As filed with the Securities and Exchange Commission on
December 18, 2006
Registration
No. 333-132876
UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
Post-Effective Amendment No.
2
to
Form S-3
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
HCA INC.
(Exact name of Registrant as
specified in its Charter)
|
|
|
Delaware
(State or other
Jurisdiction of
Incorporation or Organization)
|
|
75-2497104
(I.R.S. Employee
Identification Number)
|
One Park Plaza
Nashville, Tennessee
37203
615-344-9551
(Address, Including Zip Code,
and Telephone Number,
Including Area Code, of
Registrants Principal Executive Offices)
John M. Franck II
Vice President and Corporate
Secretary
HCA Inc.
One Park Plaza
Nashville, Tennessee
37203
(615) 344-9551
(Name, Address, Including Zip
Code, and Telephone Number
Including Area Code, of Agent
For Service)
Copies to:
J. Page Davidson
Bass, Berry & Sims
PLC
315 Deaderick Street,
Suite 2700
Nashville, Tennessee
37238
(615) 742-6200
Approximate date of commencement of proposed sale to the
public: From time to time after the effective
date of this Registration Statement, as determined by the
registrant.
If the only securities being registered on this Form are being
offered pursuant to dividend or interest reinvestment plans,
please check the following
box. o
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to
Rule 415 under the Securities Act of 1933, other than
securities offered only in connection with dividend or interest
reinvestment plans, check the following
box. o
If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act,
please check the following box and list the Securities Act
registration statement number of the earlier effective
registration statement for the same
offering. o
If this Form is a post-effective amendment filed pursuant to
Rule 462(c) under the Securities Act, check the following
box and list the Securities Act registration statement number of
the earlier effective registration statement for the same
offering. o
If this Form is a registration statement pursuant to General
Instruction I.D. or a post-effective amendment thereto that
shall become effective upon filing with the Commission pursuant
to Rule 462(e) under the Securities Act, check the
following box. þ
If this Form is a post-effective amendment to a registration
statement filed pursuant to General Instruction I.D. filed to
register additional securities or additional classes of
securities pursuant to Rule 413(b) under the Securities
Act, check the following box. o
Deregistration
of Securities
This Post-Effective Amendment No. 2 relates to the
Registration Statement on
Form S-3
(File No. 333-132876)
(as amended and supplemented, the Registration
Statement) filed on March 31, 2006 with the
Securities and Exchange Commission by HCA Inc. (the
Registrant), and as amended by Post-Effective
Amendment No. 1 to Registration Statement on
Form S-3
filed November 7, 2006. The Registration Statement
registered for potential offer and sale by the Registrant
(a) common stock, $.01 par value (Common
Stock), of the Registrant, including resales thereof;
(b) preferred stock, $.01 par value (Preferred
Stock), of the Registrant; (c) debt securities of the
Registrant; and (d) warrants to purchase Common Stock,
Preferred Stock or debt securities of the Registrant.
On November 17, 2006, pursuant to an Agreement and Plan of
Merger, dated as of July 24, 2006, between the Registrant,
Hercules Holding II, LLC (Parent) and Hercules
Acquisition Corp (Merger Sub), Merger Sub was merged
with and into the Registrant, with the Registrant continuing as
the surviving corporation (the Merger). Generally,
at the effective time of the Merger, each outstanding share of
Common Stock of the Registrant (other than shares held in the
treasury of the Registrant, shares owned by Parent immediately
prior to the effective time of the Merger or shares held by
shareholders who properly exercised appraisal rights under
Delaware law) was automatically converted into the right to
receive $51.00 in cash, without interest.
As a result of the Merger, the Registrants Common Stock
will no longer be publicly traded. Accordingly, the Registrant
wishes to terminate all offerings of its securities pursuant to
the Registration Statement.
The Registrant hereby removes from registration, by means of
this Post-Effective Amendment No. 2, any and all securities
registered under the Registration Statement that have not been
issued, or sold by selling shareholders if applicable, prior to
the Merger.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe
it meets all of the requirements for filing on
Form S-3
and has duly caused this Post-Effective Amendment No. 2 to
registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of
Nashville, State of Tennessee, on December 18, 2006.
HCA INC.
By:
/s/ David
G. Anderson
David G. Anderson
Senior Vice President Finance and Treasurer
SIGNATURE
PAGE
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 2 to Registration Statement
has been signed below by the following persons in the capacities
and on the dates indicated.
|
|
|
|
|
|
|
Signature
|
|
Title
|
|
Date
|
|
/s/ Jack
O. Bovender,
Jr.
Jack
O. Bovender, Jr.
|
|
Chairman of the Board and Chief
Executive Officer (Principal Executive Officer)
|
|
December 18, 2006
|
|
|
|
|
|
|
|
|
|
|
|
|
/s/ Richard
M. Bracken
Richard
M. Bracken
|
|
President, Chief Operating Officer
and Director
|
|
December 18, 2006
|
|
|
|
|
|
|
|
|
|
|
|
|
/s/ R.
Milton
Johnson
R.
Milton Johnson
|
|
Executive Vice President and Chief
Financial Officer (Principal Financial and Accounting Officer)
|
|
December 18, 2006
|
|
|
|
|
|
|
|
|
|
|
|
|
/s/ Christopher
Birosak
Christopher
Birosak
|
|
Director
|
|
December 18, 2006
|
|
|
|
|
|
|
|
|
|
|
|
|
/s/ George
Bitar
George
Bitar
|
|
Director
|
|
December 18, 2006
|
|
|
|
|
|
|
|
|
|
|
|
|
/s/ John
Connaughton
John
Connaughton
|
|
Director
|
|
December 18, 2006
|
|
|
|
|
|
|
|
|
|
|
|
|
/s/ Thomas
F. Frist, Jr.
M.D.
Thomas
F. Frist, Jr. M.D.
|
|
Director
|
|
December 18, 2006
|
|
|
|
|
|
|
|
|
|
|
|
|
/s/ Thomas
F. Frist,
III
Thomas
F. Frist, III
|
|
Director
|
|
December 18, 2006
|
|
|
|
|
|
|
|
|
|
|
|
|
/s/ Chris
Gordon
Chris
Gordon
|
|
Director
|
|
December 18, 2006
|
|
|
|
|
|
|
|
|
|
|
|
|
/s/ Mike
Michelson
Mike
Michelson
|
|
Director
|
|
December 18, 2006
|
|
|
|
|
|
|
|
II-1