As Filed With the Securities and Exchange Commission
on February 27, 2004
Registration No. 333-_________
SECURITIES AND EXCHANGE COMMISSION
FORM S-8
AMERICAN HEALTHWAYS, INC.
| Delaware | 62-1117144 | |
| (State or other jurisdiction of | (I.R.S. Employer | |
| incorporation or organization) | Identification No.) | |
| 3841 Green Hills Village Drive | ||
| Nashville, Tennessee | 37215 | |
| (Address of Principal Executive Offices) | (Zip Code) |
American Healthways, Inc.
1996 Stock Incentive Plan
(Full title of the plan)
Ben R. Leedle, Jr.
3841 Green Hills Village Drive
Nashville, Tennessee 37215
(Name and address of agent for service)
(615) 665-1122
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
| Proposed maximum | Proposed maximum | |||||||||||||||
| Title of securities | Amount to be | offering price | aggregate offering | Amount of | ||||||||||||
| to be registered | registered | per share | price | registration fee | ||||||||||||
Common Stock |
1,000,000 shares | $ | 26.04 | $ | 26,040,000 | (1) | $ | 3,300.00 | ||||||||
| (1) | The offering price is estimated solely for the purpose of determining the amount of the registration fee in accordance with Rule 457(c) under the Securities Act of 1933 and is based on the average of the high and low price per share of the Registrant’s Common Stock as reported on NASDAQ on February 24, 2004. |
| SIGNATURES | ||||||||
| EXHIBIT INDEX | ||||||||
| EX-5 OPINION OF BASS, BERRY & SIMS PLC | ||||||||
| EX-23.1 CONSENT OF ERNST & YOUNG LLP | ||||||||
| EX-23.2 CONSENT OF DELOITTE & TOUCHE LP | ||||||||
Registration of Additional Securities
This Registration Statement is filed pursuant to General Instruction E of Form S-8 for the purpose of registering additional shares of common stock, $.001 par value, of American Healthways, Inc., a Delaware corporation (the “Registrant”), for the Registrant’s 1996 Stock Incentive Plan, as amended.
Incorporation by Reference of Earlier Registration Statements
The Registration Statements on Form S-8 (Registration Nos. 333-04615, 333-33336 and 333-103510) previously filed by the Registrant with the Securities and Exchange Commission on May 28, 1996, March 27, 2000 and February 28, 2003, respectively, are hereby incorporated by reference herein.
Item 8. Exhibits
| Exhibit Number | Description | |
| 5 | Opinion of Bass, Berry & Sims PLC | |
| 23.1 | Consent of Ernst & Young LLP | |
| 23.2 | Consent of Deloitte & Touche LLP | |
| 23.3 | Consent of Bass, Berry & Sims PLC (included in Exhibit 5) | |
| 24 | Power of Attorney (included on page II-3) |
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Nashville, State of Tennessee, on this 27th day of February, 2004.
| AMERICAN HEALTHWAYS, INC. | ||
|
By: /s/ Ben R. Leedle, Jr. Ben R. Leedle, Jr. President and Chief Executive Officer |
KNOW ALL MEN BY THESE PRESENTS, each person whose signature appears below hereby constitutes and appoints Ben R. Leedle, Jr. and Mary A. Chaput, and each of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place, and stead, in any and all capacities, to sign any and all amendments to this Registration Statement, and to file the same, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
| Signature | Title | Date | ||
| /s/ Ben R. Leedle, Jr. Ben R. Leedle, Jr. |
President, Chief Executive Officer and Director (Principal Executive Officer) |
February 27, 2004 | ||
| /s/ Mary A. Chaput Mary A. Chaput |
Executive Vice President and Chief Financial Officer (Principal Financial Officer) |
February 27, 2004 | ||
| /s/ Alfred Lumsdaine Alfred Lumsdaine |
Senior Vice President and Corporate Controller (Principal Accounting Officer) |
February 27, 2004 | ||
| /s/ Thomas G. Cigarran Thomas G. Cigarran |
Chairman of the Board of Directors |
February 27, 2004 |
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| Signature | Title | Date | ||
| /s/ Frank A. Ehmann Frank A. Ehmann |
Director | February 27, 2004 | ||
| /s/ Henry D. Herr Henry D. Herr |
Director | February 27, 2004 | ||
| /s/ Martin J. Koldyke Martin J. Koldyke |
Director | February 27, 2004 | ||
| /s/ C. Warren Neel C. Warren Neel |
Director | February 27, 2004 | ||
| /s/ William C. O’Neil, Jr. William C. O’Neil, Jr. |
Director | February 27, 2004 | ||
| /s/ John W. Ballantine John W. Ballantine |
Director | February 27, 2004 | ||
| /s/ Jay C. Bisgard, M.D. Jay C. Bisgard, M.D. |
Director | February 27, 2004 |
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EXHIBIT INDEX
| Exhibit Number | Description | |
| 5 | Opinion of Bass, Berry & Sims PLC | |
| 23.1 | Consent of Ernst & Young LLP | |
| 23.2 | Consent of Deloitte & Touche LLP | |
| 23.3 | Consent of Bass, Berry & Sims PLC (included in Exhibit 5) | |
| 24 | Power of Attorney (included on page II-3) |
II-5