SEM Select Medical Holdings Corporation

 

As filed with the Securities and Exchange Commission on May 7, 2024

Registration No. 333-       

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

 

 

FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

 

 

SELECT MEDICAL HOLDINGS CORPORATION
(Exact name of registrant as specified in its charter)

 

 

Delaware (State of incorporation or organization)

20-1764048 (I.R.S. Employer Identification No.)

 

4714 Gettysburg Road, P.O. Box 2034
Mechanicsburg, Pennsylvania 17055
(Address of principal executive offices) (Zip Code)

 

 

SELECT MEDICAL HOLDINGS CORPORATION 2020 EQUITY INCENTIVE PLAN
(Full title of the Plan)

Michael E. Tarvin, Esq.
Senior Executive Vice President, General Counsel and Secretary
Select Medical Holdings Corporation
4714 Gettysburg Road
P.O. Box 2034
Mechanicsburg, Pennsylvania 17055
(Name and address of agent for service)

 

 

(717) 972-1100
(Telephone number, including area code, of agent for service)

 

 

With a copy to:
Stephen M. Leitzell, Esq.
Dechert LLP
Cira Centre
2929 Arch Street
Philadelphia, Pennsylvania 19104
(215) 994-4000

 

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definition of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

 

Large accelerated filer x	Accelerated filer ¨
Non-accelerated filer ¨	Smaller reporting company ¨

 

(Do not check if a smaller reporting company)

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act of 1933, as amended (the “Securities Act”).

 

 

Registration of Additional Shares

Pursuant to General Instruction E

 

Pursuant to General Instruction E of Form S-8, Select Medical Holdings Corporation (the “Registrant”) is filing this Registration Statement with the Securities and Exchange Commission (the “Commission”) to register 4,439,044 additional shares of common stock the Registrant, par value $0.001 per share (“Common Stock”), under the Select Medical Holdings Corporation 2020 Equity Incentive Plan (the “Plan”). Such shares of Common Stock are in addition to the 11,829,534 shares of Common Stock registered on the Registrant’s Form S-8 filed on May 13, 2020 (Commission File No. 333-238231), which is incorporated herein by reference. The 4,439,044 additional shares of Common Stock being registered hereby were approved by the stockholders on April 25, 2024.

 

Item 8. Exhibits.

 

Exhibit Number		Exhibit Description
4.3		Select Medical Holdings Corporation 2020 Equity Incentive Plan, incorporated by reference to Exhibit A to Select Medical Holdings Corporation’s Definitive Proxy Statement on Schedule 14A filed on March 4, 2020 (Commission File No. 001-34465).
5.1*		Opinion of Dechert LLP as to the legality of the securities being registered.
23.1*		Consent of PricewaterhouseCoopers LLP.
23.2*		Consent of Dechert LLP (included in Exhibit 5.1).
24.1*		Power of Attorney (included on signature pages to this Registration Statement and incorporated herein by reference).
107*		Filing Fee Table

 

* Filed herewith

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Act, 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 Mechanicsburg, Commonwealth of Pennsylvania, on the 7^th day of May, 2024.

 

SELECT MEDICAL HOLDINGS CORPORATION

 

By:

/s/ Michael E. Tarvin Michael E. Tarvin Senior Executive Vice President, General Counsel and Secretary

 

 

POWER OF ATTORNEY

 

KNOW BY ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints David S. Chernow and Michael E. Tarvin, and each of them, as his true and lawful attorney-in-fact and agent, each with the power of substitution, for him and in his name, place and stead, in any and all capacities, to sign any amendments (including post-effective amendments) to this Registration Statement, and to file with the Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith 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 either of said attorneys-in-fact and agents, or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

 

Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature		Title		Date
/s/ Robert A. Ortenzio		Director and Executive Chairman		May 7, 2024
Robert A. Ortenzio
/s/ Rocco A. Ortenzio		Director and Vice Chairman		May 7, 2024
Rocco A. Ortenzio
/s/ David S. Chernow		Chief Executive Officer
David S. Chernow		(Principal Executive Officer)		May 7, 2024
/s/ Michael F. Malatesta		Executive Vice President and Chief Financial
Michael F. Malatesta		Officer (Principal Financial Officer)		May 7, 2024
/s/ Christopher S. Weigl		Senior Vice President, Controller and Chief
Christopher S. Weigl		Accounting Officer (Principal Accounting Officer)		May 7, 2024
/s/ Russell L. Carson		Director
Russell L. Carson				May 7, 2024
/s/ Katherine R. Davisson		Director
Katherine R. Davisson				May 7, 2024
/s/ James S. Ely		Director
James S. Ely				May 7, 2024
/s/ William H. Frist		Director
William H. Frist				May 7, 2024
/s/ Parvinderjit S. Khanuja		Director
Parvinderjit S. Khanuja				May 7, 2024
/s/ Thomas A. Scully		Director
Thomas A. Scully				May 7, 2024
/s/ Marilyn B. Tavenner		Director
Marilyn B. Tavenner				May 7, 2024
/s/ Daniel J. Thomas		Director
Daniel J. Thomas				May 7, 2024

 

 

 

 

Exhibit 5.1

May 7, 2024

 

Select Medical Holdings Corporation

4714 Gettysburg Road, P.O. Box 2034

Mechanicsburg, PA 17055

 

Re:	REGISTRATION STATEMENT ON FORM S-8

Ladies and Gentlemen:

 

We have acted as special counsel to Select Medical Holdings Corporation, a Delaware corporation (the “Company”), in connection with the filing with the Securities and Exchange Commission (the “Commission”) of a Registration Statement on Form S-8 (the “Registration Statement”) for the purpose of registering under the Securities Act of 1933, as amended (the “Securities Act”), the issuance of 4,439,044 shares of its common stock, par value $0.001 per share (the “Shares”), issuable under the Select Medical Holdings Corporation 2020 Equity Incentive Plan (as may be amended and/or restated from time to time, the “Plan”).

 

This opinion (the “Opinion”) is being furnished to the Company in connection with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act, and no opinion is expressed herein as to any matter pertaining to the contents of the Registration Statement other than as expressly stated herein with respect to the Shares.

 

As your counsel, we have examined such documents and such matters of fact and law that we have deemed necessary for the purpose of rendering the Opinion expressed herein. In connection with this Opinion, we have examined originals or copies (in each case signed, certified or otherwise proven to our satisfaction to be genuine) of: (i) the Plan, (ii) the Company’s Certificate of Incorporation, as currently in effect (the “Charter”), (iii) the Company’s Bylaws, as currently in effect, and (iv) resolutions approving the corporate action of the Company authorizing the issuance and sale of the Shares.

 

In our examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as original documents, and the conformity to original documents of all documents submitted to us as copies, the legal capacity of natural persons who are signatories to the documents examined by us, and the legal power and authority of all persons signing on behalf of parties (other than the Company) to all documents.

 

In rendering the Opinion expressed below, we have assumed that prior to the issuance of any of the Shares, there will exist under the Charter the requisite number of authorized but unissued shares of common stock. In addition, we have assumed (i) the resolutions authorizing the Company to issue the Shares in accordance with the terms and conditions of the Plan will remain in effect and unchanged at all times during which the Shares are issued by the Company and (ii) the Registration Statement, and any amendments thereto, at the time of issuance of the Shares, will continue to be effective under the Securities Act.

 

Based on the foregoing, we advise you that, in our opinion, as of the date hereof, when the Shares shall have been duly registered on the books of the transfer agent and registrar therefor in the name or on behalf of the holder and have been issued by the Company against payment therefor (not less than par value) in the circumstances contemplated by the Plan, assuming in each case that the individual issuances, grants or awards under the Plan are duly issued and granted or awarded and exercised in accordance with the requirements of law and the Plan (and the agreements and awards duly adopted thereunder and in accordance therewith), the issue and sale of the Shares will have been duly authorized by all necessary corporate action of the Company, and the Shares will be validly issued, fully paid and non-assessable.

 

We are members of the Bar of the Commonwealth of Pennsylvania and the foregoing Opinion is limited to the General Corporation Law of the State of Delaware.

 

We hereby consent to the filing of this Opinion as an exhibit to the Registration Statement. In giving this consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission thereunder.

 

Very truly yours,

 

/s/ Dechert LLP

 

 

 

Exhibit 23.1

 

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of Select Medical Holdings Corporation of our report dated February 22, 2024 relating to the financial statements, financial statement schedules and the effectiveness of internal control over financial reporting, which appears in Select Medical Holdings Corporation's Annual Report on Form 10-K for the year ended December 31, 2023.

 

/s/ PricewaterhouseCoopers LLP

Philadelphia, Pennsylvania

May 7, 2024

 

 

Exhibit 107

Calculation of Filing Fee Tables

 

Form S-8

(Form Type)

 

Select Medical Holdings Corporation

(Exact Name of Registrant as Specified in its Charter)

 

Table 1: Newly Registered Securities

 

Security Type

Security Class Title

Fee Calculation Rule

Amount Registered(1)

Proposed Maximum Offering Price Per Unit

Maximum Aggregate Offering Price

Fee Rate

Amount of Registration Fee

Equity

Common Stock, $0.001 par value per share, reserved for future issuance under the 2020 Equity Incentive Plan

Rule 457(c) and Rule 457(h)

4,439,044

$28.37(2)

$125,935,678

0.00014760

$18,588.11

Total Offering Amounts

$125,935,678

$18,588.11

Total Fee Offsets

$0

Net Fee Due

$18,588.11

(1)

Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), the registration statement on Form S-8 (the “Registration Statement”) shall also cover any additional shares of the common stock of Select Medical Holdings Corporation (the “Registrant”) that become issuable in respect of the securities identified in the above table by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without the Registrant’s receipt of consideration that results in an increase in the number of the outstanding shares of the Registrant’s common stock.

(2)

Estimated in accordance with Rules 457(c) and (h) of the Securities Act, solely for the purpose of calculating the registration fee. The proposed maximum offering price per share of $28.37 was computed by averaging the high and low prices of a share of the Registrant’s common stock as reported on The New York Stock Exchange on April 30, 2024.

 

 

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