As filed with the Securities and Exchange Commission on June 26, 2001
Registration No. 333-61387
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT
TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-----------------------
KINDRED HEALTHCARE, INC.
(Exact Name of Registrant as Specified in Its Charter)
Delaware 61-1323993
(State or Other Jurisdiction of (I.R.S. Employer Identification Number)
Incorporation or Organization)
680 South Fourth Street
Louisville, KY 40202-2412
(Address of Registrant's Principal Executive Offices)
-----------------------
TheraTx Retirement Savings Plan
(Full Title of the Plan)
-----------------------
M. Suzanne Riedman, Esq.
Senior Vice President and General Counsel
Kindred Healthcare, Inc.
680 South Fourth Street
Louisville, KY 40202-2412
(502) 596-7300
(Name, Address, and Telephone Number, Including Area Code, of Agent for Service)
-----------------------
with copies of all correspondence to:
Arthur H. Kohn, Esq.
Cleary, Gottlieb, Steen & Hamilton
One Liberty Plaza
New York, NY 10006
(212) 225-2466
DEREGISTRATION OF SHARES
Kindred Healthcare, Inc. (formerly Vencor, Inc.), a Delaware
corporation (the "Company"), has previously filed a Registration Statement on
Form S-8, Registration No. 333-61387, filed with the Securities and Exchange
Commission on August 13, 1998 (the "Registration Statement"), to register
940,000 shares of the Company's former common stock, par value $0.25 per share
(the "Shares"), for issuance pursuant to the TheraTx Retirement Savings Plan
(the "TheraTx Plan"). The TheraTx Plan was merged into the Vencor Retirement
Savings Plan (the "Vencor Plan") on December 31, 1999. As of the date this Post-
Effective Amendment is filed, no Shares have been issued under the TheraTx Plan.
On September 13, 1999, the Company and substantially all of its
subsidiaries filed voluntary petitions for protection under Chapter 11 of Title
11 of the United States Code in the United States Bankruptcy Court for the
District of Delaware (the "Bankruptcy Court"). On March 1, 2001, the Bankruptcy
Court approved the Company's fourth amended plan of reorganization filed with
the Bankruptcy Court on December 14, 2000, as modified at the confirmation
hearing (the "Amended Plan"). The order confirming the Amended Plan was signed
on March 16, 2001 and entered on the docket of the Bankruptcy Court on March 19,
2001. The Amended Plan became effective on April 20, 2001. In connection with
its emergence, the Company also changed its name to Kindred Healthcare, Inc.
In connection with the bankruptcy, all Shares were cancelled under the
terms of the Amended Plan. In addition, the Company ceased offering the Shares
as an investment alternative under the TheraTx Plan during 1999. Pursuant to
the Company's undertaking in the Registration Statement, this Post-Effective
Amendment is being filed by the Company to deregister 940,000 Shares, which
constitute all of the securities registered pursuant to the Registration
Statement but remaining unissued under the TheraTx Plan as of the date this
Post-Effective Amendment is filed. All remaining unissued Shares under the
Vencor Plan are being deregistered separately on a post-effective amendment to
Registration No. 333-64897.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 (the
"Securities Act"), the Company certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing this Post-Effective
Amendment to the Registration Statement on Form S-8 and has duly caused this
Post-Effective Amendment to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Louisville, Kentucky, on the 26th day
of June, 2001.
KINDRED HEALTHCARE, INC.
/s/ Richard A. Lechleiter
-----------------------------------
By: Richard A. Lechleiter
Vice President, Finance, Corporate
Controller and Treasurer
Pursuant to the requirements of the Securities Act, this Post-
Effective Amendment has been signed by each of the following persons in the
capacities indicated, on the 26th day of June, 2001.
Signature Title
--------- -----
/s/ Edward L. Kuntz
-----------------------------------
Edward L. Kuntz Chairman of the Board, Chief Executive Officer and President
(Principal Executive Officer)
/s/ James Bolin
-----------------------------------
James Bolin Director
/s/ Garry N. Garrison
-----------------------------------
Garry N. Garrison Director
/s/ Isaac Kaufman
-----------------------------------
Isaac Kaufman Director
/s/ John H. Klein
-----------------------------------
John H. Klein Director
/s/ David Tepper
-----------------------------------
David Tepper Director
/s/ Richard A. Schweinhart
-----------------------------------
Richard A. Schweinhart Senior Vice President and Chief Financial Officer
(Principal Financial Officer)
/s/ Richard A. Lechleiter
-----------------------------------
Richard A. Lechleiter Vice President, Finance, Corporate Controller and Treasurer
(Principal Accounting Officer)