As
filed with the Securities and Exchange Commission on June 24, 2011.
 Registration No. 333-
   UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 
 FORM S-8
 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
 
 Vanguard Health Systems, Inc.
 (Exact name of registrant as specified in its charter)
 Delaware
(State or other jurisdiction of 
incorporation or organization)
    
    62-1698183
(I.R.S. Employer
Identification Number)
 
 Vanguard Health Systems, Inc.

20 Burton Hills Boulevard

Nashville, Tennessee 37215

(615) 665-6000
  
 Vanguard Health Systems, Inc. 2004 Stock Incentive Plan

Vanguard Health Systems, Inc. 2011 Stock Incentive Plan
 
 Ronald P. Soltman

Executive Vice President, General Counsel and Secretary

Vanguard Health Systems, Inc.

20 Burton Hills Boulevard, Suite 100

Nashville, Tennessee 37215

(615) 665-6000
 (Name and address, including zip code, and telephone number, including area code, of
agent for service)
 
 With copies to:

Risë Norman

Simpson Thacher & Bartlett LLP

425 Lexington Avenue

New York, New York 10017
 
  Large accelerated filer o
    
    Accelerated filer o
    
    Non-accelerated filer þ
(Do not check if a smaller reporting company)
    
    Smaller reporting company o
 CALCULATION OF REGISTRATION FEE
 Title ofsecurities to be
    
    
    Amount to be
    
    
    Offering price per
    
    
    Aggregate offering
    
    
    Amount ofregistered(1)
    
    
    registered(1)
    
    
    share
    
    
    price
    
    
    registration feeCommon Stock, par
value $.01 per
share
    
    
    14,000,000 shares(2)
    
    

$18.00
    
    

$252,000,000
    
    

$29,257.20Common Stock, par
value $.01 per
share
    
    
    6,531,352 shares(3)
    
    

$18.00
    
    

$117,564,336
    
    

$13,649.22
 (1)
    
    Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the Securities Act),
this Registration Statement also covers an indeterminate number of additional shares which may be
offered and issued to prevent dilution resulting from stock splits, stock dividends or similar
transactions.(2)
    
    Covers 14,000,000 shares of common stock, par value $.01 per share, of Vanguard Health Systems,
Inc. approved for issuance under the Vanguard Health Systems, Inc. 2011 Stock Incentive Plan.(3)
    
    Covers 6,531,352 shares of common stock, par value $.01 per share, of Vanguard Health Systems,
Inc. approved for issuance under the Vanguard Health Systems, Inc. 2004 Stock Incentive Plan.




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PART I
 INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
  PART II
 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
 Item 3. Incorporation of Documents by Reference.
  (a)
    
    the Companys Prospectus filed with the Commission pursuant to Rule
424(b) of the Securities Act, relating to the registration statement on Form S-1 (File
No. 333-173547) (the Form S-1);(b)
    
    the Companys registration statement on Form 8-A filed with the Commission
pursuant to Section 12(b) of the Securities Act, relating to the Companys common
stock;(c)
    
    the Companys Annual Report on Form 10-K for the year ended June 30, 2010,
filed with the Commission on August 26, 2010;(d)
    
    the Companys Quarterly Reports on Form 10-Q for the quarterly periods ended
September 30, 2010, December 31, 2010 and March 31, 2011, filed with the Commission on
November 9, 2010, February 9, 2011 and May 10, 2011, respectively; and(e)
    
    the Companys Current Reports on Form 8-K filed with the Commission on July 19,
2010; August 4, 2010; August 26, 2010; October 13, 2010; October 27, 2010; November 4,
2010; November 8, 2010; November 18, 2010; January 5, 2011; January 18, 2011; January
19, 2011; January 20, 2011; January 21, 2011; January 26, 2011; January 28, 2011;
February 7, 2011; February 22, 2011; April 12, 2011; and May 10, 2011.
   Item 4. Description of Securities.
  Item 5. Interests of Named Experts and Counsel.




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Item 6. Indemnification of Directors and Officers.




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Item 7. Exemption from Registration Claimed.
  Item 8. Exhibits.
  ExhibitNumber
    
    Description of Document4.1
    
    Form of Amended and Restated Certificate of Incorporation of the Registrant (incorporated by
reference to Exhibit 3.1 of the Form S-1)4.2
    
    Form of Amended and Restated Bylaws of the Registrant (incorporated by reference to Exhibit
3.2 of the Form S-1)5.1
    
    Opinion of Simpson Thacher & Bartlett LLP10.1
    
    Vanguard Health Systems, Inc. 2004 Stock Incentive Plan (incorporated by reference to Exhibit
10.8 of the Form S-1)10.2
    
    Amendment Number 1 to the Vanguard Health Systems, Inc. 2004 Stock Incentive Plan, effective
November 28, 2005 (incorporated by reference to Exhibit 10.35 of the Form S-1)10.3
    
    Amendment Number 2 to the Vanguard Health Systems, Inc. 2004 Stock Incentive Plan, effective
February 15, 2006 (incorporated by reference to Exhibit 10.36 of the Form S-1)10.4
    
    Amendment Number 3 to the Vanguard Health Systems, Inc. 2004 Stock Incentive Plan, effective
April 15, 2006 (incorporated by reference to Exhibit 10.37 of the Form S-1)10.5
    
    Amendment Number 4 to the Vanguard Health Systems, Inc. 2004 Stock Incentive Plan, effective
November 13, 2006 (incorporated by reference to Exhibit 10.38 of the Form S-1)10.6
    
    Amendment Number 5 to the Vanguard Health Systems, Inc. 2004 Stock Incentive Plan, effective
June 30, 2008 (incorporated by reference to Exhibit 10.47 of the Form S-1)10.7
    
    Amendment Number 6 to the Vanguard Health Systems, Inc. 2004 Stock Incentive Plan, effective
February 13, 2009 (incorporated by reference to Exhibit 10.59 of the Form S-1)10.8
    
    Amendment Number 7 to the Vanguard Health Systems, Inc. 2004 Stock Incentive Plan
(incorporated by reference to Exhibit 10.70 of the Form S-1)10.9
    
    Form of Performance Option Under 2004 Stock Incentive Plan (incorporated by reference to
Exhibit 10.19 of the Form S-1)10.10
    
    Form of Time Option Under 2004 Stock Incentive Plan (incorporated by reference to Exhibit
10.20 of the Form S-1)10.11
    
    Form of Liquidity Event Option Under 2004 Stock Incentive Plan (incorporated by reference to
Exhibit 10.21 of the Form S-1)10.12
    
    Form of Restricted Stock Unit Agreement (Time Vesting RSUs) used under Vanguard Health
Systems, Inc. 2004 Stock Incentive Plan (incorporated by reference to Exhibit 10.28 of the
Form S-1)10.13
    
    Form of Restricted Stock Unit Agreement (Liquidity Event RSUs) used under Vanguard Health
Systems, Inc. 2004 Stock Incentive Plan (incorporated by reference to Exhibit 10.29 of the
Form S-1)




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ExhibitNumber
    
    Description of Document10.14
    
    Vanguard Health Systems, Inc. 2011 Stock Incentive Plan10.15
    
    Form of Nonqualified Stock Option Agreement (Conversion Replacement Award) Under 2011 Stock
Incentive Plan (incorporated by reference to Exhibit 10.86 of the Form S-1)10.16
    
    Form of Restricted Stock Award Agreement (Conversion Replacement Award) Under 2011 Stock
Incentive Plan (incorporated by reference to Exhibit 10.87 of the Form S-1)23.1
    
    Consent of Ernst & Young LLP as to Vanguard Health Systems, Inc.23.2
    
    Consent of Ernst & Young LLP as to The Detroit Medical Center and Subsidiaries23.3
    
    Consent of KPMG LLP as to West Suburban Medical Center and Westlake Hospital23.4
    
    Consent of Simpson Thacher & Bartlett LLP (included as part of Exhibit 5.1)24.1
    
    Power of Attorney (included in the signature pages to this Registration Statement)
 Item 9. Undertakings.
  (1)
    
    To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
 (i)
    
    To include any prospectus required by Section 10(a)(3) of the Securities
Act of 1933;(ii)
    
    To reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a fundamental
change in the information set forth in the registration statement. Notwithstanding
the foregoing, any increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was registered) and
any deviation from the low or high end of the estimated maximum offering range may be
reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b)
if, in the aggregate, the changes in volume and price represent no more than a 20
percent change in the maximum aggregate offering price set forth in the Calculation
of Registration Fee table in the effective registration statement;(iii)
    
    To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any material
change to such information in the registration statement;
 provided, however
 (2)
    
    That, for the purpose of determining any liability under the Securities Act of
1933, each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.(3)
    
    To remove from registration by means of a post-effective amendment any of the
securities being registered which remain unsold at the termination of the offering.




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SIGNATURES
  VANGUARD HEALTH SYSTEMS, INC.By:

/s/
Ronald P. SoltmanName:
    Ronald P. SoltmanTitle:
    Executive Vice President,
General Counsel and Secretary POWER OF ATTORNEY
   Signature
    
    Title/s/
Charles N. Martin, Jr.
    
    Chairman of the Board & Chief Executive Officer;Charles N. Martin, Jr
    
    Director/s/
Phillip W. Roe
    
    Executive Vice President, Chief Financial Officer &Phillip W. Roe
    
    Treasurer/s/
Gary D. Willis
    
    Senior Vice President, Controller & Chief AccountingGary D. Willis
    
    Officer/s/
Michael A. Dal Bello
    
    DirectorMichael A. Dal Bello/s/
Stephen R. DArcy
    
    DirectorStephen R. DArcy/s/
Robert Galvin, MD
    
    DirectorRobert Galvin, MD/s/
M. Fazle Husain
    
    DirectorM. Fazle Husain/s/
James A. Quella
    
    DirectorJames A. Quella/s/
Neil P. Simpkins
    
    DirectorNeil P. Simpkins