As filed with the Securities and Exchange Commission on June 7, 2017
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________________
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
____________________________
CROSS COUNTRY HEALTHCARE, INC.
(Exact Name of Registrant as Specified in Its Charter)
| Delaware | | 13-4066229 |
| (State or Other Jurisdiction of Incorporation or Organization) | | (I.R.S. Employer Identification No.) |
5201 Congress Avenue, Suite 100BBoca Raton, Florida | | 33487 |
| (Address of Principal Executive Offices) | | (Zip Code) |
_____________________________
Cross Country Healthcare, Inc. 2014 Omnibus Incentive Plan
(f/k/a Cross Country Healthcare, Inc. 2007 Stock Incentive Plan)
(Full Title of the Plan)
_____________________________
William J. Grubbs Chief Executive Officer and President Cross Country Healthcare, Inc. 5201 Congress Avenue, Suite 100B Boca Raton, Florida 33487 (Name and Address of Agent for Service) (561) 998-2232 | Copies to: Stephen W. Rubin, Esq. Proskauer Rose LLP Eleven Times Square New York, New York 10036 (212) 969-3000 |
| (Telephone Number, Including Area Code, of Agent for Service) | |
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 the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☑ |
| Non-accelerated filer | ☐ | Smaller reporting company | ☐ |
| (Do not check if a smaller reporting company) |
____________________________
CALCULATION OF REGISTRATION FEE
Title Of Securities To Be Registered | Amount To Be Registered(1) | Proposed Maximum Offering Price Per Share | Proposed Maximum Aggregate Offering Price | Amount Of Registration Fee (3) |
| Common Stock, par value $0.0001 per share | 2,000,000 | $11.675(2) | $23,350,000(2) | $2,706.27 |
(1)
This Registration Statement covers 2,000,000 additional shares of common stock, par value $0.0001 per share (“Common Stock”), of Cross Country Healthcare, Inc. (the “Registrant”) available for issuance pursuant to awards under the Registrant’s 2014 Omnibus Incentive Plan (f/k/a 2007 Stock Incentive Plan) (the “Plan”).
(2)
Calculated solely for purposes of this offering under Rules 457(c) and 457(h) under the Securities Act of 1933, as amended, on the basis of the average of the high and low selling prices per share of Common Stock on June 1, 2017, as reported on the Nasdaq Global Select Market.
(3)
Pursuant to General Instruction E to Form S-8, a filing fee is only being paid with respect to the registration of 2,000,000 additional shares of Common Stock under the Plan. Registration Statements on Form S-8 have been filed previously on August 15, 2007 (Registration No. 333-145484), May 10, 2013 (Registration No. 333-188519) and June 10, 2014 (Registration No. 333-196639) for the existing securities under the Plan.
EXPLANATORY NOTE
Incorporation by Reference. This Registration Statement is filed pursuant to General Instruction E to Form S-8. The contents of the Registration Statements on Forms S-8 filed previously on August 15, 2007 (Registration No. 333-145484), May 10, 2013 (Registration No. 333-188519) and June 10, 2014 (Registration No. 333-196639) are incorporated herein by reference and made a part hereof.
Registration of Additional Shares of Common Stock Under the Plan. This Registration Statement on Form S-8 is filed by Cross Country Healthcare, Inc. (the “Registrant”) to register an additional 2,000,000 shares of common stock, par value $0.0001 per share (“Common Stock”), of the Registrant, which may be awarded under the Cross Country Healthcare, Inc. 2014 Omnibus Incentive Plan (f/k/a 2007 Stock Incentive Plan) (the “Plan”) pursuant to an amendment and restatement of the Plan adopted by the Registrant’s Board of Directors on March 30, 2017, effective and approved by the stockholders of the Registrant on May 23, 2017.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The contents of the Registration Statements on Form S-8 previously filed with the Securities and Exchange Commission (the “Commission”) on August 15, 2007 (Registration No. 333-145484), May 10, 2013 (Registration No. 333-188519) and June 10, 2014 (Registration No. 333-196639) by the Registrant are incorporated herein by reference. In addition, the following documents filed with the Commission by the Registrant are incorporated herein by reference:
(a)
the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2016, filed with the Commission on March 3, 2017;
(b)
the Registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2017, filed with the Commission on May 5, 2017;
(c)
the Registrant’s Current Reports on Form 8-K, filed with the Commission on January 12, 2017, February 3, 2017, February 17, 2017, February 22, 2017, March 20, 2017, April 5, 2017, May 1, 2017, May 11, 2017 and May 24, 2017 (excluding any reports or portions thereof that are furnished under Item 2.02 or Item 7.01 and any exhibits included with such Items);
(d)
the description of the Registrant’s Common Stock contained in the Registrant’s Registration Statement on Form S-1 filed with the Commission on July 11, 2001 and February 27, 2002, including all amendments or reports filed for the purpose of updating this description; and
(e)
the description of the Registrant’s Common Stock contained in the Registrant’s prospectus filed pursuant to Rule 424(b) of the Securities Act of 1933, as amended (the “Securities Act”) with the Commission on October 25, 2001 and March 21, 2002.
All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended, subsequent to the effective date of this Registration Statement, prior to the filing of a post-effective amendment to this Registration Statement indicating that all securities offered hereby have been sold or deregistering all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be part hereof from the date of filing of such documents. In no event, however, will any information that the Registrant discloses under Item 2.02 or Item 7.01 of any Current Report on Form 8-K (including any exhibits included with such Items) that the Registrant may from time to time furnish to the Commission be incorporated by reference into, or otherwise become a part of, this Registration Statement. Any statement contained in any document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed to constitute a part of this Registration Statement, except as so modified or superseded.
Item 8. Exhibits.
| Exhibit No. | | Description |
| 4.1 | | Amended and Restated Certificate of Incorporation of the Registrant (Previously filed as an exhibit to the Registrant’s Registration Statement on Form S-1/A, Commission File No. 333-64914, and incorporated by reference herein.) |
| 4.2 | | Amended and Restated By-laws of the Registrant (Previously filed as an exhibit to the Registrant’s Form 10-K for the year ended December 31, 2015 and incorporated by reference herein.) |
| 4.3 | | Form of specimen common stock certificate (Previously filed as an exhibit to the Registrant’s Registration Statement on Form S-1/A, Commission File No. 333-64914, and incorporated by reference herein.) |
| | Opinion of Proskauer Rose LLP* |
| | Consent of Deloitte & Touche LLP, Independent Registered Public Accounting Firm* |
| | Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm* |
| 23.3 | | Consent of Proskauer Rose LLP (included in Exhibit 5.1)* |
| 24.1 | | Power of Attorney (included on signature page)* |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, 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 Boca Raton, State of Florida on June 7, 2017.
CROSS COUNTRY HEALTHCARE, INC.
By: /s/ William J. Grubbs
Name: William J. Grubbs
Title: Chief Executive Officer and President
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints William J. Grubbs and William Burns, and each of them, acting singly, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement on Form S-8 and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, 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 of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the date indicated.
| Signature | | Title | | Date |
| | | | | |
/s/ William J. Grubbs | | Chief Executive Officer and President; Director | | June 7, 2017 |
| William J. Grubbs | | (Principal Executive Officer) | | |
| | | | | |
/s/ William Burns | | Chief Financial Officer | | June 7, 2017 |
| William Burns | | (Principal Financial Officer and Principal Accounting Officer) | | |
| | | | | |
/s/ W. Larry Cash | | Director | | June 7, 2017 |
| W. Larry Cash | | | | |
| | | | | |
/s/ Thomas C. Dircks
| | Director | | June 7, 2017 |
Thomas C. Dircks
| | | | |
| | | | | |
/s/ Gale Fitzgerald
| | Director | | June 7, 2017 |
Gale Fitzgerald
| | | | |
| | | | | |
/s/ Richard M. Mastaler
| | Director | | June 7, 2017 |
Richard M. Mastaler
| | | | |
| | | | | |
/s/ Mark Perlberg
| | Director | | June 7, 2017 |
Mark Perlberg
| | | | |
| | | | | |
| /s/ Joseph Trunfio | | Director | | June 7, 2017 |
| Joseph Trunfio | | | | |
EXHIBIT INDEX
| Exhibit No. | | Description |
| 4.1 | | Amended and Restated Certificate of Incorporation of the Registrant (Previously filed as an exhibit to the Registrant’s Registration Statement on Form S-1/A, Commission File No. 333-64914, and incorporated by reference herein.) |
| 4.2 | | Amended and Restated By-laws of the Registrant (Previously filed as an exhibit to the Registrant’s Form 10-K for the year ended December 31, 2015 and incorporated by reference herein.) |
| 4.3 | | Form of specimen common stock certificate (Previously filed as an exhibit to the Registrant’s Registration Statement on Form S-1/A, Commission File No. 333-64914, and incorporated by reference herein.) |
| | Opinion of Proskauer Rose LLP* |
| | Consent of Deloitte & Touche LLP, Independent Registered Public Accounting Firm* |
| | Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm* |
| 23.3 | | Consent of Proskauer Rose LLP (included in Exhibit 5.1)* |
| 24.1 | | Power of Attorney (included on signature page)* |
* Filed herewith.
