As filed with the Securities and Exchange Commission on July 31, 2012
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
IPC The Hospitalist Company, Inc.
(Exact name of Registrant as Specified in Its Charter)
Delaware (State or Other Jurisdiction of Incorporation or Organization) | 95-4562058 (I.R.S. Employer Identification Number) | |
4605 Lankershim Boulevard, Suite 617 North Hollywood, California (Address of Principal Executive Offices) | 91602 (Zip Code) | |
IPC The Hospitalist Company, Inc. 2012 Equity Participation Plan
(Full Title of the Plan)
Adam D. Singer, M.D.
Chief Executive Officer, Chief Medical Officer and Chairman of the Board
IPC The Hospitalist Company, Inc.
4605 Lankershim Boulevard, Suite 617
North Hollywood, California 91602
(888) 447-2362
(Name, Address and Telephone Number, Including Area Code, of Agent for Service)
Copy to:
Robert W. Kadlec, Esq.
David S. Witek, Esq.
Sidley Austin LLP
555 West Fifth Street, Suite 4000
Los Angeles, California
(213) 896-6000
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. (Check one):
| Large accelerated filer | x | Accelerated filer | ¨ | |||
| Non-accelerated filer | ¨ | Smaller reporting company | ¨ | |||
Calculation of Registration Fee
| ||||||||
| Title of Securities to be Registered | Amount to be Registered | Proposed Maximum Offering Price Per Share | Proposed Maximum Aggregate Offering Price | Amount of Registration Fee | ||||
Common Stock, | 1,422,130 shares (1) | $42.22(2) | $60,035,217.95 (2) | $6,880.04(2) | ||||
| ||||||||
| (1) | Reflects shares of common stock, par value $0.001 per share (the “Common Stock”), of IPC The Hospitalist Company, Inc., a Delaware corporation (the “Registrant”), being registered hereunder that may be issued pursuant to the IPC The Hospitalist Company, Inc. 2012 Equity Participation Plan (the “Plan”). Pursuant to Rule 416 of the Securities Act of 1933, as amended, this Registration Statement also covers such additional and indeterminate number of securities as may become issuable because of the provisions of the Plan, relating to adjustments for changes resulting from a stock dividend, stock split or similar change. |
| (2) | Estimated in accordance with Rules 457(c) and (h) under the Securities Act of 1933, as amended, solely for the purpose of calculating the registration fee. The price of $42.22 per share represents the average of the high and low sales prices of the Common Stock as reported on the Nasdaq Global Select Market on July 25, 2012. |
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
| ITEM 3. | INCORPORATION OF DOCUMENTS BY REFERENCE |
The Registrant hereby incorporates by reference in this Registration Statement the following documents and information previously filed with the Securities and Exchange Commission (the “Commission”):
(1) the Registrant’s annual report on Form 10-K for the fiscal year ended December 31, 2011, filed with the Commission on February 23, 2012;
(2) the Registrant’s quarterly report on Form 10-Q for the quarter ended March 31, 2012, filed with the Commission on April 26, 2012;
(3) the Registrant’s quarterly report on Form 10-Q for the quarter ended June 30, 2012, filed with the Commission on July 31, 2012;
(4) the Registrant’s current reports on Form 8-K filed with the Commission on each of March 7,2012, May 30, 2012, and June 12, 2012 (other than the portions of such documents deemed not to be filed); and
(5) The description of the Registrant’s Common Stock contained in the Registrant’s Registration Statement on Form 8-A filed with the Commission on January 24, 2008, pursuant to Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including any amendment or report for the purpose of updating such description.
All documents subsequently filed by the Registrant with the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, after the date of this Registration Statement and prior to the filing of a post-effective amendment to this Registration Statement which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference into this Registration Statement and to be a part hereof from the respective dates of filing of such documents (such documents, and the documents enumerated above, being hereinafter referred to as “Incorporated Documents”).
Any statement contained in an Incorporated Document 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 Incorporated Document modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.
| ITEM 4. | DESCRIPTION OF SECURITIES |
Not applicable.
| ITEM 5. | INTERESTS OF NAMED EXPERTS AND COUNSEL |
Not applicable.
| ITEM 6. | INDEMNIFICATION OF DIRECTORS AND OFFICERS |
The Registrant is a Delaware corporation. Section 145 of the General Corporation Law of the State of Delaware, as amended, provides that under certain circumstances a corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation), by reason of the fact that such person is or was a director, officer, employee or agent of the corporation or is or was serving at its request in such capacity in another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding if such person acted in good
faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe such person’s conduct was unlawful. The statute provides that indemnification pursuant to its provisions is not exclusive of other rights of indemnification to which a person may be entitled under any bylaw, agreement, vote of stockholders or disinterested directors, or otherwise.
The Registrant’s amended and restated certificate of incorporation limits the liability of directors to the maximum extent permitted by Delaware law. Delaware law provides that directors of a corporation will not be personally liable to the corporation or its stockholders for monetary damages for breach of their fiduciary duties as directors, except for liability:
| • | for any breach of their duty of loyalty to the corporation or its stockholders; |
| • | for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law; |
| • | under Section 174 of the Delaware General Corporation Law relating to unlawful payments of dividends or unlawful stock repurchases or redemptions; or |
| • | for any transaction from which the director derived an improper personal benefit. |
The Registrant has also entered into indemnification agreements with each of its directors and executive officers to provide the maximum indemnity allowed to directors and executive officers by Delaware law and allow for certain additional procedural protections.
The Registrant’s amended and restated bylaws provide that the Registrant is required to indemnify directors and officers and may indemnify employees and other agents to the fullest extent permitted by Delaware law. The Registrant’s amended and restated bylaws also provide that it shall advance expenses incurred by a director or officer in advance of the final disposition of any action or proceeding, and permit the Registrant to secure insurance on behalf of any officer, director, employee or other agent for any liability arising out of his or her actions in that capacity, regardless of whether its bylaws would otherwise permit indemnification. The Registrant also maintains directors’ and officers’ liability insurance.
Insofar as the provisions of the Registrant’s certificate of incorporation or bylaws provide for indemnification of directors or officers for liabilities arising under the Securities Act of 1933, as amended (the “Securities Act”), the Registrant has been informed that in the opinion of the Commission this indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.
| ITEM 7. | EXEMPTION FROM REGISTRATION CLAIMED |
Not applicable.
| ITEM 8. | EXHIBITS |
The Exhibits accompanying this Registration Statement are listed on the accompanying Exhibit Index.
| ITEM 9. | UNDERTAKINGS |
| (a) | The Registrant hereby undertakes: |
(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;
(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; and
(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, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the Securities Act, 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 initialbona 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.
(b) The Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the registration statement 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 initialbona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
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 North Hollywood, in the County of Los Angeles, State of California, on the 31st day of July, 2012.
| IPC THE HOSPITALIST COMPANY, INC. | ||
| By: | /S/ ADAM D. SINGER, M.D. | |
| Adam D. Singer, M.D. | ||
| Chief Executive Officer, Chief Medical Officer and Chairman of the Board | ||
POWER OF ATTORNEY AND SIGNATURES
We, the undersigned officers and directors of IPC The Hospitalist Company, Inc., hereby severally constitute and appoint Adam D. Singer, M.D., our true and lawful attorney, with full power, to sign for us in our names in the capacities indicated below all post-effective amendments to this Registration Statement, as amended, and generally to do all things in our names and on our behalf in such capacities to enable IPC The Hospitalist Company, Inc., to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission.
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 dates indicated:
SIGNATURE | TITLE | DATE | ||
/S/ ADAM D. SINGER, M.D. Adam D. Singer, M.D. | Chief Executive Officer, Chief Medical Officer and Chairman of the Board (Principal Executive Officer) | July 31, 2012 | ||
/S/ R. JEFFREY TAYLOR R. Jeffrey Taylor | President, Chief Operating Officer and Director | July 31, 2012 | ||
/S/ RICHARD H. KLINE, III Richard H. Kline, III | Chief Financial Officer (Principal Financial Officer) | July 31, 2012 | ||
/S/ FERNANDO J. SARRIA Fernando J. Sarria | Chief Accounting Officer (Principal Accounting Officer) | July 31, 2012 | ||
/S/ MARK J. BROOKS Mark J. Brooks | Director | July 31, 2012 | ||
/S/ THOMAS P. COOPER, M.D. Thomas P. Cooper, M.D. | Director | July 31, 2012 | ||
/S/ FRANCESCO FEDERICO, M.D. Francesco Federico, M.D. | Director | July 31, 2012 | ||
/S/ WOODRIN GROSSMAN Woodrin Grossman | Director | July 31, 2012 | ||
/S/ C. THOMAS SMITH �� C. Thomas Smith | Director | July 31, 2012 | ||
/S/ CHUCK TIMPE Chuck Timpe | Director | July 31, 2012 | ||
EXHIBIT INDEX
Exhibit No. | Description | |
| 4.1* | Third Amended and Restated Certificate of Incorporation of IPC The Hospitalist Company, Inc. (incorporated by reference to Exhibit 3.1 of Amendment No. 4 of the Registrant’s Registration Statement on Form S-1 No. 333-145850, filed with the Commission on January 14, 2008) | |
| 4.2* | Second Amended and Restated Bylaws of IPC The Hospitalist Company, Inc. (incorporated by reference to Exhibit 3.2 of Amendment No. 4 of the Registrant’s Registration Statement on Form S-1 No. 333-145850, filed with the Commission on January 14, 2008) | |
| 4.3* | IPC The Hospitalist Company, Inc. 2012 Equity Participation Plan (incorporated by reference to Appendix A to the Registrant’s Definitive Proxy Statement on Schedule 14A filed on April 23, 2012) | |
| 4.4* | First Amendment to IPC The Hospitalist Company, Inc. 2012 Equity Participation Plan (incorporated by reference to Annex A to the Registrant’s Supplement to Definitive Proxy Statement on Schedule 14A filed on May 30, 2012) | |
| 4.5* | Form of Common Stock Certificate (incorporated by reference to Exhibit 4.1 of Amendment No. 4 of the Registrant’s Registration Statement on Form S-1 No. 333-145850, filed with the Commission on January 14, 2008) | |
| 5.1** | Opinion of Sidley Austin LLP | |
| 23.1** | Consent of Independent Registered Public Accounting Firm | |
| 23.2** | Consent of Sidley Austin LLP (included in Exhibit 5.1) | |
| 24.1** | Power of Attorney (contained in signature page of the Registration Statement) | |
| * | Previously filed with the Commission and incorporated herein by reference. |
| ** | Filed herewith. |