As filed with the Securities and Exchange Commission on May 1, 2002
Registration No. 33-___________________
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Form S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
MEDICAL STAFFING NETWORK HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
Delaware 65-0865171
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
901 Yamato Road, Suite 110
Boca Raton, FL 33431
(561) 226-9000
(Address, including zip code, and telephone number, including
area code, of principal executive offices)
Amended and Restated Stock Option Plan of MSN Holdings, Inc.
MSN Holdings, Inc. 2001 Stock Incentive Plan
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(Full titles of plans)
Robert J. Adamson
President and Chief Executive Officer
Medical Staffing Network Holdings, Inc.
901 Yamato Road, Suite 110
Boca Raton, FL 33431
(561) 226-9000
(Name, address, including zip code, and telephone number, including
area code, of agent for service)
Copies to:
Steven J. Gartner, Esq.
Willkie Farr & Gallagher
787 Seventh Avenue
New York, New York 10019
(212) 728-8000
CALCULATION OF REGISTRATION FEE
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Title of securities to Amount to be Proposed maximum Proposed maximum Amount of
be registered registered (1) offering price per aggregate offering registration fee
share (2) price (2)
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Common Stock, par value 2,539,975 $23.13 $58,749,621.75 $5,404.97
$0.01
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(1) Represents 2,274,499 shares of common stock of Medical Staffing Network Holdings, Inc., par value
$0.01 per share (the "Common Stock") issuable pursuant to the Amended and Restated Stock Option Plan
of MSN Holdings, Inc. and 265,476 shares of Common Stock pursuant to the MSN Holdings, Inc. 2001
Stock Incentive Plan, as amended (collectively, the "Plans"). In addition, this Registration
Statement covers an indeterminable number of additional shares as may hereafter be offered or
issued, pursuant to the Plans, to prevent dilution resulting from stock splits, stock dividends or
similar transactions effected without receipt of consideration.
(2) Estimated solely for calculating the amount of the registration fee, pursuant to paragraphs (c) and
(h) of Rule 457 under the Securities Act of 1933 (the "Securities Act").
PART II
INFORMATION REQUIRED IN THE
REGISTRATION STATEMENT
Item 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents, filed with the Securities and Exchange Commission
(the "Commission") by Medical Staffing Network Holdings, Inc. (the "Company"),
are incorporated by reference into the Registration Statement:
(a) The Company's Prospectus filed in connection with its Registration
Statement on Form S-1, initially filed on February 8, 2002, as
amended, pursuant to the Securities Act; and
(b) The description of the Company's Shares, which is contained in the
Company's Registration Statement on Form 8-A, initially filed on April
11, 2002, as amended, pursuant to the Securities Exchange Act of 1934,
as amended (the "Exchange Act").
In addition, all documents filed by the Company with the Commission
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent
to the date of this Registration Statement and prior to the filing of a
post-effective amendment which indicates that all the securities offered hereby
have been sold or which deregisters all securities then remaining unsold shall
be deemed to be incorporated by reference in this Registration Statement and to
be a part hereof from the date of the filing of such documents with the
Commission. Any statement contained in a document incorporated by reference
herein shall be deemed to be modified or superseded for purposes hereof to the
extent that a statement contained herein (or in any other subsequently filed
document which also is incorporated by reference herein) modifies or supersedes
such statement. Any statement so modified or superseded shall not be deemed to
constitute a part hereof except as so modified or superseded.
Item 4. DESCRIPTION OF SECURITIES
Inapplicable.
Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Inapplicable.
Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Company's amended and restated certificate of incorporation limits
directors' liability to the fullest extent permitted under Delaware corporate
law. Specifically, the Company's directors are not liable to the Company or its
stockholders for monetary damages for any breach of fiduciary duty by a
director, except for liability (i) for any breach of the director's duty of
loyalty to the Company or its stockholders; (ii) for acts or omissions not in
good faith or which involve intentional misconduct or a knowing violation of
law; (iii) under Section 174 of
the General Corporation Law of the State of Delaware; or (iv) for any
transaction from which a director derives an improper personal benefit.
If the General Corporation Law of the State of Delaware is amended to
authorize corporate action further eliminating or limiting the personal
liability of directors, then the liability of a director of the Company shall be
eliminated or limited to the fullest extent permitted by the General Corporation
Law of the State of Delaware, as so amended.
This provision will generally not limit liability under state or federal
securities laws.
Delaware law, and the Company's amended and restated certificate of
incorporation, provide that the Company will, in certain situations, indemnify
any person made or threatened to be made a party to a proceeding by reason of
that person's former or present official capacity with the Company against
judgments, penalties, fines, settlements and reasonable expenses including
reasonable attorney's fees. Any person is also entitled, subject to certain
limitations, to payment or reimbursement of reasonable expenses in advance of
the final disposition of the proceeding.
Item 7. EXEMPTION FROM REGISTRATION CLAIMED
Inapplicable.
Item 8. EXHIBITS
Exhibit No. Description of Exhibit
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5.1 Opinion of Willkie Farr & Gallagher.
23.1 Consent of Ernst & Young LLP.
23.2 Consent of Willkie Farr & Gallagher (included in Exhibit 5.1).
24 Power of Attorney (reference is made to the signature page).
Item 9. UNDERTAKINGS
The undersigned registrant hereby undertakes:
1. (a) To file, during any period in which offers or sales are being made,
a post-effective amendment to the 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;
(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 (1)(a)(i) and (1)(a)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Company pursuant to
Section 13 or Section 15(d) of the Exchange Act that are incorporated by
reference in the Registration Statement.
(b) 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 initial bona fide offering
thereof.
(c) 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.
2. The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the Company's
annual report pursuant to Section 13(a) or 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
initial bona fide offering thereof.
3. Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Company pursuant to the foregoing provisions, or otherwise, the Company 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 Company of expenses incurred or paid
by a director, officer or controlling person of the Company 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
Company 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, the registrant has duly
caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the city of Boca Raton, Florida on
this 30th day of April 2002.
MEDICAL STAFFING NETWORK HOLDINGS, INC.
By: /s/ Robert J. Adamson
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Robert J. Adamson
President, Chief Executive
Officer and Director
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature
appears below constitutes and appoints Robert J. Adamson and Kevin S. Little, as
his true and lawful attorney-in-fact and agent for the undersigned, with full
power of substitution, for and in the name, place and stead of the undersigned
to sign and file with the Securities and Exchange Commission under the
Securities Act of 1933, as amended (the "Securities Act"), (i) any and all
pre-effective and post-effective amendments to this registration statement, (ii)
any registration statement relating to this offering that is to be effective
upon filing pursuant to rule 462(b) under the Securities Act, (iii) any exhibits
to any such registration statement or pre-effective or post-effective
amendments, (iv) any and all applications and other documents in connection with
any such registration statement or pre-effective or post-effective amendments,
and generally to do all things and perform any and all acts and things
whatsoever requisite and necessary or desirable to enable Medical Staffing
Network Holdings, Inc. to comply with the provisions of the Securities Act, and
all requirements of the Securities and Exchange Commission.
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.
Name Title Date
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/s/ Robert J. Adamson President, Chief Executive Officer April 30, 2002
- -------------------------- and Director (Principal Executive
Robert J. Adamson Officer)
/s/ Kevin S. Little Chief Financial Officer (Principal April 30, 2002
- -------------------------- Financial Officer and Principal
Kevin S. Little Accounting Officer)
/s/ Joel Ackerman Director April 30, 2002
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Joel Ackerman
/s/ David J. Wenstrup Director April 30, 2002
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David J. Wenstrup
/s/ Scott F. Hilinski Director April 30, 2002
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Scott F. Hilinski
INDEX TO EXHIBITS
Exhibit No. Description of Exhibit Page No.
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5.1 Opinion of Willkie Farr & Gallagher.
23.1 Consent of Ernst & Young LLP.
23.2 Consent of Willkie Farr & Gallagher
(included in Exhibit 5.1).
24 Power of Attorney (reference is made to
the signature page).