As filed with the Securities and Exchange Commission on May 29, 2001
Registration No. 333 - __________
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
DYNACARE INC.
(Exact name of registrant as specified in its charter)
ONTARIO, CANADA 98-0337653
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
14900 LANDMARK BOULEVARD
DALLAS, TEXAS 75240
(972) 387-3200
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
DYNACARE INC. AMENDED AND RESTATED STOCK OPTION INCENTIVE PLAN
DYNACARE INC. AMENDED AND RESTATED EMPLOYEE STOCK OPTION PLAN
(Full Title of Plans)
MR. ZBIG BISKUP
DYNACARE INC.
14900 LANDMARK BOULEVARD
DALLAS, TEXAS 75240
(972) 387-3200
(Name and address, including zip code,
and telephone number, including area code, of agent for service)
Copy to:
DAVID P. STONE, ESQ.
WEIL, GOTSHAL & MANGES LLP
767 FIFTH AVENUE
NEW YORK, NEW YORK 10153
(212) 310-8000
CALCULATION OF REGISTRATION FEE
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Title of Securities to be Registered Amount to be Proposed Maximum Offering Proposed Maximum Amount of
Registered (1) Price Per Share (4) Aggregate Offering Price Registration
(4) Fee
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Common Shares, no par value 2,000,000 shares (2)
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Common Shares, no par value 909,340 shares (3)
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TOTAL 2,909,340 shares $7.00 $20,365,380.00 $5,091.35
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(1) This Registration Statement shall also cover any additional Common
Shares which become issuable under the Registrant's Amended and
Restated Stock Option Incentive Plan and Amended and Restated
Employee Stock Option Plan by reason of any stock dividend, stock
split, recapitalization or other similar transaction effected without
receipt of consideration which results in an increase in the number
of outstanding Common Shares.
(2) Represents the registration of Common Shares of the Registrant
issuable under the Registrant's Amended and Restated Stock Option
Incentive Plan, as may be amended, pursuant to the exercise of
options that may be granted thereunder.
(3) Represents the registration of Common Shares of the Registrant
issuable under the Registrant's Amended and Restated Employee Stock
Option Plan, as may be amended, pursuant to the exercise of options
that may be granted thereunder.
(4) Calculated solely for the purpose of determining the registration fee
pursuant to Rule 457(h) under the Securities Act of 1933, as amended,
based upon an offering price of $7.00, being the average of the high
and low prices quoted by Nasdaq for the Common Shares of the
Registrant on the 24th day of May, 2001.
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EXPLANATORY NOTE
This Registration Statement is intended to register all
shares to be issued under the Amended and Restated Stock Option Incentive Plan
and the Amended and Restated Employee Stock Option Plan (collectively the "Stock
Option Plans") by Dynacare Inc. (the "Company"), a company organized under the
laws of the Province of Ontario, Canada. Pursuant to the Note to Part I of Form
S-8, the plan information specified by Part I of Form S-8 to be contained in a
Section 10(a) prospectus to be distributed to each optionee is not being filed
with the Securities and Exchange Commission (the "SEC"). Part II contains
information that is required in this Registration Statement pursuant to Part II
of Form S-8.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
ITEM 1. EMPLOYEE STOCK OPTION PLAN INFORMATION
The documents containing the information specified in Part
I of Form S-8 and the statement of availability of information required by Item
2 of Form S-8 and information relating to the Stock Options Plans and other
information required by Item 2 of Form S-8 have previously been, or will be,
sent or given to the participants in the Stock Option Plans, as specified by
Rule 428(b)(1) of the Securities Act of 1933, as amended (the "Securities Act").
Such documents are not required to be and are not filed with the SEC either as
part of this Registration Statement or as prospectuses or prospectus supplements
pursuant to Rule 424. These documents and the documents incorporated by
reference in this Registration Statement pursuant to Item 3 of Part II of this
Form S-8, taken together, constitute a prospectus that meets the requirements of
Section 10(a) of the Securities Act.
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE STOCK OPTION PLAN
INFORMATION
Upon written or oral request, any of the documents
incorporated by reference in Item 3 of Part II of this Registration Statement
(which documents are incorporated by reference in this Section 10(a) Prospectus)
and other documents required to be delivered to eligible employees pursuant to
Rule 428(b) of the Securities Act are available without charge by contacting:
Mr. Zbig Biskup
Dynacare Inc.
14900 Landmark Boulevard
Dallas, Texas 75240
(972) 387-3200
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed with the SEC by the Company
pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), are incorporated by reference in this document:
(A) the description of the Company's Common Shares contained in
the Company's Registration Statement on Form 8-A (Registration
No. 333-12650) filed with the SEC on November 3, 2000, as
amended;
(B) the Company's Annual Report filed on March 29, 2001, on Form
10-K (Registration No. 33-80127) for the fiscal year ended
December 31, 2000; and
(C) the Company's Quarterly Report filed on May 8, 2001, on Form
10-Q (Registration No. 33-80127) for the quarter ended March
31, 2001.
All documents subsequently filed by the Company with the
SEC pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to
the filing of a post-effective amendment to this Registration Statement which
indicates that all securities covered by this Registration Statement have been
sold or which deregisters all of the securities then remaining unsold, will be
deemed to be incorporated by reference in this Registration Statement and to be
a part of this document from the date of filing of such documents. Any statement
contained in a document incorporated or deemed to be incorporated by reference
in this document will be deemed to be modified or superseded for purposes of
this Registration Statement to the extent that a statement contained in this
document or in any other subsequently filed document which also is or is deemed
to be incorporated by reference in this document modifies or supersedes such
statement. Any such statement so modified or superseded will 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.
The lawyers of the firm Goodman and Carr LLP, Toronto,
Ontario, which has rendered an opinion with respect to the validity of the
Common Shares covered hereby, are, in the aggregate, the beneficial holders of
approximately 6,000 of the Company's Common Shares.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The information required by this item is incorporated by
reference from the description of the Company's indemnification of directors and
officers found in the section entitled "Management" under the heading
"Limitation of Liability and Indemnification of Officers and Directors" in the
Company's Registration Statement on Form F-1 (Registration No. 333-12650) filed
on September 29, 2000, as amended.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
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ITEM 8. EXHIBITS.
Exhibit
Number Description
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4.1 The Company's Registration Statement on Form F-1 (Registration
No. 333-12650) filed September 29, 2000, as amended, is
incorporated herein by reference.
4.4 * The Dynacare Inc. Amended and Restated Stock Option Incentive
Plan.
4.5 * The Dynacare Inc. Amended and Restated Employee Stock Option
Plan.
5.1 * Opinion of Goodman and Carr LLP.
23.1 * Consent of Ernst & Young LLP.
23.2 * Consent of Goodman and Carr LLP (contained in exhibit 5.1).
24.1 * Power of Attorney (included in the signature pages of this
Registration Statement).
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* Filed herewith.
ITEM 9. UNDERTAKINGS.
(a) The undersigned 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 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; and
(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 initial
bona fide offering thereof; and
(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 undersigned 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 that is incorporated by reference in this 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.
(c) The undersigned registrant hereby undertakes that 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 Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities Act and
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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.
SIGNATURE
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, duly
authorized, as of May 29, 2001.
DYNACARE INC.
By: /s/ Harvey A. Shapiro
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Harvey A. Shapiro
Title: Chief Executive Officer
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POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints Harvey A. Shapiro and Zbig
Biskup, and each of them, with full power to act without the other, his true and
lawful attorney-in-fact and agent, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any or all amendments to this Registration Statement and any
related Rule 462(b) registration statement, and to file the same, with all
exhibits thereto and other documents in connection therewith, with the SEC,
granting unto said attorney-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, or their or his substitutes, may
lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this
Registration Statement has been signed by the following persons in the
capacities on the date indicated.
SIGNATURE TITLE DATE
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/s/ Harvey A. Shapiro Director, Chief Executive Officer and May 29, 2001
- ---------------------------------- President
Name: Harvey A. Shapiro
/s/ Zbig Biskup Chief Financial Officer May 29, 2001
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Name: Zbig Biskup
/s/ Albert J. Latner Director May 29, 2001
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Name: Albert J. Latner
/s/ Donald J. Edwards Director May 29, 2001
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Name: Donald J. Edwards
/s/ Thomas E. Long Director May 29, 2001
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Name: Thomas E. Long
/s/ Dino Chiesa Director May 29, 2001
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Name: Dino Chiesa
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Exhibits
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Number Description
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4.1 The Company's Registration Statement on Form F-1 (Registration
No. 333-12650) filed September 29, 2000, as amended, is
incorporated herein by reference.
4.4 * The Dynacare Inc. Amended and Restated Stock Option Incentive
Plan.
4.5 * The Dynacare Inc. Amended and Restated Employee Stock Option
Plan.
5.1 * Opinion of Goodman and Carr LLP.
23.1 * Consent of Ernst & Young LLP.
23.2 * Consent of Goodman and Carr LLP (contained in exhibit 5.1).
24.1 * Power of Attorney (included in the signature pages of this
Registration Statement).
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* Filed herewith.
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