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As filed with the Securities and Exchange Commission on February 4, 1999
Registration No. 33-
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U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
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LASER VISION CENTERS, INC.
(Exact name of registrant in its charter)
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Delaware 43-1530063
(State of (I.R.S. Employer
jurisdiction of identification number
incorporation or
organization)
540 Maryville Centre Drive, Suite 200
St. Louis, Missouri 63141
(314) 434-6900
(Address and telephone number of principal executive offices and intended
principal place of business.)
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LASER VISION CENTERS, INC. 1990 INCENTIVE STOCK OPTION PLAN
LASER VISION CENTERS, INC. 1990 NON-QUALIFIED STOCK OPTION PLAN
LASER VISION CENTERS, INC. 1994 NON-QUALIFIED WARRANT PLAN
(Full Title of Plans)
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Robert W. May, Esq.
540 Maryville Centre Drive, Suite 200
St. Louis, Missouri 63141
(314) 434-6900
(Name, address and telephone number of agent for service)
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With copy to:
James R. Dankenbring, Esq.
Dankenbring Greiman Osterholt & Hoffmann, P.C.
120 South Central, Suite 500
St. Louis, Missouri 63105
This Registration Statement shall become effective immediately upon filing with
the Securities and Exchange Commission, and sales of the registered securities
will begin as soon as reasonably practicable after such effective date.
An Index of the Exhibits to this Registration Statement can be found at page 4.
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CALCULATION OF REGISTRATION FEE
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Title of securities to be registered Amount to be Proposed maximum Proposed maximum Amount of
registered (1) offering price per aggregate offering registration fee
share price
Common stock, $.01 par value 489,320 shares $8.89(2) $4,350,055 $1209
(1990 Incentive Stock Option Plan)
Common Stock $.01 par value 160,680 shares $27.6875(3) $4,448,828 $1237
(1990 Incentive Stock Option Plan)
Common stock, $.01 par value 263,363 shares $9.50(2) $2,501,949 $ 696
(1990 Non-Qualified Stock Option Plan)
Common stock, $.01 par value
(1990 Non-Qualified Stock Option Plan) 36,637 shares $27.6875(3) $1,014,387 $ 282
Common stock, $.01 par value 1,747,300 shares $8.85(2) $15,463,605 $4,299
(1994 Non-Qualified Warrant Plan)
Common stock, $.01 par value 252,700 shares $27.6875(3) $6,996,631 $1,945
(1994 Non-Qualified Warrant Plan)
Total Registration
Fee= $ 9,668
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(1) Pursuant to Rule 416(b) under the Securities Act of 1933, as
amended, this registration statement also covers the additional shares
of Common Stock of Laser Vision Centers, Inc. that will result from any
split of, or a stock dividend on, the registered shares of Common
Stock.
(2) Estimated solely for the purpose of calculating the registration
fee. Such estimate has been calculated in accordance with Rule 457(h)
under the Securities Act of 1933 and is based upon the weighted average
of the exercise price for the options granted under such plan.
(3) Estimated solely for the purpose of calculating the registration
fee. Such estimate has been calculated in accordance with Rule 457(h)
and Rule 457(c) under the Securities Act of 1933 and is based upon the
average of the high and low prices per share of the Common Stock as
quoted on the NASDAQ National Market on January 28, 1999.
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INTRODUCTION
This Registration Statement on Form S-8 is filed by Laser Vision Centers,
Inc. (the "Company") relating to shares of common stock, par value $0.01 (the
"Common Stock"), to be issued pursuant to awards granted under the Company's
1990 Incentive Stock Option Plan (the "Employee Plan") and pursuant to options
granted under the 1990 Non-Qualified Stock Option Plan, as amended (the
"Directors Plan") and pursuant to the Company's 1994 Non-Qualified Warrant Plan,
as amended (the "Warrant Plan") (collectively, the "Plans").
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.*
Item 2. Registrant Information and Employee Plan Annual Information.*
*Information required by Part I of Form S-8 to be contained in the Section
10(a) prospectus is omitted from this Registration Statement in accordance with
Rule 428 under the Securities Act of 1933, as amended (the "Securities Act"),
and the note to Part I of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents which previously have been filed by the Company with
the Securities and Exchange Commission (the "Commission"), are incorporated
herein by reference and made a part hereof:
(i) The Company's Annual Report on Form 10-K for the fiscal year ended
April 30, 1998 (the "Annual Report");
(ii) The Company's Quarterly Report on Form 10-Q for the quarter ended
October 31, 1998;
(iii) The description of the Company's common stock, par value $.01 per share
(the "Common Stock"), contained in the Company's Registration Statement
on Form 8-A, filed with the Commission on November 15, 1996, including
any amendment or report filed for the purpose of updating such
description; and
(iv) All reports filed by the Company pursuant to Sections 13(a) or 15(d) of
the Securities Exchange Act of 1934 as amended (the "Exchange Act"),
since the end of the fiscal year covered by the Annual Report.
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All reports and other documents filed by the Company pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 (the "Exchange
Act") subsequent to the date of this Registration Statement and prior to the
filing of a post-effective amendment hereto which indicates that all securities
offered hereunder have been sold or which registers all securities then
remaining unsold, shall be deemed to be incorporated by reference herein and to
be a part hereof from the date of filing of such documents.
For purposes of this Registration Statement, any statement contained in a
document incorporated or deemed to be incorporated herein by reference shall be
deemed to be modified or superseded to the extent that a statement contained
herein or in any other subsequently filed document which also is or is deemed to
be incorporated herein by reference modifies or supersedes such statement in
such document. Any 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. Interest of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
The General Corporation Law of the State of Delaware (the "Delaware GCL"),
provides that a director or officer of a corporation (i) shall be indemnified by
the corporation for all expenses of litigation or other legal proceedings when
he is successful on the merits, (ii) may be indemnified by the corporation for
the expenses, judgments, fines and amounts paid in settlement of such litigation
(other than a derivative suit) even if he is not successful on the merits if he
acted in good faith and in a manner he reasonably believed to be in or not
opposed to the best interest of the corporation (and, in the case of a criminal
proceeding, had no reason to believe his conduct was unlawful), and (iii) may be
indemnified by the corporation for expenses of a derivative suit (a suit by a
stockholder alleging a breach by a director or officer of a duty owed to the
corporation), even if he is not successful on the merits, if he acted in good
faith and in a manner he reasonably believed to be in or not opposed to the best
interest of the corporation, provided that no such indemnification may be made
in accordance with this clause (iii) if the director or officer is adjudged
liable to the corporation unless a court determines that, despite such
adjudication but in view of all of the circumstances, he is entitled to
indemnification of such expenses. The indemnification described in clauses (ii)
and (iii) above shall be made only upon order by a court or a determination by
(i) a majority of a quorum of disinterested directors, (ii) independent legal
counsel or (iii) the stockholders, that indemnification is proper because the
applicable standard of conduct is met. Expenses incurred by a director or
officer in defending an action may be advanced by the corporation prior to the
final disposition of such action upon receipt of an undertaking by such director
or officer to repay such expenses if it is ultimately determined that he is not
entitled to be indemnified in connection with the proceeding to which the
expenses relate.
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The Company's Certificate of Incorporation includes a provision eliminating,
to the fullest extent permitted by Delaware law, director liability for monetary
damages for breaches of fiduciary duty.
The Company's Bylaws require that directors and officers be indemnified to
the maximum extent permitted by Delaware law.
The Company and each executive officer of the Company and its subsidiaries
are parties to an indemnity agreement (the "Indemnity Agreements") which
provides for certain indemnification of directors or executive officers for
liabilities incurred as a result of omissions, neglect or a breach of duty
committed in the capacity of a director or executive officer. The benefits of
the indemnity agreement are not available if the director or executive officer
has other indemnification or insurance coverage for the subject claim, or if,
with respect to the matters giving rise to the claim the director or executive
officer (i) received an improper personal benefit, (ii) violated Section 16(b)
of the Securities Exchange Act of 1934 or analogous provision of law, or (iii)
committed certain acts of dishonesty.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
Exhibit No. Description
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4.1* Specimen Stock Certificate
4.2** Company's Restated Certificate of Incorporation, as
amended
4.3** Form of Company's By-Laws, as amended.
4.4 Company's 1994 Non-Qualified Warrant Plan, as
amended
4.5*** Company's 1990 Incentive Stock Option Plan
4.6*** Company's 1990 Non-Qualified Stock Option Plan,
as amended
5 Opinion of Dankenbring Greiman Osterholt & Hoffmann,
P.C. with respect to the shares being registered
23.1 Consent of PricewaterhouseCoopers LLP
23.2 Consent of Dankenbring Greiman Osterholt & Hoffmann,
P.C. (included in Exhibit 5 hereto)
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24 Power of Attorney (included on signature page of the
registration statement)
*Incorporated by reference from the Company's Registration Statement No.
33-33843 declared effective by the Securities and Exchange Commission on April
3, 1991.
**Incorporated by reference from the Company's Registration Statement on Form
8-A (File No. 000-21741) filed with the Securities and Exchange Commission on
November 15, 1996.
***Incorporated by Reference from the Company's Registration Statement on Form
SB-2 (File No. 33-67328) declared effective by the Securities and Exchange
Commission on November 9, 1993.
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:
(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 (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 periodic reports filed 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 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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(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 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.
(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
The Registrant. Pursuant to the requirements of the Securities Act of 1933,
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 County of St. Louis, State of Missouri, the 3rd day of
February, 1999.
LASER VISION CENTERS, INC.
By: /s/ John J. Klobnak
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John J. Klobnak, Chief Executive
Officer and Chairman of the
Board of Directors
POWER OF ATTORNEY
We, the undersigned officers and directors of Laser Vision Centers, Inc.,
hereby severally and individually constitute and appoint John J. Klobnak and B.
Charles Bono III, and each of them, the true and lawful attorneys and agents of
each of us to execute in the name, place and stead of each of us (individually
and in any capacity stated below) any and all amendments to this Registration
Statement on Form S-8 and all instruments necessary or advisable in connection
therewith and to file the same with the Securities and Exchange Commission, each
of said attorneys and agents to have the power to act with or without the other
and to have full power and authority to do and perform in the name and on behalf
of each of the undersigned
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every act whatsoever necessary or advisable to be done in the premises as fully
and to all intents and purposes as any of the undersigned might or could do in
person, and we hereby ratify and confirm our signatures as they may be signed by
our said attorneys and agents an each of them to any and all such amendments and
instruments.
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed below by the following persons in the capacities and
on the date indicated.
/s/ John J. Klobnak
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John J. Klobnak, Chief Executive Officer
and Chairman of the Board of Directors
Signature Title Date
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/s/ John J. Klobnak Director and Chairman of the February 3, 1999
- ------------------------------ Board of Directors and Chief Executive
John J. Klobnak Officer (Principal executive officer)
/s/ B. Charles Bono III
- ------------------------------ Executive Vice President and February 3, 1999
B. Charles Bono III Treasurer, Chief Financial Executive
(Principal accounting officer)
/s/ Robert W. May
- ------------------------------ Secretary, Director February 3, 1999
Robert W. May
/s/ James M. Garvey
- ------------------------------ Director February 3, 1999
James M. Garvey
/s/ Richard L. Lindstrom, M.D.
- ------------------------------ Director February 3, 1999
Richard L. Lindstrom, M.D.
/s/ Dr. Henry Simon
- ------------------------------ Director February 3, 1999
Dr. Henry Simon
/s/ Steven C. Straus
- ------------------------------ Director February 3, 1999
Steven C. Straus
/s/ James C. Wachtman
- ------------------------------ President February 3, 1999
James C. Wachtman
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INDEX TO EXHIBITS
Sequentially
Exhibit No. Description Numbered Page
4.1* Specimen Stock Certificate
4.2** Company's Restated Certificate of Incorporation
4.3** Form of Company's By-Laws, as amended.
4.4 Company's 1994 Non-Qualified Warrant Plan, as amended
4.5*** Company's 1990 Incentive Stock Option Plan
4.6*** Company's 1990 Non-Qualified Stock Option Plan,
as amended
5 Opinion of Dankenbring Greiman Osterholt & Hoffmann, P.C. with
respect to the shares being registered
23.1 Consent of PricewaterhouseCoopers LLP
23.2 Consent of Dankenbring Greiman Osterholt & Hoffmann, P.C.
(included in Exhibit 5 hereto)
24 Power of Attorney (included on signature page of the
registration statement)
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