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As filed with the Securities and Exchange Commission on October 11, 1996
Registration No. 333-__________
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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RESPONSE ONCOLOGY, INC.
(Exact name of registrant as specified in its Charter)
TENNESSEE 62-1212264
(State or other jurisdiction (IRS Employer Identification No.)
of incorporation or organization)
1775 MORIAH WOODS BOULEVARD
MEMPHIS, TENNESSEE 38117
(Address of principal executive offices) (Zip Code)
RESPONSE TECHNOLOGIES, INC. 1990 NON-QUALIFIED STOCK OPTION PLAN AS AMENDED
(Full title of the plan)
Debbie K. Elliott Copy to:
1775 Moriah Woods Boulevard John A. Good, Esq.
Memphis, Tennessee 38117 Baker Donelson Bearman & Caldwell
(901) 761-7000 165 Madison Ave., Suite 2100
(Name, Address, and telephone number, Memphis, Tennessee 38103
including area code, of agent for service) (901) 577-2148
CALCULATION OF REGISTRATION FEE
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Proposed Maximum Proposed
Title of Securities to be Amount to be Offering Price Maximum Aggregate Amount of
Registered Registered Per Share Offering Price Registration Fee
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Common Stock 825,000(1) $14.5625(2) $12,014,063(2) $3,641(1)(2)
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(1) This figure represents the number of shares of Common Stock being
registered hereby for purchase by employees under the Response Technologies,
Inc. 1990 Non-Qualified Stock Option Plan (the "Plan"), and does not include the
1,500,000 shares previously registered on February 11, 1992, Registration No.
33-45616, for which a fee of $3,544.92 was previously paid. There are also
registered an undetermined number of additional shares of Common Stock that may
become available for purchase in accordance with the provisions of the Plan in
the event of certain changes in the outstanding shares of Common Stock of the
Company, including a stock dividend or stock split.
(2) Estimated solely for the purpose of determining the amount of the
registration fee. Such estimate has been calculated in accordance with Rule
457(h) under the Securities Act of 1933, as amended, and are based upon the
average high and low sales prices of the Registrant's Common Stock as reported
on the National Market of The Nasdaq Stock Market on October 9, 1996. The
filing fee is being paid only for the additional shares registered pursuant to
General Instruction E to Form S-8.
Pursuant to Rule 462 of the 1933 Act, the Registration Statement on Form S-8
shall be effective upon filing with the Commission.
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The contents of the Registration Statement on Form S-8 for Response
Technologies, Inc., Registration No. 33-45616 are incorporated herein by
reference.
ITEM 8. EXHIBITS.
Exhibit No. Exhibit
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4(a)* Charter of the Company (incorporated herein by reference to
Exhibit 3(a) to the Company's Annual Report on Form 10-K for the
fiscal year ended April 30, 1989.
4(b)* Bylaws of the Company (incorporated herein by reference to
Exhibit 3(b) to Registration Statement on Form S-1 (Commission
File No. 33-5016)).
4(c)* Response Technologies, Inc. 1990 Non-Qualified Stock Option
Plan.
4(d) Response Technologies, Inc. 1990 Non-Qualified Stock Option
Plan As Amended.**
4(e) Amendment No. 2 to the Response Technologies, Inc. 1990
Non-Qualified Stock Option Plan.
4(f) Amendment No. 3 to the Response Technologies, Inc. 1990
Non-Qualified Stock Option Plan.
4(g)* Trust Indenture, Deed of Trust and Security Agreement dated
April 3, 1990 (incorporated herein by reference to Exhibit 4 to
the Company's Annual Report on Form 10-K for the fiscal year
ended April 30, 1990 (Commission File No. 0-15416).
4(h) Form of Stock Option Agreement to be entered into with respect
to Non-Qualified Stock Options.
5 Opinion of Baker, Donelson, Bearman & Caldwell.
24 Consent of KPMG Peat Marwick LLP.
* Incorporated by reference to the Company's Registration Statement on
Form S-8 Commission File No. 33-45616, filed with the Commission on
February 11, 1992.
** The Response Technologies, Inc. 1990 Non-Qualified Stock Option Plan As
Amended effects the first amendment to such plan.
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SIGNATURES
Pursuant to the requirement 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 its Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Memphis, State of Tennessee, on October 10, 1996.
RESPONSE ONCOLOGY, INC.
By: /s/ Joseph T. Clark
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Joseph T. Clark, Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.
SIGNATURE TITLE DATE
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/s/ William H. West, M.D. Chairman and Director October 10, 1996
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William H. West, M.D.
/s/ Frank M. Bumstead Vice Chairman and Director October 10, 1996
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Frank M. Bumstead
/s/ Joseph T. Clark Chief Executive Officer and Director October 10, 1996
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Joseph T. Clark
/s/ Debbie K. Elliott Executive Vice President, Finance October 10, 1996
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Debbie K. Elliott Secretary
/s/ W. Thomas Grant, II Director October 10, 1996
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W. Thomas Grant, II
/s/ P. Anthony Jacobs Director October 10, 1996
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P. Anthony Jacobs
/s/ James R. Seward Director October 10, 1996
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James R. Seward
Director October __, 1996
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Leonard Kalman, M.D.
Director October __, 1996
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Lawrence Kugelman
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EXHIBIT INDEX
Exhibit No. Exhibit Page
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4(a)* Charter of the Company (incorporated herein by reference to Exhibit 3(a)
to the Company's Annual Report on Form 10-K for the fiscal year ended
April 30, 1989.
4(b)* Bylaws of the Company (incorporated herein by reference to Exhibit 3(b)
to Registration Statement on Form S-1 (Commission File No. 33-5016)).
4(c)* Response Technologies, Inc. 1990 Non-Qualified Stock Option Plan.
4(d) Response Technologies, Inc. 1990 Non-Qualified Stock Option Plan As
Amended.**
4(e) Amendment No. 2 to the Response Technologies, Inc. 1990 Non-Qualified
Stock Option Plan.
4(f) Amendment No. 3 to the Response Technologies, Inc. 1990 Non-Qualified
Stock Option Plan.
4(g)* Trust Indenture, Deed of Trust and Security Agreement dated
April 3, 1990 (incorporated herein by reference to Exhibit 4 to the
Company's Annual Report on Form 10-K for the fiscal year ended
April 30, 1990 (Commission File No. 0-15416).
4(h) Form of Stock Option Agreement to be entered into with respect to
Non-Qualified Stock Options.
5 Opinion of Baker, Donelson, Bearman & Caldwell
24 Consent of KPMG Peat Marwick LLP
* Incorporated by reference to the Company's Registration Statement on Form
S-8 Commission File No. 33-45616, filed with the Commission on
February 11, 1992.
** The Response Technologies, Inc. 1990 Non-Qualified Plan As Amended effects
the first amendment to such plan.