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As filed with the Securities and Exchange Commission on June 27, 1997
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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MEDPARTNERS, INC.
(Exact Name of Registrant as Specified in its Charter)
DELAWARE 63-1151076
(State or Other Jurisdiction (I.R.S. Employer
of Incorporation or Organization) Identification Number)
3000 GALLERIA TOWER, SUITE 1000
BIRMINGHAM, ALABAMA 35244
(Address of Principal Executive Offices)
(Zip Code)
MEDPARTNERS, INC. 1994 STOCK INCENTIVE PLAN
AND
MEDPARTNERS, INC.
1994 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
(Full Title of the Plans)
LARRY R. HOUSE
CHAIRMAN OF THE BOARD, PRESIDENT
AND CHIEF EXECUTIVE OFFICER
MEDPARTNERS, INC.
3000 GALLERIA TOWER, SUITE 1000
BIRMINGHAM, ALABAMA 35244
(Name and Address of Agent for Service)
(205) 733-8996
(Telephone Number, including Area Code, of Agent for Service)
The Commission is requested to send copies of all notices
and other communications to:
ROBERT E. LEE GARNER, ESQ.
HASKELL SLAUGHTER & YOUNG, L.L.C.
1200 AMSOUTH/HARBERT PLAZA
1901 SIXTH AVENUE NORTH
BIRMINGHAM, ALABAMA 35203
TEL: (205) 251-1000
FAX: (205) 324-1133
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CALCULATION OF REGISTRATION FEE
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Proposed Maximum Proposed Maximum
Title of Securities Amount to be Offering Price Aggregate Offering Amount of
to be Registered Registered Per Share Price Registration Fee
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Common Stock, par value $.001 per 1,962,051 shares(2) $12.454 (3) $24,435,383.15 (3) $ 7,404.67
share (including Common Stock
Purchase Rights)(1)
Common Stock, par value $.001 per 47,200 shares(4) $12.672 (5) $ 598,118.40 (5) $ 181.25
share (including Common Stock
Purchase Rights)(1)
Common Stock, par value $.001
per share (including Common
Stock Purchase Rights)(1) 470,600 shares(6) $21.375 (7) $10,059,075 (7) $ 3,048.21
Common Stock, par value $.001
per share (including Common Stock
Purchase Rights) (1) 188,800 shares(8) $21.375 (7) $ 4,035,600 (7) $ 1,222.91
---------------- ------- -------------- ----------
Total 2,668,651 shares -- $39,128,176.55 $11,857.04
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(1) The Common Stock Purchase Rights (the"Rights") are attached to and trade
with the common stock of MedPartners, Inc. ("MedPartners" or the
"Company"). The value, if any, attributable to the Rights is reflected in
the market price of the Common Stock of MedPartners.
(2) Maximum number of shares which may be issued by MedPartners pursuant to
outstanding stock options under the MedPartners, Inc. 1994 Stock
Incentive Plan (the "MedPartners Plan"), formerly the InPhyNet
Medical Management Inc. 1994 Stock Incentive Plan, which was assumed by
MedPartners under the terms of the Agreement and Plan of Merger in
connection with the merger of Seabird Merger Corporation with and into
InPhyNet Medical Management Inc. ("InPhyNet").
(3) Determined pursuant to Rule 457 (h) under the Securities Act of 1933
solely for the purpose of calculating the registration fee and
represents the weighted average exercise price of the outstanding stock
options under the MedPartners Plan.
(4) Maximum number of shares which may be issued by MedPartners pursuant to
outstanding stock options under the MedPartners, Inc. 1994 Non-Employee
Director Stock Option Plan, formerly the InPhyNet Medical Management,
Inc. 1994 Non-employee Director Stock Option Plan (the "MedPartners
Non-Employee Director Plan"), which was assumed by MedPartners under
the terms of the Agreement and Plan of Merger in connection with the
merger of Seabird Merger Corporation with and into InPhyNet.
(5) Determined pursuant to Rule 457 (h) under the Securities Act of 1933
solely for the purpose of calculating the registration fee and represents
the weighted average exercise price of the outstanding stock options under
the MedPartners Non-Employee Director Plan.
(6) Maximum number of shares which may be issued by MedPartners pursuant to
stock options available for future grant under the MedPartners Plan.
(7) Determined pursuant to Rule 457 (h) under the Securities Act of 1933
solely for the purpose of calculating the registration fee and represents
the last sale price of the Common Stock of MedPartners as reported on The
New York Stock Exchange Composite Transaction Tape on June 24, 1997.
(8) Maximum number of shares which may be issued by MedPartners pursuant to
stock options available for future grant under the MedPartners
Non-Employee Director Plan.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
MedPartners, Inc., a Delaware corporation ("MedPartners" or the
"Company"), hereby incorporates by reference into this registration statement on
Form S-8 (the "Registration Statement") the following documents which have
heretofore been filed by the Company with the Securities and Exchange Commission
(the "Commission"):
(a) The Company's Annual Report on Form 10-K/A for the year ended
December 31, 1996.
(b) The Company's Quarterly Report on Form 10-Q filed for the
quarter ended March 31, 1997.
(c) The Company's Current Report on Form 8-K filed January 27,
1997 (reporting the entering into of the Plan of Merger with
InPhyNet and setting forth certain pro forma financial
information for the combined companies).
(d) The description of securities to be registered contained in
the Registration Statement filed with the Commission on Form
8-B under the Exchange Act and declared effective on November
29, 1995, including any amendment or reports filed for the
purpose of updating such description.
There are also hereby incorporated by reference into this Registration
Statement and made a part hereof the following documents filed by InPhyNet
Medical Management Inc. ("InPhyNet") with the Commission (File No. 0-24336):
(a) InPhyNet's Annual Report on Form 10-K/A for the fiscal year
ended December 31, 1996.
(b) InPhyNet's Quarterly Report on Form 10-Q for the fiscal
quarter ended March 31, 1997.
(c) InPhyNet's Current Report on Form 8-K filed on January 23,
1997 (reporting the entering into of the Plan of Merger with
MedPartners).
(d) InPhyNet's Current Report on Form 8-K filed on May 22, 1997
(relating to an adjustment of certain merger terms).
(e) InPhyNet's Registration Statement on Form 8-A dated March 6,
1996.
All documents subsequently filed by the Company or InPhyNet pursuant to
Section 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a
post-effective amendment which indicates that all securities offered 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 date of filing of such documents.
Any statements 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 is also incorporated by reference herein) modifies or supersedes such
statement. Any statement so modified or superseded shall not be deemed to
constitute a part of this Registration Statement except as so modified or
superseded.
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable.
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ITEM 5. INTERESTS OF NAMED EXPERTS & COUNSEL
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 102(b)(7) of the Delaware General Corporate Law ("DGCL") grants
corporations the right to limit or eliminate the personal liability of their
directors in certain circumstances in accordance with provisions therein set
forth. The Company's Restated Certificate of Incorporation contains a provision
eliminating or limiting director liability to the Company and its stockholders
for monetary damages arising from acts or omissions in the director's capacity
as a director. The provision does not, however, eliminate or limit the personal
liability of a director (i) for any breach of such director's duty 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
the Delaware statutory provision making directors personally liable, under a
negligence standard, for unlawful dividends or unlawful stock purchases or
redemptions, or (iv) for any transaction from which the director derived an
improper personal benefit. This provision offers persons who serve on the Board
of Directors of the Company protection against awards of monetary damages
resulting from breaches of their duty of care (except as indicated above). As a
result of this provision, the ability of the Company or a stockholder thereof to
successfully prosecute an action against a director for a breach of his duty of
care is limited. However, the provision does not affect the availability of
equitable remedies such as an injunction or rescission based upon a director's
breach of his duty of care. The Commission has taken the position that the
provision will have no effect on claims arising under the federal securities
laws.
Section 145 of the DGCL grants corporations the right to indemnify
their directors, officers, employees and agents in accordance with the provision
therein set forth. The Company's Amended and Restated By-laws provide for
mandatory indemnification rights, subject to limited exceptions, to any
director, officer, employee, or agent of the Company who, by reason of the fact
that he or she is a director, officer, employee, or agent of the Company is
involved in a legal proceeding of any nature. Such indemnification rights
include reimbursement for expenses incurred by such director, officer, employee,
or agent in advance of the final disposition of such proceeding in accordance
with the applicable provisions of the DGCL.
The Company has entered into agreements with all of its directors and
executive officers pursuant to which the Company has agreed to indemnify such
directors and executive officers against liability incurred by them by reason of
their services of a director to the fullest extent allowable under applicable
law. In addition, the Company has purchased insurance containing customary terms
and conditions as permitted by Delaware law on behalf of its directors and
officers, which may cover liabilities under the Securities Act of 1933.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
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ITEM 8. EXHIBITS
Exhibit Number Description of Exhibit
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(4)-1 MedPartners, Inc. Stockholders' Rights Plan, filed as Exhibit (4)-1 to the
Company's Registration Statement on Form S-4 (Registration No. 333-00774)
is hereby incorporated by reference.
(4)-2 Amendment No. 1 to the Stockholders' Rights Plan of MedPartners, Inc., filed
as Exhibit (4)-2 to the Company's Annual Report on Form 10-K for the fiscal
year ended December 31, 1996, is hereby incorporated herein by reference.
(4)-3 Amendment No. 2 to the Stockholders' Rights Plan of MedPartners, Inc., filed
as Exhibit (4)-2 to the Company's Registration Statement on Form S-3
(Registration No. 333-17339), is hereby incorporated herein by reference.
(4)-4 MedPartners, Inc. 1994 Stock Incentive Plan
(4)-5 MedPartners, Inc. 1994 Non-Employee Director Stock
Option Plan.
(5) Opinion of Haskell Slaughter & Young, L.L.C. as to legality of the shares of
MedPartners, Inc. Common Stock being registered.
(23)-1 Consent of Ernst & Young LLP, Independent Auditors
(23)-2 Consent of Haskell Slaughter & Young, L.L.C. (contained in the opinion of
counsel filed as Exhibit 5 to this Registration Statement).
24 Powers of Attorney (set forth on the signature page of this Registration
Statement).
ITEM 9. UNDERTAKINGS
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 of 1933;
(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. Notwithstanding the foregoing, any
increase or decrease in the amount of securities offered (if
the total dollar value of securities offered would not exceed
that which was registered) and any deviation from the low or
high end of the estimated maximum offering range may be
reflected in the form of prospectus filed
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with the Commission pursuant to Rule 424(b) under the
Securities Act if, in the aggregate, the changes in amount and
price represent no more than a 20% change in the maximum
aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective 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 (ii) do not apply if
the registration statement is on Form S-3, S-8, or F-3, and the
information required to be included in a post-effective amendment by
those paragraphs is contained in period reports filed with or furnished
to the Commission by the Registrant pursuant to Section 13 or 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 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.
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the 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 initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the 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 Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other than
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 Act and
will be governed by the final adjudication of such issue.
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SIGNATURES
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 City of Birmingham, State of Alabama, on June 27, 1997.
MEDPARTNERS, INC.
By /s/ Larry R. House
---------------------------------
Larry R. House
Chairman of the Board, President and
Chief Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Larry R. House and Harold O. Knight, Jr.,
and each or either of them, 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 and all amendments (including
post-effective amendments) to this Registration Statement and any subsequent
registration statements relating to the offering to which this Registration
Statement relates, and to file the same, with all exhibits thereto and other
documents in connection therewith, with the Securities and Exchange Commission,
granting unto said attorneys-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 and 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 either of them, or their or his
substitutes or substitute, may lawfully do or cause to be done by virtue hereof.
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
--------- ----- ----
/s/ Larry R. House Chairman of the Board, President June 27, 1997
--------------------------------- and Chief Executive Officer
Larry R. House (Principal Executive Officer)
/s/ Harold O. Knight, Jr. Executive Vice President and June 27, 1997
--------------------------------- Chief Financial Officer
Harold O. Knight, Jr. (Principal Financing and
Accounting Officer)
/s/ Richard M. Scrushy Director June 27, 1997
---------------------------------
Richard M. Scrushy
/s/ Larry D. Striplin, Jr. Director June 27, 1997
---------------------------------
Larry D. Striplin, Jr.
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/s/ Charles W. Newhall III Director June 27, 1997
----------------------------------
/s/ Charles W. Newhall III
/s/ Ted H. McCourtney, Jr. Director June 27, 1997
----------------------------------
/s/ Ted H. McCourtney, Jr.
/s/ Walter T. Mullikin, M.D. Director June 27, 1997
----------------------------------
/s/ Walter T. Mullikin, M.D.
/s/ John S. McDonald, J.D. Director June 27, 1997
----------------------------------
/s/ John S. McDonald, J.D.
/s/ Richard J. Kramer Director June 27, 1997
----------------------------------
/s/ Richard J. Kramer
/s/ Rosalio J. Lopez, M.D. Director June 27, 1997
----------------------------------
/s/ Rosalio J. Lopez, M.D.
/s/ C.A. Lance Piccolo Director June 27, 1997
----------------------------------
/s/ C.A. Lance Piccolo
/s/ Rodger L. Headrick Director June 27, 1997
----------------------------------
/s/ Rodger L. Headrick
/s/ Harry M. Jansen Kraemer, Jr. Director June 27, 1997
----------------------------------
/s/ Harry M. Jansen Kraemer, Jr.
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EXHIBIT INDEX
Exhibit Sequential
Number Description of Exhibit Page Number
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(4)-1 MedPartners/Mullikin, Inc. Stockholders' Rights Plan, filed as
Exhibit (4)-1 to the Company's Registration Statement on Form
S-4 (Registration No. 333-00774) is hereby incorporated by
reference.
(4)-2 Amendment No. 1 to the Stockholders' Rights Plan of
MedPartners, Inc., filed as Exhibit (4)-2 to the Company's
Annual Report on Form 10-K for the fiscal year ended December
31, 1996, is hereby incorporated herein by reference.
(4)-3 Amendment No. 2 to the Stockholders' Rights Plan of
MedPartners, Inc., filed as Exhibit (4)-2 to the Company's
Registration Statement on Form S-3 (Registration No.
333-17339), is hereby incorporated herein by reference.
(4)-4 MedPartners, Inc. 1994 Stock Incentive Plan.
(4)-5 MedPartners, Inc. 1994 Non-Employee Director
Stock Option Plan.
(5) Opinion of Haskell Slaughter & Young, L.L.C. as to legality of
the shares of MedPartners, Inc. Common Stock being registered.
(23)-1 Consent of Ernst & Young LLP, Independent Auditors.
(23)-2 Consent of Haskell Slaughter & Young, L.L.C. (contained in the
opinion of counsel filed as Exhibit 5 to this Registration
Statement).
24 Powers of Attorney (set forth on the signature page of this
Registration Statement).