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As filed with the Securities and Exchange Commission on June __, 2000
REGISTRATION NO. 333-48833
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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POST EFFECTIVE AMENDMENT NO. 1 TO
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
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ORTHALLIANCE, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 95-463213
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
21535 HAWTHORNE BOULEVARD, SUITE 200
TORRANCE, CALIFORNIA 90503
(Address, including zip code, of registrant's principal executive offices)
ORTHALLIANCE, INC.
1997 DIRECTOR STOCK OPTION PLAN
(Full title of plan)
SAM WESTOVER
CHIEF EXECUTIVE OFFICER
21535 HAWTHORNE BOULEVARD, SUITE 200
TORRANCE, CALIFORNIA 90503
(310) 792-1300
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
COPY TO:
MICHAEL J. O'SULLIVAN, ESQ.
MUNGER, TOLLES & OLSON LLP
355 SOUTH GRAND AVENUE, SUITE 3500
LOS ANGELES, CALIFORNIA 90071-1560
(213) 683-9100
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CALCULATION OF REGISTRATION FEE
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Proposed
Proposed Maximum
Title of Maximum Aggregate
Securities To Be Amount To Be Offering Price Offering Amount of
Registered Registered (1) Per Share(2) Price(2) Registration Fee
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Class A Common 300,000 (2) $1,767,968.75 $466.75
Stock, par value
$.001 per share
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(1) This Registration Statement shall also cover any additional shares of
Common Stock which become issuable under the OrthAlliance, Inc. 1997
Director Stock Option Plan by reason of any stock dividend, stock split,
recapitalization or other similar transaction effected without the receipt
of consideration which results in an increase in the number of the
outstanding shares of Common Stock of OrthAlliance, Inc.
(2) Calculated solely for purposes of this offering under Rule 457(h) of the
Securities Act of 1933 on the basis of the average price of the total of
(i) options previously granted for 95,000 shares of Class A Common Stock
(the "Common Stock") under the 1997 Director Stock Option Plan (the "Plan")
at an exercise price of $6.00 per share, and (ii) the average of the high
and low sales prices per share reported on the Nasdaq National Market on
May 31, 2000 for the 205,000 shares of Common Stock for which options have
not been granted under the Plan.
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INCORPORATION BY REFERENCE
Pursuant to General Instruction E to Form S-8, the contents of the Registration
Statement on Form S-8 filed by OrthAlliance, Inc. (the "Registrant") under
registration number 333-48833 with respect to the securities offered pursuant to
the Registrant's 1997 Director Stock Option Plan (the "Plan") are hereby
incorporated by reference herein, and the opinions and consents listed below are
annexed hereto:
Exhibit Description
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4.3 OrthAlliance, Inc. 1997 Director Stock Option Plan, as amended.
5.1 Opinion of Munger, Tolles & Olson LLP regarding legality of shares
being registered.
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of Munger, Tolles & Olson LLP (included in Exhibit 5.1).
24.1 Power of Attorney (included on signature page).
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SIGNATURES
Pursuant to the requirements of the Securities Act, 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 Torrance, State of California, on the 2nd day of June, 2000.
ORTHALLIANCE, INC.
By: /s/ Sam Westover
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Sam Westover
Chief Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below
constitutes and appoints Sam Westover, James C. Wilson and Paul H. Hayase and
each of them, a true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution for such person and in his name, place and
stead, in any and all capacities, to sign any and all amendments to this
Registration Statement, and to file the same with all exhibits thereto and other
documents in connection therewith, with the 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 or 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, and any of them, or their 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 and as of the dates
indicated.
Signature Title Date
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/s/ Sam Westover President, Chief Executive June 2, 2000
- ------------------------- Officer and Director
Sam Westover (Principal Executive Officer)
/s/ James C. Wilson Chief Financial Officer June 2, 2000
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James C. Wilson Accounting Officer)
/s/ W. Dennis Summers Chairman of the Board June 2, 2000
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W. Dennis Summers
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Signature Title Date
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Director June __, 2000
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Randall K. Bennett
/s/ Larry D. Dormois Director June 2, 2000
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Larry D. Dormois
/s/ Douglas D. Durbin Director June 2, 2000
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Douglas D. Durbin
/s/ G. Harry Durity Director June 2, 2000
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G. Harry Durity
Director June __, 2000
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Raymond G.W. Kubisch
Director June __, 2000
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Craig L. McKnight
Director June __, 2000
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Stephen G. Tracey
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EXHIBIT INDEX
EXHIBIT DESCRIPTION PAGE
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4.3 OrthAlliance, Inc. 1997 Director Stock Option Plan, as
amended.
5.1 Opinion of Munger, Tolles & Olson LLP regarding legality of
shares being registered.
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of Munger, Tolles & Olson LLP (included in Exhibit
5.1).
24.1 Power of Attorney (included on signature page).