SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------------
FORM S-8
Registration Statement
Under
The Securities Act of 1933
NATIONAL HEALTH LABORATORIES HOLDINGS INC.[F1]
(Exact name of registrant as specified in its charter)
Delaware 13-3757370
(State or other jurisdiction (I.R.S. Employer
of incorporation or Identification Number)
organization)
4225 Executive Square
Suite 805
La Jolla, California 92037
(Address of principal executive offices and zip code)
NATIONAL HEALTH LABORATORIES INCORPORATED
1994 STOCK OPTION PLAN
(Full title of the plan)
James G. Richmond, Esq.
4225 Executive Square
Suite 805
La Jolla, California 92037
(619) 657-9382
(Name, address and telephone number of agent for service)
CALCULATION OF REGISTRATION FEE
Proposed Proposed
maximum maximum
Title of Amount offering aggregate Amount of
securities to to be price per offering registration
be registered registered share price fee
Common Stock,
par value $.01 3,000,000[F2] $11.125[F3] $33,375,000 $11,509
[FN]
[F1] National Health Laboratories Holdings Inc. is the
successor registrant to National Health Laboratories Incorporated
pursuant to a holding company reorganization effected as of
June 7, 1994. The reorganization was effected pursuant to a
Registration Statement on Form S-4 (Registration No. 33-52655).
[F2] Pursuant to the Registrant's Post-Effective Amendment
No. 1 to Registration Statements on Form S-8 (Registration
No. 33-29182 and Registration No. 33-43006), 2,000,000 and
550,000 shares of Common Stock, respectively, were previously
registered in connection with National Health Laboratories
Incorporated's 1988 Stock Option Plan; the Registrant hereby
registers an additional 3,000,000 shares of Common Stock.
[F3] The shares are to be offered at prices not presently
determinable. Pursuant to Rule 457(h), the offering price is
estimated solely for the purpose of determining the registration
fee and is based on the average of the high and low prices of the
Common Stock quoted on the New York Stock Exchange Composite
Transaction Tape on August 5, 1994.
2
Explanatory Note
On February 15, 1994, the Board of Directors of
National Health Laboratories Incorporated ("NHL") approved
NHL's 1994 Stock Option Plan (the "1994 Plan"), subject to
the approval of NHL's Stockholders, which approval was
obtained on June 7, 1994.
On April 25, 1994, the Registration Statement on
Form S-4 (Registration No. 33-52655) (as amended, the "S-4
Registration Statement") of National Health Laboratories
Holdings Inc. ("Holdings") was declared effective under the
Securities Act. The S-4 Registration Statement was filed in
connection with the offering by Holdings of shares of its
common stock, par value $.01 per share ("Common Stock"), in
exchange for shares of NHL Common Stock in accordance with a
proposed corporate merger and reorganization whereby NHL
became the wholly owned indirect subsidiary of Holdings and
Holdings became the indirect parent holding company of NHL.
As a result of the consummation of the merger and
reorganization described in the S-4 Registration Statement,
the terms of the 1994 Plan were adjusted to provide for the
offering of Common Stock upon exercise of the options from
time to time in accordance with the 1994 Plan.
3
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed with the Commission
are incorporated herein by reference:
a. NHL's Annual Report on Form 10-K for the
fiscal year ended December 31, 1993;
b. NHL's Quarterly Report on Form 10-Q for the
fiscal quarter ended March 31, 1994; and
c. Holdings' Current Report on Form 8-K dated
July 8, 1994.
d. The description of the Common Stock contained
under the Heading "Description of Capital
Stock" in the Proxy Statement/Prospectus
included in the S-4 Registration Statement.
All documents subsequently filed by Holdings
pursuant to Section 13, 14 or 15(d) of the Securities
Exchange Act of 1934, as amended (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 herein by reference and to be a
part hereof from the date of filing of such documents.
Item 4. Description of Securities.
Not Applicable.
Item 5. Interests of Named Experts and Counsel.
Legal matters in connection with the Common Stock
offered hereby have been passed on for Holdings by its
Executive Vice President and General Counsel, James G.
Richmond.
Item 6. Indemnification of Directors and Officers.
As authorized by Section 145 of the General
Corporation Law of Delaware (the "Delaware Corporation
Law"), each director and officer of NHL or Holdings may be
indemnified by NHL or Holdings, respectively, against
expenses (including attorney's fees, judgments, fines and
amounts paid in settlement) actually and reasonably incurred
in connection with the defense or settlement of any threat-
ened, pending or completed legal proceedings in which he is
4
involved by reason of the fact that he is or was a director
or officer of NHL or Holdings; provided that he acted in
good faith and in a manner that he reasonably believed to be
in or not opposed to the best interest of NHL or Holdings,
as applicable, and, with respect to any criminal action or
proceeding, that he had no reasonable cause to believe that
his conduct was unlawful. If the legal proceeding, however,
is by or in the right of NHL or Holdings, the director or
officer may not be indemnified in respect of any claim,
issue or matter as to which he shall have been adjudged to
be liable for negligence or misconduct in the performance of
his duty to NHL or Holdings, as the case may be, unless a
court determines otherwise.
Article Fifth of the Restated Certificate of
Incorporation of NHL and Article Sixth of the Certificate of
Incorporation of Holdings provides that no director of NHL
or Holdings shall be personally liable to NHL or Holdings,
respectively, or their respective stockholders for monetary
damages for any breach of his fiduciary duty as a director;
provided, however, that such clause shall not apply to any
liability of a director (i) for any breach of such
director's duty of loyalty to NHL or Holdings, as the case
may be, or their respective stockholders, (ii) for acts or
omissions not in good faith or which involve intentional
misconduct or a knowing violation of law, (iii) pursuant to
Section 174 of the Delaware Corporation Law or (iv) for any
transaction from which the director derived an improper
personal benefit. In addition, Article Sixth of the
Restated Certificate of Incorporation and Article VII of the
amended By-laws of NHL and Article VII of the By-laws of
Holdings authorize NHL and Holdings, respectively, to
indemnify any person entitled to be indemnified by it under
law to the fullest extent permitted by law.
Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits
4.1 Form of National Health Laboratories
Incorporated 1994 Stock Option Plan.
4.2 Form of Stock Option Agreement.
5 Opinion of James G. Richmond, Esq., as to
the shares of Common Stock being
registered.
23.1 Consent of KPMG Peat Marwick.
5
23.2 Consent of James G. Richmond (contained
in his opinion filed as Exhibit 5).
24 Powers of Attorney.
Item 9. Undertakings.
Holdings 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.
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 the 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.
4. 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.
5. To deliver or cause to be delivered with the
prospectus, to each person to whom the prospectus is sent or
given, the latest annual report to security holders that is
incorporated by reference in the prospectus and furnished
pursuant to and meeting the requirements of Rule 14a-3 or
Rule 14c-3 under the Exchange Act; and, where interim
financial information required to be presented by Article 3
of Regulation S-X is not set forth in the prospectus, to
deliver, or cause to be delivered to each person to whom the
prospectus is sent or given, the latest quarterly report
that is specifically incorporated by reference in the
prospectus to provide such interim financial information.
6
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.
7
SIGNATURE
Pursuant to the requirements of the Securities Act
of 1933, the registrant certifies that it has reasonable
grounds to believe that it meets all the requirements for
filing on Form S-8 and has duly caused this post-effective
amendment to the registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the
City of La Jolla, the State of California, on this 12th day
of August, 1994.
NATIONAL HEALTH LABORATORIES
HOLDINGS INC.,
by /s/ David C. Flaugh
------------------------------
Name: David C. Flaugh
Title: Senior Executive Vice
President, Chief
Operating Officer and
Acting Chief Financial
Officer
Pursuant to the requirements of the Securities Act
of 1933, this Registration Statement has been signed by or
on behalf of the following persons in the capacities and on
the dates indicated:
Signature Title Date
*
------------------------ Chairman of the August 12, 1994
Ronald O. Perelman Board and Director
*
------------------------ President, Chief August 12, 1994
James R. Maher Executive Officer
and Director
/s/ David C. Flaugh Senior Executive August 12, 1994
------------------------ Vice President,
David C. Flaugh Chief Operating
Officer and Acting
Chief Financial
Officer (Principal
Financial and
Accounting Officer)
*
----------------------- Director August 12, 1994
Saul J. Farber, M.D.
8
*
------------------------ Director August 12, 1994
Howard Gittis
*
------------------------ Director August 12, 1994
Ann Dibble Jordan
*
------------------------ Director August 12, 1994
David J. Mahoney
*
------------------------ Director August 12, 1994
Paul A. Marks, M.D.
*
------------------------ Director August 12, 1994
Linda Gosden Robinson
*
----------------------- Director August 12, 1994
Samuel O. Thier, M.D.
*By: /s/ David C. Flaugh
-------------------
David C. Flaugh
Attorney-in-Fact
August 12, 1994
9
EXHIBIT INDEX
Exhibit Page
4.1 Form of National Health Laboratories
Incorporated 1994 Stock Option Plan.
4.2 Form of Stock Option Agreement.
5 Opinion of James G. Richmond, Esq. as to
the shares of Common Stock being
registered.
23.1 Consent of KPMG Peat Marwick.
23.2 Consent of James G. Richmond, Esq.
(contained in his opinion filed as
Exhibit 5).
24 Powers of Attorney.