As filed with the Securities and Exchange Commission on February 13, 2001
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
TLC LASER EYE CENTERS INC.
(Exact name of registrant as specified in its charter)
Ontario, Canada 980151150
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
5600 Explorer Drive
Suite 301
Mississauga, Ontario L4W 4Y2
Canada
(905) 602-2020
(Address of Principal Executive Offices, Including Zip Code)
TLC LASER EYE CENTERS INC. SHARE OPTION PLAN
THOMAS G. O'HARE EMPLOYMENT AGREEMENT
(Full Title of the Plan)
Lloyd Fiorini
TLC Laser Eye Centers Inc.
5600 Explorer Drive
Suite 301
Mississauga, Ontario L4W 4Y2
Canada
(Name and Address of Agent for Service)
(905) 602-2020
(Telephone Number, Including Area Code, of Agent For Service)
Copy to:
Jeffrey E. Jordan, Esq.
Arent Fox Kintner Plotkin & Kahn, PLLC
1050 Connecticut Avenue, N.W.
Washington, DC 20036-5339
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CALCULATION OF REGISTRATION FEE
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Proposed Maximum Estimated Maximum
Title of Securities Amount to be Offering Price Per Aggregate Offering Amount of
to be Registered Registered Share Price Registration Fee
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Common Stock, $.01 par value 1,000,000 shares $5.205(1) $5,205,000(1) $1,374.12
Common Stock, $.01 par value 250,000 shares $6.625(2) $1,656,250(2) $437.25
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(1) Estimated solely for the purpose of calculating the registration fee
under Rule 457(c).
(2) Pursuant to Rule 457(h)(1), based on the exercise price of
outstanding options.
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 to be contained in a Section 10(a)
prospectus is omitted from the Registration Statement in accordance with
Rule 428 under the Securities Act of 1933 (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 previously filed by the Registrant with the
Securities and Exchange Commission are incorporated by reference in this
Registration Statement:
1. The Registrant's quarterly report on Form 10-Q for the period ended
November 30, 2000.
2. The Registrant's quarterly report on Form 10-Q for the period ended
August 31, 2000.
3. The Registrant's annual report on Form 10-K for the fiscal year
ended May 31, 2000.
4. Registrant's Form 8-A Registration Statement filed pursuant to
Section 12 of the Securities Exchange Act of 1934 (the "Exchange
Act"), containing a description of the Registrant's common stock,
including any amendment or report filed for the purpose of updating
such description.
In addition, all documents subsequently filed by the Registrant pursuant
to Sections 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 in this Registration Statement 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
Not Applicable.
Item 6. Indemnification of Directors and Officers
Under the Business Corporations Act (Ontario), the Registrant may
indemnify a present or former director or officer or a person who acts or acted
at the Registrant's request as a director or officer of another corporation of
which such Registrant is or was a shareholder or creditor, and his heirs and
legal representatives, against all costs, charges and expenses, including an
amount paid to settle an action or
satisfy a judgment, reasonably incurred by him in respect of any civil, criminal
or administrative action or proceeding to which he is made a party by reason of
his position with the Registrant or such other corporation, as the case may be,
provided that such person acted honestly and in good faith with a view to the
best interests of the Registrant and, in the case of a criminal or
administrative action or proceeding that is enforced by a monetary penalty, such
person had reasonable grounds for believing that his conduct was lawful. Such
indemnification may be made in connection with an action by or on behalf of the
Registrant or such other corporation, as the case may be, only with court
approval. A director or officer referred to above is entitled to indemnification
from the Registrant as a matter of right if he was substantially successful on
the merits and fulfilled the conditions set forth above.
In accordance with the Business Corporations Act (Ontario), the By-laws of
the Registrant indemnify a director or officer, a former director or officer, a
person who acts or acted at the Registrant's request as a director or officer of
a corporation of which the Registrant is or was a shareholder or creditor, or
such person's heirs and legal representatives, against all costs, charges and
expenses, including an amount paid to settle an action or satisfy a judgment,
reasonably incurred by such person in respect of any civil, criminal or
administrative action or proceeding to which such person is made a party by
reason of being or having been a director or officer of the Registrant or such
other corporation if such person acted honestly and in good faith with a view to
the best interests of the Registrant, and, in the case of a criminal or
administrative action or proceeding that is enforced by monetary penalty, such
person had reasonable grounds for believing that such person's conduct was
lawful.
A policy of directors' and officers' liability insurance is maintained by
the Company which insures, subject to certain exclusions, directors and officers
of the Registrant for damages, judgments, settlements and defense costs as a
result of claims based upon their acts or omissions in their capacities as
directors and officers of the Registrant, and also reimburses the Registrant for
payments made pursuant to the indemnity provisions under the Business
Corporations Act (Ontario), the Registrant's Articles or By-laws or the common
law.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers or persons controlling the
Registrant pursuant to the foregoing provisions, the Registrant has been
informed that in the opinion of the U.S. Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and is
therefore unenforceable.
Item 7. Exemption from Registration Claimed
Not applicable.
Item 8. Exhibits
See Exhibit Index.
Item 9. Undertakings
(a) The Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made of the securities registered hereby, a post-effective amendment to
this Registrant Statement to:
(i) Include any prospectus required by Section 10(a)(3) of the
Securities Act;
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(ii) Reflect in the prospectus any facts or events which,
individually or together, represent a fundamental change in the
information in this Registration Statement;
(iii) Include any additional or changed material information
on the plan of distribution;
provided, however, that the undertakings set forth in paragraphs (1)(i) and
(1)(ii) above 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 this Registration Statement.
(2) For determining 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 end of the offering.
(b) The Registrant hereby further 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, unless in the opinion of its counsel the matter has
been settled by controlling precedent, will 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.
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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 District of Columbia, on this 24th day of January, 2001.
TLC LASER EYE CENTERS INC.
By: /s/ Elias Vamvakas
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Elias Vamvakas
Chief Executive Officer
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints Elias
Vamvakas his or her true and lawful attorney-in-fact and agent with full power
of substitution and resubstitution, for him or her, and in his or her name,
place and stead, in any and all capacities, to sign any and all amendments to
the Form S-8 Registration Statement, and to file the same, with all exhibits
thereto, and all documents in connection therewith, with the Commission,
granting unto said attorney-in-fact and agent, and each of them, full power and
authority to do and perform each and every act and thing requisite and necessary
to be done to comply with the provisions of the Securities Act and all
requirements of the Commission, hereby ratifying and confirming all that said
attorney-in-fact and agent or any of them, or their or his or her 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 below by the following persons in the capacities and
on the dates indicated:
Signatures Title Date
- ---------- ----- ----
/s/ Elias Vamvakas Chief Executive Officer January 24, 2001
- -------------------------------- and Chairman of the Board
Elias Vamvakas of Directors
/s/ Peter J. Kastelic Chief Financial Officer and January 24, 2001
- -------------------------------- Treasurer (Principal Financial
Peter J. Kastelic and Accounting Officer)
Co-National Medical Director January __, 2001
- -------------------------------- and Director
Jeffery J. Machat
/s/ Howard J. Gourwitz Director January 24, 2001
- --------------------------------
Howard J. Gourwitz
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/s/ William David Sullins, Jr. Director January 24, 2001
- --------------------------------
William David Sullins, Jr.
/s/ Warren S. Rustand Director January 24, 2001
- --------------------------------
Warren S. Rustand
/s/ John F. Riegert Director January 24, 2001
- --------------------------------
John F. Riegert
/s/ Thomas N. Davidson Director January 24, 2001
- --------------------------------
Thomas N. Davidson
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EXHIBIT INDEX
Exhibit
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5. Opinion of Arent Fox Kintner Plotkin & Kahn, PLLC
concerning validity of securities registered
23. Consent of Arent Fox Kintner Plotkin & Kahn, PLLC (counsel):
included in exhibit 5
24. Power of Attorney: included on signature page
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