As filed with the Securities and Exchange Commission on April 8, 1997
Registration No. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------------
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
---------------------
IBAH, INC.
(Exact name of registrant as specified in its charter)
Delaware 52-1670189
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
Four Valley Square
512 Township Line Road
Blue Bell, Pennsylvania 19422
(Address of principal executive offices) (Zip Code)
IBAH, INC.
1997 EQUITY COMPENSATION PLAN
(Full title of the plan)
GERALDINE A. HENWOOD
Chief Executive Officer
Four Valley Square
512 Township Line Road
Blue Bell, PA 19422
(Name and address of agent for service)
(215) 283-0770
(Telephone number, including area code, of agent for service)
-----------------------
Copy of all communications to:
THOMAS J. SHARBAUGH JANE H. HOLLINGSWORTH
Morgan, Lewis & Bockius LLP General Counsel
2000 One Logan Square IBAH, Inc.
Philadelphia, PA 19103 Four Valley Square
(215) 963-5000 512 Township Line Road
Blue Bell, PA 19422
(215) 283-0770
CALCULATION OF REGISTRATION FEE
Proposed maximum Proposed maximum
Title of securities Amount to be offering price aggregate Amount of
to be registered registered per share (1) offering price (1) registration fee
Common Stock, $.01 par value 1,500,000(2) $6.125 $9,187,500.00 $2,784.00
========================================================================================================
(1) Estimated pursuant to Rule 457(h) solely for the purpose of calculating the
registration fee, based upon the average of the high and low sales prices
of shares of Common Stock on April 2, 1997, as reported on the Nasdaq
National Market.
(2) Pursuant to Rule 416 under the Securities Act of 1933, this Registration
Statement also covers such additional shares as may hereinafter be offered
or issued to prevent dilution resulting from stock splits, stock dividends,
recapitalizations or certain other capital adjustments.
================================================================================
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
---------------------------------------
The following documents, as filed by IBAH, Inc. (the "Registrant") with the
Securities and Exchange Commission (the "Commission"), are incorporated by
reference in this Registration Statement:
(a) The Registrant's Annual Report on Form 10-K for the year ended
December 31, 1996.
(b) The description of the Common Stock of the Registrant contained in
the Registrant's Registration Statement on Form 8-A filed by the Registrant
with the Commission to register such securities under the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), including any
amendment or reports filed for the purpose of updating such description.
All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Exchange Act, after the date of this Registration Statement and
prior to the filing of a post-effective amendment to this Registration Statement
that indicates that all securities offered hereby have been sold or that
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference in this Registration Statement and to be part hereof
from the date of filing of such documents.
Any statement 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
that is also incorporated by reference herein) modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part hereof.
Experts
-------
The financial statements contained in the Registrant's Annual Report on
Form 10-K for the year ended December 31, 1996 incorporated by reference in this
Registration Statement have been audited by Arthur Andersen LLP, independent
public accountants, as indicated in their report with respect thereto, and are
included herein in reliance upon the authority of said firm as experts in giving
such reports.
Item 4. Description of Securities.
-------------------------
Not applicable.
Item 5. Interests of Named Experts and Counsel.
--------------------------------------
Not applicable.
Item 6. Indemnification of Directors and Officers.
-----------------------------------------
A. Section 145 of the Delaware General Corporation Law ("Section 145")
permits indemnification of directors, officers, agents and controlling persons
of a corporation under certain conditions and subject to certain limitations.
Section 145 empowers a corporation to indemnify any person who was or is a party
or is threatened to be made a party to any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative, by reason of the fact that such person is or was a director,
officer or agent of the corporation or another enterprise if serving at the
request of the corporation. Depending on the character of the proceeding, a
corporation may indemnify against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and reasonably incurred
in connection with such action, suit or proceeding if the person indemnified
acted in good faith and in a manner the person reasonably believed to be in or
not opposed to, the best interests of the corporation, and, with respect to any
criminal action or
II-1
proceeding, had no reasonable cause to believe such person's conduct was
unlawful. In the case of an action by or in the right of the corporation, no
indemnification may be made with respect to any claim, issue or matter as to
which such person shall have been adjudged to be liable to the corporation
unless and only to the extent that the court of chancery or the court in which
such action or suit was brought shall determine that despite the adjudication of
liability such person is fairly and reasonably entitled to indemnity for such
expenses which the court shall deem proper. Section 145 further provides that to
the extent a director or officer of a corporation has been successful in the
defense of any action, suit or proceeding referred to above or in defense of any
claim, issue or matter therein, such person shall be indemnified against
expenses (including attorneys' fees) actually or reasonably incurred by such
person in connection therewith.
B. As permitted by the Delaware General Corporation Law, the Registrant
has included a provision in its Certificate of Incorporation, as amended, that,
subject to certain limitations, eliminates the ability of the Registrant and its
stockholders to recover monetary damages from a director of the Registrant for
breach of fiduciary duty as a director. Article VI of the Registrant's By-Laws
provides for indemnification of the Registrant's directors and officers in
certain circumstances to the fullest extent authorized by the Delaware General
Corporation Law.
C. As authorized by Section 145 of the Delaware General Corporation Law
and Article VI of the Registrant's By-Laws, the Registrant maintains, on behalf
of its directors and officers, insurance protection against certain liabilities
arising out of the discharge of their duties, as well as insurance covering the
Registrant for indemnification payments made to its directors and officers for
certain liabilities. The premiums for such insurance are paid by the
Registrant.
Item 7. Exemption from Registration Claimed.
-----------------------------------
Not applicable.
Item 8. Exhibits.
--------
The following exhibits are filed as part of this Registration Statement.
Exhibit
Number Exhibit
- ------ -------
5.1 Opinion of Morgan, Lewis & Bockius LLP
10.1 IBAH, Inc. 1997 Equity Compensation Plan
23.1 Consent of Arthur Andersen LLP
23.2 Consent of Morgan, Lewis & Bockius LLP (included in its opinion
filed as Exhibit 5.1 hereto)
24.1 Power of Attorney (included on signature page of this
Registration Statement)
II-2
Item 9. Undertakings.
------------
(a) 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; and
(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 (a)(1)(ii) do not
-------- -------
apply if the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed with the Securities
and Exchange Commission by the Registrant pursuant to Section 13 or Section
15(d) of the Securities Exchange Act of 1934 that are incorporated by reference
in the Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, 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 that remain unsold at the
termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for the purpose of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934)
that is incorporated by reference in this Registration Statement shall be deemed
to be a new registration statement relating to the securities offered herein 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 of 1933 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 Securities and
Exchange 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 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 Act and will
be governed by the final adjudication of such issue.
II-3
SIGNATURES AND POWER OF ATTORNEY
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 Blue Bell, Pennsylvania, on April 4, 1997.
IBAH, INC.
By:/s/Geraldine A. Henwood
------------------------------
Geraldine A. Henwood
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.
EACH PERSON IN SO SIGNING ALSO MAKES, CONSTITUTES AND APPOINTS GERALDINE A.
HENWOOD AND LEONARD F. STIGLIANO, AND EACH OF THEM ACTING ALONE, HIS OR HER TRUE
AND LAWFUL ATTORNEY-IN-FACT, WITH FULL POWER OF SUBSTITUTION, TO EXECUTE AND
CAUSE TO BE FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO THE
REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED, ANY AND ALL AMENDMENTS
AND POST-EFFECTIVE AMENDMENTS TO THIS REGISTRATION STATEMENT, WITH EXHIBITS
THERETO AND OTHER DOCUMENTS IN CONNECTION THEREWITH, AND HEREBY RATIFIES AND
CONFIRMS ALL THAT SAID ATTORNEY-IN-FACT OR HIS OR HER SUBSTITUTE OR SUBSTITUTES
MAY DO OR CAUSE TO BE DONE BY VIRTUE HEREOF.
Signature Capacity Date
--------- -------- ----
/s/Geraldine A. Henwood Chief Executive Officer and April 4, 1997
- ---------------------------- Director (principal executive
Geraldine A. Henwood officer)
/s/Leonard F. Stigliano Chief Financial Officer April 4, 1997
- ---------------------------- (principal financial and
Leonard F. Stigliano accounting officer)
/s/Winston J. Churchill Chairman of the Board of April 4, 1997
- ---------------------------- Directors
Winston J. Churchill
/s/Ernst-Gunter Afting Director April 4, 1997
- ----------------------------
Ernst-Gunter Afting, M.D.
/s/Victor J. Bauer Director April 4, 1997
- ----------------------------
Victor J. Bauer, Ph.D.
/s/Edwin A. Bescherer, Jr. Director April 4, 1997
- ----------------------------
Edwin A. Bescherer, Jr.
/s/Martyn D. Greenacre Director April 4, 1997
- ----------------------------
Martyn D. Greenacre
____________________________ Director April _, 1997
Judith L. Hardardt
____________________________ Director April _, 1997
Sidney Jevons, Ph.D.
/s/Sandra Panem Director April 4, 1997
- ----------------------------
Sandra Panem, Ph.D.
/s/Richard L. Sherman Director April 4, 1997
- ----------------------------
Richard L. Sherman, Esq.
IBAH, INC.
REGISTRATION STATEMENT ON FORM S-8
EXHIBIT INDEX
-------------
Exhibit
Number Exhibit
- ------ -------
5.1 Opinion of Morgan, Lewis & Bockius LLP
10.1 IBAH, Inc. 1997 Equity Compensation Plan
23.1 Consent of Arthur Andersen LLP
23.2 Consent of Morgan, Lewis & Bockius LLP (included in its opinion
filed as Exhibit 5.1 hereto)
24.1 Power of Attorney (included on signature page of this
Registration Statement)