-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, IJ3PSsFmUba9563jyXcZGHZ9pMRONKj/hDnjaNbcR1gJcRB0dyY0CT68ns5DK7jC 57MCzRJSJz1DBzwDNcZG/w== /in/edgar/work/0001007507-00-000039/0001007507-00-000039.txt : 20001031 0001007507-00-000039.hdr.sgml : 20001031 ACCESSION NUMBER: 0001007507-00-000039 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20001030 EFFECTIVENESS DATE: 20001030 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MORRISON MANAGEMENT SPECIALISTS INC CENTRAL INDEX KEY: 0001007507 STANDARD INDUSTRIAL CLASSIFICATION: [5812 ] IRS NUMBER: 631155966 STATE OF INCORPORATION: GA FISCAL YEAR END: 0531 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-48958 FILM NUMBER: 749345 BUSINESS ADDRESS: STREET 1: 1955 LAKE PARK DR SE STREET 2: STE 400 CITY: SMYRNA STATE: GA ZIP: 30080-8855 BUSINESS PHONE: 7704373300 MAIL ADDRESS: STREET 1: 1955 LAKE PARK DR SE STREET 2: STE 400 CITY: SMYRNA STATE: GA ZIP: 30080-8855 FORMER COMPANY: FORMER CONFORMED NAME: MORRISON HEALTH CARE INC DATE OF NAME CHANGE: 19960209 S-8 1 0001.txt FORM S-8 As filed with the Securities and Exchange Commission on October 30, 2000. Registration No. 333-____ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 MORRISON MANAGEMENT SPECIALISTS, INC. - -------------------------------------------------------------------------------- (Exact Name of Registrant as Specified in its Charter) GEORGIA 63-1155966 - -------------------------------------------------------------------------------- (State or Other Jurisdiction of (I.R.S. Employer Identification No.) Incorporation or Organization) 1955 LAKE PARK DRIVE, S.E., SUITE 400, SMYRNA, GEORGIA 30080 - -------------------------------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) 1996 STOCK INCENTIVE PLAN (Full Title of the Plan) John E. Fountain, Esq. Morrison Management Specialists, Inc. 1955 Lake Park Drive, S.E., Suite 400, Smyrna, Georgia 30080 - -------------------------------------------------------------------------------- (Name and Address of Agent for Service) (770) 437-3300 - -------------------------------------------------------------------------------- (Telephone Number, Including Area Code, of Agent for Service) Copy to: Gabriel Dumitrescu, Esq. Powell, Goldstein, Frazer & Murphy LLP 191 Peachtree Street, N.E. Sixteenth Floor Atlanta, Georgia 30303 CALCULATION OF REGISTRATION FEE - -------------------------------------------------------------------------------- Proposed Proposed Title of Maximum Maximum Securities Amount Offering Aggregate Amount of to be to be Price Per Offering Registration Registered Registered Share Price Fee - --------------- ---------- --------- ----------- ------------ Common Stock, 500,000 $28.50(2) $14,250,000 (3) $2,850 $0.01 par value shares(1) (1) Representing shares of the Registrant's common stock, $.01 par value (the "Common Stock") that may be issued and sold by the Registrant in connection with the Registrant's 1996 Stock Incentive Plan (the "Plan"). This Registration Statement also covers such indeterminable number of additional shares as may become issuable to prevent dilution in the event of stock splits, stock dividends or similar transactions pursuant to the terms of the Plan. Pursuant to separate Registration Statements on Forms S-8 (Reg. No. 333-2100, 333-4505, 333-20197 and 333-40177), the Registrant previously registered 500,000 shares, 250,000 shares, 100,000 shares and 900,000 shares, respectively, of Common Stock not included in the above figure subject to issuance under the Plan. (2) The average of the high and low prices of the Registrant's Common Stock as reported by The New York Stock Exchange on October 26, 2000. (3) The aggregate offering price is calculated solely for the purpose of determining the registration fee pursuant to Rule 457(h)(1) under the Securities Act of 1933, as amended. Incorporation by reference of contents of Registration Statements on Forms S-8 (Reg. No. 333-2100, 333-4505, 333-20197 and 333-40177). The contents of the Registration Statement on Form S-8 filed by the Registrant on March 8, 1996 (File No. 333-2100), the Registration Statement on Form S-8 filed by the Registrant on May 3, 1996 (File No. 333-4504), the Registration Statement on Form S-8 filed by the Registrant on January 22, 1997 (File No. 333-20197) and the Registration Statement on Form S-8 filed by the Registrant on November 13, 1997, (File No. 333-40177) relating to the Plan are hereby incorporated by reference pursuant to General Instruction E to Form S-8. Item 8. Exhibits. The following opinions and consents are filed with this Registration Statement. Exhibit Number Description - -------------------------------------------------------------------------------- 5 Opinion of counsel with respect to the securities being registered. 23.1 Consent of counsel (included in Exhibit 5). 23.2 Consent of independent auditors. 24 Power of Attorney (see signature pages to this Registration Statement). 99 1996 Stock Incentive Plan [Incorporated by reference to Exhibit 10.9 of the Registrant's amendment to Registration Statement on Form 10/A filed with the Commission on February 29, 1996.] 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 Atlanta, Georgia, on the 30th day of October, 2000. MORRISON MANAGEMENT SPECIALISTS, INC. By:/s/ Glenn A. Davenport Glenn A. Davenport President, Chief Executive Officer and Chairman of the Board POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Glenn A. Davenport and John E. Fountain, and either of them, as his true and lawful attorneys-in-fact and agents, 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 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 or necessary to be done in and about the premises, as fully 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 their substitutes, 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 below by the following persons in the capacities indicated on the date indicated. Signature Title Date /s/ Glenn A. Davenport President, Chief Executive October 30, 2000 Glenn A. Davenport Officer and Chairman of the Board /s/ K. Wyatt Engwall Chief Financial Officer October 30, 2000 K. Wyatt Engwall and Assistant Secretary (Principal Financial Officer) /s/ Claire L. Arnold Director October 23, 2000 Claire L. Arnold /s/ E. Eugene Bishop Director October 23, 2000 E. Eugene Bishop /s/ Fred L. Brown Director October 23, 2000 Fred L. Brown /s/ Michael F. Corbett Director October 24, 2000 Michael F. Corbett /s/ John B. McKinnon Director October 24, 2000 John B. McKinnon /s/ A. Robert Outlaw, Jr. Director October 24, 2000 A. Robert Outlaw, Jr. /s/ Dr. Benjamin F. Payton Director October 25, 2000 Dr. Benjamin F. Payton EXHIBIT INDEX Exhibit Number Description - -------------------------------------------------------------------------------- 5 Opinion of counsel with respect to the securities being registered. 23.1 Consent of counsel (included in Exhibit 5). 23.2 Consent of independent auditors. 24 Power of Attorney (see signature pages to this Registration Statement). 99 1996 Stock Incentive Plan [Incorporated by reference to Exhibit 10.9 of the Registrant's amendment to Registration Statement on Form 10/A filed with the Commission on February 29, 1996.] EX-5 2 0002.txt OPINION OF COUNSEL EXHIBIT 5 October 30, 2000 Morrison Management Specialists, Inc. 1955 Lake Park Drive, S.E. Suite 400 Smyrna, Georgia 30080-8855 Re: Registration Statement on Form S-8 1996 Stock Incentive Plan Ladies and Gentlemen: We have served as counsel for Morrison Management Specialists, Inc., a Georgia corporation (the "Company"), in connection with the registration under the Securities Act of 1933, as amended, pursuant to a Registration Statement on Form S-8 (the "Registration Statement") of an aggregate 500,000 shares (the "Shares") of common stock, $.01 par value, of the Company, to be offered and sold by the Company pursuant to its 1996 Stock Incentive Plan (the "Plan"). We have examined and are familiar with originals or copies (certified, photostatic or otherwise identified to our satisfaction) of such documents, corporate records and other instruments relating to the incorporation of the Company and the adoption of the Plan as we have deemed necessary and advisable. In all such examinations, we have assumed the genuineness of all signatures on all originals and copies of documents we have examined, the authenticity of all documents submitted to us as originals and the conformity to original documents of all certified, conformed or photostatic copies. As to questions of fact material and relevant to our opinion, we have relied upon certificates or representations of Company officials and of appropriate state, local and federal officials. We express no opinion as to matters under or involving laws other than the laws of the State of Georgia. Morrison Management Specialists, Inc. October 30, 2000 Page 2 Based upon and subject to the foregoing and having regard for such legal considerations as we have deemed relevant, it is our opinion that: 1. The Shares have been duly authorized; and 2. Upon the issuance and delivery of the Shares upon receipt of lawful consideration therefore pursuant to the Plan, such Shares will be validly issued, fully paid and non-assessable. We hereby consent to the filing of this opinion as Exhibit 5 to the Registration Statement. Very truly yours, /s/ POWELL, GOLDSTEIN, FRAZER & MURPHY LLP EX-23 3 0003.txt CONSENT OF OUTSIDE AUDITORS EXHIBIT 23.2 Consent of Independent Auditors We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the Morrison Management Specialists, Inc. 1996 Stock Incentive Plan of our report dated June 22, 2000, with respect to the consolidated financial statements and schedule of Morrison Management Specialists, Inc. incorporated by reference in its Annual Report (Form 10-K) for the year ended May 31, 2000, filed with the Securities and Exchange Commission. /s/ Ernst & Young LLP Atlanta, Georgia October 24, 2000 -----END PRIVACY-ENHANCED MESSAGE-----