-----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, CwHMSNh+W9nS9wLCE8Ymb5JNNFw0LYh0Wy7gklFmpce4i7slSg1c/pYQqpgiln+K OxnHzGflF86rGqouvysL9g== 0001015402-03-002956.txt : 20100218 0001015402-03-002956.hdr.sgml : 20100218 20030730164312 ACCESSION NUMBER: 0001015402-03-002956 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20030730 DATE AS OF CHANGE: 20100218 EFFECTIVENESS DATE: 20030730 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SAFEGUARD HEALTH ENTERPRISES INC CENTRAL INDEX KEY: 0000727303 STANDARD INDUSTRIAL CLASSIFICATION: HOSPITAL & MEDICAL SERVICE PLANS [6324] IRS NUMBER: 521528581 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 033-02226 FILM NUMBER: 03811885 BUSINESS ADDRESS: STREET 1: 95 ENTERPRISE STREET 2: SUITE 200 CITY: ALISO VIEJO STATE: CA ZIP: 92656-2611 BUSINESS PHONE: 9494254110 MAIL ADDRESS: STREET 1: 95 ENTERPRISE STREET 2: SUITE 200 CITY: ALISO VIEJO STATE: CA ZIP: 92656-2611 S-8 POS 1 doc1.txt AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 30, 2003 REGISTRATION NO. 33-2226 ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ________ POST-EFFECTIVE AMENDMENT NO. 5 TO FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ________ SAFEGUARD HEALTH ENTERPRISES, INC. (Exact name of registrant as specified in its charter) DELAWARE 52-1528581 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 95 ENTERPRISE, SUITE 100 ALISO VIEJO, CALIFORNIA 92656-2605 (Address of principal executive offices) SAFEGUARD HEALTH ENTERPRISES, INC. STOCK OPTION PLAN (Full title of the plan) RONALD I. BRENDZEL, ESQ. SENIOR VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY SAFEGUARD HEALTH ENTERPRISES, INC. 95 ENTERPRISE, SUITE 100 ALISO VIEJO, CALIFORNIA 92656-2605 TEL: (949) 425-4110 FAX: (949) 425-4586 (Name, address and telephone number of agent for service) COPIES TO: STRASBURGER & PRICE, L.L.P. 901 MAIN STREET, SUITE 4300 DALLAS, TEXAS 75202 (214) 651-4300 ATTN: DAVID K. MEYERCORD, ESQ.
CALCULATION OF REGISTRATION FEE ========================================================================================================================== PROPOSED PROPOSED MAXIMUM AMOUNT TO BE MAXIMUM OFFERING AGGREGATE OFFERING AMOUNT OF TITLE OF SECURITIES TO BE REGISTERED REGISTERED (1) PRICE PER SHARE (2) PRICE (2) REGISTRATION FEE (3) - ------------------------------------ ----------------- -------------------- -------------------- --------------------- Common Stock, $.01 par value 4,000,000 shares $ 1.60 $ 640,000 $ 51.78 ==================================== ================= ==================== ==================== ===================== (1) Represents the maximum aggregate number of shares of Common Stock that can be purchased by employees under the stock option plan described herein. 3,600,000 shares have been previously registered in past filings. (2) Estimated solely for purposes of computing the amount of the registration fee in accordance with Rule 457(h) under the Securities Act of 1933, as amended, based on the average of the bid and asked prices for the Common Stock on the OTC Bulletin Board on July 22, 2003. (3) Fee based on additional 400,000 shares being registered under this amendment. Filing fees for 3,600,000 shares previously registered have been paid with past filings.
INTRODUCTION This Post-Effective Amendment No. 5 to Registration Statement on Form S-8 is filed by SafeGuard Health Enterprises, Inc., a Delaware corporation (the "Company") relating to an additional 400,000 shares of the Company's Common Stock, $.01 par value, issuable upon exercise of stock options granted to optionees pursuant to the SafeGuard Health Enterprises, Inc., Stock Option Plan (the "Plan") and consists of only those items required by General Instruction E to Form S-8. PART I INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS Pursuant to General Instruction E to Form S-8, Part I is not filed as part of this Registration Statement. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Pursuant to General Instruction E to Form S-8, the contents of the Company's Registration Statement on Form S-8 (Registration No. 33-2226), as amended, filed with the Securities and Exchange Commission, are incorporated by reference into this Registration Statement. For the purposes of this Registration Statement, any statement contained in a document incorporated or deemed to be incorporated herein by reference, shall be deemed to be modified or superseded to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated herein by reference modifies or supersedes such statement in such document. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement. ITEM 8. EXHIBITS. Pursuant to General Instruction E to Form S-8, only the following exhibits are required. EXHIBIT NUMBER DESCRIPTION - ------ ----------- 5.1 Opinion of Counsel, Ronald I. Brendzel, Esq. (filed herewith). 23.1 Independent Auditors' Consent (filed herewith). 24.1 Power of Attorney (contained on signature page hereto) SIGNATURES THE REGISTRANT. 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 Post-Effective Amendment No. 5 to Registration Statement on Form S-8 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Aliso Viejo, State of California, on July 29, 2003. SAFEGUARD HEALTH ENTERPRISES, INC. By: /s/ James E. Buncher ------------------------- JAMES E. BUNCHER President and Chief Executive Officer By: /s/ Ronald I. Brendzel ------------------------- RONALD I. BRENDZEL Senior Vice President, General Counsel and Secretary POWER OF ATTORNEY Each person whose signature appears below constitutes and appoints James E. Buncher and/or Ronald I. Brendzel, his true and lawful attorneys-in-fact and agents, each acting alone, with full powers 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, each acting alone, full power and authority to do and perform each and every act and thing requisite and 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, each acting alone, or his substitute or 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 by the following persons in the capacities and on the dates indicated. SIGNATURE CAPACITY DATE --------- -------- ---- /s/ James E. Buncher President, Chief Executive Officer and July 29, 2003 - ---------------------- Director James E. Buncher /s/ Steven J. Baileys Chairman of the Board of Directors July 29, 2003 - ---------------------- Steven J. Baileys /s/ Ronald I. Brendzel Senior Vice President, General Counsel, July 29, 2003 - ---------------------- Secretary and Director Ronald I. Brendzel /s/ Dennis L. Gates Senior Vice President, Chief Financial July 29, 2003 - ---------------------- Officer and Director Dennis L. Gates /s/ Neil R. Anderson Director July 29, 2003 - ---------------------- Neil R. Anderson /s/ Stephen J. Blewitt Director July 29, 2003 - ---------------------- Steven J. Blewitt /s/ Leslie B. Daniels Director July 29, 2003 - ---------------------- Leslie B. Daniels EX-5.1 3 doc2.txt OPINION OF COUNSEL Exhibit 5.1 - ----------- July 29, 2003 Securities and Exchange Commission 450 Fifth Street Washington, D.C. 20549 Re: S-8 Registration Statement Amendment Number 5 SafeGuard Health Enterprises, Inc. Ladies and Gentlemen: As legal counsel for SafeGuard Health Enterprises, Inc., a Delaware corporation (the "Company" or "SafeGuard"), I am rendering this opinion in connection with the preparation of the Post-Effective Amendment No. 5 to the Registration Statement on Form S-8 (the "Registration Statement") to be filed with the Securities and Exchange Commission to register an additional 400,000 shares of Common Stock, $.01 par value (the "Common Stock") of the Company to be issued pursuant to the Company's Stock Option Plan (the "Stock Option Plan"). I am an attorney licensed to practice law in all courts in the State of California. I am fully familiar with the facts and circumstances regarding the attached Registration Statement. In regarding this opinion, I have made such inquiries and examined, among other things, originals or copies, certified or otherwise identified to my satisfaction, of such records, agreements, certificates, instruments and other documents, as I have considered necessary or appropriate for purposes of this opinion. For the purposes of my examination, I have assumed the genuineness of all signatures on original documents and the conformity to original documents of all copies submitted to me. I have examined the proceedings heretofore taken and am familiar with the procedures proposed to be taken by the Company in connection with the authorization, issuance and sale of the Common Stock. On the basis of and relying upon the foregoing examination and assumptions, I am of the opinion that the shares of Common Stock issuable pursuant to the Stock Option Plan, when issued and paid for in accordance with the Registration Statement and the Stock Option Plan, will be validly issued, fully paid and nonassessable. This opinion is limited to the present law of the State of Delaware, to the present federal laws of the United States and to the present judicial interpretations thereof and to the facts, as they presently exist. No opinion is expressed by me as to the effect of the laws of any other jurisdiction or as to matters of conflict or choice of law. I undertake no obligation to advise you as a result of developments occurring after the date hereof or as a result of facts or circumstances brought to my attention after the date hereof. I hereby consent to the filing of this opinion as an exhibit to the Registration Statement. Yours truly, /s/ Ronald I. Brendzel RONALD I. BRENDZEL Attorney at Law RIB/ksv EX-23.1 4 doc3.txt INDEPENDENT AUDITOR'S CONSENT Exhibit 23.1 - ------------ INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in this Post-Effective Amendment No. 5 to Registration Statement No. 33-2226 of SafeGuard Health Enterprises, Inc. on Form S-8 of our report dated March 13, 2003, (which report expresses an unqualified opinion and includes an explanatory paragraph referring to a change in method of accounting for goodwill and other intangible assets in 2002), appearing in the Annual Report on Form 10-K of SafeGuard Health Enterprises, Inc. for the year ended December 31, 2002. /s/ DELOITTE & TOUCHE LLP DELOITTE & TOUCHE LLP Costa Mesa, California July 29, 2003 -----END PRIVACY-ENHANCED MESSAGE-----