-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, sGwMLj4IHCDPaUFda0GN2R1JgWkcUEBQGnGo/pyptSGJtM6mOKOJp+MpB+s5VYW7 xN3dMUXeI6hkRzwh9adTUQ== 0000933420-95-000006.txt : 19950517 0000933420-95-000006.hdr.sgml : 19950516 ACCESSION NUMBER: 0000933420-95-000006 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19950512 EFFECTIVENESS DATE: 19950531 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: LABONE INC CENTRAL INDEX KEY: 0000816151 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MEDICAL LABORATORIES [8071] IRS NUMBER: 480952323 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 033-59309 FILM NUMBER: 95537994 BUSINESS ADDRESS: STREET 1: 10310 W 84TH TERR CITY: LENEXA STATE: KS ZIP: 66214 BUSINESS PHONE: 9138888397 MAIL ADDRESS: STREET 1: 10310 W 84TH TERRACE CITY: LENEXA STATE: KS ZIP: 66214 FORMER COMPANY: FORMER CONFORMED NAME: HOME OFFICE REFERENCE LABORATORY INC DATE OF NAME CHANGE: 19940405 S-8 1 S-8 SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 LABONE, INC. (Exact name of registrant as specified in its charter) Delaware 48-0952323 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 10310 W. 84th Terrace Lenexa, Kansas 66214 (Address of Principal Executive (Zip Code) Offices) LABONE, INC. LONG-TERM INCENTIVE PLAN (Full title of plan) Gregg R. Sadler Secretary LabOne, Inc. 10310 W. 84th Terrace Lenexa, Kansas 66214 (Name and address of agent for service) (913) 888-1770 (Telephone number, including area code, of agent for service) CALCULATION OF REGISTRATION FEE Proposed Proposed maximum maximum Title of Amount offering aggregate Amount of securities to to be price offering registration be registered registered per share price fee Common Stock 350,000* $13.50** $4,725,000 $1,629.31 $.01 par value per share
* Includes, pursuant to Rule 416, such indeterminable number of additional shares of Common Stock as may be issued under anti- dilution provisions. ** Estimated solely for purposes of calculating the registration fee, pursuant to Rule 457(c), based upon the average of the high and the low prices for the Common Stock as reported on The Nasdaq Stock Market National Market System on May 8, 1995 ($13.50 per share). 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 the Section 10(a) prospectus is omitted from the registration statement in accordance with the Note to Part I of Form S-8. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Certain Documents by Reference. The following documents which have been filed by the registrant with the Securities and Exchange Commission are incorporated by reference in this Registration Statement: 1. The registrant's Annual Report on Form 10-K for the year ended December 31, 1994. 2. All other reports filed by the registrant or the Plan pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 since December 31, 1994. 3. Description of the registrant's Common Stock contained in Form 8-A filed pursuant to Section 12 of the Securities Exchange Act of 1934, and any subsequent amendment or report filed for the purpose of updating such information. In addition, all documents subsequently filed by the registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934 and prior to the filing of a post-effective amendment which indicates that all securities offered hereunder 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. Legal matters in connection with the Common Stock offered hereby have been passed upon for the registrant by Hillix, Brewer, Hoffhaus, Whittaker & Wright, L.L.C., 2420 Pershing Road, Kansas City, Missouri 64108. Mr. R. Dennis Wright, a member of such law firm and a member of its Executive Committee, is a director and stockholder of the registrant. As of May 11, 1995, Mr. Wright owned 2,017 shares of Common Stock of the registrant. As of such date, Mr. Wright also held an option to purchase 13,715 shares of Common Stock of the registrant, dated January 2, 1991, at an option price of $9.875 per share, and an option to purchase 8,285 shares of Common Stock of the registrant, dated March 1, 1991, at an option price of $11.125 per share. Item 6. Indemnification of Directors and Officers. Section 8 of the registrant's By-laws provides that to the full extent permitted and in the manner prescribed by Delaware law (except for Section 145(f) of the General Corporation Law of Delaware) as the same presently exists, the registrant shall (a) 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, employee or agent of the registrant or is or was serving at the request of the registrant as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement (except judgments, fines and amounts paid in settlement in the case of an action or suit by or in the right of the corporation) actually and reasonably incurred by such person in connection with such action, suit or proceeding and may (b) pay expenses incurred by any officer or director in defending a civil or criminal action, suit or proceeding in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified by the registrant as authorized in Section 8. Directors who are not employees of the registrant are also parties to indemnification agreements with Seafield Capital Corporation ("Seafield"), which owns a majority of the registrant's outstanding common stock, pursuant to which the non- employee directors (a) are indemnified by Seafield against all expenses, judgments and fines incurred by them in connection with the defense or settlement of any proceeding in which they may have been involved by reason of the fact that they were acting as non-employee directors of the registrant, and (b) are entitled to reimbursement of expenses in advance from Seafield upon undertaking to repay the same unless it shall ultimately be determined that such directors are entitled to indemnification. Seafield is not obligated under the agreements to indemnify any non-employee director in connection with any expense, judgment or fine paid to the non-employee director under an insurance policy or any other indemnification provision or agreement. The registrant is authorized to purchase and maintain insurance on behalf of any officer, director, employee, trustee or agent of the registrant or any person who is or was serving at the request of the registrant as a director, officer, employee, partner (general or limited), trustee or agent of another enterprise against any liability asserted against such person or incurred by such person in any such capacity or status. The registrant currently maintains directors' and officers' liability insurance to insure its directors and officers against certain liabilities incurred in their capacities as such. Item 7. Exemption from Registration Claimed Not applicable. Item 8. Exhibits. (4-I) Specimen Certificate for shares of the registrant's Common Stock, incorporated by reference from Exhibit (4-I) of the registrant's Registration Statement on Form S-8, Registration No. 33-86232, filed with the Commission on November 15, 1994. (4-II) Articles IV and IX of the registrant's Certificate of Incorporation, incorporated by reference from Exhibit (3)a to the registrant's Annual Report on Form 10-K, dated March 28, 1988, filed with the Commission for the year ended December 31, 1987. (4-III) Sections 2, 3, 4, 7, 9 and 11 of the registrant's By- Laws, incorporated by reference from Exhibit (3)b to the registrant's Annual Report on Form 10-K, dated March 28, 1988, filed with the Commission for the year ended December 31, 1987. (5) Opinion of Hillix, Brewer, Hoffhaus, Whittaker & Wright, L.L.C. (23) Consent of independent certified public accountants. The consent of Hillix, Brewer, Hoffhaus, Whittaker & Wright, L.L.C. is contained in its opinion filed as Exhibit (5) hereto. (99-I) Section 8 of the registrant's By-laws, incorporated by reference from Exhibit (3)b to the registrant's Annual Report on Form 10-K, dated March 28, 1988, filed with the Commission for the year ended December 31, 1987. Item 9. Undertakings. (a) The undersigned 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 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 this registration statement; (iii) To include any material information with respect to the plan of distribution not previously disclosed in this registration statement or any material change to such information in this registration statement; provided, however, that the undertakings set forth in paragraphs (1)(i) and (ii) above do not apply if the registration statement is on Form S-8 and 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 Securities Exchange Act of 1934 that are incorporated by reference in this 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 which remain unsold at the termination of the offering. (b) The undersigned registrant hereby further undertakes that, for purposes 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, where applicable, each filing of an employee benefit plan's annual report pursuant to 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 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. 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 registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Lenexa, State of Kansas, on May 11, 1995. LABONE, INC. (Registrant) By:/s/Bert H. Hood Bert H. Hood Chairman of the Board of Directors, President and 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. Signature Title Date /s/Bert H. Hood Chairman of the May 11, 1995 Bert H. Hood Board of Directors, President, Chief Executive Officer and Director /s/Robert D. Thompson Executive Vice May 11, 1995 Robert D. Thompson President - Finance, Chief Financial Officer and Treasurer /s/Kurt E. Gruenbacher Corporate Controller May 11, 1995 Kurt E. Gruenbacher /s/Giorgio Balzer Director May 11, 1995 Giorgio Balzer /s/Joseph H. Brewer, M.D. Director May 11, 1995 Joseph H. Brewer, M.D. /s/William D. Grant Director May 11, 1995 William D. Grant /s/W. Thomas Grant II Director May 11, 1995 W. Thomas Grant II /s/P. Anthony Jacobs Director May 11, 1995 P. Anthony Jacobs /s/Neal L. Patterson Director May 11, 1995 Neal L. Patterson /s/Richard A. Rifkind, M.D. Director May 11, 1995 Richard A. Rifkind, M.D. /s/Gregg R. Sadler Director May 11, 1995 Gregg R. Sadler /s/Richard S. Schweiker Director May 11, 1995 Richard S. Schweiker /s/James R. Seward Director May 11, 1995 James R. Seward /s/John E. Walker Director May 11, 1995 John E. Walker /s/R. Dennis Wright Director May 11, 1995 R. Dennis Wright Exhibit Number Document (4-I) Specimen Certificate for shares of the registrant's Common Stock, incorporated by reference from Exhibit (4-I) of the registrant's Registration Statement on Form S-8, Registration No. 33-86232, filed with the Commission on November 15, 1994. (4-II) Articles IV and IX of the registrant's Certificate of Incorporation, incorporated by reference from Exhibit (3)a to the registrant's Annual Report on Form 10-K, dated March 28, 1988, filed with the Commission for the year ended December 31, 1987. (4-III) Sections 2, 3, 4, 7, 9 and 11 of the registrant's By- Laws, incorporated by reference from Exhibit (3)b to the registrant's Annual Report on Form 10-K, dated March 28, 1988, filed with the Commission for the year ended December 31, 1987. (5) Opinion of Hillix, Brewer, Hoffhaus, Whittaker & Wright, L.L.C. (23) Consent of independent certified public accountants. The consent of Hillix, Brewer, Hoffhaus, Whittaker & Wright, L.L.C. is contained in its opinion filed as Exhibit (5) hereto. (99-I) Section 8 of the registrant's By-laws, incorporated by reference from Exhibit (3)b to the registrant's Annual Report on Form 10-K, dated March 28, 1988, filed with the Commission for the year ended December 31, 1987. - -137621 EX-5 2 EX-5 Exhibit 5 May 11, 1995 LabOne, Inc. 10310 West 84th Terrace Lenexa, Kansas 66214 Gentlemen: We refer to the Registration Statement of LabOne, Inc. (the "Company") on Form S-8, dated May 11, 1995, to be filed with the Securities and Exchange Commission for the purpose of registering under the Securities Act of 1933, as amended, 350,000 additional shares of Common Stock of the Company to be offered under the LabOne, Inc. Long-Term Incentive Plan, as amended (the "Plan"). We have examined the Certificate of Incorporation of the Company, its By-laws, the minutes of the meetings of its Board of Directors and stockholders, and other Company records pertaining to this opinion which we have deemed relevant. Based upon this examination, it is our opinion that all necessary corporate action has been taken to authorize the issuance and sale of 350,000 additional shares of Common Stock under the Plan for the consideration set forth in the Plan and, upon the issuance and sale of said 350,000 shares for such consideration, said shares will be legally issued, fully paid and non-assessable. We hereby consent to the reference to us under the heading "Legal Opinion" in the Prospectus which constitutes a part of the Registration Statement and also consent to the inclusion of this opinion in the Registration Statement as Exhibit (5) thereto. Very truly yours, HILLIX, BREWER, HOFFHAUS, WHITTAKER & WRIGHT, L.L.C. /s/Whitney F. Miller Whitney F. Miller WFM:jb EX-23 3 EX-23 Exhibit (23) INDEPENDENT ACCOUNTANTS' CONSENT The Board of Directors LabOne, Inc. We consent to incorporation by reference in the Registration Statement on Form S-8 of LabOne, Inc. (the Company), dated May 11, 1995, of our report dated February 3, 1995, except as to footnote 13, which is dated as of February 10, 1995, relating to the consolidated balance sheets of the Company and subsidiaries as of December 31, 1994 and 1993 and the related consolidated statements of earnings, stockholders' equity and cash flows for each of the years in the three-year period ended December 31, 1994 which report appears in the December 31, 1994 annual report on Form 10-K of LabOne, Inc. We also consent to the reference to our firm under the heading "Experts" in the Prospectus. /s/KPMG PEAT MARWICK, L.L.P. Kansas City, Missouri May 11, 1995 -----END PRIVACY-ENHANCED MESSAGE-----