-----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, U42lV9Lh9Jw09v0Z89XkYMzXfx6DL/rekxjymCNurzfKVTOdrub6QOYxZ7bdi6ha lgTLQ9OvUSNw31kopDbYIA== 0000916002-99-000040.txt : 19990518 0000916002-99-000040.hdr.sgml : 19990518 ACCESSION NUMBER: 0000916002-99-000040 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19990517 EFFECTIVENESS DATE: 19990517 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LAB HOLDINGS INC CENTRAL INDEX KEY: 0000830158 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MEDICAL LABORATORIES [8071] IRS NUMBER: 431039532 STATE OF INCORPORATION: MO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-78593 FILM NUMBER: 99625310 BUSINESS ADDRESS: STREET 1: 5000 W. 95 STREET STREET 2: P. O. BOX 7568 CITY: SHAWNEE MISSION STATE: KS ZIP: 66207 BUSINESS PHONE: 9136483600 MAIL ADDRESS: STREET 1: 5000 W 95TH STREET STREET 2: SUITE 260 CITY: SHAWNEE MISSION STATE: KS ZIP: 66207 FORMER COMPANY: FORMER CONFORMED NAME: SEAFIELD CAPITAL CORP DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: BMA CORP /MO/ DATE OF NAME CHANGE: 19910520 FORMER COMPANY: FORMER CONFORMED NAME: SEAFIELD CAPTIAL CORP DATE OF NAME CHANGE: 19910520 S-8 1 LAB HOLDINGS, INC. FORM S-8 FOR 1997 OPTION PLAN As filed with the Securities and Exchange Commission on May 17, 1999 Registration No 333-. _________ ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 LAB HOLDINGS, INC. (Exact name of registrant as specified in its charter) MISSOURI 43-1039532 (State or other jurisdiction (I.R.S. Employer of incorporation or organization) Identification Number) 5000 West 95th Street, Suite 260, Shawnee Mission, Kansas 66207 (913) 648-3600 (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) LAB HOLDINGS, INC. 1997 DIRECTORS' STOCK OPTION PLAN __________ John H. Calvert, Esq. Lathrop & Gage L.C. 2345 Grand Boulevard, Suite 2800 Kansas City, Missouri 64108 (816) 460-5807 (Name, address, including zip code, and telephone number, including area code, of agent for service) Copies to: P. Anthony Jacobs President and Chief Executive Officer Lab Holdings, Inc. 5000 West 95th Street, Suite 260 Shawnee Mission, Kansas 66207 (913) 648-3600 CALCULATION OF REGISTRATION FEE ================================================================================ Title of Proposed Each Class of Proposed Maximum Securities Maximum Aggregate Amount of To Be Amount to be Offering Price Offering Registration Registered Registered(1) Per Unit(2) Price(2) Fee - -------------------------------------------------------------------------------- Common Stock, $1.00 par value......90,000 $14.50 $1,305,000 $363 ================================================================================ (1) Plus such additional amount which may result from plan adjustments, stock splits, stock dividends or similar transactions with respect to undistributed shares. (2) Pursuant to Rule 457(c) and (h), and solely for purposes of calculating the registration fee, the proposed maximum offering price per share and the proposed maximum aggregate offering price are based upon the average of the high and low prices of the Common Stock of the Registrant as reported by The NASDAQ Stock Market, Inc. on May 13, 1999. ================================================================================ PART I INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS The information required by Part I is not being filed with the Commission in accordance with the Note to Part I of Form S-8 and Rule 428. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Certain Documents by Reference This Registration Statement covers the offering of Common Stock of Lab Holdings, Inc. (the "Company" or "Registrant") under the Lab Holdings, Inc.1997 Directors' Stock Option Plan. The Company hereby incorporates by reference the following documents: 1. The Company's Annual Report on Form 10-K for the year ended December 31, 1998; 2. All other reports filed by the Company pursuant to Section 13(a) or 15(d) of the Securities and Exchange Act of 1934 since the end of the fiscal year covered by the Annual Report referred to above; 3. The description of the Company's Capital Stock contained in its Registration Statement on Form 8-A under Section 12 of the Securities Exchange Act of 1934, filed May 19, 1988; and 4. All documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended, 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 into this Registration Statement and to be a part hereof from the date of filing of such documents. Any statement contained herein or in a document all or a portion of which is incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be 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 amended, to constitute a part of this Registration Statement. Item 4. Description of Securities Not Applicable. Item 5. Interests of Named Experts and Counsel Not Applicable. Item 6. Indemnification of Directors and Officers The Registrant is incorporated in Missouri. Under Section 351.355 of the General and Business Corporation Law of Missouri, a corporation has the power, under specified circumstances, to indemnify its directors, officers, employees and agents in connection with actions, suits or proceedings brought against them by a third party or in the R-1 right of the corporation, by reason of the fact that they were or are such directors, officers, employees or agents, against expenses incurred in any such action, suit, or proceeding. The Registrant's Bylaws provide that directors and officers shall be indemnified to the full extent permitted or authorized under Missouri law. The Registrant's Bylaws also provide that no director of officer shall be liable to the Registrant for any loss or expense suffered by it on account of actions or omissions taken by him in such capacity if he (i) exercised the same degree of care and skill as a prudent man would have exercised under the circumstances in the conduct of his own affairs or (ii) took or omitted to take such action in reliance upon the advice of counsel or upon statements made or information furnished by directors, officers, employees or agents of the Registrant which he had no reasonable grounds to disbelieve. Section 351.355 also permits such persons to seek indemnification under any applicable bylaw, agreement, vote of stockholders or disinterested directors or otherwise. Section 351.355 also permits a corporation to provide further indemnity, in addition to that otherwise contemplated by such section, if provided for in the Articles of Incorporation or a bylaw or agreement authorized by a stockholder vote, provided that no such indemnification can be made for conduct which is finally adjudged to have been knowingly fraudulent, deliberately dishonest or willful misconduct. Section 351.355 also permits corporations to maintain insurance for officers and directors against liabilities incurred while acting in such capacities whether or not the corporation would be empowered to indemnify such persons under this section. The Registrant has entered into Indemnification Agreements with its directors and officers and the nonemployee directors of LabOne under which it has agreed to indemnify such persons against expenses, judgments and fines incurred in connection with the defense or settlement of actions, suits or proceedings brought against them by a third party or in the right of the corporation, provided such persons' conduct is not finally adjudged to have been knowingly fraudulent, deliberately dishonest or willful misconduct. An Agreement and Plan of Merger between Lab Holdings, Inc. and LabOne , Inc. which is described in the Registrant's registration statement under the Securities Act of 1933, registration No. 333-76131 provides for certain indemnification for officers and directors as well as former officers and directors of the Registrant as described under "The Merger Agreement - Indemnification" in the Joint Proxy Statement/Prospectus in the registration statement. The Registrant currently has directors and officers insurance that insures directors and officers of the Registrant with respect to claims made for alleged "wrongful acts" in their roles as directors or officers of the Registrant and its subsidiaries. The insurance also insures the Registrant for claims against the Registrant's directors or officers in situations in which the Registrant has an obligation to defend and/or indemnify its directors and officers. Item 7. Exemptions from Registration Claimed. Not Applicable. Item 8. Exhibits (a) Exhibits are listed on the Exhibit Index to this Registration Statement. (b) Not Applicable. The Plan is not qualified under Section 401 of the Internal Revenue Code. Item 9. Undertakings (a) The 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: R-2 (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 registration statement is on Form S-3 or 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 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 which remain unsold at the termination of the offering. (b) The Registrant hereby 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 that is incorporated by reference in the 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 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. R-3 SIGNATURES Pursuant to 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 Kansas City, State of Missouri, on this 13 day of May, 1999. LAB HOLDINGS, INC. By s/P. Anthony Jacobs P. Anthony Jacobs, President and Chief Executive Officer POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints P. Anthony Jacobs and Steven K. Fitzwater and each of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and re-substitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments to this Registration Statement and to file the same with all exhibits thereto, and other documents in connection therewith, with the Securities & 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 any of them, or their 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 below by the following persons on behalf of the Registrant in the capacities indicated on the dates indicated. Name Title Date s/P. Anthony Jacobs President, Chief Executive May 13, 1999 P. Anthony Jacobs Officer and Director s/Steven K. Fitzwater Executive Vice President, Chief Steven K. Fitzwater Operating and Financial Officer, Treasurer, Secretary and Director May 13, 1999 s/Linda K. McCoy Vice President and Chief May 13, 1999 Linda K. McCoy Accounting Officer Director May __, 1999 Lan C. Bentsen s/John H. Robinson, Jr. Director May 13, 1999 John H. Robinson, Jr. R-4 EXHIBIT INDEX Exhibit Number Description ------- ----------- 4(a) Copy of Lab Holdings, Inc. 1997 Directors' Stock Option Plan, as amended (incorporated by reference to Exhibit 10.4 to the Company's Report on Form 10- Q for the quarter ended September 30, 1998). 5 Opinion of Lathrop & Gage L.C. concerning the legality of the securities being registered. 23(a) Consent of Lathrop & Gage L.C. (incorporated by reference to Exhibit 5). 23(b) Consent of KPMG LLP. R-5 EX-5 2 EXHIBIT 5 LEGAL OPINION Exhibit 5 LATHROP & GAGE L.C. LAW OFFICES 2345 Grand Boulevard 1050/40 Corporate Woods Suite 2800 9401 Indian Creek Parkway Kansas City, Missouri 64108-2684 Overland Park, Kansas 66210-2007 816-292-2000, Fax 816-292-2001 816-292-2000, Fax 913-451-0875 JOHN H. CALVERT 816-460-5807 jcalvert@lathropgage.com May 13, 1999 Board of Directors Lab Holdings, Inc. 5000 West 95th Street, Suite 260 Shawnee Mission, Kansas 66207 Gentlemen, This relates to the legality of the shares of Common Stock of Lab Holdings, Inc. to be distributed pursuant to the Lab Holdings, Inc. 1997 Directors' Stock Option Plan (the "Plan"), which shares of Common Stock you are seeking to register with the Securities and Exchange Commission under the provisions of the Securities Act of 1933, as amended on Form S-8 (the "Registration Statement"). We have acted as counsel to the Company in connection with the adoption of the Plan, the authorization and issuance of the Company's Common Stock and the registration of shares of Common Stock of the Company under the Registration Statement. In rendering the opinions hereinafter expressed, we have examined and relied upon such records, documents, instruments, certificates of public officials, and certificates of officers of the Company, as we have deemed appropriate, including the Registration Statement, the Plan, resolu tions authorizing the Plan, and copies of the Articles of Incorporation and Bylaws of the Company. Our opinions below are limited to the matters expressly set forth in this opinion letter, and no opinion is to be implied or may be inferred beyond the matters expressly so stated. We disclaim any obligation to update this opinion letter for events occurring after the date of this opinion letter. Our opinions below are limited to the effect of the laws of the state of Missouri and the Federal laws of the United States. We express no opinion with respect to the effect of the laws of any other jurisdiction on the transactions contemplated by the Registration Statement or the Plan. May 13, 1999 Page 2 Based on the foregoing, it is our opinion that: (1) the Plan has been duly adopted by the Board of Directors of the Company; and (2) if authorized but previously unissued shares of Common Stock of the Company or issued shares of Common Stock that are held by the Company in its treasury shall be issued by the Company pursuant to the Plan in accordance with the terms thereof, and the said shares shall be distributed to the participants in the Plan pursuant to the provisions thereof, the said shares of Common Stock will be legally issued, validly outstanding, and fully paid and non-assessable. We hereby consent to be named, in the Registration Statement, and amendments thereto, by which the securities to be issued pursuant to the Plan are registered with the Securities and Exchange Commission, and in any prospectus relating to the Plan, as counsel for the Company who has passed upon the legality of the securities registered thereby. We further consent to the filing of this opinion as an exhibit to the registration statement. Very truly yours, LATHROP & GAGE L.C. By: s/John H. Calvert John H. Calvert EX-23 3 EXHIBIT 23, ACCOUNTANT'S CONSENT KPMG 1000 Walnut, Suite 1600 Telephone 816-472-6480 P.O. Box 13127 Fax 816 556 9652 Kansas City, MO 64199 Exhibit 23(b) ACCOUNTANTS' CONSENT The Board of Directors of Lab Holdings, Inc. We consent to the incorporation by reference in the Registration Statement on Form S-8 being filed under the Securities Act of 1933 by Lab Holdings, Inc. with respect to the Lab Holdings, Inc. 1997 Directors Stock Option Plan (the "Plan"), to be used in registering shares of Lab Holdings, Inc. Common Stock, of our report dated March 8, 1999, relating to the consolidated balance sheets of Lab Holdings, Inc. as of December 31, 1998 and 1997, and the related consolidated statements of operations, equity and cash flows and the related schedule for each of the years in the three-year period ended December 31, 1998, which report appears in the December 31, 1998 annual report on Form 10-K of Lab Holdings, Inc. s/KPMG LLP Kansas City, Missouri May 14, 1999 [logo] KPMG LLP,KPMG LLP, a US limited liability partnerhsip is a member of KPMG International, a Swiss association -----END PRIVACY-ENHANCED MESSAGE-----