-----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, RHLOBiXsSKgNEsx4h/qTFvZWqHwE92384a+pRrI0dFjLHihgJJ/jR07I19DH+8iv +URaKEkBaFSxqLmnVQU3BA== 0001014108-99-000229.txt : 19991207 0001014108-99-000229.hdr.sgml : 19991207 ACCESSION NUMBER: 0001014108-99-000229 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19991206 EFFECTIVENESS DATE: 19991206 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LABONE 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: 333-92135 FILM NUMBER: 99769137 BUSINESS ADDRESS: STREET 1: 10101 RENNER BLVD STREET 2: P. O. BOX 7568 CITY: LENEXA STATE: KS ZIP: 66219 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: LAB HOLDINGS INC DATE OF NAME CHANGE: 19980406 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 S-8 1 REGISTRATION STATEMENT As filed with the Securities and Exchange Commission on December 6, 1999 Registration No. __________________ ================================================================================ 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) Missouri 43-1039532 (State of incorporation) (I.R.S. Employer Identification Number) LabOne, Inc. 10101 Renner Boulevard Lenexa, Kansas 66219 (Address, including zip code, of principal executive offices) 1987 Long-Term Incentive Plan (Full title of plan) Gregg R. Sadler, Secretary LabOne, Inc. 10101 Renner Boulevard Lenexa, Kansas 66219 (Name and address of agent for service) (913) 888-8397 (Telephone number, including area code, of agent for service) Copy to: Whitney F. Miller Morrison & Hecker L.L.P. 2600 Grand Avenue Kansas City, Missouri 64108 (816) 691-2600 The Exhibit Index begins on page 8. ================================================================================ CALCULATION OF REGISTRATION FEE ====================================================================== Title of Amount to Proposed Proposed Amount of Securities be Maximum Maximum Registration To be Registered Registered Offering Aggregate Fee (1) Price Per Offering Share (2) Price ---------------------------------------------------------------------- Shares of Common 1,274,252 $7.22 $9,200,099 $2,428.83 Stock ====================================================================== (1)In the event of a stock split, stock dividend, or similar transaction involving the common stock of the Corporation (the "Shares"), the number of Shares registered hereby shall automatically be increased to cover such additional Shares as may be issued, in accordance with Rule 416(a) under the Securities Act of 1933, as amended (the "Securities Act"). (2)Computed pursuant to Rule 457(h) under the Securities Act, based upon the average of the high and low prices for the Shares as reported on the NASDAQ National Market System as of the close of business on December 2, 1999 ($7.22 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. * *Omitted from this 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, 1998. 2. All other reports filed by the registrant pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 since December 31, 1999. 3. The description of the registrant's Common Stock contained in the Form 8-A/A Amendment filed September 7, 1999 to registrant's registration statement on Form 8-A under 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 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 Morrison & Hecker L.L.P., 2600 Grand Avenue, Kansas City, Missouri 64108. Mr. R. Dennis Wright, a member of such law, is a director and stockholder of the registrant. As of August 12, 1999, Mr. Wright owned 3,201 shares of common stock of the registrant and options -2- to purchase 13,715 shares at an exercise price of $9.875 per share and to purchase 8,285 shares at an exercise price of $11.125 per share. 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 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 or 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 non-employee 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 registrant and the former 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 for 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 is authorized to purchase and maintain insurance on behalf of any director, officer or 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 or employee of another corporation, partnership, joint venture, -3- trust or other enterprise, against any liability asserted against such person or incurred by such person in any such capacity or status, whether or not the registrant would have power to indemnify such person against such liability. 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. (3.1) Registrant's Articles of Incorporation, as amended and restated, incorporated by reference from Appendix A, Exhibit B, of the registrant's prospectus/joint proxy statement included in registrant's registration statement on Form S-4 under the Securities Act of 1933, registration no. 333-76131. (3.2) Registrant's Bylaws, as amended and restated, incorporated by reference from Appendix A, Exhibit C, of the registrant's prospectus/joint proxy statement included in registrant's registration statement on Form S-4 under the Securities Act of 1933, registration no. 333-76131. (4) Specimen certificate for shares of the registrant's common stock, incorporated by reference from Exhibit (4) of the Form 8-A/A amendment filed September 17, 1999 to registrant's registration statement on Form 8-A under the Securities Exchange Act of 1934. (5) Opinion of Morrison & Hecker L.L.P. (23) Consent of independent certified public accountants. The consent of Morrison & Hecker L.L.P., is contained in its opinion filed as Exhibit (5) hereto. (24) Power of Attorney 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 -4- 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 section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement 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. (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 -5- 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 November 12, 1999. LABONE, INC. (Registrant) By: /s/ Robert D. Thompson --------------------------------------- Robert D. Thompson Executive Vice President, Chief Operating Officer and Chief Financial 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. By: */s/ W. Thomas Grant II By: */s/ Robert D. Thompson ----------------------------- -------------------------------- W. Thomas Grant II Robert D. Thompson Title:Chairman of the Board, Title:Executive Vice President, Chief Executive President, Chief Operating Officer and Director Officer, Chief Financial Officer and Director By: */s/ Kurt E. Gruenbacher By: */s/ Joseph H. Brewer ----------------------------- -------------------------------- Kurt E. Gruenbacher Joseph J. Brewer Title:Vice President - Finance, Title:Director Chief Accounting Officer, Treasurer and Assistant Secretary By: */s/ William D. Grant By: */s/ Richard A Rifkind ----------------------------- -------------------------------- William D. Grant Richard A. Rifkind Title:Director Title:Director By: */s/ Richard S. Schweiker By: */s/ James R. Seward ----------------------------- -------------------------------- Richard S. Schweiker James R. Seward Title:Director Title:Director By: */s/ John E. Walker By: */s/ R. Dennis Wright ----------------------------- -------------------------------- John E. Walker R. Dennis Wright Title:Director Title:Director By: */s/ Janet M. Stallmeyer By: */s/ Chester B. Vanatta ----------------------------- -------------------------------- Janet M. Stallmeyer Chester B. Vanatta Title:Director Title:Director -6- *By: /s/ Gregg R. Sadler By: */s/ Peter C. Brown ----------------------------- -------------------------------- Gregg R. Sadler Peter C. Brown Title:Attorney-in-fact Title:Director -7- EXHIBIT INDEX Exhibit Document Page No. Number (3.1) Registrant's Articles of Incorporation, as amended and restated, incorporated by reference from Appendix A, Exhibit B, of the registrant's prospectus/joint proxy statement included in registrant's registration statement on Form S-4 under the Securities Act of 1933, registration no. 333-76131. (3.2) Registrant's Bylaws, as amended and restated, incorporated by reference from Appendix A, Exhibit C, of the registrant's prospectus/joint proxy statement included in registrant's registration statement on Form S-4 under the Securities Act of 1933, registration no. 333-76131. (4) Specimen certificate for shares of the registrant's common stock, incorporated by reference from Exhibit (4) of the Form 8-A/A amendment filed September 17, 1999 to registrant's registration statement on Form 8-A under the Securities Exchange Act of 1934. (5) Opinion of Morrison & Hecker L.L.P. (23) Consent of independent certified public accountants. The consent of Morrison & Hecker L.L.P. is contained in its opinion filed as Exhibit (5) hereto. (24) Power of Attorney. -8- EX-5 2 OPINION LETTER Exhibit (5) November 12, 1999 LabOne, Inc. 10101 Renner Boulevard Lenexa, Kansas 66219 Gentlemen: We refer to the Registration Statement of LabOne, Inc. (the "Company") on Form S-8, dated November 12, 1999, to be filed with the Securities and Exchange Commission for the purpose of registering under the Securities Act of 1933, as amended, 1,274,252 shares of Common Stock of the Company to be offered under the LabOne, Inc. 1987 Long-Term Incentive Plan, as amended and restated (the "Plan"). We have examined the Articles 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 1,274,252 shares of Common Stock under the Plan for the consideration and upon the terms and conditions set forth in the Plan and, upon the issuance and sale of said 1,274,252 shares for such consideration pursuant to the Plan, 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, MORRISON & HECKER L.L.P. /s/Whitney F. Miller Whitney F. Miller -9- WFM:rbs EX-23 3 INDEPENDENT ACCOUNTANTS' CONSENT 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), with respect to the LabOne, Inc. 1987 Long-Term Incentive Plan, of our report dated March 8, 1999, relating to the consolidated balance sheets of the Company and subsidiaries as of December 31, 1997 and 1998 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, 1998 which report appears in the December 31, 1998 annual report on Form 10-K/A of LabOne, Inc. (formerly Lab Holdings, 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 November 12, 1999 -10- EX-24 4 POWER OF ATTORNEY Exhibit (24) POWER OF ATTORNEY Each of the undersigned hereby appoints Gregg R. Sadler as his or her attorney-in-fact, with full power to execute in the name and on behalf of the undersigned Form S-8 Registration Statements to be filed with the Securities and Exchange Commission for the purpose of registering the Common Stock of LabOne, Inc. to be offered under the LabOne, Inc. Stock Plan for Non-Employee Directors, the LabOne, Inc. Profit Sharing 401(k) Plan, the LabOne, Inc. 1987 Long-Term Incentive Plan and the LabOne, Inc. 1997 Long-Term Incentive Plan. /s/W. Thomas Grant --------------------------------------- W. Thomas Grant, Chairman of the Board, President, Chief Executive Officer and Director /s/Robert D. Thompson --------------------------------------- Robert D. Thompson, Executive Vice President, Chief Operating Officer, Chief Financial Officer and Director /s/Kurt E. Gruenbacher ---------------------------------------- Kurt E. Gruenbacher, Vice President - Finance, Chief Accounting Officer, Treasurer and Assistant Secretary /s/Joseph H. Brewer ---------------------------------------- Joseph H. Brewer, Director /s/William D. Grant ---------------------------------------- William D. Grant, Director /s/Richard A. Rifkind ---------------------------------------- Richard A. Rifkind, Director /s/Richard S. Schweiker ---------------------------------------- Richard S. Schweiker, Director /s/James R. Seward ---------------------------------------- James R. Seward, Director -11- /s/John E. Walker ---------------------------------------- John E. Walker, Director /s/R. Dennis Wright ---------------------------------------- R. Dennis Wright, Director /s/Janet M. Stallmeyer ---------------------------------------- Janet M. Stallmeyer, Director /s/Chester B. Vanatta ---------------------------------------- Chester B. Vanatta, Director /s/Peter C. Brown ---------------------------------------- Peter C. Brown, Director Date: November 12, 1999 -12- -----END PRIVACY-ENHANCED MESSAGE-----