-----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, BhaqNWOd5CYLDMgpSz9P+3mTEWmWnPDyfQb/9Gl1hPhAZkXrw0zOuoItc4JU1qMQ 1JK0+k2XZi4Ujj1eFqWuVw== 0000950144-97-008112.txt : 19970724 0000950144-97-008112.hdr.sgml : 19970724 ACCESSION NUMBER: 0000950144-97-008112 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 19970723 EFFECTIVENESS DATE: 19970723 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: HEALTHPLAN SERVICES CORP CENTRAL INDEX KEY: 0000942319 STANDARD INDUSTRIAL CLASSIFICATION: INSURANCE AGENTS BROKERS & SERVICES [6411] IRS NUMBER: 133787901 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-31915 FILM NUMBER: 97644439 BUSINESS ADDRESS: STREET 1: 3501 FRONTAGE RD CITY: TAMPA STATE: FL ZIP: 33607 BUSINESS PHONE: 8132891000 MAIL ADDRESS: STREET 1: 3501 FRONTAGE RD CITY: TAMPA STATE: FL ZIP: 33607 S-8 1 HEALTHPLAN SERVICES CORPORATION FORM S-8 1 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 23, 1997 REGISTRATION NO. 33- ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 --------------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 --------------- HEALTHPLAN SERVICES CORPORATION (Exact name of registrant as specified in its charter) DELAWARE 13-3787901 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification Number) 3501 FRONTAGE ROAD, TAMPA, FLORIDA 33607 (address, including zip code, of principal executive offices) --------------- AMENDED AND RESTATED HEALTHPLAN SERVICES CORPORATION 1997 DIRECTORS EQUITY PLAN (Full title of the plan) --------------- JAMES K. MURRAY, JR. PRESIDENT AND CHIEF EXECUTIVE OFFICER HEALTHPLAN SERVICES CORPORATION 3501 FRONTAGE ROAD TAMPA, FLORIDA 33607 (813) 289-1000 (Name, address and telephone number, including area code, of agent for service) --------------- COPIES OF ALL COMMUNICATIONS, INCLUDING COPIES OF ALL COMMUNICATIONS SENT TO AGENT FOR SERVICE, SHOULD BE SENT TO: David C. Shobe, Esquire Fowler, White, Gillen, Boggs, Villareal and Banker, P.A. 501 East Kennedy Boulevard, Suite 1700 Tampa, Florida 33602 --------------- CALCULATION OF REGISTRATION FEE
========================================================================================================================== PROPOSED MAXIMUM PROPOSED MAXIMUM TITLE OF EACH CLASS OF AMOUNT TO BE OFFERING PRICE PER AGGREGATE OFFERING AMOUNT OF SECURITIES TO BE REGISTERED REGISTERED (1) SHARE (2) PRICE (2) REGISTRATION FEE - --------------------------------------------------------------------------------------------------------------------------- Common Stock, par value $.01 per share . . . . . . 100,000 shares $18.88 $1,888,000.00 $572.12 ==========================================================================================================================
(1) Pursuant to Rule 416(a) under the Securities Act of 1933, as amended, this Registration Statement also registers such indeterminate number of additional shares as may become issuable under the Plan in the event of a share split, share dividend, split-up, recapitalization or other similar event. (2) Calculated on the basis of the average of the high and low prices for the Company's common stock on the New York Stock Exchange Composite tape on July 18, 1997 in accordance with Rule 457(h) under the Securities Act of 1933, as amended. ================================================================================ 2 PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE. The following documents heretofore filed by HealthPlan Services Corporation (the "Company") with the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), are hereby incorporated herein by reference as of their respective dates: (a) The Company's Annual Report on Form 10-K for the year ended December 31, 1996, File No. 001-13772. (b) All other reports filed by the Company pursuant to Section 13(a) or 15(d) of the Exchange Act since the end of the fiscal year covered by the document referred to in (a) above. (c) The description of the Company's Common Stock as contained in the Company's Registration Statement on Form 8-A dated May 12, 1995, including any amendment or report filed for the purpose of updating such description, File No. 333-16079. In addition, all documents filed by the Company pursuant to Sections 13(a), 13(c), 14, or 15(d) of the Exchange Act subsequent to the date hereof and 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 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. Not applicable. ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS. Section 145 of the General Corporation Law of Delaware (the "General Corporation Law") grants each corporation organized thereunder the power to indemnify its officers, directors, employees and agents on certain conditions against liabilities arising out of any action or proceeding to which any of them is a party by reason of being such officer, director, employee or agent. Section 102(b)(7) of the General Corporation Law permits a Delaware corporation, with the approval of its stockholders, to include within its certificate of incorporation a provision eliminating or limiting the personal liability of its directors to such corporation or its stockholders for monetary damages resulting from certain breaches of the directors' fiduciary duty of care, both in suits by or on behalf of the corporation and in actions by stockholders of the corporation. The Company's certificate of incorporation (the "Certificate of Incorporation") includes an Article which allows the Company to take advantage of Section 102(b)(7) of the General Corporation Law. The II-1 3 Certificate of Incorporation also provides for the indemnification, to the fullest extent permitted by the General Corporation Law, of officers and directors of the Company. The Company currently maintains policies of insurance under which the directors and officers of the Company are insured, within the limits and subject to the limitations of the policies, against certain expenses in connection with the defense of actions, suits, or proceedings to which they are parties by reason of being or having been such directors or officers. ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED. Not applicable. ITEM 8. EXHIBITS. The following documents are filed as exhibits to this Registration Statement: 4.1 Certificate of Incorporation of the Registrant, as amended (incorporated by reference to Exhibit 4.1 to the Registrant's Registration Statement on Form S-8, File No. 333-07631 filed with respect to the HealthPlan Services Corporation 1996 Employee Stock Option Plan on July 3, 1996). 4.2 Bylaws of the Registrant (incorporated by reference to Exhibit 3.2 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 1996, File No. 001-13772). 4.3 Amended and Restated HealthPlan Services Corporation 1997 Directors Equity Plan. 5.1 Opinion of Fowler, White, Gillen, Boggs, Villareal and Banker, P.A., as to the legality of the securities being registered. 23.1 Consent of Fowler, White, Gillen, Boggs, Villareal and Banker, P.A. (appears in its opinion filed as Exhibit 5.1). 23.2 Consent of Coopers & Lybrand L.L.P. 23.3 Consent of Price Waterhouse LLP. ITEM 9. UNDERTAKINGS. (a) The undersigned 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: (i) to include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; II-2 4 (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; (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 subparagraphs (i) and (ii) do not apply if the information required to be included in a post-effective amendment by those subparagraphs is contained in periodic reports filed by the registrant pursuant to Section 13 or 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 undersigned 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 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 this registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offerings 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. II-3 5 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 the City of Tampa, State of Florida, on the 23rd day of July, 1997. HEALTHPLAN SERVICES CORPORATION By: /s/ James K. Murray, Jr. ---------------------------------- James K. Murray, Jr., President and Chief Executive Officer (Principal Executive Officer) By: /s/ James K. Murray III ---------------------------------- James K. Murray III, Executive Vice President and Chief Financial Officer (Principal Financial Officer and Principal Accounting 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/ William L. Bennett Chairman of the Board; July 23, 1997 - ------------------------------ Director William L. Bennett /s/ James K. Murray, Jr. President and Chief Executive July 23, 1997 - ------------------------------ Officer; Director (Principal James K. Murray, Jr. Executive Officer) Director - ------------------------------ Joseph A. Califano, Jr. /s/ James F. Carlin, Jr. Director July 23, 1997 - ------------------------------ James F. Carlin, Jr. Director - ------------------------------ Joseph S. DiMartino
II-4 6 Director - ------------------------------ John R. Gunn /s/ Charles H. Guy, Jr. Director July 23, 1997 - ------------------------------ Charles H. Guy, Jr. /s/ Nancy Kane Director July 23, 1997 - ------------------------------ Nancy Kane /s/ David Nierenberg Director July 23, 1997 - ------------------------------ David Nierenberg Director - ------------------------------ James G. Niven /s/ Trevor G. Smith Director July 23, 1997 - ------------------------------ Trevor G. Smith /s/ Arthur F. Weinbach Director July 23, 1997 - ------------------------------ Arthur F. Weinbach
II-5 7 INDEX TO EXHIBITS EXHIBIT NUMBER DESCRIPTION OF EXHIBITS 4.1 Certificate of Incorporation of the Registrant, as amended (incorporated by reference to Exhibit 4.1 to the Registrant's Registration Statement on Form S-8, File No. 333-07631, filed with respect to the HealthPlan Services Corporation 1996 Employee Stock Option Plan on July 3, 1996). 4.2 Bylaws of the Registrant (incorporated by reference to Exhibit 3.2 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 1996, File No. 001-13772). 4.3 Amended and Restated HealthPlan Services Corporation 1997 Directors Equity Plan. 5.1 Opinion of Fowler, White, Gillen, Bogs, Villareal and Banker, P.A., as to the legality of the securities being registered. 23.1 Consent of Fowler, White, Gillen, Boggs, Villareal and Banker, P.A. (appears in its opinion filed as Exhibit 5.1). 23.2 Consent of Coopers & Lybrand L.L.P. 23.3 Consent of Price Waterhouse LLP. EX-4.3 2 AMENDED AND RESTATED DIRECTORS EQUITY PLAN 1 EXHIBIT 4.3 AMENDED AND RESTATED HEALTHPLAN SERVICES CORPORATION 1997 DIRECTORS EQUITY PLAN Adopted by the Compensation Committee of the Board of Directors as of January 1, 1997. Approved by the stockholders of the Company on May 6, 1997. Amended and restated by the Board of Directors on June 13, 1997, effective as of January 1, 1997. ARTICLE 1 DEFINITIONS As used herein, the following terms have the meanings hereinafter set forth unless the context clearly indicates to the contrary: "Account" shall mean the account established in accordance with Section 7.1 hereof for the benefit of each Participating Director electing deferral of receipt of Stock pursuant to Article 6 below. "Board" shall mean the Board of Directors of the Company. "Business Day" shall mean: (i) any day on which the principal securities exchange or national market on which the shares of Stock are traded is open; or (ii) if the shares of Stock are not traded on an exchange, then any day other than a Saturday, Sunday, or Company holiday. "Change in Control" shall have the meaning set forth in Section 6.4 hereof. "Committee" shall mean the Compensation Committee of the Board, or a committee of Directors appointed from time to time by the Board having the duties and authority set forth herein. "Company" shall mean HealthPlan Services Corporation, a Delaware corporation, and any successor to it. "Determination Date" shall mean the last Business Day of each calendar quarter. "Director" shall mean a member of the Board. "Eligible Director" shall mean a Director who is eligible to participate in the Plan pursuant to Article 3 of the Plan. "Employee" shall mean any employee of the Company or any Subsidiary of the Company, or any Director who also serves as an officer of the Company and whose duties as such involve a significant time commitment beyond that associated with preparation for and attendance at meetings of the Board and Committees. 2 "Fair Market Value" of the Stock on any date shall mean: (1) the closing or last sale price on such date on the principal securities exchange on which the shares of Stock are traded or, if there is no such sale on the relevant date, then on the last previous day on which a sale was reported; or (2) if there is no price as specified in (1), the amount determined in good faith by the Committee based on such relevant facts, which may include opinions of independent experts, as may be available to the Committee. "Participating Director" shall mean, with respect to any fiscal quarter, any Eligible Director other than an Eligible Director who has elected not to participate in the Plan for such quarter in accordance with the terms of Section 5.2 of the Plan. "Plan" shall mean the Amended and Restated HealthPlan Services Corporation 1997 Directors Equity Plan as set forth herein, as amended from time to time. "Quarterly Retainer" shall mean the cash amount paid to each Director who is not a Participating Director as compensation for his or her service on the Board during any fiscal quarter, which amount shall be determined by the Board or an appropriate committee of the Board. "Stock" shall mean the $0.01 par value Common Stock of the Company or, in the event that the outstanding shares of such Stock are hereafter changed into or exchanged for shares of a different class of stock or securities of the Company or some other corporation, such other stock or securities. "Subsidiary" shall mean any corporation (other than the corporation with respect to which the determination is being made) in an unbroken chain of corporations beginning with the corporation with respect to which the determination is being made if, at the time of the grant (or modification) of the Stock, each of the corporations other than the last corporation in the unbroken chain owns stock possessing 50% or more of the total combined voting power of all classes of stock in one of the other corporations in such chain. ARTICLE 2 THE PLAN 2.1 NAME. The Plan shall be known as the "Amended and Restated HealthPlan Services Corporation 1997 Directors Equity Plan." 2.2 PURPOSE. The purpose of the Plan is to advance the interests of the Company and its stockholders by offering each Eligible Director the opportunity to increase his or her proprietary interest in the Company. 2 3 2.3 EFFECTIVE DATE. The Plan shall become effective as of January 1, 1997, subject to approval of the stockholders of the Company. 2.4 DUTIES AND POWERS OF THE COMMITTEE. The Plan shall be administered by the Committee. To the extent not inconsistent with the provisions of the Plan, the Committee shall have complete authority to interpret the Plan, to prescribe, amend, and rescind rules and regulations relating to it, and to take all other actions that it determines to be necessary or advisable to administer the Plan. No member of the Board or the Committee shall be liable for any action taken or determination made in good faith with respect to the Plan. ARTICLE 3 ELIGIBILITY Each Director who is not an Employee shall be eligible to participate in the Plan. Each Participating Director may continue participation for so long as he or she continues to serve on the Board. ARTICLE 4 SHARES OF STOCK SUBJECT TO PLAN 4.1 LIMITATIONS. Subject to any antidilution adjustment pursuant to the provisions of Section 4.2 hereof, the maximum number of shares of Stock that may be issued and sold hereunder shall be 100,000 shares. 4.2 ANTIDILUTION. (a) In the event that the outstanding shares of Stock are changed into or exchanged for a different number or kind of shares or other securities of the Company by reason of merger, consolidation, reorganization, recapitalization, reclassification, combination, or exchange of shares, stock split or stock dividend, or in the event that any spin-off, spin-out, or other distribution of assets materially affects the price of the Company's stock, the aggregate number and kind of shares of Stock which may be issued hereunder shall be adjusted proportionately by the Committee. (b) The adjustments described in paragraph (a) of this Section 4.2, and the manner of their application, shall be determined solely by the Committee, and any such adjustment may provide for the elimination of fractional share interests. The adjustments required under this Article 4 shall apply to any successors of the Company and shall be made regardless of the number or type of successive events requiring such adjustments. 3 4 ARTICLE 5 ISSUANCE OF SHARES 5.1 ISSUANCE OF SHARES. For each fiscal quarter, the Company shall issue shares of Stock to each Participating Director who served as a Director at any time during such quarter. The number of shares issued to each Participating Director pursuant to the previous sentence shall equal: (i) $2,500, plus any amount credited to the Participating Director's Account pursuant to Section 7.4 and 7.5 below; divided by (ii) the Fair Market Value of the Stock on the Determination Date for such quarter; provided, however, that no fractional shares shall be issued pursuant to the Plan. Whenever a fractional share would otherwise be required to be issued, the number of shares issuable shall be rounded up to the nearest whole number. 5.2 IRREVOCABLE ELECTION NOT TO PARTICIPATE. An Eligible Director may make an election not to participate in the Plan for all or a portion of any fiscal year. The Director shall make such election prior to the beginning of such year. Notwithstanding the foregoing, an Eligible Director may make an irrevocable election not to participate for the 1997 fiscal year at any time prior to July 1, 1997. Each Eligible Director who elects not to participate for all or a portion of any fiscal year shall receive Quarterly Retainers as compensation for such Director's service on the Board during such year or portion thereof. An Eligible Director's election not to participate for any year will become irrevocable beginning on the first day of such year (or beginning on July 1, 1997 for fiscal year 1997). 5.3 WITHHOLDING TAXES. Whenever the Company is required to issue shares of Stock under the Plan to a Participating Director, such Participating Director shall remit to the Company an amount sufficient to satisfy any federal, state, or local withholding tax liability prior to the delivery of any certificate or certificates for such shares. Notwithstanding the foregoing, at the option of the Company and to the extent permitted by applicable law, including regulations promulgated under the Securities Exchange Act of 1934, such federal, state, or local withholding tax liability may be satisfied prior to the delivery of any certificate or certificates for the shares by an adjustment, equal in value to such liability, in the number of shares to be transferred to the applicable Participating Director. ARTICLE 6 DEFERRED RECEIPT OF STOCK 6.1 DEFERRAL ELECTION. Prior to the beginning of any fiscal quarter, each Participating Director may make an election to defer receipt of all Stock to be issued to such Participating Director pursuant to Section 5.1 for such fiscal quarter. 6.2 DISTRIBUTION ELECTION. At the time that a Participating Director elects to defer receipt of Stock, the Participating Director also shall make an election with respect to the distribution of such Stock. A Participating Director may elect to receive Stock credited to his or her Account in one installment or in some other number of equal annual installments (not exceeding ten). Such election shall direct that the first installment (or the lump sum payment if 4 5 the director has so elected) be issued on January 10 (or if January 10 is not a Business Day, then on the first Business Day thereafter), of the year immediately following either (i) the calendar year in which the Participating Director ceases to be a Director of the Company, or (ii) the earlier of the calendar year in which the Director ceases to be a Director of the Company or a year designated by the Participating Director. The Company shall distribute installments subsequent to the first installment to the Participating Director on January 10 (or if January 10 is not a Business Day, then on the first Business Day thereafter) of each succeeding calendar year until the entire amount credited to the Participating Director's Account shall have been distributed. Subject to the terms of this Plan, the Company shall issue Stock to each Participating Director in accordance with the terms of his or her distribution election. 6.3 REVOCATION OF ELECTION OR CHANGE IN DISTRIBUTION. A Participating Director's deferral and distribution elections for any quarter made pursuant to Sections 6.1 and 6.2 above shall become irrevocable on the first day of such quarter, and shall remain in effect for all subsequent quarters in which the Participating Director is a Director of the Company, unless earlier revoked or modified. A Participating Director may revoke or modify his or her deferral election with respect to compensation for any future quarter upon written notice delivered to the Company prior to the beginning of such quarter. The revocation or modification will become effective with respect to Stock issued for the quarter subsequent to the date on which such notice is received by the Company, and will affect future Stock compensation only. A Participating Director who has revoked his or her deferral election may thereafter file an election to participate in any fiscal quarter subsequent to the filing of such election. 6.4 CHANGE IN CONTROL. Notwithstanding an election pursuant to this Article 6, upon the occurrence of a Change in Control (as defined below), the Company shall issue the entire balance of all deferred compensation hereunder in a single distribution. A "Change in Control" shall be deemed to have occurred if (i) the "beneficial ownership" (as defined in Rule 13d-3 under the Securities Exchange Act of 1934 as amended (the "Exchange Act") of securities representing more than 50% of the combined voting power of the Company is acquired by a "person" as defined for purposes of Sections 13(d) and 14(d) of the Exchange Act (other than the Company, any trustee or other fiduciary holding securities under an employee benefit plan of the Company, or any corporation owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company), or (ii) the stockholders of the Company approve a definitive agreement to merge or consolidate the Company with or into another corporation or to sell or to otherwise dispose of all or substantially all of its assets, or adopt a plan of liquidation, or (iii) during any period of two consecutive years, individuals who at the beginning of such period were members of the Board cease for any reason to constitute at least a majority thereof (unless the election or the nomination for election by the Company's stockholders of each new Director was approved by a vote of at least two-thirds of the Directors then still in office who were Directors at the beginning of such period). 6.5 BENEFICIARIES. Each Participating Director shall have the right to designate one or more beneficiaries to succeed to his or her right to receive future distributions of Stock or payments under this Plan in the event of his or her death. In the case of a failure of designation 5 6 or the death of a designated beneficiary without a designated successor, the Company shall make the distribution to the Participating Director's estate. No designation of beneficiary shall be valid unless dated and signed by the Participating Director, and filed with the Company. ARTICLE 7 ACCOUNTS; RIGHTS TO DEFERRED COMPENSATION 7.1 ACCOUNTS; OWNERSHIP OF STOCK. The Company shall cause an Account to be kept in the name of each Participating Director, which Account shall reflect the value of the deferred benefits allocated to the Participating Director pursuant to this Plan. Such Account shall be for recordkeeping purposes only, and the Company shall not be obligated to reserve or otherwise set aside any stock or funds to cover any amounts credited to any Account or to meet any other obligations of the Plan. Title to and beneficial ownership of any assets, whether cash or investments which the Company may set aside or earmark to meet its deferred obligations under this Plan, shall at all times remain in the Company. No Participating Director or beneficiary shall, under any circumstances, acquire any property interest in any specific assets under the Plan until such Participating Director's receipt of compensation pursuant hereto. Nothing contained in this Plan shall be deemed to create a trust of any kind or create any fiduciary relationship on the part of the Company. To the extent that any person acquires a right to receive distributions of Stock or payments from the Company under this Plan, such right shall be no greater than the right of any unsecured general creditor of the Company. 7.2 RIGHTS NOT SUBJECT TO ALIENATION. Except to the extent required by law, the right of any Participating Director or beneficiary in any benefit under this Plan shall not be subject in any matter to attachment or other legal process for the debts of a Participating Director or beneficiary, and any such right to payment or benefits shall not be subject to anticipation, alienation, lien, sale, transfer, assignment or encumbrance by the Participating Director or any other third party. 7.3 CREDITED STOCK. If a Participating Director elects deferral for any quarter pursuant to Article 6 above, then the Company shall credit shares of Stock to the Participating Director's Account, as of Determination Date for such quarter, equal to the number of whole shares to which the Participating Director is entitled pursuant to Section 5.1 hereof. 7.4 CREDITED DIVIDENDS. The Company shall credit each Account with any dividends with respect to the Stock that is credited to such Account (such dividends hereinafter referred to as the "Credited Dividends"), in the amount of dividends that the Participating Director would have received if such Stock had been delivered to the Participating Director and registered in the Participating Director's name on the applicable Determination Date. The Company shall credit such amount of any dividends as of the date that such dividends are payable to the Company's stockholders. 7.5 CREDITED INTEREST. The Company shall credit each Account with any interest that would have been earned on any Credited Dividends in such Account between the date as of 6 7 which the Credited Dividends are credited to such Account and the earlier of: (i) the Determination Date of the next quarter for which the Company issues Stock to the Participating Director for whom such Account is maintained; or (ii) the date on which the Company pays the cash value of such Credited Dividends to the Participating Director pursuant to Section 7.6 below. The interest rate applicable to all Credited Dividends for any year shall be the prime rate published in the Wall Street Journal on the first Business Day of such year, and shall be calculated based on a 365-day year. Any interest that is not applied to the Company's calculation of Stock compensation pursuant to Section 5.1 above shall be compounded quarterly on the applicable Determination Date. 7.6 DIVIDENDS AND INTEREST CREDITED AFTER PARTICIPATION ENDS. In the event that the Company credits any Credited Dividends to an individual's Account after such individual is no longer a Participating Director, then the Company shall make a cash payment to such individual in the amount of all such Credited Dividends, and any interest thereon, when the Company next distributes any Stock to such Director under the terms of the Plan. 7.7 ACCOUNT INFORMATION. Upon the reasonable request of a Participating Director, the Committee shall furnish the Participating Director with information regarding his or her Account. ARTICLE 8 RESTRICTIONS ON STOCK 8.1 RESTRICTIONS ON TRANSFER. Unless the shares of Stock covered by the Plan are the subject of an effective registration statement under the Securities Act of 1933, as amended: (i) each issuance of Stock hereunder shall be evidenced by a written Restricted Stock Agreement executed by the Company and the applicable Participating Director; (ii) stock certificates issued and delivered to Participating Directors shall bear such restrictive legends as the Company shall deem necessary or advisable pursuant to applicable federal and state securities laws; and (iii) transfer of Stock issued hereunder shall be subject to such restrictions as the Board or the Committee shall determine to be necessary or appropriate. In addition to any other restrictions contained in the Plan or in the applicable Restricted Stock Agreement, no share of Stock issued pursuant to the Plan shall be transferable by the applicable Participating Director during the first six months after issuance of such share, other than by the laws of descent or distribution. ARTICLE 9 TERMINATION, AMENDMENT AND MODIFICATION OF PLAN 9.1 TERM. The term of this Plan shall commence on January 1, 1997, subject to approval by the stockholders of the Company, and shall continue in effect until the earlier to occur of: (i) the tenth anniversary of such stockholder approval; (ii) termination by the Board; or (iii) a Change in Control. Except as otherwise provided herein, termination of the Plan will not affect the rights of any Director to receive distribution of deferred compensation in accordance with a distribution schedule elected by such director pursuant to Section 6.2 above. 7 8 In the event that the Plan is terminated, the Company shall distribute amounts credited to each Participating Director's account at such time and in such manner as the Board shall determine, but no later than the Company would have distributed such amounts in accordance with the Participating Director's election under Section 6.2 above. 9.2 TERMINATION OR AMENDMENT BY BOARD. The Board may at any time: (i) terminate the Plan; or (ii) in any respect amend or modify the Plan; provided, however, that the Board (unless its actions are approved or ratified by the stockholders of the Company within twelve months of the date the Board amends the Plan) may not amend the Plan to increase the number of shares of stock subject to the Plan beyond the amount previously approved or ratified by the stockholders, or to change or modify the class of persons that may participate in the Plan. ARTICLE 10 MISCELLANEOUS 10.1 PLAN BINDING ON SUCCESSORS. The Plan shall be binding upon the successors to the Company. 10.2 GENDER. Whenever used herein, the masculine pronoun shall include the feminine gender. 10.3 HEADINGS NOT PART OF PLAN. Headings of Articles and Sections hereof are inserted for convenience and reference, and do not constitute a part of the Plan. 8 EX-5.1 3 OPINION 1 EXHIBIT 5.1 July 23, 1997 HealthPlan Services Corporation 3501 Frontage Road Tampa, Florida 33607 RE: REGISTRATION STATEMENT ON FORM S-8; AMENDED AND RESTATED HEALTHPLAN SERVICES CORPORATION 1997 DIRECTORS EQUITY PLAN Gentlemen: This opinion is given to you in connection with the filing by HealthPlan Services Corporation, a Delaware Corporation (the "Company"), with the Securities and Exchange Commission under the Securities Act of 1933, as amended, of the Registration Statement on Form S-8 (the "Registration Statement") with respect to 100,000 shares of the common stock, $.01 par value, of the Company issuable pursuant to the Amended and Restated HealthPlan Services Corporation 1997 Directors Equity Plan (the "Plan") (all shares of such stock issuable pursuant to the Plan are referred to herein as the "Shares"). As counsel for the Company, we have examined the relevant corporate documents incident to the giving of this opinion. Based on the foregoing, we are of the opinion that the Shares, when issued and delivered in accordance with the provisions of the Plan and options issued thereunder, will be legally issued, fully paid and non-assessable. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. Very truly yours, /s/ Fowler, White, Gillen, Boggs, Villareal and Banker, P.A. EX-23.2 4 CONSENT OF COOPERS & LYBRAND 1 EXHIBIT 23.2 CONSENT OF INDEPENDENT ACCOUNTANTS We consent to the incorporation by reference in the registration statement of HealthPlan Services Corporation on Form S-8 related to the Amended and Restated HealthPlan Services Corporation 1997 Directors Equity Plan of our report dated December 2, 1994, on our audit of the financial statements of HealthPlan Services Division (formerly Plan Services Division, a wholly-owned division of The Dun & Bradstreet Corporation), as of September 30, 1994 and for the nine-month period then ended, which report is included in the Annual Report on Form 10-K. /s/ Coopers & Lybrand L.L.P. COOPERS & LYBRAND L.L.P. Tampa, Florida July 21, 1997 EX-23.3 5 CONSENT 1 EXHIBIT 23.3 CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated March 14, 1997, appearing on page F-1 of HealthPlan Services Corporation's Annual Report on Form 10-K for the year ended December 31,1996. /s/ Price Waterhouse LLP PRICE WATERHOUSE LLP Tampa, Florida July 21, 1997 -----END PRIVACY-ENHANCED MESSAGE-----