| As filed with the Securities and Exchange Commission on June 14, 2012 | Registration No. 333- |
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
CONMED HEALTHCARE MANAGEMENT, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 42-1297992 | |||
| (State or Other Jurisdiction of | (I.R.S. Employer | |||
| Incorporation or Organization) | Identification Number) |
7250 Parkway Drive, Suite 400
Hanover, Maryland 21076
(Address of Principal Executive Offices)
CONMED HEALTHCARE MANAGEMENT, INC.
2007 STOCK OPTION PLAN
(Full Title of the Plan)
Thomas W. Fry
Conmed Healthcare Management, Inc.
7250 Parkway Drive, Suite 400
Hanover, Maryland 21076
(Name and Address of Agent for Service)
(410) 567-5520
(Telephone Number, Including Area Code,
of Agent for Service)
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer ¨ Accelerated filer ¨ Non-accelerated filer ¨ Smaller reporting company x
(Do not check if smaller
reporting company)
CALCULATION OF REGISTRATION FEE
| Title of Securities to be Registered | Amount to be Registered (1) | Proposed Maximum
Offering | Proposed Maximum Aggregate Offering Price | Amount of Registration Fee | ||||||||||||
| Common Stock, par value $0.0001 per share (“Common Stock”) | 1,000,000 | $ | 3.23 | (2) | $ | 3,230,000 | $ | 370.16 |
| (1) | This registration statement is being filed with the Securities and Exchange Commission to register 1,000,000 shares of Common Stock which may be issued under the registrant’s 2007 Stock Option Plan, as amended (as the same may be further amended from time to time, the “2007 Plan”). In accordance with Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), this registration statement shall be deemed to cover any additional shares that may from time to time be offered or issued to prevent dilution resulting from stock splits, stock dividends or similar transactions. |
| (2) | Estimated, solely for the purpose of calculating the registration fee, pursuant to Rules 457(c) and 457(h)(1) promulgated under the Securities Act, based on the average of the high and low sales prices for the Common Stock reported on the NYSE Amex on June 11, 2012, which is within five (5) business days prior to the date of this registration statement. |
EXPLANATORY NOTE
The registrant previously filed a registration statement on Form S-8 (File No. 333-161426) on August 19, 2009 (the “Original Registration Statement”), registering 2,350,000 shares of Common Stock under the registrant’s 2007 Plan and on June 4, 2010 (File No. 333- 167342) registering an additional 750,000 shares of common Stock under the registrant’s 2007 Plan. The contents of the Original Registration Statement are incorporated herein by reference. In accordance with Instruction E of the general instructions to Form S-8, this registration statement is registering an additional 1,000,000 shares of Common Stock reserved for issuance under the 2007 Plan.
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 Hanover, state of Maryland, on this 14th day of June, 2012.
| Conmed Healthcare Management, Inc. | ||
| /s/ Richard W. Turner | ||
| Richard W. Turner, Chairman of the Board | ||
| and Chief Executive Officer |
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons on June 14, 2012 in the capacities indicated.
| Signature | Title | |
| /s/ Richard W. Turner | Chairman of the Board, Chief Executive | |
| Richard W. Turner | Officer and Director (principal executive officer) | |
| /s/ Thomas W. Fry | Senior Vice President, Chief Financial Officer and Secretary | |
| Thomas W. Fry | (principal financial officer and principal accounting officer) | |
| * | Director | |
| John Pappajohn | ||
| * | Director | |
| Edward B. Berger | ||
| * | Director | |
| John W. Colloton | ||
| * | Director | |
| Charles Crocker | ||
| * | Director | |
| Jeffrey W. Runge |
* By: Thomas W. Fry, Attorney-in-Fact
| /s/ Thomas W. Fry | |
| Thomas W. Fry | |
| Attorney-in-Fact |
EXHIBIT INDEX
| Exhibit Number | Description | |
| 4.1 | Conmed Healthcare Management, Inc. 2007 Stock Option Plan. (incorporated by reference to Exhibit D to the Registrant's Definitive Proxy Statement on Schedule 14A filed on February 27, 2007). | |
| 4.2 | Amendment No. 1 to the Conmed Healthcare Management, Inc. 2007 Stock Option Plan (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on July 17, 2009). | |
| 4.3 | Amendment No. 2 to the Conmed Healthcare Management, Inc. 2007 Stock Option Plan (incorporated by reference to the Registrant’s Registration Statement on Form S-8 filed on June 4, 2010). | |
| 4.4 | Amendment No. 3 to the Conmed Healthcare Management, Inc. 2007 Stock Option Plan (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on July 13, 2011). | |
| 4.5 | Amendment No. 4 to the Conmed Healthcare Management, Inc. 2007 Stock Option Plan (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on May 30, 2012). | |
| 5.1 | Opinion of Kramer Levin Naftalis & Frankel LLP. | |
| 23.1 | Consent of McGladrey LLP (formerly McGladrey & Pullen LLP), Independent Registered Public Accounting Firm. | |
| 23.2 | Consent of Kramer Levin Naftalis & Frankel LLP (included in Exhibit 5.1 above). | |
| 24.1 | Power of Attorney † |
† Previously filed with the Registration Statement on Form S-8 (File No. 333-161426) on August 19, 2009.
Exhibit 5.1
Kramer Levin Naftalis & Frankel LLP
June 14, 2012
Conmed Healthcare Management, Inc.
7250 Parkway Drive, Suite 400
Hanover, Maryland 21076
| Re: | Conmed Healthcare Management, Inc. Registration Statement on Form S-8 |
Ladies and Gentlemen:
We have acted as counsel to Conmed Healthcare Management, Inc., a Delaware corporation (the “Company”), in connection with the preparation and filing of a Registration Statement on Form S-8 (the “Registration Statement”) with the Securities and Exchange Commission (the “SEC”) with respect to the registration under the Securities Act of 1933, as amended (the “Securities Act”), of 1,000,000 shares (the “Shares”) of the Company’s common stock, par value $0.0001 per share, which may be issued pursuant to the Company’s 2007 Stock Option Plan, as amended (as the same may be further amended from time to time, the “Plan”).
In rendering this opinion, we have examined copies of the following documents (collectively, the “Transaction Documents”):
A. the Registration Statement,
B. the Plan,
C. the Certificate of Incorporation and Second Amended and Restated By-laws of the Company, and
D. the resolutions of the Board of Directors of the Company relating to the approval of the Plan.
We have also reviewed such other documents and made such other investigations as we have deemed appropriate. As to various questions of fact material to this opinion, we have relied upon the representations and warranties of the Company contained in the Transaction Documents and upon the statements, representations and certificates of officers or representatives of the Company, public officials and others. We have not independently verified the facts so relied on.
Based on the foregoing, and subject to the qualifications, limitations and assumptions set forth herein, we are of the opinion that the Shares have been duly authorized and, upon the issuance thereof and payment therefor in accordance with the terms stated in the Plan or in the award agreements entered into pursuant thereto, will be validly issued, fully paid and non-assessable.
Kramer Levin Naftalis & Frankel LLP
Conmed Healthcare Management, Inc.
June 14, 2012
Page 2
The Plan does not contain a provision specifying the law under which it is governed. We have rendered our opinion as if the Plan were governed by the laws of the State of New York (without regard to the principles of conflict of laws).
We express no opinion as to the laws of any jurisdiction other than the federal laws of the United States, the laws of the State of New York, and the General Corporation Law of the State of Delaware.
We hereby consent to the use of this opinion as an exhibit to the Registration Statement. In giving the foregoing consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the SEC thereunder.
Very truly yours,
/s/ Kramer Levin Naftalis & Frankel LLP | |
Exhibit 23.1
Consent of Independent Registered Public Accounting Firm
We consent to the use in this Registration Statement on Form S-8 of Conmed Healthcare Management, Inc. of our report dated March 2, 2012, relating to our audit of the consolidated financial statements, which appears in the Annual Report on Form 10-K of Conmed Healthcare Management, Inc. for the year ended December 31, 2011.
/s/ McGladrey LLP
Des Moines, IA
June 14, 2012