-----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, DW/WfsqawXiwtZay5gMyXVN0YkWvApWCesWpKNFv3U+eP+FToaBHpBuJUgt0XIPZ +usdrorIvk+Shz2F2FRvpg== 0000946489-97-000012.txt : 19970811 0000946489-97-000012.hdr.sgml : 19970811 ACCESSION NUMBER: 0000946489-97-000012 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19970808 EFFECTIVENESS DATE: 19970808 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: SHERIDAN HEALTHCARE INC CENTRAL INDEX KEY: 0000946489 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-SPECIALTY OUTPATIENT FACILITIES, NEC [8093] IRS NUMBER: 043252967 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-33209 FILM NUMBER: 97654423 BUSINESS ADDRESS: STREET 1: 4651 SHERIDAN ST STREET 2: STE 400 CITY: HOLLYWOOD STATE: FL ZIP: 33021 BUSINESS PHONE: 3059875822 MAIL ADDRESS: STREET 1: 4651 SHERIDAN STREET STREET 2: SUITE 400 CITY: HOLLYWOOD STATE: FL ZIP: 33021 S-8 1 S-8 As filed with the Securities and Exchange Commission on August 8, 1997 REGISTRATION STATEMENT NO. 333- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ------------------------- SHERIDAN HEALTHCARE, INC. (Exact name of Registrant as specified in its charter) DELAWARE 04-3252967 (State of incorporation) (I.R.S. Employer Identification Number) 4651 SHERIDAN STREET, SUITE 400 HOLLYWOOD, FLORIDA 33021 (954) 987-5822 (Address, including zip code, and telephone number, including area code, of Registrant's principal executive offices) SHERIDAN HEALTHCARE, INC. SECOND AMENDED AND RESTATED 1995 STOCK OPTION PLAN (Full Title of the Plan) MITCHELL EISENBERG, M.D. PRESIDENT AND CHIEF EXECUTIVE OFFICER SHERIDAN HEALTHCARE, INC. 4651 SHERIDAN STREET, SUITE 400 HOLLYWOOD, FLORIDA 33021 (954) 987-5822 (Name, address, including zip code, and telephone number, including area code, of agent for service) ---------------------------- With a copy to: Kevin M. Dennis, Esq. Goodwin, Procter & Hoar LLP Exchange Place 53 State Street Boston, Massachusetts 02109-2881 (617) 570-1000 -----------------------------
CALCULATION OF REGISTRATION FEE - ----------------------------------------------------------------------------------------------------------- Proposed Maximum Proposed Maximum Amount of Title of Securities Being Amount to be Offering Price Per Aggregate Offering Registration Registered Registered Share Price Fee - ----------------------------------------------------------------------------------------------------------- Common Stock, par value 1,350,000 $12.44(2) $16,794,000.00 $5,090.00 $.01 per share shares (1) (1) Plus such additional number of shares as may be required pursuant to the Sheridan Healthcare, Inc. Second Amended and Restated 1995 Stock Option Plan in the event of a stock dividend, stock split, split-up, recapitalization or other similar event. (2) This estimate is based on the average of the high and low sales prices on the Nasdaq National Market of the Common Stock of Sheridan Healthcare, Inc. on August 5, 1997 pursuant to Rules 457(c) and (h) under the Securities Act of 1933, as amended, solely for purposes of determining the registration fee.
PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Certain Documents by Reference. ----------------------------------------------- Sheridan Healthcare, Inc. (the "Company") hereby incorporates by reference the documents listed in (a) through (c) below, which have previously been filed with the Securities and Exchange Commission. (a) The Company's Annual Report on Form 10-K, containing audited financial statements for the fiscal year ended December 31, 1996, filed with the Securities and Exchange Commission pursuant to Section 13(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), on March 31, 1997; (b) All other reports filed since December 31, 1996 pursuant to Section 13(a) or 15(d) of the Exchange Act; and (c) The description of the Company's common stock contained in its Registration Statement on Form 8-A, filed with the Securities and Exchange Commission on September 20, 1995, as amended, under Section 12 of the Exchange Act and any amendments or reports filed for the purpose of updating such description. In addition, all documents subsequently filed with the Securities and Exchange Commission by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment hereto 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. -------------------------------------- Not Applicable. Item 6. Indemnification of Directors and Officers. ----------------------------------------- In accordance with the General Corporation Law of the State of Delaware, Article VII of the Company's Third Amended and Restated Certificate of Incorporation, as amended (the "Certificate"), provides that no director of the Company shall be personally liable to the Company or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director's duty of loyalty to the Company or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) in respect of certain unlawful dividend payments or stock redemptions or repurchases, or (iv) for any transaction from which the director derived an improper personal benefit. In addition, the Certificate provides that if the General Corporation Law of the State of Delaware is amended to authorize the further elimination or limitation of the liability of directors, then the liability of a director of the Corporation shall be eliminated or limited to the fullest extent permitted by the General Corporation Law of the State of Delaware, as so amended. Article V of the Company's Amended and Restated By-laws provides for indemnification by the Company of its directors, officers and certain non-officer employees under certain circumstances against expenses (including attorneys fees, judgments, fines, taxes, penalties and amounts paid in settlement) reasonably incurred in connection with the defense or settlement of any threatened, pending or completed legal proceeding in which any such person is involved by reason of the fact that such person is or was a director, officer or employee of the Company if such person acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to criminal actions or proceedings, if such person had no reasonable cause to believe his or her conduct was unlawful. The Amended and Restated Stockholders' Agreement, filed as Exhibit 4.2 to the Company's registration statement on Form S-1 (File No. 33-93290) filed on June 8, 1995, as amended (the "Form S-1") provides for indemnification by the Company of its existing principal stockholders and the controlling persons of such stockholders (one of whom is a director of the Company) against certain liabilities arising under the securities laws. Under Section 7 of the Underwriting Agreement filed as Exhibit 1.1 to the Form S-1, the underwriters of the Company's initial public offering have agreed to indemnify, under certain conditions, the Company, its directors, certain of its officers and persons who control the Company within the meaning of the Securities Act of 1933, as amended (the "Securities Act") against certain liabilities. Sheridan Healthcorp, Inc. (the "Subsidiary"), a wholly-owned subsidiary of the Company, has entered into indemnification agreements with certain directors and officers of the Company pursuant to which the Subsidiary has agreed to indemnify the indemnified officers and directors against expenses (including attorneys' fees, judgments, fines, taxes, penalties and amounts paid in settlement) reasonably incurred in connection with a certain action brought against the Company and the indemnified directors and officers in the Circuit Court of Broward County, Florida in October, 1996. The Company also carries directors' and officers' liability insurance covering its directors and officers. Item 7. Exemption from Registration Claimed. ----------------------------------- Not applicable. Item 8. Exhibits. -------- The following is a complete list of exhibits filed or incorporated by reference as part of this registration statement. Exhibits - -------- 4.1 Sheridan Healthcare, Inc. Third Amended and Restated Certificate of Incorporation (incorporated herein by reference to such exhibit filed as an exhibit to the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 1995). 4.2 Sheridan Healthcare, Inc. Amended and Restated By-laws (incorporated herein by reference to such exhibit filed as an exhibit to the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 1995). 5.1 Opinion of Goodwin, Procter & Hoar LLP as to the legality of the securities being registered. 23.1 Consent of Goodwin, Procter & Hoar LLP (included in Exhibit 5.1). 23.2 Consent of Arthur Andersen LLP, Independent Accountants. 24.1 Powers of Attorney (included on page 4 of this registration statement). 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; 2 (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) above shall not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or 15(d) of the Exchange Act that are incorporated by reference in the registration statement. (2) That, for the purpose of determining any liability under the Securities Act, 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, each filing of the registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Exchange Act) 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 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 Securities 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 Securities Act and will be governed by the final adjudication of such issue. 3 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 Hollywood, State of Florida, on August 8, 1997. SHERIDAN HEALTHCARE, INC. By: /s/ Mitchell Eisenberg ------------------------------------- Mitchell Eisenberg, M.D., Chairman, President and Chief Executive Officer POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that we, the undersigned officers and directors of Sheridan Healthcare, Inc. hereby severally constitute Mitchell Eisenberg, M.D. and Jay A. Martus, Esq., and each of them singly, our true and lawful attorneys with full power to them, and each of them singly, to sign for us and in our names in the capacities indicated below, the registration statement filed herewith and any and all amendments to said registration statement, and generally to do all such things in our names and in our capacities as officers and directors to enable Sheridan Healthcare, Inc. to comply with the provisions of the Securities Act of 1933 and all requirements of the Securities and Exchange Commission, hereby ratifying and confirming our signatures as they may be signed by our said attorneys, or any of them, to said registration statement and any and all amendments thereto. Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons in the capacities and on the date indicated. SIGNATURE CAPACITY DATE /s/ Mitchell Eisenberg Chairman of the Board of Directors, August 8, 1997 - ------------------------ President and Chief Executive Officer Mitchell Eisenberg, M.D. (Principal Executive Officer) /s/ Michael F. Schundler Chief Operating Officer and Chief August 8, 1997 - ------------------------- Financial Officer (Principal Financial Michael F. Schundler Officer and Principal Accounting Officer) /s/ Lewis D. Gold Executive Vice President-Business August 8, 1997 - ------------------------- Development and Director Lewis D. Gold, M.D. - ------------------------- Director August __, 1997 Robert W. Daly /s/ Henry E. Golembesky - ------------------------- Director August 8, 1997 Henry E. Golembesky, M.D. /s/ Neil A. Natkow - ------------------------- Director August 8, 1997 Neil A. Natkow, D. O. 4 EXHIBIT INDEX Exhibit No. Description 4.1 Sheridan Healthcare, Inc. Third Amended and Restated Certificate of Incorporation (incorporated herein by reference to such exhibit filed as an exhibit to the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 1995). 4.2 Sheridan Healthcare, Inc. Amended and Restated By-laws (incorporated herein by reference to such exhibit filed as an exhibit to the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 1995). 5.1 Opinion of Goodwin, Procter & Hoar LLP as to the legality of the securities being registered. 23.1 Consent of Goodwin, Procter & Hoar LLP (included in Exhibit 5.1). 23.2 Consent of Arthur Andersen LLP, Independent Accountants. 24.1 Powers of Attorney (included on page 4 of this registration statement). 5 EX-5 2 OPINION LETTER Exhibit 5.1 GOODWIN, PROCTER & HOAR LLP COUNSELLORS AT LAW EXCHANGE PLACE BOSTON, MASSACHUSETTS 02109-2881 August 8, 1997 Sheridan Healthcare, Inc. 4651 Sheridan Street Suite 400 Hollywood, Florida 33021 Ladies and Gentlemen: This opinion is furnished in connection with the registration, pursuant to the Securities Act of 1933, as amended (the "Act"), of 1,350,000 shares of Common Stock, par value $.01 per share (the "Shares"), of Sheridan Healthcare, Inc., a Delaware corporation (the "Company"). In connection with rendering this opinion, we have examined the Certificate of Incorporation and ByLaws of the Company, each as amended to date; such records of the corporate proceedings of the Company as we deemed material; a registration statement on Form S-8 under the Act relating to the Shares (the "Registration Statement") and the prospectus contained therein (the "Prospectus"); the Sheridan Healthcare, Inc. Second Amended and Restated Stock Option Plan; and such other certificates, receipts, records and documents as we considered necessary for the purposes of this opinion. In our examination, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as certified, photostatic or facsimile copies, the authenticity of the originals of such copies and the authenticity of telephonic confirmations of public officials and others. As to facts material to our opinion, we have relied upon certificates or telephonic confirmations of public officials and certificates, documents, statements and other information of the Company or representatives or officers thereof. We are attorneys admitted to practice in The Commonwealth of Massachusetts. We express no opinion concerning the laws of any jurisdictions other than the laws of the United States of America and The Commonwealth of Massachusetts and the General Corporation Law of the State of Delaware. Based upon the foregoing, we are of the opinion that when the Shares have been issued and paid for in accordance with the terms of the Prospectus, the Shares will be validly issued, fully paid and nonassessable shares of Common Stock. The foregoing assumes that all requisite steps will be taken to comply with the requirements of the Act and applicable requirements of state laws regulating the offer and sale of securities. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. Very truly yours /s/ GOODWIN, PROCTER & HOAR LLP GOODWIN, PROCTER & HOAR LLP 6 EX-23 3 CONSENT OF INDEPENDENT ACCOUNTANTS Exhibit 23.2 CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS As independent certified public accountants, we hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated February 21, 1997 (except for the matter discussed in Note 12, as to which the date is March 17, 1997) included in Sheridan Healthcare, Inc.'s Annual Report on Form 10-K for the year ended December 31, 1996 and to all references to our Firm included in this Registration Statement. /s/ Arthur Andersen LLP ARTHUR ANDERSEN LLP Miami, Florida August 8, 1997 7 -----END PRIVACY-ENHANCED MESSAGE-----