<PAGE> 1
As filed with the Securities and Exchange Commission on December 22, 1997
REGISTRATION NO. 333-
--------
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
--------------------
MEDPARTNERS, INC.
(Exact Name of Registrant as Specified in its Charter)
--------------------
DELAWARE 63-1151076
(State or Other Jurisdiction (I.R.S. Employer Identification Number)
of Incorporation or Organization)
3000 GALLERIA TOWER, SUITE 1000, BIRMINGHAM, ALABAMA 35244-2331
(Address of Principal Executive Offices) (Zip Code)
AMENDED AND RESTATED MEDPARTNERS, INC.
1995 STOCK OPTION PLAN
(Full Title of the Plan)
<TABLE>
<S> <C>
LARRY R. HOUSE Copy to:
Chairman of the Board
and Chief Executive Officer J. BROOKE JOHNSTON, JR., ESQ.
MedPartners, Inc. Senior Vice President and General Counsel
3000 Galleria Towers, Suite 1000 MedPartners, Inc.
Birmingham, Alabama 35244-2331 3000 Galleria Towers, Suite 1000
(Name and address of agent for service) Birmingham, Alabama 35244-2331
(205) 733-8996 (205) 733-8996
DONALD T. LOCKE, ESQ.
Haskell Slaughter & Young, L.L.C.
1200 AmSouth/Herbert Plaza
1901 Sixth Avenue North
Birmingham, Alabama 35203
(205) 251-1000
(Telephone number, including area code, of agent for service)
</TABLE>
--------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
AS SOON AS PRACTICABLE AFTER EFFECTIVE DATE OF THIS REGISTRATION STATEMENT.
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
===================================================================================================================================
TITLE OF PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
SECURITIES AMOUNT TO BE OFFERING PRICE AGGREGATE OFFERING REGISTRATION
TO BE REGISTERED REGISTERED (1) PER SHARE (2) PRICE (2) FEE (1)(2)
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, Par
Value $.001 Per Share 496,815 shares N/A $11,985,662 $3,536.00
===================================================================================================================================
</TABLE>
(1) 496,815 shares of the Common Stock of MedPartners, Inc. (the "Company")
in the above referenced plan are being registered in this Registration
Statement. An additional 8,191,126 shares of the Company's Common Stock
(adjusted to give effect to the two-for-one stock splits of the
Company's Common Stock effected on April 17, 1995, and March 17, 1997),
also issuable pursuant to the above-referenced plan, were previously
registered on Registration Statement Nos. 33-9608, 333-00234,
333-11127, for which registration fees have previously been paid.
(2) In accordance with Rule 457(h) promulgated under the Securities Act of
1933, the maximum aggregate offering price and the registration fee are
based on a price of $24.125 per share, which represents the average of
the high and low prices for the shares of HEALTHSOUTH Common Stock as
reported on the New York Stock Exchange on December 19, 1997.
=======================================================================
<PAGE> 2
EXPLANATORY NOTE
This Registration Statement is being filed pursuant to Instruction E of
Form S-8, promulgated pursuant to the Securities Act of 1933, as amended, to
register an additional 496,815 shares of the Common Stock of MedPartners, Inc.
issuable pursuant to its Amended and Restated 1995 Stock Option Plan, and
includes the Registration Statement facing page, this page, the signature page,
an Exhibit Index, an Exhibit 5 Legal Opinion and an accountant's consent.
Pursuant to Instruction E, the content of the Company's Registration Statements
on Form S-8 (Nos. 33-9608, 333-00234, and 333-11127), including the exhibits
thereto, are incorporated by reference into this Registration Statement.
<PAGE> 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 Birmingham, State of Alabama, on December 22, 1997.
MEDPARTNERS, INC.
By: /s/ LARRY R. HOUSE
---------------------------------
Larry R. House
Chairman of the Board
and Chief Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose name appears
below constitutes and appoints Larry R. House and Harold O. Knight, and each of
them, his attorney-in-fact, with power of substitution for him or her in any and
all capacities, to sign any amendments, supplements, subsequent registration
statements relating to the offering to which this statement relates, or other
instruments he or she deems necessary or appropriate, and to file the same, with
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, hereby ratifying and confirming all that
said attorney-in-fact or his substitute may 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 in the
capacities and on the date indicated.
<TABLE>
<CAPTION>
Signature Capacity Date
--------- -------- ----
<S> <C> <C>
/s/ LARRY R. HOUSE Chairman of the Board December 22, 1997
- -------------------------------------- and Chief Executive Officer
(Larry R. House) and Director
/s/ HAROLD O. KNIGHT, JR. Executive Vice President and December 22, 1997
- -------------------------------------- Chief Financial Officer
(Harold O. Knight, Jr.) (Principal Financial Officer &
Accounting Officer)
/s/ RICHARD M. SCRUSHY Director December 22, 1997
- --------------------------------------
(Richard M. Scrushy)
/s/ LARRY D. STRIPLIN, JR. Director December 22, 1997
- --------------------------------------
(Larry D. Striplin, Jr.)
/s/ CHARLES W. NEWHALL III Director December 22, 1997
- --------------------------------------
(Charles W. Newhall III)
</TABLE>
<PAGE> 4
<TABLE>
<S> <C> <C>
/s/ TED H. McCOURTNEY Director December 22, 1997
- --------------------------------------
(Ted H. McCourtney)
/s/ WALTER T. MULLIKIN, M.D. Director December 22, 1997
- --------------------------------------
(Walter T. Mullikin, M.D.)
/s/ JOHN S. MCDONALD Director December 22, 1997
- --------------------------------------
(John S. McDonald)
/s/ ROSALIO J. LOPEZ, M.D. Director December 22, 1997
- --------------------------------------
(Rosalio J. Lopez, M.D.)
/s/ C. A. LANCE PICCOLO Director December 22, 1997
- --------------------------------------
(C. A. Lance Piccolo)
/s/ ROGER L. HEADRICK Director December 22, 1997
- --------------------------------------
(Roger L. Headrick)
/s/ HARRY M. JANSEN KRAEMER, JR. Director December 22, 1997
- --------------------------------------
(Harry M. Jansen Kraemer, Jr.)
</TABLE>
<PAGE> 5
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Sequentially
Exhibit No. Description Numbered Page
----------- ----------- -------------
<S> <C> <C>
4 Amended and Restated 1995
Stock Option Plan
5 Opinion of Haskell Slaughter
& Young, L.L.C. as to the
legality of the shares of
MedPartners, Inc. Common Stock
being registered
23.1 Consent of Ernst & Young LLP
23.2 Consent of Haskell Slaughter
& Young, L.L.C. (included in the
opinion filed as Exhibit 5)
24 Powers of Attorney
(See signature pages)
</TABLE>
<PAGE> 1
EXHIBIT 4
AMENDED AND RESTATED
MEDPARTNERS, INC.
1995 STOCK OPTION PLAN
1. PURPOSE OF THE PLAN
The purposes of this Amended and Restated MedPartners, Inc. ("MedPartners" or
the "Company") 1995 Stock Option Plan (the "Plan") are to:
1.1 furnish incentives to individuals or entities chosen to receive
options because they are considered capable of responding by improving
operations and increasing profits;
1.2 encourage selected employees to accept or continue employment with the
Company or its Affiliates; and
1.3 increase the interest of selected employees, officers, directors and
consultants in the Company's welfare through their participation in the growth
in value of the common stock, $.001 par value, of the Company ("Common Stock").
To accomplish the foregoing objectives, this Plan provides a means whereby
individuals and entities may receive options to purchase Common Stock. Options
granted under this Plan ("Options") will be either nonqualified options
("NQOs") or incentive stock options ("ISOs").
2. ELIGIBLE PERSONS
2.1 General. Every person who at the date on which an Option granted to
such person becomes effective (the "Grant Date") is a full-time employee,
officer, director or consultant of the Company or of any Affiliate or any
individual or entity subject to an acquisition or management agreement with the
Company is eligible to receive Options under this Plan.
2.2 Definition of Affiliate. The term "Affiliate," as used in this Plan,
means a "parent corporation" or "subsidiary corporation," as defined in Section
424 of the Internal Revenue Code of 1986 (as amended, the "Code"). The term
"employee" shall have the meaning ascribed for purposes of Section 3401(c) of
the Code and the Treasury Regulations promulgated thereunder and shall include
an officer or a director who is also an employee.
<PAGE> 2
3. STOCK SUBJECT TO THIS PLAN
The total number of shares of stock reserved for issuance upon the exercise of
Options as of December 31, 1997 is 8,687,941 shares of Common Stock. The shares
covered by the portion of any grant that expires unexercised under this Plan
shall become available again for grants under this Plan. The number of shares
reserved for issuance under this Plan is subject to adjustment in accordance
with the provisions for adjustment in this Plan.
4. ADMINISTRATION
4.1 General. This Plan shall be administered by the Compensation Committee
of the Board of Directors or by any other committee appointed by the Board of
Directors (the "Committee"), which Committee shall consist solely of two or
more Non-Employee Directors ("Non-Employee Directors") as such are defined in
Rule 16b-3 promulgated pursuant to the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), or any successor provision. The Committee shall
have the authority to select the persons to receive Options under this Plan, to
fix the number of shares that each optionee may purchase, to set the terms and
conditions of each Option, and to determine all other matters relating to this
Plan; provided, however, that any Options granted to management of the Company,
the Board of Directors or other insiders shall comply with Rule 16b-3 of the
Exchange Act. Any act approved in writing by a majority of the members of the
Committee shall be a valid act of the Committee. All questions of
interpretation, implementation and application of this Plan shall be determined
by the Committee. Such determinations shall be final and binding on all
persons. No member of the Board of Directors or the Committee shall be liable
for any action or determination made in good faith with respect to the Plan or
any option granted under the Plan.
5. GRANTING OF RIGHTS
5.1 Ten Year Limitation on Grants of ISOs. No ISOs shall be granted under
this Plan after ten years from the date the Board of Directors first adopts the
Plan.
5.2 Written Agreement; Effect. Each Option shall be evidenced by a written
agreement (the "Option Agreement"), in form satisfactory to the Committee,
executed by the Company and by the person to whom such Option is granted. The
Option Agreement shall specify whether each Option it evidences is a NQO or an
ISO. Failure of the grantee to execute an Option Agreement shall not void or
invalidate the grant of an Option; the Option may not be exercised, however,
until the Option Agreement is executed.
5.3 Annual $100,000 Limitation on ISOs. To the extent required by Section
422(d) of the Code, the aggregate fair market value of shares of the Common
Stock with respect to which incentive stock options are exercisable for the
first time by any individual during any calendar year shall not exceed
$100,000. For this purpose, fair market value shall be the fair market value of
the shares covered by the ISOs when the ISOs were granted. If by their terms,
such ISOs taken together would first become exercisable at a faster rate, this
$100,000 limitation shall be applied by deferring the exercisability of those
ISOs or portions of ISOs which have the highest per share exercise prices. The
ISOs or portions of ISOs, the exercisability of which are so deferred, shall
become exercisable
<PAGE> 3
on the first day of the first subsequent calendar year during which they may be
exercised, as determined by applying these same principles of this Section and
all other provisions of this Section and all other provisions of this Plan,
including those relating to the expiration and termination of ISOs.
5.4 Advance Approvals. The Committee may approve the grant of Options to
persons who are expected to become employees, consultants or members of the
Board of Directors, of the Company, but are not employees, consultants or
members of the Board of Directors at the date of approval. In such cases, the
Option shall be deemed granted, without further approval, on the date the
grantee becomes an employee, and must satisfy all requirements of this Plan for
Options granted on that date.
6. TERMS AND CONDITIONS OF OPTIONS
Each Option shall be designated as an ISO or a NQO and shall be subject to the
terms and conditions set forth in Section 6.1. NQOs shall also be subject to
the terms and conditions set forth in Section 6.2, but not those set forth in
Section 6.3. ISOs shall also be subject to the terms and conditions set forth
in Section 6.3, but not those set forth in Section 6.2.
6.1 Terms and Conditions to Which All Options Are Subject. All Options
shall be subject to the following terms and conditions:
(a) Changes in Capital Structure. Subject to Section 6.1(b), if
the stock of the Company is changed by reason of a stock split, reverse stock
split, stock dividend, or recapitalization, or converted into or exchanged for
other securities as a result of a merger, consolidation, or reorganization,
appropriate adjustments shall be made in (1) the number and class of shares of
stock subject to this Plan and each outstanding Option, and (2) the exercise
price of each outstanding Option; provided, however, that the Company shall not
be required to issue fractional shares as a result of any such adjustment. Each
such adjustment shall be determined by the Committee in its sole discretion,
which determination shall be final and binding on all persons.
(b) Corporate Transactions. New option rights may be substituted
for Options granted, or the Company's obligations as to outstanding Options may
be assumed, by an employer corporation other than the Company, or an Affiliate
thereof, in connection with any merger, consolidation, acquisition, separation,
reorganization, dissolution, liquidation, sale, or like occurrence in which the
Company is involved and which the Committee determines, in its absolute
discretion, would materially alter the structure. Substitution shall be done in
such manner that the then outstanding Options which are ISOs will continue to
be "incentive stock options" within the meaning of Section 422 of the Code to
the full extent permitted thereby. Notwithstanding the foregoing or the
provisions of Section 6.1(a), if such an event occurs and if such employer
corporation, or an Affiliate thereof, does not substitute new option rights
for, and substantially equivalent to, the outstanding Options granted
hereunder, or assume the outstanding Options granted hereunder, or if there is
no employer corporation, or if the Committee determines, in its sole
discretion, that outstanding Options should not then continue to be
outstanding, the Committee may upon ten days prior written notice to optionees
in its absolute discretion (1) shorten the period during which Options are
exercisable (provided they remain exercisable, to the extent otherwise
exercisable, for at least ten days after the
<PAGE> 4
date the notice is given), or (2) cancel Options upon payment to the optionee
in cash, with respect to each Option to the extent then exercisable, of an
amount which, in the absolute discretion of the Committee, is determined to be
equivalent to any excess of the fair market value (at the effective time of the
dissolution, liquidation, merger, consolidation, acquisition, separation,
reorganization, sale or other event) of the consideration that the optionee
would have received if the Option had been exercised before the effective time,
over the exercise price of the Option; provided, however, if there is a
successor corporation and replacement options are not granted by the successor
corporation, all outstanding Options shall become exercisable prior to the
consummation of the transaction such that the optionees shall have not less
than ten days to exercise their Options and become stockholders of record
entitled to receive the consideration paid to the other stockholders of the
Company. If an optionee fails to exercise his Option within any exercise period
described in this paragraph and the dissolution, liquidation, merger,
consolidation, sale or other event is consummated, his Option shall no longer
be exercisable. Any unexercised Option shall be canceled and terminated.
Notwithstanding anything herein to the contrary, nothing shall extend an
optionee's right to exercise an ISO after the expiration of ten years from the
date it is granted. The actions described in this Section may be taken without
regard to any resulting tax consequences to the optionee.
(c) Option Grant Date. Each Option Agreement shall specify the
date as of which it shall be effective, which date shall be the Grant Date
(determined pursuant to Section 5.4 in the case of advance approvals).
(d) Fair Market Value. Except as otherwise determined by the
Committee, the "Fair Market Value" of a share of Common Stock as of any date
shall be equal to the closing sale price of a share of Common Stock as reported
on The National Association of Securities Dealers' New York Stock Exchange
Composite Reporting Tape (or if the Common Stock is not traded on The New York
Stock Exchange, the closing sale price on the exchange on which it is traded or
as reported by an applicable automated quotation system) (the "Composite
Tape"), on the applicable date or, if no sales of Common Stock are reported on
such date, the closing sale price of a share of Common Stock on the date the
Common Stock was last reported on the Composite Tape (or such other exchange or
automated quotation system, if applicable).
(e) Transfer of Option Rights.
(1) Incentive Stock Options. No ISO granted under the
Plan may be sold, trans ferred, pledged, assigned, or otherwise alienated or
hypothecated, other than by will or by the laws of descent and distribution.
Further, all ISOs granted to an optionee under the Plan shall be exercisable
during his or her lifetime only by such optionee.
(2) Nonqualified Stock Options. The Committee may, in
its discretion, authorize all or a portion of NQOs granted to an optionee to be
on terms which permit transfer by such optionee to (i) the spouse, children or
grandchildren of the optionee ("Immediate Family Members"), (ii) a trust or
trusts for the exclusive benefit of such Immediate Family Members, or (iii) a
partnership in which such Immediate Family Members are the only partners,
provided that (x) there may be no consideration for any such transfer, (y) the
Option Agreement pursuant to which such
<PAGE> 5
NQOs are granted must be approved by the Committee, and must expressly provide
for transferability in a manner consistent with this Section, and (z)
subsequent transfers of transferred NQOs shall be prohibited except those by
will or the laws of descent and distribution. Following transfer, any such NQOs
shall continue to be subject to the same terms and conditions as were
applicable immediately prior to transfer, provided that for purposes of this
Plan, the term "optionee" shall be deemed to refer to the transferee. The
events of termination of employment shall continue to be applied with respect
to the original optionee, following which the NQOs shall be exercisable by the
transferee only to the extent, and for the periods specified in Section 6.1(g).
Notwithstanding the foregoing, should the Committee provide that NQOs granted
be transferable, the Company by such action incurs no obligation to notify or
otherwise provide notice to a transferee of early termination of the NQO. In
the event of a transfer, as set forth above, the original optionee is and will
remain subject to and responsible for any applicable withholding taxes upon the
exercise of such NQOs.
(f) Payment. No shares of Common Stock shall be issued on the
exercise of an Option unless paid for in full at the time of exercise. Payment
shall be made in cash, which may be paid by check or other instrument
acceptable to the Company. In addition, subject to compliance with applicable
laws and regulations and such conditions as the Committee may impose, the
Committee may elect to accept payment in shares of Common Stock of the Company
which are already owned by the optionee, valued at the Fair Market Value
thereof on the date of exercise. The Committee may also allow an optionee to
exercise an Option by use of proceeds to be received from the sale of Common
Stock issuable pursuant to the Option being exercised.
(g) Termination.
(1) Any Option or portion thereof which has not expired
or been exercised on or before the date on which an optionee ceases to be an
employee, officer, consultant or member of the Board of Directors or otherwise
affiliated with the Company ("Termination") for cause, shall expire upon
Termination.
(2) Any Option or portion thereof which has not expired
or been exercised on or before the date of Termination without cause, shall
expire ninety days after the date of Termination. A leave of absence duly
authorized by the Company, shall not be deemed a Termination or a break in
continuous employment.
(3) Notwithstanding the foregoing, if Termination is due
to the permanent disability or death of the optionee, the optionee, the
optionee's personal representative or any other person who acquires option
rights from the optionee by will or the applicable laws of descent and
distribution, may, within twelve months after the date of Termination, exercise
such Option rights to the extent they were exercisable on the date of
Termination.
(h) Other Provisions. Each Option Agreement may contain such
other terms, provisions, and conditions not inconsistent with this Plan,
including rights of repurchase, as may be determined by the Committee, and each
ISO granted under this Plan shall include such provisions and conditions
<PAGE> 6
as are necessary to qualify such option as an "incentive stock option" within
the meaning of Section 422 of the Code.
(i) Withholding and Employment Taxes. At the time of exercise of
an Option, the optionee shall remit to the Company in cash all applicable
federal and state withholding and employment taxes. If and to the extent
authorized and approved by the Committee in its sole discretion, an optionee
may elect, by means of a form of election to be prescribed by the Committee, to
have shares which are acquired upon exercise of an Option withheld by the
Company or tender other shares of Common Stock or other securities of the
Company owned by the optionee to the Company at the time the amount of such
taxes is determined in order to pay the amount of such tax obligations, subject
to the following limitations:
(1) such election shall be irrevocable; and
(2) such election shall be subject to the disapproval of
the Committee at any time.
Any Common Stock or other securities so withheld or tendered will be valued by
the Company as of the date they are withheld or tendered. Unless the Committee
otherwise determines, the optionee shall pay to the Company in cash, promptly
when the amount of such obligations become determinable, all applicable federal
and state withholding taxes resulting from the lapse of restrictions imposed on
exercise of an Option, from a transfer or other disposition of shares acquired
upon exercise of an Option or otherwise related to the Option or the shares
acquired upon exercise of the Option.
6.2 Terms and Conditions to Which Only NQOs Are Subject. Options granted
under this Plan which are designated as NQOs shall be subject to the following
terms and conditions:
(a) Option Term. Unless a different expiration date is specified
by the Committee at the Grant Date in the Option Agreement, each NQO shall
expire ten years from its Grant Date.
6.3 Terms and Conditions to Which Only ISOs Are Subject. Options granted
under this Plan which are designated as ISOs shall be subject to the following
terms and conditions:
(a) Exercise Price. The exercise price of an ISO shall be
determined in accordance with the applicable provisions of the Code and shall
in no event be less than the fair market value of the stock covered by the ISO
at the Grant Date; provided, however, that the exercise price of an ISO granted
to any person who owns, directly or indirectly (or is treated as owning by
reason of attribution rules, currently set forth in Section 424 of the Code),
stock of the Company constituting more than 10% of the total combined voting
power of all classes of outstanding stock of the Company or of any Affiliate of
the Company, shall in no event be less than 110% of such fair market value.
(b) Option Term. Unless an earlier expiration date is specified
by the Committee at the Grant Date in the Option Agreement, each ISO shall
expire ten years from its Grant Date; except that
<PAGE> 7
an ISO granted to any person who owns, directly or indirectly (or is treated as
owning by reason of applicable attribution rules currently set forth in Section
424 of the Code) stock of the Company constituting more than 10% of the total
combined voting power of the Company's outstanding stock, or the stock of any
Affiliate of the Company, shall expire five years from its Grant Date.
(c) Disqualifying Dispositions. If stock acquired by exercise of
an ISO is disposed of within two years from the Grant Date or within one year
after the transfer of the stock to the optionee, the holder of the stock
immediately prior to the disposition shall promptly notify the Company in
writing of the date and terms of the disposition and shall provide such other
information regarding the disposition as the Company may reasonably require.
Such holder shall pay to the Company any withholding and employment taxes which
the Company in its sole discretion deems applicable. The Company may instruct
its stock transfer agent by appropriate means, including placement of legends
on stock certificates, not to transfer stock acquired by exercise of an ISO
unless it has been advised by the Company that the requirements of this Section
have been satisfied.
7. MANNER OF EXERCISE
An optionee wishing to exercise an Option shall give proper notification to the
Company at its principal executive office, to the attention of the Corporate
Secretary, accompanied by a notice of exercise in form and substance
satisfactory to the Company, by payment of the exercise price for such shares
in a form and manner as the Committee may from time to time approve and by such
other documents as the Committee may request. The date the Company receives
proper notification of an exercise hereunder accompanied by payment of the
exercise price and all such other documents will be considered the date the
Option was exercised. Promptly after receipt of proper notification of exercise
of an Option, the Company shall, without stock issue or transfer taxes to the
optionee or any other person entitled to exercise the Option, deliver to the
optionee or such other person a certificate or certificates for the requisite
number of shares of stock. An optionee or transferee of an Option shall not
have any privileges as stockholder with respect to any stock covered by the
Option until the date of issuance of a stock certificate.
8. RELATIONSHIP WITH THE COMPANY
Nothing in this Plan or any Option granted hereunder shall interfere with or
limit in any way the right of the Company to terminate any optionee's
employment, affiliation or other relationship with the Company at any time, nor
confer upon any optionee any right to continue in the employ of, as a
consultant to, as a director of, or otherwise affiliated in any way with, the
Company.
<PAGE> 8
9. AMENDMENT, SUSPENSION OR TERMINATION OF THIS PLAN
The Committee may, at any time and in any manner, amend, suspend, or terminate
this Plan or any award outstanding under this Plan; provided, however, that no
such amendment or discontinuance shall:
(a) be made without stockholder approval; (1) to the extent such
approval is required by law, agreement or the rules of any exchange or
automated quotation system upon which the Common Stock is listed or quoted or
(2) to the extent that any outstanding Option is canceled and regranted or
repriced;
(b) adversely alter or impair the rights of Participants with
respect to awards previously made under this Plan without the consent of the
holder thereof; or
(c) make any change that would disqualify any provision of this
Plan intended to be so qualified, from the exemption provided by Rule 16b-3.
10. LIABILITY AND INDEMNIFICATION OF COMMITTEE
No member of the Committee shall be liable for any act or omission on such
member's own part, including but not limited to the exercise of any power or
discretion given to such member under this Plan, except for those acts or
omissions resulting from such member's own gross negligence or willful
misconduct. The Company shall indemnify each present and future member of the
Committee against, and each member of the Committee shall be entitled without
further act on his or her part to indemnity from the Company for, all expenses
(including attorneys' fees and the amount of judgments and the amount of
approved settlements made with a view to the curtailment of costs of
litigation, other than amounts paid to the Company itself) reasonably incurred
by such person in connection with or arising out of any action, suit, or
proceeding to which the Committee or any member of the Committee may be a party
by reason of any action taken or failure to act under or in connection with the
Plan or any option granted or not granted under the Plan to the full extent
permitted by law and by the Certificate of Incorporation and Bylaws of the
Company, as amended. The right of indemnity described in this Section 10 shall
be in addition to such other rights of indemnification as the members of the
Committee shall otherwise be entitled because of their serving on the Board of
Directors of the Company or as an employee of the Company.
11. EFFECTIVE DATE OF THIS PLAN
This Plan first became effective upon adoption by the Board of Directors on
February 1, 1995. This Amended and Restated MedPartners, Inc. 1995 Stock Option
Plan is an amendment and restatement of that Plan and was adopted by the
Committee on May 12, 1997.
<PAGE> 1
LAW OFFICES
HASKELL SLAUGHTER & YOUNG, L.L.C.
1200 AMSOUTH/HARBERT PLAZA
1901 SIXTH AVENUE NORTH
BIRMINGHAM, ALABAMA 35203-2618
FACSIMILE (205) 324-1133
TELEPHONE (205) 251-1000
MONTGOMERY OFFICE
305 SOUTH LAWRENCE STREET
MONTGOMERY, ALABAMA 36104
POST OFFICE BOX 4660
MONTGOMERY, ALABAMA 36103-4660
FACSIMILE (334) 264-7945
TELEPHONE (334) 265-8573
December 22, 1997
MedPartners, Inc.
3000 Galleria Tower, Suite 1000
Birmingham, Alabama 35244
Re: REGISTRATION STATEMENT ON FORM S-8 -- Amended and Restated
1995 Stock Option Plan
Gentlemen:
We have served as counsel for MedPartners, Inc., a Delaware
corporation (the "Company"), in connection with the registration under the
Securities Act of 1933, as amended, of an aggregate of 496,815 shares (the
"Shares") of the Company's authorized Common Stock, par value $.001 per share,
to be issued to participants in the Company's Amended and Restated 1995 Stock
Option Plan (the "Plan") pursuant to the Company's Registration Statement on
Form S-8 (the "Registration Statement"). This opinion is rendered to you
pursuant to the requirements of Form S-8.
In connection with this opinion, we have examined and are familiar
with the original or copies (certified or otherwise identified to our
satisfaction) of such documents, corporate records and other instruments
relating to the incorporation of the Company and to the authorization and
issuance of the Shares and the authorization and adoption of the Plan as we
have deemed necessary and appropriate.
Based upon the foregoing, and having regard for such legal
considerations as we have deemed relevant, it is our opinion that:
1. The Shares have been duly authorized.
<PAGE> 2
MedPartners, Inc.
December 22, 1997
Page Two
2. Upon issuance, sale and delivery of the Shares as contemplated
in the Registration Statement and the Plan, the Shares will be legally issued,
fully paid and nonassessable.
We do hereby consent to the reference to our firm under the heading
"Legal Matters" in the Registration Statement and to the filing of this opinion
as an Exhibit thereto.
Very truly yours,
HASKELL SLAUGHTER & YOUNG, L.L.C.
By:/s/ Donald T. Locke
-----------------------------
Donald T. Locke
DTL/gcc
<PAGE> 1
EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement
(Form S-8, No. 333-___) pertaining to the Amended and Restated MedPartners,
Inc. 1995 Stock Option Plan of our reports dated February 3, 1997, with respect
to the consolidated financial statements of MedPartners, Inc., for the year
ended December 31, 1996, included in its Annual Report on Form 10-K/A for the
year ended December 31, 1996, and our report dated August 25, 1997 with respect
to the consolidated financial statement of MedPartners, Inc. for the year ended
December 31, 1996, included in its Current Report on Form 8-K dated August 27,
1997, filed with the Securities and Exchange Commission.
ERNST & YOUNG LLP
Birmingham, Alabama
December 22, 1997
