<PAGE> 1
As filed with the Securities and Exchange Commission on April 23, 1998
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)
MEDPARTNERS, INC. 1997 LONG TERM
INCENTIVE COMPENSATION PLAN
(Full Title of the Plan)
<TABLE>
<S> <C>
HAROLD O. KNIGHT, JR. Copy to:
Chief Financial 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 1,977,473 shares N/A $ 21,134,242.68 $ 6,234.68
===================================================================================================================================
</TABLE>
(1) 1,977,473 shares of the Common Stock of MedPartners, Inc. (the
"Company") in the above referenced plan are being registered in this
Registration Statement. An additional 6,725,000 shares of the Company's
Common Stock also issuable pursuant to the above-referenced plan, were
previously registered on Registration Statement No. 333-38835, 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 $10.69 per share, which represents the average of
the high and low prices for the shares of the Company's Common Stock as
reported on the New York Stock Exchange on April 20, 1998.
=======================================================================
<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 1,977,473 shares of the Common Stock of MedPartners, Inc.
issuable pursuant to its MedPartners, Inc. 1997 Long Term Incentive Compensation
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
Statement on Form S-8 (No. 333-38835), 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 April 23, 1998.
MEDPARTNERS, INC.
By: /s/ Harold O. Knight, Jr.
---------------------------------
Harold O. Knight, Jr.
Chief Financial Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose name appears
below constitutes and appoints Edwin M. Crawford, 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/ Richard M. Scrushy Chairman of the Board April 23, 1998
- --------------------------------------
(Richard M. Scrushy)
/s/ Edwin M. Crawford President, Chief Executive April 23, 1998
- -------------------------------------- Officer and Director
(Edwin M. Crawford)
/s/ Harold O. Knight, Jr. Chief Financial Officer April 23, 1998
- --------------------------------------
(Harold O. Knight, Jr.)
/s/ Larry D. Striplin, Jr. Director April 23, 1998
- --------------------------------------
(Larry D. Striplin, Jr.)
/s/ Charles W. Newhall III Director April 23, 1998
- --------------------------------------
(Charles W. Newhall III)
</TABLE>
<PAGE> 4
<TABLE>
<S> <C> <C>
/s/ Ted H. McCourtney Director April 23, 1998
- --------------------------------------
(Ted H. McCourtney)
/s/ Walter T. Mullikin, M.D. Director April 23, 1998
- --------------------------------------
(Walter T. Mullikin, M.D.)
/s/ John S. McDonald, J.D. Director April 23, 1998
- --------------------------------------
(John S. McDonald, J.D.)
/s/ Michael D. Martin Director April 23, 1998
- --------------------------------------
(Michael D. Martin)
/s/ Rosalio J. Lopez, M.D. Director April 23, 1998
- --------------------------------------
(Rosalio J. Lopez, M.D.)
/s/ C. A. Lance Piccolo Director April 23, 1998
- --------------------------------------
(C. A. Lance Piccolo)
/s/ Roger L. Headrick Director April 23, 1998
- --------------------------------------
(Roger L. Headrick)
/s/ Harry M. Jansen Kraemer, Jr. Director April 23, 1998
- --------------------------------------
(Harry M. Jansen Kraemer, Jr.)
</TABLE>
<PAGE> 5
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Sequentially
Exhibit No. Description Numbered Page
----------- ----------- -------------
<S> <C> <C>
4 MedPartners, Inc. 1997 Long Term
Incentive Compensation Plan, filed
as Exhibit No. 4 to the Company's
Registration Statement on Form S-8
(No. 333-38835), is hereby
incorporated herein by reference.
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 5
[HASKELL SLAUGHTER & YOUNG, L.L.C. LETTERHEAD]
PLEASE REPLY TO: BIRMINGHAM
April 23, 1998
MedPartners, Inc.
3000 Galleria Tower, Suite 1000
Birmingham, Alabama 35244-2331
RE: REGISTRATION STATEMENT ON FORM S-8
MEDPARTNERS, INC. 1997 LONG TERM INCENTIVE COMPENSATION PLAN
OUR FILE NO. 48367-067
Gentlemen:
We have served as counsel for MedPartners, Inc., a corporation
organized and existing under the laws of the State of Delaware (the "Company"),
in connection with the registration under the Securities Act of 1933, as
amended, of an aggregate of 1,977,473 shares of the Company's authorized Common
Stock, par value $.001 per share (the "Shares") to be issued to participants
in the MedPartners, Inc. 1997 Long Term Incentive Compensation Plan (the
"Plan") pursuant to the Company's Registration Statement on Form S-8 (the
"Registration Statement"). This opinion is furnished to you pursuant to the
requirements of Form S-8.
In connection with this opinion, we have examined and are familiar
with originals 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.
<PAGE> 2
MedPartners, Inc.
April 23, 1998
Page 2
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.
2. Upon issuance, sale and delivery of the Shares as contemplated in
the Registration Statement and 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
<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 MedPartners, Inc. 1997 Long Term
Incentive Compensation Plan of our reports dated March 13, 1998 with respect to
the consolidated financial statements of MedPartners, Inc., for the year ended
December 31, 1997, included in its Annual Report on Form 10-K for the year
ended December 31, 1997 filed with the Securities and Exchange Commission.
/s/ ERNST & YOUNG LLP
ERNST & YOUNG LLP
Birmingham, Alabama
April 21, 1998
