<PAGE> 1
As filed with the Securities and Exchange Commission on December 10, 1998
REGISTRATION NO. 333-
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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 of (I.R.S. Employer
incorporation or organization) Identification No.)
3000 GALLERIA TOWER
SUITE 1000
BIRMINGHAM, ALABAMA 35244
(Address, including zip code, of registrant's principal executive offices)
NONQUALIFIED STOCK OPTION AGREEMENT
DATED AUGUST 6, 1998
BETWEEN MEDPARTNERS, INC. AND E. MAC CRAWFORD.
(Full title of plan)
E. MAC CRAWFORD
PRESIDENT AND CHIEF EXECUTIVE OFFICER
3000 GALLERIA TOWER
SUITE 1000
BIRMINGHAM, ALABAMA 35244
(205) 733-8996
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
COPIES TO:
EDWARD L. HARDIN, ESQ. WILLIAM R. SPALDING, ESQ.
EXECUTIVE VICE PRESIDENT AND GENERAL COUNSEL KING & SPALDING
MEDPARTNERS, INC. 191 PEACHTREE STREET
3000 GALLERIA TOWER, SUITE 1000 ATLANTA, GEORGIA 30303-1763
BIRMINGHAM, ALABAMA 35244
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
Proposed Maximum Proposed Maximum
Amount to Offering Price Per Aggregate Offering Amount of
Title of Securities to be Registered be Registered(1) Share(2) Price(2) Registration Fee
- --------------------------------------------- ---------------- ------------------ ------------------ ----------------
<S> <C> <C> <C> <C>
Common Stock, par value $.001 per share
(including Common Stock Purchase Rights) (3) 3,250,000 $4.4063 $14,320,475 $3,981
- --------------------------------------------- ---------------- ------------------ ------------------ ---------------
</TABLE>
(1) Maximum number of shares which may be issued by Registrant pursuant to
stock options available for future grant under that certain Nonqualified
Stock Option Agreement by and between Registrant and E. Mac Crawford.
(2) Estimated solely for the purpose of computing the registration fee
pursuant to Rule 457(h) on the basis of the average of the high and low
prices of the Registrant's Common Stock on December 8, 1998 as reported
by the New York Stock Exchange.
(3) Preference Share Purchase Rights to Purchase 1/100th of a Share of Series
C Junior Participating Preferred Stock $.001, par value (the"Rights") are
attached to and trade with the Registrant's Common Stock. The value, if
any, attributable to the Rights is reflected in the market price of
Registrant's Common Stock.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
The document(s) containing the information specified in Part I of Form S-8
will be sent or given to E. Mac Crawford as specified by Rule 428(b)(1) of the
Securities Act of 1933, as amended (the "Securities Act"). These documents and
the documents incorporated by reference in this registration statement (the
"Registration Statement") pursuant to Item 3 of Part II below, taken together,
constitute a prospectus that meets the requirements of Section 10(a) of the
Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents have been previously filed by the Registrant with
the Securities and Exchange Commission (the "Commission") and are incorporated
by reference in this Registration Statement:
(a) Registrant's Annual Report on Form 10-K for the year ended December
31, 1997 filed with the Commission on March 31, 1998, as amended by
Form 10-K/A filed with the Commission on April 30, 1998.
(b) Registrant's Quarterly Report on Form 10-Q filed for the quarter
ended March 31, 1998.
(c) Registrant's Quarterly Report on Form 10-Q filed for the quarter
ended June 30, 1998.
(d) Registrant's Quarterly Report on Form 10-Q filed for the quarter
ended September 30, 1998
(e) Registrant's Current Report on Form 8-K filed on January 9, 1998.
(f) Registrant's Current Report on Form 8-K filed on January 26, 1998.
(g) The description of securities to be registered contained in the
Registration Statement filed with the Commission on Form 8-A under
the Securities Exchange Act of 1934, as amended (the "Exchange
Act") on February 9, 1996, as amended by Form 8-A/A filed with the
Commission on September 21, 1998.
(h) The description of securities to be registered contained in the
Registration Statement filed with the Commission on Form 8-A under
the Exchange Act on July 11, 1997.
In addition, all documents filed by the Registrant subsequent to the date
of this Registration Statement pursuant to Sections 13(a), 13(c), 14 and 15(d)
of the Exchange Act, and prior to the filing of a post-effective amendment to
this Registration Statement that indicates that all securities offered hereunder
have been sold or that de-register all securities then remaining unsold shall be
deemed to be incorporated by reference in this Registration Statement and to be
a part of this Registration Statement from the date of filing of such documents.
Item 4. Description of Securities.
Not applicable.
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Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Section 102(b)(7) of the Delaware General Corporate Law ("DGCL")permits
a Delaware corporation in its certificate of incorporation, to limit or
eliminate, subject to certain statutory limitations, the liability of directors
to the corporation or its stockholders for monetary damages for breaches of
fiduciary duty, except for liability (i) for any breach of a director's duty of
loyalty to the corporation or its stockholders, (ii) for acts or omissions not
in good faith or which involve intentional misconduct or a knowing violation of
law, (iii) under Section 174 of the DGCL, or (iv) for any transaction from which
the director derived an improper personal benefit. Section 9.1 of the
Registrant's Third Restated Certificate of Incorporation (the "Certificate")
eliminates personal liability of the Registrant's directors (the "Directors") to
the Registrant and its stockholders for monetary damages arising from acts or
omissions in the Directors' capacity as directors in accordance with Section
102(b)(7) of the DGCL. This provision offers the Directors protection against
awards of monetary damages resulting from breaches of their duty of care (except
as indicated above). As a result of this provision, the ability of the
Registrant or a stockholder thereof to successfully prosecute an action against
a Director for a breach of his duty of care is limited.
Under Section 145 of the DGCL, the Registrant may indemnify any of its
Directors, officers, employees, or agents against expenses (including attorneys'
fees), judgments, fines, and amounts paid in settlement actually and reasonably
incurred by such person in connection with a threatened, pending or completed
action, suit or proceeding brought against any such person by reason of the fact
that such person is or was a director or officer (i) if any such person acted in
good faith and in a manner reasonably believed to be in or not opposed to the
best interests of the Registrant and, (ii) in connection with any criminal
action or proceeding, if such person had no reasonable cause to believe such
conduct was unlawful. In actions brought by or in the right of the Registrant,
Section 145 of the DGCL provides that no indemnification for expenses may be
made in respect of any claim, issue or matter as to which any director or
officer of the Registrant shall have been adjudged to be liable for negligence
or misconduct in the performance of such person's duty to the Registrant unless,
and only to the extent that, the Court of Chancery of the State of Delaware or
the court in which such action or suit was brought shall determine upon
application that, despite the adjudication of liability but in view of all the
circumstances of such case, such person is fairly and reasonably entitled to
indemnity for such expenses which the Court of Chancery or such other court
shall deem proper.
Pursuant to the Certificate, the Registrant is obligated to indemnify
Directors. Pursuant to the Registrant's Third Amended and Restated By-laws (the
"By-laws"), the Registrant is obligated to indemnify Directors and the
Registrant's officers, and may indemnify the Registrant's employees and agents
to the fullest extent permitted by the DGCL.
The Registrant has purchased insurance containing customary terms and
conditions as permitted by Delaware law on behalf of its directors and officers,
which may cover liabilities under the Securities Act of 1933.
Item 7. Exemption from Registration Claimed.
Not applicable.
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Item 8. Exhibits.
Exhibit Description
4.1 MedPartners, Inc. Third Restated Certificate of Incorporation,
filed as Exhibit (3)-1 to the Company's Annual Report on Form 10-K
for the fiscal year ended December 31, 1996, is hereby incorporated
herein by reference
4.2 MedPartners, Inc. Stockholders' Rights Plan, filed as Exhibit (4)-1
to Registrant's Registration Statement on Form S-4 (Registration
No. 333-00774) is hereby incorporated by reference.
4.3 Amendment No. 1 to the Stockholders' Rights Plan of MedPartners,
Inc., filed as Exhibit (4)-2 to Registrant's Annual Report on Form
10-K for the fiscal year ended December 31, 1996, is hereby
incorporated herein by reference.
4.4 Amendment No. 2 to the Stockholders' Rights Plan of MedPartners,
Inc., filed as Exhibit (4)-2 to Registrant's Registration Statement
on Form S-3 (Registration No. 333-17339), is hereby incorporated
herein by reference.
4.5 Employment Agreement by and between Registrant and E. Mac Crawford
dated as of March 18, 1998, filed as Exhibit (10)-4 to Registrant's
Quarterly Report for the quarter ending March 31, 1998 on Form
10-Q, is hereby incorporated by reference.
4.6 First Amendment to Employment Agreement by and between Registrant
and E. Mac Crawford, filed as Exhibit 10.2 to Registrant's
Quarterly Report for the quarter ending September 30, 1998 on form
10-Q, is hereby incorporated by reference.
4.7 Nonqualified Stock Option Agreement by and between Registrant and
E. Mac Crawford, filed as Exhibit 10.3 to Registrant's Quarterly
Report for the quarter ending September 30, 1998 on form 10-Q, is
hereby incorporated by reference.
5.1 Opinion of King & Spalding regarding legality of shares being
registered.
23.1 Consent of Ernst & Young LLP
23.2 Consent of King & Spalding (included in Exhibit 5.1).
24.1 Power of Attorney (included on signature page).
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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;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of this 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 this
Registration Statement. Notwithstanding the foregoing,
any increase or decrease in volume of securities offered
(if the total dollar value of securities offered would
not exceed that which was registered) and any deviation
from the low or high end of the estimated maximum
offering may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in
the aggregate, the changes in volume and price represent
no more than a 20 percent change in the maximum
aggregate offering price set forth in the "Calculation
of Registration Fee" table in the effective Registration
Statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in this
Registration Statement or any material change to such
information in the Registration Statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do 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 this 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 this 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 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.
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SIGNATURES
Pursuant to the requirements of the Securities Act, 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 the 10th day of
September, 1998.
MEDPARTNERS, INC.
By: /s/ E. Mac Crawford
-----------------------------------------
E. Mac Crawford, President and Chief
Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints E. Mac Crawford and James H. Dickerson, Jr. and
each of them, as true and lawful attorneys-in-fact and agents, with full power
of substitution and re-substitution for such person and in his name, place and
stead, in any and all capacities, to sign any and all amendments to this
Registration Statement, and to file the same with all exhibits thereto and other
documents in connection therewith, with the Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite or necessary to be done in
and about the premises, as fully and to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, and any of them, or their substitutes, may
lawfully do or cause to be done by virtue hereof.
<PAGE> 7
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities and as of
the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Richard M. Scrushy Director, Chairman of the Board
- ---------------------------------- September 10, 1998
Richard M. Scrushy
/s/ E. Mac Crawford Director, President and Chief
- ---------------------------------- Executive Officer September 10, 1998
E. Mac Crawford
/s/ James H. Dickerson, Jr. Executive Vice President and
- ---------------------------------- Chief Financial Officer September 10, 1998
James H. Dickerson, Jr.
/s/ Howard McLure Senior Vice President and Chief
- ---------------------------------- Accounting Officer September 10, 1998
Howard McLure
/s/ Roger L. Headrick
- ----------------------------------
Roger L. Headrick Director September 10, 1998
/s/ Harry M. Jansen Kraemer, Jr.
- ----------------------------------
Harry M. Jansen Kraemer, Jr. Director September 10, 1998
/s/ Rosalio J. Lopez, M.D.
- ----------------------------------
Rosalio J. Lopez, M.D. Director September 10, 1998
/s/ Michael D. Martin
- ----------------------------------
Michael D. Martin Director September 10, 1998
/s/ Ted H. McCourtney
- ----------------------------------
Ted H. McCourtney Director September 10, 1998
/s/ Larry D. Striplin, Jr.
- ----------------------------------
Larry D. Striplin, Jr. Director September 10, 1998
/s/ Charles W. Newhall III
- ----------------------------------
Charles W. Newhall III Director September 10, 1998
/s/ John S. McDonald
- ----------------------------------
John S. McDonald Director September 10, 1998
/s/ C.A. Lance Piccolo
- ----------------------------------
C.A. Lance Piccolo Director September 10, 1998
/s/ Walter T. Mullikin, M.D.
- ----------------------------------
Walter T. Mullikin, M.D. Director September 10, 1998
</TABLE>
<PAGE> 8
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT DESCRIPTION PAGE
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<S> <C> <C>
4.1 MedPartners, Inc. Third Restated Certificate of Incorporation, filed as
Exhibit (3)-1 to the Company's Annual Report on Form 10-K
for the fiscal year ended December 31, 1996, is hereby
incorporated herein by reference
4.2 MedPartners, Inc. Stockholders' Rights Plan, filed as Exhibit (4)-1 to
Registrant's Registration Statement on Form S-4 (Registration No.
333-00774) is hereby incorporated by reference.
4.3 Amendment No. 1 to the Stockholders' Rights Plan of MedPartners, Inc.,
filed as Exhibit (4)-2 to Registrant's Annual Report on Form 10-K for the
fiscal year ended December 31, 1996, is hereby incorporated herein by
reference.
4.4 Amendment No. 2 to the Stockholders' Rights Plan of MedPartners, Inc.,
filed as Exhibit (4)-2 to Registrant's Registration Statement on Form S-3
(Registration No. 333-17339), is hereby incorporated herein by reference.
4.5 Employment Agreement by and between Registrant and E. Mac Crawford
dated as of March 18, 1998, filed as Exhibit (10)-4 to Registrant's
Quarterly Report for the quarter ending March 31, 1998 on Form 10-Q, is
hereby incorporated by reference.
4.6 First Amendment to Employment Agreement by and between Registrant and
E. Mac Crawford, filed as Exhibit 10.2 to Registrant's Quarterly Report
for the quarter ending September 30, 1998 on form 10-Q, is hereby
incorporated by reference.
4.7 Non Qualified Stock Option Agreement by and between Registrant and E. Mac
Crawford, filed as Exhibit 10.3 to Registrant's Quarterly Report for the
quarter ending September 30, 1998 on form 10-Q, is hereby incorporated by
reference.
5.1 Opinion of King & Spalding regarding legality of shares being registered.
23.1 Consent of Ernst & Young, LLP
23.2 Consent of King & Spalding (included in Exhibit 5.1).
24.1 Power of Attorney (included on signature page).
</TABLE>
<PAGE> 1
EXHIBIT 5.1
[King & Spalding Letterhead]
December 10, 1998
MedPartners, Inc.
3000 Galleria Tower
Suite 1000
Birmingham, Alabama 35244
Re: Registration Statement on Form S-8 for 3,250,000 shares of the
Common Stock $.001 par value, (together with Preference Share
Purchase Rights to Purchase 1/100th of a share of Series C
Junior Participating Preferred Stock, $.001 par value) issued
pursuant to that certain Nonqualified Stock Option Agreement
by and between the Company and E. Mac Crawford
Ladies and Gentlemen:
We have acted as counsel for MedPartners, Inc. (the "Company") in
connection with the preparation of a Registration Statement on Form S-8 (the
"Registration Statement"), filed with the Securities and Exchange Commission
under the Securities Act of 1933, as amended, relating to the registration of
3,250,000 shares of the Company's common stock, $.001 par value (including
Preference Share Purchase Rights to Purchase 1/100th of a Share of Series C
Junior Participating Preferred Stock, $.001 par value) (the "Common Stock"), to
be issued by the Company from time to time pursuant to that certain Nonqualified
Stock Option Agreement by and between the Company and E. Mac Crawford dated
August 6, 1998 (the "Agreement")
In our capacity as such counsel, we have reviewed (i) the Registration
Statement and (ii) the Agreement and we have considered such matters of law and
examined the originals or copies, certified or otherwise identified to our
satisfaction, of such documents and corporate and other records and have
obtained such certificates, letters, representations and information from the
officers and employees of the Company and from others as we have deemed
necessary or appropriate to enable us to render the opinions expressed herein.
Based upon and in reliance upon the foregoing, and subject to the
qualifications and assumptions set forth below, it is our opinion that upon
exercise of the options granted pursuant to the Agreement in accordance with the
Agreement, the shares of Common Stock to be issued thereby, when issued in
accordance with the Agreement will be duly authorized, validly issued, fully
paid and non-assessable.
Our opinion is limited by and subject to the following:
(a) In rendering our opinion we have assumed that, at the time of each
issuance and sale of the Common Stock, the Company will be a corporation validly
existing and in good standing under the laws of the State of Delaware.
(b) In our examination of all documents, certificates and records, we
have assumed without investigation the authenticity and completeness of all
documents submitted to us as originals, the conformity to the originals of all
documents submitted to us as copies and the authenticity and completeness of the
originals of all documents submitted to us as copies. We have also assumed the
genuineness of all signatures, the legal capacity of natural persons, the
authority of all persons executing documents on behalf of the parties thereto
other than the Company, and the due authorization, execution and delivery of all
documents by the parties thereto other than the Company. As to matters of fact
material to this opinion, we have relied upon statements and representations of
representatives of the Company and of public officials and have assumed the same
to have been properly given and to be accurate.
(c) Our opinion is based solely on and limited to the federal laws of
the United States of America and the General Corporation Law of the State of
Delaware. We express no opinion as to the laws of any other jurisdiction.
<PAGE> 2
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
King & Spalding
<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. Grant of
Options to Purchase 3,250,000 Shares of the Common Stock of MedPartners, Inc. to
E. Mac Crawford of our reports dated March 13, 1998, with respect to the
consolidated financial statements of MedPartners, Inc., included in its Annual
Report on Form 10-K for the year ended December 31, 1997, filed with the
Securities and Exchange Commission.
ERNST & YOUNG LLP
Birmingham, Alabama
December 10, 1998
