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As filed with the Securities and Exchange Commission on September 11, 1997
REGISTRATION STATEMENT 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
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MONARCH DENTAL CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 51-0363560
(STATE OF INCORPORATION) (I.R.S. EMPLOYER
IDENTIFICATION NO.)
4201 SPRING VALLEY ROAD, SUITE 320
DALLAS, TEXAS 75244
(972) 702-7446
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
MONARCH DENTAL CORPORATION 1996 STOCK OPTION AND INCENTIVE PLAN
MONARCH DENTAL CORPORATION 1997 EMPLOYEE STOCK PURCHASE PLAN
(FULL TITLE OF THE PLANS)
------------------------
GARY W. CAGE
CHIEF EXECUTIVE OFFICER
MONARCH DENTAL CORPORATION
4201 SPRING VALLEY ROAD, SUITE 320
DALLAS, TEXAS 75244
(972) 702-7446
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
------------------------
With copy to:
JOHN R. LECLAIRE, P.C.
GOODWIN, PROCTER & HOAR LLP
EXCHANGE PLACE
BOSTON, MASSACHUSETTS 02109-2881
(617) 570-1000
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
====================================================================================================================================
Title of Securities Being Amounts to be Proposed Maximum Proposed Maximum Amount of
Registered Registered (1) Offering Price Per Share Aggregate Offering Price Registration Fee
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value 1,281,042 shares (2) $ 20.9375 (3) $ 26,821,817 $ 8,128
$.01 per share
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</TABLE>
(1) This Registration Statement also relates to such indeterminate number of
additional shares of Monarch Dental Corporation Common Stock as may be
required pursuant to the Monarch Dental Corporation 1996 Stock Option and
Incentive Plan, as amended (the "1996 Plan") and Monarch Dental Corporation
1997 Employee Stock Purchase Plan (the "Purchase Plan") in the event of a
stock dividend, reverse stock split, split-up, recapitalization, forfeiture
of stock under these plans or other similar event.
(2) Includes 1,031,042 shares and 250,000 shares to be offered pursuant to the
1996 Plan and the Purchase Plan, respectively.
(3) This estimate is made pursuant to Rule 457(c) and (h) under the Securities
Act of 1933 solely for the purposes of determining the amount of the
registration fee. The registration fee is based upon the average of the
high and low prices for the Registrant's Common Stock, par value $.01 per
share, as reported on the Nasdaq National Market on September 4, 1997.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.*
Item 2. Registrant Information and Employee Plan Annual Information.*
* Information required by Part I to be contained in the Section 10(a)
Prospectuses is omitted from this Registration Statement in accordance with
Rule 428 under the Securities Act of 1933 (the "Securities Act") and the
Introductory Note to Part I of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference.
Monarch Dental Corporation (the "Registrant") hereby incorporates by
reference the following documents which have previously been filed with the
Securities and Exchange Commission:
(a) the Registrant's Prospectus dated July 17, 1997 as filed with the
Securities and Exchange Commission on July 18, 1997 pursuant to
Rule 424(b) under the Securities Act (the "Prospectus");
(b) all other reports filed with the Securities and Exchange
Commission by the Registrant pursuant to Section 13(a) or 15(d)
of the Securities Exchange Act of 1934, as amended (the "Exchange
Act") since July 17, 1997; and
(c) the description of the Registrant's Common Stock contained in the
Registration Statement on Form 8-A, dated July 14, 1997, as filed
with the Securities and Exchange Commission on July 14, 1997
pursuant to Section 12(g) of the Exchange Act.
In addition, all documents subsequently filed with the Securities and
Exchange Commission by the Registrant 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 that 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. Any statement contained in a
document incorporated by reference herein shall be deemed to be modified or
superseded for purposes hereof to the extent that a statement contained herein
or in any subsequently filed document which also is incorporated by reference
herein modifies or supersedes such statement. Any statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Registration Statement.
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.
In accordance with Section 145 of the General Corporation Law of the
State of Delaware, Article VII of the Registrant's Restated Certificate of
Incorporation (the "Certificate") provides that no director of the Registrant
shall be personally liable to the Registrant 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 Registrant 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 Delaware General
Corporation Law is amended to authorize the further elimination or limitation
of the personal liability of directors, then the liability of a director of the
Registrant shall be eliminated or limited to the fullest extent permitted by
the Delaware General Corporation Law, as so amended.
Article V of the Registrant's Amended and Restated By-laws (the
"By-laws") provides for indemnification by the Registrant of its directors,
officers and certain non-officer employees (including officers and certain
non-officer employees of subsidiaries) under certain circumstances against
expenses (including attorneys fees, judgments, fines 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, an
officer or an employee of the Registrant 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 Registrant, and with respect to criminal actions or
proceedings, that such person had no reasonable cause to believe his or her
conduct was unlawful.
The Registrant has entered into indemnification agreements with each of
its directors reflecting the foregoing provisions of its By-laws and requiring
the advancement of expenses in proceedings, if such person had no reasonable
cause to believe his or her conduct was unlawful.
Under Section 7 of the Underwriting Agreement filed as Exhibit 1.1 to
the Prospectus, the Underwriters have agreed to indemnify, under certain
conditions, the Registrant, its directors, certain officers and persons who
control the Registrant within the meaning of the Securities Act against certain
liabilities.
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
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
24.1 Powers of Attorney (included on signature pages to this
Registration Statement)
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99.1 Monarch Dental Corporation 1996 Stock Option and Incentive
Plan, as amended (incorporated herein by reference to Exhibit
10.1 to Amendment No. 2 to the Registrant's Registration
Statement on Form S-1 (File No. 333-24409), as filed with the
Commission on June 23, 1997)
99.2 Monarch Dental Corporation 1997 Employee Stock Purchase Plan
(incorporated herein by reference to Exhibit 10.2 to Amendment
No. 1 to the Registrant's Registration Statement on Form S-1
(File No. 333- 24409), as filed with the Commission on May 20,
1997)
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
acts 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. 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
offering range 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; 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)
herein do not apply if the information required to be included
in a post-effective amendment by those paragraphs is contained
in periodic reports filed by the undersigned registrant
pursuant to Section 13 or Section 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; and
(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.
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(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.
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SIGNATURES
Pursuant to the requirements of the Securities Act, Monarch Dental
Corporation 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 Dallas, Texas on this 11th day of September, 1997.
MONARCH DENTAL CORPORATION
By: /S/ GARY W. CAGE
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Gary W. Cage
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that each individual whose signature
appears below constitutes and appoints each of Dr. Warren F. Melamed and Gary
W. Cage such person's true and lawful attorney-in-fact and agent with full
power of substitution and resubstitution, for such person and in such person's
name, place and stead, in any and all capacities, to sign any and all
amendments (including post-effective amendments) to this Registration
Statement, and to file the same, with all exhibits thereto, and all documents
in connection therewith, with the Securities and Exchange Commission, granting
unto each said attorney-in-fact and agent full power and authority to do and
perform each and every act and thing requisite and necessary to be done in and
about the premises, as fully to all intents and purposes as such person might
or could do in person, hereby ratifying and confirming all that any said
attorney-in-fact and agent, or any substitute or substitutes of any of them,
may lawfully 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 by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
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<S> <C> <C>
/S/ WARREN F. MELAMED, D.D.S. Chairman of the Board, President, Chief September 11, 1997
- ----------------------------------- Dental Officer and Director
Warren F. Melamed, D.D.S.
/S/ GARY W. CAGE Chief Executive Officer and Director September 11, 1997
- -----------------------------------
Gary W. Cage
/S/ STEVEN G. PETERSON Chief Financial Officer (Principal Financial September 11, 1997
- ----------------------------------- Officer and Principal Accounting Officer)
Steven G. Peterson
/S/ CHARLES G. SHEARS, D.D.S. Executive Vice President and Director September 11, 1997
- -----------------------------------
Charles G. Shears, D.D.S.
/S/ GLENN E. HEMMERLE Director September 11, 1997
- -----------------------------------
Glenn E. Hemmerle
/S/ ROGER B. KAFKER Director September 11, 1997
- -----------------------------------
Roger B. Kafker
</TABLE>
S-1
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No. Description
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<S> <C>
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
24.1 Powers of Attorney (included on signature pages to this
Registration Statement)
99.1 Monarch Dental Corporation 1996 Stock Option and Incentive Plan, as
amended (incorporated herein by reference to Exhibit 10.1 to
Amendment No. 2 to the Registrant's Registration Statement on Form
S-1 (File No. 333-24409), as filed with the Commission on June 23,
1997)
99.2 Monarch Dental Corporation 1997 Employee Stock Purchase Plan
(incorporated herein by reference to Exhibit 10.2 to Amendment No.
1 to the Registrant's Registration Statement on Form S-1 (File No.
333-24409), as filed with the Commission on May 20, 1997)
</TABLE>
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EXHIBIT 5.1
September 11, 1997
Monarch Dental Corporation
4201 Spring Valley Road
Suite 320
Dallas, Texas 75244
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
This opinion is delivered in our capacity as counsel to Monarch Dental
Corporation (the "Company") in connection with the preparation and filing with
the Securities and Exchange Commission under the Securities Act of 1933 of a
Registration Statement on Form S-8 (the "Registration Statement") relating to
1,281,042 shares of Common Stock, par value $.01 per share (the "Registered
Shares"). Of the Registered Shares, the Company is authorized to issue 250,000
shares pursuant to the Monarch Dental Corporation 1997 Employee Stock Purchase
Plan ("ESPP") and 1,031,042 shares pursuant to the Monarch Dental Corporation
1996 Stock Option and Incentives Plan, as amended (the "1996 Plan," and
together with the ESPP, the "Plans").
As counsel for the Company, we have examined a copy of each of the
Plans and the Company's Restated Certificate of Incorporation and Amended and
Restated By-laws, each as presently in effect, and such records, certificates
and other documents of the Company as we have deemed necessary or appropriate
for the purposes of this opinion.
Based on the foregoing, we are of the opinion that, when the
Registered Shares are sold and paid for pursuant to the terms of the respective
Plans, the Registered Shares will be duly authorized, legally issued, fully
paid and non-assessable by the Company under the General Corporation Law of
the State of Delaware.
We hereby consent to being named as counsel to the Company in the
Registration Statement and to the inclusion of this opinion as an exhibit to
the Registration Statement.
Very truly yours,
/S/ GOODWIN, PROCTER & HOAR LLP
GOODWIN, PROCTER & HOAR LLP
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EXHIBIT 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we consent to the incorporation by
reference in this Registration Statement on Form S-8 of Monarch Dental
Corporation (the "Company") of our reports on the Company; MacGregor Dental
Centers, Inc. and Shears Management, Inc.; Advance Dental Management, Midwest
Dental Care -- Mondovi, S.C. and Midwest Dental Care -- Sheboygan, S.C.; United
Dental Care Tom Harris D.D.S. and Associates and William T. Harris ("Tom") and
Associates and Dental Centers of Indiana, Inc., Drs. Johnson, Terry &
Associates and DCI-Lee, Inc., appearing in the Company's Prospectus dated July
17, 1997 as filed with the Securities and Exchange Commission on July 18, 1997,
and to all references to our firm included in this registration statement.
/s/ ARTHUR ANDERSEN LLP
Dallas, Texas
September 11, 1997
