<PAGE>
As filed with the Securities and Exchange Commission on March 16, 1999
Registration No. 333-_________
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_____________________________________
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
_____________________________________
UNITED PAYORS & UNITED PROVIDERS, INC.
(Exact Name of Registrant as Specified in its Certificate of Incorporation)
<TABLE>
<CAPTION>
DELAWARE 6411 51-0374698
<S> <C> <C>
(State or Other Jurisdiction (Primary Standard Industrial Classification Code Number) (I.R.S.Employer Identification Number)
of Incorporation or Organization)
</TABLE>
2275 RESEARCH BOULEVARD, SIXTH FLOOR
ROCKVILLE, MARYLAND 20850
(301) 548-1000
(Address, including Zip Code, and Telephone Number,
including Area Code, of Registrant's Principle Executive Offices)
OPTION AGREEMENT FOR CONSULTANTS TO UNITED PAYORS & UNITED PROVIDERS, INC.
AND ITS PREDECESSOR
(Full title of the plan)
S. JOSEPH BRUNO
VICE PRESIDENT AND CHIEF FINANCIAL OFFICER
UNITED PAYORS & UNITED PROVIDERS, INC.
2275 RESEARCH BOULEVARD, SIXTH FLOOR
ROCKVILLE, MARYLAND 20850
(301) 548-1000
(Name, Address, including Zip Code, and Telephone Number,
including Area Code, of Agent for Service)
__________________________________________
COPIES TO:
THOMAS J. HAGGERTY, ESQ.
MULDOON, MURPHY & FAUCETTE LLP
5101 WISCONSIN AVENUE, N.W.
WASHINGTON, D.C. 20016
(202) 362-0840
__________________________________________
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. / X /
----
<TABLE>
<CAPTION>
=======================================================================================================
Title of each Class of Amount to be Proposed Purchase Estimated Registration
Securities to be Registered Registered(1) Price Per Share(2) Aggregate Fee
Offering Price
- -------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock 273,000
$.01 par Value Shares (3) $8.333 $2,274,090 $633.00
=======================================================================================================
</TABLE>
(1) Together with an indeterminate number of additional shares which may be
necessary to adjust the number of shares reserved for issuance pursuant to
the Option Agreement for Consultants to United Payors & United Providers,
Inc. and its predecessor (the "Plan") as the result of a stock split, stock
dividend or similar adjustment of the outstanding Common Stock of United
Payors & United Providers, Inc. pursuant to 17 C.F.R. (S)230.416(a).
(2) Weighted average price determined by the average exercise price of $8.333
per share at which options for 273,000 shares under the Plan have been
granted to date.
(3) Represents the total number of shares currently reserved or available for
issuance pursuant to the Plan.
THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE IMMEDIATELY UPON FILING IN
ACCORDANCE WITH SECTION 8(A) OF THE SECURITIES ACT OF 1933, AS AMENDED, (THE
"SECURITIES ACT") AND 17 C.F.R. (S)230.462.
<PAGE>
UNITED PAYORS & UNITED PROVIDERS, INC.
PART I INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
ITEMS 1 & 2. The documents containing the information for the Option Plan for
Consultants to United Payors & United Providers, Inc. and its predecessor (the
"Plan") required by Part I of the Registration Statement will be sent or given
to the participants in the Plan as specified by Rule 428(b)(1). Such documents
are not filed with the Securities and Exchange Commission (the "SEC") either as
a part of this Registration Statement or as a prospectus or prospectus
supplement pursuant to Rule 424 in reliance on Rule 428.
PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed or to be filed with the SEC are incorporated
by reference in this Registration Statement:
(a) United Payors & United Providers, Inc.'s (the "Company" or the
"Registrant") Annual Report on Form 10-K for the fiscal year ended December 31,
1998, which includes the consolidated balance sheets of the Company as of
December 31, 1998 and 1997, and the related consolidated statements of
operations, stockholders' equity and cash flows for each of the three years in
the period ended December 31, 1998, together with the related notes and the
report of PricewaterhouseCoopers LLP, independent accountants, filed with the
SEC on March 15, 1999 (File No. 0-20905);
(b) The Registrant's Current Report on Form 8-K filed on January 4, 1999;
(c) The description of Registrant's Common Stock contained in Registrant's
Registration Statement on Form 8-A (File No. 0-20905), as filed with the SEC,
pursuant to Section 12(g) of the Securities Exchange Act of 1934 (the "Exchange
Act") and Rule 12b-15 promulgated thereunder, on June 20, 1996; and
(d) All documents filed by the Registrant pursuant to Section 13(a) and
(c), 14 or 15(d) of the Exchange Act after the date hereof and prior to the
filing of a post-effective amendment which deregisters all securities then
remaining unsold.
II-2
<PAGE>
Any statement contained in this Registration Statement, or in a document
incorporated or deemed to be incorporated by reference herein, shall be deemed
to be modified or superseded for purposes of this Registration Statement to the
extent that a statement contained herein, or in any other subsequently filed
document which also is incorporated or deemed to be incorporated by reference
herein, modifies or supersedes such statement. Any such 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
The common stock to be offered pursuant to the Plan has been registered
pursuant to Section 12 of the Exchange Act. Accordingly, a description of the
common stock is not required herein.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
The opinion concerning the legality of the common stock offered hereby is
being rendered for the Company by Muldoon, Murphy & Faucette LLP, Washington,
D.C. Douglas P. Faucette, a Partner in such firm, is the beneficial owner of
94,500 shares of common stock.
The consolidated balance sheets of the Company and subsidiaries as of
December 31, 1998 and 1997, and the related consolidated statements of
operations, stockholders' equity and cash flows for each of the three years in
the period ended December 31, 1998, together with the related notes and the
report of PricewaterhouseCoopers LLP, independent accountants, incorporated by
reference in this Registration Statement, have been incorporated herein in
reliance upon the authority of said firm as experts in accounting and auditing.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
In accordance with Section 145 of the Delaware General Corporation Law,
Articles 10 and 11 of the Registrant's Certificate of Incorporation provide, as
follows, the Corporation shall, to the fullest extent permitted by Delaware law,
as amended from time to time, indemnify its directors and officers:
TENTH:
A. Each person who was or is made a party or is threatened to be made a
party to or is otherwise involved in any action, suit or proceeding, whether
civil, criminal, administrative or investigative (hereinafter a "proceeding"),
by reason of the fact that he or she is or was a Director or an Officer of the
Corporation or is or was serving at the request of the Corporation as a
Director, Officer, employee or agent of another corporation or of a partnership,
joint venture, trust or other enterprise, including service with respect to an
employee benefit plan
II-3
<PAGE>
(hereinafter an "indemnitee"), whether the basis of such proceeding is alleged
action in an official capacity as a Director, Officer, employee or agent or in
any other capacity while serving as a Director, Officer, employee or agent,
shall be indemnified and held harmless by the Corporation to the fullest extent
authorized by the Delaware General Corporation Law, as the same exists or may
hereafter be amended (but, in the case of any such amendment, only to the extent
that such amendment permits the Corporation to provide broader indemnification
rights than such law permitted the Corporation to provide prior to such
amendment), against all expense, liability and loss (including attorneys' fees,
judgments, fines, ERISA excise taxes or penalties and amounts paid in
settlement) reasonably incurred or suffered by such indemnitee in connection
therewith; provided, however, that, except as provided in Section C hereof with
respect to proceedings to enforce rights to indemnification, the Corporation
shall indemnify any such indemnitee in connection with a proceeding (or part
thereof) initiated by such indemnitee only if such proceeding (or part thereof)
was authorized by the Board of Directors of the Corporation.
B. The right to indemnification conferred in Section A of this Article
TENTH shall include the right to be paid by the Corporation the expenses
incurred in defending any such proceeding in advance of its final disposition
(hereinafter an "advancement of expenses"); provided, however, that, if the
Delaware General Corporation Law requires, an advancement of expenses incurred
by an indemnitee in his or her capacity as a Director or Officer (and not in any
other capacity in which service was or is rendered by such indemnitee,
including, without limitation, services to an employee benefit plan) shall be
made only upon delivery to the Corporation of an undertaking (hereinafter an
"undertaking"), by or on behalf of such indemnitee, to repay all amounts so
advanced if it shall ultimately be determined by final judicial decision from
which there is no further right to appeal (hereinafter a "final adjudication")
that such indemnitee is not entitled to be indemnified for such expenses under
this Section or otherwise. The rights to indemnification and to the advancement
of expenses conferred in Sections A and B of this Article TENTH shall be
contract rights and such rights shall continue as to an indemnitee who has
ceased to be a Director, Officer, employee or agent and shall inure to the
benefit of the indemnitee's heirs, executors and administrators.
C. If a claim under Section A or B of this Article TENTH is not paid in
full by the Corporation within sixty days after a written claim has been
received by the Corporation, except in the case of a claim for an advancement of
expenses, in which case the applicable period shall be twenty days, the
indemnitee may at any time thereafter bring suit against the Corporation to
recover the unpaid amount of the claim. If successful in whole or in part in
any such suit, or in a suit brought by the Corporation to recover an advancement
of expenses pursuant to the terms of an undertaking, the indemnitee shall be
entitled to be paid also the expenses of prosecuting or defending such suit. In
(1) any suit brought by the indemnitee to enforce a right to indemnification
hereunder (but not in a suit brought by the indemnitee to enforce a right to an
advancement of expenses) it shall be a defense that, and (2) in any suit by the
Corporation to recover an advancement of expenses pursuant to the terms of an
undertaking, the Corporation shall be entitled to recover such expenses upon a
final adjudication that: the indemnitee has not met any applicable standard
for indemnification set forth in the Delaware General Corporation Law. Neither
the failure of the Corporation (including its Board of Directors, independent
legal counsel, or its stockholders) to have made a determination prior to the
commencement of such suit that indemnification of the indemnitee is proper in
the circumstances because the indemnitee has met the applicable standard of
conduct set forth in the Delaware General Corporation Law, nor an actual
determination by the Corporation (including its Board of Directors, independent
legal counsel, or its stockholders) that the indemnitee has not met such
applicable standard of conduct, shall create a presumption that the indemnitee
has not met the applicable standard of conduct or, in the case of such a suit
brought by the indemnitee, be a defense to such suit. In any suit brought by
the indemnitee to enforce a right to indemnification or to an advancement of
expenses hereunder, or by the Corporation to recover an advancement of expenses
pursuant to the terms of an undertaking, the burden of proving that the
indemnitee is not entitled to be indemnified, or to such advancement of
expenses, under this Article TENTH or otherwise shall be on the Corporation.
D. The rights to indemnification and to the advancement of expenses
conferred in this Article TENTH shall not be exclusive of any other right which
any person may have or hereafter acquire under any statute, the Corporation's
Certificate of Incorporation, Bylaws, agreement, vote of stockholders or
Disinterested Directors or otherwise.
II-4
<PAGE>
E. The Corporation may maintain insurance, at its expense, to protect
itself and any Director, Officer, employee or agent of the Corporation or
subsidiary or Affiliate or another corporation, partnership, joint venture,
trust or other enterprise against any expense, liability or loss, whether or not
the Corporation would have the power to indemnify such person against such
expense, liability or loss under the Delaware General Corporation Law.
F. The Corporation may, to the extent authorized from time to time by the
Board of Directors, grant rights to indemnification and to the advancement of
expenses to any employee or agent of the Corporation to the fullest extent of
the provisions of this Article TENTH with respect to the indemnification and
advancement of expenses of Directors and Officers of the Corporation.
ELEVENTH:
A Director of this Corporation shall not be personally liable to the
Corporation or its stockholders for monetary damages for breach of fiduciary
duty as a Director, except for liability (1) for any breach of the Director's
duty of loyalty to the Corporation or its stockholders; (2) for acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law; (3) under Section 174 of the Delaware General Corporation Law;
or (4) for any transaction from which the Director derived an improper personal
benefit. If the Delaware General Corporation Law is amended to authorize
corporate action further eliminating or limiting the personal liability of
Directors, then the liability of a Director of the Corporation shall be
eliminated or limited to the fullest extent permitted by the Delaware General
Corporation Law, as so amended.
Any repeal or modification of the foregoing paragraph by the stockholders
of the Corporation shall not adversely affect any right or protection of a
Director of the Corporation existing at the time of such repeal or modification.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. LIST OF EXHIBITS.
The following exhibits are filed with or incorporated by reference
into this Registration Statement on Form S-8 (numbering corresponds generally to
Exhibit Table in Item 601 of Regulation S-K):
4.1 Form of Stock Certificate of United Payors & United Providers,
Inc./1/
5.1 Opinion of Muldoon, Murphy & Faucette LLP re: Legality (filed
herewith).
23.1 Consent of PricewaterhouseCoopers LLP (filed herewith).
24 Power of Attorney is located on the signature pages.
__________________________
/1/ Incorporated herein by reference from the Exhibit of the same number
contained in the Registration Statement on Form S-1 (SEC No. 33-3814), as
amended, filed with the SEC on April 19, 1996.
II-5
<PAGE>
ITEM 9. UNDERTAKINGS
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which it offers or sells
securities, a post-effective amendment to this Registration
Statement to:
(i) Include any Prospectus required by Section 10(a)(3) of the
Securities Act;
(ii) 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 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 maximum 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) 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) 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 registrant pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference into this
Registration Statement.
(2) That, for the purpose of determining 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 the 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 registered that remain unsold at the
termination of the Offering.
(b) The undersigned hereby undertakes that, for purposes of determining
any liability under the Securities Act, each filing of the
Registrant's or the Plan's annual report pursuant to Section 13(a) or
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.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to trustees, 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 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 trustee, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
trustee, 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 Act and will be governed by the final adjudication of
such issue.
II-6
<PAGE>
CONFORMED
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
United Payors & United Providers, Inc. 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 Rockville, State of
Maryland, on March 16, 1999.
UNITED PAYORS & UNITED PROVIDERS, INC.
By: /s/ Thomas L. Blair
----------------------------------
Thomas L. Blair
Chairman and Chief Executive Officer
POWER OF ATTORNEY
The undersigned directors and officers of United Payors & United Providers,
Inc. do hereby constitute and appoint Thomas L. Blair, Edward S. Civera and S.
Joseph Bruno, and each of them, with full power of substitution, our true and
lawful attorneys-in-fact and agents to do any and all acts and things in our
name and behalf in our capacities as directors and officers, and to execute any
and all instruments for us and in our names in the capacities indicated below
which such person may deem necessary or advisable to enable United Payors &
United Providers, Inc. to comply with the Securities Act of 1933, as amended
(the "Securities Act"), and any rules, regulations and requirements of the
Securities and Exchange Commission, in connection with this Registration
Statement, including specifically, but not limited to, power and authority to
sign for us, or any of us, in the capacities indicated below and any and all
amendments (including pre-effective and post-effective amendments or any other
registration statement filed pursuant to the provisions of Rule 462(b) under the
Securities Act) hereto; and we do hereby ratify and confirm all that such person
or persons shall do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed below by the following persons on March 16, 1999 in
the capacities indicated:
<TABLE>
<S> <C>
By: /s/ Thomas L. Blair
------------------------------ Chairman, Chief Executive Officer and Director
Thomas L. Blair
By: /s/ Edward S. Civera
------------------------------ President, Chief Operating Officer and Director
Edward S. Civera
By: /s/ S. Joseph Bruno
------------------------------ Vice President and Chief Financial Officer
S. Joseph Bruno
By: /s/ Eduardo V. Feito
------------------------------ Controller and Chief Accounting Officer
Eduardo V. Feito
</TABLE>
II-7
<PAGE>
<TABLE>
<S> <C>
By: /s/ Bette B. Anderson
------------------------------ Director
Bette B. Anderson
By:
------------------------------ Director
William E. Brock
By:
------------------------------ Director
David J. Drury
By: /s/ Michael H. Gersie
------------------------------ Director
Michael H. Gersie
By: /s/ Frederick H. Graefe
------------------------------ Director
Frederick H. Graefe
By:
------------------------------ Director
Thomas J. Graf
By: /s/ Kenneth J. Linde
------------------------------ Director
Kenneth J. Linde
</TABLE>
II-8
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
- ------- ---------------------------------------------------------------------------
<S> <C>
4.1 Specimen Stock Certificate of United Payors & United Providers, Inc. (1).
5.1 Opinion of Muldoon, Murphy & Faucette LLP re: Legality (filed herewith).
23.1 Consent of Independent Accountants (filed herewith).
24.0 Power of Attorney, contained on the signature page.
</TABLE>
____________________________
(1) Incorporated herein by reference into this document from the Exhibits to
the Form S-1 Registration Statement, as amended, Registration No. 333-3814,
initially filed on April 19, 1996.
II-9
<PAGE>
EXHIBIT 5.1
March 16, 1999
Board of Directors
United Payors & United Providers, Inc.
2275 Research Boulevard, Inc.
Sixth Floor
Rockville, MD 20850
Re: Option Agreement for Consultants to United Payors & United Providers,
Inc. and its predecessor (the "Plan")
Ladies and Gentlemen:
We have been requested by United Payors & United Providers, Inc. (the
"Company") to issue a legal opinion in connection with the registration of
273,000 shares of the Company's Common Stock, $.01 par value (the "Shares") to
be issued under the Plan under the Securities Act of 1933 on Form S-8.
We have made such legal and factual examinations and inquiries as we deemed
advisable for the purpose of rendering this opinion. In our examination, we
have assumed and have not verified (i) the genuineness of all signatures,
(ii) the authenticity of all documents submitted to us as originals, (iii) the
conformity with the originals of all documents supplied to us as copies, and
(iv) the accuracy and completeness of all corporate records and documents and of
all certificates and statements of fact, in each case given or made available to
us by the Company.
Based on the foregoing and limited in all respects to Delaware law, it is
our opinion that the Shares reserved under the Plan have been duly authorized
and, upon payment for and issuance of the Shares in the manner described in the
Plan, will be legally issued, fully paid and nonassessable.
The following provisions of the Certificate of Incorporation may not be
given effect by a court applying Delaware law, but in our opinion the failure to
give effect to such provisions will not affect the duly authorized, validly
issued, fully paid and nonassessable status of the Shares:
<PAGE>
Board of Directors
March 16, 1999
Page 2
(a) The provision of Subsection C.7 of Article EIGHTH authorizing the Board
to determine the Fair Market Value of property offered or paid for the Company's
stock by an Interested Stockholder, to the extent, if any, that a court applying
Delaware law were to impose equitable limitations upon such authority; and
(b) Article NINTH of the Certificate of Incorporation, which authorizes the
Board to consider the effect of any offer to acquire the Company on
constituencies other than stockholders in evaluating any such offer.
We hereby consent to the filing of this opinion as an exhibit to the
Company's Registration Statement on Form S-8, and we consent to the use of our
name under the heading "Interests of Named Experts and Counsel."
Very truly yours,
/s/ Muldoon, Murphy & Faucette LLP
MULDOON, MURPHY & FAUCETTE LLP
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the registration statement
of United Payors & United Providers, Inc. on Form S-8 (File No. 333- ) of our
report, dated February 12, 1999, except for Note 12, as to which the date is
February 25, 1999, on our audits of the consolidated financial statements of
United Payors & United Providers, Inc. as of December 31, 1998 and 1997 and for
the years ended December 31, 1998, 1997, and 1996, which report is included
in the United Payors & United Providers, Inc. Annual Report on Form 10-K. We
also consent to the references to our firm under the caption "Interest of Named
Experts and Counsel."
/s/ PricewaterhouseCoopers LLP
-------------------------------------
PRICEWATERHOUSECOOPERS LLP
Washington, D.C.
March 12, 1999
