<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 5, 1997
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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ADVANCE PARADIGM, INC.
(Exact name of Registrant as specified in its charter)
DELAWARE 75-2493381
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
545 EAST JOHN CARPENTER FREEWAY
SUITE 1570
IRVING, TEXAS 75062
(Address of Principal (Zip Code)
Executive Offices)
ADVANCE PARADIGM, INC.
INCENTIVE STOCK OPTION PLAN
AMENDED AND RESTATED INCENTIVE STOCK OPTION PLAN
1997 NONSTATUTORY STOCK OPTION PLAN
(Full titles of the plans)
DAVID D. HALBERT
CHAIRMAN OF THE BOARD, PRESIDENT AND CHIEF EXECUTIVE OFFICER
545 EAST JOHN CARPENTER FREEWAY
SUITE 1570
IRVING, TEXAS 75062
(Name and address of agent for service)
(972) 830-6199
(Telephone number, including area code, of agent for service)
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
===============================================================================================================
PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TITLE OF SECURITIES AMOUNT TO BE OFFERING PRICE AGGREGATE OFFERING REGISTRATION
TO BE REGISTERED REGISTERED (1) PER SHARE (2) PRICE (2) FEE
- ---------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $0.01 par value
("Common Stock")............. 2,337,750 $ 10.77 $ 25,177,568 $ 7,630
===============================================================================================================
</TABLE>
(1) This Registration Statement also covers any additional shares that may
hereafter become purchasable as a result of the adjustment provisions of
the Plans.
(2) Estimated solely for the purpose of computing the registration fee
pursuant to Rule 457(c) and (h). The calculation of the proposed maximum
offering price is based upon the aggregate exercise price for shares of
Common Stock issuable upon the exercise of options already granted and is
based upon the average of the high and low sales prices of the Common
Stock of Advance Paradigm, Inc. on September 4, 1997, as reported by the
Nasdaq National Market.
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===============================================================================
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PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
The documents constituting Part I of this Registration Statement will be
sent or given to directors, officers, consultants, advisors and employees of
Advance Paradigm, Inc. (the "Company") as specified by Rule 428(b)(1)
promulgated under the Securities Act of 1933, as amended (the "Securities
Act").
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed by the Company with the Securities and
Exchange Commission (the "Commission") are incorporated by reference in this
Registration Statement:
(1) The Company's Annual Report on Form 10-K for the fiscal year ended
March 31, 1997, which contains audited financial statements for the fiscal
year ended March 31, 1997.
(2) The Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1997.
(3) The Company's Definitive Proxy Statement pursuant to Schedule 14A
filed with the Commission on July 29, 1997.
(4) The description of the Company's Common Stock contained in the
Company's registration statement on Form S-1 (No. 333-06931) filed with
the Commission on June 26, 1996, as amended by Amendment No. 1 thereto
filed with the Commission on July 10, 1996, Amendment No. 2 thereto filed
with the Commission on September 11, 1996, Amendment No. 3 thereto filed
with the Commission on September 30, 1996, and Amendment No. 4 thereto
filed with the Commission on October 8, 1996, the Company's registration
statement filed pursuant to Rule 462(b) and the final prospectus, dated
October 8, 1996, filed with the Commission pursuant to Rule 424(b)(4)
under the Securities Act.
(5) The Company's Amended and Restated Incentive Stock Option Plan.
(6) The Company's Incentive Stock Option Plan.
(7) The Company's 1997 Nonstatutory Stock Option Plan.
In addition, all documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), prior to the filing of a post-effective amendment
to this Registration Statement which indicates that all securities offered
hereby 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 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
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.
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ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The validity of the issuance of the shares of Common Stock offered by this
Registration Statement will be passed upon for the Company by Akin, Gump,
Strauss, Hauer & Feld, L.L.P.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Company, a Delaware corporation, is empowered by Section 145 of the
Delaware General Corporation Law (the "Delaware Act"), subject to the
procedures and limitations stated therein, to indemnify certain parties.
Section 145 of the Delaware Act provides in part that a corporation shall have
the power to indemnify any person who was or is a party or is threatened to be
made a party to any threatened, pending or completed action, suit or proceeding
(other than an action by or in the right of the corporation) by reason of the
fact that such person is or was a director, officer, employee or agent 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 other
enterprise, against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by him in
connection with such action, suit or proceeding if he acted in good faith and
in a manner he reasonably believed to be in or not opposed to the best
interests of the corporation, and with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was unlawful.
Similar indemnity is authorized for such persons against expenses (including
attorneys' fees) actually and reasonably incurred in defense or settlement of
any threatened, pending or completed action or suit by or in the right of the
corporation, if such person acted in good faith and in a manner he reasonably
believed to be in or not opposed to the best interests of the corporation, and
provided further that (unless a court of competent jurisdiction otherwise
provides) such person shall not have been adjudged liable to the corporation.
Any such indemnification may be made only as authorized in each specific case
upon a determination by the stockholders or disinterested directors that
indemnification is proper because the indemnitee has met the applicable
standard of conduct. Where an officer or a director is successful on the merits
or otherwise in the defense of any action referred to above, the corporation
must indemnify him against the expenses which such officer or director actually
or reasonably incurred. Section 145 provides further that indemnification
pursuant to its provisions is not exclusive of other rights of indemnification
to which a person may be entitled under any bylaw, agreement, vote of
stockholders or disinterested directors or otherwise.
Article 9 of the Company's Certificate of Incorporation, as amended (the
"Certificate"), provides that the Company shall indemnify any and all persons
whom it has the power to indemnify under Section 145 of the Delaware Act to the
fullest extent permitted under such section, and such indemnity shall continue
as to a person who has ceased to be a director, officer, employee or agent and
shall inure to the benefit of the heirs, executors and administrators of such a
person.
The right to indemnification under Article 9 of the Certificate is a
contract right which includes, with respect to directors and officers, the
right to be paid by the Company the expenses incurred in defending any such
proceeding in advance of its disposition; provided, however, that, if the
General Corporation Law of the State of Delaware requires, the payment of such
expenses incurred by a director or officer in advance of the final disposition
of a proceeding shall be made only upon delivery to the Company of an
undertaking, by or on behalf of such director or officer, to repay all amounts
so advanced if it shall ultimately be determined that such director or officer
is not entitled to be indemnified under Article 9 or otherwise.
As set forth below, Article 8 of the bylaws of the Company (the "Bylaws")
provides for indemnification of directors, officers, employees and agents, and
Section 8.7 of the Bylaws provides for the authority to purchase insurance with
respect to indemnification of directors, officers, employees and agents.
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Article 8 of the Bylaws provides that the Company shall indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative (other than an action by or in the
right of the Company) by reason of the fact that he is or was a director,
officer, employee or agent of the Company, or is or was serving at the request
of the Company as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, against
expenses (including attorneys' fees), judgments, fines, and amounts paid in
settlement actually and reasonably incurred by him in connection with such
action, suit or proceeding if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
Company, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful, to the fullest extent
permitted by Delaware law.
Section 7 of the Underwriting Agreement among the Company, the
Underwriters and the Selling Stockholders provides for the indemnification by
the Company of the Underwriters and each person, if any, who controls any
Underwriter from and against any and all losses, claims, damages or liabilities
to which such indemnified parties or any of them may become subject. The
Underwriting Agreement also provides that the Underwriters shall similarly
indemnify the Company, its directors, officers, Selling Stockholders and
controlling persons, as set forth therein.
The Company maintains directors' and officers' liability insurance in
accordance with Delaware law.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
The issuance of restricted securities was completed without registration
under the Securities Act in reliance on the exemption provided by Section 4(2)
of the Securities Act. In relying on this exemption, the Company relied on the
limited extent and purpose of the issuance.
ITEM 8. EXHIBITS.
See Index to Exhibits, attached hereto.
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 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 and 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 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 the registration statement or any
material change to such information in the registration statement.
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(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 Section 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.
(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 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 Irving, State of Texas on September 4, 1997.
ADVANCE PARADIGM, INC.
By: /s/ David D. Halbert
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David D. Halbert
Chairman of the Board, President and Chief
Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities indicated on September 4, 1997.
<TABLE>
<CAPTION>
Signature Title
- --------- -----
<S> <C>
/s/ David D. Halbert Chairman of the Board, President and Chief
- ------------------------------ Executive Officer
David D. Halbert
/s/ Jon S. Halbert Chief Operating Officer, Executive Vice
- ------------------------------ President and Director
Jon S. Halbert
/s/ Danny Phillips Chief Financial Officer, Senior Vice
- ------------------------------ President, Secretary and Treasurer
Danny Phillips (Principal Financial and Accounting Officer)
/s/ Peter M. Castleman Director
- ------------------------------
Peter M. Castleman
/s/ Rogers K. Coleman Director
- ------------------------------
Rogers K. Coleman
/s/ Stephen L. Green Director
- ------------------------------
Stephen L. Green
/s/ Jeffrey R. Jay Director
- ------------------------------
Jeffrey R. Jay
/s/ Kenneth J. Linde Director
- ------------------------------
Kenneth J. Linde
/s/ Michael D. Ware Director
- ------------------------------
Michael D. Ware
</TABLE>
S-1
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INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit
Number Description of Exhibits
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<S> <C>
4.1* - Amended and Restated Incentive Stock Option Plan
4.2* - Incentive Stock Option Plan
4.3** - 1997 Nonstatutory Stock Option Plan
5.1*** - Opinion of Akin, Gump, Strauss, Hauer & Feld, L.L.P.
23.1*** - Consent of Arthur Andersen LLP
23.2*** - Consent of Akin, Gump, Strauss, Hauer & Feld, L.L.P.
(included in Exhibit 5.1)
</TABLE>
*Previously filed in connection with the Company's Registration Statement on
Form S-1 filed October 8, 1996 (No. 333-06931)
**Previously filed with the Company's Quarterly Report on Form 10-Q for the
quarter ended June 30, 1997
***Filed herewith
<PAGE> 1
EXHIBIT 5.1
[AKIN, GUMP, STRAUSS, HAUER & FELD, L.L.P. LETTERHEAD]
August 28, 1997
Advance Paradigm, Inc.
545 E. John Carpenter Freeway
Suite 1900
Irving, Texas 75062
Ladies and Gentlemen:
We have acted as counsel to Advance Paradigm, Inc., a Delaware
corporation (the "Company"), in connection with the proposed registration of an
aggregate of 2,337,750 shares of the Company's Common Stock, $.01 par value
(the "Common Stock"), as described in a registration statement on Form S-8
relating to the Common Stock to be issued under the Company's Incentive Stock
Option Plan, Amended and Restated Stock Option Plan and 1997 Nonstatutory Stock
Option Plan, as amended (the "Employee Plans"), which registration statement is
to be filed with the Securities and Exchange Commission.
We have, as counsel, examined such corporate records, certificates and
other documents and reviewed such questions of law as we have deemed necessary,
relevant or appropriate to enable us to render the opinions listed below. In
rendering such opinions, we have assumed the genuineness of all signatures and
the authenticity of all documents examined by us. As to various questions of
fact material to such opinions, we have relied upon representations of the
Company.
Based upon such examination and representations, we advise you that,
in our opinion:
A. The shares of Common Stock to be issued under the Employee
Plans which are to be registered pursuant to the Registration Statement have
been duly and validly authorized by the Company.
<PAGE> 2
AKIN, GUMP, STRAUSS, HAUER & FELD, L.L.P.
Advance Paradigm, Inc.
August 28, 1997
Page 2
B. The shares of Common Stock to be issued under the Employee Plans
which are to be registered pursuant to the Registration Statement, when issued
and delivered in accordance with the Employee Plans, will be validly issued,
fully paid and non-assessable.
We consent to the reference to this firm in the Registration Statement
and to the filing of this opinion as Exhibit 5 to the Registration Statement.
Sincerely,
/s/ Akin, Gump, Strauss, Hauer & Feld, L.L.P.
AKIN, GUMP, STRAUSS, HAUER & FELD, L.L.P.
<PAGE> 1
EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference in this Form S-8 of our report dated May 12, 1997
included in Advance Paradigm Inc.'s Annual Report on Form 10-K for the year
ended March 31, 1997 and to all references to our Firm included in this
registration statement.
ARTHUR ANDERSEN LLP
Dallas, Texas
September 3, 1997
