As filed with the Securities and Exchange Commission on July 20, 1999
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
______________________
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 75062
SUITE 1570 (Zip Code)
IRVING, TEXAS
(Address of principal executive offices)
Advance Paradigm, Inc.
Amended and Restated Incentive Stock Option Plan
(Full title of the plan)
David D. Halbert
Chairman of the Board, President and Chief Executive Officer
545 East John Carpenter Freeway, Suite 1570
Irving, Texas 75062
(972) 830-6199
(Name and address, including zip code, and
telephone number of agent for service)
Copies to:
J. Kenneth Menges, Jr., P.C.
Akin, Gump, Strauss, Hauer & Feld, L.L.P
1700 Pacific Avenue, Suite 4100
Dallas, Texas 75201-4675
(214) 969 -2800
______________________
CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Amount Maximum Maximum
Title of to be Offering Aggregate Amount of
Securities to be Registered Price Per Offering Registration
Registered (1) Share (2) Price (2) Fee
- --------------------------------------------------------------------------
Common Stock, $0.01
par value
("Common Stock") 500,000 $64.63 $32,315,000 $8,983.57
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(1) Issuable upon exercise of options available for grant under the Plan.
This Registration Statement also covers any additional shares that may
hereafter become purchasable as a result of the adjustment provisions
of the Plan.
(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 July 16, 1999, as
reported by the Nasdaq National Market.
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<PAGE>
INCORPORATION OF DOCUMENTS BY REFERENCE
This Registration Statement on Form S-8 registers additional
securities of the same class as other securities for which a Registration
Statement on Form S-8 has been filed with the Securities and Exchange
Commission on September 5, 1997, relating to the same employee benefit
plan. Accordingly, pursuant to General Instruction E of Form S-8
promulgated under the Securities Act of 1933, as amended, the contents of
the Registration Statement on Form S-8 (File No. 333-34999), filed with the
Securities and Exchange Commission on September 5, 1997, are incorporated
herein by reference. Capitalized terms used herein but not defined shall
have the meanings assigned to them by the incorporated document.
AMENDMENT TO THE AMENDED AND RESTATED INCENTIVE STOCK OPTION PLAN
The Amendment to the Amended and Restated Incentive Stock Option Plan
(the "Employee Plan") increases the number of shares available for grant
under the plan by 500,000 shares. A copy of the Amendment to the Employee
Plan is attached to this registration statement as Exhibit 4.2.
EXHIBITS
See Index to Exhibits, attached hereto.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, the Company 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 July 19, 1999.
ADVANCE PARADIGM, INC.
By: /s/ David D. Halbert
------------------------------
David D. Halbert
Chairman of the Board, President
and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed by the following
persons in the capacities indicated on July 19, 1999.
SIGNATURE TITLE
- --------- -----
/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/ David A. George Director
- ----------------------------
David A. George
/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
<PAGE>
INDEX TO EXHIBITS
Exhibit
Number Description of Exhibits
- ------- ------------------------
4.1* Amended and Restated Incentive Stock Option Plan
4.2*** Amendment to Amended and Restated Stock Option Plan
4.3* Incentive Stock Option Plan
4.4** 1997 Nonstatutory Stock Option Plan
5.1*** Opinion of Akin, Gump, Strauss, Hauer & Feld, L.L.P.
23.1*** Consent of Arthur Anderson LLP
23.2*** Consent of Akin, Gump, Strauss, Hauer & Feld, L.L.P.
(included in Exhibit 5.1)
*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
Exhibit 4.2
AMENDMENT NO. 1 TO THE
ADVANCE PARADIGM, INC.
AMENDED AND RESTATED INCENTIVE STOCK OPTION PLAN
WHEREAS, the Board of Directors and the Stockholders of Advance
Paradigm, Inc. (the "Company") have authorized an additional 500,000 shares
of the Company's common stock for issuance under the Company's Amended and
Restated Incentive Stock Option Plan (the "Plan").
ACCORDINGLY, the Company hereby amends the Plan as follows:
The first sentence of Section 2 of the Plan is hereby amended to read
in its entirety as follows:
"Subject to adjustment as provided in Section 4(g) hereof, options may
be granted by the Company from time to time to purchase up to an aggregate
of 2,359,000 shares of the Company's authorized but unissued Common Stock;
provided, however, that the number of shares that may be granted to any
employee under the Plan shall be reasonable in relation to the purpose of
the Plan."
IN WITNESS WHEREOF, the Company has caused its duly authorized officer
to execute this Amendment No. 1 as of the 29th day of October, 1998.
ADVANCE PARADIGM, INC.
/s/ David D. Halbert
------------------------------
By: David D. Halbert,
Chief Executive Officer
Exhibit 5.1
AKIN, GUMP, STRAUSS, HAUER & FELD, L.L.P.
ATTORNEYS AT LAW
A REGISTERED LIMITED LIABILITY PARTNERSHIP
INCLUDING PROFESSIONAL CORPORATIONS
1700 PACIFIC AVENUE
SUITE 4100
DALLAS, TEXAS 75201-4675
(214) 969-2800
FAX (214) 969-4343
WRITER'S DIRECT DIAL NUMBER (214) 969-2800
July 19, 1999
Advance Paradigm, Inc.
545 E. John Carpenter Freeway
Suite 1570
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 500,000 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 Amended and
Restated Stock Option Plan (the "Employee Plan"), which registration
statement is to be filed with the Securities and Exchange Commission (as
amended, the "Registration Statement").
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 Plan
which are to be registered pursuant to the Registration Statement have been
duly and validly authorized by the Company.
B. The shares of Common Stock to be issued under the Employee Plan
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 5.1 to the Registration
Statement.
Sincerely,
/s/ Akin, Gump, Strauss, Hauer & Feld, L.L.P.
AKIN, GUMP, STRAUSS, HAUER & FELD, L.L.P.
Exhibit 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation
by reference in this registration statement of our report dated May 17,
1999, included in Advance Paradigm, Inc.'s Form 10-K for the year ended
March 31, 1999, and to all reference to our firm included in this
registration statement.
Dallas, Texas, ARTHUR ANDERSEN LLP
July 16, 1999
