SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933.
HEALTHCOR HOLDINGS, INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware 8090
(State or other (Primary Standard 75-2294072
jurisdiction Industrial (I.R.S. Employer
of incorporation or Classification Identification No.)
organization) Code Number)
8150 NORTH CENTRAL EXPRESSWAY, SUITE M2000
DALLAS, TEXAS 75206
(214) 692-4663
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)
S. Wayne Bazzle
Chairman and Chief Executive Officer
HealthCor Holdings, Inc.
8150 North Central Expressway, Suite M-2000
Dallas, Texas 75206
(214)750-2270
(Name, address, including zip code, and telephone number, including area
code, of agent for service)
HEALTHCOR HOLDINGS, INC. EMPLOYEE STOCK OWNERSHIP PLAN
(Full Title of Plan)
CALCULATION OF REGISTRATION FEE
================================================================================
Title of
securities Proposed maximum Proposed maximum Amount of
to be Amount to be offering price aggregate offering registration
registered registered (1) share (2) price (2) fee
- --------------------------------------------------------------------------------
Common
Stock, $0.01
par value 565,719 shares $8.125 4,596,466.80 $1,379.08
================================================================================
(1) Pursuant to Rule 416 under the Securities Act of 1993, this registration
statement also covers an indeterminate number of shares as may be required
to cover possible adjustments under the Plan by reason of any stock
dividend, stock split, share combination, exchange of shares,
recapitalization, merger, consolidation, separation, reorganization,
liquidation or the like of or by the Registrant.
(2) Calculated pursuant to Rule 457(h), based on the average of high and low
prices for the Common Stock on March 4, 1997, as quoted by the Nasdaq
Stock Market.
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10 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)
prospectus is omitted from the registration statement in accordance
with Rule 428 under the Securities Act of 1933, as amended (the
"Securities Act"), and the Note to Part I of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents, as filed with the Securities and Exchange
Commission by HealthCor Holdings, Inc., the undersigned registrant (the
"Company"), are incorporated by reference in this registration statement:
(1) The Company's Quarterly Reports on Form 10-Q for the quarters ended
June 30, 1996 and September 30, 1996.
(2) The description of the Company's Common Stock contained in a
Registration Statement on Form 8-A filed on June 18, 1996 under the
Securities Exchange Act of 1934, as amended (the "Exchange Act"),
including any amendment or report filed for the purpose of updating
such description.
In addition, all documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c)., 14 and 15(d) of the Exchange Act prior to the filing of
a post-effective amendment which indicates that all securities offered 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.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the Delaware General Corporation Law permits a corporation
to indemnify a person who was or is a director, officer, employee, or agent of a
corporation or who serves at the corporation's request as a director, officer,
partner, proprietor, trustee, employee, or agent of another corporation,
partnership, trust, joint venture, or other enterprise (an "outside
enterprise"), who was, is, or is threatened to be named a defendant in a legal
proceeding by virtue of such person's position in the corporation or in an
outside enterprise, but only if the person acted in good faith and reasonably
believed, in the case of conduct in the person's official capacity, that the
conduct was in or, in the case of all other conduct, that the conduct was not
opposed to the corporation's best interest, and, in the case of a criminal
proceeding, the person had no reasonable cause to believe the conduct was
unlawful. A person may be indemnified within the above limitations against
judgments, fines, settlements, and reasonable expenses actually incurred.
2
<PAGE>
Generally, an officer, director, agent, or employee of a corporation
or a person who serves at the corporation's request as an officer, director,
agent, or employee of an outside enterprise may not be indemnified, however,
against judgments, fines, and settlements incurred in a proceeding in which a
person is found liable to the corporation or is found to have improperly
received a personal benefit and may not be indemnified for expenses unless, and
only to the extent that, in view of all the circumstances, the person is fairly
and reasonably entitled to indemnification for such expenses. A corporation must
indemnify a director, officer, employee, or agent against reasonable expenses
incurred in connection with a proceeding in which the person is a party because
of the person's corporation position, if the person was successful, on the
merits or otherwise, in the defense of the proceeding. Under certain
circumstances, a corporation may also advance expenses to such person. The
Company's Amended and Restated Bylaws provide for indemnification of any person
who is an officer, director, agent, or employee of the Company or who serves at
the Company's request as an officer, director, agent, or employee of an outside
enterprise to the fullest extent permitted by Delaware law.
Delaware law also permits a corporation to purchase and maintain insurance
or make other arrangements on behalf of any of the above persons against any
liability asserted against and incurred by the person in such capacity, or
arising out of the person's status as such a person, whether or not the
corporation would have the powers to indemnify the person against the liability
under applicable law.
The Company has entered into Indemnification Agreements with each of its
directors pursuant to which the Company has agreed to indemnify the directors to
the full extent authorized or permitted by Delaware law.
The Company has purchased liability insurance policies covering its
directors and officers to insure against losses incurred in their capacities,
including liabilities under the Securities Act.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
4.1 HealthCor Holdings, Inc. Employee Stock Ownership Plan*
4.4 Specimen of Common Stock Certificate**
5.1 Opinion of Gardere & Wynn, L.L.P.
23.1 Consent of Arthur Anderson LLP
- ------------
* Incorporated herein by reference to Exhibit 10.4 to the Regristrant's
Registration Statement on Form S-1 (file No.333-5779) filed on June 12,
1996.
** Incorporated herein by reference to Exhibit 4.1 to the Regristrant's
Registration Statement on Form S-1 (file No.333-5779) filed on June 12,
1996.
The undersigned registrant hereby undertakes to submit the Plan and any
amendments thereto to the Internal Revenue Service ("IRS") in a timely manner
and will make all changes required by the IRS in order to qualify the Plan.
ITEM 9. UNDERTAKINGS
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made of
the securities registered hereby, 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 this registration statement;
3
<PAGE>
(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 this registration
statement;
PROVIDED, HOWEVER, that the undertakings set forth in paragraphs (1)(i) and
(1)(ii) above 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 Section 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.
The undersigned registrant hereby further 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.
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 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.
4
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, as amended,
the Company has duly caused this report to be signed on March 14, 1997 on its
behalf by the undersidned thereunto duly authorized.
HEALTHCOR HOLDINGS, INC.
By: S. WAYNE BAZZLE
Chairman of the Board and
Chief Executive Officer
Each person whose signature appears below hereby authorizes S. Wayne
Bazzle and Cheryl C. Bazzle, or either of them, as attorneys-in-fact to sign on
his or her behalf, individually and in the capacity stated below and to file all
amendments and supplements to this Registration Statement on Form S-8.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons on
behalf of the Company and in the capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
/s/ S. WAYNE BAZZLE Chairman of the Board and March 18, 1997
S. Wayne Bazzle Chief Executive officer
/s/ CHERYL C. BAZZLE President and Chief Operating March 18, 1997
Cheryl C. Bazzle Officer
/s/ SUSAN L. BELSKE Senior Vice President and March 18, 1997
Susan L. Belske Chief Financial Officer
(Principal Financial and
Accounting Officer)
/s/ JULIAN W. BANTON Director March 18, 1997
Julian W. Banton
/s/ ROBERT B. CRATES Director March 18, 1997
Robert B. Crates
/s/ JANE B. FINLEY Director March 18, 1997
Jane B. Finley
/s/ MICHAEL J. FOSTER Director March 18, 1997
Michael J. Foster
5
EXHIBIT 5.1
[GARDERE & WYNNE, L.L.P. LETTERHEAD]
March 18, 1997
HealthCor Holdings, Inc.
8150 Central Expressway
Suite M-2000
Dallas, Texas 75206
Gentlemen:
We have served as counsel for HealthCor Holdings, Inc., a Delaware corporation
(the "Company"), in connection with the Registration Statement on Form S-8 (the
"Registration Statement"), filed with the Securities and Exchange Commission
under the Securities Act of 1933, as amended, with respect to 565,719 shares of
Common Stock, par value $.01 per share, of the Company (the "Common Stock") to
be issued and delivered by the Company pursuant to the Company's Employee Stock
Ownership Plan (the "Plan"), including any additional shares of Common Stock
issuable pursuant to the anti-dilution provisions of the Plan (the "Shares").
With respect to the foregoing, we have examined such documents and questions of
law as we have deemed necessary to render the opinion expressed herein. Based
upon the foregoing, we are of the opinion that the Shares issued to the Plan,
when so issued and delivered to the Plan (for the consideration or at a value
per share that is equal to or greater than the par value per share of the Common
Stock), in accordance with the terms of the Plan, will be duly authorized,
validly issued, fully paid and nonassessable.
We consent to the use of this opinion letter as Exhibit 5.1 to the Registration
Statement.
Very truly yours,
GARDERE & WYNNE, L.L.P.
By: /s/ RANDALL G. RAY
Randall G. Ray, Partner
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 March 29, 1996,
except as to paragraph 3 in Note 14, for which the date is July 26, 1996,
included in HealthCor Holdings, Inc. Amendment Number 3 to Form S-1 and to all
references to our firm included in this registration statement.
/s/ ARTHUR ANDERSEN LLP
Arthur Andersen LLP
Dallas, Texas
March 18, 1997
