As filed with the Securities and Exchange Commission on July 1, 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
CASTLE DENTAL CENTERS, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 76-0486898
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1360 POST OAK BLVD, SUITE 1300, HOUSTON, TEXAS 77056
(Address of Principal Executive Offices) (Zip Code)
1996 CASTLE DENTAL CENTERS, INC. OMNIBUS STOCK AND INCENTIVE PLAN
1996 CASTLE DENTAL CENTERS, INC. NON-EMPLOYEE DIRECTORS' PLAN
(Full title of the plan)
MR. JOHN M. SLACK
CHIEF FINANCIAL OFFICER
CASTLE DENTAL CENTERS, INC.
1360 POST OAK BLVD., SUITE 1300
HOUSTON, TEXAS 77056
(Name and address of agent for service)
(713) 479-8000
(Telephone number, including area code, of agent for service)
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COPY TO:
BOYER, EWING & HARRIS INCORPORATED
NINE GREENWAY PLAZA, SUITE 3100
HOUSTON, TEXAS 770046
ATTN: JOHN W. MENKE, ESQ.
Calculation of Registration Fee
<TABLE>
<CAPTION>
Title of securities Amount to be Proposed maximum Proposed maximum Amount of
to be registered registered offering price per aggregate offering registration fee
unit price
- ---------------------- ------------------ ------------------ ------------------- ----------------
<S> <C> <C> <C> <C>
Common Stock,
$.001 par value 1,200,000 shares $6.375 $7,650,000 $2,126.70
</TABLE>
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* Computed pursuant to Rule 457(h) based on the average of the high and low
prices of the Common Stock as reported on the Nasdaq National Market on
July 1, 1999.
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<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
This registration statement incorporates herein by reference the
following documents which have been filed with the Securities and Exchange
Commission (or are being filed concurrently herewith) by Castle Dental Centers,
Inc., a Delaware corporation (the "Company"):
(a) The Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1998.
(b) The Company's Current Report on Form 8-K/A filed on March 30,
1999.
(c) The Company's definitive Proxy Statement filed on April 26,
1999.
(d) The description of the Company's common stock, $.001 par value
per share, registered under Section 12 of the Securities
Exchange Act of 1934, as contained in the Company's
Registration Statement on Form S-1, Registration No.
333-11335.
All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended, 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 into 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.
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ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Company's Certificate of Incorporation, as amended, and Bylaws
incorporate substantially the provisions of the Delaware General Corporation Law
("DGCL") providing for indemnification of directors and officers of the Company
against expenses, judgments, fines, settlements and other amounts actually and
reasonably incurred in connection with any proceeding arising by reason of the
fact that such person is or was an officer or director of the Company or is or
was serving at the request of the Company as a director, officer or employee of
another corporation, partnership, joint venture, trust, employee benefit plan or
other enterprise.
As permitted by Section 102 of the DGCL, the Company's Certificate of
Incorporation, as amended, contains provisions eliminating a director's personal
liability for monetary damages to the Company and its stockholders arising from
a breach of a director's fiduciary duty except for liability (a) for any breach
of the director's duty of loyalty to the Company or its stockholders, (b) for
acts or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (c) under Section 174 of the DGCL, or (d) for any
transaction from which the director derived an improper personal benefit.
Section 145 of the DGCL provides generally that a person sued as a
director, officer, employee or agent of a corporation may be indemnified by the
corporation for reasonable expenses, including attorneys' fees, if in the case
of other than derivative suits such person has acted in good faith and in a
manner such person reasonably believed to be in or not opposed to the best
interests of the corporation (and, in the case of a criminal proceeding, had no
reasonable cause to believe that such person's conduct was unlawful). In the
case of a derivative suit, an officer, employee or agent of the corporation
which is not protected by the Certificate of Incorporation may be indemnified by
the corporation for reasonable expenses, including attorneys' fees, if such
person has acted in good faith and in a manner such person reasonably believed
to be in or not opposed to the best interests of the corporation, except that no
indemnification shall be made in the case of a derivative suit in respect of any
claim as to which an officer, employee or agent has been adjudged to be liable
to the corporation unless that person is fairly and reasonably entitled to
indemnity for proper expenses. Indemnification is mandatory in the case of a
director, officer, employee, or agent who is successful on the merits in defense
of a suit against such person.
The Company has entered into indemnity agreements with its directors
and certain key officers pursuant to which the Company generally is obligated to
indemnify its directors and such officers to the full extent permitted by the
DGCL as described above.
The Company intends to purchase liability insurance policies covering
directors and officers in certain circumstances.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
ITEM 8. EXHIBITS.
<TABLE>
<CAPTION>
EXHIBIT NUMBER PAGE
AND DESCRIPTION NUMBER
--------------- ------
<S> <C>
(4) Instruments defining the rights of security holders, including
indentures*
(5) Opinion re legality
5.1 Opinion of Boyer, Ewing & Harris Incorporated.
(15) Letter re unaudited interim financial information*
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<PAGE>
(23) Consents of experts and counsel
23.1 Consent of PricewaterhouseCoopers LLP.
23.2 Consent of Boyer, Ewing & Harris Incorporated
(included in Exhibit 5.1).
(24) Power of attorney (included on page 7 of the Registration
Statement)
(99) Additional exhibits*
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* Not Applicable
</TABLE>
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<PAGE>
ITEM 9. UNDERTAKINGS.
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 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;
(2) that, for the purpose of determining any liability under the
Securities Act of 1933, 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.
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) 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 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 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 Houston, State of Texas, on July 1, 1999.
Castle Dental Centers, Inc.
By: /s/ JACK H. CASTLE, JR.
Jack H. Castle, Jr., Chairman and
Chief Executive Officer
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POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Jack H. Castle, Jr. and John M. Slack,
and each of them, his true and lawful attorneys-in-fact and agents, with full
power of substitution and resubstitution, for his in his 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 hereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done, as fully to all intents
and purposes as he might or could do in person, hereby ratifying and confirming
all that said attorneys-in-fact and agents or either of them, or their or his
substitute or substitutes, 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.
SIGNATURE TITLE DATE
Chairman of the Board & Chief
/s/ JACK H. CASTLE, JR. Executive Officer (Principal July 1, 1999
Jack H. Castle, Jr. Executive Officer)
/s/ G. DANIEL SIEWERT III President & Chief Operating July 1, 1999
G. Daniel Siewert III Officer
Vice President & Chief Financial
/s/ JOHN M. SLACK Officer (Principal Financial and July 1, 1999
John M. Slack Accounting Officer)
________________________ Director July __, 1999
Jack H. Castle, D.D.S.
/s/ G. KENT KAHLE Director July 1, 1999
G. Kent Kahle
________________________ Director July __, 1999
Robert J. Cresci
/s/ ELIZABETH A. TILNEY Director July 1, 1999
Elizabeth A. Tilney
/s/ EMMETT E. MOORE Director July 1, 1999
Emmett E. Moore
________________________
John J. Roberts Director July __, 1999
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EXHIBIT 5.1
BOYER EWING & HARRIS
INCORPORATED
ATTORNEYS
The Coastal Tower
Nine Greenway Plaza, Suite 3100
HOUSTON, TEXAS 77046-0904
(713) 871-2025
TELEFAX (713) 871-2024
July 1, 1999
Castle Dental Centers, Inc.
1360 Post Oak Blvd., Suite 1300
Houston, Texas 77056
Re: Distribution of up to 1,200,000 shares of Common Stock of
Castle Dental Centers, Inc. pursuant to the 1996 Castle Dental
Centers, Inc. Omnibus Stock and Incentive Plan and the 1996
Castle Dental Centers, Inc. Non-Employee Directors' Plan
Gentlemen:
We have acted as legal counsel for Castle Dental Centers, Inc., a
Delaware corporation (the "Company"), in connection with the offer to certain of
the directors, executive officers and other key employees and agents of the
Company and its subsidiaries of a total of up to 1,200,000 shares of the
Company's common stock, $.001 par value per share ("Common Stock"), issuable
pursuant to the 1996 Castle Dental Centers, Inc. Omnibus Stock and Incentive
Plan and the 1996 Castle Dental Centers, Inc. Non-Employee Directors' Plan
(collectively, the "Plans").
We have made such inquiries and examined such documents as we have
considered necessary or appropriate for the purposes of giving the opinion
hereinafter set forth, including the examination of executed or conformed
counterparts, or copies certified or otherwise proved to our satisfaction of the
following:
(i) the Certificate of Incorporation of the Company as filed with
the Secretary of State of Delaware, as amended to date;
(ii) the Bylaws of the Company as of the date of this opinion;
<PAGE>
Castle Dental Centers, Inc.
July 1, 1999
Page 2
(iii) the Company's Registration Statement on Form S-8, covering the
Common Stock issuable pursuant to the Plans, to be filed with
the Securities and Exchange Commission on July 1, 1999
("Registration Statement");
(iv) the Plans; and
(v) such other documents, corporate records, certificates and
other instruments as we have deemed necessary or appropriate
for the purpose of this opinion.
We have assumed the genuineness and authenticity of all signatures on
all original documents, the authenticity of all documents submitted to us as
originals, the conformity to originals of all documents submitted to us as
copies and the due authorization, execution, delivery or recordation of all
documents where due authorization, execution or recordation are prerequisites to
the effectiveness thereof.
Based upon the foregoing, and having regard for such legal
considerations as we deem relevant, we are of the opinion that:
The Common Stock covered by the Registration Statement has been duly
authorized and when issued and sold in accordance with the Plans, will
be legally issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion with the Securities and
Exchange Commission as an exhibit to the Registration Statement.
Very truly yours,
Boyer, Ewing & Harris Incorporated
By: /S/ JOHN W. MENKE
John W. Menke, Vice President
Exhibit 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this registration
statement on Form S-8 (no. 333-______) of our report dated march 5, 1999
relating to the financial statements and the financial statement schedule, which
appear in the Castle Dental Centers, Inc. Annual Report on Form 10-K for the
year ended December 31, 1998. We also consent to the reference to us under the
heading "Experts" in such registration statement.
PricewaterhouseCoopers LLP
Houston, Texas
June 25, 1999
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