<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 28, 1997.
REGISTRATION NO. 333-__________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
COAST DENTAL SERVICES, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 59-3136131
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
6200 COURTNEY CAMPBELL CAUSEWAY, SUITE 690
TAMPA, FLORIDA 33607
(813) 288-1999
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
COAST DENTAL SERVICES, INC.
STOCK OPTION PLAN
(Full Title of Plan)
Terek Diasti
Chief Executive Officer and President
Coast Dental Services, Inc.
6200 Courtney Campbell Causeway, Suite 690
Tampa, Florida 33607
(813) 288-1999
(Name, Address and Telephone number of
Agent for Service)
Copies to:
Darrell C. Smith, Esq.
Shumaker, Loop & Kendrick, LLP
Barnett Plaza - Suite 2800
Tampa, Florida 33602
(813) 229-7600
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CALCULATION OF REGISTRATION FEE
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TITLE OF SECURITIES AMOUNT TO BE PROPOSED MAXIMUM OFFERING PROPOSED MAXIMUM AGGREGATE AMOUNT OF
TO BE REGISTERED REGISTERED PRICE PER SHARE OFFERING PRICE REGISTRATION FEE
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<S> <C> <C> <C> <C>
Common Shares $.001 Par Value . . . . . 450,000 shares 12.93751(1) $5,821,875.001(1) $1,764.20
====================================================================================================================================
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____________________
(1)Inserted solely for the purpose of calculating the registration fee pursuant
to Rule 457(h). Pursuant to Rule 457(c), the fee is calculated on the basis of
the average of the high and low prices reported on the NASDAQ Stock Market for
the common stock on April 23, 1997.
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PART I
INFORMATION REQUIRED IN THE PROSPECTUS
Note: The documents containing the information concerning the Coast
Dental Services, Inc. Stock Option Plan (the "Plan") required by Item 1 of Form
S-8 under the Securities Act of 1933, as amended (the "Securities Act"), and
the statement of availability of the registrant information, and other
information required by Item 2 of Form S-8 will be sent or given to
participants as specified in Securities Act Rule 428. In accordance with Rule
428 and the requirements of Part I of Form S-8, such documents are not being
filed with the Securities and Exchange Commission either as part of this
registration statement on Form S-8 or as prospectuses or prospectus supplements
pursuant to Rule 424. The Company will maintain a file of such documents in
accordance with the provisions of Rule 428. Upon request, the Company shall
furnish to the Commission or its staff a copy or copies of all of the documents
included in such file.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
There are hereby incorporated by reference in this Registration
Statement the following documents filed by the Company with the Securities and
Exchange Commission (the "Commission"):
(a) The Prospectus filed by the Company pursuant to Rule 424(b)
under the Securities Act on February 10, 1997.
(b) The description of the Company's common stock contained in its
Registration Statement on Form S-1, filed under the Securities
Act on October 7, 1996, File No. 333-13613.
(c) The Company's Annual Report on Form 10-K for the year ended
December 31, 1996.
(d) The Company's Form 8-K dated April 16, 1997, related to the
Company's acquisitions of additional Dental Centers.
All documents filed by the Company with the Commission pursuant to
Sections 13(a), 13(c), 14, and 15(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act") subsequent to the date of this Registration
Statement, but 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 registers all such securities then remaining unsold, shall
be deemed to be incorporated in this Registration Statement by reference and to
be a part hereof from the date of filing such documents.
Any statement contained in this Registration Statement, in a
supplement to this Registration Statement or in documents 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 document that is subsequently incorporated by reference herein modifies
such statement. Any statement so modified or superseded shall not be deemed,
except as to modified or superseded, to constitute a part of this Registration
Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable. The class of securities to be offered under this
Registration Statement is registered under Section 12 of the Exchange Act.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Company's Restated Certificate of Incorporation (the
"Certificate") provides that a Director shall not be personally liable to the
Company or its stockholders for monetary damages for breach of fiduciary duty
as a Director, except:
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(i) for any breach of duty of loyalty; (ii) for acts or omissions not in good
faith or which involve international misconduct or knowing violations of laws;
(iii) for liability under Section 174 of the Delaware GCL (relating to certain
unlawful dividends, stock repurchases or stock redemptions); or (iv) for any
transaction from which the Director derived any improper personal benefit.
Article VIII of the Company's by-laws provides that the Company shall indemnify
each Director and such of the Company's officers, employees and agents as the
Board of Directors shall determine from time to time to the fullest extent
provided by the Delaware GCL.
The Company has entered into indemnification agreements (the
"Indemnification Agreements") with all of its Directors and certain of its
officers. Similar Indemnification Agreements may from time to time be entered
into with additional officers of the Company or certain other employees or
agents of the Company. At present, there is no material pending litigation nor
proceeding involving a director, officer, employee or agent of the Company
where indemnification is required or permitted, nor is the Company aware of any
threatened litigation or proceeding that may result in a claim for such
indemnification. The Company is also empowered under its Certificate to
purchase and maintain insurance or furnish similar protection on behalf of any
person who it is required or permitted to indemnify and the Company has
acquired such insurance in connection with each individuals that the Company
believes is warranted.
Insofar as indemnification for liabilities 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 payment by the registrant of expense
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.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
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EXHIBIT
NUMBER EXHIBIT DESCRIPTION
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3.1 Restated Certificate of Incorporation of Coast Dental Services, Inc. (previously filed on February 10, 1997 as
Exhibit 3.1 in Amendment No. 5 to the Company's Registration Statement on Form S-1, File No. 333-13613).*
3.2 By-Laws of Coast Dental Services, Inc. (previously filed as Exhibit 3.2 to the Company's Registration Statement
on Form S-1, File No. 333-13613, filed on October 7, 1996).*
4.1 Coast Dental Services, Inc. Stock Option Plan (previously filed as Exhibit 10.4 to the Company's Registration
Statement on Form S-1).*
5.1 Opinion of Shumaker, Loop & Kendrick, LLP, as to the legality of the securities being registered.
24.1 The consent of Shumaker, Loop & Kendrick, LLP to the use of their opinion as an Exhibit to this Registration
Statement is included in their opinion filed herewith as Exhibit 5.1.
24.2 Consent of Deloitte & Touche, LLP, independent certified public accountants.
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__________________
*Document has been filed with the Commission and is incorporated by reference.
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ITEM 9. UNDERTAKINGS.
1. The Company hereby undertakes:
(a) To file, during any period in which offers of 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 of 1933.
(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 thereto)
which, individually or in the aggregate,
represents a fundamental change in the
formation set forth in the 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.
(b) 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.
(c) 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.
2. The Company hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Company'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 herein, and the
offering of such securities at that time shall be deemed to be in the initial
bona fide offering thereof.
3. The undersigned Company hereby undertakes to deliver or cause
to be delivered with the Prospectus to each eligible employee or director to
whom the Prospectus is sent or given, a copy of the Company's Annual Report to
Stockholders for its last fiscal year, unless such individual otherwise has
received a copy of such Annual Report, in which case the Company shall state in
the Prospectus that it will promptly furnish, without charge, a copy of such
Annual Report on written request of the individual. If the last fiscal year of
the Company has ended within 120 days prior to the use of the Prospectus, the
Annual Report of the Company for the preceding fiscal year may be so delivered,
but within such 120 day period the Annual Report for the last fiscal year will
be furnished to each such individual.
The Company also undertakes to deliver or cause to be delivered to all
employees or directors participating in the Company's Stock Option Plan who do
not otherwise receive such material, copies of all reports to stockholders,
proxy statements and other communications distributed to its security holders
generally, such material to be sent or delivered no later than the time it is
sent to security holders.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Company certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing 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 Tampa, State of Florida this 28th day of April,
1997.
COAST DENTAL SERVICES, INC.
By: /S/ Terek Diasti
-------------------------------------
Terek Diasti,Chief Executive Officer
By: /S/ Joseph R. Smith
-------------------------------------
Joseph R. Smith, Chief Financial
Officer (Principal Financial
Officer and Principal Accounting
Officer)
KNOW ALL MEN BY THESE PRESENTS that each of the undersigned officers
and directors of Coast Dental Services, Inc., hereby constitutes and appoints
Terek Diasti, Chief Executive of the Company, and Joseph R. Smith, Chief
Financial Officer of the Company, or either of them individually, his true and
lawful attorney-in-fact and agent, for him and in his name, place and stead, in
any and all capacities, to sign his name to a Registration Statement on Form
S-8 relating to the registration under the Securities Act of 1933 of the shares
of the Company's common stock to be offered under the Coast Dental Services,
Inc. Stock Option Plan, and to any and all amendments to such Registration
Statement on Form S-8, including post-effective amendments and other related
documents, and to cause the same to be filed with the Securities and Exchange
Commission, granting unto said attorneys, or either of them individually, full
power and authority to do and perform any act and thing necessary and proper to
be done in the premises, as fully to all intents and purposes as the
undersigned could do if personally present, and the undersigned for himself
hereby ratifies and confirms all that said attorneys shall lawfully do or cause
to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this S-8
Registration Statement has been signed by the following persons (or by their
duly authorized attorney-in-fact) in the capacities and on the dates indicated.
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Signature Title Date
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<S> <C> <C>
/S/ Terek Diasti Chief Executive Officer and Chairman of the Board April 28, 1997
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Dr. Terek Diasti
/S/ Adam Diasti President, Chief Operating Officer, and Director April 28, 1997
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Dr. Adam Diasti
/S/ Joseph R. Smith Chief Financial Officer and Director April 28, 1997
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Joseph R. Smith
/S/ John H. Kang Director April 28, 1997
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John H. Kang
/S/ Donald R. Millard Director April 28, 1997
- ------------------------------
Donald R. Millard
</TABLE>
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EXHIBIT INDEX
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EXHIBIT
NUMBER EXHIBIT DESCRIPTION
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3.1 Restated Certificate of Incorporation of Coast Dental Services, Inc. (previously filed on February 10, 1997 as
Exhibit 3.1 in Amendment No. 5 to the Company's Registration Statement on Form S-1, File No. 33313613).*
3.2 By-Laws of Coast Dental Services, Inc. (previously filed as Exhibit 3.2 to the Company's Registration Statement
on Form S-1, File No. 333-13613, filed on October 7, 1996).*
4.1 Coast Dental Services, Inc. Stock Option Plan (previously filed as Exhibit 10.4 to the Company's Registration
Statement on Form S-1).*
5.1 Opinion of Shumaker, Loop & Kendrick, LLP, as to the legality of the securities being registered.
23.1 The consent of Shumaker, Loop & Kendrick, LLP to the use of their opinion as an Exhibit to this Registration
Statement is included in their opinion filed herewith as Exhibit 5.1.
23.2 Consent of Deloitte & Touche, LLP, independent certified public accountants.
</TABLE>
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*Document has been filed with the Commission and is incorporated by reference.
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<PAGE> 1
EXHIBIT 5.1
[SHUMAKER, LOOP & KENDRICK, LLP LETTERHEAD]
April 28, 1997
Coast Dental Services, Inc.
Corporate Office
6200 Courtney Campbell Causeway
Suite 690
Tampa, Florida 33607
Re: Registration Statement on Form S-8 for the Coast
Dental Services, Inc. Stock Option Plan
Dear Ladies and Gentlemen:
We have acted as counsel to Coast Dental Services, Inc., a
Delaware corporation (the "Company"), in connection with the Company's
Registration Statement on Form S-8 to be filed with the Securities and Exchange
Commission (the "Registration Statement") under the Securities Act of 1933, as
amended, for the registration of an aggregate of 450,000 shares of Common
Stock, $.001 par value per share ("Common Stock"), issuable to eligible
participants under the Company's Stock Option Plan (the "Plan").
We are familiar with the proceedings to date with respect to
such Registration Statement and have examined such records, facts and matters
of law and satisfied ourselves that such matters of fact as we have considered
relevant for purposes of this opinion.
For purposes of this opinion, we have assumed the authenticity
of all documents submitted to us as originals and the conformity to the
originals of all documents submitted to us as copies. We have also assumed the
genuineness of the signatures of persons signing all documents in connection
with which this opinion is rendered, the authority of such persons signing on
behalf of the parties thereto, and the due authorization, execution and
delivery of all documents by the parties hereto.
We are of the opinion that any shares of Common Stock reserved
for issuance under the Plan will, when issued in accordance with the terms of
the Plan, be validly issued, fully paid and non-assessable.
<PAGE> 2
Coast Dental Services, Inc.
April 28, 1997
Page 2
This opinion shall be limited to the laws of the State of
Florida, the General Corporation Law of the State of Delaware, and the federal
laws of the United States of America.
We hereby consent to the use of this opinion as an exhibit to
the Registration Statement.
Very truly yours,
/S/ Shumaker, Loop & Kendrick, LLP
----------------------------------
SHUMAKER, LOOP & KENDRICK, LLP
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EXHIBIT 23.2
INDEPENDENT AUDITORS' CONSENT
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of Coast Dental Services, Inc. (the "Company") of our
report relating to the financial statements of the Company dated November 12,
1996 (except for Note 12 which is dated December 31, 1996), our report
relating to the combined financial statements of Richard J. Shawn DMD, P.A.
dated January 8, 1997 and our report relating to the combined financial
statements of Seminole Dental Center dated January 8, 1997 appearing in the
Company's Form S-1 Registration Statement (333-13613) filed February 10, 1997
and our report relating to the financial statements of the Company dated March
11, 1997, appearing in the Company's Form 10-K filed March 31, 1997.
/s/ Deloitte & Touche LLP
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DELOITTE & TOUCHE LLP
Tampa, Florida
April 28, 1997
