<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 31, 1997.
REGISTRATION NO. 333-25991
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST EFFECTIVE AMENDMENT NO. 1
FORM S-8/A
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
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
===============================================================================================================================
PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF SECURITIES AMOUNT TO BE OFFERING AGGREGATE AMOUNT OF
TO BE REGISTERED REGISTERED PRICE PER SHARE OFFERING PRICE REGISTRATION FEE
- -------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Shares $.001 Par Value . . . . . 450,000 shares 12.9375(1) $5,821,875.00(1) $1,764.20(2)
===============================================================================================================================
</TABLE>
____________________
(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.
(2)The fee was previously paid in conjunction with the earlier effective
Securities Act registration statement number 333-25991 for this same offering,
as the post-effective amendment thereto relates only to the filing of Amendment
No. 1 to the Coast Dental Services, Inc. Stock Option Plan.
<PAGE> 2
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.
(e) The Company's Form 8-K/A dated June 16, 1997, related to the
Company's Form 8-K dated April 16, 1997.
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
II-2
<PAGE> 3
to the Company or its stockholders for monetary damages for breach of fiduciary
duty as a Director, except: (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.
<TABLE>
<CAPTION>
EXHIBIT
NUMBER EXHIBIT DESCRIPTION
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<S> <C>
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).
4.2 First Amendment to the Coast Dental Services, Inc. Stock Option Plan.
5.1* Opinion of Shumaker, Loop & Kendrick, LLP, as to the legality of the securities being registered (previously filed as
Exhibit 5.1 to the Company's Registration Statement on Form S-8, File No. 333-25991, filed on April 28, 1997).
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 as Exhibit 5.1 (previously filed as Exhibit 5.1 to the Company's Registration
Statement on Form S-8, File No. 333-25991, filed on April 28, 1997).
23.2 Consent of Deloitte & Touche, LLP, independent certified public accountants.
24.1* Power of Attorney is set forth on the signature page of the Company's initial filing of its Form S-8 (filed on April 28,
1997).
------------------
</TABLE>
*Document has been filed with the Commission and is incorporated by reference.
II-3
<PAGE> 4
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.
II-4
<PAGE> 5
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 amended
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Tampa, State of Florida this 31st day of July,
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)
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 July 31, 1997.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C>
/s/Terek Diasti Chief Executive Officer and Chairman of the Board July 31, 1997
- ------------------------------------
Dr. Terek Diasti
* President, Chief Operating Officer, and Director
- ------------------------------------
Dr. Adam Diasti
/s/Joseph R. Smith Chief Financial Officer and Director July 31, 1997
- ------------------------------------
Joseph R. Smith
* Director
- ------------------------------------
John H. Kang
* Director
- ------------------------------------
Donald R. Millard
*By /s/Terek Diasti As attorneys in fact pursuant to the power
----------------------------------- of attorney included in the Form S-8 Registration
Dr. Terek Diasti Statement as originally filed on April 28, 1997
*By /s/Joseph R. Smith
-----------------------------------
Joseph R. Smith
</TABLE>
II-5
<PAGE> 6
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER EXHIBIT DESCRIPTION
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<S> <C>
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).
4.2 First Amendment to the Coast Dental Services, Inc. Stock Option Plan.
5.1* Opinion of Shumaker, Loop & Kendrick, LLP, as to the legality of the securities being registered. (previously filed as
Exhibit 5.1 to the Company's Registration Statement on Form S-8, File No., 333-25991, filed on Aprile 28, 1997).
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. (previously filed as Exhibit 5.1 to the Company's
Registration Statement on Form S-8, File No. 333-25991, filed on April 28, 1997).
23.2 Consent of Deloitte & Touche, LLP, independent certified public accountants.
24.1* Power of Attorney is set forth on the signature page of the Company's initial filing of its Form S-8 (Filed on April 28,
1997).
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</TABLE>
*Document has been filed with the Commission and is incorporated by reference.
II-6
<PAGE> 1
FIRST AMENDMENT TO THE
COAST DENTAL SERVICES, INC. STOCK OPTION PLAN
The Coast Dental Services, Inc. Stock Option Plan (the "Plan")
is hereby amended in the following manner.
1. Purpose of the First Amendment. The purpose of the
First Amendment is to revise the provisions of the Plan to reflect recent
changes to the requirements of Securities and Exchange Commission Rule 16b-3
and to permit those members of the Board of Directors who are not employees of
the Company to participate.
2. Amendments. The Plan is hereby amended in the
following respects, effective as of the original effective date of the Plan:
A. Section 1 is amended by adding the word "and directors"
immediately after the phrase "...(and officers)..."
B Section 2.11 is amended by adding the words "or directors"
immediately after the word "employee."
C. The first sentence of Section 4.2 is amended by replacing the
phrase "disinterested person" with the phrase "nonemployee director."
D. Section 5 is revised by changing the current text of Section 5
into a Section 5.1, deleting the word only from the first sentence of
that paragraph, and restating the second sentence of the paragraph as
follows:
A director of the Company who is not also an officer or
employee of the Company or of one of its Subsidiaries shall
not be eligible to receive ISOs and shall be eligible to
receive any Awards under the Plan only to the extent provided
in Section 5.3.
E. Section 5 is further revised by adding the following new
paragraph as Section 5.2:
5.2 Named Executive Officers. Notwithstanding Section
4.1 or any other provisions of this Plan, any officer who is a
"named executive officer" for purposes of the Company's proxy
statements or a "covered employee" for purposes of Code
section 162(m) shall not be granted any Award unless the
grant has been approved by the Compensation Committee of the
Board of Directors.
F. Section 5 is further revised by adding the following new
paragraph as Section 5.3:
<PAGE> 2
5.3 Directors. Members of the Board of Directors who are
not officers or employees of the Company or any of its
Subsidiaries shall be eligible for Options or other Awards
under this Plan only to the extent specified in such general
policy on compensation of Nonemployee Directors as may be
established by the Board of Directors.
G. Section 6.3 is amended by revising the sixth sentence of
Section 6.3 in the following manner:
Except as provided in Section 9 hereof, no ISO may be
exercised at any time unless the Holder thereof is then an
employee of the Company or of a Subsidiary, and no other
Option may be exercised at any time unless the Holder is then
an employee or director of the Company or of a Subsidiary.
H. Section 6.3 is further amended by adding the following new
provision is added as a new paragraph at the end of such Section 6.3:
The Holder shall be deemed to have paid the full option price
due upon exercise of his or her Options, if his or her
irrevocable notice of exercise to the Company is accompanied
by an irrevocable instruction to the Company to deliver the
shares of Common Stock issuable upon exercise of the Options
promptly to a broker-dealer designated by the Holder for the
Holder's account, together with an irrevocable instruction to
such broker-dealer to sell at least that portion of the shares
necessary to pay the option price (and any related expenses
specified by the parties), and such portion of the sale
proceeds is delivered directly to the Company no later than
the settlement date. This cashless exercise alternative
shall not be available if, at the time of such exercise, the
Company determines that this procedure would subject the
Holder to liability under Section 16(b) of the Securities
Exchange Act of 1934.
I. Section 6.6 is revised by adding the following new sentence
after the end of the present paragraph:
Notwithstanding the foregoing, the Board of Directors may, in
its discretion, permit a Holder to transfer all or a portion
of his or her Nonqualified Stock Options to members of his or
her immediate family, to trusts for the benefit of members of
his immediate family, or to family
<PAGE> 3
limited partnerships in which immediate family members are the only
partners, provided that the Holder may receive no consideration for
such transfers, and that such Nonqualified Stock Options shall still
be subject to termination in accordance with Section 9 in the hands of
the transferee.
J. Section 9.7 is revised by adding the following new sentence:
For purposes of applying the preceding Sections 9.1, 9.2, 9.3,
9.4 and 9.5 to Nonqualified Options, "employment" shall be
deemed to include the Holder's service on the Board of
Directors, whether or not the Holder is also a common law
employee of the Company.
K. Section 15 is revised by deleting the phrase "September, 2001"
each place it appears, and replacing it with the words "October 20,
2006."
3. Authority to Amend the Plan. Section 15 of the Plan
provides that the Board of Directors of the Company may amend the Plan in such
respects as it shall deem advisable.
However, certain amendments, including amendments that
materially modify the requirements as to the eligibility for participation in
the Plan, may not be amended by the Board without the approval of the Company's
stockholders. Accordingly, the amendments set forth in Sections 2A, 2B, 2D,
2F, 2G and 2J shall be effective only if approved by stockholders holding a
majority of the Company's voting stock.
IN WITNESS WHEREOF, the undersigned, being the duly elected
and authorized Secretary of the Company, hereby certifies that this First
Amendment to the Plan was legally and validly approved by the Board of
Directors of Coast Dental Services, Inc.
COAST DENTAL SERVICES, INC.
By /s/ JOSEPH R. SMITH
---------------------------
Joseph R. Smith, Secretary
-3-
<PAGE> 1
EXHIBIT 23.2
INDEPENDENT AUDITORS' CONSENT
We hereby consent to the incorporation by reference in this Post Effective
Amendment No. 1 to Registration Statement on Form S-8/A 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, 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, 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, and our report relating to the financial statements
of West Coast Dental P.A. dated May 23, 1997 appearing in the Company's Form
8-K/A dated June 16, 1997.
/s/ Deloitte & Touche LLP
- ----------------------------
DELOITTE & TOUCHE LLP
Tampa, Florida
July 31, 1997
