<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 20, 1997.
REGISTRATION NO. 333-_____
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
VISION TWENTY-ONE, INC.
(Exact name of registrant as specified in its charter)
FLORIDA 59-3384581
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
7209 BRYAN DAIRY ROAD
LARGO, FLORIDA 33777
(813) 595-4300
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
VISION TWENTY-ONE, INC.
1996 STOCK INCENTIVE PLAN
(Full Title of Plan)
Theodore N. Gillette, O.D.
Chief Executive Officer and President
Vision Twenty-One, Inc.
7209 Bryan Dairy Road
Largo, Florida 33777
(813) 545-4300
(Name, Address and Telephone number of
Agent for Service)
Copies to:
Darrell C. Smith, Esquire
Shumaker, Loop & Kendrick, LLP
101 E. Kennedy Blvd., Suite 2800
Tampa, Florida 33602
(813) 229-7600
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
============================================================================================================================
TITLE OF SECURITIES AMOUNT TO BE PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TO BE REGISTERED REGISTERED OFFERING AGGREGATE REGISTRATION FEE
PRICE PER SHARE OFFERING PRICE
- ----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Shares $.001 Par Value 933,333 shares $12.6875(1) $11,841,662(1) $3,589
============================================================================================================================
</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 National Market
for the common stock on October 17, 1997.
<PAGE> 2
PART I
INFORMATION REQUIRED IN THE PROSPECTUS
Note: The documents containing the information concerning the Vision
Twenty-One, Inc. 1996 Stock Incentive 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 description of the Company's common stock contained
in its Registration Statement on Form S-1, filed under the
Securities Act on June 13, 1997, File No. 333-29213.
(b) The Prospectus filed by the Company pursuant to Rule 424(b)
under the Securities Act on August 18, 1997.
(c) The Company's Form 8-A filed by the Company pursuant to the
Securities and Exchange Act of 1934, as amended ("the
Exchange Act") on August 12, 1997.
(d) The Company's Form 8-K filed October 1, 1997 related to the
Company's acquisitions of Retina Associates Southwest,
Florida Eye Center and Managed Health Services.
All documents filed by the Company with the Commission pursuant to
Sections 13(a), 13(c), 14, and 15(d) of 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.
The Company's legal counsel, Shumaker, Loop & Kendrick of Tampa,
Florida, is giving the Company an opinion upon the legality of the issuance of
the shares of Common Stock being offered hereby. As of October 1, 1997, certain
attorneys in the firm of Shumaker, Loop & Kendrick beneficially owned a total
of 17,000 shares of the Common Stock of the Company.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Company's Articles of Incorporation (the "Articles") provide that
a director will not be personally liable 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 intentional misconduct or knowing violations of laws; (iii) for
liability under the Florida Business Corporation Act (relating to certain
unlawful dividends, stock repurchases or stock redemptions); or (iv) for any
transaction from which the director derived any improper personal benefit. The
Company's by-laws provide 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 Florida
Business Corporation Act.
II-2
<PAGE> 3
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 Articles 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 Securities
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 Securities Act and will be governed
by the final adjudication of such issue.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
EXHIBIT
NUMBER EXHIBIT DESCRIPTION
3.1 Amended and Restated Articles of Incorporation of Vision Twenty-One,
Inc.(previously filed on June 13, 1997 as Exhibit 3.1 in the
Company's Registration Statement on Form S-1, File No. 333-29213).*
3.2 By-Laws of Vision Twenty-One, Inc.(previously filed as Exhibit 3.2
to the Company's Registration Statement on Form S-1, File No.
333-29213, filed on June 13, 1997).*
4.1 Vision Twenty-One, Inc. 1996 Stock Incentive Plan (previously
filed as Exhibit 10.5 to the Company's Registration Statement on Form
S-1, File No. 333-29213, filed on June 13, 1997).*
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 Ernst & Young, LLP, independent certified public
accountants.
24.1 Power of Attorney (included in signature page).
------------------
*Document has been filed with the Commission and is incorporated by reference.
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
II-3
<PAGE> 4
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 1996 Stock Incentive 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 registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Largo, State of Florida this 15th day of October,
1997.
VISION TWENTY-ONE, INC.
By: /s/ Theodore N. Gillette
--------------------------------------
Theodore N. Gillette, Chief Executive
Officer
By: /s/ Richard T. Welch
---------------------------------------
Richard T. Welch, 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 Vision Twenty-One, Inc., hereby constitutes and appoints
Theodore N. Gillette, Chief Executive of the Company, and Richard T. Welch,
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 Vision
Twenty-One, Inc. 1996 Stock Incentive 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.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Dr. Theodore N. Gillette, O.D. Chief Executive Officer, October 15, 1997
- ------------------------------------ President and Chairman of the Board
Dr. Theodore N. Gillette, O.D.
/s/ Dr. Richard L. Sanchez Chief Development Officer, Secretary and Director October 15, 1997
- ------------------------------------
Dr. Richard L. Sanchez
/s/ Richard T. Welch Chief Financial Officer, Treasurer and Director October 15, 1997
- ------------------------------------
Richard T. Welch
/s/ Richard L. Lindstrom, M.D. Chief Medical Officer and Director October15, 1997
- ------------------------------------
Richard L. Lindstrom, M.D.
/s/ Peter J. Fontaine Director October 15, 1997
- ------------------------------------
Peter J. Fontaine
/s/ Herbert U. Pegues, II, M.D. Director October 15, 1997
- ------------------------------------
Herbert U. Pegues, II, M.D.
/s/ Bruce S. Maller Director October 15, 1997
- ------------------------------------
Bruce S. Maller
/s/ Jeffrey I. Katz, M.D. Director October 15, 1997
- ------------------------------------
Jeffrey I. Katz, M.D.
</TABLE>
II-5
<PAGE> 6
EXHIBIT INDEX
EXHIBIT
NUMBER EXHIBIT DESCRIPTION
- ------ -------------------
3.1 Amended and Restated Articles of Incorporation of Vision
Twenty-One, Inc. (previously filed on June 13, 1997 as Exhibit
3.1 in the Company's Registration Statement on Form S-1, File No.
333-29213)."
3.2 By-Laws of Vision Twenty-One, Inc. (previously filed as Exhibit
3.2 to the Company's Registration Statement on Form S-1, File No.
333-29213, filed on June 13, 1997).*
4.1 Vision Twenty-One, Inc. 1996 Stock Incentive Plan (previously
filed on June 13, 1997, as Exhibit 10.5 to the Company's
Registration Statement on Form S-1, File No. 333-29213).*
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 Ernst & Young, LLP, independent certified public
accountants.
24.1 Power of Attorney (included in Signature page).
- ---------------------
*Document has been previously filed with the Commission and is incorporated
herein by reference.
II-6
<PAGE> 1
[SHUMAKER, LOOP & KENDRICK, LLP LETTERHEAD]
October 16, 1997
Vision Twenty-One, Inc.
7209 Bryan Dairy Road
Largo, FL 33777
Re: Registration Statement on Form S-8 for the
Vision Twenty-One, Inc. 1996 Stock Incentive Plan
Dear Ladies and Gentlemen:
We have acted as counsel to Vision Twenty-One, Inc., a Florida
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 933,333 shares of Common Stock, $.001
par value per share ("Common Stock"), issuable to eligible participants under
the Company's 1996 Stock Incentive 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.
<PAGE> 2
Vision Twenty-One, Inc.
October 16, 1997
Page 2
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.
This opinion shall be limited to the laws of the State of Florida 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
<PAGE> 1
Exhibit 23.2
Consent of Independent Auditors
We consent to the incorporation by reference in the Registration Statement (Form
S-8) pertaining to the Vision Twenty-One, Inc. 1996 Stock Incentive Plan of our
reports as follows in the Prospectus of Vision Twenty-One, Inc. dated August 18,
1997 for the registration of 2,100,000 shares of its common stock.
<TABLE>
<CAPTION>
Report on Financial Statements Report Date
<S> <C>
Vision Twenty-One, Inc. and Subsidiaries March 22, 1997, except for
Note 11, as to which the date
is July 29, 1997
Schedule 1--Valuation and Qualifying Accounts July 29, 1997
Gillette, Beiler & Associates, P.A. March 22, 1997
Northwest Eye Specialists, P.L.L.C. January 15, 1997
Cambridge Eye Clinic, P.A. - John W. Lahr,
Optometrist, P.A. and Eyeglass Express Optical Lab, Inc. January 10, 1997
J & R Kennedy, O.D., P.A. and Roseville Opticians, Inc. March 21, 1997
Lindstrom, Samuelson & Hardten Ophthalmology
Associates, P.A. and Vision Correction Centers, Inc. January 14, 1997
Jerald B. Turner, M.D., P.A. February 26, 1997
Eye Institute of Southern Arizona, P.C. January 15, 1997
Optometric Eye Care Centers, P.A. January 17, 1997
Dr. Smith and Associates, P.A. #6950, Dr. Smith and
Associates, P.A. #6958, and Dr. Smith and
Associates, P.A. #6966 January 17, 1997
Daniel B. Feller, M.D., P.C., d/b/a Paradise Valley
Eye Specialists; Eye Specialists of Arizona
Network, P.C.; and Sharona Optical, Inc. January 17, 1997
</TABLE>
/s/ Ernst & Young LLP
October 17, 1997
Tampa, Florida
