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Registration No. 333-_____
As filed with the Securities and Exchange Commission on February 11, 2000
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
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SUPERIOR CONSULTANT HOLDINGS CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 38-3306717
(State or other Jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
4000 TOWN CENTER (248) 386-8300
SUITE 1100 (Telephone number, including
SOUTHFIELD, MICHIGAN 48075 area code, of registrant's
(Address, including zip code, of principal executive offices)
Registrant's principal executive offices)
SUPERIOR CONSULTANT HOLDINGS CORPORATION
LONG TERM INCENTIVE PLAN
(FULL TITLE OF THE PLAN)
RICHARD D. HELPPIE, JR.
CHIEF EXECUTIVE OFFICER
SUPERIOR CONSULTANT HOLDINGS CORPORATION
4000 TOWN CENTER
SUITE 1100
SOUTHFIELD, MICHIGAN 48075
(248) 386-8300
(Name, address, including zip code and telephone number,
including area code, of agent for service)
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<CAPTION>
CALCULATION OF REGISTRATION FEE
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Amount to be Proposed maximum Proposed maximum Amount of
Title of each registered(1) offering price per aggregate offering registration fee(2)
class of securities share(2) price(2)
to be registered
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<S> <C> <C> <C> <C>
Common Stock, par value 3,100,000 $15.25 $47,275,000 $12,481
$.01 per share
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(1) This Registration Statement includes any additional shares of the
registrant's Common Stock that may be issued pursuant to antidilution
provisions contained in the plan.
(2) Pursuant to Rule 457(h), the registration fee was computed on the basis of
the average of the high and low prices of the registrant's Common Stock on
February 10, 2000.
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PART II
INFORMATION REQUIRED IN THE
REGISTRATION STATEMENT
The contents of the Form S-8 Registration Statement under the
Securities Act of 1933, File No. 333-31547, which was filed with the Commission
on July 18, 1997 is incorporated by reference in this S-8 Registration
Statement.
2
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SIGNATURES
THE REGISTRANT. 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 Southfield, State of Michigan, on the 10th day
of February, 2000.
Superior Consultant Holdings Corporation
By: /s/ James T. House
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James T. House,
Chief Financial Officer
3
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POWER OF ATTORNEY
Know all men by these presents, that each person whose signature
appears below constitutes and appoints Richard T. Saslow and James T. House, and
each of them singly, his true and lawful attorneys-in-fact and agents, with full
power of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities (including his capacity as a director and/or
officer of Superior Consultant Holdings Corporation) to sign any and all
amendments (including post-effective amendments) to this Registration Statement,
and to file the same, with all exhibits thereto, 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
in and about the premises, 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 any of them, or their or his substitute or
substitutes, may lawfully do or cause to be done by virtue thereof.
IN WITNESS WHEREOF, the undersigned have executed this power of
attorney on the dates set forth below.
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<CAPTION>
SIGNATURE TITLE DATE
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<S> <C> <C>
/s/ Richard D. Helppie, Jr.
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Richard D. Helppie, Jr. Chairman, Chief Executive Officer and February 10, 2000
(Principal Executive Officer) Director
/s/ James T. House
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James T. House (Principal Financial and Chief Financial Officer February 9, 2000
Accounting Officer)
/s/ Richard P. Saslow
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Richard P. Saslow Vice President, General Counsel and February 9, 2000
Director
/s/ Charles O. Bracken
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Charles O. Bracken Vice Chairman, Executive February 10, 2000
Vice President and Director
/s/ Reginald M. Ballantyne III
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Reginald M. Ballantyne III Director February 11, 2000
/s/ Bernard J. Lachner
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Bernard J. Lachner Director February 10, 2000
/s/ Kenneth S. George
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Kenneth S. George Director February 11, 2000
/s/ John L. Silverman
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John L. Silverman Director February 10, 2000
/s/ Douglas S. Peters
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Douglas S. Peters Director February 10, 2000
/s/ C. Everett Koop
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C. Everett Koop Director February 11, 2000
</TABLE>
4
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EXHIBIT INDEX
Exhibit
Number Description of Exhibit
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4.1 Certificate of Incorporation of Superior Consultant Holdings
Corporation(1)
4.2 By-Laws of Superior Consultant Holdings Corporation(1)
4.3 First Amendment to Superior Consultant Holdings Corporation Long
Term Incentive Plan
4.4 Second Amendment to Superior Consultant Holdings Corporation Long
Term Incentive Plan.
5 Opinion of Sachnoff & Weaver, Ltd.
23 Consent of Grant Thornton LLP
24 Powers of Attorney (contained on the signature page hereto)
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(1) Incorporated by reference from the Company's Registration Statement on
Form S-1 as filed with the SEC on August 15, 1996 (File No. 333-10213), as
amended.
5
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Exhibit 4.3
FIRST AMENDMENT TO THE
SUPERIOR CONSULTANT HOLDINGS CORPORATION
LONG-TERM INCENTIVE PLAN
The Superior Consultant Holdings Corporation Long-Term Incentive Plan
(the "PLAN") is hereby amended, effective December 1, 1997, as follows:
1. The aggregate number of Shares as to which Awards may be granted
pursuant to Article III of the Plan shall be increased from 900,000 to
2,400,000.
2. Article VIII ("Formula Options") of the Plan, shall be amended to
read as follows:
A. Each Non-Employee Board Member shall be granted
automatically a Formula Option to purchase five thousand (5,000) Shares
upon his or her initial election and qualification as a Non-Employee
Board Member; and, thereafter, shall be granted automatically a Formula
Option to purchase five thousand (5,000) Shares upon each anniversary
of such Non-Employee Board Member's election, provided such person
remains an incumbent Non-Employee Board Member on such anniversary
date.
B. The purchase price of the Shares subject to the Formula
Option shall be equal to one hundred percent (100%) of the Fair Market
Value as of the date of grant.
C. Of the five thousand (5,000) Shares subject to each Formula
Option granted to a Non-Employee Board Member, three thousand (3,000)
Shares shall be fully exercisable upon grant in accordance with the
terms of this Plan. The remaining option to purchase two thousand
(2,000) Shares will become fully exercisable on the first anniversary
of the date of grant, provided that the Non-Employee Board Member shall
have attended all regularly scheduled meetings of the Board and shall
have participated in not less than eighty percent (80%) of all Board
conference calls scheduled on notice of not less than forty-eight (48)
hours. Failure to satisfy such Board attendance and participation
criteria shall result in the lapse of the option to purchase the
remaining two thousand (2,000) Shares as of the first anniversary of
the date of grant. If a Non-Employee Board Member shall cease to be a
director of the Company because of death or disability, all Shares for
which Formula Options have been granted and which have not otherwise
lapsed hereunder, shall be
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exercisable in accordance with Paragraphs G and H of Article VII. If a
Non-Employee Board Member ceases to be a director of the Company for
any reason other than death or disability, his or her right to exercise
the Formula Option, and the timing of such exercise, shall be governed
by the applicable provisions of Paragraph F of Article VII.
D. Formula Options shall be evidenced by an Award Agreement
which shall conform to the requirements of the Plan, and may contain
such other provisions not inconsistent therewith, as the Committee
shall deem advisable. The provisions of Article VII governing
Nonstatutory Options, and the exercise and issuance thereof, shall
apply to Formula Options to the extent such provisions are not
inconsistent with this Article VIII.
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Exhibit 4.4
SECOND AMENDMENT TO THE
SUPERIOR CONSULTANT HOLDINGS CORPORATION
LONG-TERM INCENTIVE PLAN
The Superior Consultant Holdings Corporation Long-Term Incentive Plan
shall be amended, effective May 6, 1999, as follows:
Article III ("SHARES SUBJECT TO THE PLAN") shall be amended to read as
follows:
The aggregate number of Shares as to which Awards may be
granted from time to time shall be four million (4,000,000) Shares
(subject to adjustments for stock splits, stock dividends, and other
adjustments described in Article XVIII hereof).
In accordance with Code Section 162(m), the aggregate number
of Shares to which Awards may be granted in any one calendar year to
any one Key Employee shall not exceed six hundred thousand (600,000)
Shares (subject to adjustment for stock splits, stock dividends, and
other adjustments described in Article XVIII hereof).
From time to time, the Committee and appropriate officers of
the Company shall take whatever actions are necessary to file required
documents with governmental authorities and stock exchanges so as to
make Shares available for issuance pursuant to the Plan. Shares subject
to Awards that are forfeited, terminated, expired unexercised, canceled
by agreement of the Company and the Participant, settled in cash in
lieu of Common Stock, or in such manner that all or some of the Shares
covered by such Awards are not issued to a Participant, or are
exchanged for Awards that do not involve Common Stock, shall
immediately become available for Awards. Awards payable in cash shall
not reduce the number of Shares available for Awards under the Plan.
Except as otherwise set forth herein, the aggregate number of
Shares as to which Awards may be granted shall be subject to change
only by means of an amendment of the Plan duly adopted by the Company
and approved by the stockholders of the Company within one year before
or after the date of adoption of the Amendment.
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Exhibit 5
[LETTERHEAD OF SACHNOFF & WEAVER, LTD.]
February 11, 2000
Superior Consultant Holdings Corporation
4000 Town Center
Suite 1100
Southfield, Michigan 48075
RE: REGISTRATION STATEMENT ON FORM S-8
SUPERIOR CONSULTANT HOLDINGS CORPORATION LONG-TERM INCENTIVE PLAN
Gentlemen:
We have acted as counsel for Superior Consultant Holdings Corporation
(the "COMPANY") in connection with the Registration Statement on Form S-8 filed
by the Company with the Securities and Exchange Commission to effect the
registration, pursuant to the Securities Act of 1933, of 3,100,000 shares of
common stock, $0.01 par value (the "COMMON STOCK"), which may be offered by the
Company under the above-referenced plan (the "PLAN").
In connection with this opinion, we have relied as to matters of fact,
without investigation, upon certificates of public officials and others and upon
affidavits, certificates and statements of directors, officers and employees of,
and the accountants for, the Company. We also have examined originals or copies,
certified or otherwise identified to our satisfaction, of such corporate and
other instruments, documents and records as we have deemed relevant and
necessary to examine for the purpose of this opinion, including the Plan. In
addition, we have reviewed such questions of law as we have considered necessary
and appropriate for the purposes of this opinion.
We have assumed the accuracy and completeness of all documents and
records that we have reviewed, the genuineness of all signatures, the due
authority of the parties signing such documents, the authenticity of all
documents submitted to us as originals, the conformity to original documents of
all the documents submitted to us as certified or photostatic copies and the
authenticity of the originals of such latter documents.
Based upon and subject to the foregoing, we advise you that, in our
opinion, the shares of Common Stock proposed to be offered by the Company as set
forth in the
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Registration Statement have been duly authorized for issuance and, when issued
and sold in accordance with the Superior Consultant Holdings Corporation
Long-Term Incentive Plan referred to in the Registration Statement, such shares
will be validly issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
above-referenced Registration Statement. In giving this consent, we do not
hereby admit that we are in the category of persons whose consent is required
under Section 7 of the Securities Act of 1933 or the rules and regulations of
the Securities and Exchange Commission.
We express no opinions as to matters under or involving any laws other
than the federal laws of the United States of America and the General
Corporation Law of the State of Delaware.
Very truly yours,
/s/ SACHNOFF & WEAVER, LTD.
SACHNOFF & WEAVER, LTD.
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EXHIBIT 23
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We have issued our report dated February 25, 1999 accompanying the consolidated
financial statements of Superior Consultant Holdings Corporation and
Subsidiaries appearing in the Annual Report on Form 10-K for the year ended
December 31, 1998. We consent to the incorporation by reference of said report
in the Registration Statement on Form S-8.
/s/ GRANT THORNTON LLP
Southfield, Michigan
February 9, 2000
