<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 7, 1997
REGISTRATION NO. 333-
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- -------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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BRIGHT HORIZONS, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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DELAWARE 8351 04-3390321
(PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER
(STATE OR OTHER CLASSIFICATION CODE NUMBER) IDENTIFICATION NO.)
JURISDICTION OF
INCORPORATION OR
ORGANIZATION)
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ONE KENDALL SQUARE, BUILDING 200, CAMBRIDGE, MASSACHUSETTS 02139, (617) 577-
8020
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
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ROGER H. BROWN, CHIEF EXECUTIVE OFFICER
ONE KENDALL SQUARE, BUILDING 200, CAMBRIDGE, MASSACHUSETTS 02139, (617) 577-
8020
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
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COPIES TO:
ALFRED O. ROSE, ESQ. LESLIE E. DAVIS, ESQ.
ROPES & GRAY TESTA, HURWITZ & THIBEAULT, LLP
ONE INTERNATIONAL PLACE 125 HIGH STREET
BOSTON, MASSACHUSETTS 02110-2624 BOSTON, MASSACHUSETTS 02110
(617) 951-7000 (617) 248-7000
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after the Registration Statement becomes effective.
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box: [_]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering: [X] 333-14981
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering: [_]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box: [_]
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CALCULATION OF REGISTRATION FEE
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<TABLE>
<CAPTION>
PROPOSED PROPOSED
AMOUNT MAXIMUM MAXIMUM
TITLE OF EACH CLASS OF TO BE OFFERING PRICE AGGREGATE AMOUNT OF
SECURITIES TO BE REGISTERED REGISTERED(1) PER SHARE(2) OFFERING PRICE(2) REGISTRATION FEE
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<S> <C> <C> <C> <C>
Common Stock, $.01 par
value................. 310,500 shares $13.00 $4,036,500 $1,224.00
</TABLE>
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(1) All of the shares are to be sold by the Selling Stockholders. Includes
40,500 shares which the Underwriters have the option to purchase from the
Selling Stockholders to cover over-allotments, if any.
(2) Estimated solely for the purpose of calculating the amount of the
registration fee pursuant to Rule 457(a) under the Securities Act of 1933,
as amended.
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<PAGE>
This registration statement is being filed with respect to the registration
of additional shares of common stock, par value $.01 per share, of Bright
Horizons, Inc., a Delaware corporation, for an offering pursuant to Rule
462(b) under the Securities Act of 1933, as amended. The contents of the
earlier effective registration statement (File No. 333-14981) are incorporated
in this registration statement by reference.
The required opinions and consents are listed on an Exhibit Index attached
hereto and filed herewith.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Cambridge, MA on this
7th day of November, 1997.
Bright Horizons, Inc.
By: /s/ Roger H. Brown
------------------------------------
ROGER H. BROWN
CHAIRMAN OF THE BOARD AND
CHIEF EXECUTIVE OFFICER
POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed below by the following persons in the capacities and
on the dates indicated.
SIGNATURE TITLE DATE
/s/ Roger H. Brown Chairman of the November 7,
- ------------------------------------ Board and Chief 1997
ROGER H. BROWN Executive Officer
(Principal
Executive Officer)
* Chief Financial November 7,
- ------------------------------------ Officer and 1997
ELIZABETH J. BOLAND Treasurer
(Principal
Financial Officer
and Principal
Accounting
Officer)
* Director November 7,
- ------------------------------------ 1997
JOSHUA BEKENSTEIN
* Director November 7,
- ------------------------------------ 1997
ROBERT S. BENSON
* Director November 7,
- ------------------------------------ 1997
JOHN M. REYNOLDS
* Director November 7,
- ------------------------------------ 1997
SARA LAWRENCE-LIGHTFOOT
<PAGE>
SIGNATURE TITLE DATE
* Director November 7,
1997
- -------------------------------------
* Director November 7,
1997
ERNEST C. PARIZEAU
- -------------------------------------
* Director November 7,
LINDA A. MASON 1997
- -------------------------------------
REBECCA HAAG
/s/ Roger H. Brown
*By__________________________________
ROGER H. BROWN, ATTORNEY-IN-FACT
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT SEQUENTIAL
NUMBER DESCRIPTION PAGE NO.
------- ----------- ----------
<C> <S> <C>
5 -- Opinion of Ropes & Gray 6
23.1 -- Consent of Ropes & Gray (See Exhibit 5) 6
23.2 -- Consent of Price Waterhouse LLP 8
24+ -- Power of Attorney
</TABLE>
+ Filed as Exhibit 24 to the Registrant's Registration Statement on Form S-1
(File No. 333-14981) filed with the Commission on October 29, 1996.
<PAGE>
Exhibit 5
[Ropes & Gray letterhead appears here]
November 7, 1997
Bright Horizons, Inc.
One Kendall Square
Building 200
Cambridge, MA 02139
Ladies and Gentlemen:
This opinion is furnished to you in connection with a registration statement
on Form S-1 (the "Registration Statement"), filed with the Securities and
Exchange Commission (the "Commission") pursuant to Rule 462(b) under the
Securities Act of 1933, as amended, for the registration of 310,500 shares of
Common Stock, $.01 par value (the "Shares"), of Bright Horizons, Inc., a
Delaware corporation (the "Company"). The shares are being registered thereby in
addition to 3,105,000 shares of the same class originally registered on Form S-1
(Registration No. 333-14981) and are to be sold pursuant to an underwriting
agreement (the "Underwriting Agreement") entered into among the Company and BT
Alex. Brown Incorporated and EVEREN Securities, Inc., as representatives of the
several underwriters named in Schedule I to the Underwriting Agreement.
We have acted as counsel for the Company in connection with matters related
to the Registration Statement. For purposes of our opinion, we have examined and
relied upon such documents, records, certificates and other instruments as we
have deemed necessary.
We express no opinion as to the applicability or compliance with or effect
of Federal law or of the law of any jurisdiction other than The Commonwealth of
Massachusetts and the General Corporation Law of the State of Delaware.
Based on the foregoing, we are of the opinion that upon the filing with the
Secretary of State of the State of Delaware of the Amended and Restated
Certificate of Incorporation in the form approved by the Board of Directors and
the stockholders of the Company, the Shares will be duly authorized, validly
issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as part of the Registration
Statement and to the use of our name therein and in the related prospectus under
the caption "Validity of Common Stock."
This opinion is to be used only in connection with the offer and sale of the
Shares while the Registration Statement is in effect.
Very truly yours,
/s/ Ropes & Gray
Ropes & Gray
<PAGE>
EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-1 (filed pursuant to Rule 462(b)) of our reports dated
August 1, 1997, except as to the reverse stock split described in Note 14,
which is as of October 8, 1997 and July 2, 1996, relating to the financial
statements of Bright Horizons, Inc. and GreenTree Child Care Services, Inc.,
respectively, which appear in the Registration Statement on Form S-1 filed on
October 29, 1996 (File No. 333-14981). We also consent to the incorporation by
reference of our report dated August 1, 1997 to the Financial Statement
Schedule for the three years ended June 30, 1997 listed under Item 16(b) of
such Registration Statement (File No. 333-14981) when such schedule is read in
conjunction with the financial statements referred to in our report. The
audits referred to in our report dated August 1, 1997 also included this
schedule. We also consent to the references to us under the headings "Experts"
and "Selected Financial and Operating Data" in such Registration Statement.
However, it should be noted that Price Waterhouse LLP has not prepared or
certified such "Selected Financial and Operating Data."
/s/ Price Waterhouse LLP
Price Waterhouse LLP
Boston, Massachusetts
November 7, 1997
