<PAGE>
As filed with the Securities and Exchange Commission on February 5, 1998
File No. 333-______________
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
__________________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
__________________________
BRIGHT HORIZONS, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 04-3390321
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
One Kendall Square, Building 200
Cambridge, Massachusetts 02139
(Address of principal executive offices, including zip code)
BRIGHT HORIZONS, INC. 1987 STOCK OPTION AND INCENTIVE PLAN
BRIGHT HORIZONS, INC. 1996 EQUITY INCENTIVE PLAN
BRIGHT HORIZONS, INC. 1997 EQUITY INCENTIVE PLAN
__________________________
(Full title of the plan)
Roger H. Brown
Chief Executive Officer
Bright Horizons, Inc.
One Kendall Square, Building 200
Cambridge, Massachusetts 02139
(617) 577-8020
__________________________
(Name, Address and Telephone Number, including Area Code, of Agent for Service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Title Of Securities Amount To Be Proposed Maximum Proposed Maximum Amount Of
To Be Registered Registered Offering Price Aggregate Offering Registration
Per Share Price (1) Fee
- --------------------------------------------------------------------------------================
<S> <C> <C> <C> <C>
Common Stock,
Par Value $.01 1,348,484 shares (1) $16,224,412 $4,787
================================================================================================
</TABLE>
/(1)/ Determined pursuant to Rule 457(h) solely for the purpose of determining
the registration fee. 829,424 of the shares being registered are subject
to outstanding options on the date hereof and have an average exercise
price of $6.89 per share and an aggregate exercise price of $5,713,447.
There are 519,060 shares available for grant under the 1997 Equity
Incentive Plan at option exercise prices still to be determined. The
maximum per share and aggregate offering prices for these shares have been
determined on the basis of the average of the high and low prices of the
Common Stock reported on the National Association of Security Dealers,
Inc. Automated Quotations National Market System on February 2, 1998 to be
$20.25 and $10,510,965, respectively.
Exhibit Index on page II-5;
Page 1 of 8 pages.
================================================================================
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
---------------------------------------
Bright Horizons, Inc. (the "Registrant" or the "Company") hereby
incorporates the following documents herein by reference:
(a) Prospectus filed with the Securities and Exchange Commission (the
"Commission") on November 7, 1997 pursuant to Rule 424(b)(4) under
the Securities Act of 1933, as amended, on November 7, 1997, in
connection with the Registrant's initial public offering of Common
Stock pursuant to a Registration Statement on Form S-1 (File No.
333-14981).
(b) Quarterly Report on Form 10-Q for the quarter ended September 30,
1997 filed with the Commission on December 3, 1997.
(c) Description of the Company's Common Stock contained in its
Registration Statement on Form 8-A, File No. 000-23273.
All documents subsequently filed by the Registrant or the Plan pursuant to
Section 13(a), Section 13(c), Section 14 and Section 15(d) of the Exchange Act
prior to the filing of a post-effective amendment to this Registration Statement
that indicates that all securities offered have been sold or which deregisters
all securities then remaining unsold, shall be deemed to be incorporated herein
by reference from the date of filing of such documents.
Item 4. Description of Securities.
-------------------------
Not applicable.
Item 5. Interests of Named Experts and Counsel.
--------------------------------------
Not applicable.
Item 6. Indemnification of Directors and Officers.
-----------------------------------------
The Registrant's Amended and Restated Certificate of Incorporation
provides that the directors of the Registrant shall not be liable to the
Registrant or its stockholders for monetary damages for breach of fiduciary duty
as a director, except to the extent otherwise required by the Delaware General
Corporation Law. The Amended and Restated Certificate of Incorporation also
provides that the Registrant shall indemnify its directors and officers to the
fullest extent permitted by the Delaware General Corporation Law.
Item 7. Exemption From Registration Claimed.
-----------------------------------
Not applicable.
Item 8. Exhibits.
--------
Exhibit
4.1. Amended and Restated Certificate of Incorporation of the
Registrant (incorporated by reference to Exhibit 3.1. of the
Registrant's Registration Statement on Form S-1, File No. 333-
14981).
II-1
<PAGE>
4.2. Amended and Restated By-Laws of the Registrant (incorporated by
reference to Exhibit 3.2. of the Registration Statement on Form
S-1, File No. 333-14981).
5. Opinion of Ropes & Gray.
23.1. Consent of Price Waterhouse LLP.
23.2. Consent of Ropes & Gray (See Exhibit 5).
24. Power of Attorney (Included on Signature Page).
Item 9. Undertakings.
------------
(a) The undersigned Registrant hereby undertakes:
(1) to file, during any period in which offers or 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 thereof), which,
individually or in the aggregate, represent a fundamental change in
the information set forth in the registration statement, and (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;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) shall not
-------- -------
apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed
by the registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in
the registration statement;
(2) 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 herein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof;
(3) 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.
(b) The undersigned Registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act of 1933, each
filing of the Registrant's annual report pursuant to Section 13(a) or
Section 15(d) of the Securities Exchange Act of 1934 that is
incorporated by reference in the registration statement 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) Insofar as indemnification for liabilities arising 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 the payment by the Registrant of expenses
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.
II-2
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, 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 on Form S-8 to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Cambridge, The Commonwealth of Massachusetts, on
this 4th day of February, 1998.
BRIGHT HORIZONS, INC.
By:/s/ Roger H. Brown
--------------------------------------
Name: Roger H. Brown
Title: Chairman of the Board and
Chief Executive Officer
POWER OF ATTORNEY
-----------------
Pursuant to the requirement of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated. Each person whose signature appears
below hereby authorizes and constitutes Roger H. Brown and Elizabeth J. Boland,
and each of them singly, his or her true and lawful attorneys with full power to
them, and each of them singly, to sign for him or her and in his or her name in
the capacities indicated below any and all amendments (including post-effective
amendments) to this Registration Statement and to file the same, with exhibits
thereto, and other documents in connection therewith, and he or she hereby
ratifies and confirms his or her signature as it may be signed by said
attorneys, or any of them, to any and all such amendments.
Signature Capacity in Which Signed Date
- --------- ------------------------ ----
/s/ Roger H. Brown
- ----------------------- Chairman of the Board and February 4, 1998
Roger H. Brown Chief Executive Officer
(Principal Executive Officer)
/s/ Elizabeth J. Boland
- ----------------------- Chief Financial Officer and February 4, 1998
Elizabeth J. Boland Treasurer (Principal Financial
Officer and Principal
Accounting Officer)
/s/ Linda A. Mason
- ----------------------- Director February 4, 1998
Linda A. Mason
/s/ Joshua Bekenstein
- ----------------------- Director February 4, 1998
Joshua Bekenstein
- ------------------------ Director February 4, 1998
William H. Donaldson
II-3
<PAGE>
/s/ Robert S. Benson
- -------------------------- Director February 4, 1998
Robert S. Benson
/s/ John M. Reynolds
- -------------------------- Director February 4, 1998
John M. Reynolds
/s/ Sara Lawrence-Lightfoot
- --------------------------- Director February 4, 1998
Sara Lawrence-Lightfoot
/s/ Ernest C. Parizeau
- --------------------------- Director February 4, 1998
Ernest C. Parizeau
/s/ Rebecca Haag
- --------------------------- Director February 4, 1998
Rebecca Haag
II-4
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Number Title of Exhibit Page
- ------------------------- ----------------------------------- ----
<S> <C> <C>
4.1. Amended and Restated
Certificate of Incorporation of
Registrant (incorporated by
reference to Exhibit 3.1. of the
Registrant's Registration
Statement on Form S-1, File
No. 333-14981).
4.2. Amended and Restated By-
Laws of Registrant
(incorporated by reference to
Exhibit 3.2. of the Registrant's
Registration Statement on Form
S-1, File No. 333-14981).
5. Opinion of Ropes & Gray.
23.1. Consent of Price Waterhouse
LLP.
23.2. Consent of Ropes & Gray
(See Exhibit 5).
24. Power of Attorney (Included on
Signature Page).
</TABLE>
<PAGE>
EXHIBIT 5
---------
[ROPES & GRAY LETTERHEAD APPEARS HERE]
February 4, 1998
Bright Horizons, Inc.
One Kendall Square, Suite 200
Cambridge, MA 02139
Re: Bright Horizons, Inc.
---------------------
Ladies and Gentlemen:
This opinion is furnished to you in connection with a registration
statement on Form S-8 (the "Registration Statement"), filed with the Securities
and Exchange Commission under the Securities Act of 1933, as amended, for the
registration of 1,348,484 shares of Common Stock, $.01 par value (the "Shares"),
of Bright Horizons, Inc., a Delaware corporation (the "Company").
We have acted as counsel for the Company and are familiar with the action
taken by the Company in connection with the Company's 1987 Stock Option and
Incentive Plan, the Company's 1996 Equity Incentive Plan and the Company's 1997
Equity Incentive Plan (collectively, the "Plans"). For purposes of this opinion,
we have examined the Plans and such other documents, records, certificates, and
other instruments as we have deemed necessary.
We express no opinion as to the applicability of compliance with or effect
of Federal Law or 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 the Shares have been
duly authorized and, when the Shares have been issued and sold and consideration
received therefor by the Company in accordance with the terms of the Plans, the
Shares will be validly issued, fully paid, and non-assessable.
We, hereby, consent to your filing this opinion as an exhibit to the
Registration Statement. It is understood that 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 23.1
------------
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated August 1, 1997, except as to the
reverse stock split described in Note 14, which is as of October 8, 1997,
relating to the consolidated financial statements of Bright Horizons, Inc., and
our report dated July 2, 1996 relating to the financial statements of GreenTree
Child Care Services, Inc., which appear in the Prospectus filed on November 7,
1997 pursuant to Rule 424(b)(4) in connection with the Registration Statement on
Form S-1 (File No. 333-14981). We also consent to the references to us under the
headings "Experts" and "Selected Financial and Operating Data" in such
Prospectus. However, it should be noted that Price Waterhouse LLP has not
prepared or certified such "Selected Financial and Operating Data."
/s/ Price Waterhouse LLP
Boston, Massachusetts
February 5, 1998
