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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 18, 1998
REGISTRATION NO.
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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AMERIPATH, INC.
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(Exact name of Registrant as specified in its charter)
DELAWARE 65-0642485
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(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification Number)
7289 GARDEN ROAD, SUITE 200
RIVIERA BEACH, FLORIDA 33404
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(Address of Principal Executive Offices)
AMERIPATH, INC. 1996 AMENDED AND RESTATED STOCK OPTION PLAN
AMERIPATH, INC. 1996 DIRECTORS STOCK OPTION PLAN
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(Full title of the Plans)
JAMES C. NEW
PRESIDENT AND CHIEF EXECUTIVE OFFICER
AMERIPATH, INC.
7289 GARDEN ROAD, SUITE 200
RIVIERA BEACH, FLORIDA 33404
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(Name and address of agent for service)
(561) 845-1850
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(Telephone number, including area code,
of agent for service)
Copy to:
Keith Wasserstrom, Esq.
Greenberg, Traurig, Hoffman, Lipoff, Rosen & Quentel, P.A.
515 East Las Olas Boulevard, Suite 1500
Fort Lauderdale, Florida 33301
(954) 768-8281
CALCULATION OF REGISTRATION FEE
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TITLE OF AMOUNT TO BE PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
SECURITIES TO BE REGISTERED OFFERING PRICE PER SHARE AGGREGATE OFFERING REGISTRATION FEE
REGISTERED (1) PRICE(2)
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<S> <C> <C> <C> <C>
COMMON STOCK, 2,357,600 $16 $25,323,011.4 $8,356.60
$.01 PAR VALUE shares
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</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee and
computed in accordance with Rule 457(h).
(2) Computed in accordance with Rule 457(h) on the basis of (i) the actual
exercise price of (a) $1.11 for 211,600, (b)$1.67 for 378,011, (c) $8.33
for 260,100, (d) $10 for 312,000 and. (e) $16.75 for 48,000 of the options
to purchase Common Stock being registered which have already been granted
and, (ii) the average of the high and low sale price of the Common Stock
on March 16, 1998 with respect to the future 1,147,889 shares of subject
to future grants or options.
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PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
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ITEM 1. INCORPORATION OF DOCUMENTS BY REFERENCE
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The Registrant hereby incorporates by reference into this Registration
Statement the following documents:
(i) the Prospectus, included in the Registrant's registration
statement on Form S-1 (No. 333-34265) in connection with the
Registrants Initial Public Offering, as filed with the
Securities and Exchange Commission, effective October 21,
1997 ("the Prospectus");
(ii) All other reports filed by the Registrant pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act") since the date of the
Prospectus; and
(iii) the description of the Registrant's Common Stock contained in
the Prospectus
All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment which indicates that all securities offered hereby have
been sold or which deregisters all securities than remaining unsold, shall be
deemed to be incorporated herein by reference and to be a part hereof from the
date of filing of such documents.
ITEM 2. DESCRIPTION OF SECURITIES
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Not applicable.
ITEM 3. INTERESTS OF NAMED EXPERTS AND COUNSEL
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Not applicable.
ITEM 4. INDEMNIFICATION OF OFFICERS AND DIRECTORS
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The Registrant has authority under Section 145 of the Delaware General
Corporation Law to indemnify its directors and officers to the extent provided
for in such statute. The Registrant's Articles of Incorporation provide that the
Registrant shall indemnify and may insure its officers and directors to the
fullest extent not prohibited by law.
The provisions of the Delaware General Corporation Law that authorize
indemnification do not eliminate the duty of care of a director. In general,
directors and officers will avoid liability only if they acted in good faith and
in a manner reasonably believed to be in or not opposed to the best interest of
a corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe their conduct was unlawful.
At present, there is no pending litigation or other proceeding
involving a director or officer of the Registrant as to which indemnification is
being sought, nor is the Registrant aware of any threatened litigation that may
result in claims for indemnification by any officer or director.
ITEM 5. EXEMPTION FROM REGISTRATION CLAIMED
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Not applicable.
ITEM 6. EXHIBITS
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See "Exhibit Index" on page 5 below.
ITEM 7. UNDERTAKINGS
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(a) The undersigned Registrant hereby undertakes:
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(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 therein, 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.
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SIGNATURES
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 Riviera Beach, State of Florida, on March 18, 1998.
AMERIPATH, INC.
By: /s/ JAMES C. NEW
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James C. New
President and Chief Executive Officer
POWER OF ATTORNEY
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KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints James C. New and Robert P. Wynn
his true and lawful attorneys-in-fact, each acting alone, with full powers of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any or all amendments, including any
post-effective amendments, to this Registration Statement, and any additional
registration statements filed under the Securities Act of 1933 relating hereto,
and to file the same, with exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, hereby ratifying and
confirming all that said attorneys-in-fact or their substitutes, each acting
alone, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on March 18, 1998.
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SIGNATURE TITLE
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<S> <C> <C>
/s/ JAMES C. NEW President, Chief Executive Officer and
----------------------------- Director (principal executive officer)
James C. New
/s/ ALAN LEVIN, M.D. Chief Operating Officer and Director
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Alan Levin, M.D.
/s/ ROBERT P. WYNN Executive Vice President and Chief
----------------------------- Financial Officer (principal financial
Robert P. Wynn officer and principal accounting officer)
/s/ THOMAS S. ROBERTS Chairman of the Board and Director
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Thomas S. Roberts
/s/ TIMOTHY KILPATRICK, M.D. Director
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Timothy Kilpatrick, M.D.
/s/ C. ARNOLD RENSCHLER, M.D. Director
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C. Arnold Renschler, M.D.
/s/ E. ROE STAMPS, IV Director
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E. Roe Stamps, IV
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EXHIBIT INDEX
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EXHIBIT NUMBER DESCRIPTION
<S> <C> <C>
4.1 AmeriPath, Inc. 1996 Amended and Restated
Stock Option Plan*
4.2 AmeriPath, Inc. 1996 Director Stock Option
Plan*
5 Opinion of Greenberg, Traurig, Hoffman,
Lipoff, Rosen & Quentel, P.A., and consent of
counsel
23.1 Consent of Greenberg, Traurig, Hoffman,
Lipoff, Rosen & Quentel, P.A. is contained in
its opinion included as Exhibit 5 hereof
23.2 Consent of Deloitte & Touche LLP
24 Power of Attorney is included in the Signature
Section of this Registration Statement
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*Previously filed as part of the Prospectus
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EXHIBIT 5
Daniel H. Aronson
954-768-8217
March 18, 1998
AmeriPath, Inc.
7289 Garden Road, Suite 200
Riviera Beach, Florida 33404
Gentlemen:
We have acted as counsel to AmeriPath, Inc., a Delaware corporation
(the "Company"), and have reviewed the Company's Registration Statement on Form
S-8 covering 2,357,600 shares of the Company's authorized but unissued common
stock, $.01 par value (the "Common Stock"), issuable pursuant to stock options
granted pursuant to the Company's authorized stock option plans (the "Plans").
It is our opinion that shares of Common Stock that may become issuable under the
Plans, when issued upon exercise of and in accordance with the terms of stock
options granted or to be granted under and in accordance with the Plans, will be
validly issued, fully paid and non-assessable.
We hereby consent to the use of this opinion in the above referenced
Registration Statement and to the reference to our firm under Item 3 "Interests
of Named Experts and Counsel" in such Registration Statement. In giving such
consent, we do not thereby admit that we come within the category of persons
whose consent is required under Section 7 of the Securities Act of 1933, as
amended, or the rules and regulations of the Securities and Exchange Commission
promulgated thereunder.
Very truly yours,
GREENBERG, TRAURIG, HOFFMAN,
LIPOFF, ROSEN & QUENTEL, P.A.
Exh. 5-1
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EXHIBIT 23.2
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
AmeriPath, Inc. on Form S-8 of our report dated March 6, 1997, appearing in
Registration Statement No. 333-34265 on Form S-1 of AmeriPath, Inc. and to the
references to us under the headings "Selected Consolidated Financial Data" and
"Experts" in the Prospectus, which is part of such Registration Statement No.
333-34265.
DELOITTE & TOUCHE LLP
Fort Lauderdale, Florida
March 16, 1998
Exh. 23.2-2
