As filed with the Securities and Exchange Commission on December 8, 2000
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)
SECOND AMENDED AND RESTATED
AMERIPATH, INC.
1997 LONG-TERM INCENTIVE PLAN
AMENDED AND RESTATED
AMERIPATH, INC. 1998 STOCK OPTION PLAN
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(Full title of the Plans)
James C. New
Chairman 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:
Brian J. Walsh, Esq.
Greenberg Traurig, P.A.
515 East Las Olas Boulevard, Suite 1500
Fort Lauderdale, Florida 33301
(954) 768-8289
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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Title of securities Amount to be Proposed maximum Proposed maximum aggregate Amount of
to be registered registered offering price per share(1) offering price(2) Registration fee
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<S> <C> <C> <C> <C>
Common Stock, 170,000 $16.47 $2,799,900 $739.17
$.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) Pursuant to Rule 457(h), the proposed maximum aggregate offering price
and the registration fee have been computed based upon the average of
the high and low sales prices of the Common Stock on December 4, 2000
($16.47) as reported by the NASDAQ Stock Market.
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Page 1 of 5
<PAGE>
PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 1. Incorporation of Documents by Reference
The Registrant hereby incorporates by reference into this Registration
Statement the following documents:
(i) the Registrant's Annual Report on Form 10-K for the
fiscal year ended December 31, 1999;
(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 descriptions of the Registrant's Common Stock and
related matters set forth (a) under the captions
"Description of Capital Stock" and "Dividend Policy"
or elsewhere in the Registrant's Registration
Statement on Form S-1 (No. 333-34265) filed under the
Securities Act of 1933, effective October 21, 1997,
including any amendments to such descriptions in such
Registration Statement, and (b) in the Registrant's
Current Report on Form 8-K (including the exhibits
thereto) filed on April 16, 1999, with respect to the
Registrant's Preferred Share Purchase Rights Plan.
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 then 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
Not applicable.
Item 3. Interests of Named Experts and Counsel
Not applicable.
Item 4. Indemnification of Directors and Officers
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 Certificate of Incorporation provides that
the Registrant shall indemnify its officers and directors to the fullest
permitted by law.
The Registrant's Certificate of Incorporation contains certain
provisions permitted under the Delaware General Corporation Law relating to the
liability of directors. These provisions eliminate a director's liability for
monetary damages for a breach of fiduciary duty, except in certain circumstances
involving certain wrongful acts, such as the breach of a director's duty of
loyalty or acts or omissions which involve intentional misconduct or a knowing
violation of law.
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
Not applicable.
Item 6. Exhibits
See "Exhibit Index" on page II-4 below.
Page 2 of 5
<PAGE>
Item 7. 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 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.
Page 3 of 5
<PAGE>
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 December 6, 2000.
AMERIPATH, INC.
By: /s/ James C. New
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James C. New
Chairman and Chief Executive Officer
POWER OF ATTORNEY
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 December 6, 2000.
<TABLE>
<CAPTION>
SIGNATURE TITLE
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<S> <C>
/s/ James C. New Chairman, Chief Executive Officer and
-------------------------------------- Director (principal executive officer)
James C. New
/s/ Brian C. Carr President
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Brian C. Carr
/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 Director
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Thomas S. Roberts
/s/ Timothy M. Kilpatrick, M.D. Director
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Timothy M. 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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Page 4 of 5
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT NUMBER DESCRIPTION
<S> <C>
5.1 Opinion of Greenberg Traurig, P.A., and consent of
counsel
10.1 Second Amended And Restated
AmeriPath, Inc. 1997 Long-Term Incentive Plan
10.2 Amended And Restated
AmeriPath, Inc. 1998 Stock Option Plan
23.1 Consent of Deloitte & Touche LLP
23.2 Consent of Greenberg Traurig, P.A. is contained in its
opinion included as Exhibit 5.1 hereto
24.1 Power of Attorney is included in the Signature Section
of this Registration Statement
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Page 4 of 5
