Registration No.333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM S-8
Registration Statement
under
The Securities Act of 1933
SPECIALTY CARE NETWORK, INC.
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(Exact name of registrant as specified in its charter)
Delaware 62-1623449
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(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
44 Union Boulevard, Suite 600, Lakewood, Colorado 80228
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(Address of Principal Executive Offices) (Zip Code)
Specialty Care Network, Inc. 1996 Equity Compensation Plan
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(Full title of the plan)
Kerry R. Hicks
President and Chief Executive Officer
Specialty Care Network, Inc.
44 Union Boulevard, Suite 600
Lakewood, Colorado 80228
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(Name and address of agent for service)
(303) 716-0041
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(Telephone number, including area code, of agent for service)
Copies to:
Alan Singer, Esquire
Morgan, Lewis & Bockius LLP
2000 One Logan Square
Philadelphia, Pennsylvania 19103-6993
(215) 963-5000
CALCULATION OF REGISTRATION FEE
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Proposed Proposed
maximum maximum
Amount offering aggregate Amount of
Title of securities to be price per offering registration
to be registered registered share price fee
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Common Stock, $.001 2,000,000(2) (1) $9,572,158 $2,824
par value
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(1) Calculated pursuant to Rule 457(h) under the Securities Act of 1933,
based upon the price at which certain outstanding options may be
exercised (1,014,569 at $6.75 and 760,000 at $3.00) or, with respect to
other shares issuable under the Plan, the average of the high and low
prices of the Company's Common Stock, as reported on the Nasdaq
National Market, of $1.96875 per share on August 14, 1998.
(2) Pursuant to Rule 416 under the Securities Act of 1933, this
Registration Statement also covers such additional shares as may
hereinafter be offered or issued to prevent dilution resulting from
stock splits, stock dividends, recapitalizations or certain other
capital adjustments.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by Specialty Care Network, Inc. (the
"Registrant") with the Securities and Exchange Commission pursuant to the
Securities Exchange Act of 1934 are incorporated in this registration statement
by reference:
1. The Registrant's Annual Report on Form 10-K for the fiscal year ended
December 31, 1997.
2. The Registrant's Quarterly Report on Form 10-Q for the period ended
March 31, 1998.
3. The Registrant's Quarterly Report on Form 10-Q for the period ended June
30, 1998.
4. The description of the Registrant's shares of Common Stock, $.001 par
value, contained in the Registration Statement on Form 8-A filed by the
Registrant with the Securities and Exchange Commission on January 21, 1997 to
register such securities under the Securities Exchange Act of 1934.
All documents filed by the Registrant pursuant to Section 13(a), 13(c), 14
and 15(d) of the Securities Exchange Act of 1934 after the date of this
registration statement and prior to the filing of a post-effective amendment to
this registration statement which indicates that all securities offered hereby
have been sold or which deregisters all securities then remaining unsold, shall
be deemed to be incorporated by reference in this registration statement and to
be a part hereof from the date of filing of such documents. Any statement
contained in a document incorporated by reference herein shall be deemed to be
modified or superseded for purposes hereof to the extent that a statement
contained herein (or in any other subsequently filed document which also is
incorporated by reference herein) modifies or supersedes such statement. Any
statement so modified or superseded shall not be deemed to constitute a part
hereof except as so modified or superseded.
Experts
The consolidated financial statements of the Registrant as of December 31,
1997 and 1996 and for the years ended December 31, 1997 and 1996 and the period
from December 22, 1995 (date of incorporation) through December 31, 1995, and
the financial statements of Reconstructive Orthopaedic Associates II, P.C.
(successor to Reconstructive Orthopaedic Associates, Inc.) ("ROA") as of
December 31, 1997 and 1996 and for each of the years in the three-year period
ended December 31, 1997, included in the Registrant's Annual Report on Form 10-K
for the fiscal year ended December 31, 1997, have been audited by Ernst & Young
LLP,
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independent auditors, as set forth in their reports thereon included therein and
incorporated herein by reference. Such financial statements are, and audited
financial statements to be included in subsequently filed documents will be,
incorporated herein in reliance upon the reports of Ernst & Young LLP pertaining
to such financial statements (to the extent covered by consents filed with the
Securities and Exchange Commission) given upon the authority of such firm as
experts in accounting and auditing.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Section 102(b)(7) of the Delaware General Corporation Law (the "DGCL")
permits a corporation, in its certificate of incorporation, to limit or
eliminate, subject to certain statutory limitations, the liability of directors
to the corporation or its stockholders for monetary damages for breaches of
fiduciary duty, except for liability (a) for any breach of the director's duty
of loyalty to the corporation or its stockholders, (b) for acts or omissions not
in good faith or which involve intentional misconduct or a knowing violation of
law, (c) under Section 174 of the DGCL, or (d) for any transaction from which
the director derived an improper personal benefit. Article 7 of the Registrant's
Certificate of Incorporation provides that the personal liability of directors
of the Registrant is eliminated to the fullest extent permitted by Section
102(b)(7) of the DGCL.
Under Section 145 of the DGCL, a corporation has the power to indemnify
directors and officers under certain prescribed circumstances and subject to
certain limitations against certain costs and expenses, including attorney's
fees actually and reasonably incurred in connection with any action, suit or
proceeding, whether civil, criminal, administrative or investigative, to which
any of them is a party by reason of being a director or officer of the
corporation if it is determined that the director or officer acted in accordance
with the applicable standard of conduct set forth in such statutory provision.
Article 6 of the Registrant's Bylaws provides that the Registrant will indemnify
any person who was or is a party or is threatened to be made be a party to any
threatened, pending or completed action, suit or proceeding by reason of the
fact that he is or was a director, officer, employee or agent of the Registrant,
or is or was serving at the request of the Registrant as a director, officer,
employee or agent of another entity, against certain liabilities, costs and
expenses. Article 6 further permits the Company to purchase and maintain
insurance on behalf of any person who is or was a director, officer, employee or
agent of the Registrant, or is or was serving at the request of the Registrant
as a director, officer, employee or agent of another entity, against any
liability asserted against such person and
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incurred by such person in any such capacity or arising out of his status as
such, whether or not the Registrant would have the power to indemnify such
person against such liability under the provisions of Article 6.
The Registrant has purchased a directors and officers indemnity insurance
policy.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
The following Exhibits are filed as part of this Registration Statement:
4 Specialty Care Network, Inc. 1996 Equity Compensation Plan 10-Q, as
amended - incorporated by reference to Exhibit 10 to the
Registrant's Quarterly Report on Form 10-Q for the period ended
June 30, 1998
5 Opinion of Morgan, Lewis & Bockius LLP
23.1 Consent of Ernst & Young LLP
23.2 Consent of Morgan, Lewis & Bockius LLP (contained in Exhibit 5)
25 Power of Attorney (contained on signature page of this Registration
Statement)
Item 9. Undertakings.
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;
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(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)(l)(i) and (a)(1)(ii) do 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 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.
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 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.
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 AND POWER OF ATTORNEY
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 Lakewood, Colorado on August 17, 1998.
Specialty Care Network, Inc.
By: /s/ Kerry R. Hicks
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Kerry R. Hicks
President and Chief Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Kerry R. Hicks, Patrick M. Jaeckle and D. Paul
Davis and each of them, 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, to sign any and all amendments to this
Registration Statement, and to file the same with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents 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 their substitute or substitutes, 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 below by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
<S> <C> <C>
/s/ Richard H. Rothman, M.D., Ph.D. Chairman of the Board of Directors August 17, 1998
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Richard H. Rothman, M.D., Ph.D.
/s/ Kerry R. Hicks Principal Executive Officer and August 17, 1998
- ----------------------------------- Director
Kerry R. Hicks
/s/ Patrick M. Jaeckle Director August 17, 1998
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Patrick M. Jaeckle
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<S> <C> <C>
/s/ D. Paul Davis Principal Financial and August 17, 1998
- ----------------------------------- Accounting Officer
D. Paul Davis
/s/ Robert E. Booth, Jr., M.D. Director August 17, 1998
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Robert E. Booth, Jr., M.D.
/s/ James L. Cain, M.D. Director August 17, 1998
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James L. Cain, M.D.
/s/ Peter Cheesbrough Director August 17, 1998
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Peter Cheesbrough
/s/ Richard E. Fleming, M.D. Director August 17, 1998
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Richard E. Fleming, M.D.
/s/ Leslie S. Matthews, M.D. Director August 17, 1998
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Leslie S. Matthews, M.D.
/s/ Mats Wahlstrom Director August 17, 1998
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Mats Wahlstrom
</TABLE>
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SPECIALTY CARE NETWORK, INC.
REGISTRATION STATEMENT ON FORM S-8
EXHIBIT INDEX
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Exhibit No.
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4 Specialty Care Network, Inc. 1996 Equity Compensation Plan, as
amended - incorporated by reference to Exhibit 10 to the
Registrant's Quarterly Report on Form 10-Q for the period ended
June 30, 1998
5 Opinion of Morgan, Lewis & Bockius LLP
23.1 Consent of Ernst & Young LLP
23.2 Consent of Morgan, Lewis & Bockius LLP (contained in Exhibit 5)
25 Power of Attorney (contained on signature page of this
Registration Statement)
EXHIBIT 5
2000 One Logan Square Morgan, Lewis
& Bockius LLP
Philadelphia, Pennsylvania 19103-6993 COUNSELORS AT LAW
(215) 963-5000
Fax: 215-963-5299
August 17, 1998
Specialty Care Network, Inc.
44 Union Boulevard, Suite 600
Lakewood, Colorado 80228
Re: Speciality Care Network, Inc.
Registration Statement on Form S-8 Relating to the
Specialty Care Network, Inc. 1996 Equity Compensation Plan
Ladies and Gentlemen:
We have acted as counsel to Specialty Care Network, Inc., a Delaware corporation
(the "Company"), in connection with the preparation of a registration statement
on Form S-8 (the "Registration Statement") to be filed with the Securities and
Exchange Commission under the Securities Act of 1933, as amended (the "Act"),
relating to 2,000,000 shares of the Company's common stock, par value $.001 per
share (the "Common Stock"), issuable under the Specialty Care Network, Inc. 1996
Equity Compensation Plan (the "Plan"). We have examined such certificates,
records, statutes and other documents as we have deemed relevant in rendering
this opinion.
As to matters of fact, we have relied on representations of officers of the
Company. In our examination, we have assumed the genuineness of documents
submitted to us as originals and the conformity with the original of all
documents submitted to us as copies thereof.
Based on the foregoing, it is our opinion that the shares of Common Stock
originally issued by the Company to participants under the Plan will be, when
issued in accordance with the terms of the Plan, validly issued, fully paid and
nonassessable shares of Common Stock.
The opinion set forth above is limited to the General Corporation Act of the
State of Delaware.
Philadelphia Washington New York Los Angeles Miami Harrisburg
Pittsburgh Princeton
London Brussels Frankfurt Tokyo Singapore Jakarta
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Specialty Care Network, Inc.
August 17, 1998
Page 2
We hereby consent to the use of this opinion as Exhibit 5 to the Registration
Statement. In giving such opinion, we do not thereby admit that we are acting
within the category of persons whose consent is required under Section 7 of the
Act or the rules or regulations of the Securities and Exchange Commission
thereunder.
Very truly yours,
/s/ Morgan, Lewis & Bockius LLP
EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" in the
Registration Statement on Form S-8 pertaining to the Specialty Care Network,
Inc. 1996 Equity Compensation Plan and to the incorporation by reference therein
of our reports dated March 20, 1998 and February 13, 1998, with respect to the
consolidated financial statements and schedule of Specialty Care Network, Inc.
and subsidiary and the financial statements of Reconstructive Orthopaedic
Associates II, P.C. (successor to Reconstructive Orthopaedic Associates, Inc.),
respectively, included in the Annual Report on Form 10-K of Specialty Care
Network, Inc. for the year ended December 31, 1997, filed with the Securities
and Exchange Commission.
/s/ Ernst & Young LLP
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Ernst & Young LLP
Denver, Colorado
August 14, 1998
