<PAGE>
As filed with the Securities and Exchange Commission on February 13, 1997
Registration No. 333-_______
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-------------------
N-T HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
-------------------
DELAWARE 95-4591529
(State of Incorporation) (I.R.S. Employer Identification No.)
-------------------
N-T Holdings, Inc.
5995 Plaza Drive
Cypress, CA 90630-5028
(714) 952-1121
(Address and telephone number of principal executive offices)
-------------------
1996 STOCK OPTION PLAN FOR OFFICERS AND KEY EMPLOYEES
1996 NON-OFFICER DIRECTORS STOCK OPTION PLAN
(Full title of the plans)
Alan R. Hoops
President and Chief Executive Officer
N-T Holdings, Inc.
5995 Plaza Drive
Cypress, CA 90630-5028
(714) 952-1121
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
-------------------
Copies to:
Joseph S. Konowiecki, Esq. Michael R. Jacobson, Esq.
Konowiecki & Rank Cooley Godward LLP
633 West Fifth Street Five Palo Alto Square
Suite 3500 3000 El Camino Real
Los Angeles, CA 90071-2007 Palo Alto, CA 94306-2155
(213) 229-0990 (415) 843-5000
Fax (213) 229-0992 Fax (415) 857-0663
-------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
AMOUNT TO BE PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TITLE OF SECURITIES TO BE REGISTERED REGISTERED OFFERING PRICE PER SHARE (1) AGGREGATE OFFERING PRICE (1) REGISTRATION FEE
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Stock Options and Class A Common Stock
(par value $0.01). . . . . . . . . . . . 310,000 $1.625-$19.75 $ 2,289,013.00 $ 693.57
Stock Options and Class B Common Stock
(par value $0.01). . . . . . . . . . . . 4,380,000 $1.625-$87.00 $174,700,822.21 $52,934.35
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Estimated solely for the purpose of calculating the amount of the
registration fee. Pursuant to Rule 457(h)(1), the offering price is based,
in part, upon the exercise prices for shares subject to options previously
granted under (i)(A) the PacifiCare Health Systems, Inc. Stock Option Plan
for Executives and Key Employees, as amended, Second Amended and Restated
1989 Stock Option Plan for Officers and Key Employees, as amended, of
PacifiCare Health Systems, Inc., 1989 Non-Officer Directors Stock Option
Plan of PacifiCare Health Systems, Inc. and Second Amended 1992 Non-Officer
Directors Stock Option Plan (303,334 shares of Class A Common Stock at
prices ranging from $1.625 to $19.75 per share and 1,972,908 shares of
Class B Common Stock at prices ranging from $1.625 to $87.00 per share),
and (B) the FHP International Corporation Executive Incentive Plan and the
FHP International Corporation/TakeCare, Inc. Stock Option Plan (957,752
shares of Class B Common Stock at prices ranging from $2.6827146 to
$86.13689 per share) and (ii) in part, upon the book value of such
securities (6,666 shares of Class A Common Stock at a price of $6.00 per
share and 1,449,340 shares of Class B Common Stock at a price of $6.00 per
share) computed as of the latest practicable date prior to the date of
filing of this Registration Statement.
Approximate date of commencement of proposed sale to the public: As soon as
practicable after this Registration Statement becomes effective.
<PAGE>
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following document filed by N-T Holdings, Inc. (the "Company" or the
"Registrant") with the Securities and Exchange Commission (the "Commission")
is incorporated by reference into this Registration Statement:
The Company's prospectus filed with the Commission on November 26, 1996
(the "Prospectus") pursuant to Rule 424(b) promulgated under the Securities
Act of 1933, as amended (the "Securities Act").
All reports and other documents subsequently filed by the Company pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the Securities and Exchange Act of
1934, as amended (the "Exchange Act"), prior to the filing of a post-effective
amendment which indicates that all securities offered have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference herein and to be a part of this registration statement
from the date of the filing of such reports and documents.
ITEM 4. DESCRIPTION OF SECURITIES
The section entitled "Description of PacifiCare Holding Capital Stock"
set forth in the Prospectus is incorporated by reference herein into this
Registration Statement in response to this item.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Under Section 145 of the Delaware General Corporation Law, the Registrant
has broad powers to indemnify its directors and officers against liabilities
they may incur in such capacities, including liabilities under the Securities
Act. The Registrant's Bylaws provide that the Registrant will indemnify its
directors, officers, employees or agents in a manner consistent with the
provisions of the Delaware General Corporation Law.
In addition, the Registrant's Certificate of Incorporation provides that,
pursuant to Delaware law, its directors shall not be liable for monetary damages
for breach of the directors' fiduciary duty of care to the Registrant and its
stockholders. This provision in the Certificate of Incorporation does not
eliminate the duty of care, and in appropriate circumstances equitable remedies
such as injunctive or other forms of non-monetary relief will remain available
under Delaware law. In addition, each director will continue to be subject to
liability for breach of the director's duty of loyalty to the Registrant, for
acts or omissions not in good faith or involving intentional misconduct or a
knowing violation of law, for actions leading to improper personal benefit to
the director and for payment of dividends or approval of stock repurchases or
redemptions that are unlawful under Delaware law. The provision also does not
affect a director's responsibilities under any other law, such as the federal
securities laws or state or federal environmental laws.
The Registrant maintains a policy providing directors' and officers'
liability insurance, which insures directors and officers of the Registrant in
certain circumstances.
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers or persons controlling the Registrant
pursuant to the foregoing provisions, the Registrant has been informed that in
the opinion of the Commission such indemnification is against public policy as
expressed in the Securities Act and is, therefore, unenforceable.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
2.
<PAGE>
ITEM 8. EXHIBITS
EXHIBIT
NUMBER
5.1 Opinion of Cooley Godward LLP.
23.1 Consent of Ernst & Young LLP Independent Auditors.
23.2 Consent of Cooley Godward LLP. Reference is made to Exhibit 5.1.
24.1 Power of Attorney is contained on the signature pages.
ITEM 9. UNDERTAKINGS
1. The undersigned Registrant hereby undertakes:
(a) 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;
(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;
notwithstanding the foregoing, any increase or decrease in volume
of securities offered (if the total dollar value of securities
offered would not exceed that which was registered) and any
deviation from the low or high and of the estimated maximum
offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) if, in the aggregate,
the changes in volume and price represent no more than 20 percent
change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective
registration statement.
(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)(i) and (a)(ii) do not apply if
registration statement is on Form S-3, Form S-8 or Form F-3, and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed with or furnished to the Commission by the
registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in the registration statement.
(b) That, for the purpose of determining any liability under the
Securities Act, 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.
(c) 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.
2. The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and,
3.
<PAGE>
where applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference
in the Registration Statement 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. Insofar as indemnification for liabilities arising under the
Securities Act 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
Securities 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 Securities
Act and will be governed by the final adjudication of such issue.
4.
<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 to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Cypress, County of Orange, State of California, on
this 12th day of February, 1997.
N-T HOLDINGS, INC.
By /s/ Alan R. Hoops
--------------------------------------
Alan R. Hoops
President and
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Alan R. Hoops, Wayne R. Lowell and Joseph
S. Konowiecki, and each or any one of them, his true and lawful attorney-in-fact
and agent, 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 (including post-effective amendments) to this Registration Statement,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and necessary to be done
in connection therewith, 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 any of them, or their or his substitutes or substitute, may
lawfully do or cause to be done by virtue hereof.
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons on behalf
of the Registrant and in the capacities and on the dates indicated.
SIGNATURE TITLE DATE
/s/ Alan R. Hoops President, Chief Executive Officer February 12, 1997
- ------------------------- and Director
Alan R. Hoops (Principal Executive Officer)
/s/ Wayne R. Lowell Vice President, Chief Financial February 12, 1997
- ------------------------- Officer and Director
Wayne R. Lowell (Principal Financial Officer)
/s/ Joseph S. Konowiecki Director February 12, 1997
- -------------------------
Joseph S. Konowiecki
/s/ Mary C. Langsdorf Principal Accounting Officer February 12, 1997
- -------------------------
Mary C. Langsdorf
<PAGE>
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
5.1 Opinion of Cooley Godward LLP.
23.1 Consent of Ernst & Young LLP Independent Auditors.
23.2 Consent of Cooley Godward LLP. Reference is made to Exhibit 5.1.
24.1 Power of Attorney. Reference is made to the signature pages.
<PAGE>
EXHIBIT 5.1
February 12, 1997
N-T Holdings, Inc.
5995 Plaza Drive
Cypress, CA 90630-5028
Ladies and Gentlemen:
You have requested our opinion with respect to certain matters in connection
with the filing by N-T Holdings, Inc. (the "Company") of a Registration
Statement on Form S-8 (the "Registration Statement") with the Securities and
Exchange Commission covering the offering of up to three hundred ten thousand
(310,000) shares of the Company's Class A Common Stock, $0.01 par value, and
four million three hundred eighty thousand (4,380,000) shares of the Company's
Class B Common Stock, $0.01 par value (collectively, the "Shares"), pursuant to
its 1996 Stock Option Plan for Officers and Key Employees and 1996 Non-Officer
Directors Stock Option Plan (collectively, the "Plans").
In connection with this opinion, we have examined the Plans and the Registration
Statement, your Certificate of Incorporation and Bylaws, as amended, and such
other documents, records, certificates, memoranda and other instruments as we
deem necessary as a basis for this opinion. We have assumed the genuineness and
authenticity of all documents submitted to us as originals, the conformity to
originals of all documents submitted to us as copies thereof, and the due
execution and delivery of all documents where due execution and delivery are a
prerequisite to the effectiveness thereof. We have also assumed that prior to
the issuance of the Shares, the Company will file an Amended and Restated
Certificate of Incorporation in substantially the form attached as Exhibit 1.4
to the Amended and Restated Reorganization Agreement, dated as of November 11,
1996, by and among the Company, PacifiCare Health Systems, Inc., Neptune Merger
Corp., FHP International Corporation and Tree Acquisition Corp., included as
Appendix A in the prospectus of the Company filed with the Securities and
Exchange Commission on November 26, 1996 pursuant to Rule 424(b) promulgated
under the Securities Act of 1933, as amended.
On the basis of the foregoing, and in reliance thereon, we are of the opinion
that the Shares, when sold and issued in accordance with the Plans and the
Registration Statement, will be validly issued, fully paid, and nonassessable.
We consent to the filing of this opinion as an exhibit to the Registration
Statement.
Very truly yours,
COOLEY GODWARD LLP
By: /s/ Michael R. Jacobson
------------------------
Michael R. Jacobson
<PAGE>
EXHIBIT 23.1
CONSENT OF ERNST & YOUNG LLP INDEPENDENT AUDITORS
We consent to the incorporation by reference in this Registration Statement
(Form S-8) pertaining to the 1996 Stock Option Plan for Officers and Key
Employees and 1996 Non-Officer Directors Stock Option Plan of N-T Holdings, Inc.
of our report dated September 9, 1996 with respect to the consolidated balance
sheet of N-T Holdings, Inc. as of August 31, 1996 included in the Prospectus
dated November 26, 1996 filed with the Securities and Exchange Commission.
ERNST & YOUNG LLP
Los Angeles, California
February 11, 1997
