<PAGE>
As filed with the Securities and Exchange Commission on July 14, 1998
Registration No. 333-_______________
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER THE
SECURITIES ACT OF 1933
AMERICAN DENTAL PARTNERS, INC.
(Exact name of registrant as specified in its charter)
Delaware 04-3297858
(State or other jurisdiction of (IRS Employer Identifica-
incorporation or organization) tion Number)
301 Edgewater Place, Suite 320
Wakefield, Massachusetts 01880
(Address of principal executive offices) (Zip code)
American Dental Partners, Inc.
Amended and Restated 1996 Directors Stock Option Plan
(Full title of the plan)
Gregory A. Serrao, Chairman, President and
Chief Executive Officer
American Dental Partners, Inc.
301 Edgewater Place, Suite 320
Wakefield, Massachusetts 01880
(781) 224-0880
(781) 224-4216 (fax)
(Name, address and telephone number, including
area code, of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
======================================================================================================
Proposed Proposed
maximum maximum
Amount offering aggregate Amount of
Title of securities to be price per offering registration
to be registered registered(1) share(2) price(2) fee
- ------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $0.01 par value 60,000 $14.06 $843,600 $249
======================================================================================================
</TABLE>
(1) Pursuant to Rule 416(a) under the Securities Act of 1933, as amended, this
Registration Statement also includes an indeterminable number of additional
shares of Common Stock that may become issuable pursuant to antidilution
adjustment provisions of the Plan.
(2) Estimated solely for the purpose of calculating the registration fee in
accordance with Rules 457(h)(1) and 457(a) under the Securities Act of
1933, as amended, on the basis of the average of the high and low sale
prices of the Registrant's Common Stock on the Nasdaq National Market
System on July 7, 1998.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents are incorporated by reference in this Registration
Statement:
(a) The prospectus filed with the Securities and Exchange Commission on
April 16, 1998, pursuant to Rule 424(b)(4) under the Securities Act of
1933, as amended (the "Securities Act"), with respect to the
Registrant's Registration Statement on Form S-1, File No. 333-39981
(the "S-1");
(b) The Registrant's Quarterly Report on Form 10-Q filed with the
Securities and Exchange Commission on May 11, 1998, and the
Registrant's Current Report on Form 8-K filed with the Securities and
Exchange Commission on June 11, 1998; and
(c) The description of the Registrant's shares of Common Stock which is
contained in the Registrant's Registration Statement filed under
Section 12 of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), including any amendments or reports filed for the
purpose of updating such description.
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 to this Registration Statement which indicates that all of
the shares of Common Stock offered have been sold or which deregisters all of
such shares 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
or deemed to be incorporated by reference herein shall be deemed to be modified
or superseded for purposes of this Registration Statement to the extent that a
statement contained herein or in any other subsequently filed document which
also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
<PAGE>
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The validity of the shares of Common Stock offered hereby will be passed
upon for the Registrant by Baker & Hostetler LLP, Columbus, Ohio. Gary A.
Wadman, a partner of Baker & Hostetler LLP, is the secretary of the Registrant.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the Delaware General Corporation Law, as amended (the
"DGCL"), provides that a corporation may indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal or investigative
(other than an action by or in the right of the corporation) by reason of the
fact that he is or was a director officer, employee or agent of the corporation,
or is or was serving at the request of the corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise, against expenses (including attorneys' fees), judgments, fines
and amount paid in settlement actually and reasonably incurred by him in
connection with such action, suit or proceeding if he acted in good faith and in
a manner he reasonably believed to be in or not opposed to the best interests of
the corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. Section 145 further
provides that a corporation similarly may indemnify any such person serving in
any such capacity who was or is a party or is threatened to be made a party to
any threatened, pending or completed action or suit by or in the right of the
corporation to procure a judgment in its favor, against expenses actually and
reasonably incurred in connection with the defense or settlement of such action
or suit if he acted in good faith and in a manner he reasonably believed to be
in or not opposed to the best interests of the corporation and except that no
indemnification shall be made in respect to any claim, issue or matter as to
which such person shall have been adjudged to be liable to the corporation
unless and only to the extent that the Delaware Court of Chancery or such other
court in which such action or suit was brought shall determine upon application
that, despite the adjudication of liability but in view of all the circumstances
of the case, such person is fairly and reasonably entitled to indemnity for such
expenses which the Court of Chancery or such other court shall deem proper.
Article 6 of the Amended and Restated By-Laws of the Company, a copy of
which is filed as Exhibit 4(b), contains certain indemnification provisions
adopted pursuant to authority contained in Section 145 of the DGCL. The By-Laws
provide for the indemnification of the Company's officers, directors, employees,
and agents against all expenses with respect to any judgments, fines, and
amounts paid in settlement, or with respect to any threatened, pending, or
completed action, suit, or proceeding to which they were or are parties or are
threatened to be made parties by reason of acting in such capacities, provided
that it is determined, either by a majority vote of a quorum of disinterested
directors of the Company or by the stockholders of the Company or otherwise as
provided in Section 6.4 of Article 6 of the By-laws, that: (i) they acted in
good faith and in a manner they reasonably believed to be in or not opposed to
the best interests of the Company; (ii) in any action, suit, or proceeding by or
in the right of the Company, they were not, and have not been adjudicated to
have been, liable to the Company;
2
<PAGE>
and (iii) with respect to any criminal action or proceeding, they had no
reasonable cause to believe that their conduct was unlawful. Section 6.3 of
Article 6 of the By-Laws provides that to the extent a director, officer,
employee, or agent has been successful on the merits or otherwise in defense of
any such action, suit, or proceeding, he shall be indemnified against expenses
actually and reasonably incurred in connection therewith. At present, there are
no claims, actions, suits, or proceedings pending where indemnification would be
required under these provisions, and the Company does not know of any threatened
claims, actions, suits, or proceedings which may result in a request for such
indemnification.
Under Section 145 of the Delaware Law and Section 6.7 of the By-Laws, the
Company may purchase and maintain insurance on behalf of any person who is or
was a director, officer, employee, or agent of the Company, or who, while
serving in such capacity, is or was, at the request of the Company, a director,
officer, employee or agent of another corporation or legal entity or of an
employee benefit plan, against liability asserted against or incurred by such
person in any such capacity whether or not the corporation would have the power
to provide indemnity under Section 145 or the By-Laws. The Company has
purchased a liability policy to indemnify its officers and directors against
loss arising from claims by reason of their legal liability for acts as officers
and directors, subject to limitations and conditions set forth in the policy.
Section 102(b)(7) of the DGCL permits a corporation to include in its
certificate of incorporation a provision eliminating or limiting the personal
liability of a director to the corporation or its stockholders for monetary
damages for breach of fiduciary duty as a director, provided that such provision
shall not eliminate or limit the liability of a director (i) for any breach of
the director's duty of loyalty to the corporation or its stockholders, (ii) for
acts or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) under Section 174 of the DGCL (relating to
unlawful payment of dividends and unlawful stock purchase and redemption) or
(iv) for any transaction from which the director derived an improper personal
benefit.
Article Ninth of the Second Amended and Restated Certificate of
Incorporation of the Company, a copy of which is filed as Exhibit 4(a),
eliminates personal liability of a director to the Company and its stockholders
for monetary damages for breach of fiduciary as a director to the maximum extent
permitted by Section 102(b)(7) of the DGCL.
The Underwriting Agreement entered into by the Registrant in connection
with its public offering of Common Stock pursuant to the S-1 (a form of which
appears as Exhibit 1 to the S-1) provides for indemnification of the
Registrant's directors and officers in certain circumstances. The
indemnification provided for by the Underwriters is limited to matters arising
in connection with the S-1. Reference is made to paragraph eight of the
Underwriting Agreement for information concerning indemnification undertaken
among the Company and the Underwriters.
The above discussion of the Company's Certificate of Incorporation and By-
Laws and of Section 145 of the DGCL is not intended to be exhaustive and is
respectively qualified in its entirety by such Certificate of Incorporation, By-
Laws and statutes.
3
<PAGE>
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
4
<PAGE>
ITEM 8. EXHIBITS.
<TABLE>
<CAPTION>
If Incorporated by Reference,
Exhibit Document with which Exhibit was
No. Description of Exhibit Previously Filed with SEC
- ------- ------------------------------------------ -------------------------------
<S> <C> <C>
4(a) Second Amended and Restated Certificate Amendment No. 1 to Registration
of Incorporation of Statement on Form S-1, File No.
American Dental Partners, Inc. 333-39981 (see Exhibit 3(a) therein).
4(b) Amended and Restated By-Laws of American Registration Statement on Form S-1,
Dental Partners, Inc. File No. 333-39981 (see Exhibit 3(b)
therein).
4(c) Form of stock certificate. Amendment No. 1 to Registration
Statement on Form S-1, File No.
333-39981 (see Exhibit 4 therein).
4(d) American Dental Partners, Inc. Registration Statement on Form S-1,
Amended and Restated 1996 Directors Stock File No. 333-39981 (see Exhibit 10(h)
Option Plan, as amended by Amendment therein).
No. 1.
5 Opinion of Baker & Hostetler LLP. Contained herein.
23(a) Consent of Baker & Hostetler LLP. Contained in Exhibit 5.
23(b) Consent of KPMG Peat Marwick LLP. Contained herein.
24 Powers of Attorney. Registration Statement on Form S-8,
File No. 333-50605 (see Exhibit 24
therein).
</TABLE>
ITEM 9. UNDERTAKINGS.
The 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; 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)(i) and (a)(ii) shall not apply if the information
required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports
5
<PAGE>
filed 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
therein, 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.
The 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 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.
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 provisions described in Item 6, above, 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.
6
<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 Wakefield, State of Massachusetts, on July 14, 1998.
AMERICAN DENTAL PARTNERS, INC.
Date: July 14, 1998 By /s/Gregory A. Serrao
---------------------------------
Gregory A. Serrao, Chairman,
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Gregory A. Serrao Chairman, President, Chief July 14, 1998
- ------------------------- Executive Officer and
Gregory A. Serrao Director (principal
executive officer)
/s/Ronald M. Levenson Senior Vice President, Chief July 14, 1998
- ------------------------- Financial Officer and Treasurer
Ronald M. Levenson (principal financial and
principal accounting officer)
Dr. Gregory T. Swenson* Director July 14, 1998
- -------------------------
Dr. Gregory T. Swenson
Martin J. Mannion* Director July 14, 1998
- -------------------------
Martin J. Mannion
James T. Kelly* Director July 14, 1998
- -------------------------
James T. Kelly
Derril W. Reeves* Director July 14, 1998
- -------------------------
Derril W. Reeves
</TABLE>
*The undersigned, Gregory A. Serrao, by signing his name hereto, does
hereby execute this Registration Statement on behalf of each of the above-named
directors of the Registrant pursuant to powers of attorney duly executed by such
directors and filed with the Securities and Exchange Commission as exhibits to
this Registration Statement.
By /s/Gregory A. Serrao July 14, 1998
-----------------------------------
Gregory A. Serrao, Attorney in Fact
7
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
If Incorporated by Reference,
Exhibit Document with which Exhibit was
No. Description of Exhibit Previously Filed with SEC
- ------- ------------------------------------------ -------------------------------
<S> <C> <C>
4(a) Second Amended and Restated Certificate Amendment No. 1 to Registration
of Incorporation of Statement on Form S-1, File No.
American Dental Partners, Inc. 333-39981 (see Exhibit 3(a) therein).
4(b) Amended and Restated By-Laws of American Registration Statement on Form S-1,
Dental Partners, Inc. File No. 333-39981 (see Exhibit 3(b)
therein).
4(c) Form of stock certificate. Amendment No. 1 to Registration
Statement on Form S-1, File No.
333-39981 (see Exhibit 4 therein).
4(d) American Dental Partners, Inc. Amended Registration Statement on Form S-1,
and Restated 1996 Directors Stock Option File No. 333-39981 (see Exhibit 10(h)
Plan, as amended by Amendment No. 1. therein).
5 Opinion of Baker & Hostetler LLP. Contained herein.
23(a) Consent of Baker & Hostetler LLP. Contained in Exhibit 5.
23(b) Consent of KPMG Peat Marwick LLP. Contained herein.
24 Powers of Attorney. Registration Statement on Form S-8,
File No. 333-50605 (see Exhibit 24
therein).
</TABLE>
<PAGE>
EXHIBIT 5
OPINION OF BAKER & HOSTETLER LLP
BAKER & HOSTETLER LLP
65 East State Street
Suite 2100
Columbus, Ohio 43215
July 14, 1998
American Dental Partners, Inc.
301 Edgewater Place, Suite 320
Wakefield, Massachusetts 01880-1249
Ladies and Gentlemen:
We are acting as counsel to American Dental Partners, Inc., a Delaware
corporation (the "Company"), in connection with its Registration Statement on
Form S-8 (the "Registration Statement") being filed by the Company with the
Securities and Exchange Commission under the Securities Act of 1933, as amended,
to register 60,000 shares of common stock, par value $.01, of the Company (the
"Shares") for offer and sale under, and pursuant to, the Company's Amended and
Restated 1996 Directors Stock Option Plan, as amended (collectively, the
"Plan").
In connection therewith, we have examined the Company's Second Amended and
Restated Certificate of Incorporation, the Company's Amended and Restated By-
Laws, and the records, as exhibited to us, of the corporate proceedings of the
Company; a copy of the Plan; and such other documents and records, including a
certificate from the secretary of the Company, as we considered necessary for
purposes of this opinion. In rendering this opinion, we have assumed the
genuineness, without independent investigation, of all signatures on all
documents examined by us, the conformity to original documents of all documents
submitted to us as certified or facsimile copies, and the authenticity of all
such documents.
Based upon the foregoing, we are of the opinion that the Shares, when sold
and paid for in the manner contemplated by the Plan, will have been validly
issued and will be fully paid and nonassessable.
We consent to the filing of this opinion as an exhibit to the Registration
Statement.
Very truly yours,
/s/ Baker & Hostetler LLP
BAKER & HOSTETLER LLP
<PAGE>
EXHIBIT 23(a)
CONSENT OF BAKER & HOSTETLER LLP
Contained in Exhibit 5.
<PAGE>
EXHIBIT 23(b)
CONSENT OF KPMG PEAT MARWICK LLP
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to incorporation by reference in the registration statement
(No.:_________________) on Form S-8 of American Dental Partners, Inc. and
subsidiaries of our report dated February 6, 1998, relating to the consolidated
balance sheets of American Dental Partners, Inc. and subsidiaries as of December
31, 1996 and 1997, and the related consolidated statements of operations,
stockholders' equity and cash flows for the years then ended and our report
dated December 29, 1997, relating to the combined balance sheets of The
Orthocare Companies as of December 31, 1996 and September 30, 1997, and the
related combined statements of operations, stockholders' equity and cash flows
for the year ended December 31, 1996 and for the nine months ended September 30,
1997, which reports appear in the prospectus filed with the Securities and
Exchange Commission on April 16, 1998 pursuant to Rule 424(b)(4) under the
Securites Act of 1933, as amended, with respect to American Dental Partners,
Inc.'s Registration Statement on Form S-1, File No. 333-39981.
/s/ KPMG Peat Marwick LLP
-------------------------
KPMG Peat Marwick LLP
Boston, Massachusetts
July 14, 1998
