<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 19, 1998
Registration No. 333-_______
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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BMJ MEDICAL MANAGEMENT, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 65-0676079
(State or other jurisdiction (I.R.S. employer identification
of incorporation or organization) number)
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4800 NORTH FEDERAL HIGHWAY, SUITE 101E, BOCA RATON, FLORIDA 33431
(Address of principal executive offices)
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BMJ MEDICAL MANAGEMENT, INC.
1996 STOCK OPTION PLAN
(Full title of the plan)
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NARESH NAGPAL, M.D.
President and Chief Executive Officer
BMJ Medical Management, Inc.
4800 North Federal Highway, Suite 101E
Boca Raton, Florida 33431
(561) 391-1311
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
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Copy to:
Lawrence G. Graev, Esq.
O'Sullivan Graev & Karabell, LLP
30 Rockefeller Plaza
New York, New York 10112
(212) 408-2400
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<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
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Title of each class of Proposed maximum Proposed maximum
securities to be Amount to be offering price per aggregate offering Amount of
registered registered(1) share(2) price(2) registration fee
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<S> <C> <C> <C> <C> <C>
Common Stock, $.001 2,000,000 shares $7.06 $14,120,000 $4,165.40
par value per share
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</TABLE>
(1) Pursuant to Rule 416, this Registration Statement also covers such
indeterminate number of additional shares as may hereinafter be offered or
issued to prevent dilution resulting from stock splits, stock dividends or
similar transactions effected without receipt of consideration as provided
by the Plan.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rules 457(c) and (h) under the Securities Act, based on the
average of the reported high and low sales prices of the Common Stock on
the Nasdaq Stock Market National Market on February 6, 1998.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents, which have been filed by BMJ Medical
Management, Inc. (the "Corporation") with the Commission, are hereby
incorporated by reference in this Registration Statement:
(a) The Corporation's definitive Prospectus dated February 4,
1998, as filed with the Commission pursuant to Rule 424(b) under the Securities
Act.
(b) The description of the Common Stock contained in the
Corporation's Registration Statement on Form 8-A (File No. 001-13785), filed
with the Commission pursuant to the Exchange Act.
All documents filed by the Corporation with the Commission subsequent
to the date of this Registration Statement 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 by reference herein and to be part hereof from the date of the
filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Pursuant to Section 102(b)(7) of the Delaware General Corporation Law
(the "DGCL"), Article VI of the Corporation's Amended and Restated Certificate
of Incorporation eliminates the liability of the Corporation's directors to the
Corporation or its stockholders, except for liabilities related to breach of
duty of loyalty, actions not in good faith and certain other liabilities.
Section 145 of the DGCL provides for indemnification by the Corporation
of its directors and officers. In addition, Article IX, Section 1 of the
Corporation's By-laws requires the Corporation to indemnify any current or
former director or officer to the fullest extent permitted by the DGCL. In
addition, the Corporation has entered into indemnity agreements with its
directors which obligate the Corporation to indemnify such directors to the
fullest extent permitted by the DGCL. The Corporation also maintains officers'
and directors' liability insurance, which insures against liabilities that
officers and directors of the Corporation may incur in such capacities.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
II-1
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ITEM 8. EXHIBITS
Exhibit No. Description
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*4.1 Amended and Restated Certificate of Incorporation of the Corporation
*4.2 By-laws of the Corporation
*4.3 BMJ Medical Management, Inc. 1996 Stock Option Plan
5 Opinion of O'Sullivan Graev & Karabell, LLP (including the
consent of such counsel) regarding the legality of
securities being registered
23.1 Consent of O'Sullivan Graev & Karabell, LLP (included in Exhibit 5)
23.2 Consent of Ernst & Young, independent auditors
24 Powers of Attorney (included in page II-4)
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* Filed as an exhibit to the Corporation's Registration Statement on Form S-1
(File No. 333-35759) or an amendment thereto and incorporated herein by
reference.
ITEM 9. UNDERTAKINGS
(a) The undersigned Corporation 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.
(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 Corporation hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Corporation'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 therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
II-2
<PAGE>
(c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Corporation pursuant to the foregoing provisions, or otherwise, the
Corporation has been advised that in the opinion of the 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 Corporation of expenses
incurred or paid by a director, officer or controlling person of the Corporation
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 Corporation will, unless in the opinion of 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.
II-3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the Registrant has duly caused this Registration Statement on Form S-8 to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City
of Boca Raton, State of Florida on the 18th day of February, 1998.
BMJ MEDICAL MANAGEMENT, INC.
By:/s/ Naresh Nagpal, M.D.
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Name: Naresh Nagpal, M.D.
Title: President and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each individual whose
signature appears below constitutes and appoints Naresh Nagpal and David H.
Fater, jointly and severally, his true and lawful attorneys-in-fact and agents
with full powers of substitution, 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 all 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 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 any of them, or their
or his substitute or substitutes, may lawfully do or cause to be done by virtue
thereof.
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed on the 18th day of February, 1998,
by the following persons in the capacities indicated.
<TABLE>
<CAPTION>
Signature Title
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<S> <C>
/s/ Naresh Nagpal, M.D. President, Chief Executive Officer and Director
- --------------------------------------- (Principal Executive Officer)
Naresh Nagpal, M.D.
Executive Vice President, Chief Financial Officer,
/s/ David H. Fater Secretary and Director (Principal Financial and
- --------------------------------------- Accounting Officer)
David H. Fater
/s/ Georges Daou
- ---------------------------------------
Georges Daou Director
/s/ Stewart G. Eidelson, M.D.
- ---------------------------------------
Stewart G. Eidelson, M.D. Director
/s/ Ann H. Lamont
- ---------------------------------------
Ann H. Lamont Director
/s/ Donald J. Lothrop
- ---------------------------------------
Donald J. Lothrop Director
</TABLE>
II-4
<PAGE>
<TABLE>
<CAPTION>
Signature Title
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<S> <C>
/s/ James M. Fox, M.D.
- ---------------------------------------
James M. Fox, M.D. Director
</TABLE>
II-5
<PAGE>
[LETTERHEAD OF O'SULLIVAN GRAEV & KARABELL, LLP]
February 19, 1998
BMJ Medical Management, Inc.
4800 North Federal Highway
Suite 101E
Boca Raton, Florida 33431
Form S-8 Registration Statement for the
BMJ Medical Management, Inc. 1996 Stock Option Plan
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Ladies and Gentlemen:
We have acted as counsel for BMJ Medical Management, Inc., a Delaware
corporation (the "Company"), in connection with the registration statement on
Form S-8 (the "Registration Statement") to be filed on February 19, 1998, by the
Company under the Securities Act of 1933, as amended (the "Securities Act"), for
registration under the Securities Act of 2,000,000 shares (the "Shares") of
common stock, $.001 par value per share, of the Company to be issued by the
Company from time to time under the Company's 1996 Stock Option Plan (the
"Plan"). Capitalized terms used but not defined herein shall have the respective
meanings ascribed to them in the Registration Statement.
We have examined originals, or copies, certified or otherwise
identified to our satisfaction, of such documents, corporate records and other
instruments including, but not limited to, the Plan, as we have deemed necessary
for the purposes of rendering the opinion set forth below. As to certain
questions of fact material to the opinion contained herein, we have relied upon
certificates or statements of officers of the Company. In such examination, we
have assumed the genuineness of all signatures, the authenticity of all
documents submitted to us as originals and the conformity to authentic originals
of all documents submitted to us as certified or photostatic copies.
Based upon the foregoing, we are of the opinion that the issuance and
sale of the Shares have been duly authorized and, when issued, delivered and
paid for in accordance with the terms of the Plan as in effect on the date
hereof, the Shares will be validly issued, fully paid and nonassessable.
We are admitted to the Bar of the State of New York and we express no
opinion as to the laws of any other jurisdiction other than the Delaware General
Corporation Law.
<PAGE>
BMJ Medical Management, Inc.
February 19, 1998
Page 2
We hereby consent to the inclusion of this opinion as Exhibit 5 to the
Registration Statement and to all references to this firm included therein.
Very truly yours,
/s/ O'Sullivan Graev & Karabell, LLP
<PAGE>
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We consent to the reference to our firm in the Registration Statement (Form S-8
No. 333- ) pertaining to the BMJ Medical Management, Inc. 1996 Stock Option
Plan and to the incorporation by reference therein of our reports as follows
included in the Form S-1 (File No. 333-35759) and the related prospectus of BMJ
Medical Management, Inc. dated February 4, 1998, filed with the Securities and
Exchange Commission.
Report on Financial Statements Date of Report
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BMJ Medical Management, Inc. November 11, 1997,
except for the 5th
paragraph of Note 1,
as to which the date
is December 23, 1997
Orthopaedic Associates of Bethlehem, Inc. May 28, 1997, except
for Note 13, as to
which the date is
August 14, 1997
Southern California Orthopedic Institute Medical May 23, 1997
Group, a California General Partnership
South Texas Spinal Clinic, P.A. June 5, 1997
Tri-City Orthopedic Surgery Medical Group, Inc. May 17, 1997
Lauderdale Orthopaedic Surgeons May 21, 1997
Fishman and Stashak, M.D.'s, P.A. d/b/a/ Gold Coast July 9, 1997
Orthopedics
Sun Valley Orthopaedic Surgeons, an Arizona General July 18, 1997
Partnership
Orthopaedic Surgery Associates, P.A. October 10, 1997
Broward Institute of Orthopaedic Specialties, P.A. September 5, 1997
/s/ Ernst & Young LLP
West Palm Beach, Florida
February 13, 1998
