<PAGE> 1
As filed with the Securities and Exchange Commission on June __, 2000
REGISTRATION NO. 333-61461
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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POST EFFECTIVE AMENDMENT NO. 1 TO
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
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ORTHALLIANCE, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 95-463213
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
21535 HAWTHORNE BOULEVARD, SUITE 200
TORRANCE, CALIFORNIA 90503
(Address, including zip code, of registrant's principal executive offices)
ORTHALLIANCE, INC.
1997 ORTHODONTIST STOCK OPTION PLAN
(Full title of plan)
SAM WESTOVER
CHIEF EXECUTIVE OFFICER
21535 HAWTHORNE BOULEVARD, SUITE 200
TORRANCE, CALIFORNIA 90503
(310) 792-1300
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
COPY TO:
MICHAEL J. O'SULLIVAN, ESQ.
MUNGER, TOLLES & OLSON LLP
355 SOUTH GRAND AVENUE, SUITE 3500
LOS ANGELES, CALIFORNIA 90071-1560
(213) 683-9100
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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Proposed
Proposed Maximum
Title of Maximum Aggregate
Securities To Be Amount To Be Offering Price Offering Amount of
Registered Registered (1) Per Share(2) Price(2) Registration Fee
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<S> <C> <C> <C> <C>
Class A Common 200,000 (2) $1,245,196.49 $328.74
Stock, par value
$.001 per share
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</TABLE>
(1) This Registration Statement shall also cover any additional shares of
Common Stock which become issuable under the OrthAlliance, Inc. 1997
Orthodontist Stock Option Plan by reason of any stock dividend, stock
split, recapitalization or other similar transaction effected without
the receipt of consideration which results in an increase in the number
of the outstanding shares of Common Stock of OrthAlliance, Inc.
(2) Calculated solely for purposes of this offering under Rule 457(h) of the
Securities Act of 1933 on the basis of the average price of the total of
(i) options previously granted for 2,365 shares of Class A Common Stock
(the "Common Stock") under the 1997 Orthodontist Stock Option Plan (the
"Plan") at an exercise price of $7.825 per share, (ii) options
previously granted for 619 shares of Common Stock pursuant to the Plan
at an exercise price of $7.725 per share, (iii) options previously
granted for 2,246 shares of Common Stock pursuant to the Plan at an
exercise price of $7.713 per share, (iv) options previously granted for
646 shares of Common Stock pursuant to the Plan at an exercise price of
$7.70 per share, (v) options previously granted for 2,213 shares of
Common Stock pursuant to the Plan at an exercise price of $7.613 per
share, (vi) options previously granted for 378 shares of Common Stock
pursuant to the Plan at an exercise price of $7.688 per share, (vii)
options previously granted for 1,913 shares of Common Stock pursuant to
the Plan at an exercise price of $7.5375 per share, (viii) options
previously granted for 1,890 shares of Common Stock pursuant to the Plan
at an exercise price of $7.475 per share, (ix) options previously
granted for 1,648 shares of Common Stock pursuant to the Plan at an
exercise price of $7.40 per share, (x) options previously granted for
12,813 shares of Common Stock pursuant to the Plan at an exercise price
of $7.35 per share, (xi) options previously granted for 1,637 shares of
Common Stock pursuant to the Plan at an exercise price of $7.3375 per
share, (xii) options previously granted for 851 shares of Common Stock
pursuant to the Plan at an exercise price of $7.325 per share, (xiii)
options previously granted for 1,972 shares of Common Stock pursuant to
the Plan at an exercise price of $7.25 per share, (xiv) options
previously granted for 6,722 shares of Common Stock pursuant to the Plan
at an exercise price of $7.025 per share, (xv) options previously
granted for 1,023 shares of Common Stock pursuant to the Plan at an
exercise price of $6.825 per share, (xvi) options previously granted for
4,109 shares of Common Stock pursuant to the Plan at an exercise price
of $6.788 per share, (xvii) options previously granted for 9,002 shares
of Common Stock pursuant to the Plan at an exercise price of $6.7375 per
share, (xviii) options previously granted for 366 shares of Common Stock
pursuant to the Plan at an exercise price of $6.65 per share, (xix)
options previously granted for 7,002 shares of Common Stock pursuant to
the Plan at an exercise price of $6.35 per share, (xx) options
previously granted for 1,165 shares of Common Stock pursuant to the Plan
at an exercise price of $6.2625 per share, (xxi) options previously
granted for 830 shares of Common Stock pursuant to the Plan at an
exercise price of $6.2375 per share, (xxii) options previously granted
for 555 shares of Common Stock pursuant to the Plan at an exercise price
of $6.175 per share, (xxiii) options previously granted for 1,615 shares
of Common Stock pursuant to the Plan at an exercise price of $5.975 per
share, and (xxiv) the average of the high and low sales prices per share
reported on the Nasdaq National Market on May 31, 2000 for the 136,420
shares of Common Stock for which options have not been granted under the
Plan.
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<PAGE> 3
INCORPORATION BY REFERENCE
Pursuant to General Instruction E to Form S-8, the contents of the Registration
Statement on Form S-8 filed by OrthAlliance, Inc. (the "Registrant") under
registration number 333-61461 with respect to the securities offered pursuant to
the Registrant's 1997 Orthodontist Stock Option Plan (the "Plan") are hereby
incorporated by reference herein, and the opinions and consents listed below are
annexed hereto:
<TABLE>
<CAPTION>
Exhibit Description
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<S> <C>
4.3 OrthAlliance, Inc. 1997 Orthodontist Stock Option Plan, as amended.
5.1 Opinion of Munger, Tolles & Olson LLP regarding legality of shares
being registered.
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of Munger, Tolles & Olson LLP (included in Exhibit 5.1).
24.1 Power of Attorney (included on signature page).
</TABLE>
<PAGE> 4
SIGNATURES
Pursuant to the requirements of the Securities Act, 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 Torrance, State of California, on the 2nd day of June, 2000.
ORTHALLIANCE, INC.
By: /s/ Sam Westover
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Sam Westover
Chief Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below
constitutes and appoints Sam Westover, James C. Wilson and Paul H. Hayase and
each of them, a true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution for such person 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 all exhibits thereto and other
documents in connection therewith, with the 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 or necessary to be done in
and about the premises, as fully and 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, and any of them, or their substitutes, may
lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this Registration Statement
has been signed by the following persons in the capacities and as of the dates
indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Sam Westover President, Chief Executive June 2, 2000
--------------------- Officer and Director
Sam Westover (Principal Executive Officer)
/s/ James C. Wilson Chief Financial Officer June 2, 2000
---------------------- (Principal Financial and
James C. Wilson Accounting Officer)
/s/ W. Dennis Summers Chairman of the Board June 2, 2000
----------------------
W. Dennis Summers
</TABLE>
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<TABLE>
<CAPTION>
<S> <C> <C>
Director June __, 2000
----------------------
Randall K. Bennett
/s/ Larry D. Dormois Director June 2, 2000
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Larry D. Dormois
/s/ Douglas D. Durbin Director June 2, 2000
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Douglas D. Durbin
/s/ G. Harry Durity Director June 2, 2000
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G. Harry Durity
Director June __, 2000
----------------------
Raymond G.W. Kubisch
Director June __, 2000
----------------------
Craig L. McKnight
Director June __, 2000
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Stephen G. Tracey
</TABLE>
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EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT DESCRIPTION PAGE
------- ----------- ----
<S> <C> <C>
4.3 OrthAlliance, Inc. 1997 Orthodontist Stock Option Plan, as
amended.
5.1 Opinion of Munger, Tolles & Olson LLP regarding legality
of shares being registered.
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of Munger, Tolles & Olson LLP (included in Exhibit
5.1).
24.1 Power of Attorney (included on signature page).
</TABLE>
