<PAGE> 1
As filed with the Securities and Exchange Commission
on October 17, 1997
Registration No. 333 - ____
- -------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------------------
CORPORATEFAMILY SOLUTIONS, INC.
------------------------------------------------------
(Exact name of registrant as specified in its charter)
TENNESSEE
--------------------------------------------------------------
(State or other jurisdiction of incorporation or organization)
62-1302117
------------------------------------
(I.R.S. employer identification no.)
209 TENTH AVENUE SOUTH, SUITE 300
Nashville, TN 37203-4173
---------------------------------------
(Address of principal executive offices)
AMENDED AND RESTATED 1987 STOCK OPTION PLAN
1996 STOCK INCENTIVE PLAN
1997 EMPLOYEE STOCK PURCHASE PLAN
1997 STOCK INCENTIVE PLAN
1997 OUTSIDE DIRECTOR'S INCENTIVE PLAN
--------------------------------------------
(Full title of the plan)
MICHAEL E. HOGREFE
209 TENTH AVENUE SOUTH, SUITE 300
Nashville, TN 37203-4173
--------------------------------------
(Name and address of agent for service)
(615) 256-9915
------------------------------------------------------------
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------
Proposed maximum Proposed maximum Amount of
Title of securities Amount to be offering price aggregate offering registration
to be registered registered per share(1) price(1) fee
- ------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock 1,707,696 shares $16.625 $28,390,446 $8,604
- ------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Estimated solely for the purpose of determining the amount of the
registration fee. Such estimates have been calculated in accordance with Rule
457(h) under the Securities Act of 1933, as amended, and are based on the
average of the high and low price per share of the Registrant's Common Stock as
reported on The Nasdaq Stock Market's National Market (the "National Market") on
October 10, 1997.
<PAGE> 2
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents previously filed by CorporateFamily Solutions,
Inc. (the "Registrant") with the Securities and Exchange Commission (the
"Commission") are hereby incorporated by reference:
1. The Registrant's Final Prospectus filed pursuant to Rule
424(b) under the Securities Act, as amended (the "Securities
Act"), in connection with the Registrant's Registration
Statement on Form S-1 (Registration No. 333-29523); and
2. The description of the Registrant's Common Stock, no par value
per share (the "Common Stock"), contained in the Registant's
Registration Statement on Form 8-A, dated July 8, 1997,
including all amendments and reports filed for the purpose of
updating such description prior to the termination of the
offering of the Common Stock offered hereby.
All documents and reports subsequently filed by the Registrant pursuant
to Section 13(a), 13(c), 14, or 15(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), after the date hereof and prior to the filing of a
post-effective amendment to this Registration Statement which indicates that all
shares offered hereby have been sold or which deregisters all shares then
remaining unsold shall be deemed to be incorporated by reference herein and to
be a part hereof from the date of filing of such documents. Any statements
contained in a document incorporated or deemed to be incorporated by reference
herein shall be deemed to be modified or replaced for purposes hereof to the
extent that a statement contained herein (or in any other subsequently filed
document which also is incorporated or deemed to be incorporated by reference
herein) modifies or replaces such statement. Any statement so modified or
replaced shall not be deemed, except as so modified or replaced, to constitute a
part hereof.
Item 4. Description of Securities
Inapplicable
II-1
<PAGE> 3
Item 5. Interests of Named Experts and Counsel.
The validity of the shares of Common Stock registered hereby will be
passed upon for the Registrant by Bass, Berry & Sims PLC, Nashville, Tennessee.
Certain members of Bass, Berry & Sims PLC beneficially own 14,280 shares of
Common Stock.
Item 6. Indemnification of Directors and Officers.
The Tennessee Business Corporation Act ("TBCA") provides that a
corporation may indemnify any of its directors and officers against liability
incurred in connection with a proceeding if (i) such person acted in good faith;
(ii) in the case of conduct in an official capacity, the director or officer
reasonably believed such conduct was in the corporation's best interests; (iii)
in all other cases, the director or officer reasonably believed that his conduct
was at least not opposed to the best interests of the corporation; and (iv) in
connection with any criminal proceeding, the director or officer had no
reasonable cause to believe his conduct was unlawful. In actions brought by or
in the right of the corporation, however, the TBCA provides that no
indemnification may be made if the director or officer was adjudged to be liable
to the corporation. The TBCA also provides that in connection with any
proceeding charging improper personal benefit to an officer or director, no
indemnification may be made if such officer or director is adjudged liable on
the basis that such personal benefit was improperly received. In cases where the
director or officer is wholly successful, on the merits or otherwise, in the
defense of any proceeding instigated because of his stems as an officer or
director of a corporation, the TBCA mandates that the corporation indemnify the
director or officer against reasonable expenses incurred in the proceeding.
Notwithstanding the foregoing, the TBCA provides that a court of competent
jurisdiction, upon application, may order that an officer or director be
indemnified for reasonable expenses if, in consideration of all relevant
circumstances, the court determines that such individual is fairly and
reasonably entitled to indemnification, notwithstanding the fact that (i) he was
adjudged liable to the corporation in a proceeding by or in the right of the
corporation; (ii) he was adjudged liable on the basis that personal benefit was
improperly received by him; or (iii) he breached his duty of care to the
corporation.
The Registrant's Charter provides that to the fullest extent permitted
by Tennessee law, no director shall be personally liable to the Registrant or
its shareholders for monetary damages for breach of any fiduciary duty as a
director. Under the TBCA, this Charter provision relieves the Registrant's
directors from personal liability to the Registrant or its shareholders for
monetary damages for breach of fiduciary duty as a director, except for
liability arising from a judgment or over final adjudication establishing (i) a
breach of the director's duty of loyalty; (ii) acts or omissions not in good
faith or involving intentional misconduct or a knowing violation of law; (iii)
unlawful distributions; or (iv) receipt of an
II-2
<PAGE> 4
improper personal benefit. In addition, the Registrant's Bylaws provide each
director or officer of the Registrant shall be indemnified by the Registrant to
the fullest extent allowed by Tennessee law.
Registrant has entered into indemnification agreements with each of its
directors and executive officers. These indemnification agreements also provide
for the indemnification by the Registrant of such directors and executive
officers for liability for acts and omissions as directors and executive
officers of the Registrant.
The Company has purchased a directors and officers insurance policy
providing coverage for certain liabilities of the Company's officers and
directors.
Item 7. Exemption From Registration Claimed.
Inapplicable.
Item 8. Exhibits.
See Exhibit Index (page II-7).
Item 9. Undertakings.
A. The 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;
(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;
(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;
II-3
<PAGE> 5
provided, however, (a)(1)(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 with or furnished to the Commission by the
Registrant pursuant to Section 13 or 15(d) of the Exchange Act that are
incorporated by reference in the Registration Statement.
(2) 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.
(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 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 15(d) of the Exchange Act that is
incorporated by reference in this 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.
C. 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.
II-4
<PAGE> 6
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 Nashville, State of Tennessee, on the 16th day of
October, 1997.
CORPORATE FAMILY SOLUTIONS, INC.
By: /s/ Marquerite W. Sallee
-----------------------------------------
Marquerite W. Sallee
President and Chief Executive Officer
KNOW ALL MEN BY THESE PRESENTS, each person whose signature appears
below hereby constitutes and appoints Marguerite W. Sallee and Michael E.
Hogrefe, 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 by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
/s/ Marquerite W. Sallee President and Chief Executive Officer October 16, 1997
- ------------------------------- (Principal Executive Officer)
Marquerite W. Sallee
</TABLE>
II-5
<PAGE> 7
<TABLE>
<S> <C> <C>
/s/ Michael E. Hogrefe Executive Vice President, Chief October 16, 1997
- ------------------------------- Financial Officer and Secretary
Michael E. Hogrefe (Principal Financial and Accounting Officer)
/s/ Robert D. Lurie Chairman of the Board October 16, 1997
- ------------------------------- and Director
Robert D. Lurie
/s/ Lamar Alexander Vice Chairman of the Board October 16, 1997
- ------------------------------- and Director
Lamar Alexander
Director
- -------------------------------
JoAnne Brandes
/s/ Jerry L. Calhoun Director October 16, 1997
- -------------------------------
Jerry L. Calhoun
/s/ Thomas G. Cigarran Director October 16, 1997
- -------------------------------
Thomas G. Cigarran
/s/ E. Townes Duncan Director October 16, 1997
- -------------------------------
E. Townes Duncan
/s/ Joseph J. Guzzo Director October 16, 1997
- -------------------------------
Joseph J. Guzzo
</TABLE>
II-6
<PAGE> 8
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
Number Description
------ -----------
<S> <C>
4.1 Amended and Restated Charter of Corporate Family Solutions,
Inc. (incorporated by reference to Exhibit 3.1 of the Registrant's
Registration Statement on Form S-1, as amended, (File No. 333-
29523, filed with the Commission on June 18, 1997)
4.2 Amended and Restated Bylaws of Corporate Family Solutions,
Inc. (incorporated by reference to Exhibit 3.2 of the Registrant's
Registration Statement on Form S-1, as amended, (File No. 333-
29523, filed with the Commission on June 18, 1997)
4.3 Amended and Restated 1987 Stock Option Plan
4.4 1996 Stock Incentive Plan Amended (incorporated by reference
to Exhibit 10.4 of the Registrant's Registration Statement on
Form S-1, as amended, (File No. 333-29523, filed with the
Commission on June 18, 1997)
4.5 1997 Employee Stock Purchase Plan (incorporated by reference
to Exhibit 10.1 of the Registrant's Registration Statement on
Form S-1, as amended, (File No. 333-29523, filed with the
Commission on June 18, 1997)
4.6 1997 Stock Incentive Plan Amended (incorporated by reference
to Exhibit 10.2 of the Registrant's Registration Statement on
Form S-1, as amended, (File No. 333-29523, filed with the
Commission on June 18, 1997)
4.7 1997 Outside Directors' Incentive Plan (incorporated by
reference to Exhibit 10.14 of the Registrant's Registration
Statement on Form S-1, as amended, (File No. 333-29523, filed
with the Commission on June 18, 1997)
5 Opinion of Bass, Berry & Sims PLC:
23.1 Consent of Bass, Berry & Sims PLC (included in Exhibit 5)
</TABLE>
II-7
<PAGE> 9
<TABLE>
<CAPTION>
Exhibit
Number Description
------ -----------
<S> <C>
23.2 Consent of Arthur Andersen LLP
23.3 Consent of Arthur Andersen LLP
23.4 Consent of Trien, Rosenberg, Rosenberg, Weinberg, Ciullo &
Fazzari, LLP
24 Power of Attorney (included on page II-5)
</TABLE>
II-8
<PAGE> 1
EXHIBIT 4.3
AMENDED AND RESTATED 1987 STOCK OPTION PLAN
1. Purpose. The purpose of the Corporate Child Care, Inc. 1987
Stock Option Plan (the "Plan") is to advance the growth and prosperity of
Corporate Child Care, Inc. (the "Company") and its subsidiaries by providing
key employees with an additional incentive to contribute to the best interests
of the Company. Without prejudice to other compensation programs approved from
time to time by the Board of Directors (the "Board") and/or shareholders of the
Company, such additional incentive is to be given key employees by means of
stock options provided for under the Plan. In the discretion of the Committee
hereinafter provided for and the Board, such options may be "Incentive Stock
Options" within the meaning of Section 422A of the Internal Revenue Code of
1986 (the "Code"), or "non-statutory" stock options.
2. Administration of the Plan.
(a) The Plan shall be administered by the Board unless and until
such time as the Board delegates administration to a committee pursuant to
subparagraph 2(c) (the "Committee"). The Board shall administer the Plan only
if a majority of the entire Board, and a majority of the directors acting with
respect to each matter pertaining to the administration of the Plan, is
comprised of disinterested persons. For the purposes of this paragraph 2,
"disinterested person" shall mean a person who has not at any time within one
year prior to the date in question been eligible for participation in the Plan
or any other plan of the Company or any of its subsidiaries entitling the
participants therein to acquire stock or stock options of the Company or any of
its subsidiaries.
(b) The Board shall have the power, subject to, and within, the
limits of the express provisions of the Plan:
<PAGE> 2
(i) To determine from time to time which of the eligible
persons shall be granted options under the Plan, the term of each
granted option, the time or times during the term of each option
within which all or portions of each option may be exercised, whether
the options granted shall be Incentive Stock Options or non- statutory
options, and the number of shares for which each option shall be
granted.
(ii) To construe and interpret the Plan and options
granted under it, and to establish, amend and revoke rules and
regulations for its administration. The Board, in the exercise of this
power, shall generally determine all questions of policy and
expediency that may arise and may correct any defect, omission or
inconsistency in the Plan or in any option agreement in a manner and
to the extent it shall deem necessary or expedient to make the Plan
fully effective.
(iii) To prescribe the terms and provisions of each option
granted (which need not be identical).
(iv) To amend the Plan as provided herein.
(v) Generally, to exercise such powers and to perform
such acts as are deemed necessary or expedient to promote the best
interests of the Company.
(c) The Board, by resolution, may delegate administration of the
Plan (including, without limitation, the Board's powers under subparagraph
2(b)) to a Committee composed of not less than three members, all of whom shall
be disinterested persons. If administration is delegated to a Committee, the
Committee shall have, in connection with the administration of the Plan, the
powers theretofore possessed by the Board, subject, however, to such
constraints, not inconsistent with the provisions of the Plan, as may be
adopted from time to time by the Board. The Board at any time
2
<PAGE> 3
may remove members from or add members to the Committee or may abolish the
Committee and revest in the Board the administration of the Plan. Vacancies on
the Committee, howsoever caused, shall be filled by the Board.
(d) The interpretation and construction by the Board of any
provisions of the Plan or of any option granted under it shall be final, and
the interpretation or construction by any Committee appointed pursuant to
subparagraph 2(c) of any such provisions or option shall also, unless otherwise
determined by the Board, be final. No member of such Committee or of the Board
shall be liable for any action or determination made in good faith with respect
to the Plan or any option granted under it.
3. Eligible Employees. The Board or the Committee shall
determine from time to time those officers and key employees of the Company and
its subsidiaries to whom options shall be granted and, pursuant to the
provisions of the Plan, the amount thereof and the terms and conditions,
including requirements as to continued employment by the participant, upon
which such options are granted and are exercisable. Directors of the Company
who are not also employees of the Company or its subsidiaries shall not be
eligible to participate in the Plan. For purposes of the Plan, "employee"
shall be defined as a person who is employed full-time by the Company and who
devotes all of his or her time, attention and energies to the business of the
Company.
4. The Stock. The stock subject to the options and other
provisions of the Plan shall be shares of the Company's authorized and unissued
Common Stock, no par value per share, or reacquired Common Stock held in the
treasury. The total number of shares of the Company's Common Stock that may be
transferred pursuant to the exercise of stock options under the Plan shall not
exceed in the aggregate 895,000 shares, subject to adjustment as provided in
paragraph 8. Shares
3
<PAGE> 4
subject to options which terminate or expire prior to exercise shall be
available for further option hereunder.
Each option granted under this Plan shall be subject to the
requirement that if at any time the Board or the Committee shall determine that
the listing, registration or qualification of the shares subject thereto upon
any securities exchange or under any state or Federal law, or the consent or
approval of any governmental regulatory body is necessary or desirable in
connection with the issue or transfer of shares subject thereto, no such option
may be exercised in whole or in part unless such listing, registration,
qualification, consent or approval shall have been effected or obtained free of
any conditions not acceptable to the Board or the Committee. If required at
any time by the Board or the Committee, an option may not be exercised until
the optionee has delivered an investment letter to the Company containing the
representations that all shares being purchased are being acquired by the
optionee for investment and not with a view to, or for resale in connection
with, any distribution of such shares.
5. Terms and Conditions of Options. All stock options granted
pursuant to the Plan shall be in such form as the Board or the Committee shall
from time to time determine, shall clearly indicate whether such option is an
Incentive Stock Option or a non-statutory stock option, and shall be subject to
the following terms and conditions:
(a) Option Price. The price per share for Common Stock under each
option granted under the Plan shall be determined and fixed by the Board or the
Committee but, in the case of Incentive Stock Options, shall in no event be
less than 100% of the fair market value of the Common Stock on the date of
grant of such option, and, in the case of non-statutory stock options, shall in
no event be less than 85% of the fair market value of the Common Stock on the
date of grant of such
4
<PAGE> 5
option. In the case of the grant of an Incentive Stock Option to an individual
who, at the time of the grant, owns more than 10% of the total combined voting
power of all classes of stock of the Company, such price per share shall not be
less than 110% of the fair market value of the Common Stock on the date of
grant of the option.
(b) Option Period. The period during which an option may be
exercised shall be determined by the Board or the Committee, provided, however,
that in no event shall an Incentive Stock Option be exercisable after the
expiration of 10 years from the date such option was granted; and provided
further that in the case of the grant of an Incentive Stock Option to an
individual who, at the time of the grant, owns more than 10% of the total
combined voting power of all classes of stock of the Company, in no event shall
such option be exercisable more than five years from the date of the grant.
Options may be made exercisable in installments, and such options or
installments thereof may be exercised in part from time to time after they
become exercisable. The maturity of any installment or installments may be
accelerated at the discretion of the Board or the Committee.
In the event that a participant shall cease to be employed by the
Company or one of its subsidiaries for any reason other than his death, all
options held by him pursuant to the Plan and not previously exercised at the
date of such termination shall terminate immediately and become void and of no
effect; provided, however, that the Board or the Committee shall have the right
to extend the exercise period not in excess of three months (unless otherwise
determined by the Board of the Committee) following the date of termination of
the participant's employment, subject to the further condition, however, that no
Incentive Stock Option shall be exercisable after the expiration of 10 years
from the date it is granted. Notwithstanding the foregoing, if the termination
is due to disability, or to retirement with the consent of the Company, such
disabled or retiring participant shall have the right to exercise his options
which have not
5
<PAGE> 6
previously been exercised at the date of such termination of employment at any
time within three months after such termination, subject to the condition that
no Incentive Stock Option shall be exercisable after the expiration of 10 years
from the date it is granted. Whether termination of employment is due to
disability or is to be considered retirement with the consent of the Company
shall be determined by the Board or the Committee, which determination shall be
final and conclusive.
If the participant should die while in the employ of the Company or a
subsidiary of the Company or within a period of three months after the
termination of his employment by retirement and shall not have fully exercised
options granted under the Plan, such options may be exercised in whole or in
part at any time within 12 months after the participant's death by the
executors or administrators of the participant's estate or by any person or
persons who shall have acquired the options directly from the participant by
bequest or inheritance, subject to the condition that no Incentive Stock Option
shall be exercisable after the expiration of 10 years from the date it is
granted.
The exercise of an option granted under the Plan shall not affect the
optionee's right or ability to exercise any other option granted under the Plan
or any other stock option plan of the Company or its subsidiaries.
(c) Limitations on Grants. No Incentive Stock Option shall be
granted to any participant under the Plan if the aggregate fair market value
(as of the date the option is granted) of the Common Stock with respect to
which Incentive Stock Options are exercisable for the first time by such
participant during any calendar year (under all such plans of the Company and
any subsidiary of the Company) exceeds $100,000.
6
<PAGE> 7
(d) Limitations on Disposition. To obtain the tax benefits
associated with Incentive Stock Options, the optionee must make no disposition
of shares acquired pursuant to the exercise of an Incentive Stock Option within
two years from the granting of such Incentive Stock Option or within one year
from the date of the exercise of such Incentive Stock Option.
6. Payment for Stock. Payment for shares subject to options
granted under the Plan may be made by the optionee in the form of cash or by
means of unrestricted shares of the Company's Common Stock or any combination
thereof upon the exercise of the option. Payment in currency or by check, bank
draft, cashier's check or postal money order shall be considered payment in
cash. In the event of payment in the Company's Common Stock, the shares used
in payment of the purchase price shall be taken at the fair market value
thereof on the date of the exercise of the option.
7. Non-Assignability. No option shall be transferable otherwise
than by will or the laws of descent and distribution and an option is
exercisable during the lifetime of the optionee only by him.
8. Adjustment Upon Changes in Stock.
(a) The number of shares of Common Stock available for the
granting of options under the Plan and the number of shares and price per share
of Common Stock subject to outstanding options granted pursuant to the Plan
shall be adjusted by the Board or the Committee in an equitable manner to
reflect changes in the capitalization of the Company, including, but not
limited to, such changes as result from merger, consolidation, reorganization,
recapitalization, stock dividend, dividend in property other than cash, stock
split, liquidating dividend or any other dividend not in the ordinary course of
business, combination of shares, exchange of shares and change in corporate
structure. If any adjustment under this subparagraph 8(a) would create a
fractional share of Common
7
<PAGE> 8
Stock or a right to acquire a fractional share of Common Stock, such fractional
share shall be disregarded and the number of shares available under the Plan
and the number covered under any options granted pursuant to the Plan shall be
the next lower number of shares, rounding all fractions downward.
(b) Change in Control Provisions.
(i) Impact of Event. In the event of:
(1) a "Change in Control" as defined below or
(2) a "Potential Change in Control" as defined
below, but only if and to the extent so determined by the
Committee or the Board at or after grant (subject to any right
of approval expressly reserved by the Committee or the Board
at the time of such determination),
the following acceleration and valuation provisions shall apply if so
determined by the Board in its sole discretion:
(A) any option awarded under the Plan
not previously exercisable and vested shall become
fully exercisable and vested.
(B) Unless otherwise set forth in the
award agreement and except as otherwise provided in
Section (C) below, the value of all outstanding
options, in each case to the extent vested, shall,
unless otherwise determined by the Committee in its
sole discretion at or (except in the case of an
Incentive Stock Option) after grant but prior to any
Change in Control, be cashed out on the basis of the
"Change in Control Price" as defined below as of the
date such Change in Control or such Potential Change
in Control is determined to have occurred or such
other date as the Committee may determine prior to
the Change in Control.
(C) In the case of any options held by
any person subject to Section 16(a) of the Exchange
Act, the value of all such options, in each case to
the extent that they are vested, shall (unless
otherwise determined by the Committee in its sole
discretion) be cashed out on the basis of the "Change
in Control Price" as defined below as of the date of
such Change in Control or such Potential Change in
Control
8
<PAGE> 9
is determined to have occurred, but only if the
Change in Control or Potential Change in Control is
outside the control of the grantee for purposes of
Rule 16b-3(e)(3) under the Exchange Act, or any
successor provision promulgated by the Securities and
Exchange Commission.
(ii) Definition of Change in Control. For purposes of
this Section, a "Change in Control" means the happening of any of the
following:
(1) any person or entity, including a "group" as
defined in Section 13(d)(3) of the Exchange Act, other than
the Company or a wholly-owned subsidiary thereof or any
employee benefit plan of the Company or any of its
subsidiaries, becomes the beneficial owner of the Company's
securities having 35% or more of the combined voting power of
the then outstanding securities of the Company that may be
cast for the election of directors of the Company (other than
as a result of an issuance of securities initiated by the
Company in the ordinary course of business); or
(2) as the result of, or in connection with, any
cash tender or exchange offer, merger or other business
combination, sales of assets or contested election, or any
combination of the foregoing transactions, less than a
majority of the combined voting power of the then outstanding
securities of the Company or any successor company or entity
entitled to vote generally in the election of the directors of
the Company or such other company or entity after such
transaction are held in the aggregate by the holders of the
Company's securities entitled to vote generally in the
election of directors of the Company immediately prior to such
transaction; or
(3) during any period of two consecutive years,
individuals who at the beginning of any such period constitute
the Board cease for any reason to constitute at least a
majority thereof, unless the election, or the nomination for
election by the Company's stockholders, of each director of
the Company first elected during such period was approved by a
vote of at least two-thirds of the directors of the Company
then still in office who were directors of the Company at the
beginning of any such period.
(iii) Definition of Potential Change in Control.
For purposes of this Section, a "Potential Change in Control" means
the happening of any one of the following:
9
<PAGE> 10
(1) The approval by stockholders of an agreement
by the Company, the consummation of which would result in a
Change in Control of the Company as defined above; or
(2) The acquisition of beneficial ownership,
directly or indirectly, by any entity, person or group (other
than the Company or a subsidiary or any Company employee
benefit plan (including any trustee of such plan acting as
such trustee)) of securities of the Company representing 5% or
more of the combined voting power of the Company's outstanding
securities and the adoption by the Committee of a resolution
to the effect that a Potential Change in Control of the
Company has occurred for purposes of this Plan.
(iv) Change in Control Price. For purposes of this
Section, "Change in Control Price" means the highest price per share
paid in any transaction reported on the Nasdaq Stock Market or such
other exchange or market as is the principal trading market for the
stock, or paid or offered in any bona fide transaction related to a
Potential or actual Change in Control of the Company at any time
during the 60 day period immediately preceding the occurrence of the
Change in Control (or, where applicable, the occurrence of the
Potential Change in Control event), in each case as determined by the
Committee except that, in the case of Incentive Stock Options, such
price shall be based only on transactions reported for the date on
which a cash out occurs under this Section.
(c) Any adjustment made by the Board or the Committee under this
paragraph 8 shall be conclusive and binding on all affected persons. No
Incentive Stock Option granted pursuant to the Plan shall be adjusted in a
manner that causes such Incentive Stock Option to fail to continue to qualify
as an Incentive Stock Option within the meaning of Section 422A of the Code.
9. Amendment. The Board from time to time may amend this Plan,
but except as provided above with respect to dilutions or other adjustments or
mergers or consolidations, or with the approval of the Company's shareholders,
may not (a) increase the aggregate number of shares
10
<PAGE> 11
available for options hereunder, (b) change the price at which options may be
granted, (c) extend the maximum period during which an option may be exercised,
or (d) change the eligibility requirements for options hereunder. Rights and
obligations under any option granted before amendment of the Plan shall not be
altered or impaired by amendment of the Plan, except with the consent of the
person to whom the option was granted.
10. Fair Market Value of Stock. Whenever pursuant to the terms of
the Plan the fair market value of the Company's Common Stock is required to be
determined as of a particular date, such fair market value shall equal the last
sale price of the Common Stock on the principal exchange on which the Common
Stock is then listed, or if the Common Stock is not then listed on any
exchange, on the National Association of Securities Dealers Automated Quotation
System National Market System ("NMS"), or, if price quotations for the Common
Stock are not available on NMS, the mean between the closing bid and asked
price of the Common Stock on the National Association of Securities Dealers
Automated Quotation System ("NASDAQ"), or if no bid quotation is available on
NASDAQ, the fair value of such Common Stock as determined by the Board, in each
case, on the business day immediately preceding the date on which the
determination is made. Fair market value shall be determined in all cases
without regard to any restriction other than a restriction which, by its terms,
will never lapse.
11. No Rights as Shareholder. A participant in the Plan shall
have no rights as a shareholder with respect to any shares covered by his
option until the date of the issuance of a stock certificate to him. No
adjustment shall be made for dividends (ordinary or extraordinary, whether in
cash, securities or other property) or distributions or other rights for which
the record date is prior to the date such stock certificate is issued.
11
<PAGE> 12
12. Indemnification of Committee. In addition to such other
rights of indemnification as they may have as directors or as members of the
Committee, the members of the Committee shall be indemnified by the Company
against the reasonable expenses, including attorneys' fees actually and
necessarily incurred in connection with the defense of any action, suit or
proceeding, or in connection with any appeal therein, to which they or any of
them may be a party by reason of any action taken or failure to act under or in
connection with the Plan or any option granted thereunder, and against all
amounts paid by them in settlement thereof (provided such settlement is
approved by independent legal counsel selected by the Company) or paid by them
in satisfaction of a judgment in any such action, suit or proceeding, except in
relation to matters as to which it shall be adjudged in such action, suit or
proceeding that such Committee member is liable for negligence or misconduct in
the performance of his duties; provided that within 60 days after institution
of any such action, suit or proceeding, the Committee member shall in writing
offer the Company the opportunity, at its own expense, to handle and defend the
same.
13. Termination. This Plan shall terminate on October 1, 1997,
unless sooner terminated by action of the Board. No option may be granted
hereunder after termination of the Plan, but such termination shall not affect
the validity of any option then outstanding.
14. Shareholder Approval. The Plan shall be subject to approval
by the holders of a majority of the outstanding shares of Common Stock of the
Company present and voting at a meeting of shareholders, which approval must
occur within the period beginning 12 months before and ending 12 months after
the date the Plan is adopted by the Board, provided, however, that options may
be granted thereunder when all the conditions (other than shareholder approval)
precedent to the granting of options under the Plan have been completed by the
Company.
12
<PAGE> 1
EXHIBIT 5
[BASS, BERRY & SIMS PLC LETTERHEAD]
October 16,1997
CorporateFamily Solutions, Inc.
209 Tenth Avenue South, Suite 300
Nashville, Tennessee 37203-4173
RE: REGISTRATION STATEMENT ON FORM S-8
Ladies and Gentlemen:
We have acted as your counsel in the preparation of a Registration
Statement on Form S-8 (the "Registration Statement") relating to the
Company's Amended and Restated 1987 Stock Opinion Plan, 1996 Stock Incentive
Plan, 1997 Employee Stock Purchase Plan, 1997 Stock Incentive Plan and 1997
Outside Directors' Incentive Plan (collectively, the "Plans") filed by you with
the Securities and Exchange Commission covering 1,707,696 shares (the "Shares")
of common stock, no par value per share, issuable pursuant to the Plans.
In so acting, we have examined and relied upon such records, documents,
and other instruments as in our judgment are necessary or appropriate in order
to express the opinions hereinafter set forth and have assumed the genuineness
of all signatures, the authenticity of all documents submitted to us as
originals, and the conformity to original documents of all documents submitted
to us as certified or photostatic copies.
Based on the foregoing, we are of the opinion that the Shares, when
issued pursuant to and in accordance with the Plans, will be validly issued,
fully paid, and nonassessable.
We hereby consent to the use of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ BASS, BERRY & SIMS PLC
<PAGE> 1
EXHIBIT 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement on Form S-8 our reports on Corporate
Family Solutions, Inc. dated March 14, 1997 (except for Note 13, as to which the
date is July 17, 1997) included in CorporateFamily Solutions, Inc. Form S-1
(Registration No. 333-29523) and to all references to our Firm included in or
incorporated by reference in this registration statement.
/s/ ARTHUR ANDERSEN LLP
Nashville, Tennessee
October 15, 1997
<PAGE> 1
EXHIBIT 23.3
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement on Form S-8 our report on Resources for
Child Care Management, Inc. dated March 14, 1997 included in CorporateFamily
Solutions, Inc. Form S-1 (Registration No. 333-29523) and to all references to
our Firm included in or incorporated by reference in this registration
statement.
/s/ ARTHUR ANDERSEN LLP
Nashville, Tennessee
October 15, 1997
<PAGE> 1
EXHIBIT 23.4
CONSENT AND REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANT
We hereby consent to the use in this Registration Statement of our report dated
March 9, 1995, except Note 8 (f) which is as of May 8, 1995 relative to the
consolidated financial statements (presented separately in the Registration
Statement) of Resources for Child Care Management, Inc. and Subsidiaries and to
the reference to our firm under the caption "experts" in the prospectus.
/s/ TRIEN, ROSENBERG, ROSENBERG
WEINBERG, CIULLO & FAZZARI, LLP
Morristown, NJ
October 16, 1997
