<PAGE> 1
As filed with the Securities and Exchange Commission
on July 28, 1998
Registration No. 333-
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-----------------------------------
BRIGHT HORIZONS FAMILY SOLUTIONS, INC.
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(Exact name of registrant as specified in its charter)
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<S> <C>
DELAWARE 62-1742957
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(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.)
</TABLE>
209 TENTH AVENUE SOUTH, SUITE 300
NASHVILLE, TENNESSEE 37203
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(Address of Principal Executive Offices)
BRIGHT HORIZONS FAMILY SOLUTIONS, INC.
1998 STOCK INCENTIVE PLAN
1998 STOCK PURCHASE PLAN
------------------------
(Full title of the plan)
MICHAEL E. HOGREFE
CHIEF FINANCIAL OFFICER
209 TENTH AVENUE SOUTH, SUITE 300
NASHVILLE, TENNESSEE 37203
-------------------------------------
(Name and address of agent for service)
(615) 256-9915
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(Telephone number, including area code, of agent for service)
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CALCULATION OF REGISTRATION FEE
======================================================================================================================
PROPOSED
PROPOSED MAXIMUM
TITLE OF SECURITIES AMOUNT TO BE MAXIMUM OFFERING AGGREGATE OFFERING AMOUNT OF
TO BE REGISTERED REGISTERED (1) PRICE PER SHARE(2) PRICE REGISTRATION FEE
- ----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
COMMON STOCK, 3,876,327 SHARES $23.625 $91,578,226 $27,016
$0.01 PAR VALUE
======================================================================================================================
</TABLE>
(1) This number of shares represents the aggregate of (1) 1,500,000 shares of
Common Stock being registered hereby for purchase by employees and outside
directors under the Bright Horizons Family Solutions, Inc. 1998 Stock Incentive
Plan (the "Plan"), (2) 1,264,975 shares of Common Stock for purchase upon
exercise of options of CorporateFamily Solutions, Inc., a Tennessee corporation
("CorporateFamily"), assumed by Bright Horizons Family Solutions, Inc. (the
"Registrant") pursuant to the Amended and Restated Agreement and Plan of Merger
dated June 17, 1998 (the "Merger Agreement") by and among the Registrant,
CorporateFamily, Bright Horizons, Inc., a Delaware corporation ("Bright
Horizons"), CFAM Acquisition, Inc., a Tennessee corporation, and BRHZ
Acquisition, Inc., a Delaware corporation, (3) 911,352 shares of Common Stock
for purchase upon exercise of options of Bright Horizons assumed by the
Registrant pursuant to the Merger Agreement, and (4) 200,000 shares of Common
Stock for purchase under the Bright Horizons Family Solutions, Inc. 1998 Stock
Purchase Plan.
(2) Estimated solely for purposes of calculating the registration fee, pursuant
to Rule 457(h)(1) and 457(c), and based on the average of the high and low
prices of the shares of Common Stock of the Registrant, as reported on The
Nasdaq National Market as of July 27, 1998.
<PAGE> 2
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by the Registrant with the Securities and
Exchange Commission (the "Commission") pursuant to the Securities Act of 1933,
as amended (the "Securities Act"), and the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), are hereby incorporated by reference into this
Registration Statement and shall be deemed to be a part hereof:
(1) The Registrant's Final Prospectus filed June 17, 1998 under the
Securities Act, in connection with the Registrant's Registration
Statement on Form S-4 (Registration No. 333-57035);
(2) The Registrant's Current Report on Form 8-K filed July 28, 1998;
and
(3) The description of the Registrant's Common Stock incorporated by
reference in the Registrants's Current Report on Form 8-K filed
July 28, 1998 from the Registrant's Registration Statement on
Form S-4 (Registration No. 333-57035).
All documents filed by the Registrant pursuant to Section 13(a), 13(c),
14, or 15(d) of 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 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 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.
Item 5. Interests of Named Experts and Counsel.
Inapplicable.
Item 6. Indemnification of Directors and Officers.
The Delaware General Corporation Law ("DGCL") provides that a
corporation may indemnify any of its directors or officers against expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred in connection with any threatened, pending, or
completed action, suit or proceeding (civil, criminal, administrative or
investigative) if such person acted in good faith, and in a manner that person
reasonably believed to be in or not opposed to the best interests of the
corporation. In actions brought by or in the right of the corporation the DGCL
provides that no indemnification may be made if the director or officer was
adjudged to be liable to the corporation, unless and only to the extent that the
court in which such action or suit was brought determines 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
such court deems proper.
In cases where the director or officer is successful, on the merits or
otherwise, in the defense of any action, suit, or proceeding (or claims or
issues therein), the DGCL mandates that the corporation indemnify the director
or officer against expenses actually and reasonably incurred in the proceeding.
In other cases, the DGCL provides that indemnification shall be made by the
corporation only as authorized in the specific case upon a determination that
indemnification of the director or officer is proper as such person has met the
applicable standard of conduct as described above. Such determination shall be
made (1) by the board of directors by a majority vote of a quorum consisting of
directors of the corporation who are not parties to the relevant action, suit or
proceeding, or (2) if such a quorum is not obtainable (or even if obtainable, a
quorum of disinterested directors so directs), by independent legal counsel in a
written opinion, or (3) by the stockholders of the corporation. Expenses
incurred by an officer or director may be paid by the corporation in advance of
the final disposition of the relevant action, suit or proceeding, if and to the
extent such advance
<PAGE> 3
upon receipt of an undertaking by or on behalf of such officer or director to
repay such amount if it shall ultimately be determined that such person is not
entitled to indemnification by the Company.
The Registrant's Certificate of Incorporation provides that the
directors of the Registrant shall not be liable to the Registrant or its
stockholders for monetary damages for breach of fiduciary duty as a director,
except to the extent otherwise required by the DGCL. The Certificate of
Incorporation also provides that the Registrant shall indemnify its directors
and officers to the fullest extent permitted by the DGCL.
The 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 Registrant also has in effect a
directors' and officers' liability insurance policy providing coverage for
certain liabilities of the Registrant's officers and directors.
Item 7. Exemption from Registration Claimed.
Inapplicable.
Item 8. Exhibits
4.1 Article IV of the Registrant's Certificate of Incorporation
(Incorporated by Reference to Exhibit 3.1 of the Registration
Statement on Form S-4 filed on June 17, 1998 (Registration No.
333-57035))
4.2 Article IV of the Registrant's Bylaws (Incorporated by
Reference to Exhibit 3.2 of the Registration Statement on Form
S-4 filed on June 17, 1998 (Registration No. 333-57035))
4.3 Specimen Common Stock Certificate (Incorporated by Reference
to Exhibit 4.3 of the Form 8-K filed on July 28, 1998)
4.4 The Registrant's 1998 Stock Incentive Plan (Incorporated by
Reference to Exhibit 10.1 of the Registration Statement on
Form S-4 filed on June 17, 1998 (Registration No. 333-57035))
4.5 The Registrant's 1998 Stock Purchase Plan (Incorporated by
Reference to Exhibit 10.2 of the Registration Statement on
Form S-4 filed on June 17, 1998 (Registration No. 333-57035))
5.1 Opinion of Bass, Berry & Sims PLC
23.1 Consent of Bass, Berry & Sims PLC (included in Exhibit 5.1)
23.2 Consent of PricewaterhouseCoopers LLP
23.3 Consent of Arthur Andersen LLP
24.1 Power of Attorney (included on signature page to this
Registration Statement)
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 of 1933, as amended (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 end of the estimated
maximum offering range may be reflected in the form of a prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate,
the changes in volume and price represent no more than a 20% 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;
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<PAGE> 4
provided, however, that paragraphs (A)(1)(i) and (A)(1)(ii) do not apply if the
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 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.
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<PAGE> 5
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 28th day of
July, 1998.
BRIGHT HORIZONS FAMILY SOLUTIONS, INC.
(Registrant)
By: /s/ Michael E. Hogrefe
---------------------------------
Michael E. Hogrefe
Chief Financial Officer
KNOW ALL MEN BY THESE PRESENTS, each person whose signature appears
below hereby constitutes and appoints Michael E. Hogrefe 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 to this Registration Statement, and to file the same,
with the Securities and Exchange Commission, granting unto said attorney-in-fact
and agent 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 attorney-in-fact and agent, or his 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.
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Signature Title Date
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/s/ Linda A. Mason Director, Chairman of the July 28, 1998
- -------------------------------- Board
Linda A. Mason
/s/ Marguerite W. Sallee Director, Chief Executive July 28, 1998
- -------------------------------- Officer
Marguerite W. Sallee (Principal Executive Officer)
/s/ Roger H. Brown Director, President July 28, 1998
- --------------------------------
Roger H. Brown
/s/ Michael E. Hogrefe Chief Financial Officer July 28, 1998
- -------------------------------- (Principal Financial and
Michael E. Hogrefe Accounting Officer)
/s/ Joshua Bekenstein Director July 28, 1998
- --------------------------------
Joshua Bekenstein
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Signature Title Date
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<S> <C> <C>
/s/ JoAnne Brandes Director July 28, 1998
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JoAnne Brandes
/s/ William H. Donaldson Director July 24, 1998
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William H. Donaldson
/s/ E. Townes Duncan Director July 28, 1998
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E. Townes Duncan
/s/ Fred K. Foulkes Director July 28, 1998
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Fred K. Foulkes
/s/ Sara Lawrence-Lightfoot Director July 28, 1998
- --------------------------------
Sara Lawrence-Lightfoot
/s/ Robert D. Lurie Director July 28, 1998
- --------------------------------
Robert D. Lurie
/s/ R. Brad Martin Director July 28, 1998
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R. Brad Martin
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<PAGE> 7
EXHIBIT INDEX
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Exhibit
Number Description
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4.1 Article IV of the Registrant's Certificate of Incorporation
(Incorporated by Reference to Exhibit 3.1 of the Registration Statement
on Form S-4 filed on June 17, 1998 (Registration No. 333-57035))
4.2 Article IV of the Registrant's Bylaws (Incorporated by Reference to
Exhibit 3.2 of the Registration Statement on Form S-4 filed on June 17,
1998 (Registration No. 333-57035))
4.3 Specimen Common Stock Certificate (Incorporated by Reference to Exhibit
4.3 of the Form 8-K filed on July 28, 1998)
4.4 The Registrant's 1998 Stock Incentive Plan (Incorporated by Reference
to Exhibit 10.1 of the Registration Statement on Form S-4 filed on June
17, 1998 (Registration No. 333-57035))
4.5 The Registrant's 1998 Stock Purchase Plan (Incorporated by Reference to
Exhibit 10.2 of the Registration Statement on Form S-4 filed on June
17, 1998 (Registration No. 333-57035))
5.1 Opinion of Bass, Berry & Sims PLC
23.1 Consent of Bass, Berry & Sims PLC (included in Exhibit 5.1)
23.2 Consent of PricewaterhouseCoopers LLP
23.3 Consent of Arthur Andersen LLP
24.1 Power of Attorney (included on signature page to this Registration
Statement)
</TABLE>
II-6
<PAGE> 1
Exhibit 5.1
B A S S, B E R R Y & S I M S P L C
A PROFESSIONAL LIMITED LIABILITY COMPANY
ATTORNEYS AT LAW
2700 FIRST AMERICAN CENTER 1700 RIVERVIEW TOWER
NASHVILLE, TENNESSEE 37238-2700 POST OFFICE BOX 1509
TELEPHONE (615) 742-6200 KNOXVILLE, TENNESSEE 37901-1509
TELECOPIER (615) 742-6293 TELEPHONE (423) 521-6200
TELECOPIER (423) 521-6234
July 28, 1998
Bright Horizons Family Solutions, Inc.
209 Tenth Avenue South, Suite 300
Nashville, Tennessee 37203
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") filed by you with the
Securities and Exchange Commission covering (1) 1,500,000 shares ("Shares") of
common stock, $0.01 par value per share, issuable pursuant to the Bright
Horizons Family Solutions, Inc. 1998 Stock Incentive Plan (the "Plan"),
(2) 1,264,975 Shares issuable upon exercise of options of CorporateFamily
Solutions, Inc., a Tennessee corporation ("CorporateFamily"), assumed by Bright
Horizons Family Solutions, Inc. (the "Registrant") pursuant to the Amended and
Restated Agreement and Plan of Merger dated June 17, 1998 (the "Merger
Agreement") by and among the Registrant, CorporateFamily, Bright Horizons, Inc.,
a Delaware corporation ("Bright Horizons"), CFAM Acquisition, Inc., a Tennessee
corporation, and BRHZ Acquisition, Inc., a Delaware corporation, (3) 911,352
Shares issuable upon exercise of options of Bright Horizons assumed by the
Registrant pursuant to the Merger Agreement, and (4) 200,000 Shares issuable
pursuant to the Bright Horizons Family Solutions, Inc. 1998 Stock Purchase Plan.
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 above referenced plans and
agreements, 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 ACCOUNTANTS
We hereby consent to the incorporation by reference in this
Registration Statement of Bright Horizons Family Solutions, Inc. on Form S-8 of
our report dated August 1, 1997, except for the stock split described in Note 8,
which is as of October 8, 1997, and the adoption of SFAS 128 described in Note
1, which is as of May 14, 1998, relating to the financial statements of Bright
Horizons, Inc., which appear in the Joint Proxy Statement/Prospectus
constituting part of the Registration Statement No. 333-57035 of Bright Horizons
Family Solutions, Inc. on Form S-4.
/s/ PricewaterhouseCoopers LLP
Boston, MA
July 27, 1998
<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 of Bright Horizons
Family Solutions, Inc. on Form S-8 of our report dated February 13, 1998,
included in the Joint Proxy Statement/Prospectus constituting part of the
Registration Statement No. 333-57035 of Bright Horizons Family Solutions, Inc.
on Form S-4.
/s/ ARTHUR ANDERSEN LLP
Nashville, Tennessee
July 28, 1998
