<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 12, 1999.
REGISTRATION NO. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
THE MIIX GROUP, INCORPORATED
(Exact name of Registrant as specified in its charter)
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<S> <C> <C> <C>
TWO PRINCESS ROAD
DELAWARE LAWRENCEVILLE, NEW JERSEY 08648 22-3586492
(609) 896-2404
(State of Incorporation) (Address of principal executive offices) (Zip Code) (I.R.S. Employer
Identification No.)
</TABLE>
1998 LONG TERM INCENTIVE
EQUITY PLAN OF THE MIIX GROUP, INCORPORATED
(Full Title of the Plan)
DANIEL GOLDBERG
PRESIDENT AND CHIEF EXECUTIVE OFFICER
THE MIIX GROUP, INCORPORATED
TWO PRINCESS ROAD
LAWRENCEVILLE, NEW JERSEY 08648
(609) 896-2404
(NAME, ADDRESS AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)
Copies of all communications to:
JAMES J. MARINO
DECHERT PRICE & RHOADS
997 LENOX DRIVE
BUILDING #3, SUITE 210
LAWRENCEVILLE, NEW JERSEY 08648
(609) 620-3200
CALCULATION OF REGISTRATION FEE
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<CAPTION>
- ----------------------------------------------------------------------------------------------------------------
Proposed Proposed
Title of Amount maximum maximum Amount of
securities to be offering aggregate registration
to be registered registered price per share(1) offering price(1) fee
- ----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock 2,250,000
par value $.01 per share shares $15.78 $35,505,000.00 $9,871.00
- ----------------------------------------------------------------------------------------------------------------
</TABLE>
(1) The amounts are based upon the average of the high and low sale prices for
the Common Stock as reported on the New York Stock Exchange on August 11,
1999 and are used solely for the purpose of calculating the registration
fee in accordance with paragraphs (c) and (h) of Rule 457 under the
Securities Act of 1933.
<PAGE> 2
PART I
INFORMATION REQUIRED IN SECTION 10(a) PROSPECTUS
The documents containing information specified in Part I of Form S-8 will be
sent or given to employees eligible to participate in the 1998 Long Term
Incentive Equity Plan of The MIIX Group, Incorporated (the "Plan") as specified
by Rule 428(b)(1) of the Securities Act of 1933, as amended (the "Securities
Act"). Those documents and the documents incorporated by reference into this
Registration Statement pursuant to Item 3 of Part II of this Registration
Statement, taken together, constitute a prospectus that meets the requirements
of Section 10(a) of the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents of The MIIX Group, Incorporated (the
"Registrant") and any amendments thereof filed or to be filed with the
Securities and Exchange Commission (the "Commission") are incorporated by
reference in this Registration Statement as of their respective dates:
(a) The Registrant's annual report filed on Form 10-K pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), for the fiscal year ended December 31, 1998;
(b) The Registrant's Quarterly Report on Form 10-Q for the
period ending March 31, 1999;
(c) The description of the Registrant's Common Stock contained
in the Registrant's registration statement on Form 8-A, filed pursuant to the
Exchange Act on November 3, 1998 (SEC File No. 001-14593), including any
amendment or report filed for the purpose of updating such description; and
(d) All documents subsequently filed by the Registrant with
the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange
Act after the date of this Registration Statement, but prior to the filing of a
post-effective amendment to this Registration Statement which indicates that all
securities offered by this Registration Statement have been sold or which
deregisters all such securities then remaining unsold, shall be deemed to be
incorporated by reference into this Registration Statement. Each document
incorporated by reference into this Registration Statement shall be deemed to be
a part of this Registration Statement from the date of the filing of such
document with the Commission until the information contained therein is
superseded or updated by any subsequently filed document which is incorporated
by reference into this Registration Statement.
<PAGE> 3
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Delaware General Corporation Law (the "DGCL") permits a
Delaware corporation to include in its charter and bylaws certain provisions to
eliminate the personal liability of directors for monetary damages and to
indemnify its directors and officers. The Registrant's By-laws (the "By-laws")
provide that subject to certain exceptions in the case of actions by or in the
right of the Registrant, the Registrant shall indemnify its directors and
officers, and may indemnify its agents and employees, against judgments, fines
and amounts paid in settlement actually and reasonably incurred by him or her,
incurred by reason of the fact that such person was serving as a director,
officer, employee or agent of the Registrant, so long as such person acted in a
manner reasonably believed to be in or not opposed to the best interest of the
Registrant, and, with respect to any criminal action, so long as the indemnified
party had no reason to believe that his or her conduct was unlawful. The
Registrant's Certificate of Incorporation provides that directors shall not be
liable to the Registrant or the Registrant's stockholders for monetary damages
for breach of his or her fiduciary duty as a director, except that liability may
not be eliminated (i) for any breach of such person's duty of loyalty, (ii) for
acts or omissions not in good faith or involving intentional misconduct or a
knowing violation of law, (iii) under Section 174 of the DGCL, or (iv) for any
transaction in which such person received an improper personal benefit. Section
145(a) of the DGCL provides that a corporation may indemnify a director,
officer, employee, or agent if such person acted in good faith and in a manner
reasonably believed to be in, or not opposed to, the best interests of the
corporation and, with respect to any criminal proceeding, had no reasonable
cause to believe the conduct was unlawful.
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<PAGE> 4
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
The following exhibits are filed herewith or incorporated by
reference as part of this Registration Statement:
Exhibit Number Description
4.1 Restated Certificate of Incorporation of the
Registrant (incorporated by reference to
Exhibit 3.1 to the Registrant's Registration
Statement on Form S-1 (Reg. No. 333-59371)).
4.2 By-laws of the Registrant (incorporated by
reference to Exhibit 3.2 the Registrant's
Registration Statement on Form S-1 (Reg. No.
333-59371)).
5 Opinion of Dechert Price & Rhoads.
15 Acknowledgment of Independent Accountants.
23.1 Consent of Ernst & Young LLP.
23.2 Consent of Dechert Price & Rhoads (included
in Exhibit 5).
24 Power of Attorney (set forth on signature
page of this Registration Statement).
99 1998 Long Term Incentive Equity Plan of The
MIIX Group, Incorporated (incorporated by
reference to Exhibit 10.14 to the
Registrant's Registration Statement on Form
S-1 (Reg. No. 333-59371)).
ITEM 9. UNDERTAKINGS.
The undersigned 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;
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<PAGE> 5
(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;
provided, however, that paragraphs (i) and (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 Securities Exchange Act of
1934 that are incorporated by reference 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.
(4) 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
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 an 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 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> 6
SIGNATURES
The Registrant. 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 Lawrenceville, State of New Jersey, on
this 12th day of August, 1999.
THE MIIX GROUP, INCORPORATED
By: /s/ Daniel Goldberg
---------------------------------------
Daniel Goldberg
President and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned directors
and officers of The MIIX Group, Incorporated, a Delaware corporation (the
"Company"), hereby constitute and appoint Daniel Goldberg and Kenneth Koreyva,
or either of them acting singly or jointly, the true and lawful agents and
attorneys-in-fact of the undersigned with full power of substitution and
revocation, for such person and in such person's name, place and stead, in any
and all capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement on Form S-8 under the Securities Act,
and to file the same with all exhibits thereto, and other documents in
connection therewith, 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, as fully as to
all intents and purposes as such person might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents or
substitute or substitutes, may lawfully do or cause to be done by virtue
thereof. Pursuant to the requirements of the Securities Act, this Registration
Statement and the foregoing Power of Attorney have been signed by the following
persons in the capacities and on the date indicated.*
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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<CAPTION>
NAME TITLE DATE
---- ----- ----
<S> <C> <C>
/s/ Daniel Goldberg President, Chief Executive Officer and August 12, 1999
- ------------------------------------- Director (principal executive officer)
Daniel Goldberg
</TABLE>
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<PAGE> 7
<TABLE>
<S> <C> <C>
/s/ Kenneth Koreyva Executive Vice President and Chief Financial August 12, 1999
- ------------------------------------- Officer (principal financial and accounting
Kenneth Koreyva officer)
/s/ Vincent A. Maressa, Esq. Chairman of the Board of Directors August 12, 1999
- -------------------------------------
Vincent A. Maressa, Esq.
/s/ Paul Hirsch, M.D. Vice Chairman of the Board of Directors August 12, 1999
- -------------------------------------
Paul Hirsch, M.D.
/s/ Angelo S. Agro, M.D. Director August 12, 1999
- -------------------------------------
Angelo S. Agro, M.D.
/s/ Harry M. Carnes, M.D. Director August 12, 1999
- -------------------------------------
Harry M. Carnes, M.D.
/s/ A. Richard Miskoff, D.O. Director August 12, 1999
- -------------------------------------
A. Richard Miskoff, D.O.
/s/ Charles J. Moloney, M.D. Director August 12, 1999
- -------------------------------------
Charles J. Moloney, M.D.
/s/ Eileen Marie Moynihan, M.D. Director August 12, 1999
- -------------------------------------
Eileen Marie Moynihan, M.D.
/s/ Fred M. Palace, M.D. Director August 12, 1999
- -------------------------------------
Fred M. Palace, M.D.
/s/ Carl Restivo, Jr., M.D. Director August 12, 1999
- -------------------------------------
Carl Restivo, Jr., M.D.
/s/ Gabriel F. Sciallis, M.D. Director August 12, 1999
- -------------------------------------
Gabriel F. Sciallis, M.D.
/s/ Martin L. Sorger, M.D. Director August 12, 1999
- -------------------------------------
Martin L. Sorger, M.D.
</TABLE>
* Signatures representing a majority of the
Registrant's Board of Directors
-6-
<PAGE> 8
EXHIBIT INDEX
EXHIBIT
NO. DOCUMENT
4.1 Restated Certificate of Incorporation of the Registrant
(incorporated by reference to Exhibit 3.1 to the Registrant's
Registration Statement on Form S-1 (Reg. No. 333-59371)).
4.2 By-laws of the Registrant (incorporated by reference to
Exhibit 3.2 the Registrant's Registration Statement on Form
S-1 (Reg. No. 333-59371)).
5 Opinion of Dechert Price & Rhoads.
15 Acknowledgment of Independent Accountants.
23.1 Consent of Ernst & Young LLP.
23.2 Consent of Dechert Price & Rhoads (included in Exhibit 5).
24 Power of Attorney (set forth on signature page of this
Registration Statement). Registration Statement).
99 1998 Long Term Incentive Equity Plan of The MIIX Group,
Incorporated (incorporated by reference to Exhibit 10.14 to
the Registrant's Registration Statement on Form S-1 (Reg. No.
333-59371)).
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<PAGE> 1
Exhibit 5
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<CAPTION>
LAW OFFICES OF
<S> <C> <C>
4000 BELL ATLANTIC TOWER DECHERT PRICE & RHOADS 30 ROCKEFELLER PLAZA
1717 ARCH STREET NEW YORK, NY 10112
PHILADELPHIA, PA 19103-2793 PRINCETON PIKE CORPORATE CENTER (212) 698-3500
(215) 994-4000 P.O. BOX 5218
PRINCETON, NJ 08543-5218 TEN POST OFFICE SQUARE o SOUTH
1775 EYE STREET, N.W. BOSTON, MA 02109-4603
WASHINGTON, DC 20006-2401 (617) 728-7100
(202) 261-3300
65 AVENUE LOUISE
THIRTY NORTH THIRD STREET TELEPHONE: (609) 620-3200 1050 BRUSSELS, BELGIUM
HARRISBURG, PA 17101-1603 FAX: (609) 620-3259 (32-2) 535-5411
(717) 237-2000
For Hand Deliveries TITMUSS SAINER DECHERT
90 STATE HOUSE SQUARE 2 SERJEANTSI INN
HARTFORD, CT 06103-3702 PRINCETON PIKE CORPORATE CENTER LONDON EC4Y 1LT, ENGLAND
(860) 524-3999 997 LENOX DRIVE, BLDG. 3, SUITE 210 (44-171) 583-5353
LAWRENCEVILLE, NJ 08648
55 AVENUE KLEBER
75116 PARIS, FRANCE
NEW JERSEY RESIDENT PARTNERS (33-1) 53 65 05 00
Robert A. Baime Todd D. Johnston
Allen Bloom, Ph.D. James J. Marino
Ella DeTrizio Ezra D. Rosenberg
Matthew V. DelDuca Gil C. Tily
Susan M. Hendrickson Jay L. Zagoren
</TABLE>
August 12, 1999
The MIIX Group, Incorporated
Two Princess Road
Lawrenceville, NJ 08648
Re: The MIIX Group, Incorporated
2,250,000 Shares of Common Stock
--------------------------------
Gentlemen and Ladies:
We have acted as counsel to The MIIX Group Incorporated, a Delaware
corporation (the "Company"), in connection with the preparation and filing of a
Registration Statement on Form S-8 to be filed with the Securities and Exchange
Commission (the "Commission") under the Securities Act of 1933, as amended (the
"Securities Act"), relating to the proposed issuance of up to 2,250,000 shares
(the "Shares") of Common Stock, par value $.01 per share, of the Company
("Common Stock") in connection with the 1998 Long-Term Incentive Equity Plan of
the Company (the "Plan").
We have participated in the preparation of the Registration Statement
and have made such legal and factual examination and inquiry as we have deemed
advisable for the rendering of this opinion. In making our examination we have
assumed the genuineness of all signatures, the authenticity of all documents
submitted to us as originals and the conformity to all authentic original
documents of all documents submitted to us as copies.
Based upon and subject to the foregoing, we are of the opinion that the
Shares issuable pursuant to the Plan, when delivered and paid for as
contemplated by the Plan, will be duly authorized, validly issued, fully paid
and nonassessable.
<PAGE> 2
The opinion expressed herein is rendered for your benefit in connection
with the filing of the Registration Statement with the Commission pursuant to
the Securities Act.
Our opinion contained herein relates solely to the Delaware General
Corporation Law, and we express no opinion herein concerning the laws of any
other jurisdiction. We hereby consent to the filing of this opinion as an
exhibit to the Registration Statement. In giving such consent, we do not thereby
admit that we are in the category of persons whose consent is required under
Section 7 of the Securities Act.
Very truly yours,
/s/ DECHERT PRICE & RHOADS
<PAGE> 1
Exhibit 15
ACKNOWLEDGMENT OF INDEPENDENT ACCOUNTANTS
Board of Governors,
Medical Inter-Insurance Exchange
We are aware of the incorporation by reference in the Registration Statement
(Form S-8) of the MIIX Group, Incorporated, pertaining to the 1998 Long Term
Incentive Equity Plan of the MIIX Group, Incorporated, of our report dated May
12, 1999 relating to the unaudited consolidated interim financial statements of
Medical Inter-Insurance Exchange and subsidiaries that are included in its Form
10-Q/A filed on July 26, 1999 for the quarter ended March 31, 1999.
/s/ Ernst & Young LLP
New York, New York
August 10, 1999
<PAGE> 1
Exhibit 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement
(Form S-8), pertaining to the 1998 Long Term Incentive Equity Plan of The
MIIX Group, Incorporated, of our report dated March 24, 1999, with respect to
the consolidated financial statements and schedule of Medical Inter-Insurance
Exchange and subsidiaries included in its Annual Report, as amended
(Form 10-K/A-1 filed on July 26, 1999) for the year ended December 31, 1998,
filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
New York, New York
August 10, 1999
