<PAGE>
As filed with the Securities and Exchange Commission on April 16, 1999.
File No. 333-______
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------
ACCREDO HEALTH, INCORPORATED
(Exact Name of Registrant as Specified in its Charter)
DELAWARE 62-1642871
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification Number)
1640 CENTURY CENTER PARKWAY, SUITE 101
MEMPHIS, TN 38134
(901) 385-3688
(Address, including zip code, and telephone number of
Principal Executive Offices)
NOVA HOLDINGS, INC. AND ITS SUBSIDIARIES STOCK OPTION AND RESTRICTED
PURCHASE PLAN, AS AMENDED AND RESTATED
ACCREDO HEALTH, INCORPORATED 1999 EMPLOYEE STOCK PURCHASE PLAN
ACCREDO HEALTH, INCORPORATED 1999 LONG-TERM INCENTIVE PLAN
(Full Title of the Plans)
DAVID D. STEVENS
CHIEF EXECUTIVE OFFICER
ACCREDO HEALTH, INCORPORATED
1640 CENTURY CENTER PARKWAY, SUITE 101
MEMPHIS, TN 38134
(901) 385-3688
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
-------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------------------
Proposed Proposed
Title of Securities Amount to Maximum Maximum Amount of
to be Registered be Registered(1) Offering Price Aggregate Registration
Per Share(2) Offering Price(2) Fee(2)
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock(3) 662,858 $3.00 $1,988,574
236,428 $6.00 $1,418,568
- -----------------------------------------------------------------------------------------------------------------------------------
Common Stock(4) 698,214 $16.00 $11,171,424
- -----------------------------------------------------------------------------------------------------------------------------------
TOTAL 1,597,500 $14,578,566 $4,052.85
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Amount to be registered includes:
(i) 962,500 shares to be issued pursuant to the grant or exercise of
awards under the Nova Holdings, Inc. and its Subsidiaries Stock Option and
Restricted Purchase Plan, as amended and restated.
(ii) 135,000 shares to be issued pursuant to the purchase of shares by
employees under the Accredo Health, Incorporated 1999 Employee Stock
Purchase Plan;
(iii) 500,000 shares to be issued pursuant to the grant or exercise of
awards under the Accredo Health, Incorporated 1999 Long-Term Incentive
Plan; and
<PAGE>
(iv) any additional shares to be issued pursuant to the anti-dilution
provisions of the Plans.
(2) Estimated solely for the purpose of calculating the registration fee, in
accordance with Rule 457(h)(1) of the Securities Act, based on (i) the
price at which outstanding options may be exercised, and (ii) the
initial public offering price per share of the Registrant's Common
Stock with respect to shares for which the offering price is not known.
(3) Shares subject to outstanding options granted under the Plans.
(4) Shares which may be issued under the Plans and upon the exercise of options
which may be granted in the future under the Plans.
<PAGE>
PART I. INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
- --------------------------------------------------------------
The documents containing information specified by Part I of this
Registration Statement will be sent or given to participants in the Plans as
specified by Rule 428(b)(i) under the Securities Act of 1933, as amended (the
"Securities Act"). Such documents are not required to be filed with the
Securities and Exchange Commission (the "Commission"), but constitute (along
with the documents incorporated by reference into the Registration Statement
pursuant to Item 3 of Part II hereof) a prospectus that meets the
requirements of Section 10(a) of the Securities Act.
PART II. INFORMATION REQUIRED IN REGISTRATION STATEMENT
- ---------------------------------------------------------
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed by Accredo Health, Incorporated (the
"Registrant") with the Commission are incorporated by reference into this
Registration Statement and are deemed to be a part hereof from the date of
the filing of such documents:
(1) The Registrant's Registration Statement on Form S-1 (SEC File
No. 333-62679) filed with the Commission on September 1, 1998, together with
all amendments thereto;
(2) The Registrant's Prospectus filed with the Commission pursuant
to Rule 424(b) under the Securities Act of 1933 in connection with the
Registrant's Registration Statement on Form S-1 (SEC File No. 333-62679); and
(3) The description of Common Stock contained in the Registrant's
Registration Statement on Form 8-A filed on April 13, 1999, including any
amendment or report filed for the purpose of updating such description.
All other documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934
(the "Securities Exchange Act"), prior to the filing of a post-effective
amendment which indicates that all securities offered hereby have been sold
or which deregisters all securities then remaining unsold, shall be deemed to
be incorporated by reference herein and to be a part hereof from the date of
filing of such documents.
Any statement contained in a document incorporated or deemed
incorporated herein by reference shall be deemed to be modified or superseded
for the purpose of this Registration Statement to the extent that a statement
contained herein or in any subsequently filed document which also is, or is
deemed to be, incorporated herein by reference modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this
Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not applicable.
II-1
<PAGE>
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Article VIII of the Registrant's Amended and Restated Certificate of
Incorporation provides, in detail, for the indemnification of directors,
officers and employees of the registrant to the fullest extent not prohibited
by Section 145 of the Delaware General Corporation Law ("DGCL").
Subsection (a) of Section 145 of the DGCL empowers a corporation to
indemnify any person who was or is a party or is threatened to be made a
party to any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative (other than an
action by or in the right of the corporation) by reason of the fact that he
is or was a director, officer, employee or agent of the corporation, or is or
was serving at the request of the corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust
or other enterprise, against expenses (including attorneys' fees), judgments,
fines and amounts paid in settlement actually and reasonably incurred by him
in connection with such action, suit or proceeding if he acted in good faith
and in a manner he reasonably believed to be in or not opposed to the best
interests of the corporation, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was unlawful.
Subsection (b) of Section 145 of the DGCL empowers a corporation to
indemnify any person who was or is a party or is threatened to be made a
party to any threatened, pending or completed action or suit by or in the
right of the corporation to procure a judgment in its favor by reason of the
fact that he acted in any of the capacities set forth above, against expenses
(including attorneys' fees) actually and reasonably incurred by him in
connection with the defense or settlement of such action or suit if he acted
under similar standards, except that no indemnification may be made in
respect to any claim, issue or matter as to which such person shall have been
adjudged to be liable to the corporation unless and only to the extent that
the Court of Chancery or the court in which action or suit was brought shall
determine upon application that, despite the adjudication of liability but in
view of all the circumstances of the case, such person is fairly and
reasonably entitled to indemnification for such expenses which the Court of
Chancery or such other court shall deem proper.
Section 145 of the DGCL further provides that, to the extent that a
director or officer of a corporation has been successful on the merits or
otherwise in defense of any action, suit or proceeding referred to in
subsections (a) and (b) of Section 145, or in the defense of any claim, issue
or matter therein, he shall be indemnified against expenses (including
attorneys' fees) actually and reasonably incurred by him in connection
therewith; and that indemnification provided by, or granted pursuant to,
Section 145 shall not be deemed exclusive of any other rights to which those
seeking indemnification may be entitled. Section 145 further empowers the
corporation to purchase and maintain insurance on behalf of any person who is
or was serving at the request of the corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust
or other enterprise, against any liability asserted against him and incurred
by him in any such capacity, or arising out of his status as such, whether or
not the corporation would have the power to indemnify him against such
liabilities under Section 145 of the DGCL.
Section 102(b)(7) of the DGCL enables a Delaware corporation to
provide in its certificate of incorporation for the elimination or limitation
of the personal liability of a director to the corporation or its
stockholders for monetary damages for breach of fiduciary duty as a director.
Any such provision cannot eliminate or limit a director's liability (1) for
any breach of the director's duty of loyalty to the corporation or its
stockholders; (2) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law; (3) under Section 174
of the DGCL (which imposes liability on directors for unlawful payment of
dividends or unlawful stock purchase or redemption); or (4) for any
transaction from which the director derived an improper personal benefit.
Article IX of the Certificate of Incorporation of the Registrant eliminates
the liability of a director of the Registrant to the Registrant or its
stockholders for monetary damages for breach of fiduciary duty as a director
to the fullest extent permitted by the DGCL.
II-2
<PAGE>
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
The exhibits included as part of this Registration Statement are as
follows:
<TABLE>
<CAPTION>
EXHIBIT NUMBER DESCRIPTION
-------------- -----------
<S> <C>
4.1 Amended and Restated Certificate of Incorporation
of the Registrant (incorporated by reference to
Exhibit 3.1 of the Registrant's Registration
Statement on Form S-1, SEC File No. 333-62679)
4.2 Amended and Restated Bylaws of the Registrant
(incorporated by reference to Exhibit 3.2 of the
Registrant's Registration Statement on Form S-1,
SEC File No. 333-62679)
4.3 Specimen stock certificate for the Common Stock of
the Registrant (incorporated by reference to
Exhibit 4.1 of the Registrant's Registration
Statement on Form S-1, SEC File No. 333-62679)
5.1 Opinion of Alston & Bird LLP
23.1 Consent of Alston & Bird LLP (included in Exhibit
5.1)
23.2 Consent of Ernst & Young LLP
24.1 Power of Attorney (included in Part II of this
Registration Statement)
99.1 Nova Holdings, Inc. and its Subsidiaries Stock
Option and Restricted Purchase Plan, as amended
and restated (incorporated by reference to Exhibit
10.8 of the Registrant's Registration Statement on
Form S-1, SEC File No. 333-62679)
99.2 Accredo Health, Incorporated 1999 Employee Stock
Purchase Plan (incorporated by reference to
Exhibit 10.7 of the Registrant's Registration
Statement on Form S-1, SEC File No. 333-62679)
99.3 Accredo Health, Incorporated 1999 Long-Term
Incentive Plan (incorporated by reference to
Exhibit 10.6 of the Registrant's Registration
Statement on Form S-1, SEC File No. 333-62679)
</TABLE>
II-3
<PAGE>
ITEM 9. UNDERTAKINGS
(a) 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;
(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 (a)(1)(i) and (a)(1)(ii) of this
section 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
section 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.
(b) The undersigned Registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act of 1933, each filing of
the Registrant's annual report pursuant to section 13(a) or section 15(d) of
the Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
Registration Statement shall be deemed to be a new Registration Statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 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 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 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 Act and will be governed by the final adjudication of such
issue.
II-4
<PAGE>
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 Memphis, State of Tennessee, on
April 16, 1999.
ACCREDO HEALTH, INCORPORATED
By: /s/ David D. Stevens
-----------------------------------------
David D. Stevens
Chief Executive Officer
II-5
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that each person whose signature
appears below constitutes and appoints David D. Stevens and Thomas W. Bell,
Jr., and either of them (with full power in each to act alone), as true and
lawful attorneys-in-fact, with full power of substitution, for him and in his
name, place and stead, in any and all capacities, to sign any amendments to
this Registration Statement and to file the same, with all exhibits thereto
and other documents in connection therewith, with the Securities and Exchange
Commission, hereby ratifying and confirming all that said attorneys-in-fact,
or their substitute or substitutes may lawfully do or cause to be done by
virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on April 16, 1999.
Signature Capacity
--------- --------
/s/ David D. Stevens Chief Executive Officer and Chairman
- -------------------------------- of the Board of Directors (principal
David D. Stevens executive officer)
/s/ John R. Grow President and Director
- --------------------------------
John R. Grow
/s/ Joel R. Kimbrough Senior Vice President and Chief
- -------------------------------- Financial Officer, Secretary (principal
Joel R. Kimbrough financial and accounting officer)
/s/ Kyle J. Callahan Senior Vice President and Director
- --------------------------------
Kyle J. Callahan
- -------------------------------- Director
Patrick J. Welsh
- -------------------------------- Director
Andrew M. Paul
- -------------------------------- Director
Kenneth J. Melkus
/s/ Kenneth R. Masterson
- -------------------------------- Director
Kenneth R. Masterson
II-6
<PAGE>
EXHIBIT INDEX
TO
REGISTRATION STATEMENT ON FORM S-8
<TABLE>
<CAPTION>
Exhibit Number Description
-------------- -----------
<S> <C>
4.1 Amended and Restated Certificate of Incorporation
of the Registrant (incorporated by reference to
Exhibit 3.1 of the Registrant's Registration
Statement on Form S-1, SEC File No. 333-62679)
4.2 Amended and Restated Bylaws of the Registrant
(incorporated by reference to Exhibit 3.2 of the
Registrant's Registration Statement on Form S-1,
SEC File No. 333-62679)
4.3 Specimen stock certificate for the Common Stock of
the Registrant (incorporated by reference to
Exhibit 4.1 of the Registrant's Registration
Statement on Form S-1, SEC File No. 333-62679)
5.1 Opinion of Alston & Bird LLP
23.1 Consent of Alston & Bird LLP (included in Exhibit
5.1)
23.2 Consent of Ernst & Young LLP
24.1 Power of Attorney (included in Part II of this
Registration Statement)
99.1 Nova Holdings, Inc. and its Subsidiaries Stock
Option and Restricted Purchase Plan, as amended
and restated (incorporated by reference to Exhibit
10.8 of the Registrant's Registration Statement on
Form S-1, SEC File No. 333-62679)
99.2 Accredo Health, Incorporated 1999 Employee Stock
Purchase Plan (incorporated by reference to
Exhibit 10.7 of the Registrant's Registration
Statement on Form S-1, SEC File No. 333-62679)
99.3 Accredo Health, Incorporated 1999 Long-Term
Incentive Plan (incorporated by reference to
Exhibit 10.6 of the Registrant's Registration
Statement on Form S-1, SEC File No. 333-62679)
</TABLE>
<PAGE>
EXHIBIT 5.1
ALSTON&BIRD LLP
One Atlantic Center
1201 West Peachtree Street
Atlanta, Georgia 30309-3424
404-881-7000
Fax: 404-881-7777
April 16, 1999
Accredo Health, Incorporated
1640 Century Center Parkway, Suite 101
Memphis, Tennessee 38134
Re: Form S-8 Registration Statement --
Accredo Health, Incorporated
Ladies and Gentlemen:
We have acted as counsel for Accredo Health, Incorporated, a
Delaware corporation (the "Corporation"), in connection with the referenced
Registration Statement on Form S-8 (the "Registration Statement") being filed
by the Corporation with the Securities and Exchange Commission (the
"Commission") under the Securities Act of 1933, as amended, and covering
1,597,500 shares of the Corporation's common stock, $0.01 par value ("Common
Stock"), that may be issued pursuant to the Nova Holdings, Inc. and its
Subsidiaries Stock Option and Restricted Purchase Plan, as amended and
restated, the Accredo Health, Incorporated 1999 Employee Stock Purchase Plan
and the Accredo Health, Incorporated 1999 Long-Term Incentive Plan
(collectively, the "Plans"). Capitalized terms used in this Opinion Letter
and not otherwise defined herein shall have the meanings assigned to such
terms in the Registration Statement.
In the capacity described above, we have considered such matters of
law and of fact, including the examination of originals or copies, certified
or otherwise identified to our satisfaction, of such records and documents of
the Corporation, certificates of public officials and such other documents as
we have deemed appropriate as a basis for the opinions hereinafter set forth.
The opinions set forth herein are limited to the laws of the State of
Delaware as expressed in the Delaware General Corporation Law, in reliance
solely on published general compilations thereof as of the date hereof.
<TABLE>
<CAPTION>
<S> <C> <C>
1211 East Morehead Street 3605 Glenwood Avenue, Suite 310 601 Pennsylvania Avenue, N.W.
P. O. Drawer 34009 P. O. Drawer 31107 North Building, 11th Floor
Charlotte, NC 28234-4009 Raleigh, NC 27622-1107 Washington, DC 20004-2601
704-331-6000 919-420-2200 202-756-3300
Fax: 704-334-2014 Fax: 919-420-2260 Fax: 202-756-3333
</TABLE>
<PAGE>
Based upon the foregoing, it is our opinion that the 1,597,500
shares of Common Stock covered by the Registration Statement and to be issued
pursuant to the Plans, when issued accordance with the terms and conditions
of the Plans, will be legally and validly issued, fully paid and
nonassessable.
This Opinion Letter is provided to you for your benefit and for the
benefit of the Commission, in each case, solely with regard to the
Registration Statement, may be relied upon by you and the Commission only in
connection with the Registration Statement, and may not be relied upon by any
other person or for any other purpose without our prior written consent.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and further consent to the use of our name wherever
appearing in the Registration Statement.
Sincerely,
ALSTON & BIRD
By: /s/ STEVEN L. POTTLE
----------------------------------
Steven L. Pottle, Esq.
<PAGE>
EXHIBIT 23.2
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration
Statement (Form S-8) pertaining to the Nova Holdings, Inc. and its
Subsidiaries Stock Option and Restricted Purchase Plan, as amended and
restated, the Accredo Health, Incorporated 1999 Employee Stock Purchase Plan
and the Accredo Health, Incorporated Long-Term Incentive Plan of our reports
dated (i) August 12, 1998, except for Notes 1, 2 and 3 as to which the date
is March 21, 1999, with respect to the consolidated financial statements and
schedule of Accredo Health, Incorporated, (ii) August 30, 1996, with respect
to the financial statements and schedule of Nova Factor, Inc., (iii) July 30,
1998, with respect to the financial statements of Horizon Health Systems,
Inc., (iv) August 21, 1998, with respect to the financial statements and
schedule of Texas Health Pharmaceutical Resources, and (v) March 19, 1999,
with respect to the financial statements and schedule of Children's Memorial
Home Hemophilia Services, included in its Registration Statement (Form S-1
No. 333-62679) filed with the Securities and Exchange Commission on September
1, 1998, as amended.
/s/ Ernst & Young LLP
Memphis, Tennessee
April 13, 1999
