Registration No. 333-_________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
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U. S. LABORATORIES INC.
(Exact name of registrant as specified in its charter)
Delaware 33-0586167
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
7895 Convoy Court
Suite 18 92111
San Diego, California (Zip Code)
(Address of principal executive offices)
U. S. Laboratories Inc. 1998 Stock Option Plan
(Full title of the plan)
Dickerson Wright
President and Chief Executive Officer Copy to:
U. S. Laboratories Inc.
7895 Convoy Court Joseph Lesko
Suite 18 Foley & Lardner
San Diego, California 92111 402 West Broadway, Suite 2300
(619) 715-5800 San Diego, California 92101
(Name, address and telephone number, (619) 234-6655
including area code, of agent for service)
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<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
- ------------------------ ---------------------- ---------------------- ----------------------- ---------------------
Proposed Maximum Proposed Maximum
Title of Securities to Amount to be Offering Price Per Aggregate Offering Amount of
be Registered Registered Share Price Registration Fee
- ------------------------ ---------------------- ---------------------- ----------------------- ---------------------
<S> <C> <C> <C> <C>
Common Stock, $.01 par
value 145,000 shares $6.60(1) $957,000(1) $267
- ------------------------ ---------------------- ---------------------- ----------------------- ---------------------
Common Stock, $.01 par
value 250,000 shares $6.00(1) $1,500,000(1) $417
- ------------------------ ---------------------- ---------------------- ----------------------- ---------------------
Common Stock, $.01 par
value 105,000 shares $3.75(1) $393,750(1) $110
- ------------------------ ---------------------- ---------------------- ----------------------- ---------------------
(1) Estimated pursuant to Rules 457(c) and (h) under the Securities Act of 1933
solely for the purpose of calculating the registration fee. As to the shares
subject to outstanding but unexercised options, the price is computed on the
basis of the weighted average exercise price for the options outstanding under
the applicable plan. As to the remaining shares under the 1998 Stock Option Plan
the price is based upon the average of the high and low price of Common Stock as
reported on the Nasdaq SmallCap on May 14, 1999.
</TABLE>
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The document or documents containing the information specified in Part I
are not required to be filed with the Securities and Exchange Commission
("Commission") as part of this Form S-8 Registration Statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents have been previously filed by U. S. Laboratories
Inc. (the "Company") with the Commission and are incorporated herein by
reference:
1. The description of the Company's Common Stock contained in Item 1
of the Company's Registration Statement on Form 8-A, dated
February 2, 1999, filed with the Commission pursuant to Section 12
of the Exchange Act, and any amendments or reports filed for the
purpose of updating such description.
2. The Company's latest prospectus under Rule 424(b) containing the
Company's audited financial statements filed with the Commission
on February 24, 1999.
All documents subsequently filed by the Company or the Plan pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after the date of filing
of this Registration Statement and prior to such time as the Company files 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 in this
Registration Statement and to be a part hereof from the date of filing of such
documents.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Set forth below is a description of certain provisions of the Company's
Amended Certificate of Incorporation and Bylaws and the Delaware General
Corporation Law ("DGCL"), as such provisions relate to the indemnification of
the directors and officers of the Company. This description is intended only as
a summary and is qualified in its entirety by reference to the Amended
Certificate of Incorporation, Bylaws, and the DGCL.
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The Company's Amended Certificate of Incorporation provides that the
Company shall, to the full extent permitted by the DGCL, as amended form time to
time, indemnify its directors, officers and certain other persons (subject to
certain conditions and qualifications) and eliminates the personal liability of
its directors to the full extent permitted by Section 102 (b) (7) of the DGCL,
as amended from time to time.
Section 145 of the DGCL permits a corporation to indemnify its directors
and officers against expenses (including attorney's fees), judgments, fines and
amounts paid in settlements actually and reasonably incurred by them in
connection with any action, suit or proceeding brought by third parties, if such
directors or officers acted in good faith and in a manner they 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 their conduct was unlawful. In a derivative action, i.e., one by or in
the right of the corporation, indemnification may be made only for expenses
actually and reasonably incurred by directors and officers in connection with
the defense or settlement of an action or suit, and only with respect to a
matter as to which they shall have acted in good faith and in a manner they
reasonably believed to be in or not opposed to the best interests of the
corporation, except that no indemnification shall be made if such person shall
have been adjudged liable for negligence or misconduct in the performance of his
respective duties to the corporation, although the court in which the action or
suit was brought may determine upon application that the defendant officers or
directors are reasonably entitled to indemnification for such expenses despite
such adjudication of liability.
Section 102(b)(7) of the DGCL provides that a corporation may eliminate
or limit the personal liability of a director to the corporation or its
stockholders for monetary damages for breach of fiduciary duty as a director,
provided that such provision shall not eliminate or limit the liability of a
director (i) for any breach of the director's duty of loyalty to the corporation
or its stockholders, (ii) for acts or omissions not in good faith or which
involve intentional misconduct or a knowing violation of law, (iii) under
Section 174 of the DGCL, or (iv) for any transaction from which the director
derived an improper personal benefit. No such provision shall eliminate or limit
the ability of a director for any act or omission occurring prior to the date
which such provision becomes effective.
The Company maintains insurance on behalf of its officers and directors
which, subject to certain exceptions, covers liabilities under the Securities
Act of 1933.
Item 7. Exemption from Registration Claimed.
Not Applicable.
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Item 8. Exhibits.
The following exhibits have been filed (except where otherwise indicated)
as part of this Registration Statement:
Exhibit No. Exhibit
(4)* U. S. Laboratories Inc. 1998 Stock Option Plan
(5) Opinion of Foley & Lardner
(23.1) Consent of Singer Lewak Greenbaum & Goldstein LLP
(23.2) Consent of Foley & Lardner (contained in Exhibit 5
hereto)
(24) Power of Attorney relating to subsequent amendments
(included on the signature page to this Registration
Statement)
* Filed with Amendment No. 1 to the registration
statement on Form SB-2, filed with the Securities and
Exchange Commission on January 8, 1999.
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 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.
(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 herein, 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 this
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered herein, 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 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 Act and will
be governed by the final adjudication of such issue.
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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 San Diego, and State of California, on May 14,
1999.
U. S. LABORATORIES INC.
By: /S/ DICKERSON WRIGHT
Dickerson Wright,
President and Chief Executive Officer
POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated. Each person whose signature appears below
constitutes and appoints Dickerson Wright and James D. Wait, and each of them
individually, his or her true and lawful attorney-in-fact and agent, with full
power of substitution and revocation, for him or her and in his or her name,
place and stead, in any and all capacities, to sign any and all amendments
(including post-effective 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, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
connection therewith, as fully to all intents and purposes as he or she might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or either of them, may lawfully do or cause to be
done by virtue hereof.
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Signature Title Date
/S/ DICKERSON WRIGHT Chief Executive Officer, President, May 14, 1999
- ------------------------ and Chairman of the Board
Dickerson Wright
/S/ GARY ELZWEIG Executive Vice President and Director May 14, 1999
- ------------------------
Gary Elzweig
/S/ DONALD C. ALFORD Executive Vice President and Director May 14, 1999
- ------------------------
Donald C. Alford
/S/ MARK BARON Executive Vice President and Director May 14, 1999
- ------------------------
Mark Baron
/S/ MARTIN B. LOWENTHAL Executive Vice President and Director May 14, 1999
- ------------------------
Martin B. Lowenthal
/S/ JAMES D. WAIT Chief Financial Officer, Secretary, and May 14, 1999
- ------------------------ Director (Chief Financial and
James D. Wait Accounting Officer)
/S/ THOMAS H. CHAPMAN Director May 14, 1999
- ------------------------
Thomas H. Chapman
/S/ JAMES L. MCCUMBER Director May 14, 1999
- ------------------------
James L. McCumber
/S/ ROBERT E. PETERSEN Director May 14, 1999
- ------------------------
Robert E. Petersen
/S/ NOEL SCHWARTZ Director May 14, 1999
- ------------------------
Noel Schwartz
/S/ IRVIN FUCHS Director May 14, 1999
- ------------------------
Irvin Fuchs
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EXHIBIT INDEX
U. S. LABORATORIES INC. 1998 STOCK OPTION PLAN
Exhibit No. Exhibit
(4)* U. S. Laboratories Inc. 1998 Stock Option Plan
(5) Opinion of Foley & Lardner
(23.1) Consent of Singer Lewak Greenbaum & Goldstein LLP
(23.2) Consent of Foley & Lardner (contained in Exhibit 5
hereto)
(24) Power of Attorney relating to subsequent amendments
(included on the signature page to this Registration
Statement)
* Filed with Amendment No. 1 to the registration
statement on Form SB-2, filed with the Securities
and Exchange Commission on January 8, 1999.
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Exhibit 5
Foley & Lardner
402 West Broadway, Suite 2300
San Diego, California 92101
619-234-6655
Fax 619 234-3510
May 14, 1999
U. S. Laboratories Inc.
7895 Convoy Court, Suite 18
San Diego, California 92111
Ladies and Gentlemen:
We have acted as counsel for U. S. Laboratories Inc., a Delaware
corporation (the "Company"), in connection with the preparation of a Form S-8
Registration Statement (the "Registration Statement") to be filed by the Company
with the Securities and Exchange Commission under the Securities Act of 1933, as
amended (the "Securities Act"), relating to 500,000 shares of the Company's
Common Stock, $.01 par value per share (the "Common Stock"), which may be issued
or acquired pursuant to the Company's. 1998 Stock Option Plan (the "Plan").
In this regard, we have examined: (a) the Plan; (b) a signed copy of the
Registration Statement; (c) the Company's Amended and Restated Articles of
Incorporation and Bylaws, as amended to date; (d) resolutions of the Company's
Board of Directors relating to the Plan; and (e) such other documents and
records as we have deemed necessary to enable us to render this opinion.
Based upon the foregoing, we are of the opinion that:
1. The Company is a corporation validly existing under the laws of the State
of Delaware.
2. The shares of Common Stock, when issued by the Company in the manner
contemplated in the Plan, will be validly issued, fully paid and
nonassessable.
We consent to the use of this opinion as an exhibit to the Registration
Statement. In giving this consent, we do not admit that we are "experts" within
the meaning of Section 11 of the Securities Act or within the category of
persons whose consent is required by Section 7 of the Securities Act.
Yours truly,
/S/ Foley & Lardner
FOLEY & LARDNER
Exhibit 23.1
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report, dated March 4, 1998 (except for Note 7, as
to which the date is October 21, 1998), relating to the consolidated financial
statements of U.S. Laboratories Inc. and subsidiaries, included in the
Prospectus. We also consent to the reference to our Firm under the caption
"Experts" in the aforementioned Registration Statement.
SINGER LEWAK GREENBAUM & GOLDSTEIN LLP
Los Angeles, California
May 18, 1999
