Registration No. 333-_________
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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. 1999 Stock Bonus 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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CALCULATION OF REGISTRATION FEE
<CAPTION>
- ------------------------ --------------- -------------------- -------------------- ------------------
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 30,000 shares $3.8125(1) $114,375(1) $31
- ------------------------ --------------- -------------------- -------------------- ------------------
</TABLE>
(1) Estimated pursuant to Rules 457(c) and (h) under the Securities Act of
1933 solely for the purpose of calculating the registration fee. The
price is based upon the average of the high and low price of Common
Stock as reported on the Nasdaq SmallCap on February 29, 2000.
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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:
1.1.1. 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 27 of the Exchange Act, and any
amendments or reports filed for the purpose of updating such description.
1.1.2. The Company's Special Financial Report under Rule 15d-2
containing the Company's audited financial statements for the year ended
December 31, 1998, filed with the Commission on May 19, 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
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intended only as a summary and is qualified in its entirety by reference to
the Amended Certificate of Incorporation, Bylaws, and the DGCL.
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. 1999 Stock Bonus 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)
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
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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 February
23, 2000.
U. S. LABORATORIES INC.
By: /S/ DICKERSON WRIGHT
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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 Donald Alford, 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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<TABLE>
<CAPTION>
Signature Title Date
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<S> <C> <C>
/S/ DICKERSON WRIGHT Chief Executive Officer, President, and February 23, 2000
- --------------------------------- Chairman of the Board
Dickerson Wright
/S/ GARY ELZWEIG Executive Vice President and Director February 23, 2000
- ---------------------------------
Gary Elzweig
/S/ DONALD C. ALFORD Executive Vice President, Secretary, and February 23, 2000
- --------------------------------- Director
Donald C. Alford
/S/ MARK BARON Executive Vice President and Director February 23, 2000
- ---------------------------------
Mark Baron
/S/ MARTIN B. LOWENTHAL Executive Vice President and Director February 23, 2000
- ---------------------------------
Martin B. Lowenthal
/S/ JOSEPH WASILEWSKI Chief Financial Officer and Director (Chief February 23, 2000
- --------------------------------- Financial and Accounting Officer)
Joseph Wasilewski
/S/ THOMAS H. CHAPMAN Director February 23, 2000
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Thomas H. Chapman
/S/ JAMES L. MCCUMBER Director February 23, 2000
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James L. McCumber
/S/ ROBERT E. PETERSEN Director February 23, 2000
- ---------------------------------
Robert E. Petersen
</TABLE>
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EXHIBIT INDEX
Exhibit No. Exhibit
(4) U. S. Laboratories Inc. 1999 Stock Bonus 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)
8
U. S. LABORATORIES INC.
1999 BONUS PLAN
1. Purposes of The Plan
The U. S. Laboratories Inc. 1999 Bonus Plan (the "Plan") is
established to promote the interests of U. S. Laboratories Inc., a Delaware
corporation (the "Company"), by creating an incentive program to (a) attract and
retain employees who will strive for excellence and (b) motivate those
individuals to set and achieve above-average objectives by providing them with
rewards for contributions to the operating profits and earning power of the
Company.
2. Administration of The Plan
The Compensation Committee of the Board of Directors of the Company
(the "Committee") will administer the Plan and adopt rules and regulations to
implement the Plan. Decisions of the Committee are final and binding on all
parties who have an interest in the Plan. In the absence of a Compensation
Committee, the Board of Directors will administer the Plan.
3. Definitions. For purposes of the Plan:
3.1. Employee. An individual shall be considered an "Employee"
while the individual remains employed by the Company or one or more of its
Subsidiaries.
3.2. Subsidiary. Each corporation (other than the Company) in an
unbroken chain of corporations beginning with the Company shall be considered to
be a "Subsidiary" of the Company, provided each such corporation (other than the
last corporation in the unbroken chain) owns, at the time of determination,
stock possessing more than 50% of the total combined voting power of all classes
of stock in one of the other corporations in such chain.
4. Stock Subject to Plan
4.1. Number. Subject to adjustment as provided in Section 4.2, the
total number of shares of the Company's common stock that may be issued under
the Plan is 30,000. The shares to be delivered under the Plan may consist, in
whole or in part, of authorized but unissued stock or treasury stock.
4.2. Adjustment in Capitalization. If the Committee determines that
any dividend or other distribution (whether in the form of cash, stock, other
securities or other property), recapitalization, stock split, reverse stock
split, reorganization, merger, consolidation, split-up, spin-off, combination,
repurchase or exchange of stock or other securities of the Company, issuance of
warrants or other rights to purchase stock or other securities of the Company,
or other similar corporate transaction or event affects the stock and the
Committee determines that an adjustment is appropriate in order to prevent
dilution or enlargement of the benefits or potential benefits intended to be
made available under the Plan, then the Committee may adjust any or all of (i)
the number and type of shares of stock subject to the Plan and which thereafter
may be made the subject of awards under the Plan; (ii) the number and type of
shares of stock subject to outstanding awards; and (iii) the grant, purchase or
exercise price with respect to any award, or, if deemed appropriate, make
provision for a cash payment to the holder of an outstanding award.
5. Bonus Awards
5.1. Eligibility. All employees of the Company and its subsidiaries
are eligible under the Plan.
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5.2. Allocations. The Committee will determine the bonus pool and
allocations to be paid under the Plan for the Company's fiscal year. These
allocations will be reviewed and approved by the Board of Directors prior to
grant of the bonus. The determinations of the Committee and the Board are final.
5.3. The Committee may restrict the resale of the bonus shares by
Employees for up to one year from the date of the grant.
5.4. Entitlement to Bonus. The Committee will determine who will
receive allocations under the Plan. This determination will be reviewed and
approved by the Board of Directors.If an eligible Employee receives no
allocation under section 5.1 above, then that Employee is not entitled to any
bonus under the Plan.
6. Payment Of Bonus Awards
6.1. The bonus awards may be paid in cash or shares of the Company's
common stock at the discretion of the Committee and the Board of Directors.
6.2. The individual bonus award allocated to each Employee under
Section 4 will be paid to the Employee within 30 days after completion of the
annual audit of the Company's financial statements by its independent auditors,
regardless of whether the individual has remained in Employee status through the
date of payment.
7. Valuation of Stock. The Committee will place a value on the stock in
order to determine the compensation received by employees.
8. Withholding. The Company may withhold taxes owed by Employee.
9. General Provisions
9.1. Plan Amendments. The Plan will become effective when adopted
by the Company's Board of Directors. The Board of Directors may at any time
amend, suspend, or terminate the Plan, provided that it must do so in a written
resolution and the action may not adversely affect rights and interests of Plan
participants to individual bonuses allocated prior to such amendment, suspension
or termination.
9.2. Benefits Unfunded. No amounts awarded or accrued under this
Plan are actually funded, set aside, or otherwise segregated prior to payment.
The obligation to pay the bonuses awarded hereunder shall at all times be an
unfunded and unsecured obligation of the Company. Plan participants shall have
the status of general creditors and shall look solely to the general assets of
the Company for the payment of their bonus awards.
9.3. Benefits Nontransferable. No Plan participant has the right to
alienate, pledge or encumber his or her interest in this Plan, and this interest
may not (if permitted by law) be subject in any way to the claims of the
Employee's creditors or to attachment, execution, or other process of law.
9.4. No Employment Rights. No action of the Company in establishing
the Plan, no action taken under the Plan by the Committee and no provision of
the Plan itself may be construed to grant any person the right to remain in the
employ of the Company or its subsidiaries for any period of specific duration.
Rather, each Employee will be employed "at will," which means that either such
Employee or the Company may terminate the employment relationship at any time
and for any reason, with or without cause.
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9.5. Exclusive Agreement. This Plan document is the full and
complete agreement between the eligible Employees and the Company on the terms
described herein.
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Exhibit 5
Foley & Lardner
402 West Broadway, Suite 2300
San Diego, California 92101
619-234-6655
Fax 619 234-3510
February 23, 2000
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 30,000 shares of the Company's
Common Stock, $.01 par value per share (the "Common Stock"), which may be issued
under the Company's 1999 Stock Bonus 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
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FOLEY & LARDNER
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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 April 7, 1999 (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
March 1, 2000
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