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As filed with the Securities and Exchange Commission on December 20, 2000
Registration No. 333-________
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
SPECIALTY LABORATORIES, INC.
(Exact name of registrant as specified in its charter)
CALIFORNIA 95-2961036
(State or other jurisdiction (IRS Employer Identification No.)
of incorporation or organization)
2211 MICHIGAN AVENUE
SANTA MONICA, CALIFORNIA 90404
(Address of principal executive offices) (Zip Code)
SPECIALTY LABORATORIES, INC. 2000 STOCK INCENTIVE PLAN
SPECIALTY LABORATORIES, INC. EMPLOYEE STOCK PURCHASE PLAN
(Full title of the Plan(s))
-----------------------------
JAMES B. PETER, M.D., PH.D.
CHAIRMAN AND CHIEF EXECUTIVE OFFICER
SPECIALTY LABORATORIES, INC.
2211 MICHIGAN AVENUE
SANTA MONICA, CALIFORNIA 90404
(Name and address of agent for service)
(310) 828-6543
(Telephone Number, including area code, of agent for service)
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CALCULATION OF REGISTRATION FEE
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Proposed Maximum
Amount to be Offering Price per Proposed Maximum Amount of
Title of Securities to be Registered Registered(1) Share(2) Aggregate Offering Price(2) Registration Fee
------------------------------------ ------------------ -------------------- --------------------------- ----------------
<S> <C> <C> <C> <C>
Specialty Laboratories, Inc.
2000 STOCK INCENTIVE PLAN
Common Stock, no par value 4,020,280 shares $22.625 $90,958,835.00 $24,013.14
Specialty Laboratories, Inc.
EMPLOYEE STOCK PURCHASE PLAN
Common Stock, no par value 330,000 shares $22.625 $ 7,466,250.00 $ 1,971.09
------------------
4,350,280 shares Aggregate Registration Fee $25,984.23
------------------
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(1) This Registration Statement shall also cover any additional shares of
Common Stock which become issuable under the Specialty Laboratories, Inc.
2000 Stock Incentive Plan and the Specialty Laboratories, Inc. Employee
Stock Purchase Plan by reason of any stock dividend, stock split,
recapitalization or other similar transaction effected without the
Registrant's receipt of consideration which results in an increase in the
number of the outstanding shares of Registrant's Common Stock.
(2) Calculated solely for purposes of this offering under Rule 457(h) of the
Securities Act of 1933, as amended, on the basis of the average of the
high and low selling price per share of the Registrant's Common Stock on
December 15, 2000, as reported by the New York Stock Exchange.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE
Specialty Laboratories, Inc. (the "Registrant") hereby incorporates by
reference into this Registration Statement the following documents previously
filed with the Securities and Exchange Commission (the "Commission"):
(a) The Registrant's prospectus filed with the Commission pursuant to Rule
424(b) promulgated under the Securities Act of 1933, as amended (the
"1933 Act"), in connection with the Registrant's Registration
Statement No. 333-45588, in which there is set forth the audited
financial statements for the Registrant's fiscal year ended December
31, 1999; and
(b) The Registrant's Registration Statement No. 001-16217 on Form 8-A12B
filed with the Commission on November 13, 2000, pursuant to Section
12(b) of the Securities Exchange Act of 1934 (the "1934 Act"), in
which there is described the terms, rights and provisions applicable
to the Registrant's outstanding Common Stock.
All reports and definitive proxy or information statements filed
pursuant to Section 13(a), 13(c), 14 or 15(d) of the 1934 Act after the date of
this Registration Statement and prior to the filing of a post-effective
amendment which indicates that all securities offered hereby have been sold or
which de-registers all securities then remaining unsold shall be deemed to be
incorporated by reference into this Registration Statement and to be a part
hereof from the date of filing of such documents. Any statement contained in a
document incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Registration Statement
to the extent that a statement contained herein or in any subsequently filed
document which also is deemed to be incorporated by reference herein 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.
Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Registrant has amended and restated its articles of
incorporation limiting the personal liability of its directors for monetary
damages to the fullest extent permitted by the California General Corporation
Law. Under California law, a director's liability to a company or its
shareholders may not be limited: (i) for acts or omissions that involve
intentional misconduct or a knowing and culpable violation of law; (ii) for acts
or omissions that a director believes to be contrary to the best interests of
the company or its shareholders or that involve the absence of good faith on the
part of the director; (iii) for any transaction from which a director derived an
improper personal benefit; (iv) for acts or omissions that show a reckless
disregard for the director's duty to the company or its shareholders in
circumstances in which the director was aware, or should have been aware, in the
ordinary course of performing the director's duties, of a risk of serious injury
to the company or its shareholders; (v) for acts or omissions that constitute an
unexcused pattern of inattention that amounts to an abdication of the director's
duty to the company or its shareholders; (vi) under Section 310 of the
California General Corporation Law concerning contracts or transactions between
the company and a director; or (vii) under Section 316 of the California General
Corporation Law concerning directors' liability for improper dividends, loans
and guarantees. In addition, under California law a director's liability to a
company or its shareholders may not be limited for any act or omission (i)
occurring prior to the date when its amended and restated articles of
incorporation becomes effective or (ii) as an officer, notwithstanding that the
officer is also a director or that his or her actions, if negligent or
improper, have been ratified by the directors. The limitation of
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liability does not affect the availability of injunctions and other equitable
remedies available to the shareholders for any violation by a director of the
director's fiduciary duty to the Registrant or its shareholders.
The Registrant's amended and restated articles of incorporation
also include an authorization for Registrant to indemnify its "agents," as
defined in Section 317 of the California General Corporation Law, through bylaw
provisions, by agreement with the agents, vote of shareholders or disinterested
directors, or otherwise, to the fullest extent permitted by law. Under this
provision, Registrant's amended and restated bylaws provide for indemnification
of its directors, officers and employees. In addition, Registrant may, at its
discretion, provide indemnification to persons whom it is not obligated to
indemnify. The Registrant's amended and restated bylaws also allow it to enter
into indemnification agreements with individual directors, officers, employees
and other agents.
The Registrant has entered into indemnification agreements with
each of its officers and directors. These agreements contain provisions that may
require the Registrant, among other things, to indemnify these officers and
directors against liabilities that may arise because of their status or service
as officers or directors, except for liabilities arising from willful misconduct
of a culpable nature, advance their expenses incurred as a result of any
proceeding against them as to which they could be indemnified, and obtain
officers' and directors' liability insurance if it is maintained for other
officers and directors. These agreements do not require Registrant to indemnify
its directors and officers in situations where: (i) the remuneration rendered
against an officer or director is determined by final judgment or other final
adjudication that such remuneration was in violation of law; (ii) a judgment is
rendered against the director or officer for an accounting of profits made from
the purchase or sale of Registrant's securities under the provisions of Section
16(b) of the Securities Exchange Act of 1934, as amended, or similar provisions
of any federal, state or local statutory laws; (iii) the officer's or director's
conduct is adjudged to have been knowingly fraudulent or deliberately dishonest,
or constitutes willful misconduct; or (iv) a court determines that
indemnification under the circumstances is not lawful.
Item 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
Item 8. EXHIBITS
EXHIBIT NUMBER EXHIBIT
4 Instruments Defining the Rights of Stockholders. Reference is
made to Registrant's Registration Statement No. 001-16217 on
Form 8-A12B, together with any exhibits thereto, which are
incorporated herein by reference pursuant to Item 3(b) to this
Registration Statement.
5 Opinion and consent of Brobeck, Phleger & Harrison LLP.
23.1 Consent of Ernst & Young LLP, Independent Auditors.
23.2 Consent of Brobeck, Phleger & Harrison LLP is contained in
Exhibit 5.
24 Power of Attorney. Reference is made to page II-4 of this
Registration Statement.
99.1 Specialty Laboratories, Inc. 2000 Stock Incentive Plan.
99.2 Specialty Laboratories, Inc. Employee Stock Purchase Plan.
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 1933 Act, (ii) to reflect in the prospectus any facts
or events arising after the effective date of this 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 this
Registration Statement and (iii) to include any material information with
respect to the plan of distribution not previously disclosed in this
Registration Statement or any material change to such information in this
Registration Statement; provided, however, that clauses (1)(i) and (1)(ii) shall
not apply if the information required to be included in a post-effective
amendment by those clauses is contained in periodic reports filed by the
Registrant pursuant to Section 13 or Section 15(d) of the 1934 Act that are
incorporated by reference into this Registration Statement; (2) that for the
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purpose of determining any liability under the 1933 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; and (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 Registrant's 2000
Stock Incentive Plan and Employee Stock Purchase Plan.
B. The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the 1933 Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
1934 Act that is incorporated by reference into 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
1933 Act may be permitted to directors, officers or controlling persons of the
Registrant pursuant to the indemnification provisions summarized in Item 6 or
otherwise, the Registrant has been advised that, in the opinion of the
Commission, such indemnification is against public policy as expressed in the
1933 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 1933 Act and
will be governed by the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, 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 Santa Monica, State of California on
this 15th day of December, 2000.
SPECIALTY LABORATORIES, INC.
By: /s/ JAMES B. PETER, M.D., Ph.D.
----------------------------------------------
James B. Peter, M.D., Ph.D.
Chairman of the Board and Chief Executive
Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS:
That the undersigned officers and directors of Specialty Laboratories,
Inc., a California corporation, do hereby constitute and appoint James B. Peter,
M.D., Ph.D., Chairman of the Board and Chief Executive Officer, and Frank J.
Spina, Chief Financial Officer, and each of them, the lawful attorneys-in-fact
and agents with full power and authority to do any and all acts and things and
to execute any and all instruments which said attorneys and agents, and any one
of them, determine may be necessary or advisable or required to enable said
corporation to comply with the Securities Act of 1933, as amended, and any rules
or regulations or requirements of the Securities and Exchange Commission in
connection with this Registration Statement. Without limiting the generality of
the foregoing power and authority, the powers granted include the power and
authority to sign the names of the undersigned officers and directors in the
capacities indicated below to this Registration Statement, to any and all
amendments, both pre-effective and post-effective, and supplements to this
Registration Statement, and to any and all instruments or documents filed as
part of or in conjunction with this Registration Statement or amendments or
supplements thereof, and each of the undersigned hereby ratifies and confirms
that all said attorneys and agents, or any one of them, shall do or cause to be
done by virtue hereof. This Power of Attorney may be signed in several
counterparts.
IN WITNESS WHEREOF, each of the undersigned has executed this Power of
Attorney as of the date indicated.
Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed below by the following
persons in the capacities and on the dates indicated.
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SIGNATURE TITLE DATE
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<S> <C> <C>
/s/ JAMES B. PETER, M.D., Ph.D.
------------------------------------ Chairman of the Board and Chief Executive December 15, 2000
James B. Peter, M.D., Ph.D. Officer (Principal Executive Officer)
/s/ FRANK J. SPINA
------------------------------------ Chief Financial Officer (Principal Financial December 15, 2000
Frank J. Spina and Accounting Officer)
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SIGNATURE TITLE DATE
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/s/ PAUL F. BEYER
------------------------------------ President, Chief Operating Officer and Director December 15, 2000
Paul F. Beyer
/s/ DEBORAH A. ESTES
------------------------------------ Director and Secretary December 15, 2000
Deborah A. Estes
/s/ RICHARD E. BELLUZZO Director December 15, 2000
------------------------------------
Richard E. Belluzzo
/s/ DOUGLAS S. HARRINGTON, M.D. Director December 15, 2000
------------------------------------
Douglas S. Harrington, M.D.
/s/ THOMAS R. TESTMAN Director December 15, 2000
------------------------------------
Thomas R. Testman
/s/ WILLIAM J. NYDAM Director December 15, 2000
------------------------------------
William J. Nydam
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EXHIBIT INDEX
EXHIBIT NUMBER EXHIBIT
4 Instruments Defining the Rights of Stockholders. Reference is
made to Registrant's Registration Statement No. 001-16217 on
Form 8-A12B, together with any exhibits thereto, which are
incorporated herein by reference pursuant to Item 3(b) to this
Registration Statement.
5 Opinion and consent of Brobeck, Phleger & Harrison LLP.
23.1 Consent of Ernst & Young LLP, Independent Auditors.
23.2 Consent of Brobeck, Phleger & Harrison LLP is contained in
Exhibit 5.
24 Power of Attorney. Reference is made to page II-4 of this
Registration Statement.
99.1 Specialty Laboratories, Inc. 2000 Stock Incentive Plan.
99.2 Specialty Laboratories, Inc. Employee Stock Purchase Plan.
