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As filed with the Securities and Exchange Commission on June 19, 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
-----------------------
CHATTEM, INC.
(Exact name of registrant as specified in its charter)
TENNESSEE 62-0156300
(State of incorporation) (I.R.S. Employer Identification No.)
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1715 WEST 38TH STREET, CHATTANOOGA, TENNESSEE 37409
(Address of principal executive offices, including zip code)
CHATTEM, INC. 2000 NON-STATUTORY STOCK OPTION PLAN
(Full title of the plan)
------------------------
A. ALEXANDER TAYLOR II HUGH F. SHARBER, ESQ.
PRESIDENT AND CHIEF OPERATING OFFICER MILLER & MARTIN LLP
CHATTEM, INC. 1000 VOLUNTEER BUILDING
1715 WEST 38TH STREET CHATTANOOGA, TENNESSEE 37402
CHATTANOOGA, TENNESSEE 37409 (423) 756-6600
(423) 821-4571
(Name, address and telephone number, including zip code,
of agents for service)
CALCULATION OF REGISTRATION FEE
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<CAPTION>
=============================================================================================================
Title of Amount Proposed Maximum Proposed Maximum Amount of
Securities to to be Offering Price Aggregate Registration
be Registered Registered (1) Per Share (2) Offering Price (2) Fee (2)
-------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common stock, no par 750,000 shares $12.51 $9,382,500 $2,477
value per share
=============================================================================================================
</TABLE>
(1) The registration statement also includes an indeterminable number of
additional shares that may become issuable as a result of terminated,
expired or surrendered options for Common Stock, or pursuant to the
antidilution adjustment provision of the plan.
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(2) Estimated solely for purpose of calculating the registration fee
pursuant to Rule 457 under the Securities Act of 1933 on the basis of
the average of the high and low prices of the common stock on June 15,
2000 as reported on the Nasdaq National Market System.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Pursuant to Part I of Form S-8, the information required by Items
1 and 2 of Form S-8 are not filed as a part of this Registration Statement. This
information will be sent or given to participants in the Chattem, Inc. 2000
Non-Statutory Stock Option Plan as specified by Rule 428(b)(1) promulgated under
the Securities Act of 1933, as amended.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents previously filed by Chattem, Inc. with
the Securities and Exchange Commission are hereby incorporated by reference:
(a) The registrant's Annual Report on Form 10-K for the fiscal
year ended November 30, 1999;
(b) All other reports filed by the registrant pursuant to Section
13 or 15(d) of the Securities Exchange Act of 1934 since November 30, 1999; and
(c) The description of the common stock included in the
registrant's Registration Statement on Form 8-A, as amended by Amendment No. 1
on Form 8 dated February 23, 1988.
All documents subsequently filed by the registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934,
prior to the completion or termination of this offering of shares of common
stock, shall be deemed to be incorporated by reference in the 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 other subsequently filed document which also is or 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.
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Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The legality of the shares of Common Stock issuable under the
Plan has been passed upon for the Registrant by the law firm of Miller & Martin
LLP. Hugh F. Sharber is a partner of Miller & Martin LLP and is also the
Secretary of the registrant.
Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The registrant's Amended and Restated Charter provides for the
indemnification of persons involved in actions, suits or proceedings by reason
of the fact that they are or have been a director, officer or employee of the
registrant (or were serving at the request of the registrant as a director,
officer, employee or agent of another entity) to the fullest extent permitted by
the Tennessee Business Corporation Act (the "TBCA") against all expense,
liability or loss.
Indemnification under the registrant's Amended and Restated
Charter may include payment of expenses in advance of the final disposition of a
proceeding and will automatically expand if the indemnification accorded the
registrant's directors, officers and employees is extended by any amendment to
the TBCA. The registrant's Amended and Restated Charter also permits the
registrant, by action of its Board of Directors, to indemnify the registrant's
agents with the same scope and effect as the above-described indemnification of
officers, directors and employees.
For claims which are not otherwise covered by the indemnification
provisions of the registrant's Amended and Restated Charter, the registrant's
Amended and Restated By-Laws provide that the registrant's officers and
directors shall be indemnified to the maximum extent permitted by law.
The registrant currently maintains directors' and officers'
liability insurance.
Item 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
Item 8. EXHIBITS.
The exhibits to the registration statement are listed in the
Exhibit Index included elsewhere herein.
Item 9. UNDERTAKINGS.
(a) The undersigned registrant hereby undertakes:
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(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
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 (the "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 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
connected 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
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 Chattanooga, State of Tennessee, on June 16, 2000.
CHATTEM, INC.
By: /s/ ZAN GUERRY
----------------------------------------
Zan Guerry, Chairman of the Board
and Chief Executive Officer
POWER OF ATTORNEY
We, the undersigned officers and directors of Chattem, Inc.,
hereby severally constitute and appoint Zan Guerry and A. Alexander Taylor II,
and each of them singly, our true and lawful attorneys with full power to them,
and each of them singly, to sign for us and in our names, in the capacities
indicated below, the Registration Statement filed herewith and any amendments to
such Registration Statement, and generally to do all such things in our name and
behalf in our capacities as officers and directors to enable Chattem, Inc. to
comply with the provisions of the Securities Act of 1933, as amended, and all
requirements of the Securities Exchange Commission, hereby ratifying and
confirming our signatures as they may be signed by our said attorneys, or any of
them, to said Registration Statement and any and all amendments thereto.
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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<S> <C>
Date: June 16, 2000 /s/ ZAN GUERRY
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Zan Guerry, Chairman of the Board
and Chief Executive Officer, Director
(Principal Executive Officer)
Date: June 16, 2000 /s/ A. ALEXANDER TAYLOR, II
--------------------------------------
A. Alexander Taylor, II, President and
Chief Operating Officer, Director
</TABLE>
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<TABLE>
<S> <C>
Date: June 16, 2000 /s/ STEPHEN M. POWELL
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Stephen M. Powell, Controller
(Principal Accounting Officer)
Date: June 16, 2000 /s/ LOUIS H. BARNETT
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Louis H. Barnett, Director
Date: June 16, 2000 /s/ RICHARD E. CHENEY
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Richard E. Cheney, Director
Date: June 16, 2000 /s/ SCOTT L. PROBASCO, JR.
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Scott L. Probasco, Jr., Director
Date: June 16, 2000 /s/ SAMUEL E. ALLEN
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Samuel E. Allen, Director
Date: June 16, 2000 /s/ ROBERT E. BOSWORTH
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Robert E. Bosworth, Director
Date: June 16, 2000 /s/ PHILIP H. SANFORD
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Philip H. Sanford, Director
</TABLE>
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EXHIBIT INDEX
<TABLE>
<CAPTION>
NO. DESCRIPTION
--- -----------
<S> <C>
4.1 Amended and Restated Charter of Chattem, Inc.,
as amended (1)
4.2 Amended and Restated By-laws of Chattem, Inc.
(2)
5 Opinion of Miller & Martin LLP
23.1 Consent of Miller & Martin LLP (included in Exhibit 5)
23.2 Consent of Arthur Andersen LLP
</TABLE>
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(1) Incorporated herein by reference to the registrant's Annual
Report on Form 10-K for the period ended November 30, 1992 and the registrant's
Annual Report on Form 10-K for the period ended November 30, 1999.
(2) Incorporated herein by reference to the registrant's Report
on Form 8-K filed with the Securities and Exchange Commission on February 1,
2000.
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