As filed with the Securities and Exchange Commission on June 2, 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
LIFE PARTNERS HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
Massachusetts 14-2488828
(State of Incorporation) (I.R.S. Employer Identification No.)
6614 Sanger Ave.
Waco, Texas 76710
(Address of principal executive offices)
LIFE PARTNERS HOLDINGS, INC. OMNIBUS EQUITY COMPENSATION PLAN
(Full title of the Plan)
R. Scott Peden
6614 Sanger Ave.
Waco, Texas 76710
(254) 751-7797
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
Proposed
Maximum Proposed Max- Amount of
Title of Securities Amount To Be Offering Price imum Aggregate Registration
To Be Registered Registered (1) Per Share (2) Offering Price(2) Fee (2)
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Common Stock, 3,000,000 $22.50 $67,500,000 $4,320
$.01 par value shares
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(1) The number of shares being registered is the number of shares issuable
under the Life Partners Holdings, Inc. Omnibus Equity Compensation Plan
(the "Plan"), pursuant to Rule 457(h) under the Securities Act of 1933,
as amended.
(2) Based upon the average of the bid and asked prices for the registrant's
common stock reported on the NASDAQ OTC/Bulletin Board on May 31, 2000,
for purposes of computing the registration fee in accordance with Rules
457(c) and 457(h) 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.
Life Partners Holdings, Inc. (the "Company") incorporates by reference
into this Registration Statement:
(1) the latest annual report of the Company filed pursuant to
Section13(a) or 15(d) of the Securities Exchange Act of 1934 (the
"Exchange Act"), or the latest prospectus filed pursuant to Rule
424(b) under the Securities Act of 1933 (the "Securities Act") that
contains audited financial statements for the Company's latest
fiscal year for which such statements have been filed;
(2) all other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the annual
report or prospectus referred to in (1) above; and
(3) all reports and other documents subsequently filed by the Company
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the 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 in this Registration
Statement from the date of filing of such documents.
Any statement contained in a document incorporated by reference herein as set
forth above 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 incorporated by reference herein modifies or
supersedes such statement. Any 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.
The following description of our capital stock is only a summary and is
not complete. You should read the full text of our Articles of Organization and
Bylaws, which were filed as exhibits to our annual report on Form 10-KSB for the
fiscal year ended February 29, 2000.
Authorized And Outstanding Capital Stock
Our authorized capital stock consists of 10,000,000 shares of common
stock, $.01 par value per share, all of which were outstanding as of June 2,
2000. No preferred stock is authorized. Of the outstanding shares, we hold
1,845,000 shares as treasury stock, which we have reserved for awards under our
Plan. On January 21, 2000, when current management acquired control of the
Company through a share exchange, we granted stock options covering 907,772
shares, all of which were simultaneously exercised, and we granted stock awards
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of 250,000 shares. As of June 2, 2000, we had no outstanding options, warrants
or similar rights to acquire common stock.
Holders of our common stock are entitled to one vote per share on all
matters upon which shareholders have the right to vote. Cumulative voting is not
permitted. Holders of our common stock are entitled to receive ratably any
dividends as may be declared by our Board of Directors out of legally available
funds. In the event of our liquidation, dissolution or winding up, holders of
our common stock are entitled to share ratably in all assets remaining after
payment of liabilities. Holders of our common stock have no preemptive or other
subscription or conversion rights. Our President, Mr. Brian D. Pardo, created
the treasury stock when he contributed 3,000,000 shares that he beneficially
owned to the Company for stock options, stock grants and other equity incentive
awards. He holds a reversionary right to reacquire any treasury shares that we
do not use or reserve for use under stock awards by January 19, 2001. There are
no redemption or sinking fund provisions applicable to our common stock.
Transfer Agent And Registrar
The transfer agent and registrar for our common stock is Executive
Registrar and Transfer Agency, Inc., Phoenix, Arizona.
Listing
Our stock is traded on the Nasdaq OTC Bulletin Board under the symbol
"LPHI".
Item 6. Indemnification of Directors and Officers.
General Laws Of Massachusetts
Chapter 156B: Section 67. Indemnification of officers and directors.
Section 67. Indemnification of directors, officers, employees and other
agents of a corporation, and persons who serve at its request as directors,
officers, employees or other agents of another organization, or who serve at its
request in any capacity with respect to any employee benefit plan, may be
provided by it to whatever extent shall be specified in or authorized by (i) the
articles of organization or (ii) a by-law adopted by the stockholders or (iii) a
vote adopted by the holders of a majority of the shares of stock entitled to
vote on the election of directors. Except as the articles of organization or
by-laws otherwise require, indemnification of any persons referred to in the
preceding sentence who are not directors of the corporation may be provided by
it to the extent authorized by the directors. Such indemnification may include
payment by the corporation of expenses incurred in defending a civil or criminal
action or proceeding in advance of the final disposition of such action or
proceeding, upon receipt of an undertaking by the person indemnified to repay
such payment if he shall be adjudicated to be not entitled to indemnification
under this section which undertaking may be accepted without reference to the
financial ability of such person to make repayment. Any such indemnification may
be provided although the person to be indemnified is no longer an officer,
director, employee or agent of the corporation or of such other organization or
no longer serves with respect to any such employee benefit plan.
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No indemnification shall be provided for any person with respect to any
matter as to which he shall have been adjudicated in any proceeding not to have
acted in good faith in the reasonable belief that his action was in the best
interest of the corporation or to the extent that such matter relates to service
with respect to an employee benefit plan, in the best interests of the
participants or beneficiaries of such employee benefit plan.
The absence of any express provision for indemnification shall not limit
any right of indemnification existing independently of this section.
A corporation shall have power to purchase and maintain insurance on
behalf of any person who is or was a director, officer, employee or other agent
of the corporation, or is or was serving at the request of the corporation as a
director, officer, employee or other agent of another organization or with
respect to any employee benefit plan, against any liability 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 liability.
Corporate Policy
Our corporate policy is to provide indemnification to any and all
officers and directors as provided under Massachusetts law for any action
arising from acts performed in their capacity as officers and directors.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
The Exhibit Index immediately preceding the exhibits is incorporated
herein by reference.
Item 9. Undertakings.
(1) The undersigned Registrant hereby undertakes:
(a) 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; (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. Notwithstanding the
foregoing, any increase or decrease in volume of securities offered (if the
total dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated maximum
offering range may be reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) of the Securities Act if, in the aggregate,
the changes in volume and price represent no more than a 20% change in the
maximum aggregate offering price set forth in the "Calculation of Registration
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Fee" table in the effective 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) do not apply if the registration statement is on Form
S-3 or Form S-8 and the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed by the
Registrant pursuant to Section 13 or 15(d) of the Exchange Act that are
incorporated by reference in the registration statement.
(b) That, for the purpose of determining any liability under the
Securities 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.
(c) 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.
(2) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) 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 the time shall be deemed to be the initial bona
fide offering thereof.
(3) Insofar as indemnification for liabilities arising under the
Securities 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 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
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 Waco, State of Texas, on June 1, 2000.
LIFE PARTNERS HOLDINGS, INC.
By: /s/ Brian D. Pardo
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Brian D. Pardo
President and Chief Executive Officer
Power of Attorney
Each person whose signature appears below constitutes and appoints Brian
D. Pardo as his attorney-in-fact, with full power of substitution, to execute in
the name and on behalf of such person, individually and in each capacity stated
below, and to file, any and all amendments to this Registration Statement,
including any and all post-effective amendments.
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.
Signature Title Date
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President and Director
/s/Brian D. Pardo (Principal Executive Officer) June 2, 2000
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Brian D. Pardo
Treasurer (Principal
Financial and Accounting
/s/Jacquelyn Davis Officer) June 2, 2000
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Jacquelyn Davis
Corporate Clerk (Secretary)
/s/R. Scott Peden and Director June 2, 2000
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EXHIBIT INDEX
Exhibit Number Description
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23.3 Consent of Gray & Nortcutt, Inc.
99.1 Life Partners Holdings, Inc. Omnibus Equity Compensation Plan
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