As Filed with the Securities and Exchange Commission on September 26,
1996, Registration No.
======================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
MAXICARE HEALTH PLANS, INC.
---------------------------
(Exact name of registrant as specified in its charter)
DELAWARE 95-3615709
-------- ----------
(State or other jurisdiction (I.R.S. Employer
of incorporation or Identification No.)
organization)
1149 South Broadway Street
Los Angeles, California 90015
(213) 765-2000
----------------------------
(Address of principal executive offices)
MAXICARE HEALTH PLANS, INC. OUTSIDE DIRECTORS
1996 FORMULA STOCK OPTION PLAN
AND
MAXICARE HEALTH PLANS, INC. SENIOR EXECUTIVES
1996 STOCK OPTION PLAN
AND
MAXICARE HEALTH PLANS, INC. 1995 STOCK OPTION PLAN
AND
RESTRICTED STOCK GRANT AGREEMENT BY AND BETWEEN MAXICARE HEALTH PLANS,
INC. AND PETER J. RATICAN, DATED AS OF FEBRUARY 27, 1995
AND
RESTRICTED STOCK GRANT AGREEMENT BY AND BETWEEN MAXICARE HEALTH PLANS,
INC. AND EUGENE L. FROELICH, DATED AS OF FEBRUARY 27, 1995
----------------------------------------------------------------------
(Full titles of plans)
Index to Exhibits on Page 20 of 24
Page 1 of 24
<PAGE>
PETER J. RATICAN
Chairman of the Board and Chief Executive Officer
Maxicare Health Plans, Inc.
1149 South Broadway Street
Los Angeles, California 90015
------------------------------
(Name and address of agent for service)
(213) 765-2000
-------------------------------------------------------------
(Telephone number, including area code, of agent for service)
Copy to:
Barry L. Burten, Esq.
Jeffer, Mangels, Butler & Marmaro LLP
2121 Avenue of the Stars, 10th Floor
Los Angeles, California 90067
(310) 203-8080
If any of the securities being registered on this Form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection
with dividend or interest reinvestment plans, check the following line:
[X]
CALCULATION OF REGISTRATION FEE
========================================================================
Proposed Proposed
Maximum Maximum
Amount Offering Aggregate Amount of
Title of Securities to be Price Per Offering Registration
to be Registered Registered* Share** Price** Fee
------------------------------------------------------------------------
Common Stock
($.01 par value) 1,955,000 $20.00 $39,100,000 $13,483.00
========================================================================
* This Registration Statement also includes an indeterminable
number of additional shares that may become issuable,
pursuant to the antidilution adjustment provisions of the
Maxicare Health Plans, Inc. Outside Directors 1996 Formula
Stock Option Plan, Maxicare Health Plans, Inc. Senior
Executives 1996 Stock Option Plan, Maxicare Health Plans,
Inc. 1995 Stock Option Plan, Restricted Stock Grant
Agreement by and between Maxicare Health Plans, Inc. and
Peter J. Ratican, dated as of February 27, 1995, and
Restricted Stock Grant Agreement by and between Maxicare
Health Plans, Inc. and Eugene L. Froelich, dated as of
February 27, 1995.
Page 2 of 24
<PAGE>
** Amounts in these columns have been estimated solely for the
purpose of calculating the registration fee. Pursuant to
Rule 457(c) these amounts have been computed on the basis
of the average of the high and low prices for the
Registrant's Common Stock as reported by the Nasdaq Stock
Market on September 24, 1996.
This Registration Statement on Form S-8 includes a Form S-3
Prospectus for use in connection with reoffers and resales of the
Registrant's Common Stock registered pursuant to such Registration
Statement on Form S-8 by "affiliates" of the Registrant, as that
term is defined under Rule 405 of the Securities Act of 1933, as
amended.
------------------------
Approximate date of commencement of sale to public:
From time to time after the Registration Statement becomes
effective.
------------------------
Page 3 of 24
<PAGE>
Part I
------
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.*
Item 2. Registrant Information and Employee Plan Annual
Information.*
* Information required by Part I to be contained in the section
10(a) Prospectus is omitted from the Registration Statement in
accordance with Rule 428 under the Securities Act of 1933, as
amended (the "Act"), and the Note to Part I of Form S-8.
Documents containing the information specified in this Part I
will be sent or given to holders of options under the Maxicare
Health Plans, Inc. Outside Directors 1996 Formula Stock Option
Plan, Maxicare Health Plans, Inc. Senior Executives 1996 Stock
Option Plan, and Maxicare Health Plans, Inc. 1995 Stock Option
Plan or Restricted Stock Grant Agreements entered into with
Peter J. Ratican or Eugene L. Froelich in accordance with Rule
428(b)(1) of the Act.
Page 4 of 24
<PAGE>
PROSPECTUS 1,955,000 Shares
MAXICARE HEALTH PLANS, INC.
Common Stock
$ .01 par value per share
This Prospectus covers 1,955,000 shares of Common Stock, par value
$.01 per share, of Maxicare Health Plans, Inc. (the "Company"),
issuable (i) upon exercise of options granted to non-employee
directors under the Company's Outside Directors 1996 Formula Stock
Option Plan (the "Formula Plan"), (ii) upon exercise of options
granted to senior executives under the Company's Senior Executives
1996 Stock Option Plan (the "Senior Executives Plan"), (iii) upon
exercise of options granted to directors, officers and other
employees under the Company's 1995 Stock Option Plan, as amended
(the "1995 Plan") and (iv) under restricted stock grant agreements
entered into by and between the Company and Peter J. Ratican and
Eugene L. Froelich, respectively, dated as of February 27, 1995
(the "Stock Grant Agreements"). These directors, officers and
other employees may be deemed "affiliates" of the Company, as that
term is defined under Rule 405 under the Securities Act of 1933, as
amended (the "Act").
The Common Stock of the Company is currently traded over-the-
counter under the symbol MAXI. Trading in these shares is reported
by the Nasdaq Stock Market ("NASDAQ").
Each of the persons named herein under the caption "Selling
Stockholders" will only offer and sell the shares which may be sold
by such person hereunder from time to time in ordinary trading
transactions on NASDAQ at such prices as may be obtainable, with
such person paying not more than customary selling brokers'
commission plus transfer taxes. The Company will not receive any
proceeds from the sale of these shares of Common Stock. Any such
person effecting resales of shares obtained may possibly be
considered an "underwriter", as that term is defined by the Act.
This Prospectus does not constitute an offer to sell or a
solicitation of an offer to buy securities in any jurisdiction in
which it is unlawful to make such offer or solicitation.
No person has been authorized to give any information or to make
any representations, other than those contained in this Prospectus,
in connection with the offer contained in this Prospectus, and, if
given or made, such other information or representations must not
be relied upon as having been authorized by the Company. Neither
the delivery of this Prospectus, nor any sale made hereunder shall,
under any circumstances, create an implication that there has been
no change in the affairs of the Company since the date hereof.
1
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<PAGE>
The executive offices of the Company are located at 1149 South
Broadway Street, Los Angeles, California 90015, and its telephone
number is (213) 765-2000.
--------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED
UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
-------------------
The date of this Prospectus is September 26, 1996.
2
Page 6 of 24
<PAGE>
TABLE OF CONTENTS
PAGE
AVAILABLE INFORMATION....................................... 4
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE............. 4
THE COMPANY................................................. 5
SELLING STOCKHOLDERS........................................ 6
PLAN OF DISTRIBUTION........................................ 9
LEGAL MATTERS............................................... 9
3
Page 7 of 24
<PAGE>
AVAILABLE INFORMATION
This Prospectus, as permitted by the Rules and Regulations of the
Securities and Exchange Commission (the "Commission"), omits
certain information contained in a registration statement on Form
S-8 (the "Registration Statement") which the Company has filed with
the Commission under the Act, and reference is made to that
Registration Statement and exhibits thereto for further information
with respect to the Company and the securities offered hereby. The
Registration Statement may be inspected without charge by anyone in
the public reference facilities of the Commission located at Room
1024, 450 Fifth Street, N.W., Washington, D.C. 20549, and copies of
all or any part of the Registration Statement may be obtained from
the Commission at prescribed rates.
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934 and in accordance therewith files
reports, proxy statements and other information with the
Commission. Such reports, proxy statements and other information
can be inspected and copied at the offices of the Commission at 450
Fifth Street, N.W., Washington, D.C. 20549; Suite 1300, 7 World
Trade Center, New York, New York 10048; 11th Floor, 5670 Wilshire
Boulevard, Los Angeles, California 90036; and Suite 1400, 500 West
Madison Street, Chicago, Illinois 60661; and copies of such
materials can be obtained from the Public Reference facilities of
the Commission located at 450 Fifth Street, N.W., Washington, D.C.
20549, at prescribed rates.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents are incorporated into this Prospectus by
reference:
(a) The Company's Quarterly Reports on Form 10-Q for the
quarterly periods ended March 31, 1996 and June 30, 1996;
(b) The Company's Proxy Statement for Annual Meeting of
Stockholders held on July 26, 1996;
(c) The Company's Annual Report on Form 10-K, as amended, for the
year ended December 31, 1995;
(d) The Company's Proxy Statement for Annual Meeting of
Stockholders held on July 28, 1995;
(e) The Company's Annual Report on Form 10-K for the year ended
December 31, 1994; and
(f) The description of the Company's Common Stock included in the
Company's Registration Statement on Form 10 filed January 17,
1991.
4
Page 8 of 24
<PAGE>
All documents subsequently filed by the Company with the Commission
pursuant to sections 13(a), 13(c), 14 or 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 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 Prospectus to the extent that a
statement contained herein, or in any subsequently filed document
which is also incorporated by reference herein, modifies or
supersedes such statement. Any such statements modified or
superseded shall not be deemed, except as so modified or
superseded, to constitute part of this Prospectus.
The Company will provide without charge to each person to whom a
copy of this Prospectus is delivered, on the written or oral
request of any such person, a copy of any or all of the documents
incorporated herein by reference (not including exhibits thereto
unless such exhibits are specifically incorporated by reference
into the information that the Registration Statement incorporates)
and the Company's latest Annual Report to stockholders. Requests
for such copies should be directed to the Company, 1149 South
Broadway Street, Los Angeles, 90015, Attention: Peter J. Ratican,
Chairman of the Board and Chief Executive Officer, (213) 765-2000.
THE COMPANY
Maxicare Health Plans, Inc., a Delaware corporation ("MHP"), is a
holding company which owns various subsidiaries primarily in the
field of managed health care. MHP owns and operates a system of
seven health maintenance organizations ("HMOs") in California,
Indiana, Illinois, Louisiana, North Carolina, South Carolina, and
Wisconsin and additionally operates Maxicare Life and Health
Insurance Company and HealthAmerica Corporation. Through these
subsidiaries, the Company offers an array of employee benefit
packages including traditional HMO, preferred provider organization
("PPO"), exclusive provider organization, life and accidental death
and dismemberment policies, administrative services only programs,
wellness programs, outcomes measures and high dollar claims audits.
In addition, the Company offers a number of pharmacy programs
including benefit design, formulary management, claims processing
and mail order services for employers and their employees.
Through its HMO operations, the Company arranges for the delivery
of comprehensive health care services to its members for a
predetermined prepaid fee. The Company provides these services by
contracting on a prospective basis with physician groups for a
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Page 9 of 24
<PAGE>
fixed fee per member per month, regardless of the extent and nature
of services, and with hospitals and other providers under a variety
of fee arrangements. The Company offers a full complement of
health benefits, including physician, hospital, dental, vision
care, prescription drug and health education services.
The Company's principal executive offices are located at 1149 South
Broadway Street, Los Angeles, California 90015 and its telephone
number is (213) 765-2000.
SELLING STOCKHOLDERS
Set forth below is a list of Selling Stockholders hereunder, and as
of the date hereof, the aggregate number of shares of the Company's
Common Stock beneficially owned by each Selling Stockholder, the
number of options to purchase shares of the Company's Common Stock
held by each Selling Stockholder pursuant to the Formula Plan,
Senior Executives Plan, 1995 Plan and the Stock Grant Agreements,
as well as the number of shares of the Company's Common Stock
included in this Prospectus for each Selling Stockholder and the
amount and percentage of the class to be owned by such Selling
Stockholder after completion of the offering. The Company does not
know when or if the Selling Stockholders will exercise their
options or dispose of the shares of Common Stock covered by this
Prospectus. The address of each of the Selling Stockholders is c/o
Maxicare Health Plans, Inc., 1149 South Broadway Street, Los
Angeles, California 90015. The position or other material
relationship which each of the Selling Stockholders has or has had
with the Company for at least the past three years is set forth
following his or her name.
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<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C>
TOTAL
TOTAL OPTIONS TO SHARES OF SHARES OF % OF
SHARES OF PURCHASE COMMON STOCK SHARES OF COMMON STOCK COMMON STOCK
NAME AND COMMON STOCK COMMON STOCK UNDER COMMON STOCK BENEFICIALLY BENEFICIALLY
RELATIONSHIP BENEFICIALLY UNDER OPTION STOCK GRANT INCLUDED IN OWNED AFTER OWNED AFTER
TO COMPANY OWNED(1) PLANS (2) AGREEMENTS PROSPECTUS OFFERING OFFERING(3)
Peter J. Ratican, 562,996(4) 70,000(5) 65,000 135,000 427,996 2.4%
Chairman of the Board,
Chief Executive
Officer and President
Eugene L. Froelich, 562,778(4) 70,000(5) 65,000 135,000 427,778 2.4%
Chief Financial
Officer, Executive Vice
President - Finance
and Administration
and Director
Alan D. Bloom, 362 5,000(6) 5,000 362 *
Senior Vice President,
Secretary and General
Counsel
Warren D. Foon, 31,694(7) 30,000(6) 30,000 31,694 *
Vice President and
General Manager,
Maxicare
Aivars L. Jerumanis, 31,001(8) 10,000(6) 10,000 31,001 *
Chief Information Officer
and Senior Vice President -
Management Information
Systems
Robert J. Landis, 30,001(9) 20,000(6) 20,000 30,001 *
Treasurer
Sanford N. Lewis, 1,706(10) 20,000(6) 20,000 1,706 *
Vice President -
Administrative Services
Richard A. Link, 55,022(11) 20,000(6) 20,000 55,022 *
Chief Accounting Officer
and Senior Vice
President - Accounting
Vicki F. Perry, 56,083(12) 20,000(6) 20,000 56,083 *
Vice President and
General Manager,
Maxicare Indiana, Inc.
Claude S. Brinegar, 14,000(13) 5,000(14) 5,000 14,000 *
Director (15)
Florence F. Courtright, 10,000(13) 5,000(14) 5,000 10,000 *
Director (15)
Thomas W. Field, Jr., 20,000(16) 5,000(14) 5,000 20,000 *
Director (15)
Charles E. Lewis, 16 5,000(14) 5,000 16 *
Director (15)
Alan S. Manne, 10,500(13) 5,000(14) 5,000 10,500 *
Director (15)
* Indicates less than one percent (1%).
7
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<PAGE>
(1) In setting forth "beneficial" ownership, the rules of the Securities and Exchange Commission require that
shares underlying currently exercisable options, including options which become exercisable within 60 days, held
by a described person be treated as "beneficially" owned and further require that every person who has or shares
the power to vote or to dispose of shares of stock be reported as a "beneficial" owner of all shares as to which
any such sole or shared power exists. As a consequence, shares which are not yet outstanding are, if obtainable
upon exercise of an option which is exercisable or will become exercisable within sixty (60) days, nevertheless
treated as "beneficially" owned by the designated person, and several persons may be deemed to be the
"beneficial" owners of the same securities if they share the power to vote or dispose of them.
(2) Options to Purchase Common Stock Under Option Plans include options granted under the Formula Plan,
Senior Executives Plan and the 1995 Plan. Options granted under the Formula Plan shall vest and become
exercisable six months after the date of grant. Options granted under the Senior Executives Plan shall vest and
become exercisable on the date of grant. Options granted under the 1995 Plan shall vest and become exercisable
on the following dates: (i) 1/3 of the option shares one year after the date of grant, (ii) 1/3 of the option
shares two years after the date of grant, and (iii) 1/3 of the option shares three years after the date of grant.
(3) Assumes 17,539,318 shares of Common Stock outstanding, and with respect to each listed beneficial owner,
(i) the exercise or conversion of any option or right held by each such owner exercisable or convertible within
60 days, and (ii) the exercise or conversion of any option or right held by each such owner included in this
prospectus.
(4) Includes 497,778 shares which are subject to options which are currently exercisable or will become
exercisable within sixty (60) days. Also includes 65,000 shares of restricted Common Stock which may be voted by
the beneficial owner but which are subject to forfeiture until February 27, 1998. Beneficial owner has sole
voting and dispositive power over all shares except the shares of restricted Common Stock. Beneficial owner has
sole voting power over the restricted Common Stock but will not have investment power over the restricted Common
Stock until the termination of the forfeiture period.
(5) Options granted under the Senior Executives Plan which are currently exercisable.
(6) Options granted under the 1995 Plan.
(7) Includes 31,667 shares subject to options granted under the Company's 1990 Stock Option Plan which are
currently exercisable.
(8) Includes 25,001 shares subject to options granted under the Company's 1990 Stock Option Plan which are
currently exercisable.
(9) Includes 30,001 shares subject to options granted under the Company's 1990 Stock Option Plan which are
currently exercisable.
(10) Includes 1,634 shares subject to options granted under the Company's 1990 Stock Option Plan which are
currently exercisable.
(11) Includes 55,001 shares subject to options granted under the Company's 1990 Stock Option Plan which are
currently exercisable.
(12) Includes 55,834 shares subject to options granted under the Company's 1990 Stock Option Plan which are
currently exercisable.
(13) Includes 10,000 shares subject to options granted under the Company's 1990 Stock Option Plan which are
currently exercisable.
(14) Options granted under the Formula Plan.
(15) Does not include 622,358 shares of Common Stock (the "Unallocated Shares") held by the Company as
disbursing agent for the benefit of creditors and holders of interests and equity claims under the Company's plan
of reorganization effective December 5, 1990 (the "Reorganization Plan"). The Company disclaims beneficial
ownership of these shares. Under certain circumstances, the independent directors of the Board (as such term is
defined by the Reorganization Plan) have rights to vote the Unallocated Shares. Currently, the independent
directors are Messrs. Brinegar, Field, Lewis and Manne and Ms. Courtright (the "Independent Directors"). The
Independent Directors disclaim beneficial ownership of these shares.
(16) Includes 20,000 shares subject to options granted under the Company's 1990 Stock Option Plan which are
currently exercisable.
</TABLE>
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<PAGE>
PLAN OF DISTRIBUTION
The Company does not know when or if the Selling Stockholders will
exercise their options or dispose of the shares of Common Stock
covered by this Prospectus.
LEGAL MATTERS
Legal matters in connection with the issuance of the securities
offered hereby have been passed upon for the Company by Jeffer,
Mangels, Butler & Marmaro LLP, Los Angeles, California.
9
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<PAGE>
Part II
-------
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The Registrant hereby incorporates by reference the
following documents: (i) the Registrant's Quarterly
Reports on Form 10-Q for the quarterly periods ended
March 31, 1996 and June 30, 1996; (ii) the Registrant's
Proxy Statement for Annual Meeting of Stockholders held
on July 26, 1996; (iii) the Registrant's Annual Report on
Form 10-K, as amended, for the year ended December 31,
1995; (iv) the Registrant's Proxy Statement for Annual
Meeting of Stockholders held on July 28, 1995; (v) the
Registrant's Annual Report on Form 10-K for the year
ended December 31, 1994; and (vi) the description of the
Registrant's Common Stock included in the Registrant's
Registration Statement on Form 10, (File No. 012024)
filed January 17, 1991. In addition, all documents
subsequently filed by the Registrant pursuant to sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to
the filing of a post-effective amendment to the
Registration Statement which indicates that all
securities offered hereby have been sold or which
deregisters all such securities then remaining unsold,
shall be deemed to be incorporated by reference herein
and to be a part hereof from the date of filing of such
documents except as to any portion of any future Annual
or Quarterly Report to Stockholders which is not deemed
to be filed under said provisions. Any statement made in
a document incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this
Registration Statement to the extent that such statement
is replaced or modified by a statement contained in a
subsequently dated document incorporated by reference or
contained in 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.
Under Article Eighth of the Registrant's Restated
Certificate of Incorporation, each person who is a
director or officer of the Registrant shall be
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<PAGE>
indemnified by the Registrant to the fullest extent permitted by
section 145 of the General Corporation Law of Delaware (the "GCL").
Section 145(a) of the General Corporation Law of Delaware
permits a corporation to indemnify any director, officer,
employee or agent of the corporation against expenses,
judgments, fines and amounts paid in settlement or
incurred by him or her in connection with any proceeding
arising out of his or her status as director, officer,
employee or agent if such person acted in good faith and
in a manner he or she reasonably believed to be in or not
opposed to the best interests of the corporation, and,
with respect to any criminal action, had no reasonable
cause to believe his or her conduct was unlawful. To the
extent that such a person has been successful in defense
of any such action or claim, section 145(c) provides that
he or she shall be indemnified against expenses incurred
by him or her in connection therewith.
Under section 145(e), a corporation also has the power to
purchase and maintain insurance on behalf of any
director, officer, employee or agent against any
liability arising out of his or her status as such,
whether or not the corporation would have the power to
indemnify him or her against such liability.
The Registrant maintains an Officers' and Directors'
Liability Policy insuring its officers and directors
against certain liabilities and expenses incurred by them
in their capacities as such, and insuring the Registrant
under certain circumstances to the extent that
indemnification payments are made by the Registrant to
such officers and directors.
The Registrant has entered into employment and
indemnification agreements (the "Indemnification
Agreements") with certain of its officers (individually,
an "Indemnitee"). The Indemnification Agreements
provide, among other things, for indemnification to the
fullest extent permitted by law against any and all
costs, claims, judgments, fines, settlements,
liabilities, and fees or expenses (including attorney's
fees) incurred in connection with any proceedings arising
out of the Indemnitee's actions or in actions in his
capacity as an officer of the Registrant. In the event
the Indemnitee is no longer employed by the Registrant at
the time his attendance is required at a proceeding
pursuant to which he is entitled to be indemnified, then
the Indemnitee shall be entitled to be paid a stipend in
the amount of $1,000 per day to reimburse the Indemnitee
for all reasonable travel, hotel and living expenses
incurred by him in connection with such attendance. The
Indemnification Agreements provide for the prompt
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<PAGE>
advancement of all expenses to the Indemnitee and for reimbursement
to Registrant if it is found that such Indemnitee is not entitled
to such indemnification under applicable law.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
The Exhibits to the Registration Statement are listed in
the Index to Exhibits elsewhere herein.
Item 9. Undertakings.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales
are being made of the securities registered hereby,
a post-effective amendment to this Registration
Statement:
(i) To include any prospectus required by section
10(a)(3) of the 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 this Registration
Statement;
(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 the undertakings set
forth in paragraphs (a)(1)(i) and (a)(1)(ii)
do not apply if 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 section 15(d) of the Exchange
Act that are incorporated by reference in
this Registration Statement.
(2) That, for the purpose of determining any liability
under the 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.
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<PAGE>
(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 further
undertakes that, for purposes of determining any
liability under the Act, each filing of the
Registrant's Annual Report pursuant to section
13(a) or 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
that time shall be deemed to be the initial bona
fide offering thereof.
(c) Insofar as indemnification for liabilities arising
under 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 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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<PAGE>
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 Los Angeles,
State of California, on the 26th day of September, 1996.
MAXICARE HEALTH PLANS, INC.
By: /s/ Peter J. Ratican
------------------------------------------
Peter J. Ratican
Chairman of the Board, Chief Executive
Officer (Principal Executive Officer)
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 appoints Peter J. Ratican
and Eugene L. Froelich, and each of them, with full power of
substitution and resubstitution, his true and lawful attorneys-in-
fact, for him in any and all capacities, to sign any amendments
(including post-effective amendments) to this Registration Statement
and to file the same, with exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission.
Signature Title Date
--------- ----- ----
/s/ Peter J. Ratican Principal Executive September 26, 1996
---------------------- Officer, Director ------------------
Peter J. Ratican Date
/s/ Eugene L. Froelich Principal Financial September 26, 1996
---------------------- Officer, Director ------------------
Eugene L. Froelich Date
/s/ Richard A. Link Principal Accounting September 26, 1996
---------------------- Officer ------------------
Richard A. Link Date
14
Page 18 of 24
<PAGE>
Signature Title Date
--------- ----- ----
/s/ Claude S. Brinegar Director September 21, 1996
-------------------------- ------------------
Claude S. Brinegar Date
/s/ Florence F. Courtright Director September 24, 1996
-------------------------- ------------------
Florence F. Courtright Date
/s/ Thomas W. Field, Jr. Director September 19, 1996
-------------------------- ------------------
Thomas W. Field, Jr. Date
/s/ Dr. Charles E. Lewis Director September 19, 1996
-------------------------- ------------------
Dr. Charles E. Lewis Date
/s/ Alan S. Manne Director September 19, 1996
-------------------------- ------------------
Alan S. Manne Date
15
Page 19 of 24
<PAGE>
INDEX TO EXHIBITS
Sequentially
Exhibit Numbered
Number Page Description
4.1 Form of Certificate of New Common Stock of
Maxicare Health Plans, Inc.*
5.1 21 of 24 Opinion of Jeffer, Mangels, Butler & Marmaro LLP
24.2 23 of 24 Consent of Ernst & Young LLP
24.3 24 of 24 Consent of Price Waterhouse LLP
25.1 18 of 24 Power of Attorney -- see Signature Page
* Incorporated by reference from the Company's Registration Statement
on Form 10, declared effective March 18, 1991, in which this exhibit
bore the same exhibit number.
16
Page 20 of 24
<PAGE>
Exhibit 5.1
September 25, 1996
Maxicare Health Plans, Inc.
1149 S. Broadway Street
Los Angeles, California 90015
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
At your request, we have examined the Registration Statement on Form
S-8 (the "Registration Statement") which Maxicare Health Plans, Inc.,
a Delaware corporation (the "Company"), proposes to file with the
Securities and Exchange Commission.
The Registration Statement covers 65,000 shares of Common Stock to
each of Messrs. Peter Ratican and Eugene Froelich pursuant to
Restricted Share Grants, 1,000,000 shares of such Common Stock
issuable under the Maxicare Health Plans, Inc. 1995 Stock Option Plan,
125,000 shares of such Common Stock issuable under the Outside
Directors 1996 Formula Stock Option Plan and 700,000 shares of such
Common Stock issuable under the Senior Executives 1996 Formula Stock
Option Plan. The Plans described are hereinafter referred to as the
"Plans" and the 1,955,000 shares of Common Stock as the "Shares".
In connection with rendering this opinion, we have examined originals,
or copies identified to our satisfaction as being true copies of
originals, of the proceedings of the Board of Directors and
Shareholders of the Company relating to the adoption of the Plans, the
grant of options under the Plans, and the issuance and sale of the
Shares, and such other corporate records of the Company and other
documents which we considered necessary for the purposes of this
opinion. We have obtained from public officials certificates as to
legal matters and from officers of the Company a representation letter
as to factual matters (the "Representation Letter").
In our review and examination of documents we have assumed (i) the
genuineness of all signatures; (ii) the authenticity of all documents
submitted to us as originals and the conformity to authentic original
documents of all documents submitted to us as certified, conformed or
photostatic copies thereof; (iii) all signatories have adequate power
and authority and have taken all necessary actions to execute and
deliver such documents and hold all necessary licenses and permits to
entitle them to enforce such agreements; and (iv) each person signing
a document is a competent adult person not operating under any legal
disability, duress or having been defrauded in the execution of
documents.
Page 21 of 24
<PAGE>
In rendering this opinion, we have also assumed that the Registration
Statement is true, accurate and complete in all material respects.
Based upon and subject to the foregoing, it is our opinion that the
Shares to be issued under the Plans have been duly authorized, and,
when so issued upon (i) payment therefor provided pursuant to the
respective Plans; (ii) the effectiveness of the Registration
Statement; and (iii) compliance with applicable blue sky laws, will
constitute legally issued, fully paid and nonassessable shares of the
Common Stock of the Company.
We express no opinion as to compliance with the securities or "blue
sky" laws of any state in which the Shares or any options granted
under the Plans are proposed to be offered and sold or as to the
effect, if any, which non-compliance with such laws might have on the
validity of issuance of the Shares.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement; to the filing of this opinion in connection
with such filings of applications by the Company as may be necessary
to register, qualify or establish eligibility for an exemption from
registration or qualification of the Shares under the blue sky laws of
any state or other jurisdiction; and to the reference, if any, to this
firm in the Prospectus under the heading "Legal Opinion". In giving
this consent, we do not admit that we are in the category of persons
whose consent is required under Section 7 of the Securities Act of
1933, as amended or the rules and regulations of the Commission
promulgated thereunder.
Nothing herein shall be deemed to relate to or constitute an opinion
concerning any matters not specifically set forth above.
The opinions set forth herein are based upon the federal laws of the
United States of America, the laws of the State of California and the
corporate laws of the State of Delaware, all as now in effect. We
express no opinion as to whether the laws of any particular
jurisdiction apply, and no opinion to the extent that the laws of any
jurisdiction other than those identified above are applicable to the
subject matter hereof.
The information set forth herein is as of the date of this letter. We
disclaim any undertaking to advise you of changes which may be brought
to our attention after the effective date of the Registration
Statement.
Very truly yours,
Jeffer, Mangels, Butler & Marmaro LLP
Page 22 of 24
Exhibit 24.2
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration
Statement (Form S-8 No. 33- ) pertaining to Maxicare Health
Plans, Inc. Outside Directors 1996 Formula Stock Option Plan, Maxicare
Health Plans, Inc. Senior Executives 1996 Stock Option Plan, Maxicare
Health Plans, Inc. 1995 Stock Option Plan, Restricted Stock Grant
Agreement By and Between Maxicare Health Plans, Inc. and Peter J.
Ratican, Dated as of February 27, 1995 and Restricted Stock Grant
Agreement by and Between Maxicare Health Plans, Inc. and Eugene L.
Froelich, Dated as of February 27, 1995, of our report dated February
6, 1996, with respect to the consolidated financial statements and
schedules of Maxicare Health Plans, Inc. included in its Annual Report
(Form 10-K) for the year ended December 31, 1995, filed with the
Securities and Exchange Commission.
Ernst & Young LLP
Los Angeles, California
September 24, 1996
Page 23 of 24
Exhibit 24.3
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the
Registration Statement on Form S-8 (No. ) of Maxicare Health
Plans, Inc. of our report dated March 4, 1994 which appears on page
130 of the Company's 1995 Form 10-K.
Price Waterhouse LLP
Los Angeles, California
September 25, 1996
Page 24 of 24
