<PAGE>
As filed with the Securities and Exchange Commission on January 22, 1999
Registration No. 333-_____
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
MEDICAL RESOURCES, INC.
(Exact name of issuer as specified in its charter)
Delaware 13-3584552
- --------------------------------- ----------------------
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
155 State Street
Hackensack, New Jersey 07601
----------------------------
(Address of principal executive offices)
Medical Resources, Inc. 1998 Stock Option Plan
Medical Resources, Inc. 1998 Non-Employee Director Stock Option Plan
Medical Resources, Inc. 1998 Employment Incentive Option Plan
Medical Resources, Inc. 1996 Stock Option Plan B
--------------------------------------------------------------------
(Full title of the plans)
Duane C. Montopoli
Chief Executive Officer
Medical Resources, Inc.
155 State Street
Hackensack, New Jersey 07601
(201) 488-6230
------------------------------------------
(Name, address and telephone number,
including area code, of agent for service)
COPY TO:
Steven J. Gartner, Esq.
Willkie Farr & Gallagher
787 Seventh Avenue
New York, New York 10019-4699
(212) 728-8000
CALCULATION OF REGISTRATION FEE
<TABLE>
- --------------------- ------------- ----------------- ----------------- -------------
Amount to be Proposed maximum Proposed maximum Amount of
Title of securities registered offering price aggregate registration
to be registered (1) per share offering price fee
- --------------------- ------------- ----------------- ----------------- -------------
<S> <C> <C> <C> <C>
Common Stock, par
value $0.01 per share 753,441 $2.375(2) $1,789,422.38(2) $497.46
</TABLE>
(1) This Registration Statement covers 753,441 shares issuable under the
Medical Resources, Inc. 1998 Stock Option Plan, the Medical Resources, Inc.
1998 Non-Employee Director Stock Option Plan, the Medical Resources, Inc.
1998 Employment Incentive Option Plan, and the Medical Resources, Inc. 1996
Stock Option Plan B. In addition, this Registration Statement covers an
indeterminable number of additional shares as may hereinafter be offered or
issued to prevent dilution resulting from stock splits, stock dividends or
similar transactions effected without the receipt of consideration.
(2) Estimated solely for calculating the amount of the registration fee,
pursuant to paragraphs (c) and (h) of Rule 457 under the Securities Act of
1933, as amended (the "Securities Act"), based upon the average of the high
and low prices of the Common Stock as reported on NASDAQ on January 20,
1999.
<PAGE>
PART II
INFORMATION REQUIRED IN THE
REGISTRATION STATEMENT
Item 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.
The following documents, filed with the Securities and Exchange
Commission (the "Commission") by Medical Resources, Inc. (the "Company"), are
incorporated herein by reference:
(a) The Company's annual report filed on Form 10-K (File No.
1-12461) on June 1, 1998, and Form 10-K/A on September 29, 1998, for
the fiscal year ended December 31, 1997, pursuant to the Securities
Exchange Act of 1934, as amended (the "Exchange Act").
(b) The Company's quarterly reports on Form 10-Q and Form 10-Q/A
for the fiscal quarters ended March 31, 1998, June 30, 1998 and
September 30, 1998 filed with the Commission pursuant to the Exchange
Act.
(c) The Company's current reports on Form 8-K and Form 8-K/A,
filed with the Commission pursuant to the Exchange Act on January 12,
1998, January 16, 1998, April 8, 1998, April 16, 1998, May 20, 1998,
July 10, 1998 and January 22, 1999.
(d) The description of the Company's common stock, par value
$0.01 per share (the "Stock") contained in the Company's Registration
Statement on Form 8-A (File No. 0-20440) filed pursuant to the
Exchange Act on September 12, 1996.
In addition, all documents filed by the Company with the Commission
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent
to the date of this Registration Statement, and prior to the filing of a
post-effective amendment which indicates that all the 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 the filing of such documents with the
Commission. Any statement contained in a document incorporated by reference
herein shall be deemed to be modified or superseded for purposes hereof to the
extent that a statement contained herein (or in any other subsequently filed
document which also is incorporated by reference herein) modifies or supersedes
such statement. Any statement so modified or superseded shall not be deemed to
constitute a part hereof except as so modified or superseded.
Item 4. DESCRIPTION OF SECURITIES.
Not applicable.
1
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Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the Delaware General Corporation Law (the "DGCL")
empowers the Company to, and the Certificate of Incorporation of the Company
provides that it shall, indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding by reason of the fact that such person is or was a director,
officer, employee or agent of the Company, or is or was serving at the request
of the Company as a director, officer, employee or agent of another corporation
or enterprise against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by such person in
connection with such action, suit or proceeding if he acted in good faith and in
a manner reasonably believed to be in, or not opposed to, the best interests of
the Company, and, with respect to any criminal action or proceeding, has no
reasonable cause to believe his conduct was unlawful; except that, in the case
of an action or suit by or in the right of the Company, no indemnification may
be made in respect of any claim, issue or matter as to which such person shall
have been adjudged to be liable for negligence or misconduct in the performance
of his duty to the Company unless and only to the extent that the Court of
Chancery or the court in which such action or suit was brought shall determine
that such person is fairly and reasonably entitled to indemnity for such
expenses which the Court of Chancery or such other court shall deem proper.
The Company's Certificate of Incorporation provides, pursuant to
Section 145 of the DGCL, for indemnification of officers, directors, employees
and agents of the Company and persons serving at the request of the Company in
such capacities within other business organizations against certain losses,
costs, liabilities and expenses incurred by reason of their position with the
Company or such other business organizations.
Article Ninth of the Company's Certificate of Incorporation limits a
director's liability in accordance with Section 102(b) of the DGCL.
Specifically, Article Ninth provides that no director of the Company shall be
liable to the Corporation or its stockholders for monetary damages for breach of
fiduciary duty as a director, except for liability (i) for breach of the
director's duty of loyalty to the Company 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.
Article Ninth also provides that if the DGCL is further amended to authorize
corporate action further eliminating or limiting the personal liability of
directors, the liability of a director of the Company shall be eliminated or
limited to the fullest extent permitted by the DGCL.
2
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In May 1997, the Company entered into an indemnification agreement (the
"Agreement" and collectively, the "Agreements") with each member of the
Company's Board of Directors (each, a "Member"). The Agreements provide that
each Member is indemnified to the fullest extent permitted by Delaware law. In
connection with any litigation for which a Member is entitled to
indemnification, the Agreement provides that the Member may request that the
Company make advances of fees and expenses prior to the final disposition of
such action as long as the Member signs an undertaking to repay such amounts if
it is ultimately determined that the Member is not entitled to indemnification.
If the Company does not pay in full a claim for indemnification made by a
Member, the member may recover all expenses (including attorney's fees and
expenses) of bringing such action, as well as the amount of such claim. In any
event, the Company is still required to make advance interim payments to the
Member prior to the final disposition of any such controversy. Pursuant to the
Agreements, each Member shall have the right to reasonably approve the legal
counsel selected by the Company to defend any action to which the member is
involved and, in certain cases, to have separate counsel represent the Member at
the Company's expense. In addition, the Registrant has entered into separate
employment agreements with Duane C. Montopoli, Geoffrey A. Whynot and
Christopher J. Joyce that provide for indemnification on the same terms and
conditions as those set forth in the Agreements described above.
The Registrant has purchased insurance on behalf of its officers and
directors for liabilities arising out their capacities as such.
Item 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
Item 8. EXHIBITS.
Exhibit No. Description
- ----------- -----------
4.1 Common Stock Specimen Certificate (incorporated herein by
reference to the Company's Registration Statement on Form S-1
(File No. 33-48848)).
4.2 Shareholder Rights Plan of the Company, dated September 15, 1996
(incorporated herein by reference to the Company's Current Report
on Form 8-K dated September 13, 1996).
3
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5 Opinion of Christopher J. Joyce, Esq., counsel to the Company,
as to the legality of the shares being offered.
23.1 Consent of Ernst & Young LLP.
23.2 Consent of PricewaterhouseCoopers LLP.
23.3 Consent of Christopher J. Joyce, Esq. (contained in Exhibit 5).
24 Power of Attorney (reference is made to the signature page).
Item 9. UNDERTAKINGS.
(a) The Company 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 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 thereto) 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) under 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 Fee" table in the effective
Registration Statement; and (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 clauses
(a)(1)(i) and (a)(1)(ii) do 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 Company pursuant to Section 13 or
Section 15(d) of the Exchange Act that are incorporated by reference in
the Registration Statement.
(2) 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.
4
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(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 Company hereby undertakes that, for purposes of determining
any liability under the Securities Act, each filing of the Company'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 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 may be permitted to directors, officers and controlling persons
of the Company pursuant to the foregoing provisions, or otherwise, the
Company has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Company of expenses
incurred or paid by a director, officer or controlling person of the Company
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 Company 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 Securities Act and will be governed by
the final adjudication of such issue.
5
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SIGNATURES
Pursuant to the requirements of the Securities Act, the Company
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 Hackensack, State of New Jersey, on this 22nd day of
January 1999.
MEDICAL RESOURCES, INC.
By: /s/ Christopher J. Joyce
---------------------------
Christopher J. Joyce, Esq.
Senior Vice President -
Legal Affairs and
Administration and
Secretary
6
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POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Christopher J. Joyce, Esq. his true and
lawful attorney-in-fact, with full power of substitution, for him and in his
name, place and stead, in any and all capacities, to sign any 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,
hereby ratifying and confirming all that each said attorney-in-fact, or his
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated:
Signature Capacity Date
- --------- -------- ----
/s/ Duane C. Montopoli Chief Executive Officer January 22, 1999
- ------------------------ and Director (Principal
Duane C. Montopoli Executive Officer)
/s/ Geoffrey A. Whynot Chief Financial Officer January 22, 1999
- ------------------------ and Senior Vice President -
Geoffrey A. Whynot Finance
(Principal Financial Officer/
Principal Accounting
Officer)
/s/ Sally W. Crawford Director January 21, 1999
- ------------------------
Sally W. Crawford
/s/ Peter B. Davis Director January 21, 1999
- ------------------------
Peter B. Davis
/s/ Gary L. Fuhrman Director January 21, 1999
- ------------------------
Gary L. Fuhrman
/s/ John H. Josephson Director January 21, 1999
- ------------------------
John H. Josephson
/s/ Gary N. Siegler Director January 22, 1999
- ------------------------
Gary N. Siegler
Chairman of the Board January __, 1999
- ------------------------ and Director
D. Gordon Strickland
7
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INDEX TO EXHIBITS
Exhibit No. Description
- ----------- -----------
5 Opinion of Christopher J. Joyce, Esq., counsel to the
Company, as to the legality of the shares being offered.
23.1 Consent of Ernst & Young LLP.
23.2 Consent of PricewaterhouseCoopers LLP.
23.3 Consent of Christopher J. Joyce, Esq. (contained in Exhibit 5).
24 Power of Attorney (reference is made to the signature page).
8
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[LETTERHEAD OF CHRISTOPHER J. JOYCE, ESQ.]
January 22, 1999
Medical Resources, Inc.
155 State Street
Hackensack, New Jersey 07601
Ladies and Gentlemen:
I have acted as counsel to Medical Resources, Inc., a Delaware
corporation (the "Registrant"), with respect to the Registrant's Registration
Statement on Form S-8 (the "Registration Statement") to be filed by the
Registrant with the Securities and Exchange Commission on or about the date
hereof. The Registration Statement relates to the registration under the
Securities Act of 1933, as amended, by the Registrant of an aggregate of 753,441
shares (the "Shares") of Voting Common Stock, par value $0.01 per share,
issuable upon exercise of options granted or to be granted under the Medical
Resources, Inc. 1998 Stock Option Plan, the Medical Resources, Inc. 1998
Non-Employee Director Stock Option Plan, the Medical Resources, Inc. 1998
Employment Incentive Option Plan, and the Medical Resources, Inc. 1996 Stock
Option Plan B (the "Plans").
As counsel for the Registrant, I have examined, among other things,
such federal and state laws and originals and copies (certified or otherwise
identified to my satisfaction) of the Plans and such other documents,
certificates and records as I deemed necessary and appropriate for the purpose
of preparing this opinion.
Based on the foregoing, I hereby inform you that in my opinion the
Shares have been duly and validly authorized for issuance and, when issued in
accordance with the terms of the Plans, will be validly issued, fully paid and
nonassessable.
I hereby consent to the inclusion of this opinion as part of the
Registration Statement.
I am a member of the Bar of the State of New York and do not purport to
be an expert in the laws of jurisdictions other than the State of New York, the
General Corporation Law of the State of Delaware and the federal laws of the
United States of America.
Very truly yours,
/s/ Christopher J. Joyce
Christopher J. Joyce
<PAGE>
Consent of Independent Auditors
We consent to the incorporation by reference in the Registration Statement (Form
S-8) pertaining to the 1998 Stock Option Plan, the 1998 Non-Employee Director
Stock Option Plan, the 1998 Employment Incentive Option Plan and the 1996 Stock
Option Plan B of Medical Resources, Inc. of our report dated May 26, 1998
(except Note 16 as to which the date is August 18, 1998), with respect to the
consolidated financial statements and schedule for the years ended December 31,
1997 and 1995, included in the Annual Report (Form 10-K/A) for the year ended
December 31, 1997.
/s/ Ernst & Young LLP
Hackensack, New Jersey
January 15, 1999
<PAGE>
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the registration
statement of Medical Resources, Inc. and Subsidiaries on Form S-8 of our report
dated March 28, 1997, on our audit of the consolidated financial statements and
financial statement schedule of Medical Resources, Inc. and Subsidiaries as of
December 31, 1996, and for the year then ended, which report is included in
Medical Resources, Inc. and Subsidiaries' Annual Report on Form 10-K for the
year ended December 31, 1997.
/s/ PricewaterhouseCoopers LLP
Florham Park, New Jersey
January 22, 1999
