<PAGE>
As filed with the Securities and Exchange Commission on June 13, 1997
Registration No. 33-2226
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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SAFEGUARD HEALTH ENTERPRISES, INC.
(Exact name of Registrant as specified in its charter)
Delaware 95-3800129
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
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505 North Euclid Street, P.O. Box 3210
Anaheim, California 92803-3210
(714) 778-1005
(Address including zip code, and telephone number,
including area code, of Registrant's Principal Executive Offices)
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SAFEGUARD HEALTH ENTERPRISES, INC.
STOCK OPTION PLAN
(Full Title of Plan)
---------------------
Ronald I. Brendzel, J.D.
Senior Vice President and Secretary
SAFEGUARD HEALTH ENTERPRISES, INC.
505 North Euclid Street, P.O. Box 3210
Anaheim, California 92803-3210
(714) 778-1005
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
===================================================================================================
Proposed Proposed
---------------------------------------------
Maximum Maximum
---------------------------------------------
Amount Offering Aggregate Amount of
---------------------------------------------
Title of Securities to be Price Per Offering Registration
---------------------------------------------
to be Registered Registered Share(1) Price(1) Fee
- ---------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $.01 par value 500,000 shares $11.63 $5,815,000 $1,762.12
===================================================================================================
</TABLE>
(1) Estimated solely for purposes of determining the registration fee pursuant
to Rules 457(c) and 457(h) and based on the high and low prices of the
Common Stock of SafeGuard Health Enterprises, Inc. as reported on June 11,
1997 on the Nasdaq National Market.
================================================================================
This Form S-8 contains six sequentially numbered pages. The Exhibit Index
appears at sequentially numbered page 2.
1
<PAGE>
INTRODUCTION
This Registration Statement on Form S-8 is filed by SafeGuard Health
Enterprises, Inc. ("Company") relating to an additional 500,000 shares of the
Company's Common Stock, $.01 par value, issuable upon exercise of stock options
granted to optionees pursuant to the Stock Option Plans of SafeGuard Health
Enterprises, Inc. ("Plan") and consists of only those items required by General
Instruction E to Form S-8.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Pursuant to General Instruction E to Form S-8, Part I is not filed as
part of this Registration Statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Pursuant to General Instruction E to Form S-8, the contents of the
Company's Registration Statement on Form S-8 (Registration No. 33-2226), filed
with the Securities and Exchange Commission, are incorporated by reference into
this Registration Statement.
For the purposes of this Registration Statement, any statement
contained in a document incorporated or deemed to be incorporated herein by
reference, shall be deemed to be modified or superseded to the extent that a
statement contained herein or in any other subsequently filed document which
also is or is deemed to be incorporated herein by reference modifies or
supersedes such statement in such document. 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 8. Exhibits.
Pursuant to General Instruction E to Form S-8, only the following
exhibits are required.
Exhibit
Number Description
- ------- -----------
5.1 Opinion of Counsel
23.1 Consent of Deloitte & Touche LLP
23.2 Consent of Ronald I. Brendzel, J.D.
(included in Exhibit 5.1 hereto)
24.1 Power of Attorney (contained on signature page hereto)
2
<PAGE>
SIGNATURES
The Registrant. 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 Anaheim, State of California, on June 12, 1997.
SAFEGUARD HEALTH ENTERPRISES, INC.
By: Steven J. Baileys, D.D.S.
------------------------------------
STEVEN J. BAILEYS, D.D.S.
Chairman and Chief Executive Officer
By: Ronald I. Brendzel, J.D.
------------------------------------
RONALD I. BRENDZEL, J.D.
Senior Vice President and Secretary
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints
Steven J. Baileys, D.D.S. and/or Ronald I. Brendzel, J.D., his true and lawful
attorneys-in-fact and agents, each acting alone, with full powers of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any and all amendments (including post-effective
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, granting unto said attorneys-in-fact and
agents, each acting alone, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, each acting alone, 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, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
Steven J. Baileys, D.D.S.
- ----------------------------- Chairman and Chief Executive Officer
STEVEN J. BAILEYS, D.D.S. (Principal Executive Officer) June 12, 1997
John E. Cox
- ----------------------------- President, Chief Operating Officer June 12, 1997
JOHN E. COX and Director
Ronald I. Brendzel, J.D.
- ----------------------------- Senior Vice President, Secretary and June 12, 1997
RONALD I. BRENDZEL, J.D. Director
Thomas C. Tekulve, C.P.A.
- ----------------------------- Vice President and Chief Financial June 12, 1997
THOMAS C. TEKULVE, C.P.A. Officer (Principal Financial and
Accounting Officer)
Michael M. Mann, Ph.D.
- ----------------------------- Director June 12, 1997
MICHAEL M. MANN, Ph.D.
William E. McKenna
- ----------------------------- Director June 12, 1997
WILLIAM E. MCKENNA
George H. Stevens
- ----------------------------- Director June 12, 1997
GEORGE H. STEVENS
Bradford M. Boyd, D.D.S.
- ----------------------------- Director June 12, 1997
BRADFORD M. BOYD, D.D.S.
</TABLE>
3
<PAGE>
[LETTERHEAD OF SAFEGUARD HEALTH ENTERPRISES(R), INC.]
June 12, 1997
Securities and Exchange Commission
450 Fifth Street
Washington, D.C. 20549
Re: S-8 Registration Statement
SafeGuard Health Enterprises, Inc.
Ladies and Gentlemen:
As an officer, director, and legal counsel for SafeGuard Health Enterprises,
Inc., a Delaware corporation (the "Company" or "SFGD"), I am rendering this
opinion in connection with the preparation of a Registration Statement on Form
S-8 (the "Registration Statement") to be filed with the Securities and Exchange
Commission to register an aggregate of 500,000 shares of common stock, $.01 par
value (the "Common Stock") of the Company to be issued pursuant to the
Company's Stock Option Plan (the "Stock Option Plan"). I am an attorney licensed
to practice law in all courts in the State of California. I am fully familiar
with the facts and circumstances regarding the enclosed Registration Statement.
In regarding this opinion, I have made such inquiries and examined, among other
things, originals or copies, certified or otherwise identified to my
satisfaction, of such records, agreements, certificates, instruments and other
documents as I have considered necessary or appropriate for purposes of this
opinion. For the purposes of my examination, I have assumed the genuineness of
all signatures on original documents and the conformity to original documents
of all copies submitted to me. I have examined the proceedings heretofore taken
and am familiar with the procedures proposed to be taken by the Company in
connection with the authorization, issuance and sale of the Common Stock.
4
EXHIBIT 5.1
<PAGE>
Securities and Exchange Commission
Re: S-8 Registration Statement of SafeGuard Health Enterprises, Inc.
June 12, 1997
On the basis of and relying upon the foregoing examination and assumptions, I am
of the opinion that the shares of Common Stock issuable pursuant to the Stock
Option Plan, when issued and paid for in accordance with the Registration
Statement and the Stock Option Plan, will be validly issued, fully paid and
nonassessable.
This opinion is limited to the present law of the State of Delaware, to the
present federal laws of the United States and to the present judicial
interpretations thereof and to the facts as they presently exist. No opinion is
expressed by me as to the effect of the laws of any other jurisdiction or as to
matters of conflict or choice of law. I undertake no obligation to advise you
as a result of developments occurring after the date hereof or as a result of
facts or circumstances brought to my attention after the date hereof.
I hereby consent to the filing of this opinion as an exhibit to the Registration
Statement.
Yours truly,
/s/ RONALD I. BRENDZEL, J.D.
- ----------------------------
RONALD I. BRENDZEL, J.D.
Senior Vice President and Secretary
RIB:tme
5
EXHIBIT 5.1
<PAGE>
INDEPENDENT AUDITOR'S CONSENT
We consent to the incorporation by reference in Registration Statement No.
33-2226 of SafeGuard Health Enterprises, Inc. on Form S-8 of our report dated
March 28, 1997, appearing in this Annual Report on Form 10-K of SafeGuard Health
Enterprises, Inc. for the year ended December 31, 1996.
/s/ Deloitte & Touche, L.L.P.
Costa Mesa, California
March 28, 1997
6
EXHIBIT 23.1
