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Registration No. 33 -
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
UCI MEDICAL AFFILIATES, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 59-2225346
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
6168 ST. ANDREWS ROAD
COLUMBIA, SOUTH CAROLINA 29212
(Address of principal executive offices) (Zip code)
UCI MEDICAL AFFILIATES, INC.
1994 INCENTIVE STOCK OPTION PLAN
(Full title of the plan)
JERRY F. WELLS, JR.
CHIEF FINANCIAL OFFICER
UCI MEDICAL AFFILIATES, INC.
6168 ST. ANDREWS ROAD
COLUMBIA, SOUTH CAROLINA 29212
(803) 772-8840
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
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====================================================================================================================================
TITLE OF EACH CLASS PROPOSED MAXIMUM PROPOSED MAXIMUM
OF SECURITIES TO AMOUNT TO BE OFFERING PRICE AGGREGATE OFFERING AMOUNT OF
BE REGISTERED REGISTERED(1) PER SHARE(2) PRICE(2) REGISTRATION FEE
<S> <C> <C> <C> <C>
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Common Stock, $0.05
par value per share....... 750,000 $ 3.38 $ 2,535,000 $ 875.00
====================================================================================================================================
</TABLE>
(1) PURSUANT TO RULE 416(A), THIS REGISTRATION STATEMENT ALSO REGISTERS
SUCH INDETERMINATE NUMBER OF ADDITIONAL SHARES AS MAY BECOME ISSUABLE
UNDER THE PLAN IN CONNECTION WITH SHARE SPLITS, SHARE DIVIDENDS, AND
SIMILAR TRANSACTIONS.
(2) ESTIMATED SOLELY FOR THE PURPOSE OF CALCULATING THE REGISTRATION FEE
PURSUANT TO RULE 457(C) AND (H) UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, BASED ON THE AVERAGE OF THE BID AND ASKED QUOTATIONS FOR THE
REGISTRANT'S COMMON STOCK ON THE NASDAQ SMALLCAP MARKET ON APRIL 23,
1996.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
ITEM 1. PLAN INFORMATION. (*)
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION. (*)
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(*) Information required by Part I to be contained in Section 10(a)
prospectus is omitted from the Registration Statement in accordance
with Rule 428 under the Securities Act of 1933 and the Note to Part I
of Form S-8.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents, filed by the Registrant with the Securities
and Exchange Commission (the "Commission") pursuant to the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), are incorporated herein by
reference:
(a) The Registrant's Annual Report on Form 10-KSB for the fiscal
year ended September 30, 1995;
(b) All other reports filed by the Registrant with the Commission
pursuant to Section 13(a) or 15(d) of the Exchange Act since
the end of the Registrant's fiscal year ended September 30,
1995, including the Company's Quarterly Report on Form 10- QSB
for the quarter ended December 31, 1995; and
(c) The description of the common stock of the Registrant
contained in the Registrant's Registration Statement on Form
8-A (File no. 0-13265) filed with the Commission on March 6,
1985, including any amendment or report filed for the purpose
of updating such description.
In addition, all documents filed by the Registrant 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 to
this Registration Statement which indicates that all securities offered have
been sold or which deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference into this Registration Statement and to
be a part hereof from the date of filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTEREST OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF OFFICERS AND DIRECTORS.
The Registrant's Amended and Restated Certificate of
Incorporation provides that no director of the Registrant will be personally
liable to the Registrant or its shareholders for monetary damages for any breach
of fiduciary duty by such director as a director, except for such liability as
is expressly not subject to limitation under the Delaware General Corporation
Law ("DGCL"). Currently, liability not subject to limitation under the DGCL
includes liability (i) for any breach of the director's duty of loyalty to the
Registrant or its shareholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (iii) for
unlawful payments of dividends or unlawful stock repurchases or redemption as
provided in Section 174 of the DGCL, or (iv) for any transaction from which the
director derived an improper personal benefit.
Page II - 1
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The above provision is intended to afford directors additional
protection and limit their potential liability from suits alleging a breach of
the duty of care by a director. As a result of the inclusion of such a
provision, shareholders may be unable to recover monetary damages against
directors for actions taken by them that constitute negligence or gross
negligence or that are otherwise in violation of their fiduciary duty of care,
although it may be possible to obtain injunctive or other equitable relief with
respect to such actions. If equitable remedies are found not to be available to
shareholders in any particular situation, shareholders may not have an effective
remedy against a director in connection with such conduct.
The Registrant's Bylaws direct the Registrant to 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 proceedings, whether civil, criminal,
administrative or investigative (including any action or suit by or in the right
of the Registrant) by reason of the fact that he is or was a director or officer
of the Registrant or is or was serving at the request of the Registrant a
director, officer or trustee of another corporation or enterprise, against
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by him in connection with such
action, suit or proceeding if he acted in good faith and in a manner he
reasonably believed to be in, or not opposed to, the best interests of the
Registrant, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful.
In the case of an action or suit by or in the right of Registrant such
person shall be indemnified only to the extent of his expenses (including
attorneys' fees) actually and reasonably incurred in connection with the defense
or settlement of such action or suit and no such indemnification may be made in
respect of any claim, issue or matter as to which such person shall have been
adjudged to be liable to the Registrant unless, and only to the extent that, the
Court of Chancery or the court in which such action was brought shall determine
that despite the adjudication of liability such person is fairly and reasonably
entitled to indemnity for such expenses which the court shall deem proper.
The Registrant Bylaws further provide that to the extent that a
director or officer of the Registrant has been successful in the defense of any
action, suit or proceeding referred to above or in the defense of any claim,
issue or matter therein, he shall be indemnified against expenses (including
attorneys' fees) actually and reasonably incurred by him in connection
therewith. The Bylaws provide that indemnification provided for therein shall
not be deemed exclusive of any other rights to which the indemnified party may
be entitled and that the Registrant is empowered to purchase and maintain
insurance on behalf of a director or officer of the Registrant against any
liability asserted against him and incurred by him in any such capacity, or
arising out of his status as such, whether or not the Registrant would have the
power to indemnify him against such liabilities under the provisions of the
DGCL.
The Registrant's Bylaws provide that any indemnification provided for
therein (unless required by law or ordered by a court) shall be made by the
Registrant only as authorized in the specific case upon a determination that
indemnification of the director or officer is proper in the circumstances
because he has met the applicable standard of conduct set forth in this
provision. Such determination shall be made by (a) the Board of Directors, by a
majority vote of a quorum consisting of directors who were not parties to such
action, suit or proceeding, or (b) if such a quorum is not obtainable, or, even
if obtainable, if a quorum of disinterested directors so directs, by independent
legal counsel in a written opinion, or (c) by the shareholders of the
Registrant.
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Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers or persons controlling the
Registrant pursuant to the arrangements described above, the Registrant 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.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
The exhibits listed on the Exhibit Index to this Registration Statement
are incorporated herein by reference.
ITEM 9. UNDERTAKINGS.
(a) RULE 415 OFFERINGS. The undersigned Registrant 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
this 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;
(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 subparagraphs (i) and (ii) do not
apply if the information required to be included in a
post-effective amendment by those subparagraphs 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.
(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.
(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.
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(b) INCORPORATION OF SUBSEQUENT EXCHANGE ACT DOCUMENTS. 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 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) INDEMNIFICATION OF MANAGEMENT AND CONTROL PERSONS. 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 provisions described
in Item 6, or otherwise, the Registrant has been advised that
in the opinion of the Commission such indemnification is
against public policy as expressed in such 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, as amended, 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 Columbia, State of South Carolina, on April 8, 1996.
UCI MEDICAL AFFILIATES, INC.
By: /s/ M.F. MCFARLAND, III, M.D.
M.F. McFarland, III, M.D., Chairman of the
Board and Chief Executive Officer
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.
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<CAPTION>
SIGNATURE TITLE DATE
<S> <C> <C>
/s/ M.F. MCFARLAND, III, M.D. Chairman of the Board and April 8, 1996
M.F. McFarland, III, M.D. Chief Executive Officer
/s/ JERRY F. WELLS, JR. Chief Financial Officer April 8, 1996
Jerry F. Wells, Jr. (principal financial and
accounting officer)
/s/ HAROLD H. ADAMS Director April 8, 1996
Harold H. Adams, Jr.
/s/ CHARLES P. CANNON Director April 8, 1996
Charles P. Cannon
/s/ RUSSELL J. FRONEBERGER Director April 8, 1996
Russell J. Froneberger
/s/ CHARLES M. POTOK Director April 8, 1996
Charles M. Potok
</TABLE>
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EXHIBIT INDEX
Exhibit
Number Description
5.1 Opinion of Nexsen Pruet Jacobs & Pollard, LLP.
23.1 Consent of Price Waterhouse LLP.
23.2 Consent of Nexsen Pruet Jacobs & Pollard, LLP (included in
their opinion filed as Exhibit 5.1).
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Exhibit 5.1
April 8, 1996
Reply to Columbia
UCI Medical Affiliates, Inc.
6168 St. Andrews Road
Columbia, South Carolina 29612
RE: Registration Statement on Form S-8
Gentlemen:
This opinion is being furnished to you in connection with your filing with the
Securities and Exchange Commission of a Registration Statement on Form S-8 (the
"Registration Statement") relating to the UCI Medical Affiliates, Inc. 1994
Incentive Stock Option Plan (the "Plan") and the sale of common stock, $0.05 par
value per share (the "Common Stock"), of UCI Medical Affiliates, Inc. (the
"Company") pursuant to the exercise of options granted under the Plan and
exercised in accordance with the provisions of the Plan. In this connection, we
have familiarized ourselves with the Amended and Restated Certificate of
Incorporation and the Amended and Restated Bylaws of the Company, and have
examined the originals, or copies certified or otherwise identified to our
satisfaction, of corporate records, including minute books, of the Company. We
have also examined the Registration Statement, together with the exhibits
thereto, and such other certificates of officers, documents, and records as we
have deemed necessary for the purpose of expressing the opinion contained
herein.
<PAGE>
UCI Medical Affiliates, Inc.
April 8, 1996
Page 2
On the basis of, and in reliance upon, the foregoing, and
subject to the assumptions and qualifications set forth herein, we are of the
opinion that the shares of Common Stock to be issued pursuant to the provisions
of the Plan have been duly authorized, and when (a) the Registration Statement
has become effective under the Securities Act of 1933, as amended, and the
pertinent provisions of any state securities laws, as may be applicable, have
been complied with and (b) the shares of Common Stock are issued in accordance
with the terms of the Plan as set forth in the Registration Statement, the
shares of Common Stock so issued will be validly issued, fully paid, and
nonassessable.
The opinion expressed herein is based upon applicable laws,
statutes, ordinances, rules and regulations as existed on this date and we
express no opinion as to the effect which any future amendments, changes,
additions or modifications thereof may have on the opinion expressed herein. We
assume no obligation to update or supplement our opinion to reflect any facts or
circumstances which may hereafter come to our attention, or changes in law which
may hereafter occur. This opinion is provided to you as a legal opinion only,
and not as a guaranty or warranty of the matters discussed herein or of any
transaction or obligation. We are furnishing this opinion for the sole and
exclusive benefit of the addressee.
We hereby consent to the filing of this opinion as an exhibit
to the Registration Statement with respect to the Plan. By giving such consent,
we do not admit that we are within 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 Securities and Exchange Commission issued thereunder.
Very truly yours,
NEXSEN PRUET JACOBS & POLLARD, LLP
By: /s/ WILLIAM S. MCMASTER
William S. McMaster
Partner
<PAGE>
Exhibit 23.1
Consent of Independent Accountants
We hereby consent to the incorporation by reference in this
Registration Statement on Form S-8 of our report dated November 21, 1995
appearing on page 22 of UCI Medical Affiliates, Inc's Annual Report on Form
10-KSB for the year ended September 30, 1995. We also consent to the references
to us under the heading "Experts" in such Registration Statement
PRICE WATERHOUSE LLP
Columbia, SC
April 8, 1996
