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 No.)
1901 Main Street, Suite 1200
Columbia, South Carolina 29201
(Address of principal executive offices) (Zip code)
UCI Medical Affiliates, Inc. Stock Option Plan for Harold H. Adams, Jr.
UCI Medical Affiliates, Inc. Stock Option Plan for Russell J. Froneberger
(Full title of the plans)
JERRY F. WELLS
Chief Financial Officer
1901 Main Street, Suite 1200
Columbia, South Carolina 29201
(803) 252-3661
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
====================================================================================================================================
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>
Common Stock, $0.05 par value (3) 5,000 $ 3.50 $ 17,500 $ 6.04
- ------------------------------------------------------------------------------------------------------------------------------------
Common Stock, $0.05 par value (4) 5,000 $ 3.50 $ 17,500 $ 6.04
- ------------------------------------------------------------------------------------------------------------------------------------
TOTAL -- -- $35,000 $12.08
====================================================================================================================================
</TABLE>
(1) Pursuant to Rule 416(a) under the Securities Act of 1933, as amended,
this registration statement also registers such indeterminate number of
additional shares as may become issuable under the plans 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(h)(1) under the Securities Act of 1933, as
amended, based on the exercise prices of outstanding options.
(3) Shares issuable under the UCI Medical Affiliates, Inc. Stock Option
Plan for Harold H. Adams, Jr.
(4) Shares issuable under the UCI Medical Affiliates, Inc. Stock Option
Plan for Russell J. Froneberger.
<PAGE>
This Registration Statement on Form S-8 relates to the shares of common stock,
$0.05 par value per share, of UCI Medical Affiliates, Inc. (the "Company")
issuable pursuant to the terms of the following employee benefit plans:
5,000 shares - UCI Medical Affiliates, Inc. Stock Option
Plan for Harold H. Adams, Jr., representing the UCI
Medical Affiliates, Inc. Stock Option Agreement dated
March 20, 1996 by and between the Company and Harold
H. Adams, Jr.
5,000 shares - UCI Medical Affiliates, Inc. Stock Option
Plan for Russell J. Froneberger, representing the UCI
Medical Affiliates, Inc. Stock Option Agreement dated
March 20, 1996 and between the Company and Russell J.
Froneberger.
<PAGE>
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, 1996;
(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,
1996; and
(c) The description of the common stock, $0.05 par value, of the
Registrant contained in the Registrant's Registration
Statement on Form 8-A (File no. 0-13265), 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
Page II - 1
<PAGE>
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.
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.
Page II - 2
<PAGE>
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.
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
Page II - 3
<PAGE>
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.
(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.
Page II - 4
<PAGE>
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 December 31,
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.
<TABLE>
<CAPTION>
Signature Title Date
<S> <C> <C>
/s/ M.F. MCFARLAND, III, M.D. Chairman of the Board and December 31, 1996
- -----------------------------
M.F. McFarland, III, M.D. Chief Executive Officer
/s/ JERRY F. WELLS, JR. Chief Financial Officer December 31, 1996
- ---------------------------------
Jerry F. Wells, Jr. (principal financial and
accounting officer)
/s/ HAROLD H. ADAMS Director December 31, 1996
Harold H. Adams, Jr.
/s/ CHARLES P. CANNON Director December 31, 1996
- -------------------------------
Charles P. Cannon
/s/ RUSSELL J. FRONEBERGER Director December 31, 1996
- ------------------------------
Russell J. Froneberger
/s/ CHARLES M. POTOK Director December 31, 1996
- ---------------------------------
Charles M. Potok
/s/ THOMAS G. FAULDS Director December 31, 1996
- ---------------------------------
Thomas G. Faulds
/s/ ASHBY JORDAN, MD Director December 31, 1996
- ---------------------------------
Ashby Jordan, MD
</TABLE>
Page II - 5
<PAGE>
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).
<PAGE>
Exhibit 5.1
January 29, 1997
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. Stock Option Plan for Harold H. Adams, Jr. and the UCI Medical
Affiliates, Inc. Stock Option Plan for Russell J. Froneberger (the "Plans") 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 Plans and exercised in accordance with the provisions of the
Plans. 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>
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 Plans 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 Plans 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 Plans. 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/ JULIAN HENNIG III
Julian Hennig III
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 December 16, 1996,
appearing on page 25 of UCI Medical Affiliates, Inc's Annual Report on Form
10-KSB for the year ended September 30, 1996.
PRICE WATERHOUSE LLP
Columbia, South Carolina
January 24, 1997
<PAGE>
