<PAGE>
As filed with the Securities and Exchange Commission on June __, 1999
Registration No.
----------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
---------------------------
PROVIDENT AMERICAN CORPORATION
------------------------------------------------------
(Exact name of registrant as specified in its charter)
Pennsylvania 23-2214195
- ------------------------------- ------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.
2500 DeKalb Pike, Norristown, Pennsylvania 19404
- ------------------------------------------ -----
(Address of principal executive offices) (Zip Code)
PROVIDENT AMERICAN CORPORATION
AMENDED AND RESTATED STOCK OPTION PLAN FOR DIRECTORS
Alvin H. Clemens
Chief Executive Officer
Provident American Corporation
2500 DeKalb Pike, P.O. Box 511
Norristown, Pennsylvania 19404-0511
------------------------------------------
(Name and address of agent for service)
(610) 279-2500
------------------------------------------
(Telephone number, including area code, of agent for service)
Copy to:
Michael F. Beausang, Jr., Esquire
Butera, Beausang, Cohen & Brennan
630 Freedom Business Center, Suite 212
King of Prussia, Pennsylvania 19406
<PAGE>
CALCULATION OF REGISTRATION FEE
-------------------------------
<TABLE>
<CAPTION>
Proposed
Title of Amount maximum Proposed Amount of
securities to to be offering price maximum aggregate Registration
be registered registered per share offering price fee
- ------------- ---------- --------- -------------- ---
<S> <C> <C> <C> <C>
Common Stock, $.10 par value, issuable:
- -Upon exercise of options under the 120,000 shs. $ 7.50 (1) $900,000
Provident American Corporation
Amended and Restated Stock Option
Plan for Directors 10,000 shs. $ 5.25 (1) $ 52,500
---------- --------- --------
Total 130,000 shs. $ 7.3269 $952,500 $264.80
---------- --------- -------- -------
</TABLE>
- -----------------
(1) Pursuant to Rule 457(h), the registration fee for the 130,000 shares has
been calculated on the basis of the price at which they may be
exercised-120,000 shares at $7.50 per share and 10,000 shares at $5.25
per share.
2
<PAGE>
Cross Reference Sheet
Pursuant to Item 501(b) of Regulation S-K
Item Number and Caption Heading in Prospectus
- ----------------------- ---------------------
1. Plan Information *
2. Registrant Information and Employee *
Plan Annual Information
- -------------------
* Omitted because no Prospectus is being filed herewith. All information
required in the Section 10(a) Prospectus will be furnished to Plan Participants
pursuant to Rule 428 under the Securities Act of 1933.
3
<PAGE>
PART II
-------
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
--------------------------------------------------
Item 3. Incorporation of Documents by Reference.
The following documents filed with the Commission (unless otherwise
noted) are incorporated herein by reference:
(a) The Annual Report on Form 10-K of Provident American Corporation
(the "Registrant") for the Fiscal Year ended December 31, 1998, as filed by the
Registrant with the Securities and Exchange Commission (the "Commission")
pursuant to Section 13(a) of the Securities Exchange Act of 1934 ("Exchange
Act"). The Registrant's Form 10-Q Report for the Quarter ended March 31, 1999,
as filed by the Registrant with the Commission pursuant to Section 13(a) of the
Exchange Act. The Registrant's Rule 424(b) Prospectus (not required to be filed
with the Commission).
(b) The Registrant's definitive proxy statement or information
statement, if any, filed pursuant to Section 14 of the Exchange Act in
connection with the latest annual meeting of its shareholders and any definitive
proxy or information statements so filed in connection with any subsequent
special meetings of its shareholders.
(c) The Provident American Corporation Stock Option Plan for Directors,
as filed by the Registrant with the Commission on October 6, 1989 (as amended on
April 18, 1991), October 26, 1991, and November 13, 1996).
(d) The description of the Registrant's Common Stock set forth in the
Registrant's Registration Statements on Form S-1 (Registration Nos. 33-5884 and
33-40842) as filed pursuant to the Act, including any amendment or report filed
for the purpose of updating such description.
(e) All other reports filed pursuant to Sections 13(a), 13(c), 14 or
15(d) of the Exchange Act subsequent to the date of this Registration Statement,
in each case filed by the Registrant prior to the termination of the offering of
the securities offered hereby, shall be deemed to be incorporated by reference
in this Registration Statement and to be a part hereof from the date of filing
of such reports and documents. Any statement contained in a document
incorporated or deemed to be incorporated herein by reference shall be deemed to
be modified or superseded for the purposes of this Registration Statement 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. 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 4. Description of Securities.
4
<PAGE>
Not required.
Item 5. Interests of Named Experts and Counsel.
The legality of the securities being offered under the Plan has been
passed upon by Michael F. Beausang, Jr. for Butera, Beausang, Cohen & Brennan.
As of December 31, 1998, the members of the firm of Butera, Beausang, Cohen &
Brennan owned, either beneficially or of record, 57,175 shares of the
Registrant's outstanding Common Stock and 24,750 shares of the Registrant's
Series A Cumulative Convertible Preferred Stock.
The consolidated financial statements of the Registrant and
supplemental schedules thereto incorporated by reference in this Registration
Statement, to the extent and for the periods as indicated in those financial
statements and schedules, have been audited by Coopers & Lybrand, L.L.P., and
BDO Seidman, LLP, independent accountants, as indicated in their reports with
respect thereto, which are incorporated herein by reference, and have been so
incorporated in reliance upon the authority of that firm as experts in
accounting and auditing.
Item 6. Indemnification of Directors and Officers
Sections 1741-1743 of the Pennsylvania Business Corporation Law of
1988, as amended (the "BCL"), the law of the Commonwealth in which the
Registrant is organized, requires a corporation, subject to limitations, to
indemnify its officers and directors against expenses, including attorneys'
fees, judgments, fines and certain settlements, actually and reasonably incurred
by them in any suit or proceeding to which they are parties, as long as they
acted in good faith and in a manner they reasonably believed to be in, or not
opposed to, the best interests of the corporation, and with respect to a
criminal action or proceeding, as long as they had no reasonable cause to
believe their conduct to be unlawful. The Registrant's By-laws provide that the
Registrant shall indemnify the Registrant's officers and directors against
expenses, including attorneys' fees, judgments, fines and amounts paid in
settlement, actually and reasonably incurred by them in any action or
proceeding, whether criminal, civil, administrative or investigative, to which
they are a party, except in any case where the act or failure to act giving rise
to the claim for indemnification is determined by a court to have constituted
willful misconduct or recklessness.
The By-laws of the Registrant also contain certain provisions,
permitted by the BCL, which eliminate the personal liability of directors of the
Registrant to others, including the Registrant and the Registrant's
shareholders, for money damages relating to any action taken or omitted to be
taken by the director, unless the director breached or failed to perform his
duties in good faith, in a manner he reasonably believed to be in the best
interests of the Registrant and with such care, including reasonable inquiry,
skill and diligence, as a person of ordinary prudence would use under similar
circumstances, and such failure constituted self-dealing, willful misconduct or
recklessness. In effect, the By-laws eliminate
5
<PAGE>
the liability of the Registrant's directors for negligent and grossly negligent
business decisions. Such elimination of directors' monetary liability limits the
ability of the Registrant and the Registrant's shareholders to bring claims
against directors of the Registrant.
The Registrant maintains an insurance policy that insures the
Registrant's officers and directors against losses arising from claims brought
against them for any negligent act, error, omission, breach of duty,
misstatement or other act while acting in their capacities as officers or
directors. The policy includes certain standard coverage exclusions and
deductibles.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
(4.1) Provident American Corporation Second Amendment to Amended and
Restated Stock Option Plan for Directors
(5.1) Opinion of Butera, Beausang, Cohen & Brennan
(24.1) Consent of Butera, Beausang, Cohen & Brennan (included in their
opinion filed as Exhibit 5.1.)
(24.2) Consent of BDO Seidman, LLP
(24.3) Consent of Coopers & Lybrand, L.L.P.
Item 9. Undertakings.
Rule 415 Offering.
- ------------------
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 of 1933, as amended ("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 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;
6
<PAGE>
Provided, however, that paragraphs (1)(i) and (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 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.
Subsequent Exchange Act Documents.
- ----------------------------------
The undersigned Registrant hereby undertakes that, for the purpose of
determining any liability under the Securities 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.
Indemnification.
- ----------------
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Registrant, 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. 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
Securities Act and will be governed by the final adjudication of such issue.
7
<PAGE>
SIGNATURES
----------
Pursuant to the requirements of the Securities Act, 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 Norristown, Pennsylvania, on this 22nd day of June, 1999.
PROVIDENT AMERICAN CORPORATION
By: /s/ Alvin H. Clemens
------------------------------------
Alvin H. Clemens
Chairman of the Board, President and
Chief Executive Officer
Pursuant to the requirements of the Securities Act, this Registration
Statement or Amendment has been signed below by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signatures Title Date
---------- ----- ----
<S> <C> <C>
/s/ Alvin H. Clemens Chairman of the Board, June 22, 1999
- -------------------------------- President, Chief Executive
Alvin H. Clemens Officer and Director
/s/ Francis L. Gillan III Chief Financial Officer June 22, 1999
- -------------------------------- and Treasurer
Francis L. Gillan, III
/s/ Michael Ashker Director June 25, 1999
- --------------------------------
Michael Ashker
/s/ Harold M. Davis Director June 25, 1999
- --------------------------------
Harold M. Davis
</TABLE>
8
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C>
/s/ Henry Hager Director June 30, 1999
- -------------------------------
Henry G. Hager
/s/ George W. Karr Director June 30, 1999
- -------------------------------
George W. Karr, Jr.
/s/ Edward W. LeBaron, Jr. Director June 30, 1999
- -------------------------------
Edward W. Lebaron, Jr.
/s/ Douglas F. Manchester Director June 30, 1999
- -------------------------------
Douglas F. Manchester
/s/ Theophile J. Mignatti, Jr. Director June 30, 1999
- -------------------------------
Theophile J. Mignatti, Jr.
/s/ P. Glenn Moyer Director June 25, 1999
- -------------------------------
P. Glenn Moyer
</TABLE>
9
<PAGE>
EXHIBIT INDEX
(Pursuant to Item 601 of Regulation S-K)
Sequential
----------
Exhibit No. Description Page No.
- ----------- ----------- --------
4.1 Second Amendment to Provident American 12
Corporation Amended and Restated Stock
Option Plan for Directors
5.1 Opinion of Butera, Beausang, 14
Cohen & Brennan
24.1 Consent of Butera, Beausang, 15
Cohen & Brennan (included in Exhibit 5.1)
24.2 Consent of BDO Seidman, LLP 17
24.3 Consent of Coopers & Lybrand, L.L.P. 19
<PAGE>
EXHIBIT 4.1
<PAGE>
SECOND AMENDMENT TO AMENDED AND RESTATED
PROVIDENT AMERICAN CORPORATION
STOCK OPTION PLAN FOR DIRECTORS
-------------------------------
This Second Amendment to the Amended and Restated Provident American
Corporation Stock Option Plan for Directors is effective as of the date set
forth herein.
BACKGROUND
----------
A. PROVIDENT AMERICAN CORPORATION, a Pennsylvania corporation
(hereinafter called "PAMCO"), maintains the Provident American Corporation Stock
Option Plan for Directors (formerly known as the Stock Option Plan for Field
Sales Representatives and Directors) dated January 25, 1985 (the "Plan").
B. Pursuant to Section 9 of the Plan, PAMCO has reserved the right to
amend the Plan at any time with the approval of either the Board of Directors or
the shareholders of PAMCO, provided such amendment does not prejudice the rights
of any optionee with respect to the shares covered by his option.
C. PAMCO now desires to amend the Amended and Restated Plan as set
forth herein.
NOW THEREFORE, the Plan is hereby amended as follows:
1. The first sentence of Paragraph 2 of the Plan is amended in
its entirety to read as follows:
"2. The Stock.
Except as provided in Section 7, the number
of shares of stock which may be optioned and sold
under the Plan is 1,130,000 shares of Common Stock,
$.10 par value, of PAMCO ("Shares")."
2. Effective Date of Amendment; Ratification. The Amendment
set forth herein shall be effective as of March 4, 1999 and as herein amended,
the Plan shall continue in full force and effect and is hereby ratified,
approved, and affirmed.
IN WITNESS WHEREOF, in order to record the adoption of this
Amendment, PAMCO has caused its duly authorized officers to affix the corporate
name hereto as of the 15th day of April, 1999.
PROVIDENT AMERICAN CORPORATION
By: /s/ Alvin H. Clemens
----------------------------------
Alvin H. Clemens, President
and Chief Executive Officer
<PAGE>
EXHIBIT 5.1
-----------
<PAGE>
June 12, 1999
THE BOARD OF DIRECTORS OF
PROVIDENT AMERICAN CORPORATION
2500 DeKalb Pike
P.O. Box 511
Norristown, PA 19404-0511
Re: Form S-8 Registration Statement
Gentlemen:
We have acted as counsel to Provident American Corporation (the
"Company") in connection with the preparation and filing with the Securities and
Exchange Commission under the Securities Act of 1933, as amended, of a
Registration Statement on Form S-8 (the "Registration Statement") relating to
the offer and sale of 130,000 additional shares of the Company's Common Stock,
$.10 par value (the "Shares") under the Provident American Corporation Amended
and Restated Stock Option Plan for Directors.
As counsel to the Company, we have supervised all corporate proceedings
in connection with the preparation and filing of the Registration Statement. We
have also examined the Company's Articles of Incorporation and By-Laws, as
amended to date, the corporate minutes and other proceedings and records
relating to the authorization, sale, and issuance of the Shares, and such other
documents and matters of law as we have deemed necessary or appropriate in order
to render this opinion. Based upon the foregoing, it is our opinion that each of
the Shares to be offered pursuant to the Registration Statement, when paid for,
will be duly authorized, legally and validly issued and outstanding, fully paid
and non-assessable.
We hereby consent to the use of this opinion in the Registration
Statement and to the references to us under the heading "Interests of Named
Experts and Counsel" in this Registration Statement.
Very truly yours,
BUTERA, BEAUSANG, COHEN & BRENNAN
<PAGE>
EXHIBIT 24.1
------------
Consent of Butera, Beausang, Cohen & Brennan is included in Exhibit 5.1
<PAGE>
EXHIBIT 24.2
------------
<PAGE>
Exhibit 24.2
CONSENT OF INDEPENDENT ACCOUNTANTS
----------------------------------
We consent to the incorporation by reference in the registration statement of
Provident American Corporation on Form S-8 of our report dated March 30, 1999,
on our audits of the consolidated financial statements and financial statement
schedules of Provident American Corporation appearing in the Company's Annual
Report on Form 10-K for the years ended December 31, 1998 and 1997.
We also consent to the reference to us under the caption "Experts" in the
Prospectus.
BDO SEIDMAN, LLP
Philadelphia, Pennsylvania
July 13, 1999
<PAGE>
EXHIBIT 24.3
------------
<PAGE>
Exhibit 24.3
CONSENT OF INDEPENDENT ACCOUNTANTS
----------------------------------
We consent to the incorporation by reference in the registration statement of
Provident American Corporation on Form S-8 of our report dated March 11, 1997,
on our audits of the consolidated financial statements and financial statement
schedules of Provident American Corporation as of December 31, 1996, which
report is included in the Annual Report on Form 10-K. We also consent to the
reference to our firm under the caption "Interests of Named Experts and
Counsel."
PricewaterhouseCoopers LLP
Philadelphia, Pennsylvania
July 13, 1999
