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As filed with the Securities and Exchange Commission on August 09, 1996
Registration No. 333-09837
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
HEALTH IMAGES, INC.
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(Exact name of Registrant as specified in its charter)
DELAWARE 58-1485618
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
8601 DUNWOODY PLACE, BUILDING 200, ATLANTA, GEORGIA 30350
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(Address of principal executive offices and zip code)
HEALTH IMAGES, INC.
1996 EMPLOYEE INCENTIVE STOCK OPTION PLAN
(Full Title of the Plan)
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ROBIN EUBANKS MURRAY, ESQ.
VICE PRESIDENT, SECRETARY AND GENERAL COUNSEL
HEALTH IMAGES, INC.
8601 DUNWOODY PLACE, BUILDING 200
ATLANTA, GEORGIA 30350
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(Name and address of agent for service)
(404) 587-5084
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(Telephone number, including area code, of agent for service)
Copy to:
GABRIEL DUMITRESCU, ESQ.
POWELL, GOLDSTEIN, FRAZER & MURPHY
191 PEACHTREE STREET, N.E., 16TH FLOOR
ATLANTA, GEORGIA 30303
(404) 572-6600
CALCULATION OF REGISTRATION FEE
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<TABLE>
<CAPTION>
Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Offering Registration
Registered Registered Per Share Price Fee
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<S> <C> <C> <C> <C>
Common
Stock, $.01 600,000 $10.00 (2) $6,000,000 (3) $2,070.00
par value shares(1)
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</TABLE>
(1) Representing shares to be issued by the Registrant in connection with the
Registrant's 1996 Employee Incentive Stock Option Plan (the "Stock Option
Plan"). This Registration Statement also covers such indeterminable number
of additional shares as may become issuable to prevent dilution in the
event of a stock split, stock dividend, reclassification or other similar
transaction, as well as certain rights which are attached to each share of
stock distributed under the Stock Option Plan.
(2) The average of the high and low prices of the Registrant's Common Stock as
reported on the New York Stock Exchange for August 5, 1996.
(3) The Proposed Maximum Aggregate Offering Price is calculated solely for the
purpose of determining the registration fee pursuant to Rule 457(h)(1)
under the Securities Act of 1933, as amended.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The documents containing the information specified in Part I of the
Instructions to the Registration Statement on Form S-8 will be sent or given to
employees of the Registrant as required by Rule 428(b)(1) promulgated under the
Securities Act of 1933, as amended (the "Securities Act").
EXPERTS
The consolidated financial statements and schedules of the Company included
or incorporated by reference in the Company's Annual Report on Form 10-K for the
year ended December 31, 1995 have been audited by Joseph Decosimo and Company,
Atlanta, Georgia, independent auditors, as set forth in their report thereon
included therein and incorporated herein by reference. Such consolidated
financial statements and schedules are incorporated herein by reference in
reliance upon such report given upon the authority of such firm as experts in
accounting and auditing.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed with the Securities and Exchange Commission
(the "Commission") are incorporated herein by reference:
(1) The Registrant's Annual Report on Form 10-K for the fiscal year ended
December 31, 1995 (File No. 1-11654);
(2) The Registrant's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1996 (File No. 1-11654); and
(3) The description of the Registrant's Common Stock contained in the
Registrant's Registration Statement filed on Form 8-A pursuant to Section 12 of
the Securities Exchange Act of 1934 (the "Exchange Act") on January 27, 1993
(File No. 1-11654).
All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a post-
effective amendment that indicates that all securities offered hereby have been
sold or that deregisters all such 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 filing of such documents.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the General Corporation Law of the State of Delaware empowers
the Registrant to, and the Restated Bylaws (the "Bylaws") of the Registrant
provide 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 (other than an action, suit or proceeding by or in the right
of the Registrant) by reason of the fact that he or she is or was a director or
officer of the Registrant, or is or was serving at the request of the Registrant
as a director or officer of another corporation, partnership, joint venture,
trust or other enterprise, against expenses, judgments, fines and amounts paid
in settlement actually and reasonably incurred by him or her in connection with
such action, suit or proceeding if he or she acted in good faith and in a manner
he or she 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 or her conduct was unlawful; except that, in the
case of an action or a suit by or in the right of the Registrant, 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 to the Registrant unless and
only to the extent that the Court of Chancery of the State of Delaware or
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the court in which such action or suit was brought shall determine that such
person is fairly and reasonably entitled to indemnity for proper expenses.
Pursuant to Section 145 of the General Corporation Law of the State of
Delaware, the Registrant's Bylaws provide for indemnification of officers and
directors of the Registrant and persons serving at the request of the Registrant
in such capacities against certain losses, costs, liabilities and expenses
incurred by reason of their position with the Registrant or such other business
organizations.
The Registrant's Restated Certificate of Incorporation contains a provision
which eliminates, to the fullest extent permitted by law, director liability for
monetary damages for breaches of fiduciary duty of care.
The Registrant has entered into an Indemnification Agreement (the
"Indemnification Agreement") with each of its directors and officers. The
Indemnification Agreement sets forth certain procedural matters relating to
indemnification, including the manner in which an indemnified party may make a
claim and the right of an indemnified party to adjudicate his or her claim if
indemnification is denied by the Company.
The Registrant maintains an insurance policy insuring the Registrant and
directors and officers of the Registrant against certain liabilities, including
liabilities under the Securities Act of 1933, as amended.
The above discussion of the Registrant's Bylaws, Restated Certificate of
Incorporation, the Indemnification Agreement and of Section 145 of the General
Corporation Law of the State of Delaware is not intended to be exhaustive and is
qualified in its entirety by reference to such Bylaws, Restated Certificate of
Incorporation, Indemnification Agreement and statute.
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ITEM 8. EXHIBITS.
The following exhibits are filed with or incorporated by reference into this
Registration Statement pursuant to Item 601 of Regulation S-K:
Exhibit
No. Description
- ------- -----------
4(a) Restated Certificate of Incorporation of the Registrant, as filed
with the Secretary of State of Delaware on March 9, 1990
(Incorporated herein by reference to Exhibit 4(a) to the
Registrant's Annual Report on Form 10-K for the fiscal year ended
December 31, 1989 (File No. 0-14746)).
4(b) Restated Bylaws of the Registrant. (Incorporated herein by
reference to Exhibit 4(a) to the Registrant's Annual Report on
Form 10-K for the fiscal year ended December 31, 1989 (File No. 0-
14746)).
4(c) Form of Indenture between the Registrant and The Provident Bank,
Cincinnati, Ohio, as trustee. (Incorporated herein by reference
to Exhibit 4(d) to Amendment No. 2 to the Registrant's
Registration Statement on form S-2 filed June 14, 1990 (Reg. No.
33-34161)).
4(d) Successor Rights Agreement between the Registrant and First Union
National Bank of North Carolina as Successor Rights Agent dated as
of September 1, 1992. (Incorporated herein by reference to
Exhibit 4(e) to the Registrant's Annual Report on Form 10-K for
the fiscal year ended December 31, 1992 (File No. 0-14746)).
5+ Opinion of counsel with respect to the securities being
registered.
23.1 Consent of counsel (included in Exhibit 5).
23.2+ Consent of independent auditors.
24 Power of Attorney (see signature pages to this Registration
Statement).
99+ Health Images, Inc. 1996 Employee Incentive Stock Option Plan.
__________________
+ Filed herewith.
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<PAGE>
ITEM 9. UNDERTAKINGS.
(a) 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 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;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
registration statement is on Form S-3, Form S-8 and 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.
(b) 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 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 the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
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(h) 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 foregoing provisions or otherwise, 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.
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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 the City
of Atlanta, State of Georgia, on this the 7th day of August, 1996.
HEALTH IMAGES, INC.
By:/S/Robert D. Carl, III
-----------------------
Robert D. Carl, III
Chairman of the Board and
Chief Executive Officer
POWER OF ATTORNEY
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KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Robert D. Carl, III and Robin Eubanks Murray, or
either of them, as his true and lawful attorneys-in-fact and agents, with full
power 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, or either of them, full power and authority to do and perform each and
every act and thing required or 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, or either
of them, or their substitutes or substitute, could lawfully do or cause to be
done by virtue hereof.
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Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed below by the following persons in the capacities and
on the date indicated.
<TABLE>
<CAPTION>
<S> <C> <C>
/S/Robert D. Carl, III Chairman of the Board Date: August 7, 1996
- --------------------- Chief Executive Officer --------------
Robert D. Carl, III (Principal Executive
Officer)
/S/Anthony T. Prescott Senior Executive Vice Date: August 7, 1996
- --------------------- President, --------------
Anthony T. Prescott Chief Operating Officer
and Director
/S/Ron L. Clark, Jr. Treasurer and Controller Date: August 7, 1996
- ------------------- (Principal Financial --------------
Ron L. Clark, Jr. Accounting Officer)
/S/Marc I. Raphaelson, M.D. Director Date: August 7, 1996
- -------------------------- --------------
Marc I. Raphaelson, M.D.
/S/William E. Whitesell, Ph.D. Director Date: August 7, 1996
- ------------------------------ --------------
William E. Whitesell, Ph.D.
/S/Robert L. Taylor Director Date: August 7, 1996
- ------------------ --------------
Robert L. Taylor
/S/Stuart B. Strasner, Sr. Director Date: August 7, 1996
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Stuart B. Strasner, Sr.
/S/Jack O. Greenberg, M.D. Director Date: August 7, 1996
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Jack O. Greenberg, M.D.
</TABLE>
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<TABLE>
<CAPTION>
EXHIBIT INDEX
Exhibit
No. Description Page No.
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<S> <C> <C>
4(a) Restated Certificate of Incorporation of the Registrant, as filed
with the Secretary of State of Delaware on March 9, 1990
(Incorporated herein by reference to Exhibit 4(a) to the
Registrant's Annual Report on Form 10-K for the fiscal year ended
December 31, 1989 (File No. 0-14746)).
4(b) Restated Bylaws of the Registrant. (Incorporated herein by
reference to Exhibit 4(a) to the Registrant's Annual Report on
Form 10-K for the fiscal year ended December 31, 1989 (File No. 0-
14746)).
4(c) Form of Indenture between the Registrant and The Provident
Bank, Cincinnati, Ohio, as trustee. (Incorporated herein by
reference to Exhibit 4(d) to Amendment No. 2 to the Registrant's
Registration Statement on form S-2 filed June 14, 1990 (Reg. No.
33-34161)).
4(d) Successor Rights Agreement between the Registrant and First
Union National Bank of North Carolina as Successor Rights Agent
dated as of September 1, 1992. (Incorporated herein by reference
to Exhibit 4(e) to the Registrant's Annual Report on Form 10-K for
the fiscal year ended December 31, 1992 (File No. 0-14746)).
5+ Opinion of counsel with respect to the securities being
registered.
23.1 Consent of counsel (included in Exhibit 5).
23.2+ Consent of independent auditors.
24 Power of Attorney (see signature pages to this Registration
Statement).
99+ Health Images, Inc. 1996 Employee Incentive Stock
Option Plan.
_________________
+ Filed herewith.
</TABLE>
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