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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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RAMSAY YOUTH SERVICES, INC.
(Exact name of issuer as specified in its charter)
DELAWARE 63-0857352
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
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Columbus Center
One Alhambra Plaza, Suite 750
Coral Gables, Florida 33134
(Address of principal executive offices)
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RAMSAY YOUTH SERVICES, INC.
1999 STOCK OPTION PLAN
RAMSAY YOUTH SERVICES, INC.
1999 EMPLOYEE STOCK PURCHASE PLAN
(Full titles of the plans)
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LUIS E. LAMELA
President
Ramsay Youth Services, Inc.
Columbus Center
One Alhambra Plaza, Suite 750
Coral Gables, Florida 33134
(305) 569-6993
(Name, address and telephone number, including area code, of agent for service)
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Copy to:
REBECCA ORAND, Esq.
Greenberg Traurig, P.A.
1221 Brickell Avenue
Miami, Florida 33131
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CALCULATION OF REGISTRATION FEE
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<CAPTION>
===================================== =================================== ===================================
Proposed maximum Proposed maximum
Title of securities Amount to be offering price per aggregate offering Amount of
to be registered registered share (1) price (1) registration fee
---------------------- -------------------- --------------------- -------------------- -------------------
<S> <C> <C> <C> <C>
Common Stock ($.01 1,350,000 (2) $1.53125 $2,067,188 $545.74
par value)
=============================================================================================================
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(1) Estimated solely for purposes of calculating the registration fee
pursuant to rule 457 under the Securities Act of 1933, as amended. This
fee is calculated on the basis of the average of the high and low
prices of the Common Stock on September 12, 2000, as reported on the
National Association of Securities Dealers Automated Quotation System.
(2) 1,250,000 shares under the 1999 Stock Option Plan and 100,000 shares
under the 1999 Employee Stock Purchase Plan.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
Ramsay Youth Services, Inc. has filed the following documents
with the Securities and Exchange Commission (the "Commission"), and these are
incorporated herein by reference:
(a) Our Annual Report on Form 10-K for the year ended
December 31, 1999.
(b) Our Quarterly Reports on Form 10-Q for the quarters ended
March 31, 2000.
(c) Our Current Report on Form 8-K filed August 18, 2000.
(d) Our Current Report on Form 8-K filed September 20, 2000.
(e) Our Annual Report on Form 10-K/A filed September 21, 2000.
(f) All other reports filed by us pursuant to Section 15(a) or
15(d) of the Securities Exchange Act of 1934 since
January 1, 2000.
(g) The description of our Common Stock which is contained in
a registration statement on Form 8-A (no. 34-13849) filed
September 5, 1985.
In addition, all documents subsequently filed by us pursuant
to Sections 13(a), 13(c) 14 or 15(d) of the Exchange Act prior to the filing of
a post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities 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. Any statement contained in a
document incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Registration Statement
to the extent that a statement contained herein or in any other subsequently
filed document which also is incorporated or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any such 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.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Our Certificate of Incorporation, as amended, includes
provisions to eliminate the personal liability of the Company's directors to the
fullest extent permitted by the Delaware General
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Corporation Law ("DGCL"). Under current law, such exculpation generally extends
to breaches of fiduciary duty, except for (i) breaches of such person's duty of
loyalty, (ii) acts or omissions not in good faith or which involve intentional
misconduct, (ii) those instances where an improper personal benefit was received
and (iv) the declaration of dividends in violation of applicable law.
The Company's By-Laws provide that the Company shall indemnify
any person who is or is threatened to be made a party to any action or
proceeding by reason of his or her being or having been a director or officer of
the Company to the fullest extent permitted by DGCL.
It is the position of the Commission that insofar as
indemnification for liabilities arising under the Securities Act may be
permitted for any director or officer of the Company pursuant to the foregoing
provisions as a means of indemnifying any of them against such liabilities, such
indemnification is against public policy as expressed in the Securities Act and
is therefore unenforceable.
Section 145 of the DGCL provides that a corporation may
indemnify any person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action or proceeding, whether civil,
criminal, administrative or investigative, by reason of the fact that he is or
was a director, officer, employee or agent of Ramsay Youth Services, Inc. or is
or was serving at our request in such capacity in another corporation or
business association, 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
Ramsay Youth Services, Inc., and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was unlawful.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
The Exhibits required to be filed as part of this Registration
Statement are listed in the attached Index to Exhibits.
ITEM 9. UNDERTAKINGS
The undersigned Registrant hereby undertakes, except as otherwise
specifically provided in the rules of the Commission promulgated under the
Securities Act of 1933:
(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;
(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 hereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in this Registration
Statement;
(iii) To include any additional or changed material
information on the plan of distribution not previously disclosed in this
Registration Statement or any material change to such information in this
Registration Statement;
provided, however, that paragraphs (1)(i) and (1)(ii)
do not apply if this Registration Statement is on Form S-3 or Form S-8 and the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
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Commission by the Registrant pursuant to section 13 or section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in this
Registration Statement;
(2) That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered therein,
and the offering of the securities at that time shall be deemed to be the
initial bona fide offering; and
(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.
The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of 1933, each
filing of the Registrant's annual report pursuant to section 13(a) or section
15(d) of the Securities Exchange Act of 1934 that is incorporated by reference
in this 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.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 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 Securities and
Exchange Commission such indemnification is against public policy as expressed
in the 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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POWER OF ATTORNEY
The Registrant and each person whose signature appears below
hereby appoints Luis E. Lamela and Marcio C. Cabrera as attorneys-in-fact with
full power of substitution, severally, to execute in the name and on behalf of
the Registrant and each such person, individually and in each capacity stated
below, one or more amendments (including post-effective amendments) to this
Registration Statement as the attorney-in-fact acting in the premises deems
appropriate and to file any such amendment to this Registration Statement with
the Securities and Exchange Commission.
SIGNATURES
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 Coral Gables and State of Florida on the 15th
day of September, 2000.
RAMSAY YOUTH SERVICES, INC.
By /s/ MARCIO C. CABRERA
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Marcio C. Cabrera
Executive Vice President and
Chief Financial Officer
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Pursuant to the requirements of the Securities and Exchange Act of
1933, this Registration Statement has been signed below by the following persons
in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
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<S> <C> <C>
/s/ PAUL J. RAMSAY Chairman of the Board, Director September 22, 2000
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Paul J. Ramsay
/s/ LUIS E. LAMELA President, Chief Executive September 14, 2000
----------------------------------- Officer, Director
Luis E. Lamela
Director
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Aaron Beam, Jr.
/s/ PETER J. EVANS Director September 22, 2000
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Peter J. Evans
/s/ THOMAS M. HAYTHE Director September 21, 2000
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Thomas M. Haythe
Director
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Steven J. Shulman
/s/ MICHAEL S. SIDDLE Director September 22, 2000
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Michael S. Siddle
</TABLE>
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INDEX TO EXHIBITS
Number Description of Exhibit
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4.1 - Certificate of Incorporation (incorporated by
reference to Exhibit 3.3 to the Company's
Registration Statement on Form S-2, Registration No.
3340762)
4.2 - Bylaws (incorporated by reference to Exhibit 3.4 to
the Company's Annual Report on Form 10-K for the
year ended June 30, 1994)
4.3 - Ramsay Youth Services, Inc. 1999 Employee Stock
Purchase Plan
4.4 - Ramsay Youth Services, Inc. 1999 Stock Option Plan
5.1 - Opinion of Greenberg Traurig, P.A.
23.1 - Consent of Deloitte & Touche LLP
23.2 - Consent of Ernst & Young LLP
23.3 - Consent of Greenberg Traurig (contained in
Exhibit 5.1)
24.1 - Power of Attorney (see "Power of Attorney" in the
Registration Statement)
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