As filed with the Securities and Exchange Commission on December 17, 1998.
Registration No. 333-
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
DVI, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 22-2722773
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)
-------------
500 Hyde Park
Doylestown, Pennsylvania 18901
(215) 345-6600
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
-------------
MICHAEL A. O'HANLON
500 HYDE PARK
DOYLESTOWN, PENNSYLVANIA 18901
(215) 345-6600
(Name, address including zip code, and telephone number,
including area code, of agent for service)
-------------
WITH A COPY TO:
JOHN A. HEALY, ESQ.
ROGERS & WELLS LLP
200 PARK AVENUE
NEW YORK, NEW YORK 10166
(212) 878-8281
-------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Title of Shares to be Registered Amount to be Proposed Maximum Proposed Maximum Amount of
Registered Offering Price Aggregate Offering Registration Fee
Per Unit Price
<S> <C> <C> <C> <C> <C>
Interests in the DVI Financial (1) (1) (1) (2)
Services, Inc. Employee Savings Plan
</TABLE>
(1) Pursuant to Rule 416(a) under the Securities Act of 1933, as amended
(the "Securities Act"), this Registration Statement covers an
indeterminate amount of interests to be offered or sold pursuant to
the employee benefit plan described herein.
(2) Pursuant to Rule 457(h)(2) under the Securities Act, no separate
registration fee is required with respect to the plan interests being
registered hereby.
===============================================================================
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
The information specified by Item 1 and Item 2 of Part I of Form S-8 is
omitted from this filing in accordance with the provisions of Rule 428
under the Securities Act and the introductory Note to Part I of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The Securities and Exchange Commission (the "Commission") allows us to
"incorporate by reference" the information we file with them, which means that
we can disclose important information to you by referring you to those
documents. The information incorporated by reference is an important part of
this Registration Statement, and information that we file later with the
Commission will automatically update and supersede this information. We
incorporate by reference the documents listed below and any future filings made
with the Commission under Sections 13(a), 13(c), 14, or 15(d) of the Securities
Exchange Act of 1934, as amended, until such time as this Registration
Statement is no longer in effect.
(a) DVI, Inc.'s Annual Report on Form 10-K for its fiscal year ended
June 30, 1998; and
contained in our Registration Statement on Form 8-A filed March 27, 1992,
and incorporating by reference the information contained in our Prospectus
dated May 14, 1992, contained in our Registration Statement on Form S-2
(File No. 33-46664), together with all reports and other documents filed
with the Commission for the purpose of updating or otherwise amending that
description after the date 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
Section 145(a) of the General Corporation Law of the State of Delaware
(the "General Corporation Law") provides, in general, that a corporation shall
have power 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
proceeding, whether civil, criminal, administrative or investigative (other
than an action by or in the right of the corporation), by reason of the fact
that he is or was a director or officer of the corporation. Such indemnity
may be against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred in connection
with such action, suit or proceeding, if the indemnitee acted in good faith
and in a manner reasonably believed to be in or not opposed to the best
interests of the corporation, and with respect to any criminal action or
proceeding, the indemnitee must not have had reasonable cause to believe his
conduct was unlawful.
Section 145(b) of the General Corporation Law provides, in general, that a
corporation shall have power 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
or suit by or in the right of the corporation to procure a judgment in its
favor by reason of the fact that he is or was a director or officer of the
corporation against expenses (including attorney's fees) actually and
reasonably incurred by him in connection with the defense or settlement of such
action or suit 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 corporation.
<PAGE>
Section 145(g) of the General Corporation Law provides in general that a
corporation shall have power to purchase and maintain insurance on behalf of
any person who is or was a director or officer of the corporation against any
liability asserted against and incurred by him in any such capacity, or arising
out of his status as such, whether or not the corporation would have the power
to indemnify him against such liability under the provisions of the law.
DVI, Inc.'s By-Laws require us to indemnify each of its directors,
officers and employees to the fullest extent permitted by law in connection
with any actual or threatened action or proceeding arising out of his service
to us or to other organizations at our request.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
3.1* - Certificate of Incorporation of DVI, Inc.
3.2* - By-Laws of DVI, Inc.
4.1* - Specimen of stock certificate for DVI's Common Stock, par value
$.005 per share
23.1 - Consent of Deloitte & Touche LLP
24 - Power of Attorney (see p. 6)
______________
* Filed as an Exhibit to DVI, Inc.'s Registration Statement on Form S-3
(Registration No. 33-84604) and incorporated herein by reference.
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 of 1933, as amended (the "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 paragraphs (a)(1)(i) and (a)(1)(ii) shall
not apply to information 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 this Registration Statement.
(2) That, for the purpose of determining any liability under
the 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 of any of the securities being registered which remain unsold at
the termination of the offering.
<PAGE>
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the 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 the employee benefit plan's annual report
pursuant to section 15(d) or the Exchange Act) that is incorporated by
reference in this Registration Statement shall be deemed to be a new
registration statement relating to the securities offered herein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the 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 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.
<PAGE>
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 Doylestown, Commonwealth of
Pennsylvania on December 16, 1998.
DVI, INC.
By: /S/ MICHAEL A. O'HANLON
-----------------------------
Name: Michael A. O'Hanlon
Title: Chief Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that we, the undersigned officers and
directors of DVI, Inc. hereby severally constitute Michael A. O'Hanlon and
Steven R. Garfinkel and each of them singly, our true and lawful attorneys
with full power to them, and each of them singly, to sign for us and in our
names in the capacities indicated below, the Registration Statement filed
herewith and any and all amendments to said Registration Statement (including
without limitation any amendments filed pursuant to Section 462(b) of the
Securities Act of 1933), and generally to do all such things in our names
and in our capacities as officers and directors to enable DVI, Inc. to comply
with the provisions of the Securities Act of 1933, and all requirements of
the Securities and Exchange Commission, hereby ratifying and confirming our
signature as they may be signed by our said attorneys, or any of them, to said
Registration Statement and any and all amendments thereto.
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES 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
--------- ----- ----
<S> <C> <C> <C>
/s/ MICHAEL A. O'HANLON Chief Executive Officer, December 16, 1998
_______________________________ President and Director
MICHAEL A. O'HANLON
/S/ STEVEN R. GARFINKEL Senior Vice President and Chief December 16, 1998
_______________________________ Financial Officer
STEVEN R. GARFINKEL (Principal Financial Officer)
/S/ JOHN P. BOYLE Vice President and Chief December 16, 1998
_______________________________ Accounting Officer
JOHN P. BOYLE (Principal Accounting Officer)
_______________________________ Director December __, 1998
GERALD L. COHN
/S/ WILLIAM S. GOLDBERG Director December 15, 1998
_______________________________
WILLIAM S. GOLDBERG
_______________________________ Director December __, 1998
JOHN E. McHUGH
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C> <C>
/S/ NATHAN SHAPIRO Director December 15, 1998
_______________________________
NATHAN SHAPIRO
/S/ HARRY T.J. ROBERTS Director December 15, 1998
_______________________________
HARRY T.J. ROBERTS
</TABLE>
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
----------- -----------
<S> <C> <C>
3.1* Certificate of Incorporation of DVI, Inc.
3.2* By-Laws of DVI, Inc.
4.1* Specimen of stock certificate for DVI's Common
Stock, par value $.005 per share
23.1 Consent of Deloitte & Touche LLP
24.1 Power of Attorney (see p. 6)
</TABLE>
_____________
* Filed as an Exhibit to DVI, Inc.'s Registration Statement on Form S-3
(Registration No. 33-84604) and incorporated herein by reference.
<PAGE>
EXHIBIT 23.1
CONSENT OF DELOITTE & TOUCHE LLP
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement on
Form S-8 dated December 17, 1998, of DVI, Inc., of our report dated August 7,
1998, appearing in and incorporated by reference in the Annual Report on Form
10-K of DVI, Inc. for the year ended June 30, 1998, which is part of this
Registration Statement.
DELOITTE & TOUCHE LLP
Parsippany, New Jersey
December 16, 1998
<PAGE>
