<PAGE>
As filed with the Securities and Exchange Commission on April 15, 1996
Registration No. 33-__________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF
1933
____________________________
MID ATLANTIC MEDICAL SERVICES, INC.
(Exact name of registrant as specified in its charter)
Delaware 52-1481661
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
4 Taft Court
Rockville, Maryland 20850
(Address of principal executive offices) (zip code)
1996 NON-QUALIFIED STOCK OPTION PLAN
(Full title of plan)
Joseph L. Guarriello
Mid Atlantic Medical Services, Inc.
4 Taft Court
Rockville, Maryland 20850
(Name and address of agent for service)
(301) 251-4075
(Telephone number of agent for service)
Copy to:
Cary J. Meer, Esq.
Kirkpatrick & Lockhart LLP
1800 Massachusetts Avenue, N.W.
Second Floor
Washington, D.C. 20036-1800
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Page 2
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed Proposed
maximum maximum
offering aggregate Amount of
Title of securities Amount to be price per offering registration
to be registered registered share(1) price (1) fee
------------------- ------------ --------- --------- ------------
<S> <C> <C> <C> <C>
Options (2) 3,000,000
Common stock, par 3,000,000 $23.6875 $71,062,500 $24,502.35
value $.01 per share shares
</TABLE>
-------------------------------
(1) Inserted solely for the purpose of calculating the registration
fee pursuant to Rule 457(h). The fee is calculated on the basis
of the average of the high and low sales prices for the
Registrant's Common Stock reported on The New York Stock
Exchange, Inc. consolidated reporting system on April 10, 1996.
(2) The options to be registered hereunder are to be distributed by
the Registrant for no value. Accordingly, no separate
registration fee is required.
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Page 3
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by Mid Atlantic Medical Services,
Inc. (the "Company") are incorporated by reference into this Registration
Statement:
(a) The Company's Annual Report on Form 10-K
for the fiscal year ended December 31, 1995 filed
pursuant to Section 13 of the Securities Exchange Act of
1934, as amended ("Exchange Act").
(b) All other reports filed by the Company
pursuant to Section 13(a) or 15(d) of the Exchange Act
since the end of the fiscal year covered by the Annual
Report on Form 10-K referred to in (a) above.
(c) The description of the Company's common
stock contained in the Registration Statement filed
September 12, 1994 Form 8-A (Registration No. 1-13340).
All documents subsequently filed by the Company with the
Securities and Exchange Commission pursuant to Sections 12, 13(a), 13(c),
14 and 15(d) of the Exchange Act after the date of this Registration
Statement, but prior to the filing of a post-effective amendment to this
Registration Statement that indicates that all securities offered by this
Registration Statement have been sold or which deregisters all such
securities then remaining unsold, shall be deemed to be incorporated by
reference into this Registration Statement. Each document incorporated by
reference into this Registration Statement shall be deemed to be a part of
this Registration Statement from the date of the filing of such document
with the Securities and Exchange Commission ("SEC") until the information
contained therein is superseded or updated by any subsequently filed
document that is incorporated by reference into this Registration
Statement or by any document that constitutes part of the prospectus
relating to the 1996 Non-Qualified Stock Option Plan (the "Plan") that
meets the requirements of Section 10(a) of the Securities Act of 1933, as
amended ("Securities Act").
Item 4. Description of Securities.
Not applicable.
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Page 4
Item 5. Interests of Named Experts and Counsel.
None.
Item 6. Indemnification of Directors and Officers.
Under the Delaware General Corporation Law, the Company's
Certificate of Incorporation and its By-Laws, the Company has broad power
to indemnify, and under certain circumstances is required to indemnify,
its directors and officers against liabilities that they may incur while
serving as directors or officers of the Company, including liabilities
arising under the Securities Act. Insofar as indemnification for
liabilities arising under the Securities Act may be permitted pursuant to
the foregoing provisions, the Company has been informed that, in the
opinion of the SEC, such indemnification is against public policy as
expressed in the Securities Act and is, therefore, unenforceable. The
Company also maintains an insurance policy for directors and officers
insuring them against certain liabilities incurred by them in the
performances of their duties, including liabilities under the Securities
Act.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
The following are filed herewith as part of this Registration
Statement:
Exhibit No. Exhibit
----------- -------
5.1 Opinion of Kirkpatrick & Lockhart LLP as to the
legality of the securities being registered
23.1 Consent of Ernst & Young LLP
23.2 The consent of Kirkpatrick & Lockhart LLP to
the use of their opinion as an exhibit to this
Registration Statement is included in their
opinion filed herewith as Exhibit 5.1
24 Power of Attorney (see page 6)
Item 9. Undertakings.
(a) The undersigned registrant hereby undertakes:
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Page 5
(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 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.
Notwithstanding the foregoing, any increase or decrease
in volume of securities offered (if the total dollar
value of securities offered would not exceed that which
was registered) and any deviation from the low or high
end of the estimated maximum offering range may be
reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in the aggregate,
the changes in volume and price represent no more than a
20% change in the maximum aggregate offering price set
forth in the "Calculation of Registration Fee" table in
the effective 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 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 by the registrant pursuant to Section 13 or Section
15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the Registration Statement.
(2) That, for purposes 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
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 of 1933,
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Page 6
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.
(h) 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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Page 7
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 Rockville,
State of Maryland, on this 15th day of April, 1996.
MID ATLANTIC MEDICAL SERVICES, INC.
By: /s/ George T. Jochum
-----------------------
George T. Jochum,
Chairman, President and
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints George T. Jochum, Robert
E. Foss or Joseph L. Guarriello his or her attorney-in-fact, with the
power of substitution, for him or her in any and all capacities, to sign
any amendments to this Registration Statement on Form S-8, and to file
same, with exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission, hereby ratifying and
confirming all that said attorney-in-fact, or his or her substitute or
substitutes, may do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
Director April 15, 1996
------------------------
Francis C. Bruno M.D.
Director April 15, 1996
------------------------
John H. Cook, III, M.D.
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Signature Title Date
/s/ Stanley M. Dahlman Director April 15, 1996
------------------------
Stanley M. Dahlman, Ph. D.
Director April 15, 1996
------------------------
Peter L. Flaherty, Jr., M.D.
/s/ Robert E. Foss Executive Vice April 15, 1996
------------------------ President and Chief
Robert E. Foss Financial Officer
(Principal Financial
Officer)
Director April 15, 1996
------------------------
Walter Girardin
/s/ Mark D. Groban Director April 15, 1996
------------------------
Mark D. Groban, M.D.
/s/ Donald R. Hammett Director April 15, 1996
------------------------
Donald R. Hammett
/s/ George T. Jochum Director, Chairman, April 15, 1996
------------------------ President and Chief
George T. Jochum Executive Officer
(Principal Executive
Officer)
/s/ Creighton R. Schneck Director April 15, 1996
------------------------
Creighton R. Schneck
/s/ Stanley F. Smith Director April 15, 1996
------------------------
Stanley F. Smith, R.Ph.
/s/ Alfred Talamantes Director and Chief April 15, 1996
------------------------ Operating Officer
Alfred Talamantes
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Signature Title Date
/s/ James A. Wild Director April 15, 1996
------------------------
James A. Wild
/s/ Mary E. Shocklee Controller April 15, 1996
------------------------ (Principal
Mary E. Shocklee Accounting Officer)
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Page 10
EXHIBIT INDEX
The following exhibits are filed herewith as part of this
Registration Statement:
Sequential
Exhibit No. Description Page No.
----------- ----------- ----------
5.1 Opinion of Kirkpatrick & Lockhart LLP as to *
the legality of the securities being
registered
23.1 Consent of Ernst & Young LLP *
23.2 The consent of Kirkpatrick & Lockhart LLP to *
the use of their opinion as an exhibit to
this Registration Statement is included in
their opinion filed herewith as
Exhibit 5.1
24 Power of Attorney See page 6
* Filed herewith.
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Exhibit 5.1
KIRKPATRICK & LOCKHART LLP
1800 Massachusetts Avenue, N.W.
Washington, D.C. 20036-1800
(202) 778-9000
April 16, 1996
Mid Atlantic Medical Services, Inc.
4 Taft Court
Rockville, Maryland 20850
Re: Mid Atlantic Medical Services, Inc.
Registration Statement on Form S-8
----------------------------------
Ladies/Gentlemen:
We have acted as counsel to Mid Atlantic Medical Services, Inc.,
a Delaware corporation ("Corporation"), in connection with the preparation
and filing of the above-captioned Registration Statement on Form S-8
("Registration Statement") under the Securities Act of 1933, as amended,
covering non-qualified options ("Non-Qualified Options") to purchase
3,000,000 shares of Common Stock, $0.01 par value per share ("Common
Stock"), of the Corporation pursuant to the Corporation's 1996 Non-
Qualified Stock Option Plan.
We have examined copies of the Registration Statement, the
Prospectus forming a part thereof, the Certificate of Incorporation and
By-Laws of the Corporation, each as amended to date, the minutes of
various meetings and unanimous written consents of the Board of Directors
and the shareholders of the Corporation, and original, reproduced or
certified copies of such records of the Corporation and such agreements,
certificates of public officials, certificates of officers and
representatives of the Corporation and others, and such other documents,
papers, statutes and authorities as we deem necessary to form the basis of
the opinions hereinafter expressed. In such examination, we have assumed
the genuineness of all signatures and the conformity to original documents
of all documents supplied to us as copies. As to various questions of
fact material to such opinions, we have relied upon statements and
certificates of officers and representatives of the Corporation and
others.
Based on the foregoing, we are of the opinion that the
Non-Qualified Options will be duly and validly issued by the Corporation
and that each of the 3,000,000 shares of Common Stock, when issued upon
the exercise of a Non-Qualified Option and the payment of the exercise
price per share specified in such Non-Qualified Option, as contemplated in
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Mid Atlantic Medical Services, Inc.
April 15, 1996
Page 2
the Registration Statement, will be duly and validly issued by the
Corporation, fully paid and non-assessable.
We hereby consent to your filing a copy of this Opinion as an
exhibit to said Registration Statement.
Very truly yours,
KIRKPATRICK & LOCKHART LLP
By: /s/ Cary J. Meer
---------------------------
Cary J. Meer, Partner
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<PAGE>
Exhibit 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement
(Form S-8 to be filed on or about April 15, 1996) pertaining to the 1996
Nonqualified Stock Option Plan of Mid Atlantic Medical Services, Inc. of
our report dated February 23, 1996, with respect to the consolidated
financial statements and schedule of Mid Atlantic Medical Services, Inc.
included in the Annual Report (Form 10-K) for the year ended December 31,
1995 filed with the Securities and Exchange Commission
/s/ Ernst & Young LLP
_________________________
Ernst & Young LLP
Washington, D.C.
April 8, 1996
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