As filed with the Securities and Exchange Commission on April 16, 1998
Registration No. 333-_______________
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)
1998 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, including area code, 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
<PAGE>
CALCULATION OF REGISTRATION FEE
<TABLE>
Proposed
Proposed maximum maximum Amount of
Title of securities Amount to be offering price per aggregate offering registration
to be registered registered share(1) price(1) fee
<S> <C> <C> <C> <C>
Options (2) 1,500,000
Common stock,
par value $0.01
per share 1,500,000 shares $11.84375 $17,765,625 $5,240.86
</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 13, 1998.
(2) The options to be registered hereunder are to be distributed by the
Registrant for no value. Accordingly, no separate registration fee is
required.
<PAGE>2
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, 1997 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; and
(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 ("SEC") 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 that 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 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 1998 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.
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. Description
5.1 Opinion of Kirkpatrick & Lockhart LLP as to the
legality of the securities being registered
23.1 Consent of Ernst & Young LLP
<PAGE>3
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 4)
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;
(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, 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.
<PAGE>4
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 Rockville, State of Maryland, on this 10th day of
April, 1998.
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
/s/ Thomas P. Barbera Director April 10, 1998
- ----------------------
Thomas P. Barbera
/s/Francis C. Bruno M.D. Director April 13, 1998
- ------------------------
Francis C. Bruno M.D.
/s/Stanley M.Dahlman,Ph.D. Director April 15, 1998
- --------------------------
Stanley M.Dahlman,Ph.D.
<PAGE>5
Director April __, 1998
----------------------
Peter L.Flaherty,Jr.M.D.
/s/ Robert E. Foss Executive Vice April 9, 1998
- ------------------ President and Chief
Robert E. Foss Financial Officer (Principal
Financial Officer)
Director April __, 1998
- --------------------
Walter Girardin
/s/ Mark D. Groban, M.D. Director April 9, 1998
- -----------------------
Mark D. Groban, M.D.
/s/George T. Jochum Director, Chairman, April 10, 1998
- ------------------- President and Chief
George T. Jochum Executive Officer (Principal
Executive Officer)
/s/John P. Mamana, M.D. Director April 10, 1998
- -----------------------
John P. Mamana, M.D.
Director April __, 1998
- -------------------------
William M. Mayer, M.D.
/s/Gretchen P. Murdza Director April 13, 1998
- ---------------------
Gretchen P. Murdza
/s/Mary E. Shocklee Controller (Principal April 9, 1998
- ------------------- Accounting Officer)
Mary E. Shocklee
/s/Creighton R. Schneck Director April 13, 1998
- --------------------
Creighton R. Schneck
/s/Alfred Talamantes Director and Chief April 13, 1998
- -------------------- Operating Officer
Alfred Talamantes
- -------------------- Director April __, 1998
James A. Wild
<PAGE>6
EXHIBIT INDEX
The following exhibits are filed herewith as part of this Registration
Statement:
Exhibit No. Description
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 4)
Kirkpatrick & Lockhart LLP
1800 Massachusetts
Avenue, N.W.
Second Floor
Washington, D.C. 20036-1800
Exhibit 5.1
April 15, 1998
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 1,500,000 shares of Common Stock,
$0.01 par value per share ("Common Stock"), of the Corporation pursuant to the
Corporation's 1998 Non-Qualified Stock Option Plan ("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 consent of the Board of Directors, 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, subject to receipt
of shareholder approval of the Plan at the Corporation's 1998 annual meeting of
shareholders, the Non-Qualified Options will be duly and validly issued by the
Corporation and that each of the 1,500,000 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 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,
/s/ KIRKPATRICK & LOCKHART LLP
KIRKPATRICK & LOCKHART LLP
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 16, 1998) pertaining to the 1998 Non-Qualified
Stock Option Plan of Mid Atlantic Medical Services, Inc. of our report dated
February 25, 1998, with respect to the consolidated financial statements and
schedule of Mid Atlantic Medical Services, Inc. included in its Annual Report
(Form 10-K) for the year ended December 31, 1997 filed with the Securities and
Exchange Commission.
/s/ Ernst & Young LLP
---------------------
Ernst & Young LLP
Washington, D.C.
April 14, 1998
