As filed with the Securities and Exchange Commission on March 29, 2000
Registration No. 333-_______________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF
1933
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Mid Atlantic Medical Services, Inc.
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(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
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(Address of principal executive offices) (zip code)
2000 Non-Qualified Stock Option Plan
------------------------------------
(Full title of plan)
Sharon C. Pavlos
Mid Atlantic Medical Services, Inc.
4 Taft Court
Rockville, Maryland 20850
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(Name and address of agent for service)
(301) 251-4075
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(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>
<CAPTION>
<S> <C> <C> <C> <C>
Proposed
Proposed maximum maximum Amount of
Title of securities Amount to be offering price aggregate offering registration
to be registered registered per share(1) price(1) fee
- ---------------- ------------ ---------------- ------------------ ------------
Options (2) 2,000,000
Common stock,
par value $0.01
per share 2,000,000 shares $9.375 $18,750,000 $4,950
</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 March 24, 2000.
(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>
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, 1999 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 2000 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
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<PAGE>
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
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:
(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
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<PAGE>
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.
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<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 Rockville, State of Maryland, on this 15th day of
February, 2000.
MID ATLANTIC MEDICAL SERVICES, INC.
By: /s/ Thomas P. Barbera
---------------------
Thomas P. Barbera,
President and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Thomas P. Barbera, Mark D. Groban, M.D.,
Robert E. Foss or Sharon C. Pavlos 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.
<TABLE>
<CAPTION>
<S> <C> <C>
Signature Title Date
/s/ Thomas P. Barbera Director, President and February 15, 2000
- --------------------- Chief Executive Officer
Thomas P. Barbera (Principal Executive
Officer)
/s/ Francis C. Bruno, M.D. Director February 15, 2000
- -------------------------
Francis C. Bruno, M.D.
- ----------------------- Director February __, 2000
John H. Cook, III, M.D.
/s/ Raymond H. Cypess, D.V.M., Ph.D. Director February 15, 2000
- -----------------------------------
Raymond H. Cypess, D.V.M., Ph.D.
</TABLE>
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<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C>
- -------------------------- Director, Senior February __, 2000
Robert E. Foss Executive Vice President
and Chief Financial
Officer (Principal
Financial Officer)
/s/ Mark D. Groban, M.D. Director and Chairman of February 15, 2000
- -------------------------- the Board
Mark D. Groban, M.D.
/s/ John P. Mamana, M.D. Director February 15, 2000
- --------------------------
John P. Mamana, M.D.
/s/ William M. Mayer, M.D. Director February 15, 2000
- --------------------------
William M. Mayer, M.D.
/s/ Edward J. Muhl Director February 15, 2000
- --------------------------
Edward J. Muhl
/s/ Gretchen P. Murdza Director February 15, 2000
- --------------------------
Gretchen P. Murdza
/s/ Christopher E. Mackail Senior Vice President February 15, 2000
- -------------------------- and Controller
Christopher E. Mackail (Principal Accounting
Officer)
/s/ Janet L. Norwood Director February 15, 2000
- --------------------------
Janet L. Norwood
/s/ John A. Paganelli Director February 15, 2000
- --------------------------
John A. Paganelli
- -------------------------- Director February __, 2000
Ivan R. Sabel
/s/ James A. Wild Director February 15, 2000
- --------------------------
James A. Wild
</TABLE>
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<PAGE>
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 6)
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-----------------------------
KIRKPATRICK & LOCKHART LLP
-------------------------------
1800 MASSACHUSETTS AVENUE, N.W.
2ND FLOOR
WASHINGTON, D.C. 20036-1800
TELEPHONE (202) 778-9000
FACSIMILE (202) 778-9100
www.kl.com
March 23, 2000
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 2,000,000 shares of Common Stock,
$0.01 par value per share ("Common Stock"), of the Corporation pursuant to the
Corporation's 2000 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 the
resolutions 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.
<PAGE>
Mid Atlantic Medical Services, Inc.
March 23, 2000
Page 2
Based on the foregoing, we are of the opinion that, subject to receipt of
shareholder approval of the Plan at the Corporation's 2000 annual meeting of
shareholders, the Non-Qualified Options will be duly and validly issued by the
Corporation and each of the 2,000,000 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 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
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement
(Form S-8 to be filed on or about March 29, 2000) pertaining to the 2000
Non-Qualified Stock Option Plan of Mid Atlantic Medical Services, Inc. of
our report dated February 14, 2000 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,
1999 filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
Ernst & Young LLP
McLean, Virginia
March 28, 2000
