SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
LABONE, INC.
(Exact name of registrant
as specified in its charter)
Delaware 48-0952323
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
10310 W. 84th Terrace
Lenexa, Kansas 66214
(Address of Principal Executive (Zip Code)
Offices)
LABONE, INC. LONG-TERM INCENTIVE PLAN
(Full title of plan)
Gregg R. Sadler
Secretary
LabOne, Inc.
10310 W. 84th Terrace
Lenexa, Kansas 66214
(Name and address of agent for service)
(913) 888-1770
(Telephone number, including area code, of agent for service)
<PAGE>
CALCULATION OF REGISTRATION FEE
<TABLE>
Proposed Proposed
maximum maximum
Title of Amount offering aggregate Amount of
securities to to be price offering registration
be registered registered per share price fee
<S> <C> <C> <C> <C>
Common Stock 350,000* $13.50** $4,725,000 $1,629.31
$.01 par
value per
share
</TABLE>
* Includes, pursuant to Rule 416, such indeterminable number
of additional shares of Common Stock as may be issued under anti-
dilution provisions.
** Estimated solely for purposes of calculating the
registration fee, pursuant to Rule 457(c), based upon the average
of the high and the low prices for the Common Stock as reported
on The Nasdaq Stock Market National Market System on May 8, 1995
($13.50 per share).
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.*
Item 2. Registrant Information and Employee Plan Annual
Information.*
*Information required by Part I to be contained in the
Section 10(a) prospectus is omitted from the
registration statement in accordance with the Note to
Part I of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference.
The following documents which have been filed by the
registrant with the Securities and Exchange Commission are
incorporated by reference in this Registration Statement:
1. The registrant's Annual Report on Form 10-K for
the year ended December 31, 1994.
2. All other reports filed by the registrant or the
Plan pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 since December 31, 1994.
3. Description of the registrant's Common Stock
contained in Form 8-A filed pursuant to Section 12 of the
Securities Exchange Act of 1934, and any subsequent amendment or
report filed for the purpose of updating such information.
In addition, all documents subsequently filed by the
registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Securities Exchange Act of 1934 and prior to the filing of a
post-effective amendment which indicates that all securities
offered hereunder have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be
incorporated by reference in this registration statement and to
be a part hereof from the date of filing of such documents.
Item 4. Description of Securities.
Not applicable.
<PAGE>
Item 5. Interests of Named Experts and Counsel.
Legal matters in connection with the Common Stock offered
hereby have been passed upon for the registrant by Hillix,
Brewer, Hoffhaus, Whittaker & Wright, L.L.C., 2420 Pershing Road,
Kansas City, Missouri 64108. Mr. R. Dennis Wright, a member of
such law firm and a member of its Executive Committee, is a
director and stockholder of the registrant. As of May 11, 1995,
Mr. Wright owned 2,017 shares of Common Stock of the registrant.
As of such date, Mr. Wright also held an option to purchase
13,715 shares of Common Stock of the registrant, dated January 2,
1991, at an option price of $9.875 per share, and an option to
purchase 8,285 shares of Common Stock of the registrant, dated
March 1, 1991, at an option price of $11.125 per share.
Item 6. Indemnification of Directors and Officers.
Section 8 of the registrant's By-laws provides that to the
full extent permitted and in the manner prescribed by Delaware
law (except for Section 145(f) of the General Corporation Law of
Delaware) as the same presently exists, the registrant shall
(a) 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, by reason of the fact that such
person is or was a director, officer, employee or agent of the
registrant or is or was serving at the request of the registrant
as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, against
expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement (except judgments, fines and amounts
paid in settlement in the case of an action or suit by or in the
right of the corporation) actually and reasonably incurred by
such person in connection with such action, suit or proceeding
and may (b) pay expenses incurred by any officer or director in
defending a civil or criminal action, suit or proceeding in
advance of the final disposition of such action, suit or
proceeding upon receipt of an undertaking by or on behalf of such
director or officer to repay such amount if it shall ultimately
be determined that he is not entitled to be indemnified by the
registrant as authorized in Section 8.
Directors who are not employees of the registrant are also
parties to indemnification agreements with Seafield Capital
Corporation ("Seafield"), which owns a majority of the
registrant's outstanding common stock, pursuant to which the non-
employee directors (a) are indemnified by Seafield against all
expenses, judgments and fines incurred by them in connection with
the defense or settlement of any proceeding in which they may
have been involved by reason of the fact that they were acting as
non-employee directors of the registrant, and (b) are entitled to
reimbursement of expenses in advance from Seafield upon
undertaking to repay the same unless it shall ultimately be
determined that such directors are entitled to indemnification.
Seafield is not obligated under the agreements to indemnify any
non-employee director in connection with any expense, judgment or
fine paid to the non-employee director under an insurance policy
or any other indemnification provision or agreement.
The registrant is authorized to purchase and maintain
insurance on behalf of any officer, director, employee, trustee
or agent of the registrant or any person who is or was serving at
the request of the registrant as a director, officer, employee,
partner (general or limited), trustee or agent of another
enterprise against any liability asserted against such person or
incurred by such person in any such capacity or status. The
registrant currently maintains directors' and officers' liability
insurance to insure its directors and officers against certain
liabilities incurred in their capacities as such.
Item 7. Exemption from Registration Claimed
Not applicable.
Item 8. Exhibits.
(4-I) Specimen Certificate for shares of the registrant's
Common Stock, incorporated by reference from Exhibit
(4-I) of the registrant's Registration Statement on
Form S-8, Registration No. 33-86232, filed with the
Commission on November 15, 1994.
(4-II) Articles IV and IX of the registrant's Certificate of
Incorporation, incorporated by reference from Exhibit
(3)a to the registrant's Annual Report on Form 10-K,
dated March 28, 1988, filed with the Commission for the
year ended December 31, 1987.
(4-III) Sections 2, 3, 4, 7, 9 and 11 of the registrant's By-
Laws, incorporated by reference from Exhibit (3)b to
the registrant's Annual Report on Form 10-K, dated
March 28, 1988, filed with the Commission for the year
ended December 31, 1987.
(5) Opinion of Hillix, Brewer, Hoffhaus, Whittaker &
Wright, L.L.C.
(23) Consent of independent certified public accountants.
The consent of Hillix, Brewer, Hoffhaus, Whittaker &
Wright, L.L.C. is contained in its opinion filed as
Exhibit (5) hereto.
(99-I) Section 8 of the registrant's By-laws, incorporated by
reference from Exhibit (3)b to the registrant's Annual
Report on Form 10-K, dated March 28, 1988, filed with
the Commission for the year ended December 31, 1987.
Item 9. Undertakings.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or
sales are being made of the securities registered hereby, 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 this registration statement;
(iii) To include any material information with
respect to 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 the undertakings set forth in paragraphs
(1)(i) and (ii) above do not apply if the registration statement
is on 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 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 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 further 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 (and, where applicable, each
filing of an employee benefit plan's annual report pursuant to
securities offered therein, 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 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.
SIGNATURES
The Registrant. 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 Lenexa,
State of Kansas, on May 11, 1995.
LABONE, INC.
(Registrant)
By:/s/Bert H. Hood
Bert H. Hood
Chairman of the Board
of Directors, President
and Chief Executive Officer
<PAGE>
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/Bert H. Hood Chairman of the May 11, 1995
Bert H. Hood Board of Directors,
President, Chief
Executive Officer
and Director
/s/Robert D. Thompson Executive Vice May 11, 1995
Robert D. Thompson President - Finance,
Chief Financial
Officer and Treasurer
/s/Kurt E. Gruenbacher Corporate Controller May 11, 1995
Kurt E. Gruenbacher
/s/Giorgio Balzer Director May 11, 1995
Giorgio Balzer
/s/Joseph H. Brewer, M.D. Director May 11, 1995
Joseph H. Brewer, M.D.
/s/William D. Grant Director May 11, 1995
William D. Grant
/s/W. Thomas Grant II Director May 11, 1995
W. Thomas Grant II
/s/P. Anthony Jacobs Director May 11, 1995
P. Anthony Jacobs
/s/Neal L. Patterson Director May 11, 1995
Neal L. Patterson
/s/Richard A. Rifkind, M.D. Director May 11, 1995
Richard A. Rifkind, M.D.
/s/Gregg R. Sadler Director May 11, 1995
Gregg R. Sadler
/s/Richard S. Schweiker Director May 11, 1995
Richard S. Schweiker
/s/James R. Seward Director May 11, 1995
James R. Seward
/s/John E. Walker Director May 11, 1995
John E. Walker
/s/R. Dennis Wright Director May 11, 1995
R. Dennis Wright
<PAGE>
Exhibit
Number Document
(4-I) Specimen Certificate for shares of the registrant's
Common Stock, incorporated by reference from Exhibit
(4-I) of the registrant's Registration Statement on
Form S-8, Registration No. 33-86232, filed with the
Commission on November 15, 1994.
(4-II) Articles IV and IX of the registrant's Certificate of
Incorporation, incorporated by reference from Exhibit
(3)a to the registrant's Annual Report on Form 10-K,
dated March 28, 1988, filed with the Commission for the
year ended December 31, 1987.
(4-III) Sections 2, 3, 4, 7, 9 and 11 of the registrant's By-
Laws, incorporated by reference from Exhibit (3)b to
the registrant's Annual Report on Form 10-K, dated
March 28, 1988, filed with the Commission for the year
ended December 31, 1987.
(5) Opinion of Hillix, Brewer, Hoffhaus, Whittaker
& Wright, L.L.C.
(23) Consent of independent certified public accountants.
The consent of Hillix, Brewer, Hoffhaus, Whittaker
& Wright, L.L.C. is contained in its opinion filed as
Exhibit (5) hereto.
(99-I) Section 8 of the registrant's By-laws, incorporated by
reference from Exhibit (3)b to the registrant's Annual
Report on Form 10-K, dated March 28, 1988, filed with
the Commission for the year ended December 31, 1987.
- -137621
Exhibit 5
May 11, 1995
LabOne, Inc.
10310 West 84th Terrace
Lenexa, Kansas 66214
Gentlemen:
We refer to the Registration Statement of LabOne, Inc. (the
"Company") on Form S-8, dated May 11, 1995, to be filed with the
Securities and Exchange Commission for the purpose of registering
under the Securities Act of 1933, as amended, 350,000 additional
shares of Common Stock of the Company to be offered under the LabOne,
Inc. Long-Term Incentive Plan, as amended (the "Plan").
We have examined the Certificate of Incorporation of the
Company, its By-laws, the minutes of the meetings of its Board of
Directors and stockholders, and other Company records pertaining to
this opinion which we have deemed relevant. Based upon this
examination, it is our opinion that all necessary corporate action
has been taken to authorize the issuance and sale of 350,000
additional shares of Common Stock under the Plan for the
consideration set forth in the Plan and, upon the issuance and sale
of said 350,000 shares for such consideration, said shares will be
legally issued, fully paid and non-assessable.
We hereby consent to the reference to us under the heading
"Legal Opinion" in the Prospectus which constitutes a part of the
Registration Statement and also consent to the inclusion of this
opinion in the Registration Statement as Exhibit (5) thereto.
Very truly yours,
HILLIX, BREWER, HOFFHAUS,
WHITTAKER & WRIGHT, L.L.C.
/s/Whitney F. Miller
Whitney F. Miller
WFM:jb
Exhibit (23)
INDEPENDENT ACCOUNTANTS' CONSENT
The Board of Directors
LabOne, Inc.
We consent to incorporation by reference in the Registration Statement on
Form S-8 of LabOne, Inc. (the Company), dated May 11, 1995, of our report
dated February 3, 1995, except as to footnote 13, which is dated as of
February 10, 1995, relating to the consolidated balance sheets of the
Company and subsidiaries as of December 31, 1994 and 1993 and the related
consolidated statements of earnings, stockholders' equity and cash flows
for each of the years in the three-year period ended December 31, 1994
which report appears in the December 31, 1994 annual report on Form 10-K
of LabOne, Inc. We also consent to the reference to our firm under the
heading "Experts" in the Prospectus.
/s/KPMG PEAT MARWICK, L.L.P.
Kansas City, Missouri
May 11, 1995
