<PAGE> 1
As filed with the Securities and Exchange Commission
on June 30, 1995
Registration No. 33-______
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
CHILDREN'S COMPREHENSIVE SERVICES, INC.
(Exact name of registrant as specified in its charter)
TENNESSEE 62-1240866
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
805 SOUTH CHURCH STREET
MURFREESBORO, TENNESSEE 37130
(Address of principal executive offices) (Zip code)
1987 EMPLOYEE STOCK OPTION PLAN, AS AMENDED
(Full title of the plan)
DONALD B. WHITFIELD
VICE PRESIDENT - FINANCE, SECRETARY AND TREASURER
CHILDREN'S COMPREHENSIVE SERVICES, INC.
805 SOUTH CHURCH STREET
MURFREESBORO, TENNESSEE 37130
(Name and address of agent for service)
(615) 896-3100
(Telephone number, including area code, of agent for service)
Copy To:
LEIGH WALTON
BASS, BERRY & SIMS
2700 FIRST AMERICAN CENTER
NASHVILLE, TENNESSEE 37238
(615) 742-6200
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
- ----------------------------------------------------------------------------------------------------------------------
Proposed
maximum Proposed
Title of offering maximum Amount of
securities to Amount to be price per aggregate registration
be registered registered share (*) offering price (*) fee (*)
- ----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, 1,125,000 shares $2.375 $2,671,875 $921.34
$.01 par value
- ----------------------------------------------------------------------------------------------------------------------
</TABLE>
(*) Estimated solely for the purpose of determining the amount of the
registration fee. Such estimates have been calculated in accordance
with Rule 457(h) under the Securities Act of 1933, as amended, and are
based upon the average of the high and low prices per share of the
Registrant's Common Stock as reported on the Nasdaq National Market on
June 23, 1995.
Page 1 of 7 sequentially numbered pages.
Exhibit Index appears on sequential page 5.
<PAGE> 2
REGISTRATION OF ADDITIONAL SECURITIES
This Registration Statement is filed pursuant to General Instruction E
of Form S-8 for the purpose of registering additional shares of common stock,
$.01 par value, of Children's Comprehensive Services, Inc., a Tennessee
corporation (the "Registrant"), for the Registrant's 1987 Employee Stock Option
Plan, as amended.
INCORPORATION BY REFERENCE
OF EARLIER REGISTRATION STATEMENT
The Registration Statement on Form S-8 (Registration File No.
33-33499) previously filed by the Registrant with the Securities and Exchange
Commission on February 15, 1990 is hereby incorporated by reference herein.
ITEM 8. EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT NUMBER DESCRIPTION
- -------------- -----------
<S> <C>
5 Opinion of Bass, Berry & Sims
23.1 Consent of Ernst & Young LLP
23.2 Consent of Bass, Berry & Sims (included in Exhibit 5)
24 Power of Attorney (included on pages II-2 and II-3)
</TABLE>
II-1
<PAGE> 3
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 Murfreesboro, State of Tennessee, on this 29th
day of June, 1995.
CHILDREN'S COMPREHENSIVE SERVICES, INC.
By: /s/ William J Ballard
--------------------------------------
William J Ballard
Chairman of the Board, Chief Executive
Officer and President
KNOW ALL MEN BY THESE PRESENTS, each person whose signature appears
below hereby constitutes and appoints William J Ballard and Donald B.
Whitfield, and each of them, his true and lawful attorneys-in-fact and agents,
with full power of substitution and resubstitution, for him and in his name,
place and stead, in any and all capacities, to sign any and all amendments to
this registration statement, and to file the same, with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and agents full power
and authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents, or their substitute or substitutes, may
lawfully 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 date indicated.
<TABLE>
w<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ William J Ballard Chairman, Chief Executive June 29, 1995
---------------------------------------- Officer, President and Director
William J Ballard (Principal Executive Officer)
/s/ Amy S. Harrison Vice Chairman and Director June 29, 1995
----------------------------------------
Amy S. Harrison
/s/ Martha A. Petrey, Ph.D. Executive Vice President and June 29, 1995
--------------------------- Director
Martha A. Petrey, Ph.D.
</TABLE>
II-2
<PAGE> 4
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Donald B. Whitfield Vice President-Finance, Secretary June 29, 1995
---------------------------------------- and Treasurer (Principal
Donald B. Whitfield Financial and Accounting Officer)
/s/ Thomas B. Clark Director June 29, 1995
----------------------------------------
Thomas B. Clark
/s/ Joseph A. Fernandez, Ed.D. Director June 29, 1995
------------------------------
Joseph A. Fernandez, Ed.D.
/s/ David L. Warnock Director June 29, 1995
---------------------------------
David L. Warnock
</TABLE>
II-3
<PAGE> 5
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT NUMBER DESCRIPTION
- -------------- -----------
<S> <C>
5 Opinion of Bass, Berry & Sims
23.1 Consent of Ernst & Young LLP
23.2 Consent of Bass, Berry & Sims (included in Exhibit 5)
24 Power of Attorney (included on pages II-2 and II-3)
</TABLE>
<PAGE> 1
Exhibit 5
June 29, 1995
Children's Comprehensive Services, Inc.
805 South Church Street
Murfreesboro, Tennessee 37130
RE: Registration Statement on Form S-8
Ladies and Gentlemen:
We have acted as counsel to Children's Comprehensive Services, Inc., a
Tennessee corporation (the "Company") in the preparation of a Registration
Statement on Form S-8 (the "Registration Statement") relating to the Company's
1987 Employee Stock Option Plan (the "Plan") filed by the Company with the
Securities and Exchange Commission covering 1,125,000 shares of common stock,
$.01 par value (the "Common Stock"), of the Company issuable pursuant to the
Plan.
In so acting, we have examined and relied upon such records,
documents, and other instruments as in our judgment are necessary or
appropriate in order to express the opinion hereinafter set forth and have
assumed the genuineness of all signatures, the authenticity of all documents
submitted to us as originals, and the conformity to original documents of all
documents submitted to us as certified or photostatic copies.
Based on the foregoing, we are of the opinion that the Common Stock,
when issued pursuant to and in accordance with the Plan, will be duly and
validly issued, fully paid and non-assessable.
We hereby consent to the use of this opinion as an exhibit to the
Registration Statement.
Sincerely,
/s/ Bass, Berry & Sims
<PAGE> 1
Exhibit 23.1
Consent of Independent Auditors
We consent to the incorporation by reference in this Registration Statement
(Form S-8) dated June 29, 1995 pertaining to the 1987 Employee Stock Option
Plan, as amended, of Children's Comprehensive Services, Inc. of our report
dated May 15, 1995, with respect to the consolidated financial statements and
schedule of Children's Comprehensive Services, Inc. included in its Annual
Report (Form 10-K) for the year ended March 31, 1995, filed with the Securities
and Exchange Commission and incorporated by reference in Form S-8 No. 33-33499,
which is incorporated by reference in this Registration Statement.
ERNST & YOUNG LLP
Nashville, Tennessee
June 29, 1995
