<PAGE> 1
As filed with the Securities and Exchange Commission
on March 13, 1998
Registration No. 333-
- ------------------------------------------------------------------------------
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
---------
(State or other jurisdiction of incorporation or organization)
62-1240866
----------
(I.R.S. employer identification no.)
3401 WEST END AVENUE, SUITE 500
NASHVILLE, TENNESSEE 37203-1070
-------------------------------
(Address of principal executive offices)
CHILDREN'S COMPREHENSIVE SERVICES, INC.
1997 STOCK INCENTIVE PLAN
-------------------------
(Full title of the plan)
DONALD B. WHITFIELD
VICE PRESIDENT OF FINANCE
3401 WEST END AVENUE, SUITE 500
NASHVILLE, TENNESSEE 37203-1070
-------------------------------
(Name and address of agent for service)
(615) 383-0376
--------------
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------
PROPOSED
PROPOSED MAXIMUM
TITLE OF SECURITIES AMOUNT TO BE MAXIMUM OFFERING AGGREGATE OFFERING AMOUNT OF
TO BE REGISTERED REGISTERED (1) PRICE PER SHARE(2) PRICE REGISTRATION FEE
- ---------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
COMMON STOCK, 1,000,000 SHARE ($18.31) ($18,310,000) ($5,402)
$0.01 PAR VALUE
- ---------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) This figure represents the aggregate number of shares of Common Stock being
registered hereby for purchase by employees and outside directors under the
Children's Comprehensive Services, Inc. 1997 Stock Incentive Plan (the "Plan").
There are also registered an undetermined number of additional shares of Common
Stock that may become available for purchase in accordance with the provisions
of the Plan in the event of certain changes in the outstanding shares of Common
Stock of the Company such as a stock dividend or stock split or a change in
corporate structure such as a merger, reorganization, consolidation or
recapitalization.
(2) Estimated solely for purposes of calculating the registration fee and based
on, pursuant to Rule 457(h)(1) and 457(c), the average of the high and low
prices as reported on NASDAQ as of March 9, 1998, of the shares of Common Stock
of Children's Comprehensive Services, Inc. being registered.
<PAGE> 2
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by Children's Comprehensive Services,
Inc. (the "Registrant") with the Securities and Exchange Commission pursuant to
the Securities Exchange Act of 1934 (the "Exchange Act") are hereby incorporated
by reference as of their respective dates:
(1) The Registrant's Annual Report on Form 10-K for the fiscal
year ended June 30, 1997;
(2) The Registrant's Quarterly Reports on Form 10-Q for the fiscal
quarters ended September 30, 1997 and December 31, 1997;
(3) The Registrant's Current Report on Form 8-K filed June 2,
1997, as amended by Form 8-KA filed August 18, 1997; and
(4) The description of the Registrant's Common Stock contained in
the Registration Statement on Form 10 dated August 28, 1987,
as amended or updated pursuant to the Exchange Act.
All documents filed by the Registrant pursuant to Section 13(a), 13(c),
14, or 15(d) of the Exchange Act after the date hereof and prior to the filing
of a post-effective amendment to this Registration Statement which indicates
that all securities offered hereby have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated by
reference herein and to be a part hereof from the date of filing of such
documents. Any statements contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or replaced for
purposes hereof to the extent that a statement contained herein (or in any other
subsequently filed document which also is incorporated or deemed to be
incorporated by reference herein) modifies or replaces such statement. Any
statement so modified or replaced shall not be deemed, except as so modified or
replaced, to constitute a part hereof.
Item 4. Description of Securities.
Inapplicable.
Item 5. Interests of Named Experts and Counsel.
Inapplicable.
Item 6. Indemnification of Directors and Officers.
The Tennessee Business Corporation Act ("TBCA") provides that a
corporation may indemnify any director or officer against liability incurred in
connection with a proceeding if (i) the director or officer acted in good faith,
(ii) the director or officer reasonably believed, in the case of conduct in his
or her official capacity with the corporation, that such conduct was in the
corporation's best interest, or, in all other cases, that his or her conduct was
not opposed to the best interest of the corporation, and (iii) in connection
with any criminal proceeding, the director of officer had no reasonable cause to
believe that his or her conduct was unlawful. In actions brought by or in the
right of the corporation, however, the TBCA provides that no indemnification may
be made if such director or officer is adjudged to be liable to the corporation.
Similarly, the TBCA prohibits indemnification in connection with any proceeding
charging improper personal benefit to a director or officer if such director or
officer is adjudged liable on the basis that a personal benefit was improperly
received. In cases where the director or officer is wholly successful, on the
merits or otherwise, in the defense of any proceeding instigated because of his
or her status as a director or officer of a corporation, the TBCA mandates that
the corporation indemnify the director or officer against reasonable expenses
incurred in the proceeding. Notwithstanding the foregoing, the TBCA provides
that a court of competent jurisdiction, upon application, may order that a
director or officer be indemnified for reasonable expenses if, in consideration
of all relevant circumstances, the court determines that such individual is
fairly and reasonably entitled to indemnification, whether or not the standard
of conduct set forth above was met.
According to the Company's Restated Charter, to the fullest extent
permitted by applicable law, no director of the Company shall be personally
liable to the Company or its shareholders for monetary damages for any breach of
fiduciary duty as a director, provided, however, that a director shall be so
liable, to the extent provided by applicable law,
<PAGE> 3
(i) for breach of the director's duty of loyalty to the Company or its
shareholders, (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of laws, or (iii) pursuant to
Section 48-8-304 of the TBCA when and if enacted.
With respect to any threatened, pending or completed action, suit or
proceeding (whether civil, criminal, administrative or investigative), other
than an action by or in the right of the Company, the Company's Bylaws require
the Company to indemnify any person who was (or is) made (or threatened to be
made) a party to such an action, suit or proceeding by reason of the fact that
such person is or was a director, officer, employee or agent of the Company (or
is or was serving in such capacity for another entity at the request of the
Company). Indemnification must be provided for amounts actually and reasonably
incurred by such person in connection with the action, suit or proceeding to the
extent the amounts incurred represent expenses (including attorneys' fees),
judgments, fines or amounts paid in settlement, but only if and to the extent
the person to be indemnified acted in good faith and in a manner he or she
reasonably believed to be in (or not opposed to) the best interests of the
Company (and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his or her conduct was unlawful).
With respect to any action or suit by or in the right of the Company,
the Bylaws require indemnification similar to that described above (with the
same good faith and reasonable belief limitations) for expenses (including
attorneys' fees) actually and reasonably incurred by the person in connection
with the defense or settlement of the action or suit, except that no
indemnification shall be provided with respect to any matter as to which such
person is adjudged to be liable for negligence or misconduct in the performance
of his or her duty to the Company unless, and only to the extent that, the court
in which such action or suit was brought determines upon application that,
despite the adjudication of liability, but in view of all the circumstances of
the case, such person fairly and reasonably is entitled to indemnity for those
expenses that the court deems proper.
If and to the extent a person to be indemnified under the provisions
described in the preceding paragraphs is successful on the merits or otherwise
in defense of the relevant action, suit or proceeding, the indemnification
described above will be provided, notwithstanding any limitations that would
otherwise apply. However, in no case will indemnification be provided in a
specific case (unless ordered by a court) unless and until such indemnification
is specifically authorized after a determination that the person to be
indemnified met the applicable standard of conduct, which determination shall be
made either by a majority vote of a quorum of those directors of the Company who
are not parties to the relevant action, suit or proceeding or, if such a quorum
is not obtainable (or even if obtainable, a quorum of disinterested directors so
directs), by independent legal counsel in a written opinion or by the
shareholders of the Company.
The Bylaws permit the Company to pay any amounts representing expenses
incurred by any person to be indemnified by the Company under the provisions
described above in advance of the final disposition of the relevant action, suit
or proceeding, if and to the extent such advance payment is specifically
authorized by the Board of Directors on a case by case basis, upon receipt of an
undertaking by or on behalf of the person to be indemnified to repay such
amounts unless it shall ultimately be determined that such person is entitled to
indemnification by the Company for such expenses.
The Bylaws also authorize the Board of Directors of the Company to
purchase and maintain insurance on behalf of any person who is or was a
director, officer, employee or agent of the Company (or is or was serving in
such capacity for another entity at the request of the Company) against any
liability asserted against and incurred by such person in such capacity, whether
or not the Company would have the power to indemnify such person against such
liability under the indemnification provisions of the Bylaws.
The Registrant has in effect a directors' and officers' liability
insurance policy which provides coverage for its directors and officers. Under
this policy, the insurer agrees to pay, subject to certain exclusions, for any
claim made against a director or officer for a wrongful act by such director or
officer, but only if and to the extent such director or officer becomes legally
obligated to pay such claim. Under the policy, the insurer also agrees to pay,
in certain cases, for the defense of any claim made against a director or
officer for a wrongful act by such director or officer.
Item 7. Exemption from Registration Claimed.
Inapplicable.
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Item 8. Exhibits
Exhibit 4.1 Children's Comprehensive Services, Inc. 1997 Stock
Incentive Plan (incorporated herein by reference from
Registrant's Form 10-K for the fiscal year ended June
30, 1997, dated September 29, 1997 (File No. 0-16162))
Exhibit 5.1 Opinion of Bass, Berry & Sims PLC
Exhibit 23.1 Consent of Bass, Berry & Sims PLC (included in Exhibit
5.1)
Exhibit 23.2 Consent of Ernst & Young LLP, Independent Auditors
Exhibit 24.1 Power of Attorney (included on signature page to this
Registration Statement)
Item 9. Undertakings.
A. The 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, as amended (the "Securities Act");
(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;
(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
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the Registrant pursuant to Section 13 or 15(d) of the Exchange Act
that are incorporated by reference in the Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, 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 Registrant hereby undertakes that, for purposes of determining
any liability under the Securities Act, each filing of the Registrant's annual
report pursuant to Section 13(a) or 15(d) of the Exchange Act 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.
C. The undersigned registrant hereby undertakes to deliver or cause to
be delivered with the prospectus, to each person to whom the prospectus is sent
or given, the latest annual report, to security holders that is incorporated by
reference in the prospectus and furnished pursuant to and meeting the
requirements of Rule 14a-3 or Rule 14c-3 under the Securities Exchange Act of
1934; and, where interim financial information required to be presented by
Article 3 of Regulation S-X is not set forth in the prospectus, to deliver, or
cause to be delivered to each person to whom the prospectus is sent or given,
the latest quarterly report that is specifically incorporated by reference in
the prospectus to provide such interim financial information.
D. Insofar as indemnification for liabilities arising under the
Securities Act 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
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as expressed in the Securities 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
Securities Act and will be governed by the final adjudication of such issue.
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<PAGE> 6
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 Nashville, State of Tennessee, on the 13th day
of March, 1998.
CHILDREN'S COMPREHENSIVE SERVICES, INC.
By: /s/ William J Ballard
------------------------------------------
William J Ballard
Chairman and Chief Executive Officer
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 dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ William J Ballard Chairman, Chief Executive March 13, 1998
- --------------------------------------- Officer and Director
William J Ballard
/s/ Amy S. Harrison Vice-Chairman, President and March 13, 1998
- --------------------------------------- Director
Amy S. Harrison
/s/ Martha A. Petrey Executive Vice President and March 13, 1998
- --------------------------------------- Director
Martha A Petrey, Pd.D.
/s/ Stephen H. Norris Executive Vice President March 13, 1998
- ---------------------------------------
Stephen H. Norris
/s/ H. Neil Campbell Executive Vice President March 13, 1998
- ---------------------------------------
H. Neil Campbell
/s/ Donald B. Whitfield Vice President - Finance and March 13, 1998
- --------------------------------------- Chief Financial Officer
Donald B. Whitfield
</TABLE>
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<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ John C. Edmunds Vice President, Secretary and March 13, 1998
- ---------------------------------------- Treasurer
John C. Edmunds
/s/ Thomas B. Clark Director March 13, 1998
- ----------------------------------------
Thomas B. Clark
/s/ Joseph A. Fernandez Director March 13, 1998
- ----------------------------------------
Joseph A. Fernandez, Ed.D.
/s/ David L. Warnock Director March 13, 1998
- ----------------------------------------
David L. Warnock
</TABLE>
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<PAGE> 8
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
Number Description
------ -----------
<S> <C>
4.1 Children's Comprehensive Services, Inc. 1997 Stock Incentive Plan (incorporated herein by
reference from Registrant's 10-K for the fiscal year ended June 30, 1997, dated September 29,
1997 (File No. 0-16162))
5.1 Opinion of Bass, Berry & Sims PLC
23.1 Consent of Bass, Berry & Sims PLC (included in Exhibit 5.1)
23.2 Consent of Ernst & Young LLP, Independent Auditors
24.1 Power of Attorney (included on signature page to this Registration Statement)
</TABLE>
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<PAGE> 1
B A S S, B E R R Y & S I M S P L C
A PROFESSIONAL LIMITED LIABILITY COMPANY
ATTORNEYS AT LAW
2700 FIRST AMERICAN CENTER 1700 RIVERVIEW TOWER
NASHVILLE, TENNESSEE 37238-2700 POST OFFICE BOX 1509
TELEPHONE (615) 742-6200 KNOXVILLE, TENNESSEE 37901-1509
TELECOPIER (615) 742-6293 TELEPHONE (423) 521-6200
TELECOPIER (423) 521-6234
March 13, 1998
Children's Comprehensive Services, Inc.
3401 West End Avenue
Suite 500
Nashville, TN 37203-1070
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
We have acted as your counsel in the preparation of a Registration
Statement on Form S-8 (the "Registration Statement") relating to the Company's
1997 Stock Incentive Plan (the "Plan") filed by you with the Securities and
Exchange Commission covering 1,000,000 shares (the "Shares") of common stock,
par value $0.01 per share, 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 opinions 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 Shares, when
issued pursuant to and in accordance with the Plan, will be validly issued,
fully paid, and nonassessable.
We hereby consent to the use of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ BASS, BERRY & SIMS PLC
------------------------------
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<PAGE> 1
EXHIBIT 23.2
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement on
Form S-8 pertaining to the 1997 Stock Incentive Plan of Children's
Comprehensive Services, Inc., of our report dated August 13, 1997, with
respect to the consolidated financial statements and schedule of Children's
Comprehensive Services, Inc. and subsidiaries included in its Annual Report
(Form 10-K) for the year ended June 30, 1997, filed with the Securities and
Exchange Commission.
Ernst & Young LLP
Nashville, Tennessee
March 10, 1998
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