As filed with the Securities and Exchange Commission on December 6, 1999
Registration No. __________________
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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LABONE, INC.
(Exact name of registrant as specified in its charter)
Missouri 43-1039532
(State of incorporation) (I.R.S. Employer Identification Number)
LabOne, Inc.
10101 Renner Boulevard
Lenexa, Kansas 66219
(Address, including zip code, of principal executive offices)
LabOne, Inc. Profit Sharing 401(k) Plan
Gregg R. Sadler, Secretary
LabOne, Inc.
10101 Renner Boulevard
Lenexa, Kansas 66219
(Name and address of agent for service)
(913) 888-8397
(Telephone number, including area code, of agent for service)
Copy to:
Whitney F. Miller
Morrison & Hecker L.L.P.
2600 Grand Avenue
Kansas City, Missouri 64108
(816) 691-2600
The Exhibit Index begins on page 8.
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CALCULATION OF REGISTRATION FEE
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Title of Amount to Proposed Proposed Amount of
Securities be Maximum Maximum Registration
To be Registered Registered Offering Aggregate Fee
(1)(2) Price Per Offering
Share (3) Price
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Shares of Common 500,000 $7.22 $3,610,000 $953.04
Stock
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(1)In the event of a stock split, stock dividend, or similar transaction
involving the common stock of the Corporation (the "Shares"), the number of
Shares registered hereby shall automatically be increased to cover such
additional Shares as may be issued, in accordance with Rule 416(a) under the
Securities Act of 1933, as amended (the "Securities Act").
(2)In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
registration statement also covers an indeterminate amount of interests to be
offered or sold pursuant to the employee benefit plan described herein.
(3)Computed pursuant to Rule 457(h) under the Securities Act, based upon the
average of the high and low prices for the Shares as reported on the NASDAQ
National Market System as of the close of business on December 2, 1999 ($7.22
per share).
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information. *
Item 2. Registrant Information and Employee Plan Annual Information. *
*Omitted from this 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, 1998.
2. The LabOne, Inc. Profit Sharing Plan Annual Report on Form 11-K for
the year ended December 31, 1998, originally filed by LabOne, Inc.,
formerly a Delaware corporation, which merged into registrant
effective August 10, 1999. Registrant succeeded to all rights and
obligations of the former LabOne, Inc. under the plan by virtue of
the merger. The Form 11-K was refiled by the registrant on July 1,
1999.
3. All other reports filed by the registrant pursuant to Section 13(a)
or 15(d) of the Securities Exchange Act of 1934 since December 31,
1999.
4. The description of the registrant's Common Stock contained in the
Form 8-A/A Amendment filed September 7, 1999 to registrant's
registration statement on Form 8-A under 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 part hereof from the date of
filing of such documents.
Item 4. Description of Securities.
Not applicable.
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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 Morrison & Hecker L.L.P., 2600 Grand
Avenue, Kansas City, Missouri 64108. Mr. R. Dennis Wright, a member of such law,
is a director and stockholder of the registrant. As of August 12, 1999, Mr.
Wright owned 3,201 shares of common stock of the registrant and options to
purchase 13,715 shares at an exercise price of $9.875 per share and options to
purchase 8,285 shares at an exercise price of $11.125 per share.
Item 6. Indemnification of Directors and Officers.
The registrant is incorporated in Missouri. Under Section 351.355 of the
General and Business Corporation Law of Missouri, a corporation has the power,
under specified circumstances, to indemnify its directors, officers, employees
and agents in connection with actions, suits or proceedings brought against them
by a third party or in the right of the corporation, by reason of the fact that
they were or are such directors, officers, employees or agents, against expenses
incurred in any such action, suit or proceeding.
The registrant's Bylaws provide that directors and officers shall be
indemnified to the full extent permitted or authorized under Missouri law. The
registrant's Bylaws also provide that no director or officer shall be liable to
the registrant for any loss or expense suffered by it on account of actions or
omissions taken by him in such capacity if he (i) exercised the same degree of
care and skill as a prudent man would have exercised under the circumstances in
the conduct of his own affairs or (ii) took or omitted to take such action in
reliance upon the advice of counsel or upon statements made or information
furnished by directors, officers, employees or agents of the registrant which he
had no reasonable grounds to disbelieve.
Section 351.355 also permits such persons to seek indemnification under
any applicable bylaw, agreement, vote of stockholders or disinterested directors
or otherwise. Section 351.355 also permits a corporation to provide further
indemnity, in addition to that otherwise contemplated by such section, if
provided for in the Articles of Incorporation or a bylaw or agreement authorized
by a stockholder vote, provided that no such indemnification can be made for
conduct which is finally adjudged to have been knowingly fraudulent,
deliberately dishonest or willful misconduct.
The registrant has entered into Indemnification Agreements with its
directors and officers and the non-employee directors of LabOne under which it
has agreed to indemnify such persons against expenses, judgments and fines
incurred in connection with the defense or settlement of actions, suits or
proceedings brought against them by a third party or in the right of the
corporation, provided such persons' conduct is not finally adjudged to have been
knowingly fraudulent, deliberately dishonest or willful misconduct.
An Agreement and Plan of Merger between registrant and the former LabOne,
Inc. which is described in the registrant's registration statement under the
Securities Act of 1933, registration no. 333-76131, provides for certain
indemnification for officers and directors as well as for former officers and
directors of the registrant as described under "The Merger Agreement-
Indemnification" in the Joint Proxy Statement/Prospectus in the registration
statement.
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Section 351.355 also permits corporations to maintain insurance for
officers and directors against liabilities incurred while acting in such
capacities whether or not the corporation would be empowered to indemnify such
persons under this section. The registrant is authorized to purchase and
maintain insurance on behalf of any director, officer or 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 or employee of another corporation,
partnership, joint venture, trust or other enterprise, against any liability
asserted against such person or incurred by such person in any such capacity or
status, whether or not the registrant would have power to indemnify such person
against such liability. 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.
(3.1) Registrant's Articles of Incorporation, as amended and restated,
incorporated by reference from Appendix A, Exhibit B, of the
registrant's prospectus/joint proxy statement included in
registrant's registration statement on Form S-4 under the Securities
Act of 1933, registration no. 333-76131.
(3.2) Registrant's Bylaws, as amended and restated, incorporated by
reference from Appendix A, Exhibit C, of the registrant's
prospectus/joint proxy statement included in registrant's
registration statement on Form S-4 under the Securities Act of 1933,
registration no. 333-76131.
(4) Specimen certificate for shares of the registrant's common stock,
incorporated by reference from Exhibit (4) of the Form 8-A/A
amendment filed September 17, 1999 to registrant's registration
statement on Form 8-A under the Securities Exchange Act of 1934.
(23) Consent of independent certified public accountants. The consent of
Morrison & Hecker L.L.P. is contained in its opinion filed as Exhibit
5 hereto.
(24) Power of Attorney
In lieu of the opinion of counsel or determination letter required by Item
601(b)(5) of Regulation S-K, the registrant hereby undertakes to submit the plan
and any amendment thereto to the Internal Revenue Service ("IRS") in a timely
manner and has made or will make any changes required by the IRS in order to
qualify the plan.
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:
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(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 section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
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) 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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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 November 12, 1999.
LABONE, INC.
(Registrant)
By: /s/ Robert D. Thompson
--------------------------------------------
Robert D. Thompson
Executive Vice President, Chief
Operating Officer and Chief
Financial Officer
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.
By: */s/ W. Thomas Grant II By: */s/ Robert D. Thompson
----------------------------- --------------------------------
W. Thomas Grant II Robert D. Thompson
Title:Chairman of the Board, Title:Executive Vice
President, Chief Executive President, Chief Operating
Officer and Director Officer, Chief Financial
Officer and Director
By: */s/ Kurt E. Gruenbacher By: */s/ Joseph H. Brewer
----------------------------- --------------------------------
Kurt E. Gruenbacher Joseph J. Brewer
Title:Vice President - Finance, Title:Director
Chief Accounting Officer,
Treasurer and Assistant
Secretary
By: */s/ William D. Grant By: */s/ Richard A Rifkind
----------------------------- --------------------------------
William D. Grant Richard A. Rifkind
Title:Director Title:Director
By: */s/ Richard S. Schweiker By: */s/ James R. Seward
----------------------------- --------------------------------
Richard S. Schweiker James R. Seward
Title:Director Title:Director
By: */s/ John E. Walker By: */s/ R. Dennis Wright
----------------------------- --------------------------------
John E. Walker R. Dennis Wright
Title:Director Title:Director
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<PAGE>
By: */s/ Janet M. Stallmeyer By: */s/ Chester B. Vanatta
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Janet M. Stallmeyer Chester B. Vanatta
Title:Director Title:Director
*By: /s/ Gregg R. Sadler By: */s/ Peter C. Brown
----------------------------- --------------------------------
Gregg R. Sadler Peter C. Brown
Title:Attorney-in-fact Title:Director
The Plan. Pursuant to the requirements of the Securities Act of 1933, the
trustees (or other persons who administer the employee benefit plan) have duly
caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of New York, State of New
York, on November 12, 1999.
The Chase Manhattan Bank as Directed
Trustee for The LabOne, Inc. Profit Sharing
401(k)Plan
By: /s/ William J. Leahy
---------------------------------------------
Name: William J. Leahy
Title: Vice President
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<PAGE>
EXHIBIT INDEX
Exhibit Document Page No.
Number
(3.1) Registrant's Articles of Incorporation, as amended and
restated, incorporated by reference from Appendix A,
Exhibit B, of the registrant's prospectus/joint proxy
statement included in registrant's registration statement
on Form S-4 under the Securities Act of 1933, registration
no. 333-76131.
(3.2) Registrant's Bylaws, as amended and restated, incorporated
by reference from Appendix A, Exhibit C, of the registrant's
prospectus/joint proxy statement included in registrant's
registration statement on Form S-4 under the Securities Act
of 1933, registration no. 333-76131.
(4) Specimen certificate for shares of the registrant's common
stock, incorporated by reference from Exhibit (4) of the
Form 8-A/A amendment filed September 17, 1999 to registrant's
registration statement on Form 8-A under the Securities
Exchange Act of 1934.
(23) Consent of independent certified public accountants.
(24) Power of Attorney.
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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), with respect to the LabOne, Inc.Profit
Sharing 401(k) Plan, of our report dated March 8, 1999, relating to the
consolidated balance sheets of the Company and subsidiaries as of December 31,
1997 and 1998 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, 1998 which report appears in the December 31, 1998 annual report on
Form 10-K/A of LabOne, Inc. (formerly Lab Holdings, 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
November 12, 1999
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Exhibit (24)
POWER OF ATTORNEY
Each of the undersigned hereby appoints Gregg R. Sadler as
his or her attorney-in-fact, with full power to execute in the name
and on behalf of the undersigned Form S-8 Registration Statements to
be filed with the Securities and Exchange Commission for the purpose
of registering the Common Stock of LabOne, Inc. to be offered under
the LabOne, Inc. Stock Plan for Non-Employee Directors, the LabOne,
Inc. Profit Sharing 401(k) Plan, the LabOne, Inc. 1987 Long-Term
Incentive Plan and the LabOne, Inc. 1997 Long-Term Incentive Plan.
/s/W. Thomas Grant
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W. Thomas Grant, Chairman of the Board,
President, Chief Executive Officer and
Director
/s/Robert D. Thompson
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Robert D. Thompson, Executive Vice
President, Chief Operating Officer,
Chief Financial Officer and Director
/s/Kurt E. Gruenbacher
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Kurt E. Gruenbacher, Vice President - Chief
Finance, Chief Accounting Officer,
Treasurer and Assistant Secretary
/s/Joseph H. Brewer
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Joseph H. Brewer, Director
/s/William D. Grant
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William D. Grant, Director
/s/Richard A. Rifkind
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Richard A. Rifkind, Director
/s/Richard S. Schweiker
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Richard S. Schweiker, Director
/s/James R. Seward
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James R. Seward, Director
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/s/John E. Walker
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John E. Walker, Director
/s/R. Dennis Wright
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R. Dennis Wright, Director
/s/Janet M. Stallmeyer
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Janet M. Stallmeyer, Director
/s/Chester B. Vanatta
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Chester B. Vanatta, Director
/s/Peter C. Brown
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Peter C. Brown, Director
Date: November 12, 1999
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