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As filed with the Securities and Exchange Commission on May 17, 1999
Registration No 333-. _________
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
LAB HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
MISSOURI 43-1039532
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
5000 West 95th Street, Suite 260, Shawnee Mission, Kansas 66207
(913) 648-3600
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
LAB HOLDINGS, INC.
1997 DIRECTORS' STOCK OPTION PLAN
__________
John H. Calvert, Esq.
Lathrop & Gage L.C.
2345 Grand Boulevard, Suite 2800
Kansas City, Missouri 64108
(816) 460-5807
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
Copies to:
P. Anthony Jacobs
President and Chief Executive Officer
Lab Holdings, Inc.
5000 West 95th Street, Suite 260
Shawnee Mission, Kansas 66207
(913) 648-3600
CALCULATION OF REGISTRATION FEE
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Title of Proposed
Each Class of Proposed Maximum
Securities Maximum Aggregate Amount of
To Be Amount to be Offering Price Offering Registration
Registered Registered(1) Per Unit(2) Price(2) Fee
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Common Stock,
$1.00 par value......90,000 $14.50 $1,305,000 $363
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(1) Plus such additional amount which may result from plan adjustments,
stock splits, stock dividends or similar transactions with respect to
undistributed shares.
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(2) Pursuant to Rule 457(c) and (h), and solely for purposes of calculating
the registration fee, the proposed maximum offering price per share and
the proposed maximum aggregate offering price are based upon the
average of the high and low prices of the Common Stock of the
Registrant as reported by The NASDAQ Stock Market, Inc. on May 13,
1999.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
The information required by Part I is not being filed with the
Commission in accordance with the Note to Part I of Form S-8 and Rule 428.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference
This Registration Statement covers the offering of Common Stock of Lab
Holdings, Inc. (the "Company" or "Registrant") under the Lab Holdings, Inc.1997
Directors' Stock Option Plan. The Company hereby incorporates by reference the
following documents:
1. The Company's Annual Report on Form 10-K for the year ended
December 31, 1998;
2. All other reports filed by the Company pursuant to Section 13(a) or
15(d) of the Securities and Exchange Act of 1934 since the end of the fiscal
year covered by the Annual Report referred to above;
3. The description of the Company's Capital Stock contained in its
Registration Statement on Form 8-A under Section 12 of the Securities Exchange
Act of 1934, filed May 19, 1988; and
4. All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended,
prior to the filing of a post-effective amendment which indicates that all
securities offered have been sold or which deregisters all securities then
remaining unsold shall be deemed to be incorporated by reference into this
Registration Statement and to be a part hereof from the date of filing of such
documents.
Any statement contained herein or in a document all or a portion of
which is incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Registration Statement
to the extent that a statement contained herein or in any other subsequently
filed document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or amended, to constitute
a part of this Registration Statement.
Item 4. Description of Securities
Not Applicable.
Item 5. Interests of Named Experts and Counsel
Not Applicable.
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
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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
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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 of 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. 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 has entered into Indemnification Agreements with its
directors and officers and the nonemployee 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 Lab Holdings, Inc. and 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 former officers and
directors of the Registrant as described under "The Merger Agreement -
Indemnification" in the Joint Proxy Statement/Prospectus in the registration
statement.
The Registrant currently has directors and officers insurance that
insures directors and officers of the Registrant with respect to claims made for
alleged "wrongful acts" in their roles as directors or officers of the
Registrant and its subsidiaries. The insurance also insures the Registrant for
claims against the Registrant's directors or officers in situations in which the
Registrant has an obligation to defend and/or indemnify its directors and
officers.
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Item 7. Exemptions from Registration Claimed.
Not Applicable.
Item 8. Exhibits
(a) Exhibits are listed on the Exhibit Index to this Registration
Statement.
(b) Not Applicable. The Plan is not qualified under Section 401 of the
Internal Revenue Code.
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:
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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 the registration statement; and
(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 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 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 the 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.
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(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
Pursuant to 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 Kansas City, State of Missouri, on this 13 day of
May, 1999.
LAB HOLDINGS, INC.
By s/P. Anthony Jacobs
P. Anthony Jacobs, President and
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints P. Anthony Jacobs and Steven K. Fitzwater
and each of them, his true and lawful attorneys-in-fact and agents, with full
power of substitution and re-substitution, 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 all exhibits thereto, and other
documents in connection therewith, with the Securities & Exchange Commission,
granting unto said attorneys-in-fact and agents, and each of them, full power
and authority to do and perform each and every act and thing requisite or
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 any of them, or their or his
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 below by the following persons on behalf
of the Registrant in the capacities indicated on the dates indicated.
Name Title Date
s/P. Anthony Jacobs President, Chief Executive May 13, 1999
P. Anthony Jacobs Officer and Director
s/Steven K. Fitzwater Executive Vice President, Chief
Steven K. Fitzwater Operating and Financial Officer,
Treasurer, Secretary and
Director May 13, 1999
s/Linda K. McCoy Vice President and Chief May 13, 1999
Linda K. McCoy Accounting Officer
Director May __, 1999
Lan C. Bentsen
s/John H. Robinson, Jr. Director May 13, 1999
John H. Robinson, Jr.
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EXHIBIT INDEX
Exhibit
Number Description
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4(a) Copy of Lab Holdings, Inc. 1997 Directors' Stock Option Plan,
as amended (incorporated by reference to Exhibit 10.4 to the
Company's Report on Form 10- Q for the quarter ended September
30, 1998).
5 Opinion of Lathrop & Gage L.C. concerning the legality of the
securities being registered.
23(a) Consent of Lathrop & Gage L.C. (incorporated by reference to
Exhibit 5).
23(b) Consent of KPMG LLP.
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Exhibit 5
LATHROP & GAGE L.C.
LAW OFFICES
2345 Grand Boulevard 1050/40 Corporate Woods
Suite 2800 9401 Indian Creek Parkway
Kansas City, Missouri 64108-2684 Overland Park, Kansas 66210-2007
816-292-2000, Fax 816-292-2001 816-292-2000, Fax 913-451-0875
JOHN H. CALVERT
816-460-5807
[email protected]
May 13, 1999
Board of Directors
Lab Holdings, Inc.
5000 West 95th Street, Suite 260
Shawnee Mission, Kansas 66207
Gentlemen,
This relates to the legality of the shares of Common Stock of Lab
Holdings, Inc. to be distributed pursuant to the Lab Holdings, Inc. 1997
Directors' Stock Option Plan (the "Plan"), which shares of Common Stock you are
seeking to register with the Securities and Exchange Commission under the
provisions of the Securities Act of 1933, as amended on Form S-8 (the
"Registration Statement").
We have acted as counsel to the Company in connection with the adoption
of the Plan, the authorization and issuance of the Company's Common Stock and
the registration of shares of Common Stock of the Company under the Registration
Statement.
In rendering the opinions hereinafter expressed, we have examined and
relied upon such records, documents, instruments, certificates of public
officials, and certificates of officers of the Company, as we have deemed
appropriate, including the Registration Statement, the Plan, resolu tions
authorizing the Plan, and copies of the Articles of Incorporation and Bylaws of
the Company.
Our opinions below are limited to the matters expressly set forth in
this opinion letter, and no opinion is to be implied or may be inferred beyond
the matters expressly so stated.
We disclaim any obligation to update this opinion letter for events
occurring after the date of this opinion letter.
Our opinions below are limited to the effect of the laws of the state
of Missouri and the Federal laws of the United States. We express no opinion
with respect to the effect of the laws of any other jurisdiction on the
transactions contemplated by the Registration Statement or the Plan.
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May 13, 1999
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Based on the foregoing, it is our opinion that:
(1) the Plan has been duly adopted by the Board of Directors of the
Company; and
(2) if authorized but previously unissued shares of Common Stock of the
Company or issued shares of Common Stock that are held by the Company in its
treasury shall be issued by the Company pursuant to the Plan in accordance with
the terms thereof, and the said shares shall be distributed to the participants
in the Plan pursuant to the provisions thereof, the said shares of Common Stock
will be legally issued, validly outstanding, and fully paid and non-assessable.
We hereby consent to be named, in the Registration Statement, and
amendments thereto, by which the securities to be issued pursuant to the Plan
are registered with the Securities and Exchange Commission, and in any
prospectus relating to the Plan, as counsel for the Company who has passed upon
the legality of the securities registered thereby. We further consent to the
filing of this opinion as an exhibit to the registration statement.
Very truly yours,
LATHROP & GAGE L.C.
By: s/John H. Calvert
John H. Calvert
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KPMG
1000 Walnut, Suite 1600 Telephone 816-472-6480
P.O. Box 13127 Fax 816 556 9652
Kansas City, MO 64199
Exhibit 23(b)
ACCOUNTANTS' CONSENT
The Board of Directors of Lab Holdings, Inc.
We consent to the incorporation by reference in the Registration Statement
on Form S-8 being filed under the Securities Act of 1933 by Lab Holdings, Inc.
with respect to the Lab Holdings, Inc. 1997 Directors Stock Option Plan (the
"Plan"), to be used in registering shares of Lab Holdings, Inc. Common Stock, of
our report dated March 8, 1999, relating to the consolidated balance sheets of
Lab Holdings, Inc. as of December 31, 1998 and 1997, and the related
consolidated statements of operations, equity and cash flows and the related
schedule 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 of Lab
Holdings, Inc.
s/KPMG LLP
Kansas City, Missouri
May 14, 1999
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