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As filed with the Securities and Exchange Commission on December 5, 1997
REGISTRATION NO. 333-________
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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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HEALTHCARE RECOVERIES, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 61-1141758
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1400 WATTERSON TOWER
LOUISVILLE, KENTUCKY 40218
(Address, including zip code, of registrant's principal executive offices)
HEALTHCARE RECOVERIES, INC. NON-QUALIFIED STOCK OPTION PLAN FOR
ELIGIBLE EMPLOYEES
(Full title of plan)
PATRICK B. MCGINNIS
CHAIRMAN AND CHIEF EXECUTIVE OFFICER
1400 WATTERSON TOWER
LOUISVILLE, KENTUCKY 40218
(502) 454-1340
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
COPIES TO:
WILLIAM R. SPALDING DOUGLAS R. SHARPS
KING & SPALDING EXECUTIVE VICE PRESIDENT - FINANCE
191 PEACHTREE STREET AND ADMINISTRATION,
ATLANTA, GEORGIA 30303-1763 CHIEF FINANCIAL OFFICER AND SECRETARY
(404) 572-4600 HEALTHCARE RECOVERIES, INC.
1400 WATTERSON TOWER
LOUISVILLE, KENTUCKY 40218
(502) 454-1340
CALCULATION OF REGISTRATION FEE
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<CAPTION>
=====================================================================================================================
Proposed Maximum Proposed Maximum
Amount to Offering Price Per Aggregate Offering Amount of
Title of Securities to be Registered be Registered Share(1) Price(1) Registration Fee
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<S> <C> <C> <C> <C>
Common Stock, par value $.001 per share........ 700,000 $ 20.375 $ 14,262,500 $ 4,207.43
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</TABLE>
(1) Estimated solely for the purpose of computing the registration fee
pursuant to Rule 457(h) on the basis of the high and low prices of
Common Stock of Healthcare Recoveries, Inc. on December 3, 1997.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference.
The following documents previously filed by the Registrant with the
Securities and Exchange Commission (the "Commission") are incorporated by
reference in this Registration Statement:
(a) The Prospectus, which forms a part of the Registrant's
Registration Statement on Form S-1 (File No. 333-23287);
(b) Quarterly Reports on Form 10-Q for the quarters ended June 30,
1997 and September 30, 1997; and
(c) The description of Registrant's common stock, par value $.001
per share ("Common Stock"), contained in the Registration Statement on
Form 8-A, filed on May 20, 1997.
All documents filed by the Registrant subsequent to the date of this
Registration Statement pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Exchange Act 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 of
this Registration Statement from the date of filing of such documents.
Item 4. Description of Securities.
Inapplicable.
Item 5. Interests of Named Experts and Counsel.
Inapplicable.
Item 6. Indemnification of Directors and Officers.
The following summary is qualified in its entirety by reference to the
complete text of the statute, the Registrant's Amended and Restated Certificate
of Incorporation (the "Certificate of Incorporation"), and the Registrant's
Amended and Restated Bylaws (the "Bylaws").
Under Section 145 of the Delaware General Corporation Law, a corporation
may indemnify a director, officer, employee or agent of the corporation (or
other entity if such person is serving in such capacity at the corporation's
request) against expenses (including attorney's fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by him if he acted
in good faith and in a manner he reasonably believed to be in, or not opposed
to, the best interests of the corporation and, with respect to any criminal
action or proceeding, had no reasonable cause to believe his conduct was
unlawful. In the case of an action brought by or in the right of the
corporation, the corporation may indemnify a director, officer, employee or
agent of the corporation (or other entity if such person is serving in such
capacity at the corporation's request) against expenses (including attorneys'
fees) actually and reasonably incurred by him if he acted in good faith and in
a manner he reasonably believed to be in, or not opposed to, the best interests
of the corporation, except that no indemnification shall be made in respect of
any claim, issue or matter as to which such person shall have been adjudged to
be liable to the corporation unless a court determines that, despite the
adjudication of liability but in view of all the circumstances of the case,
such person is fairly and reasonably entitled to indemnification for such
expenses as the court shall deem proper. Expenses (including attorneys' fees)
incurred by an officer or director in defending any civil, criminal,
administrative or investigative action, suit or proceeding may be paid by the
corporation
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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 corporation.
The Registrant's Certificate of Incorporation provides that no director
shall be liable for monetary damages to the Registrant or its stockholders for
any breach of fiduciary duty, except to the extent provided by applicable law
(i) for any breach of the director's duty of loyalty to the Registrant or its
stockholders, (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) pursuant to Section
174 of the Delaware General Corporation Law or (iv) for any transaction from
which such director derived an improper personal benefit. The Registrant's
Certificate of Incorporation further provides that the Registrant will
indemnify, to the fullest extent authorized or permitted and in the manner
provided by law, any person made, or threatened to be made, a party to any
action, suit, or proceeding (whether civil, criminal, or otherwise) by reason of
the fact that he or she or a person of whom he or she is the legal
representative is or was a director or officer of the Registrant or by reason of
the fact that such director or officer, at the request of the Registrant, is or
was serving any other corporation, partnership, joint venture, trust, employee
benefit plan, or other enterprise, in any capacity.
The Registrant's Bylaws provide that no person shall be liable to the
Registrant for any loss or damage suffered by it on account of any action taken
or omitted to be taken by such person as a director, officer, employee or agent
of the Registrant in good faith, if such person (a) exercised or used the same
degree of care and skill as a prudent person would have exercised or used under
the circumstances in the conduct of such person's own affairs, or (b) took or
omitted to take such action in reliance upon advice of counsel for the
Registrant or upon statements made or information furnished by officers or
employees of the Registrant which such person had reasonable grounds to believe.
The Registrant's Bylaws further provide that the Registrant shall
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 (other than an action by or in
the right of the Registrant) by reason of the fact that such person is or was a
director or officer of the Registrant, or is or was serving at the request of
the Registrant as a director or officer of another corporation, partnership,
joint venture, trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by such person in connection with such action, suit or proceeding if
such person acted in good faith and in a manner such person reasonably believed
to be in or not opposed to the best interests of the Registrant (or such other
corporation or organization), and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his or her conduct was unlawful.
The Registrant may choose to indemnify an employee or agent of the Registrant
under the Bylaws in the same manner set forth above. In the case of an action
brought by or in the right of the corporation, Registrant shall indemnify a
director or officer, and may indemnify an employee or agent of the Registrant,
against expenses (including attorney's fees) actually and reasonably incurred by
such person in connection with the defense or settlement of such action or suit
if such person acted in good faith and in a manner such person reasonably
believed to be in or not opposed to the best interest of the Registrant and
except that no indemnification shall be made in respect of any claim, issue or
matter as to which such person is adjudged to be liable for negligence or
misconduct in performance of his or her duty to the Registrant unless a court
determines that in view of all the circumstances of the case, such person is
fairly and reasonably entitled to indemnity.
The Registrant maintains directors and officers liability insurance.
Such insurance has a deductible of $500,000 for claims arising out of securities
law, a deductible of $200,000 for all other types of claims and an annual per
occurrence and aggregate cap on coverage of $10 million.
Item 7. Exemption From Registration Claimed.
Inapplicable.
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Item 8. Exhibits.
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<CAPTION>
Exhibit Description
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<S> <C>
4.1 Amended and Restated Certificate of Incorporation of
Registrant (incorporated by reference to Exhibit 3.1 of
Registrant's Registration Statement on Form S-1,
Registration No. 333-23287).
4.2 Amended and Restated By-Laws of Registrant (incorporated by
reference to Exhibit 3.2 of Registrant's Registration
Statement on Form S-1, Registration No. 333-23287).
4.3 Specimen Stock Certificate (incorporated by reference to
Exhibit 4.1 of Registrant's Registration
Statement on Form S-1, File No. 333-23287).
5.1 Opinion of King & Spalding regarding legality of shares
being registered.
23.1 Consent of Coopers & Lybrand L.L.P.
23.2 Consent of King & Spalding (contained in the opinion filed
as Exhibit 5.1).
</TABLE>
Item 9. Undertakings.
The undersigned Registrant hereby undertakes:
(a)(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. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the
total dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high
and of the estimated maximum offering range may be reflected
in the form of prospectus filed with the Commission pursuant
to Rule 424(b) if, in the aggregate, the changes in volume and
price represent no more than 20 percent change in the maximum
aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective 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.
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(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) 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 (and, where applicable, each filing
of an employee benefit plan's annual report pursuant to Section 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) 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 Commission such
indemnification is against public policy 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 of 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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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Healthcare
Recoveries, Inc. 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 Louisville, Commonwealth of Kentucky, on this
10th day of October, 1997.
HEALTHCARE RECOVERIES, INC.
By: /s/ Patrick B. McGinnis
--------------------------------------
Patrick B. McGinnis
Chairman and Chief Executive officer
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Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capabilities and on the dates indicated.
Signature Title Date
- --------- ----- ----
/s/ Patrick B. McGinnis Chairman, Chief Executive October 10, 1997
- ------------------------------ Officer, and Director
Patrick B. McGinnis
/s/ Douglas R. Sharps Executive Vice October 8, 1997
- ------------------------------ President -- Finance and
Douglas R. Sharps Administration, Chief
Financial Officer
and Secretary
/s/ William C. Ballard, Jr. Director October 20, 1997
- ------------------------------
William C. Ballard, Jr.
/s/ Jill L. Force Director October 10, 1997
- ------------------------------
Jill L. Force
/s/ John H. Newman Director October 20, 1997
- ------------------------------
John H. Newman
/s/ Elaine J. Robinson Director October 10, 1997
- ------------------------------
Elaine J. Robinson
/s/ Chris B. Van Arsdel Director October 20, 1997
- ------------------------------
Chris B. Van Arsdel
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Description Page
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<S> <C> <C>
4.1 Amended and Restated Certificate of
Incorporation of Registrant
(incorporated by reference to Exhibit
3.1 of Registrant's Registration
Statement on Form S-1, Registration No. 333-23287). --
4.2 Amended and Restated By-Laws of Registrant
(incorporated by reference to Exhibit 3.2 of
Registrant's Registration Statement on Form S-1,
Registration No. 333-23287). --
4.3 Specimen Stock Certificate (incorporated
by reference to Exhibit 4.1 of Registrant's
Registration Statement on Form S-1, File No. 333-23287). --
5.1 Opinion of King & Spalding regarding legality of
shares being registered. --
23.1 Consent of Coopers & Lybrand L.L.P. --
23.2 Consent of King & Spalding (contained in the
opinion filed as Exhibit 5.1). --
</TABLE>
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EXHIBIT 5.1
December 5, 1997
Healthcare Recoveries, Inc.
1400 Waterson Tower
Louisville, Kentucky 40218
Ladies and Gentlemen:
We have acted as counsel to Healthcare Recoveries, Inc., a Delaware
corporation ("HRI"), in connection with the registration of 700,000 shares (the
"Shares") of HRI common stock, par value $.001 per share, pursuant to a Form S-8
Registration Statement (the "Registration Statement") filed with the Securities
and Exchange Commission on December 5, 1997. We understand that the Shares will
be issued pursuant to the Healthcare Recoveries, Inc. Non-Qualified Stock Option
Plan for Eligible Employees (the "Eligible Employee Stock Plan").
In so acting, we have examined and relied upon the accuracy of original,
certified, conformed or photographic copies of the Registration Statement, and
such records, other agreements, certificated and other documents as we have
deemed necessary or appropriate to enable us to render the opinion set forth
below. In all such examinations, we have assumed the genuineness of signatures
on original documents and the conformity to such original documents of all
copies submitted to us certified, conformed or photographic copies and, as
to certificates of public officials, we have assumed the same to have been
properly given and to be accurate.
Based upon the foregoing and subject to the limitations and qualifications
set forth below, we are of the opinion that the Shares have been duly
authorized and, when issued in accordance with the terms of the Eligible
Employees Stock Plan will be validly issued, fully paid and nonassessable.
The foregoing opinion is subject to the following limitations and
qualifications:
We are members of the Bar of the State of Georgia and, accordingly, do not
purport to be experts on or to express any opinion herein concerning any law
other than the laws of the State of Georgia, the corporate laws of the State of
Delaware, and the federal laws of the United States.
This opinion has been furnished to you at your request and no other person
or entity shall be entitled to rely upon this opinion without our prior written
consent. We consent to the inclusion of this opinion in the Registration
Statement. This opinion is given as of this date, and we assume no
<PAGE> 2
Medaphis Corporation
December 5, 1997
Page 2
obligation to advise you after this date of facts or circumstances that come to
our attention or changes in law that occur which could affect the opinions
contained in this letter.
Very truly yours,
KING & SPALDING
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EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this Registration Statement of
Healthcare Recoveries, Inc. (the "Company") on Form S-8, of our report dated
February 28, 1997, except for Note 10 as to which the date is May 21, 1997, on
our audits of the balance sheet of the Company as of December 31, 1996 and 1995
and the related statements of income, changes in stockholders' equity and cash
flows for each of the three years in the period ended December 31, 1996, which
report is included in the Company's prospectus which forms a part of the
Company's registration statement on Form S-1 (File No. 333-23287) filed with
the Securities and Exchange Commission pursuant to the Securities Act of 1933.
Coopers & Lybrand L.L.P.
Louisville, Kentucky
December 5, 1997
