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As filed with the Securities and Exchange Commission on September 30, 1998
REGISTRATION NO. 333-________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
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. 1997 STOCK OPTION PLAN FOR
ELIGIBLE PARTICIPANTS
(Full title of the 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
<TABLE>
<CAPTION>
====================================================================================================================
Proposed Maximum Proposed Maximum
Amount to Offering Price Per Aggregate Amount of
Title of Securities to be Registered be Registered Share(1) Offering Price(1) Registration Fee
- --------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value $.001 per share 860,000 $ 10.00 $8,600,000 $2,537
- --------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Estimated solely for the purpose of computing
the registration fee pursuant to Rule 457(h) on the basis of
the average of the reported high and low prices of Common Stock
of Healthcare Recoveries, Inc. on September 28, 1998.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The document(s) containing information specified in Part I of Form S-8
will be sent or given to eligible participants as specified by Rule 428(b)(1)
of the Securities Act of 1933, as amended (the "Securities Act"). Such
documents and the documents incorporated by reference herein pursuant to Item 3
of Part II hereof, taken together, constitute a prospectus that meets the
requirements of Section 10(a) of the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents previously filed by the Registrant with the
Securities and Exchange Commission (the "Commission") under the Securities
Exchange Act of 1934, as amended (the "Exchange Act") are incorporated by
reference in this Registration Statement:
(a) The Registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 1997, filed on March 31, 1998;
(b) Quarterly Reports on Form 10-Q for the quarters ended March 31,
1998 and June 30, 1998; 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.
None.
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
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paid by the corporation 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 personally 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, the 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 the 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 directors and officers of the Company are insured under policies of
insurance maintained by the Company, subject to the limits of the policies,
against certain losses arising from any claims made against them by reason of
being or having been such directors or officers.
Item 7. Exemption From Registration Claimed.
Inapplicable.
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Item 8. Exhibits.
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<CAPTION>
Exhibit Description
- ------- -----------
<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, File 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, File 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 PricewaterhouseCoopers LLP.
23.2 Consent of King & Spalding (contained in the opinion filed as
Exhibit 5.1).
99.1 Healthcare Recoveries, Inc. 1997 Stock Option Plan for
Eligible Participants (incorporated by reference to Annex A
of Registrant's Proxy Statement for a Special Meeting, dated
November 10, 1997).
</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.
(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.
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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 herein, 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 provisions referred to in Item 6 of this
Registration Statement 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 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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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
30th day of September, 1998.
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.
<TABLE>
<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
/s/ Patrick B. McGinnis Chairman, Chief Executive September 30, 1998
- ------------------------------ Officer, and Director
Patrick B. McGinnis
/s/ Douglas R. Sharps Executive Vice September 30, 1998
- ------------------------------ President--Finance and
Douglas R. Sharps Administration, Chief Financial
Officer and Secretary
Director
- ------------------------------
William C. Ballard, Jr.
/s/ Jill L. Force Director September 30, 1998
- ------------------------------
Jill L. Force
/s/ John H. Newman Director September 30, 1998
- ------------------------------
John H. Newman
/s/ Elaine J. Robinson Director September 30, 1998
- ------------------------------
Elaine J. Robinson
/s/ Chris B. Van Arsdel Director September 30, 1998
- ------------------------------
Chris B. Van Arsdel
</TABLE>
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Description Page
- ------- ----------- ----
<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,
File 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, File 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 PricewaterhouseCoopers LLP. --
23.2 Consent of King & Spalding (contained in the opinion filed
as Exhibit 5.1). --
99.1 Healthcare Recoveries, Inc. 1997 Stock Option Plan for
Eligible Participants (incorporated by reference to Annex A
of Registrant's Proxy Statement for a Special Meeting, dated
November 10, 1997). --
</TABLE>
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EXHIBIT 5.1
KING & SPALDING
191 PEACHTREE STREET
ATLANTA, GEORGIA 30303-1763
TELEPHONE 404/572-4600
FACSIMILE 404/572-5100
DIRECT DIAL DIRECT FAX
404/572-3594 404/572-5145
September 30, 1998
Healthcare Recoveries, Inc.
1400 Watterson 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 860,000 shares (the
"Shares") of HRI common stock, par value $.001 per share, pursuant to a Form
S-8 Registration Statement (the "Registration Statement") proposed to be filed
with the Securities and Exchange Commission on September 30, 1998. We
understand that the Shares will be issued pursuant to the Healthcare
Recoveries, Inc. 1997 Stock Option Plan for Eligible Participants (the
"Eligible Participants 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, certificates 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 as 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, qualifications
and assumptions set forth in this letter, we are of the opinion that (i) the
Shares to be issued upon the exercise of stock options ("Options") granted
under the Plan are duly authorized and, assuming the Shares so issuable
continue to be duly authorized on the dates of exercise, on the dates of
exercise, the Options will be validly issued, fully paid and nonassessable and
(ii) assuming no change occurs in the applicable law or the pertinent facts,
then, when the Options are exercised in accordance with their terms and the
terms of the Plan (including the payment of any consideration therefor), the
Shares so issuable will be validly issued, fully paid and nonassessable.
The foregoing opinion is subject to the following limitations and
qualifications:
<TABLE>
<S> <C> <C>
1730 PENNSYLVANIA AVENUE, N.W. 1185 AVENUE OF THE AMERICAS 1100 LOUISIANA STREET, SUITE 3300
WASHINGTON, DC 20006-4706 NEW YORK, NY 10036-4003 HOUSTON, TX 77002-5219
TELEPHONE 202/737-0500 TELEPHONE 212/556-2100 TELEPHONE 713/751-3200
FACSIMILE 202/626-3737 FACSIMILE 212/556-2222 FACSIMILE 713/751-3290
</TABLE>
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Healthcare Recoveries, Inc.
September 30, 1998
Page 2
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 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,
/s/ 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 17, 1998, on our audits of the balance sheets of the Company as of
December 31, 1997 and 1996 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, 1997, which report is included in the Company's annual
report on Form 10-K (File No. 0-22585) for the year ended December 31, 1997.
PRICEWATERHOUSECOOPERS LLP
Louisville, Kentucky
September 30, 1998
