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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 21, 1996
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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FOUNDATION HEALTH CORPORATION
(Exact name of registrant as specified in its charter)
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Delaware 68-0014772
(State of incorporation) (I.R.S. Employer
Identification No.)
3400 Data Drive
Rancho Cordova, California 95670
(Address of principal executive offices)
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MANAGED HEALTH NETWORK, INC. INCENTIVE STOCK OPTION PLAN
MANAGED HEALTH NETWORK, INC. AMENDED AND
RESTATED 1991 STOCK OPTION PLAN
(Full title of the plans)
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ALLEN J. MARABITO, ESQ.
SENIOR VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
FOUNDATION HEALTH CORPORATION
3400 DATA DRIVE
RANCHO CORDOVA, CALIFORNIA 95670
(Name, address of agent for service): (916) 631-5000
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CALCULATION OF REGISTRATION FEE
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<S> <C> <C> <C> <C>
Title of Securities Amount to be Proposed Maximum Proposed Maximum Amount of
to be Registered Registered Offering Price Per Unit Aggregate Offering Registration Fee
Price
Common Stock, $.01 par
value per share
92,435 shares $37.438 (1) $3,460,581.50 (1) $1,193.30 (1)
Series A Participating
Preferred Stock Purchase
Rights. . . . . . . . . (2) (2) (2) (2)
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(1) Calculated pursuant to Rule 457(c), based on the average of the high and
low prices for the Common Stock on the New York Stock Exchange Composite
Tape for March 19, 1996.
(2) Such number of Rights as are associated with the shares of common stock
registered hereby from time to time pursuant to the terms of the
Registrant's Stockholder Rights Plan. Initially, the Rights are attached
to and trade with the shares of common stock. Pursuant to Rule 457, no
additional registration fee is required for the Rights.
The Registration Statement shall become effective upon filing in accordance with
Rule 462 under the Securities Act of 1933.
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PART I
INFORMATION REQUIRED IN SECTION 10(A) PROSPECTUS
ITEM 1. PLAN INFORMATION*
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION*
* Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from the Registration Statement in accordance with Rule
428 under the Securities Act of 1933 and the Introductory 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 filed by registrant with the Securities and
Exchange Commission (the "SEC") (File No. 1-10540) are incorporated by
reference in this Registration Statement: (i) Annual Report on Form 10-K for
the year ended June 30, 1995; (ii) Quarterly Reports on Form 10-Q for the
quarters ended September 30, 1995 and December 31, 1995; (iii) the
description of the Company's Common Stock set forth in the Registration
Statement on Form 8-A dated May 21, 1990; and (iv) the description of the
Company's Rights to purchase Series A Participating Preferred Stock, $1.00
par value, set forth in the Registration Statement on Form 8-A dated
September 27, 1991.
In addition, the "Risk Factors" section of the Prospectus filed with the
SEC as part of the Company's Registration Statement on Form S-4 (File
No. 333-00517) is incorporated by reference in this Registration Statement.
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,
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 in this
Registration Statement and to be a part hereof from the date of filing of such
documents.
ITEM 4. NOT APPLICABLE
ITEM 5. NOT APPLICABLE
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145 of the Delaware General Corporation Law empowers a Delaware
corporation, including registrant, to indemnify its directors, officers,
employees and agents under certain circumstances. Registrant's Certificate of
Incorporation provides that registrant shall indemnify such persons to the full
extent authorized or permitted by law. The Certificate further provides that
registrant may purchase and maintain liability insurance on behalf of directors,
officers, employees or agents of registrant, whether or not registrant would
have the power to indemnify them against
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such liability under the provisions of law. Moreover, the Certificate provides
that no director of registrant shall be personally liable to registrant or its
stockholders for monetary damages for any breach of fiduciary duty as a director
except: (i) for any breach of the duty of loyalty to 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) for liability under
Section 174 of the Delaware General Corporation Law (involving certain unlawful
dividends or stock repurchases), or (iv) for any transaction from which the
director derived an improper personal benefit.
Registrant maintains an officers' and directors' liability insurance policy
insuring registrant's officers and directors against certain liabilities and
expenses incurred by them in their capacities as such, and insuring registrant,
under certain circumstances, in the event that indemnification payments are made
by registrant to such officers and directors.
Registrant has entered into indemnification agreements (the
"Indemnification Agreements") with its directors and certain officers
(individually, the "Indemnitee"). The Indemnification Agreements, among other
things, provide for indemnification to the fullest extent permitted by law
against any and all expenses, judgments, fines, penalties and amounts paid in
settlement of any claim. The Indemnification Agreements provide for the prompt
advancement of all expenses to the Indemnitee and for reimbursement to
registrant if it is found that such Indemnitee is not entitled to such
indemnification under applicable law.
ITEM 7. NOT APPLICABLE
ITEM 8. EXHIBITS
See Index to Exhibits.
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.
(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; and
(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 paragraph (a)(1)(i)
and (a)(1)(ii) above do not apply if 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
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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 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 Securities Act of 1933 and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by 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 of 1933 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, 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 Rancho Cordova, State of California, on the 20th day
of March, 1996.
FOUNDATION HEALTH CORPORATION
/s/ DANIEL D. CROWLEY
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Daniel D. Crowley
President and Chief Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Daniel D. Crowley, Allen J. Marabito and Patricia
A. Burgess, and each of them, his true and lawful attorneys in fact, each with
the power of substitution, for him in any and all capacities, to sign any and
all amendments, including post-effective amendments, to this Registration
Statement, and to file the same, with exhibits thereto and other documents in
connection therewith, with the Securities and Exchange Commission, hereby
ratifying and confirming all that each of said attorneys in fact, or his or her
substitute or substitutes, may 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 in the
capacities and on the dates indicated.
SIGNATURE TITLE DATE
/s/ DANIEL D. CROWLEY Director, President and Chief March 20, 1996
- ------------------------- Executive Officer (Principal
Daniel D. Crowley Executive Officer) and Chairman
of the Board
/s/ DAVID A. BOGGS
- ------------------------- Director March 20,1996
David A. Boggs
/s/ JEFFREY L. ELDER Director, Senior vice President March 20,1996
- ------------------------- and Chief Financial Officer
Jeffrey L. Elder (Principal Financial and
Accounting Officer)
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/s/ EARL B. FOWLER Director March 20,1996
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Earl B. Fowler
/s/ RICHARD W. HANSELMAN Director March 20,1996
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Richard W. Hanselman
/s/ ROSS D. HENDERSON, M.D. Director March 20,1996
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Ross D. Henderson, M.D.
/s/ FRANK A. OLSON Director March 20,1996
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Frank A. Olson
/s/ RICHARD J. STEGEMEIER Director March 20,1996
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Richard J. Stegemeier
/s/ STEVEN D. TOUGH Director March 20,1996
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Steven D. Tough
/s/ RAYMOND S. TROUBH Director March 20,1996
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Raymond S. Troubh
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INDEX TO EXHIBITS
EXHIBIT NUMBER DESCRIPTION OF DOCUMENT
5.1 Opinion of Pillsbury Madison &
Sutro LLP regarding legality of
securities being registered
23.1 Consent of Deloitte & Touche LLP
23.2 Consent of Coopers & Lybrand L.L.P.
23.3 Consent of Stevenson, Jones & Holmaas, P.C.
23.4 Consent of Ernst & Young LLP
23.5 Consent of Pillsbury Madison &
Sutro LLP (included in Exhibit 5.1)
25.1 Powers of Attorney (see signature pages
included in this Registration Statement)
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EXHIBIT 5.1
LAW OFFICES OF
PILLSBURY MADISON & SUTRO LLP
POST OFFICE BOX 7880
SAN FRANCISCO, CALIFORNIA 94120
TELEPHONE (415) 983-1000
FACSIMILE (415) 983-1200
March 20, 1996
Foundation Health Corporation
3400 Data Drive
Rancho Cordova, CA 95670
Ladies and Gentlemen:
With reference to the Registration Statement on Form S-8 (the
"Registration Statement") to be filed by Foundation Health Corporation, a
Delaware corporation ("FHC"), with the Securities and Exchange Commission in
connection with the registration under the Securities Act of 1933, as amended,
of up to 92,435 shares of FHC's Common Stock, par value $.01 per share ("FHC
Common Stock"), including the associated Rights to purchase Series A
Participating Preferred Stock ("FHC Rights"), which may be issued in connection
with the grant of options pursuant to the Managed Health Network, Inc. Incentive
Stock Option Plan and Managed Health Network, Inc. Amended and Restated 1991
Stock Option Plan (together, the "Plans"):
We are of the opinion that the above-referenced shares of FHC Common
Stock (including the associated FHC Rights) have been duly authorized and, when
issued in accordance with the terms of the Plans and the associated options
granted thereunder, including payment of the exercise prices, will be legally
issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement.
Very truly yours,
PILLSBURY MADISON & SUTRO LLP
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EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration
Statement of Foundation Health Corporation on Form S-8 of our report dated
July 25, 1995, appearing in the Annual Report on Form 10-K of Foundation Health
Corporation for the year ended June 30, 1995.
DELOITTE & TOUCHE LLP
Sacramento, California
March 19, 1996
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EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this Registration
Statement of Foundation Health Corporation on Form S-8 of our report dated
February 28, 1994 on our audits of the consolidated financial statements of
CareFlorida Health Systems, Inc. for the years ended December 31, 1993 and 1992,
appearing in the Annual Report on Form 10-K of Foundation Health Corporation for
the year ended June 30, 1995.
COOPERS & LYBRAND L.L.P.
Miami, Florida
March 19, 1996
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EXHIBIT 23.3
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration
Statement of Foundation Health Corporation on Form S-8 of our reports dated
April 27, 1994, with respect to the consolidated financial statements of Thomas-
Davis Medical Centers, P.C., for the years ended December 31, 1993 and 1992,
appearing in the Annual Report on Form 10-K of Foundation Health Corporation for
the year ended June 30, 1995.
STEVENSON, JONES & HOLMAAS, P.C.
Tucson, Arizona
March 19, 1996
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EXHIBIT 23.4
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the incorporation by reference in this Registration
Statement of Foundation Health Corporation on Form S-8 of our report dated
February 16, 1994, except Note 17 as to which the date is March 18, 1994, with
respect to the consolidated financial statements of Intergroup Healthcare
Corporation for the years ended December 31, 1993 and 1992, appearing in the
Annual Report on Form 10-K of Foundation Health Corporation for the year ended
June 30, 1995 filed with the Securities and Exchange Commission.
ERNST & YOUNG LLP
Tucson, Arizona
March 18, 1996
