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REGISTRATION STATEMENT NO.
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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OXFORD HEALTH PLANS, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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<S> <C>
DELAWARE 06-1118515
(State or Other Jurisdiction (I.R.S. Employer
of Incorporation or Organization) Identification No.)
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800 CONNECTICUT AVENUE
NORWALK, CONNECTICUT 06854
(Address of Principal Executive Offices)
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OXFORD HEALTH PLANS, INC. 1997 INDEPENDENT
CONTRACTOR STOCK OPTION PLAN
(Full Title of the Plan)
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JEFFERY H. BOYD, ESQ.
EXECUTIVE VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
OXFORD HEALTH PLANS, INC.
800 CONNECTICUT AVENUE
NORWALK, CONNECTICUT 06854
(Name and address of Agent for Service)
(203) 852-1442
(Telephone Number, Including Area Code, of Agent for Service)
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CALCULATION OF REGISTRATION FEE
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<CAPTION>
Proposed Maximum Proposed Maximum Amount of
Title of Securities Amount to be Offering Price Aggregate Registration Fee
to be Registered (1) Per Share Offering Price
Registered
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<S> <C> <C> <C> <C>
Common Stock, par
value $.01 per share 100,000 shares $76.07(2) $7,607,000.00(2) $2,306.00
</TABLE>
(1) Plus, in accordance with Rule 416(a) of the Securities Act of 1933, as
amended (the "Securities Act"), such indeterminate number of shares as
may become subject to options under Oxford Health Plans, Inc. 1997
Independent Contractor Stock Option Plan (the "Plan") as a result of
the adjustment provisions therein.
(2) Estimated solely for the purpose of determining the amount of the
registration fee and pursuant to Rules 457(c) and 457(h) of the
Securities Act, based upon the average of the high and low prices of
the Common Stock reported by the National Association of Securities
Dealers, Inc. on September 10, 1997.
Approximate date of commencement of proposed sale to the public: The Common
Stock obtained upon the exercise of options issued pursuant to the Plan may be
offered and sold by the holders thereof from time to time after the
effectiveness of this Registration Statement.
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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.*
* 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 and the Note to Part I of Form
S-8.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents, filed by Oxford Health Plans, Inc. (the
"Company") with the Commission pursuant to the Securities Exchange Act of 1934
(the "1934 Act"), are hereby incorporated by reference:
1. The Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1996 (Commission File No. 0-19442);
2. The Company's Current Report on Form 8-K dated February 18,
1997 (Commission File No. 0-19442);
3. The Company's Quarterly Report on Form 10-Q for the fiscal
quarter ended March 31, 1997 (Commission File No. 0-19442);
4. The Company's Current Report on Form 8-K dated April 8, 1997
(Commission File No. 0-19442);
5. The Company's Current Report on Form 8-K dated May 6, 1997
(Commission File No. 0-19442);
6. The Company's Current Report on Form 8-K dated July 31, 1997
(Commission File No. 0-19442);
7. The Company's Quarterly Report on Form 10-Q for the fiscal
quarter ended June 30, 1997 (Commission File No. 0-19442);
8. The Company's Current Report on Form 8-K dated August 5, 1997
(Commission File No. 0-19442); and
9. The description of the Company's Common Stock contained in the
Registration Statement on Form 8-A dated August 1, 1991, filed
pursuant to Section 12 of the Exchange Act (Commission File
No. 0-19442).
Each document filed subsequent to the date of this Registration
Statement pursuant to Section 13(a), 13(c), 14 or 15(d) of the 1934 Act and
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 shall be part hereof from the date of filing of such
document; provided, however, that the documents enumerated above or subsequently
filed by the Company pursuant to Section 13 of the 1934 Act prior to the filing
with the Commission of the Company's most recent Annual Report on Form 10-K
shall not be incorporated by reference in this Registration Statement or be a
part from and after the filing of such Annual Report on Form 10-K.
Any statement contained in a document 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 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 superseded, to constitute a part of this Registration Statement.
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ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the Delaware General Corporation Law contains detailed
provisions for indemnification of director and officers of Delaware corporations
against expenses, judgments, fines and settlements in connection with
litigation.
Article Eighth of the Second Amended and Restated Certificate of
Incorporation, as amended, of the Company provides that the Company shall
indemnify its officers and directors to the fullest extent permitted by law.
Article Ninth of the Second Amendment and Restated Certification of
Incorporation, as amended, of the Company provides that to the fullest extent
permitted by the Delaware General Corporation Law as the same exists or may
hereafter be amended, a director of the Company shall not be liable to the
Company or its stockholders for monetary damages for breach of fiduciary duty as
a director.
Section 6.4 of the Amended and Restated By-laws of the Company states:
Section 6.4. Indemnification of Directors, Officers and Employees. The
Corporation shall indemnify to the fullest extent permitted by law any person
made or threatened to be made a party to any action, suit or proceeding, whether
criminal, civil, administrative or investigative, including any action
instituted by or on behalf of the Corporation, by reason of the fact that such
person or such person's testator or intestate is or was a director or officer of
the Corporation or serves or served at the request of the Corporation any other
enterprise as a director or officer. Expenses incurred by any such person in
defending any such action, suit or proceeding shall be paid or reimbursed by the
Corporation promptly upon receipt by it of an undertaking of such person to
repay such expenses if it shall ultimately be determined that such person is not
entitled to be indemnified by the Corporation. The rights provided to any person
by this by-law shall be enforceable against the Corporation by such person who
shall be presumed to have relied upon it in serving or continuing to serve as a
director or officer as provided above. No amendment of this by-law shall impair
the rights of any person arising at any time with respect to events occurring
prior to such amendment. To the extent permitted by Delaware law, the Board may
cause the Corporation to indemnify and reimburse other employees of the
Corporation as it deems appropriate. For purposes of this by-law, the term
"Corporation" shall include any predecessor of the Corporation and any
constituent corporation (including any constituent of a constituent) absorbed by
the Corporation in a consolidation or merger; the term "other enterprise" shall
include any corporation, partnership, joint venture, trust or employee benefit
plan; service "at the request of the Corporation" shall include service as a
director or officer of the Corporation, which imposes duties on, or involves
services by, such director or officer with respect to any other enterprise or
any employee benefit plan, its participants or beneficiaries; any excise taxes
assessed on a person with respect to an employee benefit plan, shall be deemed
to be indemnifiable expenses; and action by a person with respect to any
employee benefit plan which such person reasonable believes to be in the
interest of
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the participants and beneficiaries of such plan shall be deemed to be action not
opposed to the best interests of the Corporation.
Section 145 of the Delaware General Corporation Law permits the
indemnification provided for by the above by-law provision. The statute further
permits the Company to insure itself for such indemnification.
The Company maintains insurance coverage for its directors and officers
with respect to certain liabilities incurred in their capacities as such and for
the Company with respect to any payments which it becomes obligated to make to
such persons under the foregoing by-law and statutory provisions.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
4. Form of Stock Certificate (incorporated by reference to
Exhibit 4 to the Company's Registration Statement on Form S-1
(Registration No. 33-40539)).
5. Opinion of Robinson & Cole LLP regarding legality (filed
herewith).
23(a). Consent of KPMG Peat Marwick LLP (filed herewith).
23(b). Consent of Robinson & Cole LLP (contained in Exhibit 5).
24. Power of Attorney (filed herewith as part of the Signature
Page).
ITEM 9. UNDERTAKINGS.
(a) The undersigned 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:
(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 this 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 and high end 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 offerring price set forth in
the "Calculation of Registration Fee" table in the effective
registration statement; and
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(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 (1)(i) and (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 with or
furnished to the Commission 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 way 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 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 or 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 (the "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 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 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 Norwalk, State of Connecticut, on this 15th day of
September 1997.
OXFORD HEALTH PLANS, INC.
By: /s/ WILLIAM M. SULLIVAN
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William M. Sullivan
Chief Executive Officer
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POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints William M. Sullivan and Jeffery H. Boyd
his true and lawful attorneys-in-fact and agents, each acting alone, with full
powers of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities, to sign any or all amendments to this
Registration Statement, and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, each acting alone,
full power and authority to do and perform 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, each acting alone, or his substitute or
substitutes may lawfully do and cause to be done by virtue thereof.
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Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons on September 15,
1997 in the capacities indicated.
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<CAPTION>
Signature Title
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<S> <C>
/s/ William M. Sullivan Principal Executive Officer
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William M. Sullivan
/s/ Andrew B. Cassidy Principal Financial Officer
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Andrew B. Cassidy
/s/ Brendan R. Shanahan Principal Accounting Officer
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Brendan R. Shanahan
/s/ Stephen F. Wiggins Director
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Stephen F. Wiggins
/s/ Robert B. Milligan, Jr. Director
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Robert B. Milligan, Jr.
/s/ Fred F. Nazem Director
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Fred F. Nazem
/s/ Marcia J. Radosevich, Ph.D. Director
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Marcia J. Radosevich, Ph.D.
/s/ Benjamin H. Safirstein, M.D. Director
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Benjamin H. Safirstein, M.D.
/s/ Thomas A. Scully Director
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Thomas A. Scully
/s/ James B. Adamson Director
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James B. Adamson
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EXHIBIT 5
September 15, 1997
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Oxford Health Plans, Inc.
800 Connecticut Avenue
Norwalk, Connecticut 06854
Dear Sirs:
This opinion is being given in connection with the Registration
Statement on Form S-8 (the "Registration Statement") to be filed with the
Securities and Exchange Commission by Oxford Health Plans, Inc. (the "Company")
on the date hereof for the purpose of registering under the Securities Act of
1933, as amended, 100,000 shares of Common Stock, par value $.01 per share (the
"Common Stock"), to be issued by the Company under the Oxford Health Plans, Inc.
1997 Independent Contractor Stock Option Plan (the "Plan"). In connection with
this opinion, we have examined such corporate records, certificates and other
documents and such questions of law as we have considered necessary or
appropriate for the purpose of this opinion.
Upon the basis of this examination, we advise you that, in our opinion,
the Common Stock has been legally authorized for issuance under the Plan and
when sold upon valid exercise of the options granted under the Plan will be
validly issued, fully paid and nonassessable shares of Common Stock of the
Company.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving such consent, we do not hereby admit that we
are in the category of persons whose consent is required under Section 7 of the
Securities Act of 1933, as amended.
Very truly yours,
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/s/ ROBINSON & COLE LLP
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EXHIBIT 23(a)
CONSENT OF KPMG PEAT MARWICK LLP
We consent to the incorporation by reference in this Registration Statement on
Form S-8 of our report dated February 18, 1997, set forth in Oxford Health
Plans, Inc. Annual Report on Form 10-K for the fiscal year ended December 31,
1996.
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/s/ KPMG PEAT MARWICK LLP
New York, New York
September 15, 1997
