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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 30, 1997
REGISTRATION STATEMENT NO. 333-___
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-------------------
OXFORD HEALTH PLANS, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 06-1118515
(State or Other Jurisdiction (I.R.S. Employer
of Incorporation or Organization) Identification No.)
800 CONNECTICUT AVENUE
NORWALK, CONNECTICUT 06854
(Address of Principal Executive Offices)
----------------------------------------------------
OXFORD HEALTH PLANS, INC. 1991 STOCK OPTION PLAN
(Full Title of the Plan)
--------------------------------------------------------------
JEFFERY H. BOYD, ESQ.
EXECUTIVE VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
OXFORD HEALTH PLANS, INC.
800 CONNECTICUT AVENUE
NORWALK, CONNECTICUT AVENUE
(Name and address of Agent for Service)
(203) 852-1442
(Telephone Number, Including Area Code, of Agent for Service)
<TABLE>
<CAPTION>
==========================================================================================================================
CALCULATION OF REGISTRATION FEE
====================================================================================================================------
Proposed Maximum Proposed Maximum Amount of
Title of Securities to be Amount to be Offering Price Aggregate Registration Fee
Registered Registered (1) Per Share Offering Price
- --------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par
value $.01 per share 4,500,000 shares $65.06 (2) $292,770,000 (2) $88,720
==========================================================================================================================
</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. 1991
Stock Option Plan (the "Stock Option 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 May 27, 1997.
Approximate date of commencement of proposed sale to the public: The Common
Stock obtained upon the exercise of options issued pursuant to the Stock Option
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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The contents of the Registration Statement Nos. 33-70908, 33-49738 and 333-988
are incorporated by reference herein. On April 22, 1997, the shareholders of the
Company approved an amendment to the Oxford Health Plans, Inc. 1991 Stock Option
Plan to increase the number of the Company's Common Stock, par value $.01 per
share, available under that Plan by an additional 4,500,000 shares.
2
<PAGE> 3
EXHIBITS.
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).
3
<PAGE> 4
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 30th day of
May, 1997.
OXFORD HEALTH PLANS, INC.
By: /s/ Stephen F. Wiggins
----------------------------
Stephen F. Wiggins
Chairman and Chief Executive
Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Stephen F. Wiggins 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.
4
<PAGE> 5
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons on May 30, 1997 in the
capacities indicated.
<TABLE>
<CAPTION>
Signature Title
--------- -----
<S> <C>
/s/ Stephen F. Wiggins Principal Executive Officer,
- --------------------------------------- and Director
Stephen F. Wiggins
/s/ Andrew B. Cassidy Principal Financial Officer
- ---------------------------------------
Andrew B. Cassidy
/s/ Brendan R. Shanahan Principal Accounting Officer
- ---------------------------------------
Brendan R. Shanahan
/s/ Robert B. Milligan, Jr. Director
- ---------------------------------------
Robert B. Milligan, Jr.
/s/ Fred F. Nazem Director
- ---------------------------------------
Fred F. Nazem
/s/ Marcia J. Radosevich, Ph.D. Director
- ---------------------------------------
Marcia J. Radosevich, Ph.D.
/s/ Benjamin H. Safirstein, M.D. Director
- ---------------------------------------
Benjamin H. Safirstein, M.D.
/s/ Thomas A. Scully Director
- ---------------------------------------
Thomas A. Scully
/s/ James B. Adamson Director
- --------------------------------------
James B. Adamson
</TABLE>
5
<PAGE> 6
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT NO. EXHIBIT PAGE NO.
- ----------- ------- --------
<S> <C> <C>
5. Opinion of Robinson & Cole, LLP regarding
legality 7
23(a). Consent of KPMG Peat Marwick LLP 8
23(b). Consent of Robinson & Cole, LLP Contained in Exhibit 5
on Page 7
24. Power of attorney Filed as part of the
Signature page on
Page 4
</TABLE>
6
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EXHIBIT 5
May 30, 1997
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, 4,500,000 shares of Common Stock, par value $.01 per share
(the "Common Stock"), to be issued by the Company under the Oxford Health Plans,
Inc. 1991 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,
/s/ Robinson & Cole, LLP
7
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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.
/s/ KPMG PEAT MARWICK, LLP
Stamford, Connecticut
May 30, 1997
8
