<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 24, 1999
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.)
48 MONROE TURNPIKE
TRUMBULL, CONNECTICUT 06611
(Address of Principal Executive Offices)
CHARLES M. SCHNEIDER STOCK OPTION AGREEMENT
(Full Title of the Plans)
JON S. RICHARDSON, ESQ.
EXECUTIVE VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
OXFORD HEALTH PLANS, INC.
48 MONROE TURNPIKE
TRUMBULL, CONNECTICUT 06611
(Name and address of Agent for Service)
(203) 459-7000
(Telephone Number, Including Area Code, of Agent for Service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Title of shares to be Amount to be Proposed maximum Proposed maximum Amount of
registered registered(1) offering price per share aggregate registration fee
offering price
<S> <C> <C> <C> <C>
Common Stock, par value
$.01 per share 800,000 shares $ 14.0938(2) $ 11,275,040(2) $ 2,976.61
</TABLE>
(1) Represents 800,000 shares issuable upon the exercise of options granted
under the Charles M. Schneider Stock Option Agreement, plus, pursuant to
Rule 416(a) of the Securities Act of 1933, as amended, such indeterminate
number of shares as may be issued to prevent dilution resulting from stock
splits, stock dividends, or similar transactions.
(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 of 1933, as amended, based upon the average of the high and low prices
of the Common Stock reported by the National Association of Securities
Dealers, Inc. on March 20, 2000.
<PAGE> 2
Explanatory Note
The Board of Directors of Oxford Health Plans, Inc., a Delaware
corporation (the "Company"), has adopted the Charles M. Schneider Stock Option
Agreement, dated as of December 30, 1999 (the "Schneider Option Agreement") by
and between the Company and Charles M. Schneider. This Registration Statement is
intended to register 800,000 shares of Common Stock to be issued by the Company
upon exercise of options awarded under the Schnieder Option Agreement.
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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 of 1933 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 Securities and Exchange Commission allows us to "incorporate by
reference" the information we file with them, which means we can disclose
important information to you by referring you to those documents. The
information included in the following documents is incorporated by reference and
is considered to be a part of this prospectus. The most recent information that
we file with the SEC automatically updates and supersedes more dated
information. We have previously filed the following documents with the SEC and
are incorporating them by reference into this prospectus:
- Our Annual Report on Form 10-K for the fiscal year ended December
31, 1999, filed on March 24, 2000;
- Our Current Reports on Form 8-K filed on January 5, 2000,
February 25, 2000, February 29, 2000 and March 20, 2000; and
- The description of our common stock contained in the Registration
Statement on Form 8-A dated August 1, 1991, filed pursuant to
Section 12 of the Securities Exchange Act of 1934.
All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, prior to
filing a post-effective amendment that indicates all the shares of common stock
offered have been sold, or that deregisters all shares of common stock then
remaining unsold, shall be deemed to be incorporated by reference into, and to
be a part of, this Registration Statement from the date of filing of those
documents. The information contained in any such documents will automatically
update and supersede any information previously incorporated by reference into
this Registration Statement.
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 permits
indemnification against expenses, fines, judgments and settlements incurred by
any director, officer or employee of the Company in the event of pending or
threatened civil, criminal, administrative or investigative proceedings, if such
person was, or was threatened to be made, a party by reason of the fact that he
is or was a director, officer or employee of the Company. Section 145 also
provides that the
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indemnification provided for therein shall not be deemed exclusive of any other
rights to which those seeking indemnification may otherwise be entitled.
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 Amended 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 actions, 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 expense 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 reasonably believes to be in the
interest of 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
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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.
4.1 Second Amended and Restated Certificate of Incorporation, as amended,
of the Company, incorporated by reference to Exhibit 3(a) of the
Company's Annual Report on Form 10-K/A for the fiscal year ended
December 31, 1998 (File No. 0-19442)
4.2 Amended and Restated By-laws of the Company, incorporated by reference
to the Company's Quarterly Report on Form 10-Q for the quarterly
period ended September 30, 1998 (File No. 0-19442)
4.3 Form of Stock Certificate, incorporated by reference to Exhibit 4 of
the Company's Registration Statement on Form S-1 (File No. 33-40539)
4.4 Employment Agreement, dated as of December 30, 2000, between the
Company and Charles M. Schneider, incorporated by reference to Exhibit
10(e) of the Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1999 (File No. 0-19442)
4.5 Oxford Health Plans, Inc. Stock Option Agreement, dated as of December
30, 1999, by and between the Company and Charles M. Schneider,
included as Exhibit A to the Employment Agreement filed as Exhibit 4.4
hereto
5 Opinion of Sullivan & Cromwell regarding legality (filed herewith)
23(a) Consent of KPMG Peat Marwick LLP (filed herewith)
23(b) Consent of Ernst & Young LLP (filed herewith)
23(c) Consent of Sullivan & Cromwell (included in Exhibit 5 hereto)
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;
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(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 offering price set forth in the
"Calculation of Registration Fee" table in the effective registration
statement; and
(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 registration statement is on Form S-3, form S-8 or form F-3, 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 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 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(a) 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 1993 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the Delaware General Corporation
Law, the Company's certificate of incorporation or the Company's
by-laws, 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 of
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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 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 Trumbull, State of Connecticut, on this 24 day of
March, 2000.
OXFORD HEALTH PLANS, INC.
By: /s/ NORMAN C. PAYSON, M.D.
--------------------------------------
Norman C. Payson, M.D.
Chairman and Chief Executive Officer
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<PAGE> 10
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons on March 24,
2000 in the capacities indicated.
<TABLE>
<CAPTION>
Signature Title
- --------- -----
<S> <C>
/s/ NORMAN C. PAYSON, M.D. Principal Executive Officer
- -------------------------------- and Chairman of the Board
Norman C. Payson, M.D.
/s/ KURT B. THOMPSON Principal Financial Officer
- -------------------------------- and Principal Accounting Officer
Kurt B. Thompson
- -------------------------------- Director
Fred F. Nazem
- -------------------------------- Director
David Bonderman
/s/ JONATHAN J. COSLET
- -------------------------------- Director
Jonathan J. Coslet
- -------------------------------- Director
James G. Coulter
/s/ ROBERT B. MILLIGAN, JR.
- -------------------------------- Director
Robert B. Milligan, Jr.
/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
- -------------------------------- Director
Kent J. Thiry
/s/ STEPHEN F. WIGGINS
- -------------------------------- Director
Stephen F. Wiggins
</TABLE>
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INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT NO. EXHIBIT PAGE NO.
<S> <C> <C>
5 Opinion of Sullivan & Cromwell regarding
legality
23(a) Consent of KPMG LLP
23(b) Consent of Ernst & Young LLP
23(c) Consent of Sullivan & Cromwell Contained in Exhibit 5
</TABLE>
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March 24, 2000
Oxford Health Plans, Inc.,
800 Connecticut Avenue,
Norwalk, Connecticut 06854.
Dear Sirs:
In connection with the registration under the Securities Act
of 1933 (the "Act") of 800,000 shares (the "Securities") of Common Stock, par
value $.01 per share, of Oxford Health Plans, Inc., a Delaware corporation (the
"Company"), to be issued by the Company under the Charles M. Schneider Stock
Option Agreement, dated as of December 30, 1999 (the "Schneider Stock Option
Agreement"), by and between the Company and Charles M. Schneider, we, as your
counsel, have examined such corporate records, certificates and other documents,
and such questions of law, as we have considered necessary or appropriate for
the purposes of this opinion. Upon the basis of such examination, we advise you
that, in our opinion when the
<PAGE> 2
registration statement relating to the Securities (the "Registration Statement")
has become effective under the Act, the terms of the sale of the Securities have
been duly established in conformity with the Company's certificate of
incorporation so as not to violate any applicable law or result in a default
under or breach of any agreement or instrument binding on the Company and so as
to comply with any requirement or restriction imposed by any court or
governmental body having jurisdiction over the Company, and the Securities have
been duly issued and sold upon valid exercise of the options granted under the
Schneider Stock Option Agreement as contemplated by the Registration Statement,
the Securities will be validly issued, fully paid and nonassessable.
The foregoing opinion is limited to the Federal laws of the
United States and the laws of the State of Delaware, and we are expressing no
opinion as to the effect of the laws of any other jurisdiction.
We have relied as to certain matters on information obtained
from public officials, officers of the Company and other sources believed by us
to be responsible.
We hereby consent to the filing of this opinion as an exhibit
to the Registration Statement. In giving such consent, we do not thereby admit
that we are in the category
<PAGE> 3
of persons whose consent is required under Section 7 of the Act.
Very truly yours,
/s/ Sullivan & Cromwell
<PAGE> 1
EXHIBIT 23(a)
CONSENT OF KPMG LLP
We consent to the incorporation by reference in this Registration Statement on
Form S-8 of our reports dated February 23, 1998, relating to the statements of
operations, shareholders' equity (deficit) and comprehensive earnings (loss),
and cash flows Oxford Health Plans, Inc. and subsidiaries for the year ended
December 31, 1997, and the related consolidated financial statement schedules,
which reports appears in the December 31, 1999 annual report on Form 10-K of
Oxford Health Plans, Inc. and subsidiaries.
/s/ KPMG LLP
Stamford, Connecticut
March 20, 2000
<PAGE> 1
EXHIBIT 23(b)
CONSENT OF ERNST & YOUNG LLP
We consent to the incorporation by reference in the Registration Statement on
Form S-8 of Oxford Health Plans, Inc. for the registration of up to 800,000
shares of Oxford Health Plans, Inc. common stock of our report dated February
10, 2000, except for the last paragraph of Notes 6 and 7 as to which the date is
March 3, 2000, with respect to the consolidated financial statements and
schedules of Oxford Health Plans, Inc. included in its Annual Reports on Form
10-K for the years ended December 31, 1998 and December 31, 1999, filed with the
Securities and Exchange Commission.
/s/ Ernst & Young LLP
New York, New York
March 20, 2000
