SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
HEALTH RISK MANAGEMENT, INC.
(Exact Name of Registrant as Specified in its Charter)
Minnesota 41-1407404
(State or Other Juris- (I.R.S. Employer
diction of Incorporation Identification Number)
or Organization)
8000 West 78th Street
Minneapolis, Minnesota 55439
(Address of Principal Executive Office and Zip Code)
Health Risk Management, Inc. 1992 Long-Term Incentive Plan
(Full Title of the Plan)
Gary T. McIlroy, M.D.
Health Risk Management, Inc.
8000 West 78th Street
Minneapolis, Minnesota 55439
(612) 829-3500
(Name, Address and Telephone Number, Including Area Code, of Agent for Service)
Copies to:
David C. Grorud
Fredrikson & Byron, P.A.
1100 International Centre
Minneapolis, Minnesota 55402
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
================================================================================================================
Proposed
Proposed Maximum Maximum
Title of Securities Amount to be Offering Price Aggregate Amount of
to be Registered Registered(1) Per Share(2) Offering Price(2) Registration Fee
================================================================================================================
<S> <C> <C> <C> <C>
Options to Purchase
Common Stock under the
Plan Indefinite $ 0.00 $ 0.00 $ 0.00
Common Stock issuable
upon exercise of
options granted under
the Plan
400,000 shares $12.0625 $4,825,000 $1,462.12
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TOTAL: $1,462.12
================================================================================================================
</TABLE>
(1) In addition, pursuant to Rule 416 under the Securities Act of 1933,
this Registration Statement also covers an indeterminate amount of
interests to be offered or sold pursuant to the employee benefit plan
described herein and any additional securities which may become
issuable pursuant to anti-dilution provisions of the plan.
(2) Estimated pursuant to Rule 457(h) solely for the purpose of calculating
the registration fee and based upon the average of the high and low
prices of the Registrant's Common Stock on August 21, 1997.
<PAGE>
The purpose of this Registration Statement is to register additional shares
for issuance under the Registrant's 1992 Long Term Incentive Plan. The contents
of the Registrant's Registration Statement on Form S-8, Reg. No. 33-60390, are
incorporated by reference.
SIGNATURES
The Registrant. 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 Minneapolis, State of Minnesota, on the 26th day
of August , 1997.
HEALTH RISK MANAGEMENT, INC.
(the "Registrant")
By /s/ Gary McIlroy
Gary T. McIlroy, M.D.
Chief Executive Officer
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.
<PAGE>
(Power of Attorney)
Each of the undersigned constitutes and appoints Gary T. McIlroy and Thomas
P. Clark his true and lawful attorney-in-fact and agent, 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 the Form S-8 Registration
Statement of Health Risk Management, Inc. relating to the Company's 1992
Long-Term Incentive Plan and any or all amendments or post-effective amendments
to the Form S-8 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 each and every act and
thing requisite and necessary to be done in and about the premises, as fully to
all intents and purposes as the undersigned might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents, each acting
alone, or their substitute or substitutes, may lawfully do or cause to be done
by virtue hereof.
<TABLE>
<CAPTION>
Signature Title Date
<S> <C> <C>
/s/ Gary McIlroy Chairman of the Board, Chief August 26, 1997
Gary T. McIlroy, M.D. Executive Officer and Director
(principal executive officer)
/s/ Marlene Travis President, Chief Operating August 26, 1997
Marlene O. Travis Officer and Director
/s/ T. P. Clark Chief Financial Officer (prin- August 26, 1997
Thomas P. Clark cipal financial and accounting
officer)
/s/ Gary M. Damkoehler Director August 26, 1997
Gary M. Damkoehler
/s/ Ronald R. Hahn Director August 26, 1997
Ronald R. Hahn
/s/ Robert L. Montgomery Director August 26, 1997
Robert L. Mongtomery
/s/ Raymond G. Schultze Director August 26, 1997
Raymond G. Schultze, M.D.
/s/ V. K. Travis Director August 26, 1997
Vance Kenneth Travis
</TABLE>
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
HEALTH RISK MANAGEMENT, INC.
Form S-8 Registration Statement
E X H I B I T I N D E X
Exhibit
Number Exhibit Description
5 Opinion and Consent of counsel re securities under the Plan
23.1 Consent of counsel (See Exhibit 5)
23.2 Consent of independent accountants
24 Power of attorney (See Signature Page)
EXHIBIT 5
FREDRIKSON & BYRON, P.A.
900 Second Avenue South
Minneapolis, Minnesota 55402
Telephone: (612) 347-7000
Facsimile: (612) 347-7077
August 26, 1997
Health Risk Management, Inc.
8000 West 78th Street
Minneapolis, Minnesota 55439
Re: Registration Statement on Form S-8
Ladies/Gentlemen:
We are acting as corporate counsel to Health Risk Management, Inc. (the
"Company") in connection with the original registration by the Company on Form
S-8 (the "Registration Statement") under the Securities Act of 1933, as amended
(the "Act") of options and 400,000 shares (the "Shares") of Common Stock
issuable pursuant to the Company's 1992 Long-Term Incentive Plan (the "Plan").
In acting as such counsel and for the purpose of rendering this opinion, we
have reviewed copies of the following, as presented to us by the Company:
1. The Company's Articles of Incorporation, as amended.
2. The Company's Bylaws, as amended.
3. Certain corporate resolutions adopted by the Board of Directors of the
Company pertaining to the adoption and amendment of the Plan.
4. The Plan.
5. The Registration Statement.
Based on, and subject to, the foregoing and upon representations and
information provided by the Company or its officers or directors, it is our
opinion as of this date that:
1. The Shares are validly authorized by the Company's Articles of
Incorporation, as amended.
<PAGE>
2. Upon issuance and delivery of the Shares against receipt by the
Company of the consideration for the Shares pursuant to the terms of
the Plan, the Shares will be validly issued, fully paid and
nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
FREDRIKSON & BYRON, P.A.
By /s/ David C. Grorud
David C. Grorud
EXHIBIT 23.2
Consent of Independent Auditors
We hereby consent to the incorporation by reference in the Registration
Statement (Form S-8) pertaining to the Health Risk Management, Inc. 1992
Long-Term Incentive Plan of our report dated August 16, 1996, with respect to
the consolidated financial statements and schedules of Health Risk Management,
Inc. included in its Annual Report on Form 10-K for the year ended June 30,
1996, filed with the Securities and Exchange Commission.
ERNST & YOUNG LLP
Minneapolis, Minnesota
August 27, 1997
