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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
ClinTrials Research Inc.
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(Exact Name of Registrant as Specified in its Charter)
Delaware 62-1406017
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(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
One Burton Hills Boulevard, Suite 210, Nashville, Tennessee 37215
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(Address of principal executive offices) (Zip Code)
ClinTrials Research Inc. 1989 Stock Option Plan
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(Full Name of the Plan)
William C. O'Neil, Jr., One Burton Hills Boulevard, Suite 210,
Nashville, Tennessee 37215
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(Name and address of agent for service)
(615) 665-9665
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(Registrant's telephone number, including area code for agent of service)
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<CAPTION>
CALCULATION OF REGISTRATION FEE
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Title of Securities Amount to be Proposed Maximum Proposed Maximum Amount of
to be Registered Registered Offering Price Per Aggregate Offering Registration Fee
- ----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, 450,000 shares $39.125 $17,606,250 $6,072
$.01 par value
====================================================================================================
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In addition, pursuant to Rule 416(c) 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.
(1) Pursuant to Rule 457 (h), the offering price is based on the average of
the high and low prices reported on the Nasdaq Stock Market on July 12,
1996.
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The purpose of this Registration Statement is to register 450,000
additional shares of ClinTrials Research Inc. Common Stock authorized for
issuance by amendment to the 1989 Stock Option Plan as approved by the
Registrant's stockholders at the Annual Stockholders Meeting held on May 3,
1996. The Registrant's registration statement on Form S-8 relating to 900,000
shares of Common Stock (file number 33-82416) as filed with the Securities and
Exchange Commission on August 3, 1994, is hereby incorporated by reference in
its entirety and is modified only in respect to the number of shares of Common
Stock reserved for issuance under the Plan, which is now 1,350,000.
2
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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 the Registrant and the
1989 Stock Option Plan (the "Plan") have duly caused this amendment to
registration statement to be signed on their behalf by the undersigned,
thereunto duly authorized, in the City of Nashville, State of Tennessee, on July
15, 1996.
CLINTRIALS RESEARCH INC. 1989 STOCK OPTION PLAN
/s/ William C. O'Neil, Jr. /s/ William C. O'Neil, Jr.
- ------------------------------------- -------------------------------------
William C. O'Neil, Jr. William C. O'Neil, Jr.
Chairman of the Board Chairman of the Board
President and Chief Executive Officer President and Chief Executive Officer
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<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
/s/ William C. O'Neil, Jr. Chairman of the Board July 15, 1996
- ------------------------------ President and Chief
William C. O'Neil, Jr. Executive Officer
(Principal Executive
Officer)
/s/ John W. Robbins Chief Financial July 15, 1996
- ------------------------------ Officer and Secretary
John W. Robbins (Principal Financial
and Accounting Officer)
/s/ Edward G. Nelson Director July 15, 1996
- ------------------------------
Edward G. Nelson
Director July , 1996
- ------------------------------
Thomas G. Cigarran
/s/ Richard J. Eskind Director July 15, 1996
- ------------------------------
Richard J. Eskind
/s/ Irwin B. Eskind, M.D. Director July 15, 1996
- ------------------------------
Irwin B. Eskind, M.D.
/s/ Herbert J. Schulman, M.D. Director July 15, 1996
- ------------------------------
Herbert J. Schulman, M.D.
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3
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EXHIBIT INDEX
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Exhibit Number Document
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<S> <C>
5 Opinion of Harwell Howard Hyne Gabbert & Manner, P.C. regarding
legality of securities being issued.
23 Consent of Ernst & Young LLP
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EXHIBIT 5
July 15, 1996
ClinTrials Research Inc.
One Burton Hills Boulevard
Suite 210
Nashville, Tennessee 37215
Ladies and Gentlemen:
We have acted as counsel to ClinTrials Research Inc., a Delaware
corporation (the "Company"), in connection with the registration of up to
1,350,000 shares of the Company's common stock (the "Shares") to be issued under
the provisions of the Company's 1989 Stock Plan, as amended, pursuant to a
registration statement on Form S-8 filed with the Securities and Exchange
Commission on July 15, 1996 (the registration statement, as it may be amended,
is hereinafter referred to as the "Registration Statement"). This firm hereby
consents to the filing of this opinion as an exhibit to the Registration
Statement and with agencies of such states and other jurisdictions as may be
necessary in the course of complying with the laws of such states and
jurisdictions regarding the offer and sale of the Shares in accordance with the
Registration Statement.
We have examined copies of the Company's Restated Certificate of
Incorporation and Bylaws, such records of proceedings of the Company's Board of
Directors as we consider appropriate, and the Registration Statement.
In stating our opinion, we have assumed: (i) that all signatures are
genuine, all documents submitted to us as originals are authentic, and all
documents submitted to us as copies conform to authentic original documents; and
(ii) that the parties to such documents have the legal right and power under all
applicable laws, regulations and agreements to enter into, execute, deliver and
perform their respective obligations thereunder.
On the basis of such review, subject to the limitations expressed herein,
we are of the opinion, as of the date hereof,
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that the Shares, when issued, sold, and delivered pursuant to the Registration
Statement will be validly issued, fully paid and non-assessable.
Our opinion herein is limited solely to the laws of the United States of
America and the corporate law of the State of Delaware. In rendering the
opinion set forth herein, we have relied upon the documents referenced above and
such other information as we have deemed necessary, but we have made no
independent verification or investigation of factual matters pertaining thereto
or to the Company. The opinion expressed herein is subject to applicable
bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and
similar laws now or hereafter in effect relating to or affecting the rights of
creditors generally; judicial discretion; and equitable principles, whether
applied pursuant to a proceeding at law or in equity. No opinion is expressed
with respect to the availability of equitable remedies.
Sincerely,
HARWELL HOWARD HYNE
GABBERT & MANNER, P.C.
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EXHIBIT 23
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement (Form
S-8) pertaining to the 1989 Stock Option Plan of ClinTrials Research Inc. of our
report dated January 26, 1996, with respect to the consolidated financial
statements of ClinTrials Research Inc. incorporated by reference in its Annual
Report (Form 10-K), as amended, for the year ended December 31, 1995 and the
financial statement schedule included therein, filed with the Securities and
Exchange Commission.
Ernst & Young LLP
Nashville, Tennessee
July 16, 1996
