<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 18, 1997
REGISTRATION NO. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------
FORM S-8 REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
------------------
LINCARE HOLDINGS INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
STATE OF DELAWARE 19337 U.S. 19 NORTH 51-0331330
(State or Other CLEARWATER, FL 33764 (I.R.S. Employer
Jurisdiction of (Address, including zip Identification
Incorporation or code of principal Number)
Organization) executive office)
LINCARE HOLDINGS INC.
1998 STOCK PLAN
(Full title of the plan)
ANGELA P. BRYANT, ESQUIRE
LINCARE HOLDINGS INC.
19337 U.S. 19 NORTH
CLEARWATER, FL 33764
727-530-7700
(Name, address, and telephone number,
of agent for service)
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
TITLE OF AMOUNT PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
SECURITIES TO TO BE OFFERING PRICE AGGREGATE OFFERING REGISTRATION
BE REGISTERED REGISTERED PER SHARE PRICE(1) FEE
- -------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
COMMON STOCK,
PAR VALUE, 500,000
$0.01 SHARES (2) VARIABLE $12,000,000 $3,336.00
</TABLE>
(1) Computed solely for the purpose of calculating the registration fee
pursuant to Rule 457(h) under the Securities Act of 1933, based upon the closing
price of the Registrant's common stock on May 14, 1999 ($24.00) as reported
by NASDAQ.
(2) Plus such additional number of shares as may be required pursuant to the
plan in the event of a stock split, recapitalization or other similar event.
------------------
Approximate date of proposed sales pursuant to the plan:
As soon as practicable after this Registration Statement becomes
effective.
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<PAGE> 2
LINCARE HOLDINGS INC.
Cross Reference Sheet pursuant to Regulation S-K, Item 501(b) between
Registration Statement (S-8) and Prospectus
<TABLE>
<CAPTION>
LOCATION OF CAPTIONS
ITEM ON FORM S-8 IN PROSPECTUS
---------------- --------------------
<S> <C> <C>
1. Plan Information Lincare Holdings Inc.
1998 Stock Plan
2. Registrant Information and Incorporation of
Employee Plan Annual Certain Documents by
Information Reference
</TABLE>
<PAGE> 3
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed by the Company with the Commission are
incorporated herein by reference:
(a) The Company's Annual Report on Form 10-K for the year ended December
31, 1998.
(b) The Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1999.
(c) The information set forth under the caption "Description of Capital
Stock" on pages 38 and 39 of the Company's Prospectus dated December
17, 1992 contained in the Company's Registration Statement on Form
S-1 (number 33-55260).
All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act prior to the filing of a post-effective
amendment that indicates that all securities offered have been sold, or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference herein and to be a part hereof from the date of the
filing of such documents.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the Delaware General Corporation Law (the "GCL") provides
that a corporation may indemnify directors and officers as well as other
employees and individuals against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement in connection with specified
actions, suits or proceedings, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the corporation--a
"derivative action"), if they acted in good faith and in a manner they
reasonably believed to be in or not opposed to the best interests of the
corporation, and with respect to any criminal action or proceeding, had no
reasonable cause to believe their conduct was unlawful. A similar standard is
applicable in the case of derivative actions, except that indemnification only
extends to expenses (including attorneys' fees) incurred in connection with the
defense or settlement of such actions, and the statute
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requires court approval before there can be any indemnification where the person
seeking indemnification has been found liable to the corporation. The statute
provides that it is not exclusive of other indemnification that may be granted
by a corporation's charter, by-laws, disinterested director vote, stockholder
vote, agreement or otherwise. Article V, Section 1 of the Registrant's By-laws
requires the Registrant to indemnify its officers and directors to the fullest
extent permitted under the GCL.
Article Seventh of the Registrant's Certificate of Incorporation and
Article V, Section 1 of the Registrant's By-Laws provide that no director shall
be personally liable to the Registrant or its stockholders for monetary damages
for breach of fiduciary duty as a director, except for liability (i) for any
breach of the director's duty of loyalty to the Registrant or its stockholders,
(ii) for acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law, (iii) under Section 174 of the GCL
(involving certain unlawful dividends or unlawful stock repurchases or
redemptions) or (iv) for any transaction from which the director derived an
improper personal benefit.
Any amendment to or repeal of such Articles shall not adversely affect any
right or protection of a director of the Registrant for or with respect to any
acts or omissions of such director occurring prior to such amendment or repeal.
The Registrant maintains directors' and officers' liability insurance with
policy limits of $5,000,000.
<TABLE>
<CAPTION>
ITEM 8. EXHIBITS.
<S> <C>
5 Opinion re legality
23.1 Consent of Independent Certified Public Accountants
23.2 Consent of Legal Counsel (included as part of Exhibit 5)
99 Powers of Attorney
</TABLE>
ITEM 9. UNDERTAKINGS.
A. UNDERTAKINGS RELATING TO DELAYED OR CONTINUOUS OFFERINGS OF
SECURITIES
(1) The undersigned registrant hereby undertakes to file, during any
period in which offers or sales are being made, a post-effective amendment to
this registration statement 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.
(2) The undersigned registrant hereby undertakes that, for the purpose of
determining any liability under the Securities Act of 1933, each such
post-effective
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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) The undersigned registrant hereby undertakes 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. UNDERTAKING RELATING TO THE INCORPORATION OF CERTAIN DOCUMENTS
BY REFERENCE
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 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. UNDERTAKING RELATING TO THE INCORPORATION OF ANNUAL REPORT TO
STOCKHOLDERS
The undersigned registrant hereby undertakes to deliver or cause to be
delivered with the prospectus, to each person to whom the prospectus is sent or
given, the latest annual report to security-holders that is incorporated by
reference in the prospectus and furnished pursuant to and meeting the
requirements of Rule 14a-3 or Rule 14c-3 under the Securities Exchange Act of
1934; and, where interim financial information required to be presented by
Article 3 of Regulation S-X is not set forth in the prospectus, to deliver, or
cause to be delivered to each person to whom the prospectus is sent or given,
the latest quarterly report that is specifically incorporated by reference in
the prospectus to provide such interim financial information.
D. UNDERTAKING RELATING TO REGISTRATION STATEMENT ON FORM S-8
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 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, on May 18, 1999.
LINCARE HOLDINGS INC.
By: /s/ John P. Byrnes
----------------------------
John P. Byrnes, President
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ John P. Byrnes May 18, 1999
- ----------------------- Director, Chief ----------------
John P. Byrnes Executive Officer
/s/ Paul G. Gabos May 18, 1999
- ----------------------- Chief Financial ----------------
Paul G. Gabos and Accounting Officer
* May 18, 1999
- ----------------------- Director ----------------
James T. Kelly
* May 18, 1999
- ----------------------- Director ----------------
Chester B. Black
* May 18, 1999
- ----------------------- Director ----------------
Frank T. Cary
* May 18, 1999
- ----------------------- Director ----------------
Thomas O. Pyle
* May 18, 1999
- ----------------------- Director ----------------
William F. Miller, III
* By: /s/ John P. Byrnes
---------------------------
Attorney in Fact
</TABLE>
5
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
Number Title
- ------- -----
<S> <C>
5 Opinion re legality
23.1 Consent of Independent Certified
Public Accountants
23.2 Consent of Legal Counsel
(included as part of Exhibit 5)
99 Powers of Attorney
</TABLE>
6
<PAGE> 1
EXHIBIT 5
[THOMAS P. MCNAMARA, P.A. LETTERHEAD]
May 18, 1999
Securities and Exchange Commission
Division of Corporation Finance
Filing Room #1004
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Lincare Holdings Inc.
1998 Stock Plan
Ladies and Gentlemen:
I have reviewed and am familiar with the referenced plan, and the
certificate of incorporation and bylaws of Lincare Holdings Inc. In my
opinion, upon sale pursuant to an effective Registration Statement on Form S-8,
the securities to be issued under the plan will be validly issued, fully paid
and nonassessable. I hereby consent to the inclusion of my opinion in such
Registration Statement on Form S-8.
Sincerely,
THOMAS P. MCNAMARA, P.A.
By: /s/ Thomas P. McNamara
---------------------------
Thomas P. McNamara
<PAGE> 1
EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
The Board of Directors
Lincare Holdings Inc.
We consent to incorporation by reference in the registration statement (No.
333- ) on Form S-8 of Lincare Holdings Inc. of our report dated February
9, 1999, relating to the consolidated balance sheets of Lincare Holdings Inc.
and subsidiaries as of December 31, 1998 and 1997, and the related consolidated
statements of operations, stockholders' equity, and cash flows for each of the
years in the three-year period ended December 31, 1998, and related schedule,
which report appears in the December 31, 1998, annual report on Form10-K of
Lincare Holdings Inc.
KPMG LLP
St. Petersburg, Florida
May 18, 1999
<PAGE> 1
EXHIBIT 99
SPECIAL POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that I, WILLIAM F. MILLER,III, a legal
resident of the State of Texas, desiring to execute a SPECIAL POWER OF
ATTORNEY, have made, constituted and appointed, and by these presents do make,
constitute and appoint JOHN P. BYRNES and PAUL G. GABOS, or either of them,
with full power of substitution, my Attorney-In-Fact for me and in my name,
place and stead to do and perform the following acts, deeds, matters and things
as he deems advisable in the judgment of my said Attorney-In-Fact as fully and
effectually to all intents and purposes as I could do if personally present and
acting:
REGISTRATION STATEMENTS ON FORM S-8
To execute and deliver all documents and to carry out with full power
and authority every act whatsoever requisite or necessary to be done by or on
behalf of the undersigned, including the execution of the Registration
Statement on Form S-8 and any documents incident thereto, to register with the
Securities and Exchange Commission the additional common stock of Lincare
Holdings Inc. which may be issued pursuant to the Lincare Holdings Inc. 1998
Stock Plan, as amended March 10, 1999.
GENERAL PROVISIONS
All business transacted hereunder for me shall be transacted in my name,
and all endorsements and instruments executed by my Attorney-In-Fact for the
purpose of carrying out any of the foregoing powers, shall contain my name,
followed by that of my Attorney-In-Fact and the designation "Attorney-In-Fact."
I hereby ratify and confirm all lawful acts done by my said
Attorney-In-Fact pursuant to this Special Power of Attorney, and I direct that
this Special Power of Attorney shall continue in effect until terminated by me
in writing or by operation of law.
If the authority contained herein shall be revoked or terminated by
operation of law without notice, I hereby agree for myself, executors,
administrators, heirs and assigns, in consideration of my Attorney-In-Fact's
willingness to act pursuant to this Special Power of Attorney, to save and hold
my Attorney-In-Fact harmless from any loss suffered or any liability incurred by
him in so acting after such revocation or termination without notice.
-------------------------------
WILLIAM F. MILLER, III
<PAGE> 2
SPECIAL POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that I, JAMES T. KELLY, a legal resident
of the State of Connecticut, desiring to execute a SPECIAL POWER OF ATTORNEY,
have made, constituted and appointed, and by these presents do make, constitute
and appoint JOHN P. BYRNES and PAUL G. GABOS, or either of them, with full power
of substitution, my Attorney-In-Fact for me and in my name, place and stead to
do and perform the following acts, deeds, matters and things as he deems
advisable in the judgment of my said Attorney-In-Fact as fully and effectually
to all intents and purposes as I could do if personally present and acting:
REGISTRATION STATEMENTS ON FORM S-8
To execute and deliver all documents and to carry out with full power and
authority every act whatsoever requisite or necessary to be done by or on behalf
of the undersigned, including the execution of the Registration Statement on
Form S-8 and any documents incident thereto to register with the Securities and
Exchange Commission the additional common stock of Lincare Holdings Inc. which
may be issued pursuant to the Lincare Holdings Inc. 1998 Stock Plan, as amended
March 10, 1999.
GENERAL PROVISIONS
All business transacted hereunder for me shall be transacted in my name,
and all endorsements and instruments executed by my Attorney-In-Fact for the
purpose of carrying out any of the foregoing powers, shall contain my name,
followed by that of my Attorney-In-Fact and the designation "Attorney-In-Fact."
I hereby ratify and confirm all lawful acts done by my said
Attorney-In-Fact pursuant to this Special Power of Attorney, and I direct that
this Special Power of Attorney shall continue in effect until terminated by me
in writing or by operation of law.
If the authority contained herein shall be revoked or terminated by
operation of law without notice, I hereby agree for myself, executors,
administrators, heirs and assigns, in consideration of my Attorney-In-Fact's
willingness to act pursuant to this Special Power of Attorney, to save and hold
my Attorney-In-Fact harmless from any loss suffered or any liability incurred by
him in so acting after such revocation or termination without notice.
------------------------------
JAMES T. KELLY
<PAGE> 3
SPECIAL POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that I, CHESTER B. BLACK, a legal
resident of the State of Massachusetts, desiring to execute a SPECIAL POWER OF
ATTORNEY, have made, constituted and appointed, and by these presents do make,
constitute and appoint JOHN P. BYRNES and PAUL G. GABOS, or either of them, with
full power of substitution, of my Attorney-In-Fact for me and in my name, place
and stead to do and perform the following acts, deeds, matters and things as he
deems advisable in the judgment of my said Attorney-In-Fact as fully and
effectually to all intents and purposes as I could do if personally present and
acting:
REGISTRATION STATEMENTS ON FORM S-8
To execute and deliver all documents and to carry out with full power and
authority every act whatsoever requisite or necessary to be done by or on behalf
of the undersigned, including the execution of the Registration Statement on
Form S-8 and any documents incident thereto, to register with the Securities and
Exchange Commission the additional common stock of Lincare Holdings Inc. which
may be issued pursuant to the Lincare Holdings Inc. 1998 Stock Plan, as amended
March 10, 1999.
GENERAL PROVISIONS
All business transacted hereunder for me shall be transacted in my name,
and all endorsements and instruments executed by my Attorney-In-Fact for the
purpose of carrying out any of the foregoing powers, shall contain my name,
followed by that of my Attorney-In-Fact and the designation "Attorney-In-Fact."
I hereby ratify and confirm all lawful acts done by my said
Attorney-In-Fact pursuant to this Special Power of Attorney, and I direct that
this Special Power of Attorney shall continue in effect until terminated by me
in writing or by operation of law.
If the authority contained herein shall be revoked or terminated by
operation of law without notice, I hereby agree for myself, executors,
administrators, heirs and assigns, in consideration of my Attorney-In-Fact's
willingness to act pursuant to this Special Power of Attorney, to save and hold
my Attorney-In-Fact harmless from any loss suffered or any liability incurred by
him in so acting after such revocation or termination without notice.
------------------------------
CHESTER B. BLACK
<PAGE> 4
SPECIAL POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that I, FRANK T. CARY, a legal resident
of the State of Connecticut, desiring to execute a SPECIAL POWER OF ATTORNEY,
have made, constituted and appointed, and by these presents do make, constitute
and appoint JOHN P. BYRNES and PAUL G. GABOS, or either of them, with full power
of substitution, my Attorney-In-Fact for me and in my name, place and stead to
do and perform the following acts, deeds, matters and things as he deems
advisable in the judgment of my said Attorney-In-Fact as fully and effectually
to all intents and purposes as I could do if personally present and acting:
REGISTRATION STATEMENTS ON FORM S-8
To execute and deliver all documents and to carry out with full power and
authority every act whatsoever requisite or necessary to be done by or on behalf
of the undersigned, including the execution of the Registration Statement on
Form S-8 and any documents incident thereto, to register with the Securities and
Exchange Commission the additional common stock of Lincare Holdings Inc. which
may be issued pursuant to the Lincare Holdings Inc. 1998 Stock Plan, as amended
March 10, 1999.
GENERAL PROVISIONS
All business transacted hereunder for me shall be transacted in my name,
and all endorsements and instruments executed by my Attorney-In-Fact for the
purpose of carrying out any of the foregoing powers, shall contain my name,
followed by that of my Attorney-In-Fact and the designation "Attorney-In-Fact."
I hereby ratify and confirm all lawful acts done by my said
Attorney-In-Fact pursuant to this Special Power of Attorney, and I direct that
this Special Power of Attorney shall continue in effect until terminated by me
in writing or by operation of law.
If the authority contained herein shall be revoked or terminated by
operation of law without notice, I hereby agree for myself, executors,
administrators, heirs and assigns, in consideration of my Attorney-In-Fact's
willingness to act pursuant to this Special Power of Attorney, to save and hold
my Attorney-In-Fact harmless from any loss suffered or any liability incurred by
him in so acting after such revocation or termination without notice.
------------------------------
FRANK T. CARY
<PAGE> 5
SPECIAL POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that I, THOMAS O. PYLE, a legal resident
of the State of New York, desiring to execute a SPECIAL POWER OF ATTORNEY, have
made, constituted and appointed, and by these presents do make, constitute and
appoint JOHN P. BYRNES and PAUL G. GABOS, or either of them with, full power of
substitution, my Attorney-In-Fact for me and in my name, place and stead to do
and perform the following acts, deeds, matters and things as he deems advisable
in the judgment of my said Attorney-In-Fact as fully and effectually to all
intents and purposes as I could do if personally present and acting:
REGISTRATION STATEMENTS ON FORM S-8
To execute and deliver all documents and to carry out with full power and
authority every act whatsoever requisite or necessary to be done by or on behalf
of the undersigned, including the execution of the Registration Statement on
Form S-8 and any documents incident thereto, to register with the Securities and
Exchange Commission the additional common stock of Lincare Holdings Inc. which
may be issued pursuant to the Lincare Holdings Inc. 1998 Stock Plan, as amended
March 10, 1999.
GENERAL PROVISIONS
All business transacted hereunder for me shall be transacted in my name,
and all endorsements and instruments executed by my Attorney-In-Fact for the
purpose of carrying out any of the foregoing powers, shall contain my name,
followed by that of my Attorney-In-Fact and the designation "Attorney-In-Fact."
I hereby ratify and confirm all lawful acts done by my said
Attorney-In-Fact pursuant to this Special Power of Attorney, and I direct that
this Special Power of Attorney shall continue in effect until terminated by me
in writing or by operation of law.
If the authority contained herein shall be revoked or terminated by
operation of law without notice, I hereby agree for myself, executors,
administrators, heirs and assigns, in consideration of my Attorney-In-Fact's
willingness to act pursuant to this Special Power of Attorney, to save and hold
my Attorney-In-Fact harmless from any loss suffered or any liability incurred by
him in so acting after such revocation or termination without notice.
------------------------------
THOMAS O. PYLE
