<PAGE> 1
As Filed with the Securities and Exchange Commission on December 12, 2000
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
AMEDISYS, INC.
(Exact name of Registrant as specified in its charter)
<TABLE>
<CAPTION>
Delaware 11-3131700
<S> <C>
(State or other jurisdiction of incorporation (I.R.S. Employer Identification Number)
or organization)
</TABLE>
11100 Mead Road, Suite 300
Baton Rouge, Louisiana 70816
225-292-2031
(Address, including zip code, and telephone
number, including area code, of Registrant's principal
executive offices)
Amedisys, Inc. 1998 Stock Option Plan
(Full title of the Plan)
William F. Borne
11100 Mead Road, Suite 300
Baton Rouge, Louisiana 70816
225-292-2031
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copy to:
Anthony J. Correro, III
Correro Fishman Haygood Phelps Walmsley & Casteix, L.L.P.
201 St. Charles Ave., 46th Floor
New Orleans, Louisiana 70170-4600
(504) 586-5253
<PAGE> 2
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Title of securities to Amount to be Proposed maximum Proposed maximum Amount of
be registered registered (1) offering price per aggregate offering registration fee
share price
------------------------ ---------------------- -------------------- ------------------------ ----------------------
<S> <C> <C> <C> <C>
Class A Common Stock, 6,550 $ 7.00 $ 45,850 $ 12.10(2)
$0.001 par value per
share
Class A Common Stock, 57,636 $ 6.61 $ 380,974 $ 100.58(2)
$0.001 par value per
share
Class A Common Stock, 81,585 $ 6.20 $ 505,827 $ 133.54(2)
$0.001 par value per
share
Class A Common Stock, 548,500 $ 3.00 $ 1,645,500 $ 434.41(2)
$0.001 par value per
share
Class A 27,000 $ 5.125 $ 138,375 $ 36.53(2)
Common Stock
$0.001 par value
per share
Class A 50,000 $ 3.50 $ 175,000 $ 46.20(2)
Common Stock
$0.001 par value
per share
Class A Common Stock, 653,729 $ 3.47 $ 2,268,440 $ 598.87(3)
$0.001 par value per
share
</TABLE>
(1) Upon a stock split, stock dividend or similar transaction in the future
and during the effectiveness of this Registration Statement involving
the Class A Common Stock, $0.001 par value per share, of the Company,
the number of shares thereof registered shall be automatically
increased to cover the additional shares thereof in accordance with
Rule 416(a) under the Securities Act of 1933.
(2) Computed in accordance with Rule 457, calculated based upon the price
at which currently outstanding options are exercisable.
2
<PAGE> 3
(3) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) and (h) under the Securities Act of 1933, based
on the average of the bid and ask price per share of the Class A Common
Stock, December 11 $0.001 par value per share, on the O.T.C. Bulletin
Board, on December 7, 2000.
----------
3
<PAGE> 4
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents, which have been filed by Amedisys, Inc. (the
"Company") with the Securities and Exchange Commission (the "Commission"), are
incorporated herein by reference:
(a) The Company's Form 10-K dated March 30, 2000, filed pursuant to the
Securities Exchange Act of 1934 (the "1934 Act"), as amended by Form
10-K/A dated September 1, 2000, filed pursuant to the 1934 Act.
(b) The Company's quarterly reports on Form 10-Q for the quarters ended
March 31, 2000, June 30, 2000 and September 30, 2000 filed pursuant to
the 1934 Act.
(c) The description of the Company's Common Stock contained in its Form 8-K
dated December 11, 2000 filed with the Commission.
All reports filed by the Company with the Commission, pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the 1934 Act subsequent to the date of
this Registration Statement and prior to the filing of a post-effective
amendment which indicates that all securities offered have been sold or which
deregisters all securities then remaining unsold shall, except to the extent
otherwise provided by Regulation S-K or any other rule promulgated by the
Commission, be deemed to be incorporated by reference in this Registration
Statement and to be part hereof from the date of filing of such documents.
Item 4. DESCRIPTION OF SECURITIES.
Not applicable.
Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
4
<PAGE> 5
Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Delaware General Corporation Law (the "statute"), Section 145,
gives Delaware corporations broad powers to indemnify their present and former
directors, officers, agents and employees and those of affiliated corporations
against expenses incurred in the defense of any lawsuit to which they are, or
might be, made parties by reason of being, or having been, such directors,
officers, agents or employees; subject to specific conditions and exclusions
gives a director, officer, agent or employee who successfully defends an action
the right to be so indemnified, and in some cases permits even those who
unsuccessfully defend actions to be so indemnified; and authorizes Delaware
corporations to buy liability insurance on behalf of any current or former
director, officer, agent or employee. Such indemnification is not exclusive of
any other rights to which those indemnified may be entitled under any by-law,
agreement, authorization of shareholders or otherwise.
Article XI of the Certificate of Incorporation of the Company provides
for indemnification of officers, directors, agents and employees of the Company
as follows:
(a) The Corporation shall indemnify any person who was or is a party or
is threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative
(other than an action by or in the right of the Corporation) by reason of the
fact that he is or was a director, officer, employee or agent of the
Corporation, or is or was serving at the request of the Corporation as a
director, officer, employee or agent of another corporation, partnership joint
venture, trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit or proceeding if he acted
in good faith and in a manner he 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 his conduct was unlawful. The
termination of any action, suit or proceeding by judgment, order, settlement,
conviction or upon a plea of nolo contendere or its equivalent, shall not, of
itself, create a presumption that the person did not act in good faith and in a
manner in which he 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 reasonable cause to believe that his conduct was unlawful.
(b) The Corporation shall indemnify any person who was or is a party or
is threatened to be made a party to any threatened, pending or completed action
or suit by or in the right of the Corporation to procure a judgment in its favor
by reason of the fact that he is or was a director, officer, employee or agent
of the Corporation, or is or was serving at the request of the Corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against expenses (including attorneys' fees)
actually and reasonably incurred by him in connection with the defense or
settlement of such action or suit if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
Corporation and except that no indemnification shall be made in respect of any
claim, issue or matter as to which such person shall have been adjudged to be
liable to the Corporation unless and only to the extent that the
5
<PAGE> 6
Court of Chancery or the court in which such action or suit was brought shall
determine upon application that, despite the adjudication of liability but in
view of all the circumstances of the case, such person is fairly and reasonably
entitled to indemnity for such expenses which the Court of Chancery or such
other court shall deem proper.
(c) To the extent that a director, officer, employee or agent of the
Corporation has been successful on the merits or otherwise in defense of any
action, suit or proceeding referred to in subsections (a) and (b) of this
Article, or in defense of any claim, issue or matter therein, he shall be
indemnified against expenses (including attorneys' fees) actually and reasonably
incurred by him in connection therewith.
(d) Any indemnification under subsections (a) and (b) of this Article
(unless ordered by a court) shall be made by the Corporation only as authorized
in the specific case upon a determination that indemnification of the director,
officer, employee or agent is proper in the circumstances because he has met the
applicable standard of conduct set forth in subsections (a) and (b) of this
Article. Such determination shall be made (1) by the Board of Directors by a
majority vote of a quorum consisting of directors who were not parties to such
action, suit or proceeding, or (2) if such quorum is not obtainable, or, even if
obtainable a quorum of disinterested directors so directs, by independent legal
counsel in a written opinion, or (3) by the stockholders.
(e) Expenses (including attorneys' fees) incurred by an officer or
director in defending any civil, criminal, administrative or investigative
action, suit or proceeding may be paid by the Corporation in advance of the
final disposition of such action, suit or proceeding upon receipt of an
undertaking by or on behalf of such director or officer to repay such amount if
it shall ultimately be determined that he is not entitled to be indemnified by
the Corporation as authorized by this Article. Such expenses (including
attorneys' fees) incurred by other employees and agents may be so paid upon such
terms and conditions, if any, as the Board of Directors deems appropriate.
(f) The indemnification and advancement of expenses provided by, or
granted pursuant to, the other subsections of this Article shall not be deemed
exclusive of any other rights to which those seeking indemnification or
advancement of expenses may be entitled under any bylaw, agreement, vote of
stockholders or disinterested directors or otherwise, both as to action in his
official capacity and as to action in another capacity while holding such
office.
(g) The Corporation shall have the power to purchase and maintain
insurance on behalf of any person who is or was a director, officer, employee or
agent of the Corporation, or is or was serving at the request of the Corporation
as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise against any liability asserted against
him and incurred by him in any such capacity, or arising out of his status as
such, whether or not the Corporation would have the power to indemnify him
against such liability under this Article.
(h) For purposes of this Article references to "the Corporation" shall
include, in addition to the resulting corporation, any constituent corporation
(including any constituent of a constituent)
6
<PAGE> 7
absorbed in a consolidation or merger which, if its separate existence had
continued, would have had the power and authority to indemnify its directors,
officers, and employees or agents, so that any person who is or was a director,
officer, employee or agent of such constituent corporation, or is or was serving
at the request of such constituent corporation as a director, officer, employee
or agent of another corporation, partnership, joint venture, trust or other
enterprise, shall stand in the same position under this Article with respect to
the resulting or surviving corporation as he would have with respect to such
constituent corporation if its separate existence had continued.
(i) The indemnification and advancement of expenses provided by, or
granted pursuant to, this Article shall, unless otherwise provided when
authorized and ratified, continue as to a person who has ceased to be a
director, officer, employee or agent and shall inure to the benefit of the
heirs, executors and administrators of such a person.
Pursuant to Article 10.6 of the 1998 Stock Option Plan (the
"Plan"), the Company shall indemnify each present and future member of the Board
of Directors and the Compensation Committee of the Board of Directors for all
expenses reasonably incurred in connection with or arising out of any suit,
action or proceeding related to such person's involvement with the
administration of the Plan, even if such person is finally adjudged to have been
negligent in the performance of his or her duties. Such indemnity shall not
apply if such person is adjudged to have been guilty of gross negligence or
willful misconduct. In addition, no indemnity shall be available if such person
fails to offer the Company, within 60 days of the institution of such
proceeding, the right to handle and defend same at its own expense.
The foregoing discussion of the Company's Certificate of
Incorporation, of the Plan, and of the statute is not intended to be exhaustive
and is qualified in its entirety by such Certificate of Incorporation, the Plan
and the statute, respectively.
Item 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
7
<PAGE> 8
Item 8. EXHIBITS.
The following exhibits are filed as part of this Registration
Statement:
EXHIBIT NO. IDENTIFICATION OF EXHIBIT
5.1 Opinion Regarding Legality
10.4 1998 Stock Option Plan (previously filed as an exhibit to the
Company's Definitive Proxy Statement filed with the Commission
June 30, 1998, and incorporated herein by reference thereto)
23.1 Consent of Counsel (included in Exhibit 5.1)
23.2 Consent of Arthur Andersen LLP
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 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) 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 section
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 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the
8
<PAGE> 9
foregoing provisions, or otherwise, the registrant has been advised
that in the opinion of the 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.
9
<PAGE> 10
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
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 Baton Rouge, State of Louisiana, on December 12,
2000.
AMEDISYS, INC.
By: /s/ WILLIAM F. BORNE
---------------------------------
William F. Borne,
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that such person whose signature
appears immediately below constitutes and appoints each of William F. Borne and
Michael D. Lutgring his true and lawful attorney-in-fact and agent, with full
power of substitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective 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 attorney-in-fact full power and authority to do
and perform each and every act and thing requisite and necessary to be done, as
fully to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorney-in-fact and agent or his
substitute or substitutes may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on December 12, 2000.
<TABLE>
<CAPTION>
Signature Title
--------- -----
<S> <C>
/s/ WILLIAM F. BORNE
------------------------ Chief Executive Officer and Chairman of the Board
William F. Borne (Principal Executive Officer)
/s/ JOHN M. JOFFRION
------------------------ Senior Vice President of Finance (Principal
John M. Joffrion Financial and Accounting Officer)
/s/ JAKE L. NETTERVILLE
------------------------ Director
Jake L. Netterville
------------------------ Director
David R. Pitts
------------------------ Director
Peter F. Ricchiuti
/s/ RONALD A. LABORDE
------------------------ Director
Ronald A. LaBorde
</TABLE>
S-1
<PAGE> 11
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------- -----------
<S> <C>
5.1 Opinion Regarding Legality
10.4 1998 Stock Option Plan (previously filed as an exhibit to the
Company's Definitive Proxy Statement filed with the Commission
June 30, 1998, and incorporated herein by reference thereto)
23.1 Consent of Counsel (included in Exhibit 5.1)
23.2 Consent of Arthur Andersen LLP
</TABLE>
