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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>
<S> <C>
Delaware 11-3131700
(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. Directors' 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
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CALCULATION OF REGISTRATION FEE
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<CAPTION>
Proposed Proposed
Title of maximum maximum
securities to Amount to be offering price aggregate offering Amount of
be registered registered (1) per share price registration fee
------------- -------------- -------------- ------------------ ----------------
<S> <C> <C> <C> <C>
Class A Common Stock, 62,000 $3.00 $186,000 $46.50 (2)
$0.001 par value per
share
Class A 13,000 $5.125 $66,625 $16.66 (2)
Common Stock
$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.
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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.
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
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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
("Article") provides for indemnification of officers, directors, agents and
employees of the Company as follows:
(a) The Company 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 Company) by reason of the fact
that he is or was a director, officer, employee or agent of the Company, or is
or was serving at the request of the Company 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
Company, 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
Company, and, with respect to any criminal action or proceeding, had reasonable
cause to believe that his conduct was unlawful.
(b) The Company 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 Company 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 Company, or is or was serving at the request of the Company 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 Company 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 Company
unless and only to the extent that the 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
Company 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.
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(d) Any indemnification under subsections (a) and (b) of this Article
(unless ordered by a court) shall be made by the Company 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 Company 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
Company 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 by-law, 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 Company 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 Company, or is or was serving at the request of the Company 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 Company 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) 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
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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.
The foregoing discussion of the Company's Certificate of
Incorporation and of the statute is not intended to be exhaustive and is
qualified in its entirety by such Certificate of Incorporation and the statute,
respectively.
Item 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
Item 8. EXHIBITS.
The following exhibits are filed as part of this Registration
Statement:
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EXHIBIT NO. IDENTIFICATION OF EXHIBIT
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5.1 Opinion Regarding Legality
10.4 Directors' 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>
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.
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(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 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.
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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
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 January 15, 2001.
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 and agent 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 January 15, 2001.
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Signature Title
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<S> <C>
/s/ WILLIAM F. BORNE Chief Executive Officer and Chairman of the Board
-------------------------------- (Principal Executive Officer)
William F. Borne
/s/ JOHN M. JOFFROIN Senior Vice President of Finance (Principal
-------------------------------- Financial and Accounting Officer)
John M. Joffrion
/s/ JAKE L. NETTERVILLE Director
--------------------------------
Jake L. Netterville
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S-1
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Director
--------------------------------
David R. Pitts
Director
--------------------------------
Peter F. Ricchiuti
RONALD A. LABORDE Director
--------------------------------
Ronald A. Laborde
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S-2
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INDEX TO EXHIBITS
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EXHIBIT NO. DESCRIPTION
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<S> <C>
5.1 Opinion Regarding Legality
10.4 Directors' 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
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