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As filed with the Securities and Exchange Commission on December 13, 1996
REGISTRATION STATEMENT NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-------------------------
SELFCARE, INC.
(Exact name of Registrant as specified in its charter)
Delaware 04-3164127
(State of Incorporation) (I.R.S. Employer Identification Number)
200 PROSPECT STREET
WALTHAM, MASSACHUSETTS 02154
(617) 647-3900
(Address, including zip code, and telephone number, including area code, of
Registrant's principal executive offices)
SELFCARE, INC. EMPLOYEE STOCK PURCHASE PLAN
(Full Title of the Plans)
------------------------------------
RON ZWANZIGER
CHAIRMAN AND CHIEF EXECUTIVE OFFICER
SELFCARE, INC.
200 PROSPECT STREET
WALTHAM, MASSACHUSETTS 02154
(617) 647-3900
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
----------------------------
With a copy to:
Stephen W. Carr, P.C.
GOODWIN, PROCTER & HOAR LLP
Exchange Place
53 State Street
Boston, Massachusetts 02109-2881
(617) 570-1000
-----------------------------
<TABLE>
CALCULATION OF REGISTRATION FEE
<CAPTION>
==========================================================================================================================
Title of Securities Being Amount to be Proposed Maximum Offering Proposed Maximum Aggregate Amount of
Registered Registered (1) Price Per Share Offering Price Registration Fee
- - - --------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value $.001 250,000 shares $14.00(2) $3,500,000.00 $1,060.61
per share
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<FN>
(1) Plus such additional number of shares as may be required pursuant to the Selfcare, Inc. Employee Stock Purchase
Plan in the event of a stock dividend, reverse stock split, split-up, recapitalization or other similar event.
(2) This estimate is based on the average of the high and low sales prices on the American Stock Exchange of the
Common Stock of Selfcare, Inc. on December 11, 1996 pursuant to Rules 457(c) and (h) under the Securities Act of
1933, as amended, solely for purposes of determining the registration fee.
</TABLE>
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference.
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Selfcare, Inc. (the "Company") hereby incorporates by reference the
documents listed in (a) through (c) below, which have previously been filed with
the Securities and Exchange Commission.
(a) The Company's prospectus, containing audited financial statements
for the fiscal year ended December 31, 1995, filed with the
Securities and Exchange Commission pursuant to Rule 424(b)
promulgated under the Securities Act of 1933, as amended (the
"Securities Act"), on August 6, 1996;
(b) All other reports filed since August 5, 1996 pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"); and
(c) The description of the Company's common stock contained in its
Registration Statement on Form 8-A, filed with the Securities and
Exchange Commission on June 14, 1996, as amended, under Section
12 of the Exchange Act and any amendments or reports filed for
the purpose of updating such description.
In addition, all documents subsequently filed with the Securities and
Exchange Commission 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
hereto which indicates that all securities offered hereunder have been sold or
that deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference in this registration statement and to be a 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.
--------------------------------------
The legality of the shares of Common Stock registered by the Company
hereby will be passed upon for the Company by Goodwin, Procter & Hoar LLP,
Boston, Massachusetts. The president of a professional corporation which is a
partner in the firm of Goodwin, Procter & Hoar LLP beneficially owns an
aggregate of approximately 40,664 shares of Common Stock and warrants to
purchase up to 5,278 shares of Common Stock at an exercise price of $2.53 per
share.
Item 6. Indemnification of Directors and Officers.
-----------------------------------------
The Certificate of Incorporation contains a provision permitted by
Delaware law that generally eliminates the personal liability of directors for
monetary damages for breaches of their fiduciary duty, including breaches
involving negligence or gross negligence in business combinations, unless the
director has breached his or her duty of loyalty, failed to act in good faith,
engaged in intentional misconduct or a knowing violation of law, paid a dividend
or approved a stock repurchase in violation of the Delaware General Corporation
Law or obtained an improper personal benefit. This provision does not alter a
Director's liability under the federal securities laws. In addition, this
provision does not affect the availability of equitable remedies, such as an
injunction or rescission, for breach of fiduciary duty. The Company believes
that this provision will assist the Company in attracting and retaining
qualified individuals to serve as directors.
The By-laws of the Company provide that directors and officers of the
Company shall be, and in the discretion of the Board of Directors, non-officer
employees may be, indemnified by the Company to the fullest extent authorized by
Delaware law, as it now exists or may in the future be amended, against all
expenses and liabilities reasonably incurred in connection with service for or
on behalf of the Company. The By-laws of the Company also provide that the right
of directors and officers to indemnification shall be a contract right and shall
not be exclusive of any other right now possessed or hereafter acquired under
any by-law, agreement, vote of stockholders or otherwise.
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The Company carries directors' and officers' liability insurance
covering its directors and officers.
Item 7. Exemption from Registration Claimed.
-----------------------------------
Not applicable.
Item 8. Exhibits.
--------
The following is a complete list of exhibits filed or incorporated by
reference as part of this registration statement.
Exhibits
- - - --------
*4.1 Selfcare, Inc. Employee Stock Purchase Plan
5.1 Opinion of Goodwin, Procter & Hoar LLP as to the legality of the
securities being registered.
23.1 Consent of Goodwin, Procter & Hoar LLP (to be included in
Exhibit 5.1).
23.2 Consent of Arthur Andersen LLP, Independent Public Accountants.
24.1 Powers of Attorney (included on page 4 of this registration
statement).
* Incorporated by reference to the relevant exhibit to Selfcare,
Inc.'s registration statement on Form SB-2 (File No. 333-4830-NY)
as filed with the Commission on May 17, 1996.
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:
(i) To include any prospectus required by
Section 10(a)(3) of the Securities Act;
(ii) To reflect in the prospectus any facts or
events arising after the effective date of the
registration statement (or the most recent post-effective
amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the
information set forth in the registration statement; and
(iii) 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, 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; and
(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,
each filing of the registrant's annual report pursuant to Section
13(a) or 15(d) of the Exchange Act (and, where applicable, each
filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Exchange Act) 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 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
Securities Act, and
2
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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 Securities Act and will be governed by
the final adjudication of such issue.
3
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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, in the City of Waltham, Commonwealth of Massachusetts, on December
13, 1996.
SELFCARE, INC.
By: /s/ Ron Zwanziger
--------------------------------------
Ron Zwanziger
President and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that we, the undersigned officers and
directors of Selfcare, Inc. hereby severally constitute Ron Zwanziger, Anthony
H. Hall and Kenneth D. Legg, and each of them singly, our true and lawful
attorneys with full power to them, and each of them singly, to sign for us and
in our names in the capacities indicated below, the registration statement filed
herewith and any and all amendments to said registration statement, and
generally to do all such things in our names and in our capacities as officers
and directors to enable Selfcare, Inc. to comply with the provisions of the
Securities Act of 1933 and all requirements of the Securities and Exchange
Commission, hereby ratifying and confirming our signatures as they may be signed
by our said attorneys, or any of them, to said registration statement and any
and all amendments thereto.
<TABLE>
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 date indicated.
<CAPTION>
SIGNATURE CAPACITY DATE
--------- -------- ----
<S> <C> <C>
/s/ Ron Zwanziger Director, President and December 13, 1996
- - - ------------------------------------ Chief Executive Officer
Ron Zwanziger (Principal Executive Officer)
/s/ Anthony H. Hall Chief Financial Officer (Principal Financial December 13, 1996
- - - ------------------------------------ Officer and Principal Accounting Officer)
Anthony H. Hall
/s/ Jonathan J. Fleming Director December 13, 1996
- - - ------------------------------------
Jonathan J. Fleming
/s/ Carol R. Goldberg Director December 13, 1996
- - - ------------------------------------
Carol R. Goldberg
/s/ Edward B. Roberts Director December 13, 1996
- - - ------------------------------------
Edward B. Roberts
/s/ Willard Lee Umphrey Director December 13, 1996
- - - ------------------------------------
Willard Lee Umphrey
/s/ John Levy Director December 13, 1996
- - - ------------------------------------
John Levy
/s/ Peter Townsend Director December 13, 1996
- - - ------------------------------------
Peter Townsend
</TABLE>
4
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EXHIBIT INDEX
Exhibit No. Description Page*
- - - ----------- ----------- -----
*4.1 Selfcare, Inc. Employee Stock Purchase Plan
5.1 Opinion of Goodwin, Procter & Hoar LLP as to the
legality of the securities being registered.
23.1 Consent of Goodwin, Procter & Hoar LLP (to be included
in Exhibit 5.1).
23.2 Consent of Arthur Andersen LLP, Independent Public Accountants.
24.1 Powers of Attorney (included on page 4 of this
registration statement).
- - - -------------------------
* Incorporated by reference to the relevant exhibit to Selfcare, Inc.'s
registration statement on Form SB-2 (File No. 333-4830-NY) as filed
with the Commission on May 17, 1996.
* Refers to sequentially numbered copy.
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Exhibit 5.1
GOODWIN, PROCTER & HOAR LLP
COUNSELLORS AT LAW
EXCHANGE PLACE
BOSTON, MASSACHUSETTS 02109-2881
TELEPHONE (617) 570-1000
TELECOPIER (617) 523-1231
December 13, 1996
Selfcare, Inc.
200 Prospect Street
Waltham, MA 02154
Re: Registration Statement on Form S-8
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Gentlemen:
This opinion is furnished in connection with the registration, pursuant
to the Securities Act of 1933, as amended (the "Securities Act"), of 250,000
shares of common stock, par value $.001 per share (the "Shares"), of Selfcare,
Inc., a Delaware corporation (the "Company").
In connection with rendering this opinion, we have examined the Amended
and Restated Certificate of Incorporation and the Amended and Restated Bylaws of
the Company; such records of the corporate proceedings of the Company as we
deemed material; a registration statement on Form S-8 under the Securities Act
relating to the Shares (the "Registration Statement") and the prospectus
contained therein (the "Prospectus"); the Selfcare, Inc. Employee Stock Purchase
Plan; and such other certificates, receipts, records and documents as we
considered necessary for the purposes of this opinion.
We are attorneys admitted to practice in the Commonwealth of
Massachusetts. We express no opinion herein concerning the laws of any
jurisdictions other than the laws of the United States of America, the
Commonwealth of Massachusetts and the General Corporation Law of the State of
Delaware.
Based upon the foregoing, we are of the opinion that when the Shares
have been issued and paid for in accordance with the terms of the Prospectus,
the Shares will be legally issued, fully paid and nonassessable shares of common
stock, par value $.001 per share, of the Company.
The foregoing assumes that all requisite steps will be taken to comply
with the requirements of the Securities Act and applicable requirements of state
laws regulating the offer and sale of securities.
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GOODWIN, PROCTER & HOAR LLP
Selfcare, Inc.
December 13, 1996
Page 2
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
GOODWIN, PROCTER & HOAR LLP
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Exhibit 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our report dated March 1, 1996
(except for the matters discussed in Note 2(l), 5, 8, 9(c), 9(d), 11(a) and
11(d) as to which the dates are June 20, 1996, May 7, 1996, May 21, 1996, July
5, 1996, March 15, 1996, May 11, 1996 and June 13, 1996, respectively) included
in Selfcare, Inc. Form SB-2 for the year ended December 31, 1995 and to all
references to our Firm included in this registration statement.
ARTHUR ANDERSEN LLP
Boston, Massachusetts,
December 10, 1996
