<PAGE> 1
As filed with the Securities and Exchange Commission on February 3, 1998
REGISTRATION STATEMENT NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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. AMENDED AND RESTATED 1996 STOCK OPTION AND GRANT PLAN
(Full Title of the Plan)
------------------------------------
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
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CALCULATION OF REGISTRATION FEE
<TABLE>
<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 $.001 500,000 shares $9.25(2) $4,625,000(2) $1,365
per share
============================ ======================== ========================= ========================== ===================
</TABLE>
(1) Plus such additional number of shares as may be required pursuant to
the Selfcare, Inc. Amended and Restated 1996 Stock Option and Grant
Plan, as amended, 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
January 30, 1998 pursuant to Rules 457(c) and (h) under the Securities
Act of 1933, as amended, solely for purposes of determining the
registration fee.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference.
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 Annual Report on Form 10-KSB/A for the fiscal
year ended December 31, 1996;
(b) All other reports filed since the end of the Company's 1996
fiscal year 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, par value $.001
per share (the "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. The president of another
professional corporation which is a partner in Goodwin, Procter & Hoar LLP
beneficially owns 1,000 shares of Common Stock.
Item 6. Indemnification of Directors and Officers.
In accordance with Section 145 of the General Corporation Law of the
State of Delaware, Article VII of the Company's Amended and Restated Certificate
of Incorporation, as amended (the "Certificate of Incorporation"), provides that
no director of the Company shall be personally liable to the Company 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
Company or its stockholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (iii) in
respect of certain unlawful dividend payments or stock redemptions or
repurchases, or (iv) for any transaction from which the director derived an
improper personal benefit. In addition, the Certificate of Incorporation
provides that if the Delaware General Corporation Law is amended to authorize
the further elimination or limitation of the liability of directors, then the
liability of a director of the Corporation shall be eliminated or limited to the
fullest extent permitted by the Delaware General Corporation Law, as so amended.
Article V of the Company's Amended and Restated By-laws provides for
indemnification by the Company of its officers and certain non-officer employees
under certain circumstances against expenses (including attorney's fees,
judgments, fines and amounts paid in settlement) reasonably incurred in
connection with the defense or settlement of any threatened, pending or
completed legal proceeding in which any such person is involved by reason of the
fact that such person is or was an officer or employee of the Company, if such
person acted in good faith and in a manner he or she reasonably believed to be
in or not opposed to the best interests of the Company, and, with respect to
criminal actions or proceedings, if such person had no reasonable cause to
believe his or her conduct was unlawful.
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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.
<TABLE>
<CAPTION>
Exhibits
--------
<S> <C>
*4.1 Selfcare, Inc. Amended and Restated 1996 Stock Option and
Grant Plan
4.2 Amendment No. 1 to Selfcare, Inc. Amended and Restated 1996
Stock Option and Grant 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 (included in Exhibit
5.1)
23.2 Consent of Arthur Andersen LLP, Independent Accountants
24.1 Powers of Attorney (included on the signature page of this
registration statement)
* Incorporated by reference to Exhibit 4.1 to Selfcare, Inc.'s
registration statement on Form S-8 (File No. 333-15583) as
filed with the Securities and Exchange Commission on November
5, 1996.
</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:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933, as amended (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.
2
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(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 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, as amended,
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, The Commonwealth of Massachusetts, on
February 2, 1998.
SELFCARE, INC.
By: /s/ Ron Zwanziger
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Ron Zwanziger
President and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned officers
and directors of Selfcare, Inc. hereby severally constitutes Ron Zwanziger,
Anthony H. Hall and Kenneth D. Legg, and each of them singly, his true and
lawful attorneys with full power to them, and each of them singly, to sign for
the undersigned and in his name in the capacity indicated below, the
registration statement filed herewith and any and all amendments to said
registration statement, and generally to do all such things in his name and in
his capacity as officer or director to enable Selfcare, Inc. to comply with the
provisions of the Securities Act of 1933, as amended, and all requirements of
the Securities and Exchange Commission, hereby ratifying and confirming his
signature as it may be signed by his said attorneys, or any of them, to said
registration statement and any and all amendments thereto.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this registration statement has been signed below by the following persons in
the capacities and on the date indicated.
<TABLE>
<CAPTION>
SIGNATURE CAPACITY DATE
--------- -------- ----
<S> <C> <C>
/s/ Ron Zwanziger Director, President and February 2, 1998
- ------------------------------------ Chief Executive Officer
Ron Zwanziger (Principal Executive Officer)
/s/ Anthony H. Hall Chief Financial Officer (Principal Financial February 2, 1998
- ------------------------------------ Officer and Principal Accounting Officer)
Anthony H. Hall
/s/ Jonathan J. Fleming Director February 2, 1998
- ------------------------------------
Jonathan J. Fleming
/s/ Carol R. Goldberg Director February 2, 1998
- ------------------------------------
Carol R. Goldberg
/s/ Edward B. Roberts Director February 2, 1998
- ------------------------------------
Edward B. Roberts
/s/ Willard Lee Umphrey Director February 2, 1998
- ------------------------------------
Willard Lee Umphrey
/s/ John F. Levy Director February 2, 1998
- ------------------------------------
John F. Levy
/s/ Peter Townsend Director February 2, 1998
- ------------------------------------
Peter Townsend
</TABLE>
4
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No. Description
- ----------- -----------
<S> <C>
*4.1 Selfcare, Inc. Amended and Restated 1996 Stock Option and Grant Plan
4.2 Amendment No. 1 to Selfcare, Inc. Amended and Restated 1996 Stock
Option and Grant 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 (included in Exhibit 5.1)
23.2 Consent of Arthur Andersen LLP, Independent Accountants
24.1 Powers of Attorney (included on the signature page of this registration statement)
</TABLE>
- ----------------
* Incorporated by reference to Exhibit 4.1 to Selfcare, Inc.'s
registration statement on Form S-8 (File No. 333-15583) as filed with
the Securities and Exchange Commission on November 5, 1996.
5
<PAGE> 1
EXHIBIT 4.2
AMENDMENT NO. 1
TO THE
SELFCARE, INC. AMENDED AND RESTATED
1996 STOCK OPTION AND GRANT PLAN
The Selfcare, Inc. Amended and Restated 1996 Stock Option and Grant
Plan (the "Plan") is hereby amended as follows pursuant to resolutions adopted
and approved by the Board of Directors of Selfcare, Inc. (the "Company"), and by
the stockholders of the Company entitled to vote thereon at the Company's 1997
Annual Meeting of Stockholders:
Amendment to Section 3(a) of the Plan. The first sentence of Section
3(a) of the Plan is hereby amended by deleting the number "1,000,000"
and substituting the number "1,500,000" therefor.
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EXHIBIT 5.1
[GOODWIN, PROCTER & HOAR LLP LETTERHEAD]
February 2, 1998
Selfcare, Inc.
200 Prospect Street
Waltham, MA 02154
Re: Registration Statement on Form S-8
Gentlemen:
This opinion is furnished in connection with the registration, pursuant
to the Securities Act of 1933, as amended (the "Securities Act"), of 500,000
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, as amended to date, 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. Amended and
Restated 1996 Stock Option and Grant Plan (the "Option Plan"); Amendment No. 1
to the Option 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.
<PAGE> 2
[GOODWIN, PROCTER & HOAR LLP LETTERHEAD]
Selfcare, Inc.
February 2, 1998
Page 2
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ GOODWIN, PROCTER & HOAR LLP
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GOODWIN, PROCTER & HOAR LLP
<PAGE> 1
EXHIBIT 23.2
ARTHUR ANDERSEN LLP
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 February 19,
1997 (except for the matters discussed in Notes 2(n) and 5, as to which the
date is March 6, 1997) incorporated by reference in Selfcare, Inc.'s Form
10-KSB/A for the year ended December 31, 1996 and to all references to our Firm
included in this registration statement.
/s/ ARTHUR ANDERSEN LLP
--------------------------------------
ARTHUR ANDERSEN LLP
Boston, Massachusetts
January 30, 1998
