AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 4, 1996
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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OWEN HEALTHCARE, INC.
(Exact name of registrant as specified in its charter)
TEXAS
(State or other jurisdiction of
incorporation or organization)
75-1329577
(I.R.S. Employer
Identification No.)
9800 CENTRE PARKWAY, SUITE 1100
HOUSTON, TEXAS 77036
(Address of principal executive offices, including zip code)
OWEN HEALTHCARE, INC. 1996 STOCK OPTION PLAN
(Full title of the plan)
STEPHEN A. DRURY
EXECUTIVE VICE PRESIDENT
9800 CENTRE PARKWAY, SUITE 1100
HOUSTON, TEXAS 77036
(Name and address of agent for service)
(713) 777-8173
(Telephone number, including area code, of agent for service)
Copy to:
JEFFERY B. FLOYD
VINSON & ELKINS L.L.P.
2300 FIRST CITY TOWER
HOUSTON, TEXAS 77002-6760
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
====================================================================================
Title of Amount to be Proposed maximum Proposed maximum Amount of
securities to be registered offering price aggregate registration fee
registered per share* offering price*
- ---------------- -------------- ---------------- ---------------- ----------------
<S> <C> <C> <C> <C>
Common Stock,
no par value 900,000 shares $14.75 $13,276,969 $4,024
=====================================================================================
</TABLE>
*Estimated, solely for purposes of calculating the registration fee on the basis
of (a) with respect to 19,300 shares, $12.00 per share, the exercise price of
options already granted under the plan, and (b) with respect to the remainining
880,700 shares, $14.8125, the average of the high and low prices for the Common
Stock on the New York Stock Exchange on October 31, 1996.
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PART II
INFORMATION REQUIRED IN THIS REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents, which have been filed with the Securities and
Exchange Commission (the "Commission") by Owen Healthcare, Inc., a Texas
corporation (the "Company"), are incorporated herein by reference and made a
part hereof:
(a) The Company's Annual Report on Form 10-K for the fiscal year ended
November 30, 1995;
(b) The Company's Quarterly Reports on Form 10-Q for the periods ended
February 29, 1996, May 31, 1996, and August 31, 1996;
(c) The Description of the Company's Common Stock, no par value,
included in the Company's Registration Statement on Form 8-A as
filed with the Commission with respect to the Common Stock on May
21, 1996.
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 and
15(d) of the Exchange Act subsequent to the effective date of this Registration
Statement, prior to the filing of a post-effective amendment to this
Registration Statement indicating that all securities offered hereby have been
sold or deregistering all securities then remaining unsold, shall be deemed to
be incorporated by reference herein and to be a part hereof from the date of
filing of such documents. Any statement contained herein or in any document
incorporated or deemed to be incorporated by reference herein shall be deemed to
be modified or superseded for purposes of this Registration Statement to the
extent that a statement contained herein or in any other subsequently filed
document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed to constitute a part of this Registration
Statement, except as so modified or superseded.
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 Bylaws of the Company provide that, subject to certain limitations, its
officers and directors will be indemnified by the Company against judgements,
penalties, fines, settlements and reasonable expenses actually incurred by such
persons, to the fullest extent permitted under the TBCA. Generally, Article
2.02-1 of the TBCA permits a corporation to indemnify a person who was, is, or
is threatened to be made a named defendant or respondent in a proceeding because
the person was or is a director or officer if it is determined that such person
(i) conducted himself in good faith, (ii) reasonably believed (a) in the case of
conduct in his official capacity as a director or officer of the corporation,
that his conduct was in the corporation's best interests, or (b) in other cases,
that his conduct was at least not opposed to the corporation's best interests,
and (iii) in the case of any criminal proceeding, had no reasonable cause to
believe that his conduct was unlawful. In addition, the TBCA requires a
corporation to indemnify a director or officer for any action that such director
or officer is wholly successful in defending on the merits.
In addition, the Company's Restated Articles of Incorporation provide that a
director of the Company will not be liable to the corporation for monetary
damages for an act or omission in the director's capacity as a director, except
in the case of (i) a breach of the director's duty of loyalty to the corporation
or the shareholders, (ii) an act or omission not in good faith that involves
intentional misconduct or a knowing violation of the law, (iii) a transaction
from which a director received an improper benefit, whether or not the benefit
resulted from an action taken within the scope of the director's office, (iv) an
action or omission for which the liability of the director is expressly provided
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<PAGE>
by statute, or (v) and act related to an unlawful stock repurchase or dividend.
The Restated Articles of Incorporation further excuse a director from liability
to the fullest extent permitted by the TBCA.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
Unless otherwise indicated below as being incorporated by reference to
another filing of the Company with the Commission, each of the following
exhibits is filed herewith:
4.1 Restated Articles of Incorporation of the Company, as amended,
incorporated herein by reference to Exhibit 3.1 to the Company's
Registration Statement on Form S-4 (Registration No. 33-75456);
Articles of Amendment to Restated Articles of Incorporation dated
August 25, 1994 (incorporated by reference to Exhibit 3.1 to the
Company's Registration Statement on Form S-1 (Registration No.
33-93496)).
4.2 Bylaws of the Company incorporated herein by reference to Exhibit
3.2 to the Company's Registration Statement on Form S-4
(Registration No. 33-75456); Amendment to Bylaws dated June 12, 1995
(incorporated by reference to Exhibit 3.2 to the Company's
Registration Statement on Form S-1 (Registration No. 33-93496));
Amendment to Bylaws dated April 9, 1996 (incorporated by reference
to Exhibit 3.1 to the Company's Quarterly Report on Form 10-Q dated
February 29, 1996)).
4.3 Specimen Stock Certificate representing shares of Common Stock of
the Company, incorporated herein by reference to Exhibit 4.2 to the
Company's Registration Statement on Form S-1 (Registration No.
33-93496).
5.1 Opinion of Vinson & Elkins L.L.P.
23.1 Consent of Price Waterhouse LLP
23.2 Consent of Vinson & Elkins L.L.P. (included in Exhibit 5.1)
24.1 Powers of Attorney (included on the signature page to this
Registration Statement).
UNDERTAKINGS
The Company hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:
(a) To include any prospectus required by Section 10(a)(3) of the
Securities Act;
(b) To reflect in the prospectus any facts or events arising after
the effective date of this 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 this
Registration Statement;
(c) To include any material information with respect to the plan of
distribution not previously disclosed in this Registration Statement or
any material change to such information in this Registration Statement;
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<PAGE>
PROVIDED, HOWEVER, that paragraphs (1)(a) and (1)(b) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Registrant pursuant to
Section 13 or Section 15(d) of the Exchange Act that are incorporated by
reference in this 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.
(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.
(4) That, for the purposes of determining any liability under the
Securities Act, each filing of the Registrant's annual report pursuant to
Section 13(a) or Section 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 this 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.
(5) 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 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.
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<PAGE>
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 Houston, State of Texas, on the 31st day of October,
1996.
OWEN HEALTHCARE, INC.
By: /s/ CARL E. ISGREN
Name: Carl E. Isgren
Title: President, Chief Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Carl E. Isgren and Stephen A. Drury, or either of
them, 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 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 and on the dates indicated below.
<TABLE>
<CAPTION>
NAME TITLE DATE
<S> <C> <C>
/s/ CARL E. ISGREN President, Chief Executive Officer, October 31, 1996
Carl E. Isgren Director (Principal Executive Officer)
/s/ STANLEY H. FLORANCE Senior Vice President, Finance and Chief October 31, 1996
Stanley H. Florance Financial Officer (Principal Accounting and
Financial Officer)
/s/ DIAN G. OWEN Director October 31, 1996
Dian G. Owen
/s/ HARLAN C. STAI Director October 31, 1996
Harlan C. Stai
/s/ STEPHEN A. DRURY Director October 31, 1996
Stephen A. Drury
</TABLE>
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<PAGE>
<TABLE>
<CAPTION>
NAME TITLE DATE
<S> <C> <C>
/s/ DONALD M. JONES Director October 31, 1996
Donald M. Jones
/s/ ROBERT M. RUTLEDGE Director October 31, 1996
Robert M. Rutledge
/s/ J.D. EPSTEIN Director October 31, 1996
J.D. Epstein
/s/ DIANE PETERSON Director October 31, 1996
Diane Peterson
/s/ ROBERT L. WILLIAMS Director October 31, 1996
Robert L. Williams
/s/ HUGH M. MORRISON Director October 31, 1996
Hugh M. Morrison
</TABLE>
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<PAGE>
EXHIBIT INDEX
EXHIBIT
4.1 Restated Articles of Incorporation of the Company, as amended,
incorporated herein by reference to Exhibit 3.1 to the
Company's Registration Statement on Form S-4 (Registration
No. 33-75456); Articles of Amendment to Restated Articles of
Incorporation dated August 25, 1994 (incorporated by reference
to Exhibit 3.1 to the Company's Registration Statement on Form
S-1 (Registration No. 33-93496)).
4.2 Bylaws of the Company incorporated herein by reference to
Exhibit 3.2 to the Company's Registration Statement on Form
S-4 (Registration No. 33-75456); Amendment to Bylaws dated
June 12, 1995 (incorporated by reference to Exhibit 3.2 to the
Company's Registration Statement on Form S-1 (Registration
No. 33-93496)); Amendment to Bylaws dated April 9, 1996
(incorporated by reference to Exhibit 3.1 to the Company's
Quarterly Report on Form 10-Q dated February 29, 1996)).
4.3 Specimen Stock Certificate representing shares of Common Stock
of the Company, incorporated herein by reference to Exhibit
4.2 to the Company's Registration Statement on Form
S-1 (Registration No. 33-93496).
5.1 Opinion of Vinson & Elkins L.L.P.
23.1 Consent of Price Waterhouse L.L.P.
23.2 Consent of Vinson & Elkins L.L.P. (included in Exhibit 5.1)
24.1 Powers of Attorney (included on the signature page to this
Registration Statement).
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EXHIBIT 5.1
[LETTERHEAD OF VINSON $ ELKINS L.L.P.]
(713) 758-2222 (713) 758-2346
October 2, 1996
Owen Healthcare, Inc.
9800 Centre Parkway, Suite 1100
Houston, Texas 77036
Ladies and Gentlemen:
We have acted as counsel to Owen Healthcare, Inc., a Texas corporation
(the "Company"), in connection with the preparation of the Company's
Registration Statement on Form S-8 relating to the proposed offer and sale by
the Company of up to an aggregate of 900,000 shares of the Company's common
stock, no par value (the "Shares") pursuant to the Owen Healthcare, Inc. 1996
Stock Option Plan (the "Plan"). In such capacity, we are passing on certain
legal matters in connection with the registration of the sale of the Shares. At
your request, this opinion is being furnished to you for filing as an exhibit to
the Registration Statement.
In connection with rendering this opinion, we have examined such
certificates, instruments and documents and reviewed such questions of law as we
have considered necessary or appropriate for the purposes of this opinion. In
addition, we have relied as to factual matters on certificates of certain public
officials and officers of the Company.
Based upon the foregoing examination and review, we are of the opinion
that the Shares have been duly authorized for issuance and, when the
Registration Statement has been declared effective and the Shares are issued and
paid for in accordance with the provisions of the respective Plans, such Shares
will be validly issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving this consent, however, we do not hereby admit
that we are within the category of persons whose consent is required under
Section 7 of the Securities Act of 1933 and the rules and regulations of the
Securities and Exchange Commission thereunder.
Very truly yours,
VINSON & ELKINS L.L.P.
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Registration
Statement on Form S-8 of our report dated January 19, 1996 appearing on page 19
of Owen Healthcare, Inc.'s Form 10-K for the year ended November 30, 1995.
PRICE WATERHOUSE LLP
Houston, Texas
October 31, 1996
