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As filed with the Securities and Exchange Commission on April 30, 1998.
Registration 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
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THE COMPANY DOCTOR
(Exact name of registrant as specified in its charter)
Delaware 72-1234136
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
5215 North O'Connor Boulevard, Suite 1800
Irving, Texas 75039
Telephone: (972) 401-8300
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)
The Company Doctor
401(k) Retirement Plan and Profit Sharing Trust
(Full title of the plan)
Fred Parrish
5215 North O'Connor Boulevard, Suite 1800
Irving, Texas 75039
Telephone: (972) 401-8300
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
Copy to:
Robert W. Walter, Esq.
Berliner Zisser Walter & Gallegos, P.C.
Suite 4700
1700 Lincoln Street
Denver, Colorado 80203
Telephone: (303) 830-1700
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CALCULATION OF REGISTRATION FEE
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AMOUNT PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF SECURITIES TO BE OFFERING PRICE AGGREGATE AMOUNT OF
TO BE REGISTERED REGISTERED PER SHARE(1) OFFERING PRICE(1) REGISTRATION FEE
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<S> <C> <C> <C> <C>
Common Stock(2) . . . . . . . . . . . 25,000 $ 3.50 $ 87,500 $ 25.82
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(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h). Represents the average of the high and low
prices for the Common Stock as quoted on The Nasdaq SmallCap Market on
April 14, 1998.
(2) Pursuant to Rule 416, includes such indeterminate number of additional
shares of Common Stock as may be required to be issued pursuant to the
anti-dilution provisions of the Stock Option Plan in the event of a stock
split, stock dividend or similar event.
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PART I
INFORMATION NOT REQUIRED IN THE REGISTRATION STATEMENT
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents previously filed with the Securities and
Exchange Commission are incorporated herein by reference:
(a) The Registrant's latest Annual Report filed pursuant to Section 13(a)
or 15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), containing consolidated audited financial statements
for the Registrant's fiscal year ended June 30, 1997;
(b) All other reports filed by the Registrant pursuant to Section 13(a)
or 15(d) of the Exchange Act since the end of the fiscal year covered
by the Registrant's Annual Report referred to in (a) above; and
(c) The description of Common Stock contained in the Registrant's
Registration Statement on Form 8-A filed December 29, 1995 under the
Exchange Act, which Form 8-A incorporated by reference the
description of the Registrant's capital stock contained in the
Company's Registration Statement on Form SB-2 (S.E.C. File No.
333-99530-D), as filed with the Commission under the Securities Act
of 1933, as amended, on November 16, 1995 and declared effective
February 6, 1996.
All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act 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 be
deemed to be incorporated herein by reference 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
The validity of the securities to be issued under The Company Doctor
401(k) Retirement Plan and Profit Sharing Trust has been passed upon for the
Registrant by Berliner Zisser Walter & Gallegos, P.C., Denver, Colorado. A
partner of such firm holds options to acquire 40,601 shares of Common Stock of
the Registrant and owns 7,253 shares of Common Stock.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Pursuant to the provisions of the Delaware General Corporation Law,
the Registrant has adopted provisions in its Certificate of Incorporation which
provide that directors of the Registrant shall not be personally liable for
monetary damages to the Registrant or its stockholders for a breach of
fiduciary duty as a director.
The Delaware General Corporation Law also empowers a corporation to
indemnify directors, officers, employees and agents and to the extent that such
persons have been successful on the merits or otherwise n defense of any
action, suite or proceeding referred to in such statute, indemnification
against expenses in connection therewith is mandated.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
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ITEM 8. EXHIBITS
* 4.1 Form of specimen certificate for Common Stock of the Registrant.
* 4.2 Form of specimen certificate for Warrants of the Registrant.
* 4.4 Form of Unit Purchase Option of the Registrant.
* 4.5 Form of Warrant Agreement by and among the Registrant, Continental
Stock Transfer & Trust Company and Royce Investment Group, Inc.
** 5. Opinion of Berliner Zisser Walter & Gallegos, P.C., regarding
legality of the securities covered by this Registration Statement.
** 23.1 The consent of Berliner Zisser Walter & Gallegos, P.C., to the use
of its opinion with respect to the legality of the securities
covered by this Registration Statement and to the references to
such firm in the Prospectus filed as part of this Registration
Statement is included in Exhibit 5.
** 23.2 Consent of Ehrhardt Keefe Steiner & Hottman PC, independent
certified public accountants for the Registrant.
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* Incorporated by reference from the Registrant's Registration Statement on
Form SB-2 (S.E.C. File No. 333-99530-D).
** Filed herewith.
ITEM 9. UNDERTAKINGS.
(a) Rule 415.
The undersigned small business issuer hereby undertakes that it will:
(1) File, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement to:
(iii) Include any additional or changed material information on
the plan of distribution.
(2) For determining liability under the Securities Act of 1933
(the "Securities Act"), treat each post- effective amendment as a new
registration statement of securities offered, and the offering of the
securities at that time to be the initial bona fide offering.
(3) File a post-effective amendment to remove from registration
any of the securities that remain unsold at the end of the offering.
(b) Warrants and rights offerings.
Not applicable.
(h) Indemnification.
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
small business issuer pursuant to the foregoing provisions, or otherwise, the
small business issuer has been advised that in the opinion of the Securities
and Exchange 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 small business issuer of expenses incurred or paid by a director, officer
or controlling person of the small business issuer 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
small business issuer 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 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 Irving, State of Texas, on April 27, 1998.
THE COMPANY DOCTOR
By: /s/ Dale W. Willetts
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Dale W. Willetts, Acting Chief
Executive Officer
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.
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SIGNATURE TITLE DATE
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<S> <C> <C>
/s/ Donald F. Angle, M.D. Chairman of the Board April 27, 1998
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Donald F. Angle, M.D.
/s/ Dale W. Willetts Acting Chief Executive Officer April 27, 1998
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Dale W. Willetts and Director
/s/ Fred G. Parrish Chief Operating Officer April 27, 1998
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Fred G. Parrish and Acting Principal Financial and
Accounting Officer
/s/ Carl S. Luikart Director April 27, 1998
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Carl S. Luikart
/s/ John P. Kennedy Director April 27, 1998
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John P. Kennedy
/s/ W. Howard Haun Director April 27, 1998
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W. Howard Haun
/s/ Stephen W. Cavanaugh Director April 27, 1998
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Stephen W. Cavanaugh
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EXHIBIT INDEX
* 4.1 Form of specimen certificate for Common Stock of the Registrant.
* 4.2 Form of specimen certificate for Warrants of the Registrant.
* 4.4 Form of Unit Purchase Option of the Registrant.
* 4.5 Form of Warrant Agreement by and among the Registrant, Continental
Stock Transfer & Trust Company and Royce Investment Group, Inc.
** 5. Opinion of Berliner Zisser Walter & Gallegos, P.C., regarding
legality of the securities covered by this Registration Statement.
** 23.1 The consent of Berliner Zisser Walter & Gallegos, P.C., to the use
of its opinion with respect to the legality of the securities
covered by this Registration Statement and to the references to
such firm in the Prospectus filed as part of this Registration
Statement is included in Exhibit 5.
** 23.2 Consent of Ehrhardt Keefe Steiner & Hottman PC, independent
certified public accountants for the Registrant.
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* Incorporated by reference from the Registrant's Registration Statement on
Form SB-2 (S.E.C. File No. 333-99530-D).
** Filed herewith.
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EXHIBIT 5
[BERLINER ZISSER WALTER & GALLEGOS, P.C. LETTERHEAD]
April 29, 1998
The Company Doctor
5215 North O'Connor Boulevard, Suite 1800
Irving, Texas 75039
Re: Registration Statement on Form S-8 Covering 25,000
Shares of Common Stock Reserved for Issuance Under
The Company Doctor 401(k) Retirement Plan and Profit Sharing Trust.
Gentlemen:
We have acted as counsel to The Company Doctor, a Delaware corporation
(the "Company"), in connection with preparation and filing with the Securities
and Exchange Commission under the registration provisions of the Securities Act
of 1933, as amended, by the Company of a Registration Statement on Form S-8
expected to be filed by the Company with the Securities and Exchange Commission
on or about April 29, 1998 (as the same may be amended from time to time, the
"Registration Statement") covering 25,000 shares of Common Stock (the "Shares")
reserved for issuance under the Company's 401(k) Retirement Plan and Profit
Sharing Trust (the "Plan").
In such capacity, we have examined, among other documents, the
Registration Statement covering the offering of the Shares.
Based on the foregoing and on such further examination as we have
deemed relevant and necessary, we are of the opinion that:
1. The Company is a corporation duly organized and validly
existing under the laws of the State of Delaware.
2. The Shares have been legally and validly authorized under the
Certificate of Incorporation of the Company, as amended, and on receipt of the
consideration required by, and when issued in accordance with the terms and
conditions of the Plan, the Shares will constitute duly and validly issued,
outstanding, and fully paid and nonassessable securities of the Company.
We hereby consent to the use of our name and to the references to this
firm in the Registration Statement, and to the filing of a copy of this opinion
as Exhibit No. 5 thereto.
Very truly yours,
BERLINER ZISSER WALTER & GALLEGOS, P.C.
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EXHIBIT 23.2
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
The Company Doctor on Form S-8, of our report dated August 8, 1997 appearing in
the annual report on Form 10-KSB of The Company Doctor and Subsidiaries for the
year ended June 30, 1997.
/s/ Ehrhardt Keefe Steiner & Hottman PC
April 29, 1998
Denver, Colorado
