<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 23, 1997
REGISTRATION NO. 33-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
---------------
HEALTHPLAN SERVICES CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 13-3787901
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
3501 FRONTAGE ROAD, TAMPA, FLORIDA 33607
(address, including zip code, of principal executive offices)
---------------
AMENDED AND RESTATED HEALTHPLAN SERVICES CORPORATION 1997
DIRECTORS EQUITY PLAN
(Full title of the plan)
---------------
JAMES K. MURRAY, JR.
PRESIDENT AND
CHIEF EXECUTIVE OFFICER
HEALTHPLAN SERVICES CORPORATION
3501 FRONTAGE ROAD
TAMPA, FLORIDA 33607
(813) 289-1000
(Name, address and telephone number, including area code,
of agent for service)
---------------
COPIES OF ALL COMMUNICATIONS, INCLUDING COPIES OF ALL COMMUNICATIONS
SENT TO AGENT FOR SERVICE, SHOULD BE SENT TO:
David C. Shobe, Esquire
Fowler, White, Gillen, Boggs,
Villareal and Banker, P.A.
501 East Kennedy Boulevard, Suite 1700
Tampa, Florida 33602
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
==========================================================================================================================
PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF EACH CLASS OF AMOUNT TO BE OFFERING PRICE PER AGGREGATE OFFERING AMOUNT OF
SECURITIES TO BE REGISTERED REGISTERED (1) SHARE (2) PRICE (2) REGISTRATION FEE
- ---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value
$.01 per share . . . . . . 100,000 shares $18.88 $1,888,000.00 $572.12
==========================================================================================================================
</TABLE>
(1) Pursuant to Rule 416(a) under the Securities Act of 1933, as amended, this
Registration Statement also registers such indeterminate number of
additional shares as may become issuable under the Plan in the event of a
share split, share dividend, split-up, recapitalization or other similar
event.
(2) Calculated on the basis of the average of the high and low prices for the
Company's common stock on the New York Stock Exchange Composite tape on
July 18, 1997 in accordance with Rule 457(h) under the Securities Act of
1933, as amended.
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<PAGE> 2
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents heretofore filed by HealthPlan Services
Corporation (the "Company") with the Securities and Exchange Commission under
the Securities Exchange Act of 1934, as amended (the "Exchange Act"), are
hereby incorporated herein by reference as of their respective dates:
(a) The Company's Annual Report on Form 10-K for the year ended December
31, 1996, File No. 001-13772.
(b) All other reports filed by the Company pursuant to Section 13(a) or
15(d) of the Exchange Act since the end of the fiscal year covered by
the document referred to in (a) above.
(c) The description of the Company's Common Stock as contained in the
Company's Registration Statement on Form 8-A dated May 12, 1995,
including any amendment or report filed for the purpose of updating
such description, File No. 333-16079.
In addition, all documents filed by the Company pursuant to Sections
13(a), 13(c), 14, or 15(d) of the Exchange Act subsequent to the date hereof
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 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.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the General Corporation Law of Delaware (the "General
Corporation Law") grants each corporation organized thereunder the power to
indemnify its officers, directors, employees and agents on certain conditions
against liabilities arising out of any action or proceeding to which any of
them is a party by reason of being such officer, director, employee or agent.
Section 102(b)(7) of the General Corporation Law permits a Delaware
corporation, with the approval of its stockholders, to include within its
certificate of incorporation a provision eliminating or limiting the personal
liability of its directors to such corporation or its stockholders for monetary
damages resulting from certain breaches of the directors' fiduciary duty of
care, both in suits by or on behalf of the corporation and in actions by
stockholders of the corporation.
The Company's certificate of incorporation (the "Certificate of
Incorporation") includes an Article which allows the Company to take advantage
of Section 102(b)(7) of the General Corporation Law. The
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Certificate of Incorporation also provides for the indemnification, to the
fullest extent permitted by the General Corporation Law, of officers and
directors of the Company. The Company currently maintains policies of insurance
under which the directors and officers of the Company are insured, within the
limits and subject to the limitations of the policies, against certain expenses
in connection with the defense of actions, suits, or proceedings to which they
are parties by reason of being or having been such directors or officers.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
The following documents are filed as exhibits to this Registration
Statement:
4.1 Certificate of Incorporation of the Registrant, as amended
(incorporated by reference to Exhibit 4.1 to the Registrant's
Registration Statement on Form S-8, File No. 333-07631 filed
with respect to the HealthPlan Services Corporation 1996
Employee Stock Option Plan on July 3, 1996).
4.2 Bylaws of the Registrant (incorporated by reference to Exhibit
3.2 to the Registrant's Annual Report on Form 10-K for the
year ended December 31, 1996, File No. 001-13772).
4.3 Amended and Restated HealthPlan Services Corporation 1997
Directors Equity Plan.
5.1 Opinion of Fowler, White, Gillen, Boggs, Villareal and Banker,
P.A., as to the legality of the securities being registered.
23.1 Consent of Fowler, White, Gillen, Boggs, Villareal and Banker,
P.A. (appears in its opinion filed as Exhibit 5.1).
23.2 Consent of Coopers & Lybrand L.L.P.
23.3 Consent of Price Waterhouse LLP.
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;
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<PAGE> 4
(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;
(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;
provided, however, that subparagraphs (i) and (ii) do
not apply if the information required to be included
in a post-effective amendment by those subparagraphs
is contained in periodic reports filed by the
registrant pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 that are incorporated
by reference 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.
(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 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 this registration
statement shall be deemed to be a new registration
statement relating to the securities offered therein,
and the offerings 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 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 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 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 Tampa, State of Florida, on the 23rd day of July,
1997.
HEALTHPLAN SERVICES CORPORATION
By: /s/ James K. Murray, Jr.
----------------------------------
James K. Murray, Jr., President and
Chief Executive Officer
(Principal Executive Officer)
By: /s/ James K. Murray III
----------------------------------
James K. Murray III, Executive Vice
President and Chief Financial
Officer (Principal Financial
Officer and Principal Accounting
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.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- --------- ----- ----
<S> <C> <C>
/s/ William L. Bennett Chairman of the Board; July 23, 1997
- ------------------------------ Director
William L. Bennett
/s/ James K. Murray, Jr. President and Chief Executive July 23, 1997
- ------------------------------ Officer; Director (Principal
James K. Murray, Jr. Executive Officer)
Director
- ------------------------------
Joseph A. Califano, Jr.
/s/ James F. Carlin, Jr. Director July 23, 1997
- ------------------------------
James F. Carlin, Jr.
Director
- ------------------------------
Joseph S. DiMartino
</TABLE>
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<TABLE>
<S> <C> <C>
Director
- ------------------------------
John R. Gunn
/s/ Charles H. Guy, Jr. Director July 23, 1997
- ------------------------------
Charles H. Guy, Jr.
/s/ Nancy Kane Director July 23, 1997
- ------------------------------
Nancy Kane
/s/ David Nierenberg Director July 23, 1997
- ------------------------------
David Nierenberg
Director
- ------------------------------
James G. Niven
/s/ Trevor G. Smith Director July 23, 1997
- ------------------------------
Trevor G. Smith
/s/ Arthur F. Weinbach Director July 23, 1997
- ------------------------------
Arthur F. Weinbach
</TABLE>
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INDEX TO EXHIBITS
EXHIBIT
NUMBER DESCRIPTION OF EXHIBITS
4.1 Certificate of Incorporation of the
Registrant, as amended (incorporated by
reference to Exhibit 4.1 to the Registrant's
Registration Statement on Form S-8, File No.
333-07631, filed with respect to the
HealthPlan Services Corporation 1996 Employee
Stock Option Plan on July 3, 1996).
4.2 Bylaws of the Registrant (incorporated by
reference to Exhibit 3.2 to the Registrant's
Annual Report on Form 10-K for the year
ended December 31, 1996, File No.
001-13772).
4.3 Amended and Restated HealthPlan Services
Corporation 1997 Directors Equity Plan.
5.1 Opinion of Fowler, White, Gillen, Bogs,
Villareal and Banker, P.A., as to the
legality of the securities being registered.
23.1 Consent of Fowler, White, Gillen, Boggs,
Villareal and Banker, P.A. (appears in its
opinion filed as Exhibit 5.1).
23.2 Consent of Coopers & Lybrand L.L.P.
23.3 Consent of Price Waterhouse LLP.
<PAGE> 1
EXHIBIT 4.3
AMENDED AND RESTATED
HEALTHPLAN SERVICES CORPORATION
1997 DIRECTORS EQUITY PLAN
Adopted by the Compensation Committee of the Board of Directors as of January
1, 1997. Approved by the stockholders of the Company on May 6, 1997. Amended
and restated by the Board of Directors on June 13, 1997, effective as of
January 1, 1997.
ARTICLE 1
DEFINITIONS
As used herein, the following terms have the meanings hereinafter set
forth unless the context clearly indicates to the contrary:
"Account" shall mean the account established in accordance with
Section 7.1 hereof for the benefit of each Participating Director electing
deferral of receipt of Stock pursuant to Article 6 below.
"Board" shall mean the Board of Directors of the Company.
"Business Day" shall mean: (i) any day on which the principal
securities exchange or national market on which the shares of Stock are traded
is open; or (ii) if the shares of Stock are not traded on an exchange, then any
day other than a Saturday, Sunday, or Company holiday.
"Change in Control" shall have the meaning set forth in Section 6.4
hereof.
"Committee" shall mean the Compensation Committee of the Board, or a
committee of Directors appointed from time to time by the Board having the
duties and authority set forth herein.
"Company" shall mean HealthPlan Services Corporation, a Delaware
corporation, and any successor to it.
"Determination Date" shall mean the last Business Day of each calendar
quarter.
"Director" shall mean a member of the Board.
"Eligible Director" shall mean a Director who is eligible to
participate in the Plan pursuant to Article 3 of the Plan.
"Employee" shall mean any employee of the Company or any Subsidiary of
the Company, or any Director who also serves as an officer of the Company and
whose duties as such involve a significant time commitment beyond that
associated with preparation for and attendance at meetings of the Board and
Committees.
<PAGE> 2
"Fair Market Value" of the Stock on any date shall mean:
(1) the closing or last sale price on such date on the principal
securities exchange on which the shares of Stock are traded
or, if there is no such sale on the relevant date, then on the
last previous day on which a sale was reported; or
(2) if there is no price as specified in (1), the amount
determined in good faith by the Committee based on such
relevant facts, which may include opinions of independent
experts, as may be available to the Committee.
"Participating Director" shall mean, with respect to any fiscal
quarter, any Eligible Director other than an Eligible Director who has elected
not to participate in the Plan for such quarter in accordance with the terms of
Section 5.2 of the Plan.
"Plan" shall mean the Amended and Restated HealthPlan Services
Corporation 1997 Directors Equity Plan as set forth herein, as amended from
time to time.
"Quarterly Retainer" shall mean the cash amount paid to each Director
who is not a Participating Director as compensation for his or her service on
the Board during any fiscal quarter, which amount shall be determined by the
Board or an appropriate committee of the Board.
"Stock" shall mean the $0.01 par value Common Stock of the Company or,
in the event that the outstanding shares of such Stock are hereafter changed
into or exchanged for shares of a different class of stock or securities of the
Company or some other corporation, such other stock or securities.
"Subsidiary" shall mean any corporation (other than the corporation
with respect to which the determination is being made) in an unbroken chain of
corporations beginning with the corporation with respect to which the
determination is being made if, at the time of the grant (or modification) of
the Stock, each of the corporations other than the last corporation in the
unbroken chain owns stock possessing 50% or more of the total combined voting
power of all classes of stock in one of the other corporations in such chain.
ARTICLE 2
THE PLAN
2.1 NAME. The Plan shall be known as the "Amended and Restated
HealthPlan Services Corporation 1997 Directors Equity Plan."
2.2 PURPOSE. The purpose of the Plan is to advance the interests
of the Company and its stockholders by offering each Eligible Director the
opportunity to increase his or her proprietary interest in the Company.
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2.3 EFFECTIVE DATE. The Plan shall become effective as of January
1, 1997, subject to approval of the stockholders of the Company.
2.4 DUTIES AND POWERS OF THE COMMITTEE. The Plan shall be
administered by the Committee. To the extent not inconsistent with the
provisions of the Plan, the Committee shall have complete authority to
interpret the Plan, to prescribe, amend, and rescind rules and regulations
relating to it, and to take all other actions that it determines to be
necessary or advisable to administer the Plan. No member of the Board or the
Committee shall be liable for any action taken or determination made in good
faith with respect to the Plan.
ARTICLE 3
ELIGIBILITY
Each Director who is not an Employee shall be eligible to participate
in the Plan. Each Participating Director may continue participation for so
long as he or she continues to serve on the Board.
ARTICLE 4
SHARES OF STOCK SUBJECT TO PLAN
4.1 LIMITATIONS. Subject to any antidilution adjustment pursuant
to the provisions of Section 4.2 hereof, the maximum number of shares of Stock
that may be issued and sold hereunder shall be 100,000 shares.
4.2 ANTIDILUTION.
(a) In the event that the outstanding shares of Stock are
changed into or exchanged for a different number or kind of shares or
other securities of the Company by reason of merger, consolidation,
reorganization, recapitalization, reclassification, combination, or
exchange of shares, stock split or stock dividend, or in the event
that any spin-off, spin-out, or other distribution of assets
materially affects the price of the Company's stock, the aggregate
number and kind of shares of Stock which may be issued hereunder shall
be adjusted proportionately by the Committee.
(b) The adjustments described in paragraph (a) of this
Section 4.2, and the manner of their application, shall be determined
solely by the Committee, and any such adjustment may provide for the
elimination of fractional share interests. The adjustments required
under this Article 4 shall apply to any successors of the Company and
shall be made regardless of the number or type of successive events
requiring such adjustments.
3
<PAGE> 4
ARTICLE 5
ISSUANCE OF SHARES
5.1 ISSUANCE OF SHARES. For each fiscal quarter, the Company
shall issue shares of Stock to each Participating Director who served as a
Director at any time during such quarter. The number of shares issued to each
Participating Director pursuant to the previous sentence shall equal: (i)
$2,500, plus any amount credited to the Participating Director's Account
pursuant to Section 7.4 and 7.5 below; divided by (ii) the Fair Market Value of
the Stock on the Determination Date for such quarter; provided, however, that
no fractional shares shall be issued pursuant to the Plan. Whenever a
fractional share would otherwise be required to be issued, the number of shares
issuable shall be rounded up to the nearest whole number.
5.2 IRREVOCABLE ELECTION NOT TO PARTICIPATE. An Eligible Director
may make an election not to participate in the Plan for all or a portion of any
fiscal year. The Director shall make such election prior to the beginning of
such year. Notwithstanding the foregoing, an Eligible Director may make an
irrevocable election not to participate for the 1997 fiscal year at any time
prior to July 1, 1997. Each Eligible Director who elects not to participate
for all or a portion of any fiscal year shall receive Quarterly Retainers as
compensation for such Director's service on the Board during such year or
portion thereof. An Eligible Director's election not to participate for any
year will become irrevocable beginning on the first day of such year (or
beginning on July 1, 1997 for fiscal year 1997).
5.3 WITHHOLDING TAXES. Whenever the Company is required to issue
shares of Stock under the Plan to a Participating Director, such Participating
Director shall remit to the Company an amount sufficient to satisfy any
federal, state, or local withholding tax liability prior to the delivery of any
certificate or certificates for such shares. Notwithstanding the foregoing, at
the option of the Company and to the extent permitted by applicable law,
including regulations promulgated under the Securities Exchange Act of 1934,
such federal, state, or local withholding tax liability may be satisfied prior
to the delivery of any certificate or certificates for the shares by an
adjustment, equal in value to such liability, in the number of shares to be
transferred to the applicable Participating Director.
ARTICLE 6
DEFERRED RECEIPT OF STOCK
6.1 DEFERRAL ELECTION. Prior to the beginning of any fiscal
quarter, each Participating Director may make an election to defer receipt of
all Stock to be issued to such Participating Director pursuant to Section 5.1
for such fiscal quarter.
6.2 DISTRIBUTION ELECTION. At the time that a Participating
Director elects to defer receipt of Stock, the Participating Director also
shall make an election with respect to the distribution of such Stock. A
Participating Director may elect to receive Stock credited to his or her
Account in one installment or in some other number of equal annual installments
(not exceeding ten). Such election shall direct that the first installment (or
the lump sum payment if
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the director has so elected) be issued on January 10 (or if January 10 is not a
Business Day, then on the first Business Day thereafter), of the year
immediately following either (i) the calendar year in which the Participating
Director ceases to be a Director of the Company, or (ii) the earlier of the
calendar year in which the Director ceases to be a Director of the Company or a
year designated by the Participating Director. The Company shall distribute
installments subsequent to the first installment to the Participating Director
on January 10 (or if January 10 is not a Business Day, then on the first
Business Day thereafter) of each succeeding calendar year until the entire
amount credited to the Participating Director's Account shall have been
distributed. Subject to the terms of this Plan, the Company shall issue Stock
to each Participating Director in accordance with the terms of his or her
distribution election.
6.3 REVOCATION OF ELECTION OR CHANGE IN DISTRIBUTION. A
Participating Director's deferral and distribution elections for any quarter
made pursuant to Sections 6.1 and 6.2 above shall become irrevocable on the
first day of such quarter, and shall remain in effect for all subsequent
quarters in which the Participating Director is a Director of the Company,
unless earlier revoked or modified. A Participating Director may revoke or
modify his or her deferral election with respect to compensation for any future
quarter upon written notice delivered to the Company prior to the beginning of
such quarter. The revocation or modification will become effective with
respect to Stock issued for the quarter subsequent to the date on which such
notice is received by the Company, and will affect future Stock compensation
only. A Participating Director who has revoked his or her deferral election
may thereafter file an election to participate in any fiscal quarter subsequent
to the filing of such election.
6.4 CHANGE IN CONTROL. Notwithstanding an election pursuant to
this Article 6, upon the occurrence of a Change in Control (as defined below),
the Company shall issue the entire balance of all deferred compensation
hereunder in a single distribution. A "Change in Control" shall be deemed to
have occurred if (i) the "beneficial ownership" (as defined in Rule 13d-3 under
the Securities Exchange Act of 1934 as amended (the "Exchange Act") of
securities representing more than 50% of the combined voting power of the
Company is acquired by a "person" as defined for purposes of Sections 13(d) and
14(d) of the Exchange Act (other than the Company, any trustee or other
fiduciary holding securities under an employee benefit plan of the Company, or
any corporation owned, directly or indirectly, by the stockholders of the
Company in substantially the same proportions as their ownership of stock of
the Company), or (ii) the stockholders of the Company approve a definitive
agreement to merge or consolidate the Company with or into another corporation
or to sell or to otherwise dispose of all or substantially all of its assets,
or adopt a plan of liquidation, or (iii) during any period of two consecutive
years, individuals who at the beginning of such period were members of the
Board cease for any reason to constitute at least a majority thereof (unless
the election or the nomination for election by the Company's stockholders of
each new Director was approved by a vote of at least two-thirds of the
Directors then still in office who were Directors at the beginning of such
period).
6.5 BENEFICIARIES. Each Participating Director shall have the
right to designate one or more beneficiaries to succeed to his or her right to
receive future distributions of Stock or payments under this Plan in the event
of his or her death. In the case of a failure of designation
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<PAGE> 6
or the death of a designated beneficiary without a designated successor, the
Company shall make the distribution to the Participating Director's estate. No
designation of beneficiary shall be valid unless dated and signed by the
Participating Director, and filed with the Company.
ARTICLE 7
ACCOUNTS; RIGHTS TO DEFERRED COMPENSATION
7.1 ACCOUNTS; OWNERSHIP OF STOCK. The Company shall cause an
Account to be kept in the name of each Participating Director, which Account
shall reflect the value of the deferred benefits allocated to the Participating
Director pursuant to this Plan. Such Account shall be for recordkeeping
purposes only, and the Company shall not be obligated to reserve or otherwise
set aside any stock or funds to cover any amounts credited to any Account or to
meet any other obligations of the Plan. Title to and beneficial ownership of
any assets, whether cash or investments which the Company may set aside or
earmark to meet its deferred obligations under this Plan, shall at all times
remain in the Company. No Participating Director or beneficiary shall, under
any circumstances, acquire any property interest in any specific assets under
the Plan until such Participating Director's receipt of compensation pursuant
hereto. Nothing contained in this Plan shall be deemed to create a trust of
any kind or create any fiduciary relationship on the part of the Company. To
the extent that any person acquires a right to receive distributions of Stock
or payments from the Company under this Plan, such right shall be no greater
than the right of any unsecured general creditor of the Company.
7.2 RIGHTS NOT SUBJECT TO ALIENATION. Except to the extent
required by law, the right of any Participating Director or beneficiary in any
benefit under this Plan shall not be subject in any matter to attachment or
other legal process for the debts of a Participating Director or beneficiary,
and any such right to payment or benefits shall not be subject to anticipation,
alienation, lien, sale, transfer, assignment or encumbrance by the
Participating Director or any other third party.
7.3 CREDITED STOCK. If a Participating Director elects deferral
for any quarter pursuant to Article 6 above, then the Company shall credit
shares of Stock to the Participating Director's Account, as of Determination
Date for such quarter, equal to the number of whole shares to which the
Participating Director is entitled pursuant to Section 5.1 hereof.
7.4 CREDITED DIVIDENDS. The Company shall credit each Account
with any dividends with respect to the Stock that is credited to such Account
(such dividends hereinafter referred to as the "Credited Dividends"), in the
amount of dividends that the Participating Director would have received if such
Stock had been delivered to the Participating Director and registered in the
Participating Director's name on the applicable Determination Date. The
Company shall credit such amount of any dividends as of the date that such
dividends are payable to the Company's stockholders.
7.5 CREDITED INTEREST. The Company shall credit each Account with
any interest that would have been earned on any Credited Dividends in such
Account between the date as of
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which the Credited Dividends are credited to such Account and the earlier of:
(i) the Determination Date of the next quarter for which the Company issues
Stock to the Participating Director for whom such Account is maintained; or (ii)
the date on which the Company pays the cash value of such Credited Dividends to
the Participating Director pursuant to Section 7.6 below. The interest rate
applicable to all Credited Dividends for any year shall be the prime rate
published in the Wall Street Journal on the first Business Day of such year, and
shall be calculated based on a 365-day year. Any interest that is not applied
to the Company's calculation of Stock compensation pursuant to Section 5.1 above
shall be compounded quarterly on the applicable Determination Date.
7.6 DIVIDENDS AND INTEREST CREDITED AFTER PARTICIPATION ENDS. In
the event that the Company credits any Credited Dividends to an individual's
Account after such individual is no longer a Participating Director, then the
Company shall make a cash payment to such individual in the amount of all such
Credited Dividends, and any interest thereon, when the Company next distributes
any Stock to such Director under the terms of the Plan.
7.7 ACCOUNT INFORMATION. Upon the reasonable request of a
Participating Director, the Committee shall furnish the Participating Director
with information regarding his or her Account.
ARTICLE 8
RESTRICTIONS ON STOCK
8.1 RESTRICTIONS ON TRANSFER. Unless the shares of Stock covered
by the Plan are the subject of an effective registration statement under the
Securities Act of 1933, as amended: (i) each issuance of Stock hereunder shall
be evidenced by a written Restricted Stock Agreement executed by the Company
and the applicable Participating Director; (ii) stock certificates issued and
delivered to Participating Directors shall bear such restrictive legends as the
Company shall deem necessary or advisable pursuant to applicable federal and
state securities laws; and (iii) transfer of Stock issued hereunder shall be
subject to such restrictions as the Board or the Committee shall determine to
be necessary or appropriate. In addition to any other restrictions contained
in the Plan or in the applicable Restricted Stock Agreement, no share of Stock
issued pursuant to the Plan shall be transferable by the applicable
Participating Director during the first six months after issuance of such
share, other than by the laws of descent or distribution.
ARTICLE 9
TERMINATION, AMENDMENT AND MODIFICATION OF PLAN
9.1 TERM. The term of this Plan shall commence on January 1,
1997, subject to approval by the stockholders of the Company, and shall
continue in effect until the earlier to occur of: (i) the tenth anniversary of
such stockholder approval; (ii) termination by the Board; or (iii) a Change in
Control. Except as otherwise provided herein, termination of the Plan will not
affect the rights of any Director to receive distribution of deferred
compensation in accordance with a distribution schedule elected by such
director pursuant to Section 6.2 above.
7
<PAGE> 8
In the event that the Plan is terminated, the Company shall distribute amounts
credited to each Participating Director's account at such time and in such
manner as the Board shall determine, but no later than the Company would have
distributed such amounts in accordance with the Participating Director's
election under Section 6.2 above.
9.2 TERMINATION OR AMENDMENT BY BOARD. The Board may at any time:
(i) terminate the Plan; or (ii) in any respect amend or modify the Plan;
provided, however, that the Board (unless its actions are approved or ratified
by the stockholders of the Company within twelve months of the date the Board
amends the Plan) may not amend the Plan to increase the number of shares of
stock subject to the Plan beyond the amount previously approved or ratified by
the stockholders, or to change or modify the class of persons that may
participate in the Plan.
ARTICLE 10
MISCELLANEOUS
10.1 PLAN BINDING ON SUCCESSORS. The Plan shall be binding upon
the successors to the Company.
10.2 GENDER. Whenever used herein, the masculine pronoun shall
include the feminine gender.
10.3 HEADINGS NOT PART OF PLAN. Headings of Articles and Sections
hereof are inserted for convenience and reference, and do not constitute a part
of the Plan.
8
<PAGE> 1
EXHIBIT 5.1
July 23, 1997
HealthPlan Services Corporation
3501 Frontage Road
Tampa, Florida 33607
RE: REGISTRATION STATEMENT ON FORM S-8; AMENDED AND RESTATED
HEALTHPLAN SERVICES CORPORATION 1997 DIRECTORS EQUITY PLAN
Gentlemen:
This opinion is given to you in connection with the filing by
HealthPlan Services Corporation, a Delaware Corporation (the "Company"), with
the Securities and Exchange Commission under the Securities Act of 1933, as
amended, of the Registration Statement on Form S-8 (the "Registration
Statement") with respect to 100,000 shares of the common stock, $.01 par value,
of the Company issuable pursuant to the Amended and Restated HealthPlan
Services Corporation 1997 Directors Equity Plan (the "Plan") (all shares of
such stock issuable pursuant to the Plan are referred to herein as the
"Shares"). As counsel for the Company, we have examined the relevant corporate
documents incident to the giving of this opinion.
Based on the foregoing, we are of the opinion that the Shares, when
issued and delivered in accordance with the provisions of the Plan and options
issued thereunder, will be legally issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ Fowler, White, Gillen, Boggs,
Villareal and Banker, P.A.
<PAGE> 1
EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the registration statement of
HealthPlan Services Corporation on Form S-8 related to the Amended and
Restated HealthPlan Services Corporation 1997 Directors Equity Plan of our
report dated December 2, 1994, on our audit of the financial statements of
HealthPlan Services Division (formerly Plan Services Division, a wholly-owned
division of The Dun & Bradstreet Corporation), as of September 30, 1994 and for
the nine-month period then ended, which report is included in the Annual Report
on Form 10-K.
/s/ Coopers & Lybrand L.L.P.
COOPERS & LYBRAND L.L.P.
Tampa, Florida
July 21, 1997
<PAGE> 1
EXHIBIT 23.3
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated March 14, 1997, appearing on page F-1
of HealthPlan Services Corporation's Annual Report on Form 10-K for the year
ended December 31,1996.
/s/ Price Waterhouse LLP
PRICE WATERHOUSE LLP
Tampa, Florida
July 21, 1997
