<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
1996 EMPLOYEE STOCK OPTION 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
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 . . . . . . 750,000 shares $18.88 $14,160,000.00 $4,290.91
=========================================================================================================================
</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
The contents of the HealthPlan Services Corporation Registration Statement
on Form S-8 (No. 333-07631) filed with respect to the HealthPlan Services
Corporation 1996 Employee Stock Option Plan on July 3, 1996 are hereby
incorporated by reference into this filing.
ITEM 8. 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 1996
Employee Stock Option 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.
II-1
<PAGE> 3
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 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>
II-2
<PAGE> 4
<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>
II-3
<PAGE> 5
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 1996 Employee Stock Option 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.
<PAGE> 1
EXHIBIT 4.3
AMENDED AND RESTATED
HEALTHPLAN SERVICES CORPORATION
1996 EMPLOYEE STOCK OPTION PLAN
Amended and restated by the Board of Directors on February 25, 1997. Approved
by the stockholders of the Company on May 6, 1997.
ARTICLE I
DEFINITIONS
As used herein, the following terms have the meanings hereinafter set
forth unless the context clearly indicates to the contrary:
"Board" shall mean the Board of Directors of the Company.
"Code" shall mean the United States Internal Revenue Code of 1986, as
amended, including effective date and transition rules (whether or not
codified). Any reference herein to a specific section or sections of the Code
or any rules or regulations promulgated thereunder shall be deemed to include a
reference to any corresponding provision of future law or rule or regulation.
"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 in addition to any other authority
granted by the Board.
"Company" shall mean HealthPlan Services Corporation, a Delaware
corporation, and any successor to it.
"Director" shall mean a member of the Board.
"Employee" shall mean any employee of the Company or any Subsidiary of
the Company, or any Director who also serves as an Officer and whose duties as
such involve a significant time commitment beyond that associated with
preparation for and attendance at meetings of the Board and Board committees.
"Employer" shall mean the corporation that employs an Optionee.
"Fair Market Value" of the shares of Stock on any date shall mean:
(1) the closing or last sale price 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 or the Board
based on such relevant facts, which may include opinions
of independent experts, as may be available to the
Committee or the Board.
"ISO" shall mean an Option that complies with and is subject to the
terms, limitations, and conditions of Code Section 422 and any regulations
promulgated with respect thereto.
"1934 Act" shall mean the Securities Exchange Act of 1934, as the same
may be amended from time to time.
<PAGE> 2
"Officer" shall mean a person who constitutes an officer of the
Company for purposes of Section 16 of the 1934 Act, as determined by reference
to such Section 16 and the rules, regulations, judicial decisions, and
interpretive or "no action" positions with respect thereto of the Securities
and Exchange Commission, as the same may be in effect or set forth from time to
time.
"Option" shall mean a contractual right to purchase Stock granted
pursuant to the provisions of Article VI hereof.
"Optionee" shall mean a person to whom an Option has been granted
hereunder.
"Option Price" shall mean the price at which an Optionee may purchase
a share of Stock pursuant to an Option.
"Parent" shall mean any corporation (other than the corporation with
respect to which the determination is being made) in an unbroken chain of
corporations ending with the corporation with respect to which the
determination is being made if, at the time of the grant (or modification) of
an Option, each of the corporations other than the corporation with respect to
which the determination is being made 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.
"Plan" shall mean the Amended and Restated HealthPlan Services
Corporation 1996 Employee Stock Option Plan as set forth herein, as amended
from time to time.
"Purchasable" when used to describe Stock, shall refer to Stock that
may be purchased by an Optionee under the terms of this Plan and the applicable
Stock Option Agreement.
"Reload Option" shall mean an Option that is granted, without further
action of the Committee or the Board: (i) to an Optionee who surrenders or
authorizes the withholding of shares of Stock in payment of amounts specified
in paragraphs 6.7(c) or 6.7(d) hereof; (ii) for the same number of shares as is
so paid; (iii) as of the date of such payment and at an Option Price equal to
the Fair Market Value of the Stock on such date; and (iv) otherwise on the same
terms and conditions as the Option whose exercise has occasioned such payment,
subject to such contingencies, conditions, or other terms as the Committee or
the Board shall specify at the time such exercised Option is granted.
"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.
"Stock Option Agreement" shall mean an agreement between the Company
and an Optionee setting forth the terms of an Option.
"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
an Option, 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 II
THE PLAN
2.l NAME. This plan shall be known as the "Amended and Restated
HealthPlan Services Corporation 1996 Employee Stock Option Plan."
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<PAGE> 3
2.2 PURPOSE. The purpose of the Plan is to advance the interests
of the Company, its shareholders, and any Subsidiary of the Company, by
offering certain Employees an opportunity to acquire or increase their
proprietary interests in the Company by granting such persons Options. These
grants will promote the growth and profitability of the Company, and any
Subsidiary of the Company, because Optionees will be provided with an
additional incentive to achieve the Company's objectives through participation
in its success and growth.
2.3 EFFECTIVE DATE. The Plan shall become effective on
May 6, 1997.
2.4 TERMINATION DATE. No further Options shall be granted
hereunder on or after June 15, 2006, but all Options granted prior to that time
shall remain in effect in accordance with their terms.
ARTICLE III
ELIGIBILITY
The persons eligible to participate in this Plan shall consist only of
Employees (which may include a person who is a Director, if such person is
otherwise an Employee) whose participation the Committee or the Board
determines is in the best interests of the Company.
ARTICLE IV
ADMINISTRATION
4.1 DUTIES AND POWERS OF THE COMMITTEE OR THE BOARD. The Plan
shall be administered by the Committee or the Board. The Committee or the
Board shall keep minutes of its meetings and shall make such rules and
regulations for the conduct of its business as it may deem necessary. The
Committee or the Board shall have the power to act by unanimous written consent
in lieu of a meeting, and shall have the right to meet telephonically. In
administering the Plan, the Committee's or the Board's actions and
determinations shall be binding on all interested parties. The Committee or
the Board shall have the power to grant Options in accordance with the
provisions of the Plan. Subject to the provisions of the Plan, the Committee
or the Board shall have the discretion and authority to determine those
individuals to whom Options will be granted, whether such Options shall be
accompanied by the right to receive Reload Options, the number of shares of
Stock subject to each Option, such other matters as are specified herein, and
any other terms and conditions of the Stock Option Agreement applicable
thereto. To the extent not inconsistent with the provisions of the Plan, the
Committee or the Board shall have the authority to amend or modify an
outstanding Stock Option Agreement relative to an Option, or to waive any
provision thereof, provided that the Optionee consents to such action.
4.2 INTERPRETATION; RULES. Subject to the express provisions of
the Plan, the Committee or the Board also shall have complete authority to
interpret the Plan, to prescribe, amend, and rescind rules and regulations
relating to it, to determine the details and provisions of each Stock Option
Agreement, and to make all other determinations necessary or advisable in the
administration of the Plan, including, without limitation, the amending or
altering of any Options granted hereunder as may be required to comply with or
to conform to any federal, state, or local laws or regulations.
4.3 NO LIABILITY. Neither any member of the Board nor any member
of the Committee or the Board shall be liable to any person for any act or
determination made in good faith with respect to the Plan or any Option granted
hereunder.
4.4 MAJORITY RULE. To the extent consistent with applicable law
and the Certificate of Incorporation and Bylaws of the Company, a majority of
the members of the Committee or the Board shall constitute a quorum, and any
action taken by a majority at a meeting at which a quorum is present, or any
action taken without a meeting evidenced by a writing executed by all the
members of the Committee or the Board, shall constitute the action of the
Committee or the Board.
3
<PAGE> 4
4.5 COMPANY ASSISTANCE. The Company shall supply full and timely
information to the Committee or the Board on all matters relating to eligible
persons, their employment, death, retirement, disability or other termination
of employment, and such other pertinent facts as the Committee or the Board may
require. The Company shall furnish the Committee or the Board with such
clerical and other assistance as is necessary in the performance of its duties.
ARTICLE V
SHARES OF STOCK SUBJECT TO PLAN
5.1 LIMITATIONS. Subject to any antidilution adjustment pursuant
to the provisions of Section 5.2 hereof, the maximum number of shares of Stock
that may be issued and sold hereunder shall be One Million Two Hundred Fifty
Thousand (1,250,000) shares. Shares subject to an Option may be either
authorized and unissued shares or shares issued and later acquired by the
Company; provided, however, that shares of Stock with respect to which an
Option has been exercised shall not again be available for issuance hereunder.
The shares covered by any unexercised portion of an Option that has terminated
for any reason may again be granted under this Plan, and such shares shall not
be considered as having been optioned or issued in computing the number of
shares of Stock remaining available for grant hereunder.
5.2 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:
(i) the aggregate number and kind of shares of
Stock for which Options may be granted hereunder shall be
adjusted proportionately by the Committee or the Board; and
(ii) the rights of Optionees (concerning the number
of shares subject to Options and the Option Price) under
outstanding Options shall be adjusted proportionately by the
Committee or the Board.
(b) If the Company shall be a party to any reorganization
in which it does not survive, involving merger, consolidation, or
acquisition of the stock or substantially all the assets of the
Company, the Committee or the Board, in its discretion, may:
(i) declare that all Options granted under the Plan
shall become exercisable immediately notwithstanding the
provisions of the respective Stock Option Agreements regarding
exercisability or vesting, and that all such Options shall
terminate 30 days after the Committee or the Board gives
written notice of the immediate right to exercise all such
Options and of the decision to terminate all Options not
exercised within such 30-day period; or
(ii) notify all Optionees that all Options granted
under the Plan shall be assumed by the successor corporation
or substituted with Options Stock issued by such successor
corporation.
(c) If the Company is to be liquidated or dissolved in
connection with a reorganization described in paragraph 5.2(b), the
provisions of such paragraph shall apply. In all other instances, the
adoption of a plan of dissolution or liquidation of the Company shall
cause every Option outstanding under the Plan to terminate to the
extent not exercised prior to the adoption of the plan of dissolution
or liquidation by the shareholders, provided that the Committee or the
Board in its discretion may declare all Options
4
<PAGE> 5
granted under the Plan to be exercisable at any time on or before the
fifth business day following such adoption notwithstanding the
provisions of the respective Stock Option Agreements regarding
exercisability. The Committee or the Board's actions under this
provision and the Optionee's exercise of Options under this provision
shall be subject, however, to the limitations set forth in Article VI
hereof.
(d) The adjustments described in paragraphs (a) through
(c) of this Section 5.2, and the manner of their application, shall be
determined solely by the Committee or the Board, and any such
adjustment may provide for the elimination of fractional share
interests. The adjustments required under this Article V shall apply
to any successors of the Company and shall be made regardless of the
number or type of successive events requiring such adjustments.
ARTICLE VI
OPTIONS
6.1 TYPES OF OPTIONS GRANTED. Within the limitations provided
herein, Options may be granted to one Employee at one or several times or to
different Employees at the same time or at different times, in either case
under different terms and conditions, as long as the terms and conditions of
each Option are consistent with the provisions of this Plan. Without
limitation of the foregoing, Options may be granted subject to conditions based
on the financial performance of the Company or any other factor the Committee
or the Board deems relevant.
6.2 OPTION GRANT AND AGREEMENT. Each Option granted or modified
hereunder shall be evidenced (i) by either minutes of a meeting or a written
consent of the Committee or the Board, and (ii) by a written Stock Option
Agreement executed by the Company and the Optionee. The terms of the Option,
including the Option's duration, time or times of exercise, exercise price,
whether the Option is intended to be an ISO, and whether the Option is to be
accompanied by the right to receive a Reload Option, shall be stated in the
Stock Option Agreement. Separate Stock Option Agreements shall be used for
Options intended to be ISO's and those not so intended.
6.3 OPTIONEE LIMITATIONS. The Committee or the Board shall not
grant an ISO to any person who, at the time the ISO would be granted:
(a) is not an Employee; or
(b) owns or is considered to own stock possessing more
than 10% of the total combined voting power of all classes of stock of
the Employer, or any Parent or Subsidiary of the Employer; provided,
however, that this limitation shall not apply if at the time an ISO is
granted the Option Price is at least 110% of the Fair Market Value of
the Stock subject to such Option and such Option by its terms would
not be exercisable after the expiration of five years from the date on
which the Option is granted. For the purpose of this paragraph (b), a
person shall be considered to own (i) the stock owned, directly or
indirectly, by or for his brothers and sisters (whether by the whole
or half blood), spouse, ancestors and lineal descendants, (ii) the
stock owned, directly or indirectly, by or for a corporation,
partnership, estate, or trust in proportion to such person's stock
interest, partnership interest or beneficial interest therein, and
(iii) the stock which such person may purchase under any outstanding
options of the Employer or of any Parent or Subsidiary of the
Employer.
6.4 $100,000 LIMITATION. Except as provided below, the Committee
or the Board shall not grant an ISO to, or modify the exercise provisions of
outstanding ISO's held by, any person who, at the time the ISO is granted (or
modified), would thereby receive or hold any incentive stock options (as
described in Code section 422) of the Employer and any Parent or Subsidiary of
the Employer, such that the aggregate Fair Market Value (determined as of the
respective dates of grant or modification of each option) of the stock with
respect to which such incentive stock options are exercisable for the first
time during any calendar year is in excess of $100,000; provided, that the
foregoing restriction on modification of outstanding ISO's shall not preclude
the Committee or the Board from modifying an outstanding ISO if, as a result of
such modification and with the consent of the Optionee, such
5
<PAGE> 6
Option no longer constitutes an ISO; and provided that, if the $100,000
limitation described in this Section 6.3 is exceeded, an Option that otherwise
qualifies as an ISO shall be treated as an ISO up to the limitation and the
excess shall be treated as an Option not qualifying as an ISO. The preceding
sentence shall be applied by taking options intended to be ISO's into account in
the order in which they were granted.
6.5 OPTION PRICE. The Option Price under each Option shall be
determined by the Committee or the Board. However, the Option Price shall not
be less the Fair Market Value of the Stock on the date that the Option is
granted (or, in the case of an ISO that is subsequently modified, on the date of
such modification).
6.6 EXERCISE PERIOD. The period for the exercise of each Option
granted hereunder shall be determined by the Committee or the Board, but the
Stock Option Agreement with respect to each Option intended to be an ISO shall
provide that such Option shall not be exercisable after the expiration of ten
years from the date of grant (or modification) of the Option. In addition, no
option granted to an Employee who is also an Officer or Director shall be
exercisable prior to the expiration of six months from the date such option is
granted, other than in the case of the death or disability of such Employee.
6.7 OPTION EXERCISE
(a) Unless otherwise provided in the Stock Option
Agreement, an Option may be exercised at any time or from time to time
during the term of the Option as to any or all whole shares that have
become Purchasable under the provisions of the Option, but not at any
time as to less than 100 shares unless the remaining shares that have
become so Purchasable are less than 100 shares. The Committee or the
Board shall have the authority to prescribe in any Stock Option
Agreement that the Option may be exercised only in accordance with a
vesting schedule during the term of the Option.
(b) An Option shall be exercised by (i) delivery to the
Treasurer of the Company at its principal office of written notice of
exercise with respect to a specified number of shares of Stock, and
(ii) payment to the Company at that office of the full amount of the
Option Price for such number of shares.
(c) The Option Price shall be paid in full upon the
exercise of the Option; provided, however, that the Committee or the
Board may provide in a Stock Option Agreement that, in lieu of cash,
all or any portion of the Option Price may be paid by tendering to the
Company shares of Stock duly endorsed for transfer and owned by the
Optionee, to be credited against the Option Price at the Fair Market
Value of such shares on the date of exercise (however, no fractional
shares may be so transferred, and the Company shall not be obligated
to make any cash payments in consideration of any excess of the
aggregate Fair Market Value of shares transferred over the aggregate
option price).
(d) In addition to and at the time of payment of the
Option Price, the Optionee shall pay to the Company in cash the full
amount of any federal, state and local income, employment or other
taxes required to be withheld from the income of such Optionee as a
result of such exercise; provided, however, that in the discretion of
the Committee or the Board any Stock Option Agreement may provide that
all or any portion of such tax obligations, together with
additional taxes not exceeding the actual additional taxes to be owed
by the Optionee as a result of such exercise, may, upon the
irrevocable election of the Optionee, be paid by tendering to the
Company whole shares of Stock duly endorsed for transfer and owned by
the Optionee, or by authorization to the Company to withhold shares of
Stock otherwise issuable upon exercise of the Option, in either case
in that number of shares having a Fair Market Value on the date of
exercise equal to the amount of such taxes thereby being paid, and
subject to such restrictions as to the approval and timing of any such
election as the Committee or the Board may from time to time determine
to be necessary or appropriate to satisfy the conditions of the
exemption set forth in Rule 16b-3 under the 1934 Act.
(e) The holder of an Option shall not have any of the
rights of a stockholder with respect to the shares of Stock subject to
the Option until such shares have been issued and transferred to him
upon the exercise of the Option.
6
<PAGE> 7
6.8 NONTRANSFERABILITY OF OPTION. No Option or any rights therein
shall be transferable by an Optionee otherwise than by will or the laws of
descent and distribution. During the lifetime of an Optionee, an Option
granted to that Optionee shall be exercisable only by such Optionee (or by such
Optionee's guardian or other legal representative, should one be appointed).
6.9 TERMINATION OF EMPLOYMENT. The Committee or the Board shall
have the power to specify, with respect to the Options granted to any
particular Optionee, the effect upon such Optionee's right to exercise an
Option of the termination of such Optionee's employment under various
circumstances, including but not limited to the death or disability of the
employee which effect may include immediate or deferred termination of such
Optionee's rights under an Option, or acceleration of the date at which an
Option may be exercised in full.
6.10 EMPLOYMENT RIGHTS. Options granted under the Plan shall not
be affected by any change of employment so long as the Optionee continues to be
an Employee. Nothing in the Plan or in any Stock Option Agreement shall confer
on any person any right to continue in the employ of the Company or any
Subsidiary of the Company, or shall interfere in any way with the right of the
Company or any such Subsidiary to terminate such person's employment at any
time.
6.11 CERTAIN SUCCESSOR OPTIONS. To the extent not inconsistent
with the terms, limitations, and conditions of Code section 422, and any
regulations promulgated with respect thereto, an option issued in respect of an
Option held by an employee to acquire stock of any entity acquired, by merger
or otherwise, by the Company (or any Subsidiary of the Company) may contain
terms that differ from those stated in this Article VI, but solely to the
extent necessary to preserve for any such employee the rights and benefits
contained in such predecessor option, or to satisfy the requirements of Code
section 425(a).
ARTICLE VII
CONDITIONS TO ISSUING STOCK
The Company shall not be required to issue or deliver any shares of
Stock purchased upon the full or partial exercise of any Option granted
hereunder until all of the following conditions are fulfilled:
(a) the admission of such shares to listing on all stock
exchanges on which the Stock is then listed;
(b) the completion of any registration or other
qualification of such shares that the Company shall determine to be
necessary or advisable under any federal or state law or under the
rulings or regulations of the Securities and Exchange Commission or
any other governmental regulatory body, or the Company's determination
that an exemption is available from such registration or
qualification;
(c) the obtaining of any approval or other clearance from
any federal or state governmental agency that the Company shall
determine to be necessary or advisable; and
(d) the lapse of such reasonable period of time following
exercise as shall be appropriate for reasons of administrative
convenience.
Unless the shares of Stock covered by the Plan shall be the subject of
an effective registration statement under the Securities Act of 1933, as
amended, stock certificates issued and delivered to Optionees shall bear such
restrictive legends as the Company shall deem necessary or advisable pursuant
to applicable federal and state securities laws.
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ARTICLE VIII
TERMINATION, AMENDMENT AND MODIFICATION OF PLAN
The Board may at any time: (i) cause the Committee or the Board to
cease granting Options; (ii) terminate the Plan; or (iii) in any respect amend
or modify the Plan; provided, however, that the Board (unless its actions are
approved or ratified by the shareholders 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 shareholders, or to change or modify the class of
persons that may participate in the Plan.
No termination, amendment, or modification of the Plan shall affect
adversely the rights of an Optionee under any outstanding Option without the
consent of the Optionee or his or her legal representative.
ARTICLE IX
MISCELLANEOUS
9.1 REPLACEMENT GRANTS. At the sole discretion of the Committee
or the Board, an Optionee may be given an election to surrender an Option in
exchange for a new Option.
9.2 FORFEITURE FOR COMPETITION. If an Optionee provides services
to a person or entity that the Committee or the Board reasonably determines to
be a competitor of the Company or any of its Subsidiaries, whether as an
employee, officer, director, independent contractor, consultant, agent or
otherwise, such services being of a nature that can reasonably be expected to
involve the skills and experience used or developed by the Optionee while an
Employee, then that Optionee's rights under any Options outstanding hereunder
shall be forfeited and terminated, subject to a determination to the contrary
by the Committee or the Board.
9.3 PLAN BINDING ON SUCCESSORS. The Plan shall be binding upon
the successors of the Company.
9.4 GENDER. Whenever used herein, the masculine pronoun shall
include the feminine gender.
9.5 HEADINGS NO 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 1996 EMPLOYEE STOCK OPTION
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 750,000 shares of the common stock, $.01 par value,
of the Company issuable pursuant to the Amended and Restated HealthPlan
Services Corporation 1996 Employee Stock Option 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 1996 Employee Stock Option 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
