As filed with the Securities and Exchange Commission on May 11, 1995.
Registration No. 33-
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
IDEON GROUP, INC.
(Exact name of registrant as specified in its charter)
Delaware 59-3293212
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
7596 Centurion Parkway
Jacksonville, Florida 32256
(Address of Principal Executive Offices)
IDEON GROUP, INC. DIRECTORS STOCK PLAN
(Full title of Plan)
Lisa Ormand
Vice President and Corporate Secretary
7596 Centurion Parkway
Jacksonville, Florida 32256
(904) 218-1800
(Name, address, and telephone number of agent for service)
Total number of pages: 17
<PAGE>
CALCULATION OF REGISTRATION FEE
Proposed
Amount Maximum Amount of
Title of Shares to be Aggregate Price Registration
to be Registered Registered Per Unit Fees
- ---------------- ---------- --------------- ------------
Common Stock 105,000 $16.44 $595
(1) Estimated solely for the purpose of determining the registration fee.
The common stock of Ideon Group, Inc. ("Registrant" or the "Company"), par value
$.01 per share (the "Common Stock"), is listed on the New York Stock Exchange
("NYSE"). $16.44 represents the represents the average of high and low prices of
the Common Stock as quoted on NYSE on May 9, 1995.
(2) This amount is calculated based on the aggregate number of shares being
registered hereunder for issuance pursuant to the exercise of options and other
rights under the Ideon Group, Inc. Directors Stock Plan (the "Directors Plan").
The 105,000 shares being registered pursuant hereto may be issuable upon the
exercise of options or election to receive meeting fees and annual retainer in
the form of shares of the Common Stock under the Directors Plan. This
Registration Statement also includes such indeterminate number of additional
shares of Common Stock of the Company as may be issuable as a result of stock
splits, stock dividends or similar transactions, as described in the Directors
Plan.
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
Items 1 and 2. Plan Information; Registrant Information
and Employee Plan Annual Information
The document(s) containing the information specified in the
instructions to Part I of Form S-8 will be sent or given to participants in the
Directors Plan as specified by Rule 428(b)(1).
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
Registrant hereby incorporates by reference into this
Registration Statement the following documents filed with the Securities and
Exchange Commission (the "Commission"): (i) Registrant's Prospectus included in
Registration Statement (No. 33-58273) on Form S-4 filed with the Commission as
of March 28, 1995; (ii) the Annual Report of SafeCard Services, Incorporated
("SafeCard") on Form 10-K for the fiscal year ended October 31, 1994; (iii)
SafeCard's Current Report on Form 8-K dated December 8, 1994; (iv) SafeCard's
Transition Report on Form 10-Q for the two months ended December 31, 1994; (v)
SafeCard's Amendment No. 1 to its Annual Report on Form 10-K for the fiscal year
ended October 31, 1994; (vi) SafeCard's Amendment No. 2 to its Annual Report on
Form 10-K for the fiscal year ended October 31, 1994; (vii) SafeCard's Amendment
No. 3 to its Annual Report on Form 10-K for the fiscal year ended October 31,
1994; (viii) SafeCard's Amendment No. 1 to its Transition Report on Form 10-Q
for the two months ended December 31, 1994; (ix) SafeCard's Proxy Statement
dated March 30, 1995; and (x) the description of the Common Stock contained in
the Registrant's Registration Statement on Form 8-B filed with the Commission
pursuant to Section 12 of the Securities Exchange Act of 1934, as amended (the
"Exchange Act") and any amendment or report filed for the purpose of updating
such description.
All documents subsequently filed by Registrant with the Commission
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 have
been sold or which deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference herein and to be a part hereof from the
respective dates of the filing of such documents.
Any statement contained in a 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
incorporated 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, except as so modified or superseded, to constitute a part of this
Registration Statement.
With respect to the unaudited consolidated financial information of
SafeCard for the transition period ended December 31, 1994 incorporated by
reference in this registration statement, Price Waterhouse LLP reported that
they have applied limited procedures in accordance with professional standards
for a review of such information. However, their separate report dated February
6, 1995, except for Note 1, for which the date is March 24, 1995, incorporated
by reference herein, states that they did not audit and they do not express an
opinion on that unaudited consolidated financial information. Price Waterhouse
LLP has not carried out any significant or additional audit tests beyond those
which would have been necessary if their reports had not been included.
Accordingly, the degree of reliance on their reports on such information should
be restricted in light of the limited nature of the review procedures applied.
Price Waterhouse LLP is not subject to the liability provisions of Section 11 of
the Securities Act of 1933, as amended (the "Securities Act") for their reports
on the unaudited consolidated financial information because those reports are
not a "report" or a "part" of the registration statement prepared or certified
by Price Waterhouse LLP within the meaning of sections 7 and 11 of the
Securities Act.
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 Delaware General Corporation Law generally provides
Registrant broad powers to indemnify its directors, officers, employees and
agents.
Section 145(a) provides that a corporation may indemnify any person who
was or is a party or is threatened to be made a party to any threatened, pending
or completed action, suit or proceeding, whether civil, criminal, administrative
or investigative (other than an action by or in the right of a corporation) by
reason of the fact that such person is or was a director, officer, employee or
agent of the corporation against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and reasonably incurred
in connection with such action, suit or proceeding if such person acted in good
faith and in a manner that he or she reasonably believed to be in or not opposed
to the best interests of the corporation, and, with respect to any criminal
action or proceeding, if he or she had no reasonable cause to believe his or her
conduct was unlawful.
Section 145(b) provides that a corporation may indemnify any person who
was or is a party or is threatened to be made a party to any threatened, pending
or completed action or suit by or in the right of the corporation to procure a
judgment in its favor by reason of the fact that he or she is or was a director,
officer, employee or agent of the corporation against expenses (including
attorneys' fees) actually and reasonably incurred by him or her in connection
with the defense or settlement of such action or suit if such person acted in
good faith and in a manner that he or she reasonably believed to be in or not
opposed to the best interests of the corporation and except that no
indemnification shall be made in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable to the corporation
unless and only to the extent that the Court of Chancery or the court in which
such action or suit was brought shall determine upon application that, despite
the adjudication of liability but in view of all the circumstances of the case,
such person is fairly and reasonably entitled to indemnity for such expenses
which the court deems proper.
Section 145(c) provides that, to the extent that a director, officer,
employee or agent of the corporation has been successful on the merits or
otherwise in defense of any action, suit or proceeding referred to in
subsections (a) and (b) of Section 145, or in defense of any claim, issue or
matter therein, he or she shall be indemnified against expenses (including
attorneys' fees) actually and reasonably incurred by him or her in connection
therewith.
Section 145(d) provides that any indemnification under subsections
145(a) and (b) (unless ordered by a court) shall be made by the corporation only
as authorized in the specific case upon a determination that indemnification is
proper in the circumstances because the indemnitee has met the applicable
standard of conduct set forth in subsections (a) and (b) of Section 145. Such
determination shall be made (i) by a majority vote of directors who were not
parties to such action, suit or proceeding, even though less than a quorum, or
(ii) if there are no such directors or if such directors so direct, by
independent legal counsel in a written opinion, or (iii) by the stockholders.
Section 145(e) provides that expenses (including attorneys' fees)
incurred by a director or officer in defending any civil, criminal,
administrative or investigative action, suit or proceeding may be paid by the
corporation in advance of the final disposition of such action, suit or
proceeding upon receipt of an undertaking by or on behalf of such director or
officer to repay such amount if it shall ultimately be determined that he or she
is not entitled to be indemnified by the corporation as authorized in Section
145.
Section 145(f) provides that the indemnification and advancement of
expenses provided by, or granted pursuant to, the other subsections of Section
145 shall not be deemed exclusive of any other rights to which any director or
officer seeking indemnification or advancement of expenses may be entitled under
any bylaw, agreement, vote of stockholders or disinterested directors or
otherwise, both as to action in his or her official capacity and as to action in
another capacity while holding office.
Section 145(j) provides that the indemnification and advancement of
expenses provided by, or granted pursuant to, Section 145 shall, unless
otherwise provided when authorized or ratified, continue as to a person who has
ceased to be a director or officer and shall inure to the benefit of the heirs,
executors and administrators of such person.
Article NINTH of Registrant's Amended and Restated Certificate of
Incorporation, as amended ("Registrant's Certificate") provides that Registrant
shall, to the full extent permitted by applicable law, indemnify all persons
whom it may indemnify pursuant thereto.
Article TENTH of Registrant's Certificate, consistent with Section
102(b)(7) of the Delaware General Corporation Law, provides that a director of
Registrant shall not be personally liable to Registrant or its stockholders for
monetary damages for breach of fiduciary duty as a director, except for
liability (i) for any breach of the director's duty of loyalty to Registrant or
its stockholders, (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) for any improper
payment of dividends or any unlawful stock purchase or redemption as provided
under Section 174 of the Delaware General Corporation Law, or (iv) for any
transaction from which the director derived an improper personal benefit.
Article TENTH further provides no amendment or repeal of such article or
adoption of any provision of the Certificate of Incorporation inconsistent with
Article TENTH shall prejudice the exculpatory effect of Article TENTH with
respect to any act or omission occurring prior to the effective date of such
amendment, repeal or inconsistent provision.
Section 10 of Article V of Registrant's By-laws provides that each
person who is or was a director or officer of Registrant or any of its
subsidiaries and each person who serves or may have served at the request of
Registrant as a director or officer of another corporation, partnership, joint
venture, trust or other enterprise (and the heirs, executors, administrators and
estates of any such persons), shall be indemnified by Registrant in accordance
with and to the fullest extent authorized by, the provisions of the Delaware
General Corporation Law as it may from time to time be amended. Each person who
is or was an employee or agent of Registrant and each person who serves or may
have served as an employee or agent of another corporation, partnership, joint
venture trust or other enterprise, may be similarly indemnified at the
discretion of the Board of Directors.
<PAGE>
In addition to indemnification provided by statutes, Registrant's
Certificate and By-laws, Registrant will assume written indemnity agreements
with its directors and with certain of its officers. In general, the written
indemnity agreements provide broad protection to the indemnitee, including,
among other things, (i) mandatory advancement of litigation expenses (including
attorneys' fees), subject to an undertaking by the indemnitee to repay such
advances if it is later determined that he or she is not entitled to
indemnification; (ii) contribution toward the amount incurred by the indemnitee
under certain circumstances where complete indemnification may otherwise be
unavailable; (iii) continuation of the maximum directors' and officers'
liability insurance available to Registrant; and (iv) payment of expenses
incurred by the indemnitee in actions brought by the indemnitee under certain
circumstances. The indemnity agreements provide additional benefits in the event
of a change in control of Registrant. The indemnity agreements also provide that
no action may be brought by or on behalf of Registrant against the indemnitee
after the expiration of two years from the date of the accrual of such action.
Item 7. Exemption from Registration Claimed
Not applicable.
Item 8. Exhibits
This Form S-8 Registration Statement includes the following
exhibits:
Exhibit Number
- ------- ------
4(a) Registrant's Amended and Restated Certificate of
Incorporation, incorporated by reference to Appendix B of
SafeCard's 1995 definitive proxy statement which was included
in Ideon's Registration Statement on Form S-4 (No. 33-58273)
filed as of March 28, 1995.
4(b) Certificate of Amendment to Registrant's Amended and Restated
Certificate of Incorporation, incorporated by reference to
Exhibit 3(b) of Registrant's Registration Statement on Form
8-B filed as of May 5, 1995.
4(c) Registrant's By-Laws, incorporated by reference to Appendix B
of SafeCard's 1995 definitive proxy statement which was
included in Ideon's Registration Statement on Form S-4 (No.
33-58273) filed as of March 28, 1995.
5 Opinion of Mahoney Adams & Criser, P.A.
15 Letter Regarding unaudited financial information.
23(a) Consents of Price Waterhouse LLP, Independent Accountants.
23(b) Consent of Mahoney Adams & Criser, P.A, included in Exhibit 5.
<PAGE>
Item 9. Undertakings
(1) The undersigned registrant hereby undertakes:
(a) To file during any period in which offers or sales of the
securities registered hereunder 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;
(ii) 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 the Registration
Statement;
(iii) 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;
provided, however, that paragraphs (a)(i) and (a)(ii) 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 Company pursuant to Section 13 or Section
15(d) of the Exchange Act, that are incorporated by reference in this
Registration Statement.
(b) 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.
(c) 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.
(2) Registrant hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of the Registrant's annual
report pursuant to section 13(a) or 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 herein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
(3) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of Registrant pursuant to the foregoing provisions, or otherwise, 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 Registrant of expenses incurred or paid
by a director, officer or controlling person of 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.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act, 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 Jacksonville, State of Florida, on the 11th day of
May 1995.
IDEON GROUP. INC.
By: /s/Paul G. Kahn
------------------------------------
Paul G. Kahn
Chairman and Chief Executive Officer
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities and on the
date indicated.
Signature Title Date
- --------- ----- ----
/s/ William T. Bacon, Jr. Director May 11, 1995
- ----------------------------
William T. Bacon, Jr.
/s/ Marshall L. Burman Director May 11, 1995
- ----------------------------
Marshall L. Burman
/s/ John Ellis Bush Director May 11, 1995
- ----------------------------
John Ellis Bush
/s/ Robert L. Dilenschneider Director May 11, 1995
- ----------------------------
Robert L. Dilenschneider
/s/ Adam W. Herbert, Jr. Director May 11, 1995
- ----------------------------
Adam W. Herbert, Jr.
/s/ Paul G. Kahn Director, Chairman and May 11, 1995
- ---------------------------- Chief Executive Officer
Paul G. Kahn
/s/ Eugene Miller Director May 11, 1995
- ----------------------------
Eugene Miller
/s/ Thomas F. Petway, III Director May 11, 1995
- ----------------------------
Thomas F. Petway, III
/s/ G. Thomas Frankland Chief Financial Officer May 11, 1995
- ---------------------------- (also principal accounting officer)
G. Thomas Frankland
<PAGE>
INDEX TO EXHIBITS
PAGINATION BY
EXHIBIT EXHIBIT SEQUENTIAL
NUMBER DESCRIPTION NUMBERING SYSTEM
4(a) Ideon's Amended and Restated Certificate Incorporated by reference
of Incorporation. to Appendix B of SafeCard's
1995 definitive proxy
statement which was
included in Ideon's
Registration Statement on
Form S-4 (No. 33-58273)
filed as of March 28, 1995.
4(b) Certificate of Amendment to Ideon's Incorporated by
Amended and Restated Certificate of reference to Exhibit 3(c)
Incorporation. to Registrant's Form 8-B as
filed on May 5, 1995
4(c) Registrant's By-Laws Incorporated by reference
to Appendix B of SafeCard's
1995 definitive proxy
statement which was
included in Ideon's
Registration Statement on
Form S-4 (No. 33-58273)
filed as of March 28, 1995.
5 Opinion of Mahoney Adams & Criser, P.A. 13-15
15 Letter regarding unaudited financial 16
information.
23(a) Consents of Price Waterhouse LLP, 17
Independent Accountants.
23(b) Consent of Mahoney Adams & Criser, P.A., Included in Exhibit 5.
EXHIBIT 5
May 10, 1995
Ideon Group, Inc.
7596 Centurion Parkway
Jacksonville, Florida 32256
Re: Registration Statements on Form S-8 as specified on Exhibit A
hereto
Gentlemen:
We refer to the Registration Statements and amendments thereto on Form
S-8 (collectively and, to the extent applicable, as amended, the
"Registration Statements") under the Securities Act of 1933, as amended (the
"Securities Act"), filed by Ideon Group, Inc., a Delaware corporation (the
"Company"), as successor to SafeCard Services, Inc., with the Securities
and Exchange Commission (the "Commission") on or about May 11, 1995 and as
more particularly described on Exhibit A attached hereto. The Registration
Statements cover an aggregate of approximately 4,521,332 shares (the "Shares")
of common stock, par value $.01 per share ("Common Stock") of the Company,
together with such indeterminate number of additional shares of Common Stock as
may be issuable as a result of stock splits, stock dividends or similar
transactions, authorized for issuance pursuant to the exercise of rights
under the benefit plans described in the Registration Statements (collectively,
the "Plans").
We have examined the originals, or photostatic or certified copies, of
such records of the Company, certificates of officers of the Company and of
public officials, and such other documents as we have deemed relevant and
necessary as the basis for the opinion set forth below. In such examination we
have assumed the genuineness of all signatures, the authenticity of all
documents submitted to us as originals, the conformity to original documents of
all documents submitted to us as photostatic or certified copies and the
authenticity of the originals of such copies.
Based upon the foregoing, we are of the opinion that the Shares, when
sold and delivered by the Company as contemplated by and in accordance with the
Plans, will be legally issued, fully paid and non-assessable.
We hereby consent to the use of our name in the Registration Statements
as counsel who will pass upon the legality of the Shares for the Company and as
having prepared this opinion, and to the use of this opinion as an exhibit to
the Registration Statements. We further consent to the use of our name as
counsel for the Company.
In giving this consent, we do not thereby admit that we come within the
category of persons whose consent is required under Section 7 of the Securities
Act, or the rules or regulations of the Commission promulgated thereunder.
Very truly yours,
/s/ Mahoney Adams & Criser, P.A.
--------------------------------
Mahoney Adams & Criser, P. A.
<PAGE>
EXHIBIT A
Post-Effective Amendment No. 1 to Registration Statement No. 33-57071
relating to the Ideon Group, Inc. 401(k) and Profit Sharing Plan
Post-Effective Amendment No. 1 to Registration Statement No. 33-55585
relating to the Ideon Group, Inc. Employees Stock Option Plan
Post-Effective Amendment No. 1 to Registration Statement No. 33-39023
relating to the Ideon Group, Inc. 1989 Stock Option Plan
Post-Effective Amendment No. 1 to Registration Statement No. 33-55581
relating to the Ideon Group, Inc. 1994 Long-Term Stock Based Incentive Plan
Post-Effective Amendment No. 2 to Registration Statement No. 33-51439
relating to the Ideon Group, Inc. 1992 Stock Option Plan and two individual
directors' stock option agreements
Post-Effective Amendment No. 2 to Registration Statement No. 33-48317
relating to the Ideon Group, Inc. 1991 Stock Option Plan and one individual
director's stock option agreement
Registration Statement filed with the Securities and Exchange Commission on
May 11, 1995 relating to the Ideon Group, Inc. 1994 Long-Term Stock Based
Incentive Plan
Registration Statement filed with the Securities and Exchange Commission on
May 11, 1995 relating to the Ideon Group, Inc. Directors Stock Plan
EXHIBIT 15
Securities and Exchange Commission
450 Fifth Street, N. W.
Washington, D. C. 20549
We are aware that Ideon Group, Inc., has included our report relating to
the consolidated financial statements of SafeCard Services, Incorporated, dated
February 6, 1995, except for Note 1, as to which the date is March 24, 1995,
(issued pursuant to the provisions of Statement on Auditing Standards No. 71) in
this Registration Statement on Form S-8, filed on or about May 11, 1995. We are
also aware of our responsibilities under the Securities Act of 1933.
PRICE WATERHOUSE LLP
Denver, Colorado
May 11, 1995
EXHIBIT 23(A)
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this
Registration Statement on Form S-8, of our report dated December 5, 1994,
except for Note 1, as to which the date is March 24, 1995, relating to the
consolidated financial statements of SafeCard Services, Incorporated,
appearing on page 25 of the Annual Report on Form 10-KA for the year ended
October 31, 1994.
PRICE WATERHOUSE LLP
Denver Colorado
May 11, 1995
<PAGE>
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this
Registration Statement on Form S-8 of Ideon Group, Inc., of our report dated
March 27, 1995, relating to the financial statements of Ideon Group, Inc.,
which appears in its Registration Statement on Form S-4 (No. 33-58273).
PRICE WATERHOUSE LLP
Miami, Florida
May 11, 1995
