As filed with the Securities and Exchange Commission on August 8, 1997
REGISTRATION STATEMENT NO. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-------------------------
SHERIDAN HEALTHCARE, INC.
(Exact name of Registrant as specified in its charter)
DELAWARE 04-3252967
(State of incorporation) (I.R.S. Employer Identification Number)
4651 SHERIDAN STREET, SUITE 400
HOLLYWOOD, FLORIDA 33021
(954) 987-5822
(Address, including zip code, and telephone number, including area code,
of Registrant's principal executive offices)
SHERIDAN HEALTHCARE, INC.
SECOND AMENDED AND RESTATED 1995 STOCK OPTION PLAN
(Full Title of the Plan)
MITCHELL EISENBERG, M.D.
PRESIDENT AND CHIEF EXECUTIVE OFFICER
SHERIDAN HEALTHCARE, INC.
4651 SHERIDAN STREET, SUITE 400
HOLLYWOOD, FLORIDA 33021
(954) 987-5822
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
----------------------------
With a copy to:
Kevin M. Dennis, Esq.
Goodwin, Procter & Hoar LLP
Exchange Place
53 State Street
Boston, Massachusetts 02109-2881
(617) 570-1000
-----------------------------
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
- -----------------------------------------------------------------------------------------------------------
Proposed Maximum Proposed Maximum Amount of
Title of Securities Being Amount to be Offering Price Per Aggregate Offering Registration
Registered Registered Share Price Fee
- -----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value 1,350,000 $12.44(2) $16,794,000.00 $5,090.00
$.01 per share shares (1)
<FN>
(1) Plus such additional number of shares as may be required pursuant to the
Sheridan Healthcare, Inc. Second Amended and Restated 1995 Stock Option
Plan in the event of a stock dividend, stock split, split-up,
recapitalization or other similar event.
(2) This estimate is based on the average of the high and low sales prices on
the Nasdaq National Market of the Common Stock of Sheridan Healthcare, Inc.
on August 5, 1997 pursuant to Rules 457(c) and (h) under the Securities
Act of 1933, as amended, solely for purposes of determining the
registration fee.
</FN>
</TABLE>
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference.
-----------------------------------------------
Sheridan Healthcare, Inc. (the "Company") hereby incorporates by reference
the documents listed in (a) through (c) below, which have previously been filed
with the Securities and Exchange Commission.
(a) The Company's Annual Report on Form 10-K, containing audited financial
statements for the fiscal year ended December 31, 1996, filed with the
Securities and Exchange Commission pursuant to Section 13(a) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), on
March 31, 1997;
(b) All other reports filed since December 31, 1996 pursuant to Section
13(a) or 15(d) of the Exchange Act; and
(c) The description of the Company's common stock contained in its
Registration Statement on Form 8-A, filed with the Securities and
Exchange Commission on September 20, 1995, as amended, under Section
12 of the Exchange Act and any amendments or reports filed for the
purpose of updating such description.
In addition, all documents subsequently filed with the Securities and
Exchange Commission by the Company pursuant to Sections 13(a), 13(c), 14 and
15(d) of the Exchange Act, prior to the filing of a post-effective amendment
hereto which indicates that all securities offered hereunder 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.
-----------------------------------------
In accordance with the General Corporation Law of the State of Delaware,
Article VII of the Company's Third Amended and Restated Certificate of
Incorporation, as amended (the "Certificate"), provides that no director of the
Company shall be personally liable to the Company 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 the Company or
its stockholders, (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) in respect of
certain unlawful dividend payments or stock redemptions or repurchases, or (iv)
for any transaction from which the director derived an improper personal
benefit. In addition, the Certificate provides that if the General Corporation
Law of the State of Delaware is amended to authorize the further elimination or
limitation of the liability of directors, then the liability of a director of
the Corporation shall be eliminated or limited to the fullest extent permitted
by the General Corporation Law of the State of Delaware, as so amended.
Article V of the Company's Amended and Restated By-laws provides for
indemnification by the Company of its directors, officers and certain
non-officer employees under certain circumstances against expenses (including
attorneys fees, judgments, fines, taxes, penalties and amounts paid in
settlement) reasonably incurred in connection with the defense or settlement of
any threatened, pending or completed legal proceeding in which any such person
is involved by reason of the fact that such person is or was a director, officer
or employee of the Company if such person acted in good faith and in a manner he
or she reasonably believed to be in or not opposed to the best interests of the
Company, and, with respect to criminal actions or proceedings, if such person
had no reasonable cause to believe his or her conduct was unlawful.
<PAGE>
The Amended and Restated Stockholders' Agreement, filed as Exhibit 4.2 to
the Company's registration statement on Form S-1 (File No. 33-93290) filed on
June 8, 1995, as amended (the "Form S-1") provides for indemnification by the
Company of its existing principal stockholders and the controlling persons of
such stockholders (one of whom is a director of the Company) against certain
liabilities arising under the securities laws.
Under Section 7 of the Underwriting Agreement filed as Exhibit 1.1 to the
Form S-1, the underwriters of the Company's initial public offering have agreed
to indemnify, under certain conditions, the Company, its directors, certain of
its officers and persons who control the Company within the meaning of the
Securities Act of 1933, as amended (the "Securities Act") against certain
liabilities.
Sheridan Healthcorp, Inc. (the "Subsidiary"), a wholly-owned subsidiary of
the Company, has entered into indemnification agreements with certain directors
and officers of the Company pursuant to which the Subsidiary has agreed to
indemnify the indemnified officers and directors against expenses (including
attorneys' fees, judgments, fines, taxes, penalties and amounts paid in
settlement) reasonably incurred in connection with a certain action brought
against the Company and the indemnified directors and officers in the Circuit
Court of Broward County, Florida in October, 1996.
The Company also carries directors' and officers' liability insurance
covering its directors and officers.
Item 7. Exemption from Registration Claimed.
-----------------------------------
Not applicable.
Item 8. Exhibits.
--------
The following is a complete list of exhibits filed or incorporated by
reference as part of this registration statement.
Exhibits
- --------
4.1 Sheridan Healthcare, Inc. Third Amended and Restated Certificate of
Incorporation (incorporated herein by reference to such exhibit filed
as an exhibit to the Company's Quarterly Report on Form 10-Q for the
quarter ended September 30, 1995).
4.2 Sheridan Healthcare, Inc. Amended and Restated By-laws (incorporated
herein by reference to such exhibit filed as an exhibit to the
Company's Quarterly Report on Form 10-Q for the quarter ended
September 30, 1995).
5.1 Opinion of Goodwin, Procter & Hoar LLP as to the legality of the
securities being registered.
23.1 Consent of Goodwin, Procter & Hoar LLP (included in Exhibit 5.1).
23.2 Consent of Arthur Andersen LLP, Independent Accountants.
24.1 Powers of Attorney (included on page 4 of this registration
statement).
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;
2
<PAGE>
(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; and,
(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 paragraphs (a)(1)(i) and (a)(1)(ii) above shall not
apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed with
or furnished to the Commission by the registrant pursuant to Section 13 or
15(d) of the Exchange Act that are incorporated by reference in the
registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned 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 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 the registration statement
shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering
thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or
otherwise, the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against
public policy as expressed in the Securities Act, and is, therefore,
unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the
registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter has
been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by
it is against public policy as expressed in the Securities Act and
will be governed by the final adjudication of such issue.
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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 Hollywood, State of Florida, on August 8, 1997.
SHERIDAN HEALTHCARE, INC.
By: /s/ Mitchell Eisenberg
-------------------------------------
Mitchell Eisenberg, M.D., Chairman,
President and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that we, the undersigned officers and
directors of Sheridan Healthcare, Inc. hereby severally constitute Mitchell
Eisenberg, M.D. and Jay A. Martus, Esq., and each of them singly, our true and
lawful attorneys with full power to them, and each of them singly, to sign for
us and in our names in the capacities indicated below, the registration
statement filed herewith and any and all amendments to said registration
statement, and generally to do all such things in our names and in our
capacities as officers and directors to enable Sheridan Healthcare, Inc. to
comply with the provisions of the Securities Act of 1933 and all requirements of
the Securities and Exchange Commission, hereby ratifying and confirming our
signatures as they may be signed by our said attorneys, or any of them, to said
registration statement and any and all amendments thereto.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons in the
capacities and on the date indicated.
SIGNATURE CAPACITY DATE
/s/ Mitchell Eisenberg Chairman of the Board of Directors, August 8, 1997
- ------------------------ President and Chief Executive Officer
Mitchell Eisenberg, M.D. (Principal Executive Officer)
/s/ Michael F. Schundler Chief Operating Officer and Chief August 8, 1997
- ------------------------- Financial Officer (Principal Financial
Michael F. Schundler Officer and Principal Accounting Officer)
/s/ Lewis D. Gold Executive Vice President-Business August 8, 1997
- ------------------------- Development and Director
Lewis D. Gold, M.D.
- ------------------------- Director August __, 1997
Robert W. Daly
/s/ Henry E. Golembesky
- ------------------------- Director August 8, 1997
Henry E. Golembesky, M.D.
/s/ Neil A. Natkow
- ------------------------- Director August 8, 1997
Neil A. Natkow, D. O.
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EXHIBIT INDEX
Exhibit No. Description
4.1 Sheridan Healthcare, Inc. Third Amended and Restated Certificate
of Incorporation (incorporated herein by reference to such
exhibit filed as an exhibit to the Company's Quarterly Report on
Form 10-Q for the quarter ended September 30, 1995).
4.2 Sheridan Healthcare, Inc. Amended and Restated By-laws
(incorporated herein by reference to such exhibit filed as an
exhibit to the Company's Quarterly Report on Form 10-Q for the
quarter ended September 30, 1995).
5.1 Opinion of Goodwin, Procter & Hoar LLP as to the legality of the
securities being registered.
23.1 Consent of Goodwin, Procter & Hoar LLP (included in Exhibit 5.1).
23.2 Consent of Arthur Andersen LLP, Independent Accountants.
24.1 Powers of Attorney (included on page 4 of this registration
statement).
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Exhibit 5.1
GOODWIN, PROCTER & HOAR LLP
COUNSELLORS AT LAW
EXCHANGE PLACE
BOSTON, MASSACHUSETTS 02109-2881
August 8, 1997
Sheridan Healthcare, Inc.
4651 Sheridan Street
Suite 400
Hollywood, Florida 33021
Ladies and Gentlemen:
This opinion is furnished in connection with the registration, pursuant to
the Securities Act of 1933, as amended (the "Act"), of 1,350,000 shares of
Common Stock, par value $.01 per share (the "Shares"), of Sheridan Healthcare,
Inc., a Delaware corporation (the "Company").
In connection with rendering this opinion, we have examined the Certificate
of Incorporation and ByLaws of the Company, each as amended to date; such
records of the corporate proceedings of the Company as we deemed material; a
registration statement on Form S-8 under the Act relating to the Shares (the
"Registration Statement") and the prospectus contained therein (the
"Prospectus"); the Sheridan Healthcare, Inc. Second Amended and Restated Stock
Option Plan; and such other certificates, receipts, records and documents as we
considered necessary for the purposes of this opinion. In our examination, we
have assumed the genuineness of all signatures, the legal capacity of natural
persons, the authenticity of all documents submitted to us as certified,
photostatic or facsimile copies, the authenticity of the originals of such
copies and the authenticity of telephonic confirmations of public officials and
others. As to facts material to our opinion, we have relied upon certificates or
telephonic confirmations of public officials and certificates, documents,
statements and other information of the Company or representatives or officers
thereof.
We are attorneys admitted to practice in The Commonwealth of Massachusetts.
We express no opinion concerning the laws of any jurisdictions other than the
laws of the United States of America and The Commonwealth of Massachusetts and
the General Corporation Law of the State of Delaware.
Based upon the foregoing, we are of the opinion that when the Shares have
been issued and paid for in accordance with the terms of the Prospectus, the
Shares will be validly issued, fully paid and nonassessable shares of Common
Stock.
The foregoing assumes that all requisite steps will be taken to comply with
the requirements of the Act and applicable requirements of state laws regulating
the offer and sale of securities.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours
/s/ GOODWIN, PROCTER & HOAR LLP
GOODWIN, PROCTER & HOAR LLP
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Exhibit 23.2
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
As independent certified public accountants, we hereby consent to the
incorporation by reference in this Registration Statement on Form S-8 of our
report dated February 21, 1997 (except for the matter discussed in Note 12, as
to which the date is March 17, 1997) included in Sheridan Healthcare, Inc.'s
Annual Report on Form 10-K for the year ended December 31, 1996 and to all
references to our Firm included in this Registration Statement.
/s/ Arthur Andersen LLP
ARTHUR ANDERSEN LLP
Miami, Florida
August 8, 1997
7
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