As filed with the Securities and Exchange Commission on September 10, 2001.
File No. 333-__________
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
________________________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
________________________________
AMERIPATH, INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware 65-0642485
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification Number)
7289 Garden Road, Suite 200
Riviera Beach, Florida 33404
(561) 845-1850
(Address, including zip code, and telephone number of Principal Executive
Offices)
AmeriPath, Inc. 2001 Stock Option Plan
(Full Title of the Plan)
James C. New
Chief Executive Officer
AmeriPath, Inc.
7289 Garden Road, Suite 200
Riviera Beach, Florida 33404
(561) 845-1850
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
Copies to:
Nils Okeson
Alston & Bird LLP
One Atlantic Center
1201 West Peachtree Street
Atlanta, Georgia 30309-3424
Telephone: (404) 881-7889
_______________________
CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Title of Securities Amount to Maximum Maximum Amount of
to be Registered be Registered (2) Offering Price Aggregate Registration Fee
Per Share (3) Offering Price
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Common Stock, $.01 par value 2,000,000 $30.86 $61,720,000 $15,430
per share (with attached
Rights to purchase Series A
Junior Participating
Preferred Stock) (1)
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(1) Prior to the occurrence of certain events, the Rights will not be
evidenced or traded separately from the Registrant's Common Stock.
Accordingly, no separate fee is applicable.
(2) This Registration Statement also covers any additional shares that may
hereafter become issuable as a result of the adjustment and anti-dilution
provisions of the registrant's 2001 Stock Option Plan.
(3) The offering price for the shares covered by this Registration Statement
is estimated solely for purposes of calculating the registration fee in
accordance with Rule 457(h), based on the average of the high and low
sales price of the Common Stock reported on the Nasdaq National Market on
September 6, 2001.
PART II. INFORMATION REQUIRED IN REGISTRATION STATEMENT
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ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
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The following documents are incorporated by reference into this
Registration Statement and are deemed to be a part hereof from the date of the
filing of such documents:
(1) The Registrant's Annual Report on Form 10-K, as amended on Form 10-K/A,
for the fiscal year ended December 31, 2000.
(2) The Registrant's Quarterly Report on Form 10-Q for the fiscal quarter
ended March 31, 2001.
(3) The Registrant's Quarterly Report on Form 10-Q for the fiscal quarter
ended June 30, 2001.
(4) The Registrant's Current Reports on Form 8-K dated March 6, 2001, April
6, 2001 and August 8, 2001.
(5) All other reports filed by the Registrant pursuant to Section 13(a) or
15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
since December 31, 2000.
(6) The description of Common Stock contained in the Registrant's
Registration Statement filed under Section 12 of the Exchange Act, including any
amendment or report filed for the purpose of updating such description.
(7) The description of rights to purchase Series A Junior Participating
Preferred Stock contained in the Corporation's registration statement filed
under Section 12 of the Exchange Act, including all amendments or reports filed
for the purpose of updating such description.
All other documents subsequently filed by the Registrant pursuant to
Section 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a
post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference herein and to be a part hereof from the date of
filing of such documents.
Any statement contained in a document incorporated or deemed incorporated
herein by reference shall be deemed to be modified or superseded for the purpose
of this Registration Statement to the extent that a statement contained herein
or in any subsequently filed document which also is, or is deemed to be,
incorporated herein by reference 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.
Subject to the foregoing, all information appearing in this Registration
Statement is qualified in its entirety by the information appearing in the
documents incorporated by reference.
ITEM 4. DESCRIPTION OF SECURITIES. Not Applicable.
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ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL. Not Applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Registrant has authority under Section 145 of the Delaware General
Corporation Law to indemnify its directors and officers to the extent provided
for in such statute. The Registrant's Certificate of Incorporation provides
that the Registrant shall indemnify its officers and directors to the fullest
permitted by law. The Registrant's Certificate of Incorporation contains
certain provisions permitted under the Delaware General Corporation Law relating
to the liability of directors. These provisions eliminate a director's
liability for monetary damages for a breach of fiduciary duty, except in certain
circumstances involving certain wrongful acts, such as (1) the breach of a
director's duty of loyalty; (2) acts or omissions which involve intentional
misconduct or a knowing violation of law; (3) willful or negligent violation of
statutory provisions that prevent the unlawful payment of a dividend; or (4) any
transaction in which an officer or director receives an improper personal
benefit. At present, there is no pending litigation or other proceeding
involving a director or officer of the Registrant as to which indemnification is
being sought, nor is the Registrant aware of any threatened litigation that may
result in claims for indemnification by any officer or director.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED. Not Applicable.
ITEM 8. EXHIBITS
The exhibits included as part of this Registration Statement are as
follows:
Exhibit Number Description
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5.1 Opinion of Alston & Bird LLP
23.1 Consent of Alston & Bird LLP (included in Exhibit 5.1)
23.2 Consent of Deloitte & Touche LLP
23.3 Consent of Ernst & Young LLP
24.1 Power of Attorney (contained on the signature pages of
this Registration Statement)
99.1 AmeriPath, Inc. 2001 Stock Option Plan
99.2 Amendment Number 1 to the AmeriPath, Inc. 2001 Stock
Option Plan
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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;
(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 this 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)(1)(i) and (a)(1)(ii) above do 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 Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in this
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 being 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 Section 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 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
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 of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the Registrant's Articles of
Incorporation, Bylaws 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
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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 Riviera Beach, State of Florida, on this 10th of
September, 2001.
AMERIPATH, INC.
(Registrant)
By: /s/ JAMES C. NEW
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James C. New
Chairman and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that each of the undersigned officers and
directors of AmeriPath, Inc. (the "Company"), a Delaware corporation, for
himself and not for one another, does hereby constitute and appoint James C. New
and Gregory A. Marsh a true and lawful attorney in his name, place and stead, in
any and all capacities, to sign his name to any and all amendments, including
post-effective amendments, to this Registration Statement, and to sign a
Registration Statement pursuant to Section 462(b) of the Securities Act of 1933,
and to cause the same (together with all Exhibits thereto) to be filed with the
Securities and Exchange Commission, granting unto said attorneys and either of
them full power and authority to do and perform any act and thing necessary and
proper to be done in the premises, as fully to all intents and purposes as the
undersigned could do if personally present, and each of the undersigned for
himself hereby ratifies and confirms all that said attorneys or any one of them
shall lawfully do or cause to be done by virtue hereof.
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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.
Signature Capacity Date
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/s/ JAMES C. NEW Chairman and Chief Executive Officer (principal September 10, 2001
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James C. New executive officer)
/s/ GREGORY A. MARSH Vice President, Chief Financial Officer and September 10, 2001
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Gregory A. Marsh Secretary (principal financial and accounting
officer)
/s/ BRIAN C. CARR Director September 10, 2001
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Brian C. Carr
/s/ HAYWOOD D. COCHRANE, JR. Director September 10, 2001
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Haywood D. Cochrane, Jr.
/s/ E. MARTIN GIBSON Director September 10, 2001
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E. Martin Gibson
/s/ ALAN LEVIN, M.D. Director September 10, 2001
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Alan Levin, M.D.
/s/ C. ARNOLD RENSCHLER, M.D. Director September 10, 2001
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C. Arnold Renschler, M.D.
/s/ E. ROE STAMPS, IV Director September 10, 2001
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E. Roe Stamps, IV
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EXHIBIT INDEX
TO
REGISTRATION STATEMENT ON FORM S-8
Exhibit Number Description
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5.1 Opinion of Alston & Bird LLP
23.1 Consent of Alston & Bird LLP (included in Exhibit 5.1)
23.2 Consent of Deloitte & Touche LLP
23.3 Consent of Ernst & Young LLP
24.1 Power of Attorney (contained on the signature pages of
this Registration Statement)
99.1 AmeriPath, Inc. 2001 Stock Option Plan
99.2 Amendment Number 1 to the AmeriPath, Inc. 2001 Stock
Option Plan