- Securities Registration: Employee Benefit Plan (S-8)
June 05 2009 - 3:42PM
Edgar (US Regulatory)
Registration No. 333-
UNITED STATES
SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
under
the Securities Act of 1933
Catalyst Health Solutions, Inc.
(Exact name of registrant as specified in its charter)
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Delaware
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52-2181356
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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800 King Farm Boulevard
Rockville, Maryland 20850
(Address of principal executive offices)
2004 Employee Stock Purchase Plan
(Full title of Plan)
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Copy to:
Bruce F. Metge, Esq.
General Counsel & Corporate Secretary
Catalyst Health Solutions, Inc.
800 King Farm Boulevard
Rockville, Maryland 20850
(301)
548-2900
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Copy to:
Scott C. Herlihy, Esq.
Latham & Watkins LLP
555 Eleventh Street, N.W.
Washington, D.C. 20004
(202) 637-2200
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(Name, address, including zip code, and telephone number, including area code, of agent for
service)
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.
See the definitions of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act.
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Large accelerated filer
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x
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Accelerated filer
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¨
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Non-accelerated filer
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¨
(Do not check if a smaller reporting company)
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Smaller reporting company
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¨
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CALCULATION OF REGISTRATION FEE
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Title of Securities
to be Registered
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Amount
to be
Registered
(1)
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Proposed
Maximum
Offering Price
Per Share
(2)
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Proposed
Maximum
Aggregate Offering
Price
(2)
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Amount of
Registration
Fee
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Common Stock, $0.01 par value
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100,000 shares
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$21.80
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$2,180,000
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$121.65
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(1)
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The Catalyst Health Solutions, Inc.s 2004 Employee Stock Purchase Plan, as amended (the
Plan
), authorizes the issuance of 200,000 shares of the
Companys common stock, par value $0.01 per share, of which 100,000 shares are being registered hereunder and 100,000 have been previously registered. In accordance with Rule 416(a) of the Securities Act of 1933, as amended (the
Securities Act
), this registration statement shall also cover any additional shares of common stock which become issuable under the Plan by reason of any stock dividend, stock split, recapitalization or similar transaction.
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(2)
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Estimated solely for calculating the amount of the registration fee, pursuant to paragraphs (c) and (h) of Rule 457 of the General Rules and Regulations under the
Securities Act, on the basis of the average of the high and low sale prices of such securities on June 1, 2009, within five business days prior to filing.
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EXPLANATORY NOTE
On June 18, 2004, Catalyst Health Solutions, Inc., a Delaware corporation (the Company) registered 100,000 shares of its common stock, par value $0.01 per share (Common Stock), to be
offered or sold to participants under the Plan pursuant to the Registration Statement on Form S-8 (File No. 333-116618), the contents of which are incorporated by reference herein to the extent not modified or superseded hereby or by any
subsequently filed document that is incorporated by reference herein or therein. On June 1, 2009, the Companys shareholders approved an amendment to the Plan to increase the number of shares available for issuance under the Plan by
100,000 shares, from 100,000 to 200,000 shares of Common Stock. This Registration Statement is being filed in order to register the additional 100,000 shares of Common Stock which may be offered or sold to participants under the Plan.
PART I
The information called for in
Part I of Form S-8 is not being filed with or included in this Form S-8 (by incorporation by reference or otherwise) in accordance with the rules and regulations of the Securities and Exchange Commission (the Commission).
PART II
Item 3.
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Incorporation of Documents by Reference
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The
following documents filed with the Commission by us are incorporated as of their respective dates in this Registration Statement by reference:
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The Companys Annual Report on Form 10-K for the year ended December 31, 2008, including all material incorporated by reference therein;
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The Companys Quarterly Report on Form 10-Q for the quarter ended March 31, 2009, including all material incorporated by reference therein;
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The Companys definitive Proxy Statement on Schedule 14A filed on April 24, 2009, including all material incorporated by reference therein; and
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The description of the Companys Common Stock contained in the Registration Statement on Form S-3 filed with the Commission on October 15, 2004, including
any subsequently filed amendments and reports updating such description.
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All documents filed by us pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (the Exchange Act), subsequent to the date of this registration statement and prior to the filing of a post-effective amendment which indicates that all
securities offered have been sold or which deregisters all securities then remaining unsold are incorporated by reference in this Registration Statement and are a part hereof from the date of filing such documents; except as to any portion of any
future annual or quarterly report to stockholders or document or current report furnished under current Items 2.02 or 7.01 of Form 8-K that is not deemed filed under such provisions. 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 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.
Item 4.
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Description of Securities
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Not required to be filed
with this registration.
Item 5.
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Interests of Named Experts and Counsel
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Not
applicable.
Item 6.
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Indemnification of Directors and Officers
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Not
required to be filed with this registration.
Item 7.
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Exemption from Registration Claimed
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Not
applicable.
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Exhibit
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Description
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4.1
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Certificate of Ownership and Merger Merging Catalyst Health Solutions, Inc. with and into HealthExtras, Inc., effective October 1, 2008 (filed as Exhibit 3(i)(a) to the Companys
Quarterly Report on Form 10-Q filed on November 6, 2008, and incorporated herein by reference)
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4.2
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Amended and Restated Certificate of Incorporation of Catalyst Health Solutions, Inc., effective October 1, 2008 (filed as Exhibit 3(i)(b) to the Companys Quarterly Report on Form 10-Q
filed on November 6, 2008, and incorporated herein by reference)
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4.3
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Amended and Restated Bylaws of Catalyst Health Solutions, Inc., effective October 1, 2008 (filed as Exhibit 3(ii) to the Companys Quarterly Report on Form 10-Q filed on November 6,
2008, and incorporated herein by reference)
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4.4
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Amended and Restated Financing and Security Agreement dated September 15, 2006 by and between HealthExtras, Inc. and Wachovia Bank, National Association (filed as Exhibit 4.2 to the
Companys Annual Report on Form 10-K for the year ended December 31, 2006, filed on February 28, 2007, and incorporated herein by reference)
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4.5
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Registration Rights Agreement dated June 18, 2004 by and among HealthExtras, Inc. and Kenneth J. Sack and the Sack Family Trust (filed as Exhibit 4.2 to the Companys Current Report
on Form 8-K, filed on June 23, 2004, and incorporated herein by reference)
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5.1
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Opinion of Counsel (filed herewith)
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23.1
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Consent of PricewaterhouseCoopers LLP (filed herewith)
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23.2
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Consent of Counsel (included in Exhibit 5.1)
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24.1
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Power of Attorney (included on signature page of this Registration Statement)
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99.1
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2004 Employee Stock Purchase Plan (filed as Exhibit A to the Companys definitive Proxy Statement on Schedule 14A, filed on April 29, 2004, and incorporated herein by
reference)
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99.2
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Amendment to 2004 Employee Stock Purchase Plan (filed herewith)
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(a)
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The undersigned registrant hereby undertakes:
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(1)
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To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:
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(i)
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To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933, as amended (the Act);
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(ii)
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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. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the Calculation of Registration Fee table in the effective Registration Statement; and
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(iii)
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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;
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provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) shall not apply to information contained
in periodic reports filed by the registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in this Registration Statement.
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(2)
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That, for the purpose of determining any liability under the 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.
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(3)
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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.
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(b)
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The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Act, each filing of the registrants annual report pursuant to section
13(a) or section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plans 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.
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(c)
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Insofar as indemnification for liabilities arising under the 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 Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director,
officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended (the Securities
Act), 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 Rockville, State of Maryland, on this 5
th
day of June, 2009.
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CATALYST HEALTH SOLUTIONS, INC.
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By:
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/s/ David T. Blair
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David T. Blair
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Chief Executive Officer and Director
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POWER OF ATTORNEY
Each person whose signature appears below hereby authorizes and appoints David T. Blair and Bruce F. Metge, and each of them, with full power to act without the other, as attorney-in-fact and agent, with full power of
substitution and resubstitution, to sign on his or her behalf, individually and in the capacities stated below, and to file any and all amendments, including post-effective amendments, to this Registration Statement and other documents in connection
therewith, with the Commission, granting to said attorney-in-fact and agent full power and authority to perform any other act on behalf of the undersigned required to be done in the premises.
Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities and on the
dates indicated.
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Signature
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Title
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Date
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/s/ Edward S. Civera
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Chairman and Director
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June 1, 2009
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Edward S. Civera
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/s/ David T. Blair
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Chief Executive Officer and Director
(Principal Executive Officer)
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June 1, 2009
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David T. Blair
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/s/ Hai V. Tran
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Chief Financial Officer and Chief Accounting Officer
(Principal Financial Officer and Principal Accounting Officer)
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June 1, 2009
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Hai V. Tran
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/s/ William E. Brock
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Director
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June 1, 2009
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William E. Brock
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/s/ Steven B. Epstein
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Director
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June 1, 2009
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Steven B. Epstein
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/s/ Daniel J. Houston
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Director
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June 3, 2009
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Daniel J. Houston
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/s/ Michael R. McDonnell
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Director
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June 1, 2009
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Michael R. McDonnell
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/s/ Kenneth A. Samet
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Director
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June 3, 2009
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Kenneth A. Samet
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/s/ Dale B. Wolf
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Director
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June 1, 2009
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Dale B. Wolf
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EXHIBIT INDEX
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Exhibit
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Description
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4.1
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Certificate of Ownership and Merger Merging Catalyst Health Solutions, Inc. with and into HealthExtras, Inc., effective October 1, 2008 (filed as Exhibit 3(i)(a) to the Companys
Quarterly Report on Form 10-Q filed on November 6, 2008, and incorporated herein by reference)
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4.2
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Amended and Restated Certificate of Incorporation of Catalyst Health Solutions, Inc., effective October 1, 2008 (filed as Exhibit 3(i)(b) to the Companys Quarterly Report on Form 10-Q
filed on November 6, 2008, and incorporated herein by reference)
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4.3
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Amended and Restated Bylaws of Catalyst Health Solutions, Inc., effective October 1, 2008 (filed as Exhibit 3(ii) to the Companys Quarterly Report on Form 10-Q filed on
November 6, 2008, and incorporated herein by reference)
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4.4
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Amended and Restated Financing and Security Agreement dated September 15, 2006 by and between HealthExtras, Inc. and Wachovia Bank, National Association (filed as Exhibit 4.2 to the
Companys Annual Report on Form 10-K for the year ended December 31, 2006, filed on February 28, 2007, and incorporated herein by reference)
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4.5
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Registration Rights Agreement dated June 18, 2004 by and among HealthExtras, Inc. and Kenneth J. Sack and the Sack Family Trust (filed as Exhibit 4.2 to the Companys Current Report on
Form 8-K, filed on June 23, 2004, and incorporated herein by reference)
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5.1
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Opinion of Counsel (filed herewith)
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23.1
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Consent of PricewaterhouseCoopers LLP (filed herewith)
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23.2
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Consent of Counsel (included in Exhibit 5.1)
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24.1
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Power of Attorney (included on signature page of this Registration Statement)
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99.1
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2004 Employee Stock Purchase Plan (filed as Exhibit A to the Companys definitive Proxy Statement on Schedule 14A, filed on April 29, 2004, and incorporated herein by
reference)
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99.2
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Amendment to 2004 Employee Stock Purchase Plan (filed herewith)
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