1
As filed with the Securities and Exchange Commission on January 20, 1999.
Registration No. 333-______
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
SIMIONE CENTRAL HOLDINGS, INC.
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE 22-3209241
(State or Other Jurisdiction of (I.R.S. Employer Identification Number)
Incorporation or Organization)
6600 POWERS FERRY ROAD
ATLANTA, GEORGIA 30339
(Address of Principal Executive Offices) (Zip Code)
SIMIONE CENTRAL HOLDINGS, INC.
OMNIBUS EQUITY-BASED INCENTIVE PLAN
(Full Title of the Plan)
REID HOROVITZ, ESQ.
GENERAL COUNSEL
SIMIONE CENTRAL HOLDINGS, INC.
6600 POWERS FERRY ROAD
ATLANTA, GEORGIA 30339
(Name and Address of Agent for Service)
(770) 644-6700
(Telephone Number, Including Area Code, of Agent for Service)
COPIES OF COMMUNICATIONS TO:
REID HOROVITZ, ESQ. LINZY O. SCOTT, III, ESQ.
GENERAL COUNSEL THOMAS P. L'HELIAS, ESQ.
SIMIONE CENTRAL HOLDINGS, INC. POWELL, GOLDSTEIN, FRAZER & MURPHY LLP
6600 POWERS FERRY ROAD SIXTEENTH FLOOR
ATLANTA, GEORGIA 30339 191 PEACHTREE STREET, N.E.
ATLANTA, GEORGIA 30303
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------
Proposed Maximum Proposed Maximum
Title of Securities Amount to Be Offering Price Aggregate Offering Amount of
To Be Registered(1) Registered Per Share(3) Price(3) Registration Fee
------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value $.001 per share 1,000,000(2) $1.875 $1,875,000 $522
------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) This Registration Statement also covers such indeterminable number of
additional shares as may become issuable to prevent dilution in the event
of stock splits, stock dividends or similar transactions pursuant to the
terms of the Simione Central Holdings, Inc. Omnibus Equity-based Incentive
Plan (the "Plan").
(2) Representing additional shares to be issued by Simione Central Holdings,
Inc. (the "Registrant") in connection with the Plan.
(3) Estimated solely for purposes of calculating the registration fee pursuant
to Rule 457(h)(1) under the Securities Act of 1933, as amended (the
"Securities Act").
2
As required by the General Instruction to Item E for the use of the Form S-8
Registration Statement under the Securities Act ("Form S-8"), this registration
of additional shares under the Plan incorporates by reference the contents of
the original filing on Form S-8 of the Plan (File No. 333-51869).
-2-
3
ITEM 8. EXHIBITS.
THE FOLLOWING ITEMS ARE FILED AS EXHIBITS TO THIS REGISTRATION STATEMENT:
<TABLE>
<S> <C>
5.1 Opinion of Powell, Goldstein, Frazer & Murphy LLP.
23.1 Consent of Ernst & Young LLP.
24.1 Power of Attorney (included in the signature page of this
Registration Statement).
</TABLE>
-3-
4
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, hereunto
duly authorized, in the City of Atlanta, State of Georgia, on this 20th day of
January, 1999.
SIMIONE CENTRAL HOLDINGS, INC.
By: /s/ Barrett C. O'Donnell
-----------------------------------------
Barrett C. O'Donnell
Chairman of the Board and Chief Executive
Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Barrett C. O'Donnell, Lori Nadler Siegel and Reid
Horovitz, Esq. and each of them, his true and lawful attorneys-in-fact and
agents, with full power of substitution and resubstitution, for him and in his
name, place and stead, in any and all capacities to sign any or all amendments
to this Registration Statement, and to file the same, with all exhibits thereto
and other documents in connection therewith, with the Securities and Exchange
Commission, granting unto each of said attorneys-in-fact and agents full power
and authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully as to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that each of said attorneys-in-fact and agents, or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
-4-
5
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/ Barrett C. O'Donnell Chairman of the Board and January 20, 1999
--------------------------- Chief Executive Officer
Barrett C. O'Donnell (principal executive officer)
Chief Financial Officer January 20, 1999
/s/ Lori Nadler Siegel and Treasurer
--------------------------- (principal financial and
Lori Nadler Siegel accounting officer)
/s/ Gary M. Bremer Director January 20, 1999
---------------------------
Gary M. Bremer
/s/ William J. Simione, Jr. Vice Chairman of the Board January 20, 1999
--------------------------- and Executive Vice President
William J. Simione, Jr.
/s/ Murali Anantharaman Director January 20, 1999
---------------------------
Murali Anantharaman
/s/ James A. Gilbert Director January 20, 1999
---------------------------
James A. Gilbert
</TABLE>
-5-
6
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No. Description
----------- -----------
<S> <C>
5.1 Opinion of Powell, Goldstein, Frazer & Murphy LLP.
23.1 Consent of Ernst & Young LLP.
24.1 Power of Attorney (included in the signature page of this
Registration Statement).
</TABLE>
1
EXHIBIT 5.1
POWELL, GOLDSTEIN, FRAZER & MURPHY LLP
191 Peachtree Street N.E.
Suite 1600
Atlanta, Georgia 30303
(404) 572-6600
January 20, 1999
Simione Central Holdings, Inc.
6600 Powers Ferry Road
Atlanta, Georgia 30339
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
We have served as counsel for Simione Central Holdings, Inc., a Delaware
corporation (the "Company"), in connection with the registration under the
Securities Act of 1933, as amended, pursuant to a Registration Statement on Form
S-8 (the "Registration Statement"), of an aggregate of an additional 1,000,000
shares (the "Additional Shares") of common stock, par value $.001 per share
("Common Stock"), of the Company to be offered and sold by the Company pursuant
to the Simione Central Holdings, Inc. Omnibus Equity-Based Incentive Plan (the
"Plan"). The initial 250,000 shares of Common Stock issuable pursuant to the
Plan were previously registered pursuant to a separate Registration Statement on
Form S-8, and this Registration Statement serves to register the Additional
Shares authorized for issuance under the Plan.
We have examined and are familiar with originals or copies (certified,
photostatic or otherwise identified to our satisfaction) of such documents,
corporate records and other instruments relating to the incorporation of the
Company and the authorization of the Additional Shares pursuant to the Plan as
we have deemed necessary and advisable. In such examinations, we have assumed
the genuineness of all signatures on all originals and copies of documents we
have examined, the authenticity of all documents submitted to us as originals
and the conformity to original documents of all certified, conformed or
photostatic copies. As to questions of fact material and relevant to our
opinion, we have relied upon certificates or representations of Company
officials and of appropriate governmental officials.
We express no opinion as to matters under or involving the laws of any
jurisdiction other than the state of Delaware and the applicable federal laws of
the United States.
2
Based upon and subject to the foregoing and having regard for such legal
considerations as we have deemed relevant, it is our opinion that:
1. The Additional Shares have been duly authorized; and
2. Upon the issuance and delivery of the Additional Shares and payment
therefor as provided in the Plan and as contemplated by the
Registration Statement, such Additional Shares will be legally and
validly issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement.
Very truly yours,
/s/ Powell, Goldstein, Frazer & Murphy LLP
POWELL, GOLDSTEIN, FRAZER & MURPHY LLP
1
EXHIBIT 23.1
CONSENT OF ERNST & YOUNG LLP
We consent to the incorporation by reference in the Registration
Statement (Form S-8 No. 333-________) pertaining to the Simione Central
Holdings, Inc. Omnibus Equity-Based Incentive Plan of our report dated
February 23, 1998, with respect to the consolidated financial statements and
schedule of Simione Central Holdings, Inc. included in its Annual Report
(Form 10-K) for the year ended December 31, 1997 filed with the Securities
and Exchange Commission.
/s/ Ernst & Young LLP
----------------------------------
Ernst & Young LLP
January 13, 1999
Atlanta, Georgia