As filed with the Securities and Exchange Commission on November 16, 2001
Registration 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
AMN HEALTHCARE SERVICES, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 06-1500476
(State or other jurisdiction of (IRS employer identification no.)
incorporation or organization)
12235 EL CAMINO REAL, SUITE 200
SAN DIEGO, CALIFORNIA 92130
(800) 282-0300
(Address, including zip code, and telephone
number, including area code, of principal
executive offices)
STEVEN C. FRANCIS
PRESIDENT AND CHIEF EXECUTIVE OFFICER
AMN HEALTHCARE SERVICES, INC.
12235 EL CAMINO REAL, SUITE 200
SAN DIEGO, CALIFORNIA 92130
(800) 282-0300
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
1999 PERFORMANCE STOCK OPTION PLAN
1999 SUPER-PERFORMANCE STOCK OPTION PLAN
2001 STOCK OPTION PLAN
(Full title of the plans)
CALCULATION OF REGISTRATION FEE
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Amount of
Amount to be Proposed maximum Proposed maximum registration
Title of securities to registered(1) offering aggregate offering fee(2)
be registered price per obligation(2) price(2)
- -----------------------------------------------------------------------------------------------------------
Common Stock, par value
$0.01 per share 5,814,172(3) $5.09 $29,594,135 $7,398.53(5)
- -----------------------------------------------------------------------------------------------------------
Common Stock, par value
$0.01 per share 1,896,764(4) $21.62 $41,008,038 $10,252.01(5)
===========================================================================================================
(1) Represents 3,688,617 shares of common stock reserved for issuance under the
1999 Performance Stock Option Plan, 1,844,306 shares of common stock
reserved for issuance under the 1999 Super-Performance Stock Option Plan
and 2,178,013 shares of common stock reserved for issuance under the 2001
Stock Option Plan. Pursuant to Rule 416 under the Securities Act of 1933,
as amended, this Registration Statement shall be deemed to cover any
additional securities to be offered or issued from stock splits, stock
dividends or similar transactions.
(2) Estimated solely for the purpose of determining the registration fee in
accordance with Rule 457(c) and 457(h)(1) of the Securities Act of 1933, as
amended.
(3) Represents 5,814,172 shares reserved for issuance pursuant to stock options
having a weighted average exercise price of $5.09 per share, granted
pursuant to the 1999 Performance Stock Option Plan, the 1999
Super-Performance Stock Option Plan and the 2001 Stock Option Plan. The
registration fee for such shares was calculated in accordance with Rule
457(h)(1) under the Securities Act of 1933, as amended, based on the
weighted average exercise price of such options.
(4) Consists of 1,896,764 shares reserved for issuance under the 1999
Performance Stock Option Plan, the 1999 Super-Performance Stock Option Plan
and the 2001 Stock Option Plan. The registration fee for such shares was
calculated in accordance with Rule 457(h)(1) under the Securities Act of
1933, as amended, based on the average of the high and low prices of the
shares on November 14, 2001 as reported on the New York Stock Exchange.
(5) One payment in the amount of $17,650.54 has been submitted by the
Registrant concurrently with this filing in payment of the aggregate
registration fee.
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EXPLANATORY NOTE
The Section 10(a) prospectus, being delivered by AMN
Healthcare Services, Inc. (the "Company") to participants in the Company's 1999
Performance Stock Option Plan, 1999 Super-Performance Stock Option Plan and 2001
Stock Option Plan (collectively, the "Plans"), as required by Rule 428 under the
Securities Act of 1933, as amended (the "Securities Act"), has been prepared in
accordance with the requirements of Form S-8 and relates to shares of common
stock of the Company, par value $0.01 per share (the "Common Stock"), reserved
for issuance pursuant to the Plans. Information regarding the Plans required in
the Section 10(a) prospectus is included in documents being maintained and
delivered by the Company as required by Rule 428 under the Securities Act. The
Company shall provide to participants in the Plans a written statement advising
them of the availability without charge, upon written or oral request, of
documents incorporated by reference herein, as is required by Item 2 of Part I
of Form S-8.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The document(s) containing the information required in Part I
of Form S-8 will be sent or given to participating employees as specified by
Rule 428(b)(1) of the Securities Act. These documents and the documents
incorporated by reference to this Registration Statement pursuant to Item 3 of
Part II, taken together, constitute a prospectus that meets the requirements of
Section 10(a) of the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed by the Company with the
Securities and Exchange Commission (the "Commission") are incorporated herein by
reference:
1. The Company's prospectus, dated November 12, 2001
(the "Prospectus") filed with the Commission pursuant to Rule 424(b) under the
Securities Act, relating to the Company's Registration Statement on Form S-1
(Registration No. 333-65168) (the "Form S-1 Registration Statement"), which was
declared effective on November 9, 2001; and
2. The Company's Registration Statement on Form 8-A,
dated October 26, 2001, filed pursuant to Section 12(b) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), which contains a
description of the Common Stock.
All of the documents filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act after the date of this
Registration Statement and prior to the filing of a post-effective amendment to
this Registration Statement that indicate that all securities offered have been
sold or that deregister all securities then remaining unsold shall be deemed to
be incorporated by reference in this Registration Statement and to be a part
hereof after the date of filing such documents. Any statement contained in a
document incorporated or deemed to be
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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. 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 General Corporation Law of the State of Delaware provides as
follows:
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 the corporation) by
reason of the fact that the person is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request of the corporation
as a director, officer, employee or agent or another corporation, partnership,
joint venture, trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by the person in connection with such action, suit or proceeding if the
person acted in good faith and in a manner the person reasonably believed to be
in or not opposed to the best interest of the corporation, and, with respect to
any criminal action or proceeding, had no reasonable cause to believe the
person's conduct was unlawful. The termination of any action, suit or proceeding
by judgment, order, settlement, conviction or upon a plea of nolo contendere or
its equivalent, shall not, of itself, create a presumption that the person did
not act in good faith and in a manner which he reasonably believed to be in or
not opposed to the best interests of the corporation, and, with respect to any
criminal action or proceeding, had reasonable cause to believe that the person's
conduct was unlawful.
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 is or was a director, officer, employee
or agent of the corporation, or is or was serving at the request of the
corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise against expenses
(including attorneys' fees) actually and reasonably incurred by the person in
connection with the defense or settlement of such action or suit if the person
acted in good faith and in a manner the person reasonably believed to be in or
not opposed to the best interests of the corporation and except that no
indemnification will be made in respect to 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
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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 of Chancery or such other court shall deem proper.
The Company's amended and restated certificate of
incorporation provides that it will indemnify any person, including persons who
are not its directors and officers, to the fullest extent permitted by Section
145 of the Delaware General Corporation Law.
In addition, pursuant to its Bylaws, the Company will
indemnify its directors and officers against expenses (including judgments or
amounts paid in settlement) incurred in any action, civil or criminal, to which
any such person is a party by reason of any alleged act or failure to act in his
capacity as such, except as to a matter as to which such director or officer
shall have been finally adjudged to be liable for negligence or misconduct in
the performance of his duty to the Company or not to have acted in good faith in
the reasonable belief that his action was in the best interest of the Company.
The directors and officers of the Company are insured under
policies of insurance maintained by the Company, subject to the limits of the
policies, against certain losses arising from any claims made against them by
reason of being or having been such directors or officers. Like indemnification
and insurance is also provided to those employees of the Company who serve as
administrators of the Plans.
Item 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
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Item 8. EXHIBITS
4.1 Specimen Stock Certificate (incorporated by reference to
Exhibit 4.1 to the Form S-1 Registration Statement)
4.2 Form of Amended and Restated Certificate of Incorporation
(incorporated by reference to Exhibit 3.1 to the Form S-1
Registration Statement)
4.3 Form of By-laws (incorporated by reference to Exhibit 3.2 to
the Form S-1 Registration Statement)
5.1 Opinion of Paul, Weiss, Rifkind, Wharton & Garrison
23.1 Consent of Paul, Weiss, Rifkind, Wharton & Garrison (included
as part of Exhibit 5.1)
23.2 Independent Auditor's Report on Schedule of KPMG LLP with
respect to the Registrant (incorporated by reference to
Exhibit 23.2 to the Form S-1 Registration Statement)
23.3 Consent of KPMG LLP with respect to the Registrant
23.4 Consent of KPMG LLP with respect to Preferred Healthcare
Staffing, Inc.
23.5 Consent of KPMG LLP with respect to O'Grady-Peyton
International (USA), Inc.
23.6 Consent of Deloitte & Touche LLP with respect to the
Registrant
23.7 Independent Auditor's Report on Schedule of Deloitte & Touche
LLP with respect to the Registrant (incorporated by reference
to Exhibit 23.6 to the Form S-1 Registration Statement)
23.8 Consent of DDK & Company LLP with respect to Nurses RX, Inc.
24.1 Power of Attorney (included on signature page 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;
(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.
Notwithstanding the foregoing, any
increase or decrease in volume of
securities offered (if the total
dollar value of securities offered
would not
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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 a 20% change
in the maximum aggregate offering
price set forth in the "Calculation
of Registration Fee" table in the
effective 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) 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 Registrant pursuant to
section 13 or section 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 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 may be permitted to directors, officers and controlling
persons of the Company pursuant to the Company's Certificate of Incorporation or
By-laws (as each is in effect from time to time), by contract, or otherwise, the
Company 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 the Company of expenses
incurred or paid by a director, officer or controlling person of the Company 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 Company will, unless in the opinion of its counsel the matter
has been settled by controlling
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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 San Diego, State of California on the 16th day
of November, 2001.
AMN HEALTHCARE SERVICES, INC.
By: /s/ Steven C. Francis
---------------------------------------
Steven C. Francis
President, Chief Executive Officer and
Director
KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints Steven C. Francis, Susan
Nowakowski and Donald R. Myll, 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 and all amendments, including post-effective amendments,
to this Registration Statement, and to file the same, with all exhibits thereto
and other documents in connection therewith, with the Commission, granting unto
said attorneys-in-fact and agents, and each of them, 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 intents and purposes as he might do or
could do in person hereby ratifying and confirming all that said
attorneys-in-fact and agents or any of them, or their or his substitute or
substitutes, may lawfully do or cause to be done by virtue thereof.
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:
SIGNATURES TITLE DATE
---------- ----- ----
/s/ Robert Haas
- -----------------------------
Robert Haas Chairman of the Board November 16, 2001
and Director
/s/ Steven C. Francis
- -----------------------------
Steven C. Francis President, Chief Executive November 16, 2001
Officer and Director
/s/ Michael Gallagher
- -----------------------------
Michael Gallagher Director November 16, 2001
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SIGNATURES TITLE DATE
---------- ----- ----
/s/ William F. Miller III
- -----------------------------
William F. Miller III Director November 16, 2001
/s/ Andrew Stern
- -----------------------------
Andrew Stern Director November 16, 2001
/s/ Douglas Wheat
- -----------------------------
Douglas Wheat Director November 16, 2001
/s/ Donald Myll
- -----------------------------
Donald Myll Chief Financial Officer and November 16, 2001
Treasurer
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
- ---------------- --------------------------------------------------------------
4.1 Specimen Stock Certificate (incorporated by reference to
Exhibit 4.1 to the Form S-1 Registration Statement)
4.2 Form of Amended and Restated Certificate of Incorporation
(incorporated by reference to Exhibit 3.1 to the Form S-1
Registration Statement)
4.3 Form of By-laws (incorporated by reference to Exhibit 3.2 to
the Form S-1 Registration Statement)
5.1 Opinion of Paul, Weiss, Rifkind, Wharton & Garrison
23.1 Consent of Paul, Weiss, Rifkind, Wharton & Garrison (included
as part of Exhibit 5.1)
23.2 Independent Auditor's Report on Schedule of KPMG LLP with
respect to the Registrant (incorporated by reference to
Exhibit 23.2 to the Form S-1 Registration Statement)
23.3 Consent of KPMG LLP with respect to the Registrant
23.4 Consent of KPMG LLP with respect to Preferred Healthcare
Staffing, Inc.
23.5 Consent of KPMG LLP with respect to O'Grady-Peyton
International (USA), Inc.
23.6 Consent of Deloitte & Touche LLP with respect to the
Registrant
23.7 Independent Auditor's Report on Schedule of Deloitte & Touche
LLP with respect to the Registrant (incorporated by reference
to Exhibit 23.6 to the Form S-1 Registration Statement)
23.8 Consent of DDK & Company LLP with respect to Nurses RX, Inc.
24.1 Power of Attorney (included on signature page of this
Registration Statement)
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EXHIBIT 5.1
[LETTERHEAD OF PAUL, WEISS, RIFKIND, WHARTON & GARRISON]
November 16, 2001
AMN Healthcare Services
12235 El Camino Real
Suite 200
San Diego, California 92130
Ladies and Gentlemen:
In connection with the Registration Statement on Form S-8 (the
"Registration Statement") of AMN Healthcare Services, Inc., a Delaware
corporation (the "Company"), filed with the Securities and Exchange Commission
(the "Commission") in accordance with the Securities Act of 1933, as amended
(the "Act"), and the rules and regulations under the Act (the "Rules"), we have
been requested by the Company to furnish our opinion as to the legality of up to
7,710,936 shares of the Company's Common Stock, par value $.01 per share (the
"Shares"), registered for issuance under the Registration Statement. Of the
Shares, 3,688,617 are reserved for issuance under (i) the Company's 1999
Performance Stock Option Plan, (ii) 1,844,306 under the Company's 1999
Super-Performance Stock Option Plan and (iii) 2,178,013 under the Company's 2001
Stock Option Plan (collectively, the "Plans").
In connection with this opinion, we have examined originals or copies,
certified or otherwise identified to our satisfaction, of the following
documents (collectively, the "Documents"): (i) the Registration Statement, (ii)
the Amended and Restated Certificate of Incorporation of the Company (the
"Charter"), (iii) the By-laws of the Company, (iv) the Plans, (v) the stock
option agreements provided to us by the Company and entered into by the Company
relating to the Shares (the "Stock Option Agreements") and (v) those corporate
records, agreements and other instruments of the Company, and all other
certificates, agreements and documents, that we have considered relevant and
necessary as a basis for the opinion expressed in this letter.
In our examination of the Documents, we have assumed, without
independent investigation: (a) the genuineness of all signatures, (b) the
enforceability of the Documents against each party to them, (c) the legal
capacity of all individuals who have executed any of the Documents, (d) the
authenticity of all documents submitted to us as originals, (e) the conformity
to original documents of all documents submitted to us as certified,
photostatic, reproduced or conformed copies of valid existing agreements or
other documents, (f) the authenticity of all these latter documents (including,
without limitation, that there has been no oral or written modification or
waiver to any of the documents reviewed) and (g) that the Shares will not be
issued or transferred in violation of any restriction or limitation contained in
the Charter. As to certain matters of fact (both express and implied), we have
relied on representations, statements or certificates of officers of the
Company.
Based upon the above, and subject to the stated assumptions, we are of
the opinion that, when issued in accordance with the terms of each of the Plans
and the Stock Option Agreements, the Shares will be duly authorized, validly
issued, fully paid and non-assessable.
Our opinion expressed above is limited to the General Corporation Law
of the State of Delaware. Please be advised that no member of this firm is
admitted to practice in the State of Delaware. Our opinion is rendered only with
respect to the laws and the rules, regulations and orders under them, which are
currently in effect.
We consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to our name under the caption "Legal
Matters" in the prospectus to be distributed to participating employees as
required by Rule 428(b)(1) under the Act. In giving this consent, we do not
agree or admit that we come within the category of persons whose consent is
required by the Act or the Rules.
Very truly yours,
/s/ PAUL, WEISS, RIFKIND, WHARTON & GARRISON
EXHIBIT 23.3
[LETTERHEAD OF KPMG LLP]
INDEPENDENT ACCOUNTANTS' CONSENT
The Board of Directors and Stockholders
AMN Healthcare Services, Inc.:
We consent to incorporation by reference in the registration statement on Form
S-8 dated November 16, 2001 of AMN Healthcare Services, Inc. of our report dated
March 29, 2001, except as to Note 12 which is as of October 18, 2001, relating
to the consolidated balance sheets of AMN Healthcare Services, Inc. and
subsidiaries, formerly AMN Holding, Inc., (the Company), as of December 31, 1999
and 2000, and the related consolidated statements of operations, stockholders'
equity, and cash flows for each of the years in the two-year period ended
December 31, 2000, and our report on the related schedule, which reports appear
in the registration statement (No. 333-65168) on Form S-1 of AMN Healthcare
Services, Inc.
/s/ KPMG LLP
San Diego, California
November 15, 2001
EXHIBIT 23.4
[LETTERHEAD OF KPMG LLP]
INDEPENDENT ACCOUNTANTS' CONSENT
The Board of Directors and Stockholders
Preferred Healthcare Staffing, Inc.:
We consent to incorporation by reference in the registration statement on Form
S-8 dated November 16, 2001 of AMN Healthcare Services, Inc. of our report dated
April 4, 2001, relating to the balance sheets of Preferred Healthcare Staffing,
Inc. as of December 31, 1999 and November 30, 2000, and the related statements
of operations, shareholders' equity and cash flows for the years ended December
31, 1998 and 1999 and the eleven months ended November 30, 2000, which report
appears in the registration statement (No. 333-65168) on Form S-1 of AMN
Healthcare Services, Inc.
/s/ KPMG LLP
Miami, Florida
November 15, 2001
EXHIBIT 23.5
[LETTERHEAD OF KPMG LLP]
INDEPENDENT ACCOUNTANTS' CONSENT
The Board of Directors and Stockholders
O'Grady-Peyton International (USA), Inc.:
We consent to incorporation by reference in the registration statement on Form
S-8 dated November 16, 2001 of AMN Healthcare Services, Inc. of our report dated
May 11, 2001, relating to the consolidated balance sheets of O'Grady-Peyton
International (USA), Inc. and subsidiary as of December 31, 1999 and 2000, and
the related consolidated statements of income, shareholders' equity and cash
flows for each of the years in the two-year period ended December 31, 2000,
which report appears in the registration statement (No. 333-65168) on Form S-1
of AMN Healthcare Services, Inc.
/s/ KPMG LLP
Atlanta, Georgia
November 15, 2001
EXHIBIT 23.6
[LETTERHEAD OF DELOITTE & TOUCHE LLP]
INDEPENDENT ACCOUNTANTS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
AMN Healthcare Services, Inc. on Form S-8 of our reports dated September 23,
1999, and contained in Registration Statement No. 333-65168 on Form S-1 of AMN
Healthcare Services, Inc.
/s/ Deloitte & Touche LLP
San Diego, California
November 14, 2001
EXHIBIT 23.8
[GRAPHIC OMITTED]
[LETTERHEAD OF DDK & COMPANY LLP]
CONSENT OF INDEPENDENT AUDITORS
-------------------------------
We hereby consent to the use in this Registration Statement on Form S-8 of our
report dated March 31, 2001, relating to the financial statements of Nurses RX,
Inc. for the years ended December 31, 1998 and 1999, and to the reference to our
firm under the caption "Experts" in the Prospectus.
/s/ DDK & Company LLP
New York, New York
November 14, 2001