- Securities Registration: Employee Benefit Plan (S-8)
August 31 2010 - 5:00PM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on August 31, 2010
Registration
No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION
STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
EMERGENCY MEDICAL SERVICES CORPORATION
(Exact name of Registrant as specified in its charter)
Delaware
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20-3738384
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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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6200 S. Syracuse Way
Greenwood Village, Colorado
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80111
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(Address of principal executive offices)
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(Zip code)
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Emergency Medical Services Corporation 2007 Employee
Stock Purchase Plan
Emergency Medical Services Corporation Second Amended
and Restated Long-Term Incentive Plan
(Full titles of the plans)
Craig Wilson, Esq.
Carl Berglind, Esq.
Emergency Medical Services Corporation
6200 S. Syracuse Way, Suite 200, Greenwood
Village, CO 80111-4737
(303) 495-1200
(Name and address including zip code, and telephone number,
including area code of agent for service)
Copies to:
Lynn Toby Fisher, Esq.
Joel I. Greenberg, Esq.
Kaye Scholer LLP
425 Park Avenue
New York, N.Y. 10022
(212) 836-8000
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
definitions of large accelerated filer, accelerated filer, and smaller
reporting company in Rule 12b-2 of the Exchange Act.
Large accelerated filer
o
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Accelerated filer
x
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Non-accelerated filer
o
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Smaller reporting company
o
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(Do not check if a smaller reporting company)
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CALCULATION OF REGISTRATION FEE
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(2)
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Class A common stock, par value $.01 per
share
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2,000,000 shares
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$
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47.32
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$
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94,640,000
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$
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6,748
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(1)
Reflects
additional shares issuable under the registrants Second Amended and Restated
Long-Term Incentive Plan (Second Amended and Restated LTIP) to Eligible
Employees, as such term is defined in the Second Amended and Restated LTIP.
Pursuant to Rule 416(a), this registration statement covers such
indeterminate number of additional shares which may become issuable to such
individuals under the LTIP as a result of the anti-dilution provisions thereof.
(2)
Calculated
pursuant to Rules 457(c) and 457(h) under the Securities Act of
1933, as amended, based on the average of the high sales price and the low sales
price per share of the registrants class A common stock as reported on the New
York Stock Exchange on August 25, 2010.
INCORPORATION OF PRIOR REGISTRATION STATEMENT BY
REFERENCE
This
Registration Statement on Form S-8
(this S-8) is filed by Emergency Medical Services Corporation (the Company)
to register an additional 2,000,000 shares of class A common stock (the Additional
Shares) which may be awarded under the Companys Second Amended and
Restated Long-Term Incentive Plan (the Second Amended and Restated LTIP). The Additional Shares are in addition to the
2,000,000 shares of class A common stock originally registered under the
Registration Statement on Form S-8
(No. 333
-
148955) (the Original
S-8), that was filed with the Securities and Exchange Commission on January 30,
2008. The Additional Shares may
be awarded to Eligible Employees, as such term is defined in the Second
Amended and Restated LTIP.
This S-8 is filed pursuant to General Instruction E
of Form S-8 and the contents of the Original S-8 are incorporated by
reference herein.
PART II
Information Required in the Registration Statement
Item 8.
Exhibits.
Exhibits
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Description
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4.1
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Emergency
Medical Services Corporation Second Amended and Restated Long-Term Incentive
Plan (incorporated by reference to Annex A of the Companys Form DEF 14A
filed with the Commission on April 21, 2010)
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5.1
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Opinion
of Kaye Scholer LLP
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23.1
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Consent
of Kaye Scholer LLP (included in such firms opinion filed as
Exhibit 5.1)
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23.2
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Consent
of Ernst & Young LLP
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24.1
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Power
of Attorney (included on the Signature Page of this S-8)
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1
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 this Registration Statement on Form S-8 and has duly caused
this Registration Statement on Form S-8 to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Greenwood Village, State
of Colorado, on August 31, 2010.
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EMERGENCY
MEDICAL SERVICES CORPORATION
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By:
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/s/
William A. Sanger
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William
A. Sanger
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Chairman,
President and Chief Executive Officer
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POWER OF ATTORNEY
We
the undersigned directors and officers of Emergency Medical Services
Corporation do hereby constitute and appoint William A. Sanger, Randel G. Owen
and Todd G. Zimmerman, or either of them, our true and lawful attorneys and
agents, to do any and all such acts and things in our name and on our behalf in
our capacities as directors and officers and to execute any and all instruments
for us and in our names in the capacities indicated below, which said attorneys
and agents, or either of them, may deem necessary or advisable to enable said
corporation to comply with the Securities Act, and any rules, regulations and
requirements of the Securities and Exchange Commission, in connection with the
registration statement, including specifically, but without limitation, power
and authority to sign for us or in any of our names and in the capacities
indicated below any and all amendments (including post effective amendments) to
this registration statement, or any related registration statement that is to
be effective upon filing pursuant to Rule 462(b) under the Securities
Act; and we do hereby ratify and confirm all that the said attorneys and
agents, or either of them, shall do or cause to be done by virtue hereof.
Pursuant
to the requirements of the Securities Act, this Registration Statement on Form S-8
has been signed by the following persons in the capacities and on the dates
indicated.
Signature
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Title
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Date
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/s/ William A. Sanger
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Chairman, President, Chief Executive
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August 31,
2010
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William A. Sanger
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Officer and Director (Principal Executive Officer)
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/s/ Randel G. Owen
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Chief Financial Officer
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August 31,
2010
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Randel G. Owen
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(Principal Financial Officer)
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/s/ Jason Standifird
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Chief Accounting Officer
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Jason Standifird
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(Principal Accounting Officer)
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August
31, 2010
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/s/ Kevin E. Benson
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Director
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August 31,
2010
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Kevin E. Benson
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/s/ Steven B. Epstein
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Director
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August 31,
2010
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Steven B. Epstein
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/s/ Paul B. Iannini, M.D
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Director
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August 31,
2010
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Paul B. Iannini, M.D
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2
/s/ James T. Kelly
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Director
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August 31,
2010
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James T. Kelly
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/s/ Robert M. Le Blanc
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Director
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August 31,
2010
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Robert M. Le Blanc
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/s/ Michael L. Smith
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Director
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August 31,
2010
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Michael L. Smith
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3
EXHIBIT INDEX
Exhibits
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Description
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4.1
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Emergency
Medical Services Corporation Second Amended and Restated Long-Term Incentive
Plan (incorporated by reference to Annex A of the Companys Form DEF 14A
filed with the Commission on April 21, 2010)
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5.1
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Opinion
of Kaye Scholer LLP
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23.1
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Consent
of Kaye Scholer LLP (included in such firms opinion filed as
Exhibit 5.1)
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23.2
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Consent
of Ernst & Young LLP
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24.1
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Power
of Attorney (included on the Signature Page of this S-8)
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4
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