As Filed with the Securities and Exchange Commission on May 20, 2010
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
THE PROVIDENCE SERVICE CORPORATION
(Exact name of registrant as specified in its charter)
Delaware | 86-0845127 | |
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
5524 East Fourth Street, Tucson, Arizona | 85711 | |
(Address of Principal Executive Offices) | (Zip Code) |
The Providence Service Corporation 2006 Long-Term Incentive Plan
(Full title of the Plan)
Fletcher J. McCusker
Chief Executive Officer
The Providence Service Corporation
5524 East Fourth Street, Tucson, Arizona 85711
(Name and address of agent for service)
(520) 747-6600
(Telephone number, including area code, of agent for service)
Copy to:
Ethan Seer, Esquire
Blank Rome LLP
405 Lexington Avenue
New York, New York 10174
Telephone: (212) 885-5000
Facsimile: (212) 885-5001
Indicate by check mark whether the registrant is 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.
Large accelerated filer | ¨ | Accelerated filer | x | |||
Non-accelerated filer | ¨ (Do not check if a smaller reporting company) | Smaller reporting company | ¨ |
CALCULATION OF REGISTRATION FEE
Title of securities to be registered |
Amount to be registered (1) |
Proposed maximum offering price per share (2) |
Proposed maximum aggregate offering price (2) |
Amount of registration fee | ||||
Common stock, par value $0.001 per share |
1,100,000 (3) | $18.20 | $20,020,000 | $1,427.43 | ||||
(1) | Represents shares issuable under the registrants 2006 Long-Term Incentive Plan (2006 Plan) as a result of an amendment to the 2006 Plan approved by stockholders of the registrant on May 20, 2010 (the Amendment). |
(2) | Calculated solely for the purpose of determining the registration fee pursuant to Rule 457 of the Securities Act of 1933, as amended, based upon the average of the high and low prices of the registrants common stock as reported on the Nasdaq National Market on May 17, 2010. |
(3) | Pursuant to Rule 416 under the Securities Act of 1933, as amended, this registration statement also includes such indeterminate number of shares of Common Stock as may be issued pursuant to certain anti-dilution provisions contained in the 2006 Plan. |
Pursuant to General Instruction E of Form S-8, the registrant hereby makes the following statement:
This Registration Statement on Form S-8 is being filed by the registrant to register an additional 1,100,000 shares of its common stock which are issuable upon the exercise of options and upon the grant of restricted stock and other stock-based awards available for grant under the 2006 Plan, pursuant to the Amendment authorized by the stockholders of the registrant on May 20, 2010. These 1,100,000 shares are in addition to the 800,000 shares of the registrants common stock which were previously registered pursuant to the registrants Registration Statement on Form S-8 (Commission File No. 333-135126) filed with the Securities and Exchange Commission (the SEC) on June 19, 2006 and the 1,000,000 shares of the registrants common stock which were previously registered pursuant to the registrants Registration Statement on Form S-8 (Commission File No. 333-151079) filed with the SEC on May 21, 2008 (collectively, the Prior Registration Statements). Pursuant to Instruction E of Form S-8, the contents of the Prior Registration Statements are hereby incorporated by reference.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. | Exhibits. | |
4.1 | The Providence Service Corporation 2006 Long-Term Incentive Plan, as amended (incorporated by reference from Appendix A to the Schedule 14A filed by the registrant on April 22, 2010). | |
5 | Opinion of Blank Rome LLP. | |
23.1 | Consent of McGladrey & Pullen, LLP. | |
23.2 | Consent of KPMG LLP | |
23.3 | Consent of Blank Rome LLP (included in Exhibit 5). | |
24.1 | Power of Attorney (included on signature page of this registration statement). |
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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 Tucson, State of Arizona, on May 20, 2010.
THE PROVIDENCE SERVICE CORPORATION | ||
By: | /S/ FLETCHER JAY MCCUSKER | |
Fletcher Jay McCusker | ||
Chief Executive Officer |
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Fletcher Jay McCusker and Michael N. Deitch, and each of them, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all post-effective amendments to this registration statement, and to file the same, with all exhibits thereto, and other documentation in connection therewith, with the Securities and Exchange Commission, granting unto 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 to all intents and purposes as he or she might or could do in person, hereby ratifying all that said attorneys-in-fact and agents, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
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 date indicated.
SIGNATURE |
TITLE(S) |
DATE | ||
/S/ FLETCHER JAY MCCUSKER Fletcher Jay McCusker |
Chairman of the Board, Chief Executive Officer (Principal Executive Officer) |
May 20, 2010 | ||
/S/ TERRENCE J. CRYAN Terrence J. Cryan |
Director | May 20, 2010 | ||
/S/ HUNTER HURST, III Hunter Hurst, III |
Director | May 20, 2010 | ||
/S/ RICHARD A. KERLEY Richard A. Kerley |
Director | May 20, 2010 | ||
/S/ KRISTI L. MEINTS Kristi L. Meints |
Director | May 20, 2010 |
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SIGNATURE |
TITLE(S) |
DATE | ||
/S/ WARREN S. RUSTAND Warren S. Rustand |
Director | May 20, 2010 | ||
/S/ RICHARD SINGLETON Richard Singleton |
Director | May 20, 2010 | ||
/S/ MICHAEL N. DEITCH Michael N. Deitch |
Chief Financial Officer (Principal Accounting Officer and Principal Financial Officer) |
May 20, 2010 |
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INDEX TO EXHIBITS
Exhibit |
Description of Exhibit | |
4.1 | The Providence Service Corporation 2006 Long-Term Incentive Plan, as amended (incorporated by reference from Appendix A to the Schedule 14A filed by the registrant on April 22, 2010). | |
5 |
Opinion of Blank Rome LLP. | |
23.1 |
Consent of McGladrey & Pullen, LLP. | |
23.2 |
Consent of KPMG LLP. | |
23.3 |
Consent of Blank Rome LLP (included in Exhibit 5). | |
24.1 |
Power of Attorney (included on signature page of this registration statement). |
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