As filed with the Securities and Exchange Commission on April 10, 2009
Registration No. 333-
UNITED STATES
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 incorporation or organization) |
(IRS Employer Identification No.) |
12400 High Bluff Drive, Suite 100
San Diego, California 92130
(Address, including zip code, of Registrants principal executive offices)
AMN Healthcare Equity Plan
(Full title of the plan)
Denise L. Jackson, Esq.
Senior Vice President, General Counsel and Secretary
AMN Healthcare Service, Inc.
12400 High Bluff Drive, Suite 100
San Diego, California 92130
(866) 871-8519
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copy to:
John C. Kennedy, Esq.
Paul, Weiss, Rifkind, Wharton & Garrison LLP
1285 Avenue of the Americas
New York, New York 100196064
(212) 373-3000
CALCULATION OF REGISTRATION FEE
Title of Each Class of Securities to be Registered |
Amount to be Registered (1) |
Proposed Maximum Offering Price Per Share (3) |
Proposed Maximum Aggregate Offering Price (4) |
Amount of Registration Fee |
|||||||||||||
Common Stock, par value $0.01 per share |
2,142,875 shares | (2) | $6.01 | $12,878,679 | $719 |
(1) | Pursuant to Rule 416 under the Securities Act of 1933, as amended (the Securities Act), this Registration Statement shall be deemed to cover any additional securities to be offered or issued from stock splits, stock dividends or similar transactions. The registrant has previously registered 3,766,025 shares of Common Stock that may be issued under the AMN Healthcare Equity Plan, as amended (the Equity Plan), on Registration Statement Nos. 333-133227 and 333-142187. The registration fees for the previously registered shares were paid at the time such Registration Statements were filed. |
(2) | Represents 2,142,875 shares of Common Stock reserved for issuance under the Equity Plan. |
(3) | Pursuant to Rules 457(c) and 457(h) under the Securities Act, the proposed maximum offering price per share was determined based on the average of the high and low prices of the Common Stock as reported by the New York Stock Exchange on April 6, 2009. |
(4) | Estimated solely for the purpose of computing the registration fee in accordance with Rule 457(c) and 457(h) under the Securities Act. |
EXPLANATORY NOTE
AMN Healthcare Services, Inc. (the Company) has prepared this Registration Statement in accordance with the requirements of Form S-8 under the Securities Act of 1933, as amended (the Securities Act) to increase by 2,142,875 the number of shares of the Companys common stock, par value $0.01 per share (the Common Stock) registered under the AMN Healthcare Equity Plan, as amended (the Equity Plan).
Upon effectiveness of this Registration Statement, a total of 5,908,900 shares of Common Stock issuable under the Equity Plan will be registered (which represents the original authorized 723,275 shares of Common Stock, registered on April 12, 2006, as increased by 3,042,750 shares registered on April 18, 2007, and as further increased by the additional 2,142,875 shares being registered hereby (including 292,875 shares forfeited, canceled or terminated other than by exercise under the Companys Stock Option Plan from January 1, 2007 through March 31, 2009)).
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. | Incorporation of Documents by Reference |
Pursuant to General Instruction E to Form S-8, the contents of our Registration Statements on Form S-8 (File Nos. 333-133227 and 333-142187) previously filed by us with the Securities and Exchange Commission (the Commission) on April 12, 2006 and April 18, 2007, respectively, with respect to the shares of Common Stock reserved for issuance under the Equity Plan are incorporated by reference into this Registration Statement.
The following documents filed with the Commission by us are also incorporated by reference in this Registration Statement:
1. | Our Annual Report on Form 10-K for the fiscal year ended December 31, 2008, filed with the Commission on March 2, 2009. |
2. | Our Current Report on Form 8-K dated March 18, 2009, filed with the Commission on March 18, 2009. |
3. | The description of the Common Stock set forth in our Registration Statement on Form 8-A filed pursuant to Section 12 of the Securities Exchange Act of 1934, as amended, on October 26, 2001, and any amendment or report filed for the purpose of updating any such description. |
In addition, all reports and documents filed by us pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended, subsequent to the date hereof and prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and made a part hereof from the date of the filing of such documents.
Item 8. | Exhibits |
5.1 | Opinion of Paul, Weiss, Rifkind, Wharton & Garrison LLP as to the legality of the shares of common stock. | |
10 | AMN Healthcare Equity Plan (incorporated by reference to Exhibit A-1 of AMN Healthcare Services, Inc.s Definitive Proxy Statement on Schedule 14A filed on March 4, 2009). | |
23.1 | Consent of Independent Registered Public Accounting Firm. | |
23.2 | Consent of Paul, Weiss, Rifkind, Wharton & Garrison LLP (included in Exhibit 5.1). | |
24.1 | Power of Attorney (included on signature pages hereto). |
SIGNATURES
Pursuant to the requirements of 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 San Diego, State of California on April 9, 2009.
AMN HEALTHCARE SERVICES, INC. | ||
By: | /S/ SUSAN R. NOWAKOWSKI | |
Name: | Susan R. Nowakowski | |
Title: | President and Chief Executive Officer |
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Susan R. Nowakowski and David C. Dreyer, or any of them, as his true and lawful attorney-in-fact with full power of substitution and resubstitution, in any and all capacities, to sign this registration statement or amendments (including post-effective amendments) thereto 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 attorney-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 and he might or could do in person, hereby ratifying and conforming all that said attorney-in-fact and agents, or their substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed on April 9, 2009 by the following persons in the capacities indicated.
Signature |
Title | |||
/s/ SUSAN R. NOWAKOWSKI Susan R. Nowakowski |
President, Chief Executive Officer and Director (Principal Executive Officer) | |||
/s/ DOUGLAS D. WHEAT Douglas D. Wheat |
Chairman of the Board of Directors | |||
/s/ R. JEFFREY HARRIS R. Jeffrey Harris |
Director | |||
/s/ MICHAEL M.E. JOHNS Michael M.E. Johns |
Director | |||
/s/ HALA G. MODDELMOG Hala G. Moddelmog |
Director | |||
/s/ ANDREW M. STERN Andrew M. Stern |
Director | |||
/s/ PAUL E. WEAVER Paul E. Weaver |
Director | |||
/s/ DAVID C. DREYER David C. Dreyer |
Chief Financial Officer, Chief Accounting Officer and Treasurer (Principal Accounting and Financial Officer) |
INDEX TO EXHIBITS
5.1 | Opinion of Paul, Weiss, Rifkind, Wharton & Garrison LLP as to the legality of the shares of common stock. | |
10 | AMN Healthcare Equity Plan (incorporated by reference to Exhibit A-1 of AMN Healthcare Services, Inc.s Definitive Proxy Statement on Schedule 14A filed on March 4, 2009). | |
23.1 | Consent of Independent Registered Public Accounting Firm. | |
23.2 | Consent of Paul, Weiss, Rifkind, Wharton & Garrison LLP (included in Exhibit 5.1). | |
24.1 | Power of Attorney (included on signatures pages hereto). |