As Filed With the Securities and Exchange Commission
on April 12, 2002
Registration No. 333-_________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
BRIGHT HORIZONS FAMILY SOLUTIONS, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 62-1742957 | |
| (State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
|
| 200 Talcott Avenue South Watertown, Massachusetts |
02472 |
|
| (Address of Principal Executive Offices) | (Zip Code) |
Bright Horizons Family Solutions, Inc.
Amended and Restated 1998 Stock Incentive Plan
(Full title of the plan)
Elizabeth J. Boland
Chief Financial Officer
Bright Horizons Family Solutions, Inc.
200 Talcott Avenue South
Watertown, Massachusetts 02472
(Name and address of agent for service)
(617) 673-8000
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
| Proposed maximum | Proposed maximum | |||||||||||||||
| Title of securities | Amount to be | offering price per | aggregate offering | Amount of | ||||||||||||
| to be registered | registered | share (1) | price (1) | registration fee | ||||||||||||
Common Stock |
750,000 shares | $ | 29.955 | $ | 22,466,250 | $ | 2,066.90 | |||||||||
| (1) | Estimated pursuant to Rule 457(h) under the Securities Act of 1933, as amended, solely for the purpose of calculating the registration fee, based upon the average of the high and low prices of the Registrant’s common stock as reported on the Nasdaq National Market on April 8, 2002. |
Registration of Additional Securities
This Registration Statement is filed pursuant to General Instruction E of Form S-8 for the purpose of registering additional shares of common stock, $.01 par value, of Bright Horizons Family Solutions, Inc., a Delaware corporation (the “Registrant”), for the Registrant’s Amended and Restated 1998 Stock Incentive Plan.
Incorporation by Reference of Earlier Registration Statements
The Registration Statement on Form S-8 (Registration No. 333-60023) previously filed by the Registrant with the Securities and Exchange Commission on July 28, 1998 is hereby incorporated by reference.
Item 8. Exhibits
| Exhibit Number | Description | |
| 4.1 | Certificate of Incorporation (Incorporated by reference to the Registration Statement on Form S-4 filed on June 17, 1998 (Registration No. 333-57035)) | |
| 4.2 | Amended and Restated Bylaws (Incorporated by reference to Exhibit 3 of the Quarterly Report on Form 10-Q filed on November 12, 1999) | |
| 4.3 | Specimen Common Stock Certificate (Incorporated by reference to Exhibit 4.3 of the Form 8-K filed on July 28, 1998) | |
| 4.4 | Amended and Restated 1998 Stock Incentive Plan (Incorporated by Reference to Exhibit 10.1 of the Quarterly Report on Form 10-Q filed on November 14, 2001) | |
| 5 | Opinion of Bass, Berry & Sims PLC | |
| 23.1 | Consent of Arthur Andersen LLP | |
| 23.2 | Consent of Bass, Berry & Sims PLC (included in Exhibit 5) | |
| 24 | Power of Attorney (included on page II-3) |
II-2
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, 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 Watertown, State of Massachusetts, on this 12th day of April, 2002.
| BRIGHT HORIZONS FAMILY SOLUTIONS, INC. | ||
| By: /s/ Elizabeth J. Boland | ||
|
|
||
| Elizabeth J. Boland Chief Financial Officer |
KNOW ALL MEN BY THESE PRESENTS, each person whose signature appears below hereby constitutes and appoints Elizabeth J. Boland and Stephen I. Dreier, 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 to this Registration Statement, and to file the same, with the Securities and Exchange Commission, granting unto 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 as he might or could do in person, hereby ratifying and confirming 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 dates indicated.
| Signature | Title | Date | ||
| /s/ David H. Lissy
David H. Lissy |
Director and Chief Executive Officer (Principal Executive Officer) | April 12, 2002 | ||
| /s/ Elizabeth J. Boland
Elizabeth J. Boland |
Chief Financial Officer (Principal Financial and Accounting Officer) Director and | April 12, 2002 | ||
| /s/ Roger H. Brown
Roger H. Brown |
Executive Chairman of the Board | April 12, 2002 | ||
| /s/ Mary Ann Tocio
Mary Ann Tocio |
Director, President and Chief Operating Officer | April 12, 2002 | ||
| /s/ Linda A. Mason
Linda A. Mason |
Director | April 12, 2002 | ||
| /s/ Marguerite W. Sallee
Marguerite W. Sallee |
Director | April 12, 2002 |
II-3
| Signature | Title | Date | ||
| /s/ Joshua Bekenstein
Joshua Bekenstein |
Director | April 12, 2002 | ||
| /s/ JoAnne Brandes
JoAnne Brandes |
Director | April 12, 2002 | ||
| /s/ William H. Donaldson
William H. Donaldson |
Director | April 12, 2002 | ||
| /s/ E. Townes Duncan
E. Townes Duncan |
Director | April 12, 2002 | ||
| /s/ Fred K. Foulkes
Fred K. Foulkes |
Director | April 12, 2002 | ||
| /s/ Sara Lawrence-Lightfoot
Sara Lawrence-Lightfoot |
Director | April 12, 2002 | ||
| /s/ Robert D. Lurie
Robert D. Lurie |
Director | April 12, 2002 | ||
| /s/ Ian M. Rolland
Ian M. Rolland |
Director | April 12, 2002 |
II-4
EXHIBIT INDEX
| Exhibit Number | Description | |
| 4.1 | Certificate of Incorporation (Incorporated by reference to the Registration Statement on Form S-4 filed on June 17, 1998 (Registration No. 333-57035)) | |
| 4.2 | Amended and Restated Bylaws (Incorporated by reference to Exhibit 3 of the Quarterly Report on Form 10-Q filed on November 12, 1999) | |
| 4.3 | Specimen Common Stock Certificate (Incorporated by reference to Exhibit 4.3 of the Form 8-K filed on July 28, 1998) | |
| 4.4 | Amended and Restated 1998 Stock Incentive Plan (Incorporated by Reference to Exhibit 10.1 of the Quarterly Report on Form 10-Q filed on November 14, 2001) | |
| 5 | Opinion of Bass, Berry & Sims PLC | |
| 23.1 | Consent of Arthur Andersen LLP | |
| 23.2 | Consent of Bass, Berry & Sims PLC (included in Exhibit 5) | |
| 24 | Power of Attorney (included on page II-3) |