UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT Under The Securities Act of 1933
CURATIVE HEALTH SERVICES, INC.
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(Exact name of registrant as specified in its charter)
Minnesota 41-1503914
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(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
150 Motor Parkway
Hauppauge, New York 11788-5145
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(Address of Principal Executive Offices) (Zip Code)
CURATIVE HEALTH SERVICES, INC.
2001 BROAD-BASED STOCK INCENTIVE PLAN
(Full title of the plan)
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Joseph Feshbach
Chief Executive Officer
Curative Health Services, Inc.
150 Motor Parkway
Hauppauge, New York 11788
(Name and address of agent for service)
(631) 232-7000
(Telephone number, including area code, of agent for service)
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Copy to:
Timothy S. Hearn, Esq.
Dorsey & Whitney LLP
50 South Sixth Street, Suite 1500
Minneapolis, Minnesota 55402
(612) 340-2600
Facsimile: (612) 340-2868
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CALCULATION OF REGISTRATION FEE
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Title of Amount to Proposed maximum Proposed maximum Amount of
securities be registered offering price aggregate registration
to be per share(1) offering price(1) fee
registered
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Common Stock 1,000,000
($.01 par value) Shares(2) $14.52 $14,520,000 $1,336
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(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h) under the Securities Act of 1933, as amended.
The proposed maximum offering price is based upon the average of the
high and low prices of the common stock as reported on the Nasdaq
National Market on August 14, 2002.
(2) Consists of 1,000,000 shares of Common Stock issuable upon exercise of
options to be granted under the Stock Incentive Plan. Pursuant to Rule
416(a) of the Securities Act of 1933, as amended, this Registration
Statement also covers any additional securities that may be offered or
issued to prevent dilution resulting from stock splits, stock dividends
or similar transactions.
Pursuant to General Instruction E of Form S-8, this Registration
Statement relates to the registration of additional shares of common stock, $.01
par value per share ("Common Stock"), of the registrant under the Curative
Health Services, Inc. 2001 Broad-Based Stock Incentive Plan, a stock-based
employee benefit plan for which the registrant registered 1,000,000 shares of
Common Stock under a registration statement on Form S-8 filed with the
Securities and Exchange Commission on November 14, 2001 (File No. 333-73376),
the contents of which are hereby incorporated by reference herein.
PART II.
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits.
Exhibit
Number Description of Exhibit
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5.1 Opinion of Dorsey & Whitney LLP*
23.1 Consent of Ernst & Young LLP*
23.2 Consent of Dorsey & Whitney LLP (included in Exhibit 5.1)
24.1 Power of Attorney (included on signature page)
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* Filed herewith
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 Hauppauge, State of New York, on August 16, 2002.
CURATIVE HEALTH SERVICES, INC.
By: /s/ Joseph Feshbach
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Joseph Feshbach
Chief Executive Officer and Chairman
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Joseph Feshbach and Thomas Axmacher, and each of
them his attorney-in-fact, with the power of substitution, for him in any and
all capacities, to sign any amendment or post-effective amendment to this
Registration Statement on Form S-8 or abbreviated registration statement
(including, without limitation, any additional registration filed pursuant to
Rule 462 under the Securities Act of 1933) with respect thereto and to file the
same, with exhibits thereto and other documents in connection therewith, with
the Securities and Exchange Commission, hereby ratifying and confirming all that
said attorney-in-fact, or his substitute or substitutes, may 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 below by the following persons in the
capacities listed on August 16, 2002:
Signature Title
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By: /s/ Joseph Feshbach Chief Executive Officer and Chairman
----------------------- (principal executive officer)
Joseph Feshbach
By: /s/ Thomas Axmacher Senior VP Finance and Chief Financial Officer
----------------------- (principal financial and accounting officer)
Thomas Axmacher
By: /s/ Paul S. Auerbach Director
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Paul S. Auerbach
By: /s/ Daniel E. Berce Director
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Daniel E. Berce
By: /s/ Lawrence P. English Director
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Lawrence P. English
By: /s/ John C. Prior Director
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John C. Prior
By: /s/ Gerard Moufflet Director
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Gerard Moufflet
By: /s/ Timothy I. Maudlin Director
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Timothy I. Maudlin
EXHIBIT INDEX
Exhibit
Number Description of Exhibit
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5.1 Opinion of Dorsey & Whitney LLP*
23.1 Consent of Ernst & Young LLP*
23.2 Consent of Dorsey & Whitney LLP (included in Exhibit 5.1)
24.1 Power of Attorney (included on signature page)
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* Filed herewith
Exhibit 5.1
Opinion of Dorsey & Whitney LLP
August 16, 2002
Curative Health Services, Inc.
150 Motor Parkway
Hauppauge, New York 11788
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
We have acted as counsel to Curative Health Services, Inc., a
Minnesota corporation (the "Company"), in connection with a Registration
Statement on Form S-8 (the "Registration Statement") covering 1,000,000 shares
of the Company's authorized but unissued shares of common stock, par value $.01
per share (the "Shares"), issuable pursuant to the Company's 2001 Broad-Based
Stock Incentive Plan (the "Plan").
We have examined such documents, and have reviewed such questions of
law, as we have considered necessary and appropriate for the purposes of our
opinion set forth below. In rendering our opinion, we have assumed the
authenticity of all documents submitted to us as originals, the genuineness of
all signatures and the conformity to authentic originals of all documents
submitted to us as copies. We have also assumed the legal capacity for all
purposes relevant hereto of all natural persons and, with respect to all parties
to agreements or instruments relevant hereto other than the Company, that such
parties had the requisite power and authority (corporate or otherwise) to
execute, deliver and perform such agreements or instruments, that such
agreements or instruments have been duly authorized by all requisite action
(corporate or otherwise), executed and delivered by such parties and that such
agreements or instruments are the valid, binding and enforceable obligations of
such parties. As to questions of fact material to our opinion, we have relied
upon certificates of officers of the Company and of public officials.
Based on the foregoing, we are of the opinion that the Shares have
been duly authorized and, upon issuance, delivery and payment therefor in
accordance with the terms of the Plan, and any relevant agreements thereunder,
will be validly issued, fully paid and nonassessable.
Our opinions expressed above are limited to the laws of the State of
Minnesota.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ Dorsey & Whitney LLP
TSH
Exhibit 23.1
Consent of Independent Auditors
We consent to the incorporation by reference in the Registration Statement (Form
S-8 No. 333-00000) pertaining to the Curative Health Services, Inc. 2001
Broad-Based Stock Incentive Plan of our report dated March 19, 2002, with
respect to the consolidated financial statements and schedule of Curative Health
Services, Inc. included in its Annual Report (Form 10-K) for the year ended
December 31, 2001, filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
Melville, New York
August 16, 2002