As filed with the Securities and Exchange Commission on October ___, 2001
Registration No. 333- _____
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
MATRIA HEALTHCARE, INC.
(Exact name of registrant as specified in its charter)
Delaware 58-2205984
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1850 Parkway Place, 12th Floor
Marietta, Georgia 30067
(Address of principal executive offices) (Zip Code)
MATRIA HEALTHCARE, INC. 2000 DIRECTORS' NON-QUALIFIED
STOCK OPTION PLAN
(Full title of the plan)
Roberta L. McCaw
Matria Healthcare, Inc.
1850 Parkway Place, 12th Floor
Marietta, Georgia 30067
770/767-8332
(Name, address and telephone number, including area code, of agent for service)
The Commission is requested to mail signed copies of all
orders, notices and communications to:
Roberta L. McCaw
Matria Healthcare, Inc.
1850 Parkway Place, 12th Floor
Marietta, Georgia 30067
Telephone: (770) 767-8332
Facsimile: (770) 767-7769
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CALCULATION OF REGISTRATION FEE
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Proposed
Title of each class of Amount to be Proposed maximum Maximum aggregate Amount of
securities to be registered registered(1)(2) offering price per offering price(2) registration fee
share(3)
----------------------------------- ------------------ --------------------- ------------------- --------------------
Common Stock, $0.01 par value 50,000 shares $22.735 $1,136,750 $284.19
(together with associated common
stock purchase rights)
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(1) Pursuant to General Instruction E of Form S-8, this Registration
Statement covers the registration of 50,000 shares of Common Stock in
addition to shares previously registered under Registration Statement
No. 333-42856.
(2) Pursuant to Rule 416(a) under the Securities Act of 1933, as amended
(the "Securities Act"), this registration statement also covers an
indeterminate number of additional shares which may be offered and
issued to prevent dilution resulting from stock splits, stock dividends
or similar transactions as provided in the plans described herein.
(3) Pursuant to Rule 457(h)(1) under the Securities Act, these figures are
based upon the average of the high and low prices of the Common Stock
on October ___, 2001, as reported in the Nasdaq National Market System,
and are used solely for the purpose of calculating the registration
fee.
As permitted by Rule 429 under the Securities Act of 1933, the prospectus
related to this Registration Statement also covers securities registered under
Registration Statement No. 333-42856.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
This Registration Statement on Form S-8 is being filed to
register 50,000 additional shares of Common Stock, par value $.01 per share (the
"Common Stock"), of Matria Healthcare, Inc. (the "Registrant") which have been
reserved for issuance under the Matria Healthcare, Inc. 2000 Directors'
Non-Qualified Stock Option Plan (the "Plan"). A total of 612,500 shares of the
Common Stock reserved under the Plan and the Matria Healthcare, Inc. 2000 Stock
Incentive Plan have previously been registered on a Registration Statement on
Form S-8 No. 333-42856 filed on August 2, 2000 (the "Registration Statement")
(which number of shares reflects a proportionate reduction occurring as a result
of a 1-for-4 reverse stock split that took effect on December 6, 2000). Pursuant
to and as permitted by General Instruction E to Form S-8, the contents of the
Registration Statement are hereby incorporated by reference herein, and the
opinions and consents listed at Item 8 below are annexed hereto.
ITEM 8. Exhibits.
5 Opinion of Troutman Sanders LLP.
23(a) Consent of KPMG LLP.
23(b) Consent of Troutman Sanders LLP (contained in opinion filed
in Exhibit 5).
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 Marietta, State of Georgia, on October 23, 2001.
MATRIA HEALTHCARE, INC.
By:/s/ Parker H. Petit
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Parker H. Petit, Chairman of Board,
President and Chief Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints Parker H. Petit and George W.
Dunaway, 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 all exhibits thereto,
and other documents in connection therewith with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents full power and
authority to do and to perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully and to all intents and
purposes as he might or would do in person, hereby ratifying and confirming all
that said attorneys-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,
this registration statement has been signed by the following persons in the
capacities and on the date indicated.
Signatures Title Date
Chairman of the Board,
/s/ Parker H. Petit President and Chief Executive October 23, 2001
---------------------- Officer, Director
Parker H. Petit (Principal Executive Officer)
/s/ Jeffrey D. Koepsell Chief Operating Officer, Executive October 23, 2001
---------------------- Vice President and Director
Jeffrey D. Koepsell
/s/ George W. Dunaway Vice President-Finance and Chief October 23, 2001
---------------------- Chief Financial Officer
George W. Dunaway Principal Finacial Officer)
/s/ Larry N. Brownlee Corporate Controller (Principal October 23, 2001
----------------------- Accounting Officer)
Larry N. Brownlee
Director October __, 2001
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Richard F. Levy
/s/ Guy W. Millner Director October 23, 2001
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Guy W. Millner
Director October __, 2001
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Carl E. Sanders
/s/ Thomas S. Stribling Director October 23, 2001
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Thomas S. Stribling
Director October __, 2001
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Jackie M. Ward
/s/ Donald W. Weber Director October 23, 2001
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Donald W. Weber
/s/ Morris S. Weeden Director October 23, 2001
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Morris S. Weeden
/s/ Frederick P. Zuspan, M.D. Director October 23, 2001
-----------------------
Frederick P. Zuspan, M.D.
EXHIBIT INDEX
Exhibit
Number Description
5 Opinion of Troutman Sanders LLP.
23(a) Consent of KPMG LLP.
23(b) Consent of Troutman Sanders LLP (contained in opinion filed
in Exhibit 5).