View:
As filed with the Securities and Exchange Commission on June 7,
2017
Registration No.
333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________________
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF
1933
____________________________
CROSS COUNTRY HEALTHCARE, INC.
(Exact
Name of Registrant as Specified in Its Charter)
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Delaware
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13-4066229
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(State or Other
Jurisdiction of Incorporation or
Organization)
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(I.R.S. Employer
Identification No.)
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5201
Congress Avenue, Suite 100B
Boca Raton, Florida
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33487
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(Address of
Principal Executive Offices)
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(Zip
Code)
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_____________________________
Cross Country Healthcare, Inc. 2014 Omnibus Incentive
Plan
(f/k/a
Cross Country Healthcare, Inc. 2007 Stock Incentive
Plan)
(Full
Title of the Plan)
_____________________________
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William J. Grubbs
Chief Executive Officer and President
Cross Country Healthcare, Inc.
5201 Congress Avenue, Suite 100B
Boca Raton, Florida 33487
(Name
and Address of Agent for Service)
(561) 998-2232
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Copies to:
Stephen W. Rubin, Esq.
Proskauer Rose LLP
Eleven Times Square
New York, New York 10036
(212) 969-3000
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(Telephone
Number, Including Area Code, of Agent for Service)
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Indicate
by check mark whether the registrant is a 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.
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Large accelerated
filer
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☐
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Accelerated
filer
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☑
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Non-accelerated
filer
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☐
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Smaller reporting
company
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☐
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(Do not check if a
smaller reporting company)
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____________________________
CALCULATION OF REGISTRATION FEE
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Title Of
Securities To Be Registered
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Amount To
Be
Registered(1)
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Proposed
Maximum
Offering
Price
Per
Share
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Proposed
Maximum
Aggregate
Offering
Price
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Amount
Of
Registration Fee
(3)
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Common Stock, par
value $0.0001 per share
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2,000,000
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$11.675(2)
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$23,350,000(2)
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$2,706.27
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(1)
This Registration
Statement covers 2,000,000 additional shares of common stock, par
value $0.0001 per share (“Common Stock”), of Cross
Country Healthcare, Inc. (the “Registrant”) available
for issuance pursuant to awards under the Registrant’s 2014
Omnibus Incentive Plan (f/k/a 2007 Stock Incentive Plan) (the
“Plan”).
(2)
Calculated solely
for purposes of this offering under Rules 457(c) and 457(h) under
the Securities Act of 1933, as amended, on the basis of the average
of the high and low selling prices per share of Common Stock on
June 1, 2017, as reported on the Nasdaq Global Select
Market.
(3)
Pursuant to General
Instruction E to Form S-8, a filing fee is only being paid with
respect to the registration of 2,000,000 additional shares of
Common Stock under the Plan. Registration Statements on Form S-8
have been filed previously on August 15, 2007 (Registration No.
333-145484), May 10, 2013 (Registration No. 333-188519) and June
10, 2014 (Registration No. 333-196639) for the existing securities
under the Plan.
EXPLANATORY NOTE
Incorporation by Reference.
This Registration Statement is filed pursuant to General
Instruction E to Form S-8. The contents of the Registration
Statements on Forms S-8 filed previously on August 15, 2007
(Registration No. 333-145484), May 10, 2013 (Registration No.
333-188519) and June 10, 2014 (Registration No. 333-196639) are
incorporated herein by reference and made a part
hereof.
Registration of Additional Shares of
Common Stock Under the Plan. This Registration Statement on
Form S-8 is filed by Cross Country Healthcare, Inc. (the
“Registrant”) to register an additional 2,000,000
shares of common stock, par value $0.0001 per share (“Common
Stock”), of the Registrant, which may be awarded under the
Cross Country Healthcare, Inc. 2014 Omnibus Incentive Plan (f/k/a
2007 Stock Incentive Plan) (the “Plan”) pursuant to an
amendment and restatement of the Plan adopted by the
Registrant’s Board of Directors on March 30, 2017, effective
and approved by the stockholders of the Registrant on May 23,
2017.
2
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item
3. Incorporation of
Documents by Reference.
The
contents of the Registration Statements on Form S-8 previously
filed with the Securities and Exchange Commission (the
“Commission”) on August 15, 2007 (Registration No.
333-145484), May 10, 2013 (Registration No. 333-188519) and June
10, 2014 (Registration No. 333-196639) by the Registrant are
incorporated herein by reference. In addition, the following
documents filed with the Commission by the Registrant are
incorporated herein by reference:
(a)
the
Registrant’s Annual Report on Form 10-K for the fiscal year
ended December 31, 2016, filed with the Commission on March 3,
2017;
(b)
the
Registrant’s Quarterly Report on Form 10-Q for the fiscal
quarter ended March 31, 2017, filed with the Commission on May 5,
2017;
(c)
the
Registrant’s Current Reports on Form 8-K, filed with the
Commission on January 12, 2017, February 3, 2017, February 17,
2017, February 22, 2017, March 20, 2017, April 5, 2017, May 1,
2017, May 11, 2017 and May 24, 2017 (excluding any
reports or portions thereof that are furnished under Item 2.02 or
Item 7.01 and any exhibits included with such Items);
(d)
the description of
the Registrant’s Common Stock contained in the
Registrant’s Registration Statement on Form S-1 filed with
the Commission on July 11, 2001 and February 27, 2002, including
all amendments or reports filed for the purpose of updating this
description; and
(e)
the description of
the Registrant’s Common Stock contained in the
Registrant’s prospectus filed pursuant to Rule 424(b) of the
Securities Act of 1933, as amended (the “Securities
Act”) with the Commission on October 25, 2001 and March 21,
2002.
All
documents filed by the Registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as
amended, subsequent to the effective date of this Registration
Statement, prior to the filing of a post-effective amendment to
this Registration Statement indicating that all securities offered
hereby have been sold or deregistering all securities then
remaining unsold, shall be deemed to be incorporated by reference
herein and to be part hereof from the date of filing of such
documents. In no event, however, will any information that the
Registrant discloses under Item 2.02 or Item 7.01 of any Current
Report on Form 8-K (including any exhibits included with such
Items) that the Registrant may from time to time furnish to the
Commission be incorporated by reference into, or otherwise become a
part of, this Registration Statement. Any statement contained in
any document incorporated or deemed to be incorporated by reference
herein shall be deemed to be modified or superseded for purposes of
this Registration Statement to the extent that a statement
contained herein or in any other subsequently filed document which
also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed to constitute a part of
this Registration Statement, except as so modified or
superseded.
Item
8. Exhibits.
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Exhibit No.
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Description
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4.1
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Amended and Restated Certificate of Incorporation of the Registrant
(Previously filed as an exhibit to the Registrant’s
Registration Statement on Form S-1/A, Commission File No.
333-64914, and incorporated by reference herein.)
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4.2
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Amended and Restated By-laws of the Registrant (Previously
filed as an exhibit to the Registrant’s Form 10-K for the
year ended December 31, 2015 and incorporated by reference
herein.)
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4.3
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Form of specimen common stock certificate (Previously
filed as an exhibit to the Registrant’s Registration
Statement on Form S-1/A, Commission File No. 333-64914, and
incorporated by reference herein.)
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Opinion
of Proskauer Rose LLP*
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Consent of Deloitte & Touche LLP, Independent Registered Public
Accounting Firm*
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Consent of Ernst & Young LLP, Independent Registered Public
Accounting Firm*
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23.3
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Consent
of Proskauer Rose LLP (included in Exhibit 5.1)*
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24.1
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Power
of Attorney (included on signature page)*
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3
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 Boca
Raton, State of Florida on June 7, 2017.
CROSS
COUNTRY HEALTHCARE, INC.
By:
/s/ William J.
Grubbs
Name:
William J. Grubbs
Title:
Chief Executive Officer and President
POWER OF ATTORNEY
KNOW
ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints William J. Grubbs and
William Burns, and each of them, acting singly, his or her true and
lawful attorney-in-fact and agent, 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
amendments (including post-effective amendments) to this
registration statement on Form S-8 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
perform each and every act and thing requisite and necessary to be
done, as fully to all intents and purposes as he or she might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or their or his substitute or
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 by the following persons in
the capacities and on the date indicated.
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Signature
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Title
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Date
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/s/
William
J. Grubbs
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Chief Executive
Officer and President; Director
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June 7,
2017
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| William J. Grubbs |
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(Principal
Executive Officer)
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/s/
William
Burns
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Chief Financial
Officer
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June 7,
2017
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| William Burns |
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(Principal
Financial Officer and Principal Accounting Officer)
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/s/
W.
Larry Cash
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Director
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June 7,
2017
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| W. Larry Cash |
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/s/
Thomas
C. Dircks |
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Director
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June 7,
2017
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| Thomas C.
Dircks |
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/s/
Gale
Fitzgerald |
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Director
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June 7,
2017
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| Gale
Fitzgerald |
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/s/
Richard
M. Mastaler |
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Director
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June 7,
2017
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| Richard M.
Mastaler |
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/s/
Mark
Perlberg |
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Director
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June 7,
2017
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| Mark
Perlberg |
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| /s/ Joseph Trunfio |
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Director
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June 7,
2017
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| Joseph Trunfio |
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4
EXHIBIT INDEX
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Exhibit
No.
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Description
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4.1
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Amended
and Restated Certificate of Incorporation of the Registrant
(Previously filed as an exhibit to the Registrant’s
Registration Statement on Form S-1/A, Commission File No.
333-64914, and incorporated by reference herein.)
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4.2
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Amended
and Restated By-laws of the Registrant (Previously filed as an
exhibit to the Registrant’s Form 10-K for the year ended
December 31, 2015 and incorporated by reference
herein.)
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4.3
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Form of
specimen common stock certificate (Previously filed as an
exhibit to the Registrant’s Registration Statement on Form
S-1/A, Commission File No. 333-64914, and incorporated by reference
herein.)
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Opinion of
Proskauer Rose LLP*
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Consent of Deloitte & Touche LLP, Independent
Registered Public Accounting Firm*
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Consent of Ernst & Young LLP, Independent
Registered Public Accounting Firm*
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23.3
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Consent of
Proskauer Rose LLP (included in Exhibit 5.1)*
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24.1
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Power of Attorney
(included on signature page)*
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*
Filed herewith.
5
Exhibit 5.1
June 7,
2017
The Board Of Directors Of
Cross
Country Healthcare, Inc.
5201
Congress Avenue, Suite 100B
Boca
Raton, Florida 33487
Ladies and Gentlemen:
We are
acting as counsel to Cross Country Healthcare, Inc., a Delaware
corporation (the “Company”), in connection with the
filing of a Registration Statement on Form S-8 with exhibits
thereto (the “Registration Statement”) by the Company
under the Securities Act of 1933, as amended (the
“Act”), and the rules and regulations thereunder,
relating to the registration of 2,000,000 shares of common stock,
par value $0.0001 per share, of the Company (the
“Shares”) reserved for issuance pursuant to awards
under the Cross Country Healthcare, Inc. 2014 Omnibus Incentive
Plan (f/k/a 2007 Stock Incentive Plan) (the
“Plan”).
In so
acting, we have participated in the preparation of the Registration
Statement and have reviewed the corporate proceedings in connection
with the Plan. We have also examined and relied upon originals or
copies, certified or otherwise authenticated to our satisfaction,
of all such corporate records, documents, agreements and
instruments relating to the Company, and certificates of public
officials and of representatives of the Company, and have made such
investigations of law, and have discussed with representatives of
the Company and such other persons such questions of fact, as we
have deemed proper and necessary as a basis for rendering this
opinion.
Based
upon, and subject to, the foregoing, we are of the opinion that the
Shares, when and to the extent issued pursuant to the provision of
the Plan (including payment of the option exercise prices provided
for therein), will be, assuming no change in the applicable law or
pertinent facts, validly issued, fully paid and
non-assessable.
We
hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement. In giving the foregoing consent, we do not
admit that we are in the category of persons whose consent is
required under Section 7 of the Act or the rules and regulations of
the Securities and Exchange Commission promulgated
thereunder.
Very truly yours,
/s/
Proskauer Rose LLP
Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM
We
consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated March 3, 2017, relating
to the consolidated financial statements of Cross Country
Healthcare, Inc., as of December 31, 2016 and 2015 and for the
years then ended, and the effectiveness of Cross Country Healthcare
Inc.’s internal control over financial reporting as of
December 31, 2016, appearing in the Annual Report on Form 10-K of
Cross Country Healthcare, Inc. for the year ended December 31,
2016.
/s/ DELOITTE & TOUCHE LLP
Boca
Raton, Florida
June 7,
2017
Exhibit 23.2
CONSENT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We
consent to the incorporation by reference in the Registration
Statement (Form S-8) pertaining to the Cross Country Healthcare,
Inc. 2014 Omnibus Incentive Plan (f/k/a Cross Country Healthcare,
Inc. 2007 Stock Incentive Plan) of Cross Country Healthcare, Inc.
of our report dated March 6, 2015, with respect to the consolidated statements of
operations, comprehensive loss, stockholders’ equity and cash
flows of Cross Country Healthcare, Inc. and subsidiaries for the
year ended December 31, 2014 and the financial statement
schedule included in its Annual Report (Form 10-K) for the
year ended December 31, 2016, filed with the Securities and
Exchange Commission.
/s/
Ernst & Young LLP
Certified Public
Accountants
Boca
Raton, Florida
June 7,
2017