Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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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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6551 Park of Commerce Boulevard, N.W.
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. 2007 Stock Incentive Plan
(Amended and Restated Effective March 20, 2013)
(Full Title of the Plan)
_____________________________
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Joseph A. Boshart
Chief Executive Officer
Cross Country Healthcare, Inc.
6551 Park of Commerce Boulevard, N.W.
Boca Raton, Florida 33487
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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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(561) 998-2232
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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.
| Large accelerated filer | o | Accelerated filer | þ |
| Non-accelerated filer | o (Do not check if a smaller reporting company) | Smaller reporting company | o |
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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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$5.04(2)
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$10,080,000(2)
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$1,375
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(1)
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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 2007 Stock Incentive Plan (Amended and Restated Effective March 20, 2013) (the “Plan”).
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(2)
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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 May 8, 2013, as reported on the Nasdaq Global Select Market.
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(3)
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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. A Registration Statement on Form S-8 has been filed previously on August 15, 2007 (Registration No. 333-145484) for the existing securities under the Plan.
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EXPLANATORY NOTE
Incorporation by Reference. This Registration Statement is filed pursuant to General Instruction E to Form S-8. The contents of the Registration Statement on Form S-8 (Registration No. 333-145484) 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. 2007 Stock Incentive Plan (Amended and Restated Effective March 20, 2013) (the “Plan”) pursuant to an amendment of the Plan adopted by the Registrant’s Board of Directors on March 2, 2010, effective and approved by the stockholders of the Registrant on May 4, 2010.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The contents of the Registration Statement on Form S-8 previously filed with the Securities and Exchange Commission (the “Commission”) on August 15, 2007 (Registration No. 333-145484) 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:
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(a)
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the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2012, filed with the Commission on March 18, 2013;
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(b)
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the Registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2013, filed with the Commission on May 9, 2013;
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(c)
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the Registrant’s Current Reports on Form 8-K, filed with the Commission on January 11, 2013, February 5, 2013 (other than with respect to Item 7.01 and Exhibit 99.1 therein), February 21, 2013 (other than with respect to Item 7.01 and Exhibit 99.1 therein), March 22, 2013 and May 6, 2013;
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(d)
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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
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(e)
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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.
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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, Item 7.01 or Item 8.01 of any Current Report on Form 8-K 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 (incorporated by reference to Exhibit 3.1 of the Registrant’s Registration Statement on Form S-1/A, File No. 333-83450)
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4.2
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Amended and Restated By-Laws of the Registrant (incorporated by reference to Exhibit 3.2 of the Registrant’s Registration Statement on Form S-1/A, File No. 333-83450)
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Opinion of Proskauer Rose LLP*
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Consent of Ernst & Young LLP*
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23.2
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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.
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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 May 8, 2013.
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CROSS COUNTRY HEALTHCARE, INC.
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By:
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/s/ Joseph A. Boshart | |
| Name: Joseph A. Boshart | |||
| Title: Chief Executive Officer | |||
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POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints William J. Grubbs and Emil Hensel, 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/ Joseph A. Boshart
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Chief Executive Officer; Director (Principal Executive Officer)
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May 8, 2013
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| Joseph A. Boshart | ||||
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/s/ Emil Hensel
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Chief Financial Officer; Director (Principal Financial Officer)
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May 8, 2013
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| Emil Hensel | ||||
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/s/ William J. Grubbs
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President; Chief Operating Officer; Director
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May 8, 2013
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| William J. Grubbs | ||||
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/s/ W. Larry Cash
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Director
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May 8, 2013
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| W. Larry Cash | ||||
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/s/ Thomas C. Dircks
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Director
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May 8, 2013
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| Thomas C. Dircks | ||||
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/s/ Gale Fitzgerald
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Director
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May 8, 2013
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| Gale Fitzgerald | ||||
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/s/ Richard M. Mastaler
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Director
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May 8, 2013
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| Richard M. Mastaler | ||||
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/s/ Joseph Trunfio
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Director
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May 8, 2013
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| Joseph Trunfio |
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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 (incorporated by reference to Exhibit 3.1 of the Registrant’s Registration Statement on Form S-1/A, File No. 333-83450)
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4.2
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Amended and Restated By-Laws of the Registrant (incorporated by reference to Exhibit 3.2 of the Registrant’s Registration Statement on Form S-1/A, File No. 333-83450)
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Opinion of Proskauer Rose LLP*
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Consent of Ernst & Young LLP*
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23.2
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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
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Exhibit 5.1
May 10, 2013
To the Board of Directors of
Cross Country Healthcare, Inc.
6551 Park of Commerce Boulevard, N.W.
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. 2007 Stock Incentive Plan (Amended and Restated Effective March 20, 2013) (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 are duly authorized and, 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 pertaining to the 2007 Stock Incentive Plan of Cross Country Healthcare, Inc. of our reports dated March 18, 2013, with respect to the consolidated financial statements and schedule of Cross Country Healthcare, Inc., and the effectiveness of internal control over financial reporting of Cross Country Healthcare, Inc. included in its Annual Report (Form 10-K) for the year ended December 31, 2012, filed with the Securities and Exchange Commission.
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/s/ Ernst & Young LLP
Certified Public Accountants
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Boca Raton, Florida
May 10, 2013