EXPLANATORY
NOTE
This
registration statement on Form S-8 is being filed with the Securities and
Exchange Commission (“SEC”) by American CareSource Holdings, Inc. (the
“Company”) relating to 1,500,000 shares of the Company’s common stock,
par value $0.01 per share
(the
“Common Stock”), issuable to employees, directors and consultants of the Company
and its affiliates under the Company’s 2009 Equity Incentive Plan (the “2009
Plan”). The Company’s stockholders approved the 2009 Plan at the
Company's annual meeting of stockholders on May 19, 2009.
PART
I
INFORMATION
REQUIRED IN THE SECTION 10(a) PROSPECTUS
The information specified in Item 1 and
Item 2 of Part I of this Registration Statement is omitted from this
Registration Statement in accordance with the provisions of Rule 428 under the
Securities Act of 1933, as amended (the “Securities Act”), and the introductory
note to Part I of Form S-8.
PART
II
INFORMATION
REQUIRED IN THE REGISTRATION STATEMENT
Item
3. Incorporation of Documents by Reference.
We are
incorporating by reference important business and financial information about us
that we file with the SEC. Any information that we incorporate by reference is
considered part of this prospectus.
The
following documents have been filed by the Company with the Securities and
Exchange Commission (the “Commission”) and are incorporated herein by reference
(Commission File No. 001-33094):
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Annual
Report on Form 10-K for the fiscal year ended December 31, 2008, filed on
March 31, 2009;
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Quarterly
Report on Form 10-Q for the quarter ended March 31, 2009, filed on May 7,
2009;
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Current
Reports on Form 8-K filed with the SEC on January 7, 2009 and March 16,
2009;
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The
Company’s Proxy Statement dated April 20, 2009, filed in connection with
the Company's May 19, 2009 Annual Meeting of Stockholders;
and
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Description
of the Company’s common stock, par value $0.01 per share, contained in its
Registration Statement on Form 8-A filed on November 4,
2005.
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All
information filed after the date hereof by the Registrant with the Commission
(other than Current Reports on Form 8-K furnished pursuant to Item 2.02 or Item
7.01 of Form 8-K, unless otherwise indicated therein) pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended
(the “Exchange Act”), and prior to the filing of a post-effective amendment
which indicates that all securities offered hereby have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference in this Registration Statement and to be part hereof
from the date of filing of such information and automatically adds to, updates
or supersedes the information listed above; provided, however, that the
documents enumerated above or subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act in each year during
which the offering made hereby is in effect prior to the filing with the
Commission of the Registrant’s Annual Report on Form 10-K covering such year
shall not be incorporated by reference herein or be a part hereof from and after
the filing of such Annual Report on Form 10-K.
Any
statement contained in a document 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 incorporated by reference herein modified or
superseded such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.
Item
4. Description of Securities.
Not
applicable.
Item
5. Interests of Named Experts and Counsel.
None.
Item
6. Indemnification of Directors and Officers.
The Company's Certificate of
Incorporation eliminates the personal liability to the Company or its
stockholders for monetary damages for any breach of fiduciary duty by a director
to the fullest extent permitted by Delaware law, except that personal liability
shall not be eliminated or limit the liability of a director (i) for breach of
the director's duty of loyalty to the Company or its stockholders (ii) for any
act or omission by the director which is not in good faith or which involves
intentional misconduct or a knowing violation of law, (iii) under Section 174 of
the General Corporation Law of the State of Delaware, or (iv) for any
transaction from which the director derived an improper personal benefit. In
addition, the Company's Certificate of Incorporation includes provisions to
indemnify any officer, director, employee or agent from and against any and all
expenses and liabilities that may be imposed upon or incurred by him in
connection with, or as a result of, any proceeding in which he may become
involved as a party or otherwise, by reason of the fact that he is or was a
director, officer employee or agent of the Company, to the extent permitted by
Delaware law as it may be amended from time to time.
All of our directors and officers are
covered by insurance policies maintained by the Company against certain
liabilities for actions taken in their capacities as such, including liabilities
under the Securities Act.
Item
7. Exemption from Registration Claimed.
Not
applicable.
Item
8. Exhibits.
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Exhibit
No.
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Description
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4.1
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2009
Equity Incentive Plan (incorporated by reference to Exhibit A to the
Definitive Proxy Statement on Schedule 14A filed by the Registrant on
April 20, 2009)
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5.1
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Opinion
of Sonnenschein, Nath & Rosenthal LLP
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23.1
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Consent
of Sonnenschein, Nath & Rosenthal LLP (included in Exhibit
5.1)
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23.2
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Consent
of McGladrey & Pullen, independent registered public accounting
firm
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24.1
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Powers
of Attorney (included on the signature page of this Registration
Statement)
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Item
9. Undertakings.
(a) The
undersigned Registrant hereby undertakes:
(1) to
file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement to include any material
information with respect to the plan of distribution not previously disclosed in
the Registration Statement or any material change to such information in the
Registration Statement;
(2) that,
for the purpose of determining any liability under the Securities Act, each such
post-effective amendment shall be deemed to be a new Registration Statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering
thereof;
(3) to
remove from registration by means of a post-effective amendment any of the
securities being registered which remain unsold at the termination of the
offering.
(b) The
undersigned Registrant hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of the Registrant’s annual
report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and,
where applicable, each filing of an employee benefit plan’s annual report
pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference
in the Registration Statement shall be deemed to be a new Registration Statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering
thereof.
(h) Insofar
as indemnification for liabilities arising under the Securities Act may be
permitted to directors, officers and controlling persons of the Registrant
pursuant to the foregoing provisions, or otherwise, the Registrant has been
advised that in the opinion of the SEC such indemnification is against public
policy as expressed in the Securities Act and is, therefore, unenforceable. In
the event that a claim for indemnification against such liabilities (other than
the payment by the Registrant of expenses incurred or paid by a director,
officer or controlling person of the Registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the Registrant will,
unless in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
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 Dallas,
State of Texas on May 19, 2009.
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AMERICAN
CARESOURCE, INC.
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(Registrant)
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By:
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/s/
David
S. Boone
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David
S. Boone
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Chief
Executive Officer
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POWER
OF ATTORNEY
KNOW ALL
MEN BY THESE PRESENTS, each of the undersigned constitutes and appoints David S.
Boone and Steven J. Armond, and each of them, as attorneys-in-fact and agents,
with full power of substitution and resubstitution, for and in the name, place
and stead of the undersigned, in any and all capacities, to sign any and all
amendments (including post-effective amendments) to this registration statement
or any registration statement for this offering that is to be effective upon the
filing pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and
all post-effective amendments thereto, and to file the same, with all exhibits
thereto and all 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 in and about the premises, as fully to all intents and
purposes as the undersigned might or could do in person, hereby ratifying and
confirming all that each of said attorney-in-fact or 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.
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By: /s/
David S. Boone
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May
19, 2009
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David
S. Boone
Chief
Executive Officer
Director
(Principal Executive
Officer)
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Date
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By: /s/
Edward
B. Berger
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May
19, 2009
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Edward
B. Berger
Executive
Chairman and Director
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Date
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By: /s/
Steven J. Armond
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May
19, 2009
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Steven
J. Armond
Chief
Financial Officer
(Principal Financial
Officer)
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Date
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By: /s/
Matthew D. Thompson
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May
19, 2009
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Matthew
D. Thompson
Controller,
Principal Accounting Officer
(Principal Accounting
Officer)
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Date
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By:
/s/ Sami S. Abbasi
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May
21, 2009
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Sami
S. Abbasi
Director
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Date
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By: /s/
Kenneth S. George
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Kenneth
S. George
Director
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Date
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By: /s/
John N. Hatsopoulos
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May
19, 2009
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John
N. Hatsopoulos
Director
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Date
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By:
/s/ Derace L. Schaffer
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May
19, 2009
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Derace
L. Schaffer
Director
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Date
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By: /s/
John Pappajohn
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May
19, 2009
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John
Pappajohn
Director
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Date
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By: /s/
John W. Colloton
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May
19, 2009
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John
W. Colloton
Director
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Date
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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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2009
Equity Incentive Plan (incorporated by reference to Exhibit A to the
Definitive Proxy Statement on Schedule 14A filed by the Registrant on
April 20, 2009)
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5.1
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Opinion
of Sonnenschein, Nath & Rosenthal LLP
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23.1
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Consent
of Sonnenschein, Nath & Rosenthal LLP (included in Exhibit
5.1)
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23.2
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Consent
of McGladrey & Pullen, independent registered public accounting
firm
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24.1
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Powers
of Attorney (included on the signature page of this Registration
Statement)
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