AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 24, 2003
REGISTRATION NO. 333-_____
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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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MIM Corporation
(Exact Name of Registrant as Specified in Its Charter)
Delaware 05-0489664
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
100 Clearbrook Road
Elmsford, New York 10523
(914) 460-1600
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)
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MIM Corporation 1996 Non-Employee Directors Stock Incentive Plan
(Full title of the Plan)
Barry A. Posner
MIM Corporation
100 Clearbrook Road
Elmsford, New York 10523
(914) 460-1600
--
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
--
Copies requested to:
E. William Bates, II
King & Spalding LLP
1185 Avenue of the Americas
New York, New York 10036
(212) 556-2100
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CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Maximum Maximum
Title of Shares Amount To Be Aggregate Price Aggregate Amount Of
To Be Registered Registered Per Share (1) Offering Price (1) Registration Fee
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Common Stock, $.0001 par value 200,000 $6.795 $1,359,000 $109.95
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(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h) of the Securities Act of 1933, as amended, on the
basis of the average of the bid and asked price of the Common Stock on the
Nasdaq National Market on July 21, 2003.
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INTRODUCTION
This purpose of this registration statement is to register an
additional 200,000 shares of common stock, par value $.0001 per share, of MIM
Corporation that are available for issuance pursuant to an amendment and
restatement of the MIM Corporation 1996 Non-Employee Directors Stock Incentive
Plan and consists only of those items required by General Instruction E to Form
S-8.
PART II
INCORPORATION OF PREVIOUSLY FILED REGISTRATION STATEMENT
The Registrant's Registration Statement on Form S-8, Registration No.
333-33925, filed with the Securities and Exchange Commission on August 19, 1997
is incorporated herein by reference.
ITEM 8. EXHIBITS.
The following exhibits are filed with or incorporated by reference into
this Registration Statement pursuant to Item 601 of Regulation S-K:
EXHIBIT NO. DESCRIPTION
4.1 -- Amended and Restated Certificate of Incorporation of MIM Corporation (incorporated by
reference to Exhibit 3.1 to the Company's Registration Statement on Form S-1, File No.
333-05327).
4.2 -- Certificate of Designations of Series A Junior Participating Preferred Stock
(incorporated by reference to Exhibit 4.2 to the Registrant's Current Report on Form 8-K
filed December 4, 1998).
4.3 -- Amended and Restated By-Laws of MIM Corporation (incorporated by reference to the Company's
Quarterly Report on Form 10-Q for the quarter ended March 31, 2003).
4.4 -- Amended and Restated Rights Agreement dated as of December 3, 2003, between MIM Corporation and
American Stock Transfer and Trust Company (incorporated by reference to Exhibit 4.1 to
Post-Effective Amendment No. 3 to the Company's Form 8-A/A dated May 20, 1999).
4.5 -- MIM Corporation 1996 Non-Employee Directors Stock Incentive Plan, as amended and restated.
5.1 -- Opinion of Barry A. Posner.
23.1 -- Consent of Barry A. Posner (included as part of opinion
filed as Exhibit 5.1).
23.2 -- Consent of Ernst & Young LLP.
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 Elmsford, State of New York, on this 22nd day of
July, 2003.
MIM CORPORATION
By: /s/ James S. Lusk
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James S. Lusk
Chief Financial Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints James S. Lusk and Barry A. Posner,
and each of them acting individually, as 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, and each of them, full power and authority to do and perform each and
every act and thing required or necessary to be done in and about the premises,
as fully to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that each of said attorneys-in-fact and agents, or
any of them, or their or his substitute, 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 below by the following persons in the
capacities indicated on the 22nd day of July, 2003.
SIGNATURE TITLE
/s/ Richard H. Friedman Chairman of the Board and
---------------------------------- Chief Executive Officer (Principal
Richard H. Friedman Executive Officer)
(Principal Financial Officer and
/s/ James S. Lusk Principal Accounting Officer)
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James S. Lusk
/s/ Richard A. Cirillo Director
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Richard A. Cirillo
/s/ Charlotte W. Collins Director
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Charlotte W. Collins
/s/ Louis T. DiFazio, PhD Director
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Louis T. DiFazio, PhD
/s/ Harold J. Ford, Sr. Director
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Harold J. Ford, Sr.
/s/ Michael Kooper Director
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Michael Kooper
/s/ Louis A. Luzzi, PhD Director
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Louis A. Luzzi, PhD
/s/ Jack L. Salzman Director
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Jack L. Salzman
/s/ Ronald Shelp Director
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Ronald Shelp