BRIGHT HORIZONS FAMILY SOLUTIONS, INC.
As Filed With the Securities and Exchange Commission
on June 6, 2006
Registration No. 333-86170
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
POST-EFFECTIVE AMENDMENT NO. 1 TO
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
BRIGHT HORIZONS FAMILY SOLUTIONS, INC.
(Exact Name of Registrant as Specified in Its Charter)
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Delaware
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62-1742957 |
(State or Other Jurisdiction of
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(I.R.S. Employer |
Incorporation or Organization)
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Identification No.) |
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200 Talcott Avenue South
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Watertown, Massachusetts
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02472 |
(Address of Principal Executive Offices)
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(Zip Code) |
Bright Horizons Family Solutions, Inc.
Amended and Restated 1998 Stock Incentive Plan
(Full Title of the Plan)
Elizabeth J. Boland
Chief Financial Officer
Bright Horizons Family Solutions, Inc.
200 Talcott Avenue South
Watertown, Massachusetts 02472
(Name and Address of Agent for Service)
(617) 673-8000
(Telephone Number, Including Area Code, of Agent for Service)
TABLE OF CONTENTS
DEREGISTRATION OF SECURITIES
This post-effective amendment (this Amendment) filed by Bright Horizons Family
Solutions, Inc. (the Company) deregisters certain shares of the Companys Common Stock, $0.01 par
value per share (the Common Stock), that had been registered for issuance under the Bright
Horizons Family Solutions, Inc. Amended and Restated 1998 Stock Incentive Plan (the 1998 Plan) on
the Companys Registration on Form S-8 filed with the Securities and Exchange Commission (the
Commission) on April 12, 2002 (File No. 333-86170) (the 2002 Registration Statement). On June
6, 2006, stockholders of the Company approved the Bright Horizons Family Solutions, Inc. 2006
Equity and Incentive Plan (the 2006 Plan).
A total of 1,500,000 (1) shares of Common Stock were registered on the 2002
Registration Statement. As a result of the approval of the 2006 Plan, effective June 6, 2006, no
further awards may be made under the 1998 Plan. As of June 6, 2006, 218,955(1) shares
of Common Stock were available for issuance under the 1998 Plan and were not subject to outstanding
awards under the 1998 Plan. Accordingly, this Amendment deregisters 218,955 (1) shares
of Common Stock originally registered on the 2002 Registration Statement.
(1) As adjusted for a 2-for-1 stock split on March 18, 2005.
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 Watertown, Commonwealth of Massachusetts, on this 6th day
of June, 2006.
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BRIGHT HORIZONS FAMILY SOLUTIONS, INC.
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By: |
/s/ Elizabeth J. Boland
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Elizabeth J. Boland |
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Chief Financial Officer |
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KNOW ALL MEN BY THESE PRESENTS, each person whose signature appears below hereby constitutes
and appoints Elizabeth J. Boland and Stephen I. Dreier, and each of them, his or her true and
lawful attorneys-in-fact and agents, 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 to this Registration Statement, and to file the same, with the Securities and Exchange
Commission, granting unto said attorney-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 he or she might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or their 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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Signature |
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Title |
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Date |
/s/ Linda A. Mason
Linda A. Mason |
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Chairman of the Board
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June 6, 2006 |
/s/ Roger H. Brown
Roger H. Brown |
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Vice Chairman of the Board
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June 6, 2006 |
/s/ David H. Lissy
David H. Lissy |
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Director, Chief Executive
Officer (Principal Executive
Officer)
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June 6, 2006 |
/s/ Mary Ann Tocio
Mary Ann Tocio |
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Director, President and
Chief Operating Officer
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June 6, 2006 |
/s/ Elizabeth J. Boland
Elizabeth J. Boland |
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Chief Financial Officer
(Principal Financial
Officer)
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June 6, 2006 |
/s/ Robert J. Meyer
Robert J. Meyer |
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Chief Accounting Officer
(Principal Accounting
Officer)
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June 6, 2006 |
/s/ Joshua Bekenstein
Joshua Bekenstein |
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Director
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June 6, 2006 |
/s/ JoAnne Brandes
JoAnne Brandes |
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Director
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June 6, 2006 |
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Signature |
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Title |
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Date |
/s/ E. Townes Duncan
E. Townes Duncan |
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Director
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June 6, 2006 |
/s/ Fred K. Foulkes
Fred K. Foulkes |
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Director
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June 6, 2006 |
/s/ David Gergen
David Gergen |
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Director
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June 6, 2006 |
/s/ Sara Lawrence-Lightfoot
Sara Lawrence-Lightfoot |
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Director
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June 6, 2006 |
/s/ Ian M. Rolland
Ian M. Rolland |
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Director
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June 6, 2006 |
/s/ Marguerite W. Sallee
Marguerite W. Sallee |
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Director
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June 6, 2006 |