As filed with the Securities and Exchange Commission on June 27, 1996
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
HOME HEALTH CORPORATION OF AMERICA, INC.
(Exact name of Registrant as specified in its charter)
Pennsylvania 2200 Renaissance Blvd. 23-2224800
(State or other King of Prussia, PA 19406 (I.R.S. Employer
jursidiction of (Address of Principal (Zip Identification
incorporation or organization) Executive Offices) Code) Number)
AMENDED AND RESTATED EMPLOYEE
STOCK OPTION PLAN
1995 EMPLOYEE AND CONSULTANT EQUITY PLAN
Bruce J. Feldman, President and CEO
Home Health Corporation of America, Inc.
2200 Renaissance Boulevard
Suite 300
King of Prussia, PA 19406
(610) 272-1717
(Name, address, including zip code and
telephone number, including area code,
of agent for service)
Copies of Communications to:
Fred Blume, Esquire
Blank, Rome, Comisky & McCauley
1200 Four Penn Center Plaza
Philadelphia, PA 19103
(215) 569-5500
CALCULATION OF REGISTRATION FEE
Title of securities Amount to be Proposed Proposed Amount of
<F1>
to be registered registered maximum maximum registration
offering aggregate fee
price per offering
<F2>
<F2>
share price
Common Stock, no par 635,000 shares $13.0265 $6,328,872 $2,018.47
value
<F1>
Plus such indeterminate number of shares as may be issued pursuant to
certain anti-dilution provisions contained in the Plans.
<F2>
Pursuant to Rule 457(h), based upon the price at which stock options covered
by this Registration Statement may be exercised, and in the case where such
price is not known, upon the average of the high and low sale
prices of Home Health Corporation of America, Inc. Common Stock, no par
value, reported on the Nasdaq National Market System on June 21, 1996.
<PAGE>
PART I. INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.
The document(s) containing the information specified in Item 1 will be sent
or given to employees as specified in Rule 428(b)(1) and are not required to be
filed as part of this Registration Statement.
Item 2. Registrant Information and Employee Plan Annual Information.
The document(s) containing the information specified in Item 2 will be sent
or given to employees as specified in Rule 428(b)(1) and are not required to be
filed as part of this Registration Statement.
PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference.
The following documents filed with the Commission are incorporated herein by
reference:
(i) The Company's Prospectus dated November 8, 1995 filed pursuant to Rule
424(b) under the Securities Act of 1933;
(ii) All other reports filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 since the end of the fiscal period covered by
the Prospectus referred to in (i) above; and
(iii) The description of the Company's Common Stock is incorporated by reference
to the Company's Registration Statement on Form 8-A (File No. 0-26938) filed on
October 6, 1995 under the Securities Exchange Act of 1934, as amended.
All reports and other documents subsequently filed by the Company with the
Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities
Exchange Act of 1934, as amended, after the date of this Registration
Statement but prior to the filing of a post-effective amendment which indicates
that all securities offered hereunder have been sold or which deregisters all
securities then remaining unsold hereunder, shall be deemed to be incorporated
by reference in this Registration Statement and to be a part hereof from the
date of filing of such documents.
Item 4. Description of Securities.
Not Applicable.
Item 5. Interests of Named Experts and Counsel.
Not Applicable.
<PAGE>
Item 6. Indemnification of Directors and Officers.
Section 1741 through 1750 of Subchapter D, Chapter 17, of the Pennsylvania
Business Corporation Law of 1988, as amended, (the "BCL"), contain provisions
for mandatory and discretionary indemnification of a corporation's directors,
officers and other personnel, and related matters.
Under Section 1741, subject to certain limitations, a corporation has the power
to indemnify directors and officers under certain prescribed circumstances
against expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred in connection with an action
or proceeding, whether civil, criminal, administrative or investigative, to
which any of them is a party by reason of his being a representative, director
or officer of the corporation or serving at the request of the corporation as a
representative of another corporation, partnership, joint venture, trust or
other enterprise, if he acted in good faith and in a manner he reasonably
believed to be in, or not opposed to, the best interests of the corporation and,
with respect to any criminal proceeding, had no reasonable cause to believe his
conduct was unlawful. Under Section 1743, indemnification is mandatory to the
extent that the officer or director has been successful on the merits or
otherwise in defense of any action or proceeding if the appropriate
standards of conduct are met.
Section 1742 provides for indemnification in derivative actions except in
respect of any claim, issue or matter as to which the person has been
adjudged to be liable to the corporation unless and only to the extent that
the proper court determines upon application that, despite the adjudication
of liability but in view of all the circumstances of the case, the person is
fairly and reasonably entitled to indemnity for the expenses that the court
deems proper.
Section 1744 provides that, unless ordered by a court, any indemnification under
Section 1741 or 1742 shall be made by the corporation only as authorized in the
specific case upon a determination that the representative met the applicable
standard of conduct, and such determination will be made by the board of
directors (i) by a majority vote of a quorum of directors not parties to
the action or proceeding; (ii) if a quorum is not obtainable, or if
obtainable and a majority of disinterested directors so directs, by
independent legal counsel; or (iii) by the shareholders.
Section 1745 provides that expenses incurred by an officer, director,
employee or agent in defending a civil or criminal action or proceeding may be
paid by the corporation in advance of the final disposition of such action or
proceeding upon receipt of an undertaking by or on behalf of such
person to repay such amount if it shall ultimately be determined that he or
she is not entitled to be indemnified by the corporation.
Section 1746 provides generally that, except in any case where the act or
failure to act giving rise to the claim for indemnification is determined by a
court to have constituted willful misconduct or recklessness, the
indemnification and advancement of expenses provided by Subchapter 17D of
the BCL shall not be deemed exclusive of any other rights to which a person
seeking indemnification or advancement of expenses may be entitled under any
bylaw, agreement, vote of shareholders or disinterested directors or otherwise,
both as to action in his or her official capacity and as to action
in another capacity while holding that office.
<PAGE>
Section 1747 grants to a corporation the power to purchase and maintain
insurance on behalf of any director or officer against any liability incurred
by him or her in his or her capacity as officer or director, whether or not the
corporation would have the power to indemnify him or her against the
liability under Subchapter 17D of the BCL.
Section 1748 and 1749 extend the indemnification and advancement of expenses
provisions contained in Subchapter 17D of the BCL to successor corporations in
fundamental changes and to representatives serving as fiduciaries of employee
benefit plans.
Section 1750 provides that the indemnification and advancement of expenses
provided by, or granted pursuant to, Subchapter 17D of the BCL, shall, unless
otherwise provided when authorized or ratified, continue as to a person who has
ceased to be a director, officer, employee or agent and shall inure to the
benefit of the heirs and personal representative of such person.
The Company's by-laws provide, in general, that the Company shall indemnify its
officers and directors to the fullest extend authorized by law.
Item 7. Exemption from Registration Claimed
Not Applicable.
Item 8. Exhibits
The following exhibits are filed as part of this Registration Statement or,
where so indicated, have been previously filed and are incorporated herein by
reference.
Exhibit No. Description
5.1 Opinion of Counsel regarding legality
<F1>
10.1 1984 Employee Stock Option Plan (Qualified and Non-
Qualified), as amended and restated
<F2>
10.2 1995 Employee and Consultant Equity Plan
23.1 Consent of Coopers and Lybrand L.L.P.
23.2 Consent of Counsel (included as part of Exhibit 5.1)
24.1 Power of Attorney (included on pages 7 and 8)
______________________
<F1>
Incorporated by reference from the Company's Registration Statement on
Form S-1 (File No. 33-96888).
<F2>
Incorporated by reference from Amendment No. 1 to the Company's Registration
Statement on Form S-1 (File No. 33-96888).
<PAGE>
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;
(i) To include any prospectus required by section 10(a)(3) of the Securities
Act of 1933, as amended:
(ii) To reflect in the prospectus any facts or events arising after the
effective date of the Registration Statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in the Registration Statement;
(iii) 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;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
registration statement is on Form S-3 or S-8 and the information required to be
included in a post-effective amendment by those paragraphs is contained in
periodic reports filed by the registrant pursuant to section 13 or section 15(d)
of the Securities Exchange Act of 1934, as amended, that are
incorporated by reference in the Registration Statement.
(2) That for the purpose of determining any liability under the Securities Act
of 1933, as amended, 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 of 1933, as amended,
each filing of the registrant's annual report pursuant to section 13(a) or
section 15(d) of the Securities Exchange Act of 1934, as amended (and,
where applicable, each filing of an employee benefit plan's annual report
pursuant to section 15(d) of the Securities Exchange Act of 1934, as amended)
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 bonafide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 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 Securities and
Exchange Commission such indemnification is against public policy as expressed
in the 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
<PAGE>
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.
<PAGE>
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 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 King of Prussia, Pennsylvania,
on the 21st day of June, 1996.
HOME HEALTH CORPORATION OF AMERICA, INC.
By: /s/ Bruce J. Colburn
Bruce J. Colburn
Chief Financial Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below
constitutes and appoints Bruce J. Colburn, his true and lawful
attorneys-in-fact and agents, with full power of substitution of
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
documentation 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 he 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.
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration Statement has been signed below by the following persons in the
capacities indicated and on the 21st day of June, 1996.
Name Title
/s/ Bruce J. Feldman Chairman of the Board, President,
Chief Executive Officer and Director
(Principal Executive Officer)
/s/ Bruce J. Colburn Chief Financial Officer
(Principal Accounting and Financial Officer)
/s/ G. Michael Bellenghi Director
/s/ Harvey Machaver Director
/s/ Joseph Trustey Director
<PAGE>
EXHIBIT INDEX
Exhibit Number Description
5.1 Opinion of Counsel Regarding Legality
<F1>
10.1 1984 Employee Stock Option Plan
(Qualified and Non-Qualified), as
amended and restated
<F2>
10.2 1995 Employee and Consultant Equity
Plan
23.1 Consent of Coopers & Lybrand L.L.P.
23.2 Consent of Counsel (included as part of
Exhibit 5.1)
24.1 Power of Attorney (included on pages 7
and 8)
___________________
<F1>
Incorporated by reference from the Company's Registration Statement
on Form S-1 (File 33-96888).
<F2>
Incorporated by reference from Amendment No. 1 to the Company's Registration
Statement on Form S-1 (File 33-96888).
[Blank Rome Comisky & McCauley Letterhead]
July 5, 1996
Home Health Corporation of America, Inc.
2200 Renaissance Boulevard
Suite 300
King of Prussia, PA 19406
Gentlemen:
We have acted as counsel to Home Health Corporation of America, Inc.
(the "Company") in connection with the preparation of the Registration Statement
on Form S-8 ("Registration Statement") to be filed by the Company with the
Securities and Exchange Commission under the Securities Act of 1933, as
amended, relating to the offer and sale of up to 635,000 shares of common
stock, no par value ("Common Stock"), by the Company pursuant to the Company's
Amended and Restated Employee Stock Option Plan and 1995 Employee and
Consultant Equity Plan (the "Plans"). This opinion is furnished pursuant to
the requirement of Item 601(b)(5) of Regulation S-K.
Although as counsel to the Company we have advised the Company in connection
with a variety of matters referred to us by it, our services are limited to
specific matters so referred. Consequently, we may not have knowledge of
many transactions in which the Company has engaged or its day-to-day
operations.
In rendering this opinion, we have examined the following documents (i) the
Company's Articles of Incorporation and Bylaws, as amended and restated (ii)
Actions by Unanimous Written Consent of the Company's Board of Directors dated
September 30, 1991 and June 20, 1996, and a resolution adopted by the Board of
Directors dated September 6, 1995 (iii) resolutions adopted by
the shareholders of the Company on November 11, 1991 and September 25, 1995;
(iv) the Registration Statement; (v) a statement from the Company's transfer
agent and (vi) copies of the Plans. We have assumed and relied, as to
questions of law and fact, on the truth, completenes, authenticity and due
authorization of all documents and records examined and the genuineness of all
signatures.
We have not made any independent investigation in rendering this opinion
other than the document examination described. Our opinion is therefore
qualified in all respects by the scope of the document examination. We make
no representation as to the sufficiency of our investigation for your
purposes. This opinion is limited to the laws of the Commonwealth of
Pennsylvania. In rendering this opinion we have assumed (i) compliance with
all other laws, including federal laws and (ii) compliance will all
Pennsylvania securities and antitrust laws.
Based upon and subject to the foregoing, we are of the opinion that the
shares of Common Stock of the Company which are being offered by the Company
pursuant to the Registration Statement, when sold in the manner and for the
consideration contemplated by the Registration Statement, will be legally
issued, fully paid and non-assessable.
This opinion is given as of the date hereof. We assume no obligation to
update or supplement this opinion to reflect any facts or circumstances which
may hereafter come to our attention or any changes in laws which may hereafter
occur.
This opinion is strictly limited to the matters stated herein and no other or
more extensive opinion is intended, implied or to be inferred beyond the
matters expressly stated herein.
We consent to the filing of this opinion as an exhibit to the Registration
Statement.
Sincerely,
/s/ Blank Rome Comisky & McCauley
BLANK ROME COMISKY & MCCAULEY
Consent of Independent Accountants
We consent to the incorporation by reference in this registration statement
of Home Health Corporation of America, Inc. (the "Company") on Form S-8 of
our reports dated September 1, 1995, except for the last paragraph of Note
12, for which the date is September 6, 1995, on our audits of the
consolidated financial statements and financial statement schedule of the
Company as of June 30, 1994 and 1995, and for each of the three years in the
period ended June 30, 1995, appearing in the Registration Statement on Form S-1
(SEC File No. 33-96888) of the Company filed with the Securities and
Exchange Commission pursuant to the Securities Act of 1933.
/s/ Coopers & Lybrand L.L.P.
Coopers & Lybrand L.L.P.
2400 Eleven Penn Center
Philadelphia, Pennsylvania
July 3, 1996
