<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 27, 1996
REGISTRATION NO. 333-
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------
ADVANCED HEALTH CORPORATION
(Exact name of registrant as specified in its charter)
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<S> <C>
DELAWARE 13-3893841
(State or other jurisdiction (I.R.S. employer identification
of incorporation or organization) number)
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<TABLE>
<S> <C>
560 WHITE PLAINS ROAD, TARRYTOWN, NEW YORK 10591
(Address of principal executive offices) (Zip code)
</TABLE>
------------------------
ADVANCED HEALTH CORPORATION
EMPLOYEE STOCK PURCHASE PLAN
(Full title of the plan)
------------------------------
JONATHAN EDELSON, M.D.
CHAIRMAN AND CHIEF EXECUTIVE OFFICER
ADVANCED HEALTH CORPORATION
560 WHITE PLAINS ROAD
TARRYTOWN, NEW YORK 10591
(914) 524-4200
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
------------------------------
COPY TO:
Julie M. Allen, Esq.
O'Sullivan Graev & Karabell, LLP
30 Rockefeller Plaza
New York, New York 10112
(212) 408-2400
------------------------
CALCULATION OF REGISTRATION FEE
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PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TITLE OF SECURITIES TO AMOUNT TO BE OFFERING PRICE PER AGGREGATE OFFERING REGISTRATION
BE REGISTERED REGISTERED SHARE(1) PRICE(1) FEE
<S> <C> <C> <C> <C>
Common Stock; $.01 par value......... 1,200,000 shares $14.69 $17,628,000 $6,079
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(1) The maximum aggregate offering price of the Common Stock to be registered
pursuant to this Registration Statement has been determined solely for the
purpose of calculating the registration fee pursuant to Rules 457(c) and (h)
under the Securities Act of 1933, as amended (the "Securities Act"), based
on the average of the high and low prices for the Common Stock as quoted on
the Nasdaq National Market on November 21, 1996.
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<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
The document(s) containing the information specified in Part I will be sent
or given to employees as specified by Rule 428(b)(1). Such documents are not
being filed with the Securities and Exchange Commission (the "Commission")
either as part of this Registration Statement or as prospectuses or prospectus
supplements pursuant to Rule 424. Such documents and the documents incorporated
by reference in this Registration Statement pursuant to Item 3 of Part II of
this Form, taken together, constitute a prospectus that meets the requirements
of Section 10(a) of the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
(a) The following documents, which have been filed by Advanced Health
Corporation, a Delaware corporation (the "Corporation"), with the Commission,
are incorporated herein by reference:
(i) The Corporation's definitive Prospectus dated October 3, 1996, as
filed with the Commission pursuant to the Securities Act.
(ii) The Corporation's Form 10-Q for the three months ended September
30, 1996, as filed with the Commission pursuant to the Securities Exchange
Act of 1934, as amended (the "Exchange Act").
(iii) The description of the Common Stock contained in the Corporation's
Registration Statement on Form 8-A, filed with the Commission pursuant to
the Exchange Act.
(b) In addition, all documents filed by the Corporation with the Commission
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, 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 herein and to be part
hereof from the date of the filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145 of the Delaware General Corporation Law (the "DGCL") authorizes
a court to award or a corporation's Board of Directors to grant indemnification
to directors and officers in terms sufficiently broad to permit such
indemnification under certain circumstances for liabilities (including
reimbursement for expenses incurred) arising under the Exchange Act. Articles
Nine and Ten of the Corporation's Restated Certificate of Incorporation provide
for indemnification of its directors and officers and permissible
indemnification of employees and other agents to the maximum extent permitted by
the DGCL.
Reference is made to the form of Director Indemnification Agreement filed as
Exhibit 10.20 to the Corporation's Registration Statement on Form S-1 (File No.
333-06283) (the "Form S-1"), which provides for indemnification of directors.
Reference is made to the form of Underwriting Agreement filed as Exhibit 1.1
to the Form S-1, which sets forth certain indemnification provisions.
In addition, the Corporation maintains liability insurance for its officers
and directors.
II-1
<PAGE>
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
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<CAPTION>
EXHIBIT NO. DESCRIPTION
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<C> <S>
4.1 Restated Certificate of Incorporation of Advanced Health Corporation (filed as Exhibit 3.2 to the
Corporation's Registration Statement on Form S-1, File No. 333-06283 (the "Form S-1"), and
incorporated herein by reference)
4.2 By-laws of Advanced Health Corporation (filed as Exhibit 3.3 to the Form S-1 and incorporated herein
by reference)
4.3 Advanced Health Corporation Employee Stock Purchase Plan (filed as Exhibit 10.25 to the Form S-1 and
incorporated herein by reference)
5 Opinion of O'Sullivan Graev & Karabell, LLP (including the consent of such firm) regarding the
legality of securities being offered
23.1 Consent of O'Sullivan Graev & Karabell, LLP (included in their opinion filed as Exhibit 5 hereto)
23.2 Consent of Arthur Andersen LLP, independent auditors
24 Powers of Attorney
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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:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(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, Form S-8, or Form F-3 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 that
are incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, 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.
II-2
<PAGE>
(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, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (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) 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.
(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 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.
II-3
<PAGE>
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 Tarrytown, State of New York, on this 26th day of
November, 1996.
ADVANCED HEALTH CORPORATION
BY: *
-----------------------------------------
Jonathan Edelson, M.D.
CHAIRMAN AND CHIEF EXECUTIVE OFFICER
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed on the 26th day of November, 1996, by or
on behalf of the following persons in the capacities indicated.
SIGNATURE TITLE
- ------------------------------ ---------------------------
* Chairman of the Board and
- ------------------------------ Chief Executive Officer
Jonathan Edelson, M.D.
* President and Director
- ------------------------------
Steven Hochberg
/s/ ALAN B. MASAREK Chief Operating Officer and
- ------------------------------ Chief Financial Officer
Alan B. Masarek
* Director
- ------------------------------
James T. Carney
* Director
- ------------------------------
Barry Kurokawa
* Director
- ------------------------------
Jonathan Lieber
*By:
/s/ Alan B. Masarek
-------------------------------------
Alan B. Masarek
ATTORNEY-IN-FACT
II-4
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EXHIBIT INDEX
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<CAPTION>
EXHIBIT NO. DESCRIPTION PAGE
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<C> <S> <C>
4.1 Restated Certificate of Incorporation of Advanced Health Corporation (filed as Exhibit 3.2 to
the Corporation's Registration Statement on Form S-1, File No. 333-06283 (the "Form S-1"),
and incorporated herein by reference).......................................................
4.2 By-laws of Advanced Health Corporation (filed as Exhibit 3.3 to the Form S-1 and incorporated
herein by reference)........................................................................
4.3 Advanced Health Corporation Employee Stock Purchase Plan (filed as Exhibit 10.25 to the Form
S-1 and incorporated herein by reference)...................................................
5 Opinion of O'Sullivan Graev & Karabell, LLP (including the consent of such firm) regarding the
legality of securities being offered........................................................
23.1 Consent of O'Sullivan Graev & Karabell, LLP (included in their opinion filed as Exhibit 5
hereto).....................................................................................
23.2 Consent of Arthur Andersen LLP, independent auditors..........................................
24 Powers of Attorney............................................................................
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II-5
<PAGE>
EXHIBIT 5
November 26, 1996
Advanced Health Corporation
560 White Plains Road
Tarrytown, New York 10591
ADVANCED HEALTH CORPORATION
1,200,000 SHARES OF COMMON STOCK, $.01 PAR VALUE
Dear Sirs:
We have acted as counsel to Advanced Health Corporation, a Delaware
corporation (the "Company"), in connection with the registration under the
Securities Act of 1933, as amended, of 1,200,000 shares (the "Shares") of Common
Stock, $.01 par value, of the Company for issuance to certain employees pursuant
to the Company's Employee Stock Purchase Plan (the "Plan").
In that connection, we have examined originals, or copies certified or
otherwise identified to our satisfaction, of such documents, corporate records
and other instruments as we have deemed necessary for the purposes of this
opinion. In our examination, we have assumed the genuineness of all signatures,
the authenticity of all documents submitted to us as originals, the conformity
to original documents of all documents submitted to us as certified or
photostatic copies and the authenticity of the originals of such latter
documents.
Based upon the foregoing, we are of the opinion that the issuance and sale
of the Shares have been duly authorized and, when issued, delivered and paid for
in accordance with the provisions of the Plan, the Shares will be validly
issued, fully paid and nonassessable.
We are admitted to the Bar of the State of New York and we express no
opinion as to the laws of any other jurisdiction other than the Delaware General
Corporation Law.
We hereby consent to the inclusion of this opinion as Exhibit 5 to the
Registration Statement on Form S-8 being filed by the Company to register the
Shares.
Very truly yours,
/s/ O'SULLIVAN GRAEV & KARABELL, LLP
<PAGE>
EXHIBIT 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our reports dated June 19, 1996
(except for the matters described in Note 14, as to which the date is October 2,
1996), June 4, 1996 and June 5, 1996 included in the previously filed Form S-1
of Advanced Health Corporation (Registration Statement File No. 333- ) and
to all references to persons included in this registration statement.
ARTHUR ANDERSEN LLP
New York, New York
November 26, 1996
<PAGE>
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below under the heading "Signature" constitutes and appoints Jonathan Edelson,
M.D., Steven Hochberg and Alan B. Masarek, or any of them, his true and lawful
attorney-in-fact and agent with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities to sign any
or all Registration Statements on Form S-8 with respect to any securities to be
offered and issued by Advanced Health Corporation, a Delaware corporation (the
"Registrant"), pursuant to any employee benefit plan (as such term is defined in
the General Instructions to Form S-8) of the Registrant and any or all
amendments to any such Registration Statement, and to file the same, with all
exhibits thereto, and other documents in connection therewith, granting unto
said attorneys-in-fact and agents, each acting alone, 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 for all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, each acting alone, or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
This Power of Attorney has been signed by the following persons in the
capacities stated as of the 15th day of November, 1996.
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SIGNATURE TITLE
- ------------------------------------------------------ ---------------------------------------------------------
<C> <S>
/s/ JONATHAN EDELSON, M.D. Chairman of the Board, Chief Executive Officer and
------------------------------------------- Director (Principal Executive Officer)
Jonathan Edelson, M.D.
/s/ STEVEN HOCHBERG President and Director
-------------------------------------------
Steven Hochberg
/s/ ALAN B. MASAREK Chief Operating Officer and Chief Financial Officer
------------------------------------------- (Principal Financial and Accounting Officer)
Alan B. Masarek
/s/ JAMES T. CARNEY Director
-------------------------------------------
James T. Carney
/s/ BARRY KUROKAWA Director
-------------------------------------------
Barry Kurokawa
/s/ JONATHAN LIEBER Director
-------------------------------------------
Jonathan Lieber
</TABLE>
