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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 26, 1996
REGISTRATION NO. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
NCS HEALTHCARE, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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<S> <C> <C>
Delaware 5912 34-1816187
(STATE OR OTHER JURISDICTION OF (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER IDENTIFICATION NO.)
INCORPORATION OR ORGANIZATION) CLASSIFICATION CODE NO.)
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3201 Enterprise Parkway, Suite 220
Beachwood, Ohio 44122
(216) 514-3350
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF REGISTRANT'S PRINCIPAL
EXECUTIVE OFFICES)
Jon H. Outcalt Chairman of the
Board of NCS HealthCare, Inc.
3201 Enterprise Parkway, Suite 220
Beachwood, Ohio 44122
(216) 514-3350
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENT FOR SERVICE)
Copies to:
Thomas F. McKee Frederick W. Kanner
Calfee, Halter & Griswold Dewey Ballantine
1400 McDonald Investment Center 1301 Avenue of the Americas
800 Superior Avenue New York, New York 10019
Cleveland, Ohio 44114 (212) 259-8000
(216) 622-8200
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As
soon as practicable after this Registration Statement becomes effective.
If any of the securities being registered on this Form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, check the following box [ ].
--------------------------------
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [X] 333-11251
--------------------------------
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
--------------------------------
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. [ ]
--------------------------------
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CALCULATION OF REGISTRATION FEE
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Title of each class of securities Proposed maximum Amount of
to be registered aggregate offering price (1) registration fee
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Class A Common Stock, $.01 par value(2).................... $23,639,688 $8,152
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(1) Calculated pursuant to Rule 457(c) under the Securities Act of 1933,
based upon the average of the high and low sale prices of the Class A
Common Stock on The Nasdaq Stock Market's National Market on September
26, 1996.
(2) Includes shares of Class A Common Stock which the Underwriters
have the option to purchase to cover over-allotments.
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INCORPORATION BY REFERENCE
The Company's Registration Statement on Form S-1, File No. 333-11251, filed
with the Securities and Exchange Commission is hereby incorporated by reference
in this Registration Statement.
EXHIBITS
5.1 Opinion of Calfee, Halter & Griswold as to the validity of
the shares of Class A Common Stock
23.1 Consent of Calfee, Halter & Griswold (included in Exhibit
5.1 of this Registration Statement)
23.2 Consent of Ernst & Young LLP
23.3 Consent of R.E. Reed & Company
PAYMENT OF FEE
The Company hereby certifies that (i) National City Bank has been
instructed to transmit, as soon as posible but not later than the close of
business on September 27, 1996, unrestricted funds in the amount of $8,152 to
the account of the Securities and Exchange Commission at Mellon Bank in payment
of the filing fee, (ii) such instructions will not be revoked and (iii) the
Company has sufficient funds in its account to cover the amount being so
transmitted. In addition, the Company undertakes that it will confirm receipt
by National City Bank of the aforesaid instructions during regular business
hours on September 27, 1996.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Cleveland,
State of Ohio, on September 26, 1996.
NCS HealthCare, Inc.
By: /s/ Jon H. Outcalt
------------------------
Jon H. Outcalt
Chairman of the Board
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned, being a
Director and/or officer of NCS HealthCare, Inc., a Delaware corporation, hereby
constitutes and appoints Jon H. Outcalt, Kevin B. Shaw, Jeffrey R. Steinhilber,
Thomas F. McKee, Edward W. Moore and David A. Basinski, Jr., and each of them,
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 (including post-effective
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 requisite, necessary or advisable to be done, 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 any of them, or their
or his 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 indicated on September 26, 1996.
SIGNATURE TITLE
/s/ Jon H. Outcalt
-----------------------------
Jon H. Outcalt Chairman of the Board of Directors
/s/ Kevin B. Shaw
-----------------------------
Kevin B. Shaw President, Chief Executive Officer
and Director (Principal Executive
Officer)
/s/ Jeffrey R. Steinhilber
-----------------------------
Jeffrey R. Steinhilber Chief Financial Officer (Principal
Financial and Accounting Officer)
-----------------------------
A. Malachi Mixon III Director
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-----------------------------
Boake A. Sells Director
/s/ James B. Naylor
-----------------------------
James B. Naylor Director
-----------------------------
Richard L. Osborne Director
/s/ Phyllis K. Wilson
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Phyllis K. Wilson Director
<PAGE> 5
Exhibit 5.1
Calfee, Halter & Griswold
1400 McDonald Investment Center
Cleveland, Ohio 44114
September 26, 1996
NCS HealthCare, Inc.
3201 Enterprise Parkway, Suite 220
Beachwood, Ohio 44122
Re: Shares of Class A Common Stock, par value $.01 per share, of
NCS HealthCare, Inc. (the "Shares") to be Offered Through
Underwriters
------------
We are acting as counsel for NCS HealthCare, Inc., a Delaware
corporation (the "Company"), in connection with (i) the issuance and sale of
Shares (including Shares which may be sold pursuant to an over-allotment option
granted by the Company to the Underwriters) by the Company (the "Primary
Shares") in accordance with the proposed Underwriting Agreement among the
Company, certain selling stockholders named therein (the "Selling
Stockholders"), and Smith Barney Inc., William Blair & Company, L.L.C.,
Montgomery Securities and McDonald & Company Securities, Inc., as
Representatives of the several Underwriters, and (ii) the sale by the Selling
Stockholders of Shares (the "Secondary Shares") in accordance with the
Underwriting Agreement.
We have examined such documents, records and matters of law as
we have deemed necessary for purposes of this opinion, and based thereon we are
of the opinion that, subject to the due authorization of the specified terms of
sale of the Primary Shares by the Pricing Committee of the Board of Directors of
the Company, the Primary Shares covered by the Form S-1 Registration Statement
to which this letter is attached as Exhibit 5.1 (the "Registration Statement")
are duly authorized and, when issued and delivered to the Underwriters pursuant
to the Underwriting Agreement against payment of the consideration therefor as
provided therein and in accordance with the resolutions duly adopted by the
Board of Directors of the Company, will be validly issued, fully paid and
nonassessable.
For our opinion with respect to the legality of the Secondary
Shares and that portion of the Primary Shares covered by Form S-1 Registration
Statement File No. 333-11251, we refer you to Exhibit 5.1 thereto.
We are attorneys licensed to practice law in the State of
Ohio. The opinion expressed herein is limited solely to the laws of the State of
Ohio and the General Corporation Law of the State of Delaware and we express no
opinion under the laws of any other jurisdiction.
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CALFEE, HALTER & GRISWOLD
NCS Healthcare, Inc.
September 26, 1996
Page 2
This opinion is delivered to you solely in connection with the
filing by the Company of the Registration Statement, and this letter and the
opinion stated herein may not be relied upon for any other purpose or by any
persons other than the Directors and executive officers of the Company.
We consent to the filing of this opinion as Exhibit 5 to the
Registration Statement and to the use of our name under the caption "Legal
Matters" in the Prospectus comprising a part of the Registration Statement.
Respectfully submitted,
CALFEE, HALTER & GRISWOLD
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EX-23.2
CONSENT OF INDEPENDENT AUDITORS
We consent to the references to our firm under the captions "Experts"
and "Selected Consolidated Financial Data" and to the use of our report dated
August 2, 1996 on the consolidated financial statements of NCS HealthCare, Inc.
and subsidiaries; our report dated August 20, 1996 on the balance sheet and
related statements of operations and cash flows of IPAC Pharmacy, Inc.; and our
report dated August 26, 1996 on the combined balance sheet and related combined
statements of income and cash flows of Thrifty Medical Systems, in the Form S-1
Registration Statement and related Prospectus of NCS HealthCare, Inc. for the
registration of 4,485,000 shares of its Class A Common Stock.
Ernst & Young LLP
Cleveland, Ohio
September 26, 1996
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R.E. REED & COMPANY CERTIFIED PUBLIC ACCOUNTANTS EXHIBIT 23.3
================================================
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts"
and to the use of our report dated March 21, 1996, on the consolidated balance
sheets of Americare Health Services, Inc. (d.b.a. Uni-Care) at December 31, 1994
and 1995, and on the consolidated statements of operations and retained
earnings and cash flows for the two years ended December 31, 1995, in the
Form S-1 Registration Statement and related Prospectus of NCS Healthcare, Inc.
for the registration of shares of its Class A Common Stock.
/s/ R.E. Reed and Company
R.E. Reed and Company
Laconia, New Hampshire
September 26, 1996
