<PAGE> 1
REGISTRATION NO. 333-_________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
NEW AMERICAN HEALTHCARE CORPORATION
- --------------------------------------------------------------------------------
(Exact Name of Registrant as Specified in its Charter)
Delaware 62-1750169
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
109 Westpark Drive, Suite 440
Brentwood, Tennessee 37027
- --------------------------------------------------------------------------------
(Address of Principal Executive Offices)
(Zip Code)
New American Healthcare Corporation Amended and Restated Stock Option Plan
- --------------------------------------------------------------------------------
(Full Name of Plan)
Robert M. Martin
109 Westpark Drive, Suite 440, Brentwood, Tennessee 37027
- --------------------------------------------------------------------------------
(Name and Address of Agent for Service)
(615) 221-5070
- --------------------------------------------------------------------------------
(Telephone number, including area code for agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------------------
Proposed Proposed Maximum Amount of
Title of Securities Amount to be Maximum Offering Aggregate Offering Registration
to be Registered Registered(1) Price Per Share(2) Price Fee
<S> <C> <C> <C> <C>
Common Stock, $0.01 Par Value 2,199,330 Shares $2.50 $5,498,325 $1,529
- -------------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933 as
amended (the "Securities Act"), this registration statement also covers an
indeterminate number of additional shares that may become issuable pursuant to
the anti-dilution adjustment provisions of the Plan.
(2) Pursuant to Rule 457, the offering price is estimated solely for the purpose
of calculating the registration fee on the basis of the closing bid price of
$2.50 per Share, as reported on the New York Stock Exchange on February 26,
1999.
The Index to Exhibits appears on sequentially numbered page [7.]
<PAGE> 2
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The documents listed below are incorporated by reference in this
Registration Statement. In addition, all documents subsequently filed by New
American Healthcare Corporation, (the "Company" or the "Registrant") pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934 (the
"Exchange Act"), prior to the filing of a post-effective amendment which
indicates that all securities offered have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated by
reference in this Registration Statement and to be a part thereof from the date
of filing of such documents. Any statement contained in a document incorporated
or deemed to be incorporated by reference herein shall be deemed to be modified
or superseded for purposes of this Registration Statement to the extent that a
statement contained herein or in any other subsequently filed document which
also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement modified or superseded shall not
be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.
(1) The Company's Prospectus on Form 424B4 (SEC File No.
333-57913), filed August 20, 1998.
(2) The Company's Quarterly Report on Form 10-Q for the quarter
ended December 31, 1998.
(3) The Company's Current Report on Form 8-K dated November 17,
1998 as amended on Form 8-K/A filed January 14, 1999.
(4) The Company's Current Report on Form 8-K dated November 18,
1998 as amended on Form 8-K/A filed January 19, 1999.
(5) The Company's Current Report on Form 8-K dated February 22,
1999.
(6) The description of the Company's shares of Common Stock, par
value $.01 per share (the "Common Stock"), contained in the
Registration Statement on Form S-1 (File Number 333-57913),
including any amendment or report filed for the purposes of
updating such description.
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
The consolidated financial statements and schedule of New American
Healthcare Corporation as of March 31, 1998 and 1997, and for the years ended
March 31, 1998 and 1997 and period August 16, 1995 (inception) through March
31, 1996, have been incorporated by reference herein in reliance upon the
report of KPMG LLP, independent certified public accountants, and upon the
authority of said firm as experts in accounting and auditing.
The financial statements of Doctors Hospital for the period January 1,
1996 through July 31, 1996 and year ended December 31, 1995, have been
incorporated by reference herein in reliance upon the report of KPMG LLP,
independent certified public accountants and upon the authority of said firm as
experts in accounting and auditing.
The financial statements of Center Hospital, Inc. for the year ended
April 30, 1997, and period June 28, 1995 through April 30, 1996, have been
incorporated by reference herein in reliance upon the report of KPMG LLP,
independent certified public accountants, and upon the authority of said firm as
experts in accounting and auditing.
The financial statements of Eastwood Hospital, Inc. for the period
January 1, 1997 through May 15, 1997 and years ended December 31, 1996 and 1995,
have been incorporated by reference herein in reliance upon the report of KPMG
LLP, independent certified public accountants and upon the authority of said
firm as experts in accounting and auditing.
The combined financial statements of Woodland Park Hospital,
Eastmoreland Hospital, Lander Valley Medical Center and Davenport Medical Center
for the periods June 1, 1997 through January 31, 1998, and September 1, 1996
through May 31, 1997, year ended August 31, 1996 and period July 1, 1995 through
August 31, 1995, have been incorporated by reference herein in reliance upon the
report of KPMG LLP, independent certified public accountants and upon the
authority of said firm as experts in accounting and auditing.
II-2
<PAGE> 3
The financial statements of Puget Sound Hospital as of March 31,
1998 and May 31, 1997, and for the ten months ended March 31, 1998, the nine
months ended May 31, 1997, the twelve months ended August 31, 1996 and the three
months ended August 31, 1995, have been incorporated by reference herein in
reliance upon the report of KPMG LLP, independent certified public accountants
and upon the authority of said firm as experts in accounting and auditing.
The financial statements of Memorial Hospital of Adel as of June
30, 1998 and 1997 and for the two-years then ended have been incorporated by
reference herein in reliance upon the report of KPMG LLP, independent certified
public accountants and upon the authority of said firm as experts in accounting
and auditing.
ITEM 6. INDEMNIFICATION.
Under the Company's Certificate of Incorporation, and in
accordance with Section 145 of the Delaware General Corporation Law (the
"Delaware Law"), the Company will indemnify any person made or threatened to be
made a party to an action or proceeding, whether civil, criminal, administrative
or investigative (other than a "derivative" action by or in the right of the
Company to procure a judgment in its favor) by reason of the fact that such
person is or was a director or officer of the Company, against judgments, fines,
amounts paid in settlement and reasonable expenses, including attorney's fees
actually and necessarily incurred as a result of such action or proceeding if
such person acted in good faith and in a manner such person reasonably believed
to be in (or not opposed to) the best interests of the Company, and, in criminal
actions or proceedings, had no reasonable cause to believe was unlawful. A
similar standard of care is applicable in the case of derivative actions, except
that indemnification only extends to amounts paid in settlement and reasonable
expenses (including attorneys' fees) incurred in connection with the defense or
settlement of such an action and then, where the action is settled or otherwise
disposed of or the person is adjudged to be liable to the Company, only if and
to the extent the court in which such action was brought or, if none, a court of
competent jurisdiction determines that such person is fairly and reasonably
entitled to such indemnity and then only for such expenses as the court deems
proper.
The Certificate of Incorporation provides that the Company may
indemnify a director or officer for the expenses incurred in defending the
proceedings specified above, at the conclusion of or in advance of their final
disposition or settlement, and on such terms, to such extent, and subject to
such conditions as the Board of Directors shall determine. The Certificate of
Incorporation also provides that the Company may, in its sole discretion,
indemnify any person who is or was one of its employees or agents or any person
who is or was serving at the request of the Company as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise to the same degree as the foregoing indemnification of
directors and officers. The Certificate of Incorporation also provides that such
persons are presumed to be entitled to indemnification, and that the burden of
proving that such person is not entitled to indemnification is on the Company.
Finally, the Certificate of Incorporation provides that if a written claim by
such person for indemnification is not paid within 30 days, the claimant may
bring suit to recover the unpaid amount, and if successful, may recover
attorneys' fees and expenses.
In addition, the Company may purchase and maintain insurance on
behalf of any person who is or was a director, officer, employee or agent of the
Company or another corporation, partnership, joint venture, trust or other
enterprise against any liability asserted against and incurred by such person in
such capacity, or arising out of the person's status as such whether or not the
Company would have the power or obligation to indemnify such person against such
liability under the provisions of the Delaware Law. The Company maintains
insurance for the benefit of the Company's officers and directors insuring such
persons against certain liabilities, including liabilities under the securities
laws.
II-3
<PAGE> 4
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS.
The Exhibits to this Registration Statement are listed in the Index to
Exhibits on Page II-7 of this Registration Statement, which Index is
incorporated herein by reference.
ITEM 9. UNDERTAKINGS.
The Company 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;
(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. Notwithstanding the foregoing, any increase or decrease in volume of
securities offered (if the total dollar value of securities offered would not
exceed that which was registered) and any deviation from the low or high and of
the estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than 20 percent change in the
maximum aggregate offering price set forth in the "Calculation of Registration
Fee" table in the effective 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 (1)(i) and (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 with or furnished to the Commission by the registrant
pursuant to Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in the Registration Statement.
2. That, for the purpose of determining any liability under the
Securities Act, 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-4
<PAGE> 5
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.
4. The Company hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of the Company's annual report
pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where
applicable, each filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Exchange Act) 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.
5. Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to partners, directors, officers and controlling
persons of the Company pursuant to the foregoing provisions, or otherwise, the
Company 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 Company of expenses
incurred or paid by a partner, director, officer or controlling person of the
Company in the successful defense of any action suit or proceeding) is asserted
by such partner, director, officer or controlling person in connection with the
securities being registered, the Company 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 Securities Act and will be governed by
the final adjudication of such issue.
II-5
<PAGE> 6
SIGNATURES
Pursuant to the requirements of the Securities Act, the Company
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 Brentwood, State of Tennessee, on February 26, 1999.
New American Healthcare Corporation
By: /s/ Robert M. Martin
----------------------------------------
Robert M. Martin
Chief Executive Officer
New American Healthcare Corporation
Amended and Restated Stock Option Plan
By: /s/ Timothy S. Hill
----------------------------------------
Senior Vice President
Chief Financial Officer
POWER OF ATTORNEY
Each person whose signature to the Registration statement appears below
hereby appoints Dana C. McLendon, Jr. or Timothy S. Hill and each of them, any
one of whom may act without the joinder of the others, as his attorney-in-fact
to execute in the name and behalf of any such person, individually and in the
capacity stated below, and to file all amendments and post-effective amendments
to this Registration Statement, which amendment or amendments may make such
changes and additions in this Registration Statement as such attorney-in-fact
may deem necessary or appropriate.
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 date indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ Robert M. Martin Chairman of the Board and Chief February 26, 1999
- ----------------------------------- Executive Officer
Robert M. Martin
/s/ Thomas W. Singleton President and Chief Operating Officer February 26, 1999
- -----------------------------------
Thomas W. Singleton
/s/ Dana C. McLendon, Jr. Senior Vice President - Chief February 26, 1999
- ----------------------------------- Administrative Officer
Dana C. McLendon, Jr.
/s/ Timothy S. Hill Senior Vice President and Chief February 26, 1999
- ----------------------------------- Financial Officer
Timothy S. Hill
/s/ Richard H. Stowe Director February 26, 1999
- -----------------------------------
Richard H. Stowe
/s/ James B. Hoover Director February 26, 1999
- -----------------------------------
James B. Hoover
/s/ David A. Jensen Director February 26, 1999
- -----------------------------------
David A. Jensen
/s/ Jeptha W. Dalston Director February 26, 1999
- -----------------------------------
Jeptha W. Dalston
/s/ Paul B. Queally Director February 26, 1999
- -----------------------------------
Paul B. Queally
</TABLE>
II-6
<PAGE> 7
EXHIBIT INDEX
Exhibit No. Description of Exhibit
----------- ----------------------
4.1 Certificate of Incorporation of Company (incorporated by
reference to Exhibit 3.1 to the Company's Registration
Statement No. 333-57913 on Form S-1)
4.2 By-Laws of Company (incorporated by reference to Exhibit 3.2
to the Company's Registration Statement No. 333-57913 on Form
S-1)
4.3 Stock Option Plan (incorporated by reference to Exhibit 10.37
to the Company's Registration Statement No. 333-57913 on Form
S-1)
5 Opinion of Harwell Howard Hyne Gabbert & Manner, P.C.
23.1 Consent of KPMG LLP, Independent Public Accountants.
23.2 Consent of KPMG LLP, Independent Public Accountants.
23.3 Consent of KPMG LLP, Independent Public Accountants.
23.4 Consent of KPMG LLP, Independent Public Accountants.
23.5 Consent of KPMG LLP, Independent Public Accountants.
23.6 Consent of KPMG LLP, Independent Public Accountants.
23.7 Consent of KPMG LLP, Independent Public Accountants.
23.8 Consent of Harwell Howard Hyne Gabbert & Manner, P.C.
(contained in Exhibit 5)
24 Power of Attorney (see signature page)
II-7
<PAGE> 1
EXHIBIT 5
HARWELL HOWARD HYNE
GABBERT & MANNER, P.C.
1800 FIRST AMERICAN CENTER
315 DEADERICK STREET
NASHVILLE, TENNESSEE 37238-1800
--------------------
TELEPHONE (615) 256-0500
FACSIMILE (615) 251-1059
JONATHAN HARWELL M. DAVID COX
LIN S. HOWARD LEILANI BOULWARE
ERNEST E. HYNE II CURTIS CAPELING
CRAIG V. GABBERT, JR. ALIX COULTER CROSS
MARK MANNER DONNA J. TORSNEY
JAMES W. CAMERON III GARY N. MEADE, JR.
L. GLENN WORLEY KRISTOPHER W. KEMP
PETER M. OLDHAM J. GREG GIFFEN
GLEN ALLEN CIVITTS JOHN J. BAILEY III
GLENN B. ROSE M. KIMBERLY STAGG
BENJAMIN C. FORDHAM ANGELA M. PLAYLE
LEE C. DILWORTH LESLIE B. WILKINSON, JR.
LAUREN W. ANDERSON RYAN D. BROWN
JOHN N. POPHAM IV AMY MARIE SANFORD
JOHN M. BRITTINGHAM SCOTT CRADDOCK
KAAREN H. ENGEL
SUSAN V. SIDWELL
JOHN F. BLACKWOOD --------------
D. ALEXANDER FARDON
MICHAEL R. HILL BARBARA HOLMES
JOSEPH ALLEN KELLY OF COUNSEL
March 3, 1999
New American Healthcare Corporation
109 Westpark Drive, Suite 440
Brentwood, Tennessee 37027
Ladies and Gentlemen:
We have acted as special counsel to New American Healthcare
Corporation. (the "Company") in connection with the registration of the
Company's Stock Option Plan pursuant to a registration statement on Form S-8, as
filed with the Securities and Exchange Commission (the "Registration
Statement"). This firm hereby consents to the filing of this opinion as an
exhibit to the Registration Statement and with agencies of such states and other
jurisdictions as may be necessary in the course of complying with the laws of
such states and jurisdictions regarding the offering and sale of the stock in
accordance with the Registration Statement.
We have examined originals, or certified or photostatic copies of such
statutes, records, regulations, certificates of the officers of the Company and
of public officials, and such other information as we have deemed necessary for
purposes of rendering this opinion.
In stating our opinion, we have assumed: (i) that all signatures are
genuine, all documents submitted to us as originals are authentic, and all
documents submitted to us as copies conform to authentic original documents; and
(ii) that the parties to such documents have the legal right and power under all
applicable laws, regulations and agreements to enter into, execute, deliver and
perform their respective obligations thereunder.
On the basis of such review, but subject to the limitations expressed
herein, we are of the opinion, as of the date hereof, that the securities being
registered by the Registration Statement will, when sold as contemplated under
the Registration Statement, be legally issued, fully paid and non-assessable.
<PAGE> 2
New American Healthcare Corporation
March 3, 1999
Page 2
Our opinion herein is limited solely to the laws of the United States
of America and the corporate law of the State of Delaware. In rendering the
opinion set forth herein, we have relied upon the documents referenced above and
have made no independent verification or investigation of factual matters
pertaining thereto or to the Company. The opinion expressed herein is subject to
applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent
conveyance and other similar laws now or hereafter in effect relating to or
affecting the rights of creditors generally, judicial discretion, and equitable
principles whether applied pursuant to a proceeding at law or in equity; and no
opinion is expressed with respect to the availability of equitable remedies.
Very truly yours,
HARWELL HOWARD HYNE
GABBERT & MANNER, P.C.
<PAGE> 1
Exhibit 23.1
The Board of Directors
New American Healthcare Corporation:
We consent to the use of our reports incorporated herein by reference and to the
reference to our firm under the heading "Interest of Named Experts and Counsel"
in the prospectus.
KPMG LLP
Nashville, Tennessee
March 3, 1999
<PAGE> 1
Exhibit 23.2
The Board of Trustees
Doctors Hospital:
We consent to the use of our report incorporated herein by reference and to the
reference to our firm under the heading "Interest of Named Experts and Counsel"
in the prospectus.
KPMG LLP
Nashville, Tennessee
March 3, 1999
<PAGE> 1
Exhibit 23.3
The Board of Directors
Center Hospital, Inc.:
We consent to the use of our report incorporated herein by reference and to the
reference to our firm under the heading "Interest of Named Experts and Counsel"
in the prospectus.
KPMG LLP
Nashville, Tennessee
March 3, 1999
<PAGE> 1
Exhibit 23.4
The Board of Directors
Eastwood Hospital, Inc.:
We consent to the use of our report incorporated herein by reference and to the
reference to our firm under the heading "Interest of Named Experts and Counsel"
in the prospectus.
KPMG LLP
Nashville, Tennessee
March 3, 1999
<PAGE> 1
Exhibit 23.5
The Board of Directors
New American Healthcare Corporation:
We consent to the use of our report incorporated herein by reference on The
Hospitals and to the reference to our firm under the heading "Interest of Named
Experts and Counsel" in the prospectus.
KPMG LLP
Nashville, Tennessee
March 3, 1999
<PAGE> 1
Exhibit 23.6
The Board of Directors
PSH, Inc.:
We consent to the use of our report incorporated herein by reference and to the
reference to our firm under the heading "Interest of Named Experts and Counsel"
in the prospectus.
KPMG LLP
Nashville, Tennessee
March 3, 1999
<PAGE> 1
Exhibit 23.7
The Board of Directors
New American HealthCare Corp.:
We consent to the use of our report incorporated herein by reference on Memorial
Hospital of Adel and to the reference to our firm under the heading "Interest of
Named Experts and Counsel" in the prospectus.
Nashville, Tennessee
March 3, 1999
