As filed with the Securities and Exchange Commission on
November 18, 1997.
- -----------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
__________
HOUSECALL MEDICAL RESOURCES, INC.
--------------------------------------------------
(Exact Name of Issuer as Specified in its Charter)
Delaware 58-2114917
_______________________________ _____________________
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification Number)
1000 Abernathy Road, Building 400, Ste. 1825, Atlanta, Georgia 30328
-------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Housecall Medical Resources, Inc. and its Subsidiaries 1996 Stock Option
and Restricted Stock Purchase Plan, as amended and restated.
------------------------------------------------------------------------
Full Title of the Plan
Fred C. Follmer
Vice President and Chief Financial Officer
HOUSECALL MEDICAL RESOURCES, INC.
1000 Abernathy Road, Building 400, Ste. 1825,
Atlanta, Georgia 30328
(770) 379-9000
- - -------------------------------------------------------------
(Name, Address and Telephone Number, including Area Code, of
Agent for Service)
<TABLE>
<CAPTION>
- -
- -------------------------------------------------------------------------------------
- -------------
Proposed
Title of Securities Amount to Maximum Aggregate
Amount of
To Be Registered Be Registered Offering Price
Registration Fee
- ------------------- ------------- ------------------
- ---------------
<S> <C> <C> <C>
Common Stock, $0.01 800,000 shares $2,875,000<F1>
$871.21
par value
- -------------------------------------------------------------------------------------
- ----------------
<FN>
<F1> Determined in accordance with Rule 457(h)(1) and Rule 457(c) under the
Securities Act of 1933, based on $3.5938, the average of the high and
low sale prices quoted on The Nasdaq Stock Market on November 14, 1997,
with respect to shares issuable under the Plans that are not subject to
outstanding options or rights.
</FN>
/TABLE<PAGE>
Housecall Medical Resources, Inc. (the "Company") files this Registration
Statement on Form S-8 to reflect an increase in the number of shares of
common stock, par value $0.01 (the "Common Stock") authorized under the
Housecall Medical Resources, Inc. and its Subsidiaries 1996 Stock Option
and Restricted Stock Purchase Plan (the "Plan") of 800,000, from
500,000 to 1,300,000. The 500,000 shares of Common Stock previously
authorized under the Plan are covered by a Registration Statement on Form
S-8 (Registration No. 333-07257), the contents of which are incorporated herein
by reference. The amendment to and restatement of the Plan was approved
by the Board of Directors on March 14, 1997, and ratified by the
Company's shareholders on May 1, 1997. Attorneys of Kilpatrick Stockton
who worked on this matter beneficialy own 575 shares of Registrant's Common
Stock as of November 17, 1997.
ITEM 8. EXHIBITS
The exhibits included as part of this Registration Statement are
as follow:
Exhibit Number Description
- -------------- -----------
5 Opinion of Kilpatrick Stockton LLP
as to the legality of the
securities being registered
23 Consent of Ernst & Young LLP
25 Power of Attorney (included on
signature page of Registration
Statement)
<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 it behalf by
the undersigned, thereunto duly authorized, in the City of Atlanta,
State of Georgia, on November 17, 1997.
HOUSECALL MEDICAL RESOURCES, INC.
By: /s/ Daniel J. Kohl
-----------------------------------------
Daniel J. Kohl, President and Chief
Executive Officer
POWER OF ATTORNEY AND SIGNATURES
Know all men by these presents, that each person whose signature
appears below constitutes and appoints Daniel J. Kohl and Fred C.
Follmer, or either of them, as attorney-in-fact, either with power of
substitution, for him in any and all capacities, to sign any
amendments to this Form S-8, and to file the same, with exhibits
thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, hereby ratifying and confirming
all that each of said attorneys-in-fact, or his substitute or
substitutes, may 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 below as of November 17, 1997 by the
following persons on behalf of the Registrant in the capacities
indicated.
Signature Capacity
/s/ Daniel J. Kohl President, Chief Executive Officer,
- ---------------------------- and Director (Principal Executive
Daniel J. Kohl Officer)
/s/ Fred C. Follmer Vice President, Chief Financial
- ---------------------------- Officer, and Secretary (Principal
Fred C. Follmer Financial and Accounting Officer)
/s/ James B. Hoover Chairman of the Board of Directors
- ----------------------------
James B. Hoover
/s/ Howard R. Deutsch Director
- ----------------------------
Howard R. Deutsch
/s/ James E. Dalton, Jr. Director
- ----------------------------
James E. Dalton, Jr.
/s/ Andrew M. Paul Director
- ----------------------------
Andrew M. Paul
/s/ R. Dale Ross Director
- ----------------------------
R. Dale Ross
<PAGE>
EXHIBIT INDEX
Exhibit Number Description
- - -------------- -----------
5 Opinion of Kilpatrick Stockton LLP
as to the legality of the
securities being registered
23 Consent of Ernst & Young LLP
25 Power of Attorney (included on
signature page of Registration
Statement)
</TABLE>
EXHIBIT 5
KILPATRICK STOCKTON LLP
1100 PEACHTREE STREET
ATLANTA, GEORGIA 30309
Telephone No. (404) 815-6500
Fax No. (404) 815-6555
November 17, 1997
Re: Form S-8 Registration Statement - 800,000 Shares of Common
Stock
Gentlemen:
At your request, we have acted as counsel for Housecall
Medical Resources, Inc., a Delaware corporation (the "Company"),
in the preparation of a Registration Statement on Form S-8 (the
"Registration Statement") relating to an amendment and restatement
of the Company's 1996 Stock Option and Restricted Stock Purchase
Plan (the "Plan") and the proposed offer and sale of up to 800,000
additional shares of the Company's Common Stock, $0.01 par
value per share (the "Shares") pursuant thereto.
In connection with the preparation of said Registration State-
ment, we have examined originals or copies of such corporate records,
documents and other instruments relating to the authorization and
issuance of the Shares as we have deemed relevant under the circumstances.
On the basis of the foregoing, it is our opinion that:
The Shares, when issued in accordance with the terms and
conditions of the Plan, will be legally and validly issued, fully
paid and non-assessable.
We hereby consent to the filing of this opinion as an Exhibit
to said Registration Statement and further consent to the use of our
name under the heading "Legal Matters" in said Registration
Statement.
Sincerely,
KILPATRICK STOCKTON LLP
By: /s/ Jan M. Davidson
-------------------------
Jan M. Davidson,
a Partner
Exhibit 23
CONSENT OF INDEPENDENT AUDITORS
--------------------------------
We consent to the incorporation by reference in this Registration
Statement pertaining to the Housecall Medical Resources, Inc. and
its Subsidiaries 1996 Stock Option and Restricted Stock Purchase
Plan, as amended and restated of our report dated September 8, 1997,
with respect to the consolidated financial statements and schedule of
Housecall Medical Resources, Inc. and its Subsidiaries included in the
Annual Report (Form 10-K) for the year ended June 30, 1997 filed with the
Securities and Exchange Commission.
/s/ Ernst & Young LLP
----------------------------------
Ernst & Young LLP
Atlanta, Georgia
November 11, 1997
