SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
MORRISON HEALTH CARE, INC.
(Exact Name of Registrant as Specified in its Charter)
GEORGIA 63-1155966
(State or Other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or Organization)
1955 LAKE PARK DRIVE, S.E., SUITE 400, SMYRNA, GEORGIA 30080
(Address of Principal Executive Offices) (Zip Code)
1996 STOCK INCENTIVE PLAN
(Full Title of the Plan)
John E. Fountain, Esq.
Morrison Health Care, Inc.
1955 Lake Park Drive, S.E., Suite 400, Smyrna, Georgia 30080
(Name and Address of Agent for Service)
(770) 437-3300
(Telephone Number, Including Area Code, of Agent for Service)
Copy to:
Gabriel Dumitrescu, Esq.
Powell, Goldstein, Frazer & Murphy LLP
191 Peachtree Street, N.E.
Sixteenth Floor
Atlanta, Georgia 30303
<TABLE>
CALCULATION OF REGISTRATION FEE
- -------------------------------------------------------------------------------
Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Per Offering Registration
Registered Registered Share Price Fee
- -------------------------------------------------------------------------------
<CAPTION>
<S> <C> <C> <C> <C>
Common Stock, 900,000 $17.13(2) $15,412,500(3) $4,670.46
$0.01 par value shares(1)
Series A Junior
Participating
Preferred Stock 900,000
Purchase Rights(4) rights
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</TABLE>
(1) Representing shares of the Registrant's common stock, $.01
par value (the "Common Stock") that may be issued and sold by the
Registrant in connection with the Registrant's 1996 Stock
Incentive Plan (the "Plan"). This Registration Statement also
covers such indeterminable number of additional shares as may
become issuable to prevent dilution in the event of stock splits,
stock dividends or similar transactions pursuant to the terms of
the Plan. Pursuant to separate Registration Statements on Forms
S-8 (Reg. No. 333-2100, Reg. No. 333-4504, and 333-20197), the
Registrant previously registered 500,000 shares, 250,000 shares,
and 100,000 shares, respectively, of Common Stock not included in
the above figure subject to issuance under the Plan.
(2) The average of the high and low prices of the Registrant's
Common Stock as reported by The New York Stock Exchange on
November 7, 1997.
(3) The aggregate offering price is calculated solely for the
purpose of determining the registration fee pursuant to Rule
457(h)(1) under the Securities Act of 1933, as amended.
(4) The Series A Junior Participating Preferred Stock Purchase
Rights (the "Rights") are attached to the shares of Common Stock
being registered hereby and will be issued for no additional
consideration. Therefore, no additional registration fee is
required for the registration of the Rights.
Incorporation by reference of contents of Registration Statements on Forms S-8
(Reg. No. 333-2100, Reg. No. 333-4504 and Reg. No. 333-20197).
The contents of the Registration Statement on Form S-8 filed
by the Registrant on March 8, 1996 (File No. 333-2100), the
Registration Statement on Form S-8 filed by the Registrant on May
3, 1996 (File No. 333-4504) and the Registration Statement on
Form S-8 filed by the Registrant on January 22, 1997 (File No.
333-20197) relating to the Plan are hereby incorporated by
reference pursuant to General Instruction E to Form S-8.
Item 8. Exhibits.
The following opinions and consents are filed with this Registration Statement.
Exhibit
Number Description
- ------------------------------------------------------------------------------
5 Opinion of counsel with respect to the
securities being registered.
23.1 Consent of counsel (included in Exhibit 5).
23.2 Consent of independent auditors.
24 Power of Attorney (see signature pages to this
Registration Statement).
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
Atlanta, Georgia, on the 12th day of November, 1997.
MORRISON HEALTH CARE, INC.
By:/s/ Glenn A. Davenport
Glenn A. Davenport
President & Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints Glenn A.
Davenport and John E. Fountain, and either of them, as 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 or
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 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 below by the
following persons in the capacities indicated on the date
indicated.
Signature Title Date
- --------- ----- ----
/s/ Glenn A. Davenport Director and November 12, 1997
Glenn A. Davenport President and Chief
Executive Officer
(Principal Executive
Officer)
/s/ John B. McKinnon Chairman of the Board November 12, 1997
John B. McKinnon
/s/ K. Wyatt Engwall Senior Vice President, November 12, 1997
K. Wyatt Engwall Finance and Assistant
Secretary (Principal
Financial Officer)
/s/ Claire L. Arnold Director November 12, 1997
Claire L. Arnold
/s/ E. Eugene Bishop Director November 12, 1997
E. Eugene Bishop
/s/ Fred L. Brown Director November 12, 1997
Fred L. Brown
/s/ A. Robert Outlaw, Jr Director November 12, 1997
A. Robert Outlaw, Jr
/s/ Dr. Benjamin F. Payton Director November 12, 1997
Dr. Benjamin F. Payton
EXHIBIT INDEX
Exhibit
Number Description
- ------- --------------------------------------------------------------------
5 Opinion of counsel with respect to the securities being registered.
23.1 Consent of counsel (included in Exhibit 5).
23.2 Consent of independent auditors.
24 Power of Attorney (see signature pages to this Registration
Statement).
Exhibit 5 and 23.1
November 12, 1997
Morrison Health Care, Inc.
1955 Lake Park Drive S.E.
Suite 400
Smyrna, Georgia 30080
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
We have served as counsel for the Morrison Health Care, Inc., a Georgia
corporation (the "Company"), in connection with the registration under the
Securities Act of 1933, as amended, pursuant to a Registration Statement on
Form S-8 ( the "Registration Statement") of an aggregate of 900,000 shares (the
"Shares") of common stock, $.01 par value, of the Company, to be offered and
sold by the Company pursuant to its 1996 Stock Incentive Plan (the "Plan").
We have examined and are familiar with originals or copies (certified,
photostatic or otherwise identified to our satisfaction) of such documents,
corporate records and other instruments relating to the incorporation of the
Company and the adoption of the Plan as we have deemed necessary and advisable.
In all such examinations, we have assumed the genuineness of all signatures
on all originals and copies of documents we have examined, the authenticity of
all documents submitted to us as originals and the conformity to original
documents of all certified, conformed or photostatic copies. As to questions of
fact material and relevant to our opinion, we have relied upon certificates or
representations of Company officials and of appropriate state, local and federal
officials.
We express no opinion as to the matters under or involving laws other than
the laws of the State of Georgia.
Based upon and subject to the foregoing and having regard for such legal
considerations as we have deemed relevant, it is our opinion that:
1. The Shares have been duly authorized; and
2. Upon the issuance and delivery of the Shares upon receipt of lawful
consideration therefor pursuant to the Plan, such Shares will be
validly issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion as Exhibit 5 to the
Registration Statement.
Very truly yours,
By:/s/ POWELL, GOLDSTEIN, FRAZER & MURPHY LLP
POWELL, GOLDSTEIN, FRAZER & MURPHY LLP
Exhibit 23.2
Consent of Independent Auditors
We consent to the incorporation by reference in the Registration Statement
(Form S-8) pertaining to the Morrison Health Care, Inc. 1996 Stock Incentive
Plan of our report dated June 19, 1997, with respect to the consolidated
financial statements and schedule of Morrison Health Care, Inc. included and/or
incorporated by reference in the Morrison Health Care, Inc.'s Annual Report
(Form 10-K) for the year ended May 31, 1997, filed with the Securities and
Exchange Commission.
/s/Ernst & Young LLP
Atlanta, Georgia
November 12, 1997
