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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, 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, 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
191 Peachtree Street, N.E.
Sixteenth Floor
Atlanta, Georgia 30303
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
Common Stock, 100,000 $14.81(2) $1,481,250(3) $448.86
$0.01 par value shares(1)
Series A Junior
Participating Preferred 100,000
Stock Purchase Rights(4) rights
(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 and Reg. No. 333-4504), the Registrant
previously registered 500,000 shares and 250,000 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
January 15, 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 and Reg. No. 333-4504).
The contents of the Registration Statement on Form S-8 filed by
the Registrant on March 8, 1996 (File No. 333-2100) and the
Registration Statement on Form S-8 filed by the Registrant on May
3, 1996 (Reg. No. 333-4504) 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 9th day of January, 1997.
MORRISON HEALTH CARE, INC.
By:/s/ Glenn A. Davenport
Glenn A. Davenport
President & Chief Executive Officer
Exhibit 24
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 President and January 9, 1997
Glenn A. Davenport Chief Executive
Officer (Principal
Executive Officer)
/s/ John B. McKinnon Chairman of the Board January 9, 1997
John B. McKinnon
/s/ K. Wyatt Engwall Senior Vice President, January 9, 1997
K. Wyatt Engwall Finance and Assistant
Secretary
(Principal Financial
Officer)
/s/ Claire L. Arnold Director January 9, 1997
Claire L. Arnold
/s/ E. Eugene Bishop Director January 9, 1997
E. Eugene Bishop
/s/ Fred L. Brown Director January 9, 1997
Fred L. Brown
/s/ A. Robert Outlaw, Jr. Director January 9, 1997
A. Robert Outlaw, Jr.
/s/ Dr. Benjamin F. Payton Director January 9, 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).
EXHIBITS 5 AND 23.1
Morrison Health Care, Inc.
January 21, 1997
Morrison Health Care, Inc.
1955 Lake Park Drive
Suite 400
Smyrna, Georgia 30080
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
We have served as counsel for 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 100,000 shares (the
"Shares") of common stock, $.01 par value, of the Company, to be
offered and sold by the Company pursuant to the Morrison Health
Care, Inc. 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 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
Morrison Health Care, Inc.
We consent to the incorporation by reference in the
Registration Statement on Form S-8 pertaining to the Morrison
Health Care, Inc. 1996 Non-Executive Stock Incentive Plan of our
report dated June 21, 1996, with respect to the consolidated
financial statements of Morrison Health Care, Inc. and
Subsidiaries incorporated by reference in its Annual report (Form
10-K) for the year ended June 1, 1996 and the related financial
statement schedule included therein, filed with the Securities
and Exchange Commission.
By:/s/ERNST & YOUNG LLP
ERNST & YOUNG LLP
Atlanta, Georgia
January 21, 1997
