As filed with the Securities and Exchange Commission on November 27, 1996
Registration No. 333-__________
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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Karrington Health, Inc.
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(Exact name of registrant as specified in its charter)
Ohio 31-1461482
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
919 Old Henderson Road, Columbus, OH 43220
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(Address of Principal Executive Offices) (Zip Code)
Karrington Health, Inc.
1996 Incentive Stock Plan
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(Full title of the plan)
Copy to:
Alan B. Satterwhite Susan E. Brown, Esq.
Karrington Health, Inc. Vorys, Sater, Seymour and Pease
919 Old Henderson Road 52 East Gay Street
Columbus, Ohio 43220 Columbus, Ohio 43216-1008
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(Name and address of agent for service)
(614)451-5151
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(Telephone number, including area code, of agent for service)
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<TABLE>
Calculation of Registration Fee
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Proposed
Title of Proposed maximum maximum Amount of
securities to Amount to be offering price aggregate registration
be registered registered per unit (1) offering price fee
(1)
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<S> <C> <C> <C> <C>
Common Shares, 550,000 $13.00 for 169,000 Common $6,959,500 $2109
Without Par Shares; $12.50 for
Value 381,000 Common Shares
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</TABLE>
(1) Estimated solely for the purpose of calculating the aggregate offering
price and the registration fee pursuant to Rules 457(c) and 457(h)
promulgated under the Securities Act of 1933, as amended, and computed on
the basis of: (a) $13.00 per share for 169,000 of the Common Shares, which
is the price at which options to purchase such Common Shares may be
exercised, and (b) $12.50 per share for 381,000 of the Common Shares to be
registered, which is the average of the high and low sales prices of the
Common Shares as reported on The Nasdaq Stock Market on November 25, 1996.
Page 1 of 33 Pages.
Index to Exhibits at Page II-16 (Page 17 as sequentially numbered).
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The Prospectus filed by Karrington Health, Inc. (the "Registrant")
on July 22, 1996, with the Securities and Exchange Commission (the "Commission")
pursuant to Rule 424(b) under the Securities Act of 1933, as amended, which
contains audited financial statements for the Registrant's fiscal year ended
December 31, 1995, is hereby incorporated by reference.
The description of the Registrant's Common Shares contained in the
Registrant's Registration Statement on Form 8-A (File No. 0-28656) filed with
the Commission on June 5, 1996, which incorporates by reference the description
of the Registrant's Common Shares contained in the Registrant's Registration
Statement on Form S-1 (Registration No. 333-3491) filed with the Commission on
May 10, 1996, or contained in any subsequent amendment or report filed for the
purpose of updating such description, is hereby incorporated by reference.
Any definitive Proxy Statement or Information Statement filed
pursuant to Section 14 of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), and all documents which may be filed with the Commission
pursuant to Sections 13, 14 or 15(d) of the Exchange Act subsequent to the date
hereof and prior to the completion of the offering contemplated hereby, shall
also be deemed to be incorporated herein by reference and to be made a part
hereof from the date of filing of such documents; provided, however, that no
report of the Compensation Committee of the Board of Directors of the Registrant
on executive compensation and no performance graph included in any Proxy
Statement or Information Statement filed pursuant to Section 14 of the Exchange
Act shall be deemed to be incorporated herein by reference.
Item 4. Description of Securities.
Not Applicable.
Item 5. Interests of Named Experts and Counsel.
The validity of the issuance of the Common Shares of the Registrant
being registered on this Registration Statement on Form S-8 will be passed upon
for the Registrant by Vorys, Sater, Seymour and Pease, 52 East Gay Street, P.O.
Box 1008, Columbus, Ohio 43216-1008. Members of Vorys, Sater, Seymour and Pease
and attorneys employed thereby, together with members of their immediate
families, beneficially own less than $50,000 of Common Shares of the Registrant.
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Item 6. Indemnification of Directors and Officers.
Division (E) of Section 1701.13 of the Ohio Revised Code governs
indemnification by an Ohio corporation and provides as follows:
(E)(1) A corporation may indemnify or agree to indemnify any person
who was or is a party, or is threatened to be made a party, to any
threatened, pending, or completed action, suit, or proceeding, whether
civil, criminal, administrative, or investigative, other than an action by
or in the right of the corporation, by reason of the fact that he is or
was a director, officer, employee, or agent of the corporation, or is or
was serving at the request of the corporation as a director, trustee,
officer, employee, member, manager, or agent of another corporation,
domestic or foreign, nonprofit or for profit, a limited liability company,
or a partnership, joint venture, trust, or other enterprise, against
expenses, including attorney's fees, judgments, fines, and amounts paid in
settlement actually and reasonably incurred by him in connection with such
action, suit, or proceeding if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, if he
had no reasonable cause to believe his conduct was unlawful. The
termination of any action, suit, or proceeding by judgment, order,
settlement, or conviction, or upon a plea of nolo contendere or its
equivalent, shall not, of itself, create a presumption that the person did
not act in good faith and in a manner he reasonably believed to be in or
not opposed to the best interests of the corporation, and, with respect to
any criminal action or proceeding, he had reasonable cause to believe that
his conduct was unlawful.
(2) A corporation may indemnify or agree to indemnify any person who
was or is a party, or is threatened to be made a party, to any threatened,
pending, or completed action or suit by or in the right of the corporation
to procure a judgment in its favor, by reason of the fact that he is or
was a director, officer, employee, or agent of the corporation, or is or
was serving at the request of the corporation as a director, trustee,
officer, employee, member, manager, or agent of another corporation,
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domestic or foreign, nonprofit or for profit, a limited liability company,
or a partnership, joint venture, trust, or other enterprise, against
expenses, including attorney's fees, actually and reasonably incurred by
him in connection with the defense or settlement of such action or suit,
if he acted in good faith and in a manner he reasonably believed to be in
or not opposed to the best interests of the corporation, except that no
indemnification shall be made in respect of any of the following:
(a) Any claim, issue, or matter as to which such person is
adjudged to be liable for negligence or misconduct in the
performance of his duty to the corporation unless, and only to the
extent that the court of common pleas or the court in which such
action or suit was brought determines, upon application, that,
despite the adjudication of liability, but in view of all the
circumstances of the case, such person is fairly and reasonably
entitled to indemnity for such expenses as the court of common pleas
or such other court shall deem proper;
(b) Any action or suit in which the only liability asserted
against a director is pursuant to section 1701.95 of the Revised
Code.
(3) To the extent that a director, trustee, officer, employee,
member, manager, or agent has been successful on the merits or otherwise
in defense of any action, suit, or proceeding referred to in division
(E)(1) or (2) of this section, or in defense of any claim, issue, or
matter therein, he shall be indemnified against expenses, including
attorney's fees, actually and reasonably incurred by him in connection
with the action, suit, or proceeding.
(4) Any indemnification under division (E)(1) or (2) of this
section, unless ordered by a court, shall be made by the corporation only
as authorized in the specific case, upon a determination that
indemnification of the director, trustee, officer, employee, member,
manager, or agent is proper in the circumstances because he has met the
applicable standard of conduct set forth in division (E)(1) or (2) of this
section. Such determination shall be made as follows:
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(a) By a majority vote of a quorum consisting of directors of
the indemnifying corporation who were not and are not parties to or
threatened with the action, suit, or proceeding referred to in
division (E)(1) or (2) of this section;
(b) If the quorum described in division (E)(4)(a) of this
section is not obtainable or if a majority vote of a quorum of
disinterested directors so directs, in a written opinion by
independent legal counsel other than an attorney, or a firm having
associated with it an attorney, who has been retained by or who has
performed services for the corporation or any person to be
indemnified within the past five years;
(c) By the shareholders;
(d) By the court of common pleas or the court in which the
action, suit, or proceeding referred to in division (E)(1) or (2) of
this section was brought.
Any determination made by the disinterested directors under division
(E)(4)(a) or by independent legal counsel under division (E)(4)(b) of this
section shall be promptly communicated to the person who threatened or
brought the action or suit by or in the right of the corporation under
division (E)(2) of this section, and within ten days after receipt of such
notification, such person shall have the right to petition the court of
common pleas or the court in which such action or suit was brought to
review the reasonableness of such determination.
(5)(a) Unless at the time of a director's act or omission that is
the subject of an action, suit, or proceeding referred to in division
(E)(1) or (2) of this section, the articles or the regulations of a
corporation state, by specific reference to this division, that the
provisions of this division do not apply to the corporation and unless the
only liability asserted against a director in an action, suit, or
proceeding referred to in division (E)(1) or (2) of this section is
pursuant to section 1701.95 of the Revised Code, expenses, including
attorney's fees, incurred by a director in defending the action, suit or
proceeding shall be paid by the corporation as they are incurred, in
advance of the final disposition of the action, suit, or proceeding upon
receipt of an undertaking by or on behalf of the director in which he
agrees to do both of the following:
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(i) Repay such amount if it is proved by clear and convincing
evidence in a court of competent jurisdiction that his action or
failure to act involved an act or omission undertaken with
deliberate intent to cause injury to the corporation or undertaken
with reckless disregard for the best interests of the corporation;
(ii) Reasonably cooperate with the corporation
concerning the action, suit, or proceeding.
(b) Expenses, including attorney's fees, incurred by a director,
trustee, officer, employee, member, manager, or agent in defending any
action, suit, or proceeding referred to in division (E)(1) or (2) of this
section, may be paid by the corporation as they are incurred, in advance
of the final disposition of the action, suit, or proceeding, as authorized
by the directors in the specific case, upon receipt of an undertaking by
or on behalf of the director, trustee, officer, employee, member, manager,
or agent to repay such amount, if it ultimately is determined that he is
not entitled to be indemnified by the corporation.
(6) The indemnification authorized by this section shall not be
exclusive of, and shall be in addition to, any other rights granted to
those seeking indemnification under the articles, the regulations, any
agreement, a vote of shareholders or disinterested directors, or
otherwise, both as to action in their official capacities and as to action
in another capacity while holding their offices or positions, and shall
continue as to a person who has ceased to be a director, trustee, officer,
employee, member, manager, or agent and shall inure to the benefit of the
heirs, executors, and administrators of such a person.
(7) A corporation may purchase and maintain insurance or furnish
similar protection, including, but not limited to, trust funds, letters of
credit, or self-insurance, on behalf of or for any person who is or was a
director, officer, employee, or agent of the corporation, or is or was
serving at the request of the corporation as a director, trustee, officer,
employee, member, manager, or agent of another corporation, domestic or
foreign, nonprofit or for profit, a limited liability company, or a
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partnership, joint venture, trust, or other enterprise, against any
liability asserted against him and incurred by him in any such capacity,
or arising out of his status as such, whether or not the corporation would
have the power to indemnify him against such liability under this section.
Insurance may be purchased from or maintained with a person in which the
corporation has a financial interest.
(8) The authority of a corporation to indemnify persons pursuant to
division (E)(1) or (2) of this section does not limit the payment of
expenses as they are incurred, indemnification, insurance, or other
protection that may be provided pursuant to divisions (E)(5),(6), and (7)
of this section. Divisions (E)(1) and (2) of this section do not create
any obligation to repay or return payments made by the corporation
pursuant to division (E)(5),(6) or (7).
(9) As used in division (E) of this section, "corporation" includes
all constituent entities in a consolidation or merger and the new or
surviving corporation, so that any person who is or was a director,
officer, employee, trustee, member, manager, or agent of such a
constituent entity, or is or was serving at the request of such
constituent entity as a director, trustee, officer, employee, member,
manager, or agent of another corporation, domestic or foreign, nonprofit
or for profit, a limited liability company, a partnership, joint venture,
trust, or other enterprise, shall stand in the same position under this
section with respect to the new or surviving corporation as he would if he
had served the new or surviving corporation in the same capacity.
Article FIVE of the Code of Regulations of the Registrant governs
indemnification by the Registrant and provides as follows:
Section 5.01. Mandatory Indemnification. The corporation shall
indemnify any officer or director of the corporation who was or is a party
or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal,
administrative or investigative (including, without limitation, any action
threatened or instituted by or in the right of the corporation), by reason
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of the fact that he is or was a director, officer, manager or agent of the
corporation, or is or was serving at the request of the corporation as a
director, trustee, officer, employee, member, manager or agent of another
corporation (domestic or foreign, nonprofit or for profit), limited
liability company, partnership, joint venture, trust or other enterprise,
against expenses (including, without limitation, attorneys' fees, filing
fees, court reporters' fees and transcript costs), judgments, fines and
amounts paid in settlement actually and reasonably incurred by him in
connection with such action, suit or proceeding if he acted in good faith
and in a manner he reasonably believed to be in or not opposed to the best
interests of the corporation, and with respect to any criminal action or
proceeding, he had no reasonable cause to believe his conduct was
unlawful. A person claiming indemnification under this Section 5.01 shall
be presumed, in respect of any act or omission giving rise to such claim
for indemnification, to have acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation, and with respect to any criminal matter, to have had no
reasonable cause to believe his conduct was unlawful, and the termination
of any action, suit or proceeding by judgment, order, settlement or
conviction, or upon a plea of nolo contendere or its equivalent, shall
not, of itself, rebut such presumption.
Section 5.02. Court-Approved Indemnification. Anything
contained in the Regulations or elsewhere to the contrary
notwithstanding:
(A) the corporation shall not indemnify any officer or
director of the corporation who was a party to any completed action
or suit instituted by or in the right of the corporation to procure
a judgment in its favor by reason of the fact that he is or was a
director, officer, employee or agent of the corporation, or is or
was serving at the request of the corporation as a director,
trustee, officer, employee, member, manager or agent of another
corporation (domestic or foreign, nonprofit or for profit), limited
liability company, partnership, joint venture, trust or other
enterprise, in respect of any claim, issue or matter asserted in
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such action or suit as to which he shall have been adjudged to be
liable for acting with reckless disregard for the best interests of
the corporation or misconduct (other than negligence) in the
performance of his duty to the corporation unless and only to the
extent that the Court of Common Pleas of Franklin County, Ohio or
the court in which such action or suit was brought shall determine
upon application that, despite such adjudication of liability, and
in view of all the circumstances of the case, he is fairly and
reasonably entitled to such indemnity as such Court of Common Pleas
or such other court shall deem proper; and
(B) the corporation shall promptly make any such unpaid
indemnification as is determined by a court to be proper as
contemplated by this Section 5.02.
Section 5.03. Indemnification for Expenses. Anything contained in
the Regulations or elsewhere to the contrary notwithstanding, to the
extent that an officer or director of the corporation has been successful
on the merits or otherwise in defense of any action, suit or proceeding
referred to in Section 5.01, or in defense of any claim, issue or matter
therein, he shall be promptly indemnified by the corporation against
expenses (including, without limitation, attorneys' fees, filing fees,
court reporters' fees and transcript costs) actually and reasonably
incurred by him in connection therewith.
Section 5.04. Determination Required. Any indemnification required
under Section 5.01 and not precluded under Section 5.02 shall be made by
the corporation only upon a determination that such indemnification of the
officer or director is proper in the circumstances because he has met the
applicable standard of conduct set forth in Section 5.01. Such
determination may be made only (A) by a majority vote of a quorum
consisting of directors of the corporation who were not and are not
parties to, or threatened with, any such action, suit or proceeding, or
(B) if such a quorum is not obtainable or if a majority of a quorum of
disinterested directors so directs, in a written opinion by independent
legal counsel other than an attorney, or a firm having associated with it
an attorney, who has been retained by or who has performed services for
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the corporation, or any person to be indemnified, within the past five
years, or (C) by the shareholders, or (D) by the Court of Common Pleas of
Franklin County, Ohio or (if the corporation is a party thereto) the court
in which such action, suit or proceeding was brought, if any; any such
determination may be made by a court under division (D) of this Section
5.04 at any time [including, without limitation, any time before, during
or after the time when any such determination may be requested of, be
under consideration by or have been denied or disregarded by the
disinterested directors under division (A) or by independent legal counsel
under division (B) or by the shareholders under division (C) of this
Section 5.04]; and no failure for any reason to make any such
determination, and no decision for any reason to deny any such
determination, by the disinterested directors under division (A) or by
independent legal counsel under division (B) or by shareholders under
division (C) of this Section 5.04 shall be evidence in rebuttal of the
presumption recited in Section 5.01. Any determination made by the
disinterested directors under division (A) or by independent legal counsel
under division (B) of this Section 5.04 to make indemnification in respect
of any claim, issue or matter asserted in an action or suit threatened or
brought by or in the right of the corporation shall be promptly
communicated to the person who threatened or brought such action or suit,
and within ten (10) days after receipt of such notification such person
shall have the right to petition the Court of Common Pleas of Franklin
County, Ohio or the court in which such action or suit was brought, if
any, to review the reasonableness of such determination.
Section 5.05. Advances for Expenses. Expenses (including, without
limitation, attorneys' fees, filing fees, court reporters' fees and
transcript costs) incurred in defending any action, suit or proceeding
referred to in Section 5.01 shall be paid by the corporation in advance of
the final disposition of such action, suit or proceeding to or on behalf
of the officer or director promptly as such expenses are incurred by him,
but only if such officer or director shall first agree, in writing, to
repay all amounts so paid in respect of any claim, issue or other matter
asserted in such action, suit or proceeding in defense of which he shall
not have been successful on the merits or otherwise:
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(A) if it shall ultimately be determined as provided in
Section 5.04 that he is not entitled to be indemnified by the
corporation as provided under Section 5.01; or
(B) if, in respect of any claim, issue or other matter
asserted by or in the right of the corporation in such action or
suit, he shall have been adjudged to be liable for acting with
reckless disregard for the best interests of the corporation or
misconduct (other than negligence) in the performance of his duty to
the corporation, unless and only to the extent that the Court of
Common Pleas of Franklin County, Ohio or the court in which such
action or suit was brought shall determine upon application that,
despite such adjudication of liability, and in view of all the
circumstances, he is fairly and reasonably entitled to all or part
of such indemnification.
Section 5.06. Article FIVE Not Exclusive. The indemnification
provided by this Article FIVE shall not be exclusive of, and shall be in
addition to, any other rights to which any person seeking indemnification
may be entitled under the Articles, the Regulations, any agreement, a vote
of shareholders or disinterested directors, or otherwise, both as to
action in his official capacity and as to action in another capacity while
holding such office, and shall continue as to a person who has ceased to
be an officer or director of the corporation and shall inure to the
benefit of the heirs, executors, and administrators of such a person.
Section 5.07. Insurance. The corporation may purchase and maintain
insurance or furnish similar protection, including but not limited to
trust funds, letters of credit, or self-insurance, on behalf of any person
who is or was a director, officer, employee or agent of the corporation,
or is or was serving at the request of the corporation as a director,
trustee, officer, employee, or agent of another corporation (domestic or
foreign, nonprofit or for profit), partnership, joint venture, trust or
other enterprise, against any liability asserted against him and incurred
by him in any such capacity, or arising out of his status as such, whether
or not the corporation would have the obligation or the power to indemnify
him against such liability under the provisions of this Article FIVE.
Insurance may be purchased from or maintained with a person in which the
corporation has a financial interest.
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Section 5.08. Certain Definitions. For purposes of this
Article FIVE, and as examples and not by way of limitation:
(A) A person claiming indemnification under this Article FIVE
shall be deemed to have been successful on the merits or otherwise
in defense of any action, suit or proceeding referred to in Section
5.01, or in defense of any claim, issue or other matter therein, if
such action, suit or proceeding shall be terminated as to such
person, with or without prejudice, without the entry of a judgment
or order against him, without a conviction of him, without the
imposition of a fine upon him and without his payment or agreement
to pay any amount in settlement thereof (whether or not any such
termination is based upon a judicial or other determination of the
lack of merit of the claims made against him or otherwise results in
a vindication of him); and
(B) References to an "other enterprise" shall include employee
benefit plans; references to a "fine" shall include any excise taxes
assessed on a person with respect to an employee benefit plan; and
references to "serving at the request of the corporation" shall
include any service as a director, officer, employee or agent of the
corporation which imposes duties on, or involves services by, such
director, officer, employee or agent with respect to an employee
benefit plan, its participants or beneficiaries; and a person who
acted in good faith and in a manner he reasonably believed to be in
the best interests of the participants and beneficiaries of an
employee benefit plan shall be deemed to have acted in a manner "not
opposed to the best interests of the corporation" within the meaning
of that term as used in this Article FIVE.
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Section 5.09. Venue. Any action, suit or proceeding to determine a
claim for indemnification under this Article FIVE may be maintained by the
person claiming such indemnification, or by the corporation, in the Court
of Common Pleas of Franklin County, Ohio. The corporation and (by claiming
such indemnification) each such person consent to the exercise of
jurisdiction over its or his person by the Court of Common Pleas of
Franklin County, Ohio in any such action, suit or proceeding.
Section 12(p) of the Karrington Health, Inc. 1996 Incentive Stock
Plan (the "Plan") provides for the indemnification of members of the Board of
Directors of the Registrant and of the Compensation Committee of such Board
which administers the Plan. Section 12(p) provides as follows:
(D) INDEMNIFICATION. Each person who is or shall have been a
member of the Committee or of the Board shall be indemnified and
held harmless by the Company against and from any loss, cost,
liability or expense that may be imposed upon or reasonably incurred
by him in connection with or resulting from any claim, action, suit
or proceeding to which he may be made a party or in which he may be
involved by reason of any action taken or failure to act under the
Plan and against and from any and all amounts paid by him in
settlement thereof, with the Company's approval, or paid by him in
satisfaction of any judgment in any such action, suit or proceeding
against him, provided he shall give the Company an opportunity, at
its own expense, to handle and defend the same before he undertakes
to handle and defend it on his own behalf. The foregoing right of
indemnification shall not be exclusive and shall be independent of
any other rights of indemnification to which such persons may be
entitled under the Company's Certificate of Incorporation or
By-laws, by contract, as a matter of law, or otherwise.
The Registrant has purchased insurance coverage under policies
issued by National Union Fire Insurance Co. (AIG), which insure directors and
officers against certain liabilities which might be incurred by them in such
capacities.
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Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits.
See the Index to Exhibits attached hereto at page II-17.
Item 9. Undertakings.
A. The undersigned Registrant 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 of 1933;
(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; and
(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 A(1)(i) and A(1)(ii) do not apply if
the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed by the Registrant
pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of
1934 that are incorporated by reference in this registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, 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.
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(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.
B. The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing
of the Registrant's annual report pursuant to Section 13(a) or
Section 15(d) of the Securities Exchange Act of 1934 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.
C. Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the provisions described in
Item 6 of this Part II, or otherwise, the Registrant 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
Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered,
the Registrant 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 Act and will be
governed by the final adjudication of such issue.
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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 the City of Columbus, State of Ohio, on the 27th day of November,
1996.
KARRINGTON HEALTH, INC.
By: /s/ Richard R. Slager
____________________________________________
Richard R. Slager, Chairman of the Board,
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities indicated and on the 27th day of November, 1996.
Signature Title
--------- -----
/s/ Richard R. Slager* Chairman of the Board, President and Chief
Richard R. Slager Executive Officer (PRINCIPAL EXECUTIVE OFFICER)
/s/ Alan B. Satterwhite* Director, Chief Operating Officer and Chief
Alan B. Satterwhite Financial Officer (PRINCIPAL FINANCIAL AND
ACCOUNTING OFFICER)
/s/ John S. Christie* Director
John S. Christie
/s/ Bernadine P. Healy* Director
Bernadine P. Healy
/s/ David H. Hoag* Director
David H. Hoag
/s/ John H. McConnell* Director
John H. McConnell
/s/ Charles H. McCreary* Director
Charles H. McCreary
/s/ James V. Pickett* Director
James V. Pickett
/s/ Harold A. Poling* Director
Harold A. Poling
/s/ Michael H. Thomas* Director
Michael H. Thomas
/s/ Robert D. Walter* Director
Robert D. Walter
* By Power of Attorney
/s/ Richard R. Slager
Attorney-in-Fact
II-15
<PAGE>
INDEX TO EXHIBITS
Exhibit No. Description Page No.
----------- ----------- --------
4(a) Amended Articles of Incorporation Incorporated herein by
of Karrington Health, Inc. reference to Amendment No. 1
to Registrant's Registration
Statement on Form S-1 filed
on June 18, 1996
(Registration No. 333-3491)
[Exhibit 3.1]
4(b) Code of Regulations of Karrington Incorporated herein by
Health, Inc. reference to Amendment No. 1
to Registrant's Registration
Statement on Form S-1 filed
on June 18, 1996
(Registration No. 333-3491)
[Exhibit 3.2]
4(c) Karrington Health, Inc. 1996 Incorporated herein by
Incentive Stock Plan reference to Amendment No. 1
to Registrant's Registration
Statement on Form S-1 filed
on June 18, 1996
(Registration No. 333-
3491) [Exhibit 10.1]
5 Opinion of Vorys, Sater, Seymour Pages 18 and 19.
and Pease, counsel to Registrant
23.1 Consent of Ernst & Young LLP Page 20.
23(b) Consent of Deloitte & Touche LLP Page 21.
23(c) Consent of Vorys, Sater, Seymour Filed as part of Exhibit 5
and Pease, counsel to Registrant hereof.
24 Powers of Attorney Pages 22-33.
II-16
Exhibit 5
(614) 464-6400
November 27, 1996
Board of Directors
Karrington Health, Inc.
919 Old Henderson Road
Columbus, Ohio 43220
Gentlemen:
We are familiar with the proceedings taken and proposed to be taken
by Karrington Health, Inc., an Ohio corporation (the "Company"), in connection
with the institution of the Karrington Health, Inc. 1996 Incentive Stock Plan
(the "1996 Plan"), the granting of options to purchase common shares, without
par value (the "Common Shares"), of the Company pursuant to the 1996 Plan, the
issuance and sale of Common Shares of the Company upon exercise of options
granted and to be granted under the 1996 Plan, the granting of "Restricted
Stock," "Unrestricted Stock" and "Performance Awards" (as those terms are
defined in the 1996 Plan) under the 1996 Plan, and the offering of Common Shares
under the "Stock Purchase Plan" portion of the 1996 Plan, all as described in
the Registration Statement on Form S-8 (the "Registration Statement") to be
filed with the Securities and Exchange Commission on November 27, 1996. The
purpose of the Registration Statement is to register 550,000 Common Shares
reserved for issuance under the 1996 Plan pursuant to the provisions of the
Securities Act of 1933, as amended, and the rules and regulations promulgated
thereunder.
In connection with this opinion, we have examined an original or
copy of, and have relied upon the accuracy of, without independent verification
or investigation: (a) the Registration Statement; (b) the 1996 Plan; (c) the
Company's Amended Articles; (d) the Company's Code of Regulations; and (e)
certain proceedings of the directors and of the shareholders of the Company. We
have also relied upon such representations of the Company and officers of the
Company and such authorities of law as we have deemed relevant as a basis for
this opinion.
<PAGE>
We have relied solely upon the examinations and inquiries recited
herein, and we have not undertaken any independent investigation to determine
the existence or absence of any facts, and no inference as to our knowledge
concerning such facts should be drawn.
Based upon and subject to the foregoing and the further
qualifications and limitations set forth below, as of the date hereof, we are of
the opinion that after the 550,000 Common Shares of the Company to be registered
under the Registration Statement have been issued and delivered by the Company
upon the exercise of options under the 1996 Plan against payment of the purchase
price therefor, upon settlement of Performance Awards granted under the 1996
Plan, upon grant of Restricted Stock under the 1996 Plan and upon payment of the
purchase price of Common Shares offered under the Stock Purchase Plan, in each
case in accordance with the terms of the 1996 Plan, said Common Shares will be
validly issued, fully paid and non-assessable, assuming compliance with
applicable federal and state securities laws.
Our opinion is limited to the General Corporation Law of Ohio in
effect as of the date hereof. This opinion is furnished by us solely for the
benefit of the Company in connection with the offering of the Common Shares
pursuant to the 1996 Plan and the filing of the Registration Statement and any
amendments thereto. This opinion may not be relied upon by any other person or
assigned, quoted or otherwise used without our specific written consent.
Notwithstanding the foregoing, we consent to the filing of this
opinion as an exhibit to the Registration Statement and to the reference to us
therein.
Very truly yours,
VORYS, SATER, SEYMOUR AND PEASE
-2-
Exhibit 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement (Form
S-8) pertaining to the Karrington Health, Inc. 1996 Incentive Stock Plan of our
report dated January 19, 1996, except for Notes 9 and 10 as to which the date is
July 18, 1996, with respect to the consolidated financial statements of
Karrington Health, Inc. included in its Registration Statement on Form S-1 dated
July 18, 1996, filed with the Securities and Exchange Commission.
/s/ Ernst & Young
Columbus, Ohio
November 26, 1996
Exhibit 23(b)
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
Karrington Health, Inc. on Form S-8 of our report on Karrington Operating
Company (a partnership) dated January 24, 1995, appearing in the Prospectus,
which is part of Registration Statement No. 33-03491 (as amended), of Karrington
Health, Inc.
DELOITTE & TOUCHE LLP
Columbus, Ohio
November 26, 1996
- --------------------------------------------------------------------------------
Exhibit 24
- --------------------------------------------------------------------------------
POWERS OF ATTORNEY
The undersigned officer and/or director of Karrington Health, Inc.
(the "Company"), does hereby constitute and appoint Richard R. Slager, Alan B.
Satterwhite and Mark N. Mace, or any of them, my true and lawful attorneys and
agents, each with power of substitution, to do any and all acts and things in my
name and on my behalf in any and all capacities, and to execute any and all
instruments for me and in my name in any and all capacities, which said
attorneys or agents, or any of them, may deem necessary or advisable to enable
the Company to comply with the Securities Act of 1933, as amended, and any
rules, regulations and requirements of the Securities and Exchange Commission,
in connection with the filing of a Registration Statement on Form S-8 in
connection with the offering of 550,000 Common Shares of the Company pursuant to
the Karrington Health, Inc. 1996 Incentive Stock Plan, including specifically
but without limitation, power and authority to sign for me in my name in any and
all capacities, any and all amendments (including post-effective amendments) to
such Registration Statement; and I do hereby ratify and confirm all that the
said attorneys and agents, or their substitute or substitutes, or any of them,
shall do or cause to be done by virtue hereof.
/s/ Richard R. Slager
Richard R. Slager
<PAGE>
POWER OF ATTORNEY
The undersigned officer and/or director of Karrington Health, Inc.
(the "Company"), does hereby constitute and appoint Richard R. Slager, Alan B.
Satterwhite and Mark N. Mace, or any of them, my true and lawful attorneys and
agents, each with power of substitution, to do any and all acts and things in my
name and on my behalf in any and all capacities, and to execute any and all
instruments for me and in my name in any and all capacities, which said
attorneys or agents, or any of them, may deem necessary or advisable to enable
the Company to comply with the Securities Act of 1933, as amended, and any
rules, regulations and requirements of the Securities and Exchange Commission,
in connection with the filing of a Registration Statement on Form S-8 in
connection with the offering of 550,000 Common Shares of the Company pursuant to
the Karrington Health, Inc. 1996 Incentive Stock Plan, including specifically
but without limitation, power and authority to sign for me in my name in any and
all capacities, any and all amendments (including post-effective amendments) to
such Registration Statement; and I do hereby ratify and confirm all that the
said attorneys and agents, or their substitute or substitutes, or any of them,
shall do or cause to be done by virtue hereof.
/s/ Alan B. Satterwhite
Alan B. Satterwhite
<PAGE>
POWER OF ATTORNEY
The undersigned officer and/or director of Karrington Health, Inc.
(the "Company"), does hereby constitute and appoint Richard R. Slager, Alan B.
Satterwhite and Mark N. Mace, or any of them, my true and lawful attorneys and
agents, each with power of substitution, to do any and all acts and things in my
name and on my behalf in any and all capacities, and to execute any and all
instruments for me and in my name in any and all capacities, which said
attorneys or agents, or any of them, may deem necessary or advisable to enable
the Company to comply with the Securities Act of 1933, as amended, and any
rules, regulations and requirements of the Securities and Exchange Commission,
in connection with the filing of a Registration Statement on Form S-8 in
connection with the offering of 550,000 Common Shares of the Company pursuant to
the Karrington Health, Inc. 1996 Incentive Stock Plan, including specifically
but without limitation, power and authority to sign for me in my name in any and
all capacities, any and all amendments (including post-effective amendments) to
such Registration Statement; and I do hereby ratify and confirm all that the
said attorneys and agents, or their substitute or substitutes, or any of them,
shall do or cause to be done by virtue hereof.
/s/ John S. Christie
John S. Christie
<PAGE>
POWER OF ATTORNEY
The undersigned officer and/or director of Karrington Health, Inc.
(the "Company"), does hereby constitute and appoint Richard R. Slager, Alan B.
Satterwhite and Mark N. Mace, or any of them, my true and lawful attorneys and
agents, each with power of substitution, to do any and all acts and things in my
name and on my behalf in any and all capacities, and to execute any and all
instruments for me and in my name in any and all capacities, which said
attorneys or agents, or any of them, may deem necessary or advisable to enable
the Company to comply with the Securities Act of 1933, as amended, and any
rules, regulations and requirements of the Securities and Exchange Commission,
in connection with the filing of a Registration Statement on Form S-8 in
connection with the offering of 550,000 Common Shares of the Company pursuant to
the Karrington Health, Inc. 1996 Incentive Stock Plan, including specifically
but without limitation, power and authority to sign for me in my name in any and
all capacities, any and all amendments (including post-effective amendments) to
such Registration Statement; and I do hereby ratify and confirm all that the
said attorneys and agents, or their substitute or substitutes, or any of them,
shall do or cause to be done by virtue hereof.
/s/ Bernadine P. Healy
Bernadine P. Healy
<PAGE>
POWER OF ATTORNEY
The undersigned officer and/or director of Karrington Health, Inc.
(the "Company"), does hereby constitute and appoint Richard R. Slager, Alan B.
Satterwhite and Mark N. Mace, or any of them, my true and lawful attorneys and
agents, each with power of substitution, to do any and all acts and things in my
name and on my behalf in any and all capacities, and to execute any and all
instruments for me and in my name in any and all capacities, which said
attorneys or agents, or any of them, may deem necessary or advisable to enable
the Company to comply with the Securities Act of 1933, as amended, and any
rules, regulations and requirements of the Securities and Exchange Commission,
in connection with the filing of a Registration Statement on Form S-8 in
connection with the offering of 550,000 Common Shares of the Company pursuant to
the Karrington Health, Inc. 1996 Incentive Stock Plan, including specifically
but without limitation, power and authority to sign for me in my name in any and
all capacities, any and all amendments (including post-effective amendments) to
such Registration Statement; and I do hereby ratify and confirm all that the
said attorneys and agents, or their substitute or substitutes, or any of them,
shall do or cause to be done by virtue hereof.
/s/ David H. Hoag
David H. Hoag
<PAGE>
POWER OF ATTORNEY
The undersigned officer and/or director of Karrington Health, Inc.
(the "Company"), does hereby constitute and appoint Richard R. Slager, Alan B.
Satterwhite and Mark N. Mace, or any of them, my true and lawful attorneys and
agents, each with power of substitution, to do any and all acts and things in my
name and on my behalf in any and all capacities, and to execute any and all
instruments for me and in my name in any and all capacities, which said
attorneys or agents, or any of them, may deem necessary or advisable to enable
the Company to comply with the Securities Act of 1933, as amended, and any
rules, regulations and requirements of the Securities and Exchange Commission,
in connection with the filing of a Registration Statement on Form S-8 in
connection with the offering of 550,000 Common Shares of the Company pursuant to
the Karrington Health, Inc. 1996 Incentive Stock Plan, including specifically
but without limitation, power and authority to sign for me in my name in any and
all capacities, any and all amendments (including post-effective amendments) to
such Registration Statement; and I do hereby ratify and confirm all that the
said attorneys and agents, or their substitute or substitutes, or any of them,
shall do or cause to be done by virtue hereof.
/s/ John H. McConnell
John H. McConnell
<PAGE>
POWER OF ATTORNEY
The undersigned officer and/or director of Karrington Health, Inc.
(the "Company"), does hereby constitute and appoint Richard R. Slager, Alan B.
Satterwhite and Mark N. Mace, or any of them, my true and lawful attorneys and
agents, each with power of substitution, to do any and all acts and things in my
name and on my behalf in any and all capacities, and to execute any and all
instruments for me and in my name in any and all capacities, which said
attorneys or agents, or any of them, may deem necessary or advisable to enable
the Company to comply with the Securities Act of 1933, as amended, and any
rules, regulations and requirements of the Securities and Exchange Commission,
in connection with the filing of a Registration Statement on Form S-8 in
connection with the offering of 550,000 Common Shares of the Company pursuant to
the Karrington Health, Inc. 1996 Incentive Stock Plan, including specifically
but without limitation, power and authority to sign for me in my name in any and
all capacities, any and all amendments (including post-effective amendments) to
such Registration Statement; and I do hereby ratify and confirm all that the
said attorneys and agents, or their substitute or substitutes, or any of them,
shall do or cause to be done by virtue hereof.
/s/ Charles H. McCreary
Charles H. McCreary
<PAGE>
POWER OF ATTORNEY
The undersigned officer and/or director of Karrington Health, Inc.
(the "Company"), does hereby constitute and appoint Richard R. Slager, Alan B.
Satterwhite and Mark N. Mace, or any of them, my true and lawful attorneys and
agents, each with power of substitution, to do any and all acts and things in my
name and on my behalf in any and all capacities, and to execute any and all
instruments for me and in my name in any and all capacities, which said
attorneys or agents, or any of them, may deem necessary or advisable to enable
the Company to comply with the Securities Act of 1933, as amended, and any
rules, regulations and requirements of the Securities and Exchange Commission,
in connection with the filing of a Registration Statement on Form S-8 in
connection with the offering of 550,000 Common Shares of the Company pursuant to
the Karrington Health, Inc. 1996 Incentive Stock Plan, including specifically
but without limitation, power and authority to sign for me in my name in any and
all capacities, any and all amendments (including post-effective amendments) to
such Registration Statement; and I do hereby ratify and confirm all that the
said attorneys and agents, or their substitute or substitutes, or any of them,
shall do or cause to be done by virtue hereof.
/s/ James V. Pickett
James V. Pickett
<PAGE>
POWER OF ATTORNEY
The undersigned officer and/or director of Karrington Health, Inc.
(the "Company"), does hereby constitute and appoint Richard R. Slager, Alan B.
Satterwhite and Mark N. Mace, or any of them, my true and lawful attorneys and
agents, each with power of substitution, to do any and all acts and things in my
name and on my behalf in any and all capacities, and to execute any and all
instruments for me and in my name in any and all capacities, which said
attorneys or agents, or any of them, may deem necessary or advisable to enable
the Company to comply with the Securities Act of 1933, as amended, and any
rules, regulations and requirements of the Securities and Exchange Commission,
in connection with the filing of a Registration Statement on Form S-8 in
connection with the offering of 550,000 Common Shares of the Company pursuant to
the Karrington Health, Inc. 1996 Incentive Stock Plan, including specifically
but without limitation, power and authority to sign for me in my name in any and
all capacities, any and all amendments (including post-effective amendments) to
such Registration Statement; and I do hereby ratify and confirm all that the
said attorneys and agents, or their substitute or substitutes, or any of them,
shall do or cause to be done by virtue hereof.
/s/ Harold A. Poling
Harold A. Poling
<PAGE>
POWER OF ATTORNEY
The undersigned officer and/or director of Karrington Health, Inc.
(the "Company"), does hereby constitute and appoint Richard R. Slager, Alan B.
Satterwhite and Mark N. Mace, or any of them, my true and lawful attorneys and
agents, each with power of substitution, to do any and all acts and things in my
name and on my behalf in any and all capacities, and to execute any and all
instruments for me and in my name in any and all capacities, which said
attorneys or agents, or any of them, may deem necessary or advisable to enable
the Company to comply with the Securities Act of 1933, as amended, and any
rules, regulations and requirements of the Securities and Exchange Commission,
in connection with the filing of a Registration Statement on Form S-8 in
connection with the offering of 550,000 Common Shares of the Company pursuant to
the Karrington Health, Inc. 1996 Incentive Stock Plan, including specifically
but without limitation, power and authority to sign for me in my name in any and
all capacities, any and all amendments (including post-effective amendments) to
such Registration Statement; and I do hereby ratify and confirm all that the
said attorneys and agents, or their substitute or substitutes, or any of them,
shall do or cause to be done by virtue hereof.
/s/ Michael H. Thomas
Michael H. Thomas
<PAGE>
POWER OF ATTORNEY
The undersigned officer and/or director of Karrington Health, Inc.
(the "Company"), does hereby constitute and appoint Richard R. Slager, Alan B.
Satterwhite and Mark N. Mace, or any of them, my true and lawful attorneys and
agents, each with power of substitution, to do any and all acts and things in my
name and on my behalf in any and all capacities, and to execute any and all
instruments for me and in my name in any and all capacities, which said
attorneys or agents, or any of them, may deem necessary or advisable to enable
the Company to comply with the Securities Act of 1933, as amended, and any
rules, regulations and requirements of the Securities and Exchange Commission,
in connection with the filing of a Registration Statement on Form S-8 in
connection with the offering of 550,000 Common Shares of the Company pursuant to
the Karrington Health, Inc. 1996 Incentive Stock Plan, including specifically
but without limitation, power and authority to sign for me in my name in any and
all capacities, any and all amendments (including post-effective amendments) to
such Registration Statement; and I do hereby ratify and confirm all that the
said attorneys and agents, or their substitute or substitutes, or any of them,
shall do or cause to be done by virtue hereof.
/s/ Robert D. Walter
Robert D. Walter
