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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 28, 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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HEALTHCOR HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 75-2294072
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
5720 LBJ FREEWAY, SUITE 550
DALLAS, TEXAS 75240
(214) 233-7744
(Address of principal executive offices, including zip code)
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HEALTHCOR HOLDINGS, INC. 1989 STOCK OPTION PLAN
HEALTHCOR HOLDINGS, INC. 1996 LONG-TERM INCENTIVE PLAN
(Full title of the plans)
S. WAYNE BAZZLE
CHAIRMAN OF THE BOARD AND CHIEF EXECUTIVE OFFICER
5720 LBJ FREEWAY, SUITE 550
DALLAS, TEXAS 75240
(214) 233-7744
(Name, address and telephone number of agent for service)
copy to:
JIM A. WATSON
VINSON & ELKINS L.L.P.
3700 TRAMMELL CROW CENTER
2001 ROSS AVENUE
DALLAS, TEXAS 75201-2975
(214) 220-7700
CALCULATION OF REGISTRATION FEE
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<CAPTION>
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TITLE OF PROPOSED MAXIMUM PROPOSED MAXIMUM
SECURITIES TO BE AMOUNT TO BE OFFERING PRICE AGGREGATE AMOUNT OF
REGISTERED REGISTERED PER SHARE* OFFERING PRICE* REGISTRATION FEE
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<S> <C> <C> <C> <C>
Common Stock, $.01 par
value per share . . . . . 625,000 shares $10.1875 $6,367,188 $2,196
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</TABLE>
* Estimated solely for purposes of calculating the registration fee in
accordance with Rule 457(h) under the Securities Act of 1933, as
amended, and based on the average of the high and low prices of the
Common Stock reported on The Nasdaq National Market on August 21,
1996.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents have been filed with the Securities and
Exchange Commission (the "Commission") by HealthCor Holdings, Inc., a Delaware
corporation (the "Company'), and are incorporated herein by reference and made
a part hereof:
(a) The Company's prospectus dated August 8, 1996, as filed
pursuant to Rule 424(b) under the Securities Act of 1933 (the
"Securities Act") on August 12, 1996; and
(b) The description of the Common Stock contained in the Company's
Form 8-A, dated June 18, 1996, for registration of the Common
Stock pursuant to Section 12(g) of the Securities Exchange Act
of 1934 (the "Exchange Act"), including any amendment or
report filed for the purpose of updating such description.
All documents filed by the Company pursuant to Sections 13(a), 13(c),
14 and 15(d) of the Exchange Act, subsequent to the effective date hereof and
prior to the filing of a post-effective amendment hereto that indicates that
all securities offered hereby have been sold or that deregisters all such
securities then remaining unsold, shall be deemed to be incorporated herein by
reference and to be a part hereof from the date of filing of such documents.
Any statement contained herein or in any 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 so modified or superseded shall not be deemed to
constitute a part of this Registration Statement, except as so modified or
superseded.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Article Eighth of the Certificate of Incorporation of the Company
provides that the Company shall indemnify its officers and directors to the
maximum extent allowed by the Delaware General Corporation Law. Pursuant to
Section 145 of the Delaware General Corporation Law, the Company generally has
the power to indemnify its present and former directors and officers against
expenses and liabilities incurred by them in connection with any suit to which
they are, or are threatened to be made, a party by reason of their serving in
those positions so long as they acted in good faith and in a manner they
reasonably believed to be in, or not opposed to, the best interests of the
Company, and with respect to any criminal action, so long as they had no
reasonable cause to believe their conduct was unlawful. With respect to suits
by or in the right of the Company, however, indemnification is generally
limited to attorneys' fees and other expenses and is not available if the
person is adjudged to be liable to the Company, unless the court determines
that indemnification is appropriate. The statute expressly provides that the
power to indemnify authorized thereby is not exclusive of any rights granted
under any bylaw, agreement, vote of stockholders or disinterested directors, or
otherwise. The Company also has the power to purchase and maintain insurance
for its directors and officers. Additionally, Article Eighth of the
Certificate of Incorporation provides that, in the event that an officer or
director files suit against the Company seeking indemnification of liabilities
or expenses incurred, the burden will be on the Company to prove that the
indemnification would not be permitted under the Delaware General Corporation
Law.
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The preceding discussion of the Company's Certificate of Incorporation
and Section 145 of the Delaware General Corporation Law is not intended to be
exhaustive and is qualified in its entirety by the Certificate of Incorporation
and Section 145 of the Delaware General Corporation Law.
The Company has entered into indemnity agreements with its directors
and officers. Pursuant to such agreements, the Company will, to the extent
permitted by applicable law, indemnify such persons against all expenses,
judgments, fines and penalties incurred in connection with the defense or
settlement of any actions brought against them by reason of the fact that they
were directors or officers of the Company or assumed certain responsibilities
at the direction of the Company.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
Unless otherwise indicated below as being incorporated by reference to
another filing of the Company with the Commission, each of the following
exhibits is filed herewith:
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<S> <C>
4.1 -- HealthCor Holdings, Inc. 1989 Stock Option Plan dated October 18, 1989
(incorporated by reference to Exhibit 10.2 to the Company's Registration
Statement on Form S-1 dated August 8, 1996, File No. 333-5779)
4.2 -- HealthCor Holdings, Inc. 1996 Long-Term Incentive Plan dated June 24, 1996
(incorporated by reference to Exhibit 10.3 to the Company's Registration
Statement on Form S-1 dated August 8, 1996, File No. 333-5779)
4.4 -- Specimen of Common Stock Certificate (incorporated by reference to Exhibit
4.1 to the Company's Registration Statement on Form S-1 dated August 8,
1996, File No. 333-5779)
5.1* -- Opinion of Vinson & Elkins L.L.P.
23.1* -- Consent of Arthur Andersen LLP
23.2* -- Consent of Bell & Company
23.3* -- Consent of Ifft & Barber, Chartered
23.4* -- Consent of Vinson & Elkins L.L.P. (included in its opinion filed as
Exhibit 5.1 hereto)
24.1* -- Power of Attorney (see signature pages hereto)
</TABLE>
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*Filed Herewith
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:
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(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 end of
the estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) (Section
230.424(b) of this chapter) if, in the aggregate, the changes in
volume and price represent no more than a 20% change in the maximum
aggregate offering price set forth in the "Calculation of Registration
Fee" table in the effective 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 (1)(i) and (1)(ii) do not apply if the
registration statement is on Form S-3 (Section 239.13 of this chapter) or
Form S-8 (Section 239.16b of this chapter), and 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 the registration statement.
(2) That, for the purposes 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.
(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) 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 on 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 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 Commission such
indemnification is against public policy as expressed in the Securities
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 director, officer or controlling
person of the Company 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 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.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
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 Dallas, State of Texas, on the 28th day of
August, 1996.
HEALTHCOR HOLDINGS, INC.
By: /s/ S. Wayne Bazzle
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S. Wayne Bazzle
Chairman of the Board and Chief Executive
Officer
Each person whose signature appears below authorizes S. Wayne Bazzle and
Cheryl C. Bazzle, and each of them, each of whom may act without joinder of the
other, to execute in the name of each such person who is then an officer or
director of the Company and to file any amendments to this Registration
Statement 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 respect thereof, in connection
with the registration of the securities which are the subject of this
Registration Statement, which amendments may make such changes in the
Registration Statement as such attorney may deem appropriate. Pursuant to the
requirements of the Securities Act of 1933, this registration statement has
been signed by the following person in the capacities and on the date
indicated.
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<CAPTION>
Signature Capacity Date
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<S> <C> <C>
/s/ S. Wayne Bazzle Chairman of the Board and Chief Executive August 28, 1996
- ------------------------------------ Officer
S. Wayne Bazzle (Principal Executive Officer)
/s/ Cheryl C. Bazzle President, Chief Operating Officer August 28, 1996
- ------------------------------------ and Director
Cheryl C. Bazzle
/s/ Susan L. Belske Vice President and Treasurer August 28, 1996
- ------------------------------------ (Principal Financial and Accounting Officer)
Susan L.Belske
- ------------------------------------ Director August 28, 1996
Michael J. Foster
/s/ Robert B. Crates
- ------------------------------------ Director August 28, 1996
Robert B. Crates
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EXHIBIT INDEX
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EXHIBIT DESCRIPTION OF EXHIBIT
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<S> <C>
4.1 -- HealthCor Holdings, Inc. 1989 Stock Option Plan dated October 18, 1989
(incorporated by reference to Exhibit 10.2 to the Company's Registration
Statement on Form S-1 dated August 8, 1996, File No. 333-5779)
4.2 -- HealthCor Holdings, Inc. 1996 Long-Term Incentive Plan dated June 24, 1996
(incorporated by reference to Exhibit 10.3 to the Company's Registration
Statement on Form S-1 dated August 8, 1996, File No. 333-5779)
4.4 -- Specimen of Common Stock Certificate (incorporated by reference to Exhibit
4.1 to the Company's Registration Statement on Form S-1 dated August 8,
1996, File No. 333-5779)
5.1* -- Opinion of Vinson & Elkins L.L.P.
23.1* -- Consent of Arthur Andersen LLP
23.2* -- Consent of Bell & Company
23.3* -- Consent of Ifft & Barber, Chartered
23.4* -- Consent of Vinson & Elkins L.L.P. (included in its opinion filed as
Exhibit 5.1 hereto)
24.1* -- Power of Attorney (see signature pages hereto)
</TABLE>
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*Filed Herewith
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Exhibit 5.1
[Vinson & Elkins L.L.P. Letterhead]
August 28, 1996
HealthCor Holdings, Inc.
5720 LBJ Freeway, Suite 550
Dallas, Texas 75240
Ladies and Gentlemen:
We have acted as counsel for HealthCor Holdings, Inc., a Delaware corporation
(the "COMPANY"), in connection with the Company's registration under the
Securities Act of 1933 (the "ACT") of 625,000 shares of common stock, par value
$.01 per share (the "SHARES"), of the Company pursuant to the Company's
Registration Statement on Form S-8 to be filed with the Securities and Exchange
Commission (the "Commission") on August 28, 1996 (the "REGISTRATION
STATEMENT").
In reaching the opinions set forth herein, this firm has examined and is
familiar with originals or copies, certified or otherwise, of such documents
and records of the Company and such statutes, regulations and other instruments
as this firm has deemed necessary or advisable for purposes of this opinion,
including (i) the Registration Statement, (ii) the Restated Certificate of
Incorporation of the Company, as filed with the Secretary of State of the State
of Delaware, (iii) the Amended and Restated By-Laws of the Company and (iv)
certain minutes and resolutions of the Board of Directors of the Company.
This firm has assumed that (i) all information contained in all documents
reviewed by this firm is true, correct and complete, (ii) all signatures on all
documents reviewed by this firm are genuine, (iii) all documents submitted to
this firm as originals are true and complete, (iv) all documents submitted to
this firm as copies are true and complete copies of the originals thereof, and
(v) all persons executing and delivering originals or copies of documents
examined by this firm were competent to execute and deliver such documents. In
addition, this firm has assumed that, upon exercise of the stock options
pursuant to which the Shares will be issued (the "OPTIONS"), (i) the Shares
will be issued in accordance with the Company's 1989 Stock Option Plan and the
Company's 1996 Long-Term Incentive Plan described in the Registration Statement
(collectively, the "STOCK OPTION PLANS"), (ii) the full consideration for each
Share shall be paid to the Company and in no event shall be less than the par
value for each Share and (iii) certificates evidencing the Shares will be
properly executed and delivered by the Company in accordance with the Delaware
General Corporation Law (the "DGCL").
Based on the foregoing and having due regard for the legal considerations
this firm deems relevant, this firm is of the opinion that the Shares, when
issued upon exercise of the Options and in accordance with the Stock Option
Plans, will be legally issued by the Company, fully paid and non-assessable.
The opinion expressed above is limited to the laws of the State of Texas, the
DGCL and the federal laws of the United States of America.
<PAGE> 2
This opinion letter may be filed as an exhibit to the Registration Statement.
In giving this consent, this firm does not thereby admit that it comes within
the category of persons whose consent is required under Section 7 of the Act or
the rules and regulations of the Commission promulgated thereunder.
Very truly yours,
/s/ Vinson & Elkins L.L.P.
-2-
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Exhibit 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the use of our
reports for HealthCor Holdings, Inc. and Subsidiaries dated March 29, 1996,
except as to paragraph 3 in Note 14 for which the date is July 26, 1996,
Specialty Med-Equip, Inc., Superior Med-Equip, Inc., and Cross Timbers Visiting
Nurses, Inc., dated December 27, 1995, C. Edward Elsey d/b/a A.M. Medical and
Discount Medical Equipment Company dated December 15, 1995, Colorado I.V.
Associates, Inc. and Specialized Nursing Services, Inc. dated December 21,
1995, RTA Homecare, Inc. and Subsidiary dated November 30, 1995, and Home
Hospital Equipment, Inc. dated July 17, 1995, and to all references to our firm
included in or made part of this registration statement.
/s/ Arthur Andersen LLP
ARTHUR ANDERSEN LLP
Dallas, Texas,
August 26, 1996
<PAGE> 1
Exhibit 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the use of our
reports and to all references to our Firm included in or made part of this
registration statement
/s/ Bell & Company, P.A.
BELL & COMPANY, P.A.
August 26, 1996
<PAGE> 1
Exhibit 23.3
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the use of our report
on Physicians Home Health Network, Inc. dated December 23, 1994, and to all
references to our Firm included in or made part of this registration statement.
/s/ Ifft & Barber, Chartered
IFFT & BARBER, CHARTERED
Leawood, Kansas
August 26, 1996
