<PAGE> 1
As filed with the Securities and Exchange Commission on July 31, 1998
Registration No. 333-_____________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------------------
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
HEALTHCARE FINANCIAL PARTNERS, INC.
------------------------------------------------------
(Exact name of Registrant as specified in its charter)
<TABLE>
<S> <C>
DELAWARE 52-1844418
- ------------------------------------------------------------------------------------
(State or other jurisdiction of incorporation I.R.S. Employer Identification No.)
or organization)
</TABLE>
2 WISCONSIN CIRCLE, FOURTH FLOOR, CHEVY CHASE, MARYLAND 20815
(Address of principal executive offices and zip code)
HEALTHCARE FINANCIAL PARTNERS, INC.
1996 STOCK INCENTIVE PLAN
HEALTHCARE FINANCIAL PARTNERS, INC.
1996 DIRECTOR STOCK OPTION PLAN
(Full Title of the Plans)
JOHN K. DELANEY
CHAIRMAN OF THE BOARD AND CHIEF EXECUTIVE OFFICER
HEALTHCARE FINANCIAL PARTNERS, INC.
2 WISCONSIN CIRCLE, FOURTH FLOOR
CHEVY CHASE, MARYLAND 20815
(Name and address of agent for service)
(301) 961-1640
--------------
(Telephone number, including area code, of agent for service)
Copy to:
G. WILLIAM SPEER, ESQ.
POWELL, GOLDSTEIN, FRAZER & MURPHY LLP
191 PEACHTREE STREET, N.E., 16TH FLOOR
ATLANTA, GEORGIA 30303
(404) 572-6600
<PAGE> 2
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------
TITLE OF SECURITIES TO AMOUNT TO BE PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
BE REGISTERED REGISTERED OFFERING PRICE PER AGGREGATE OFFERING REGISTRATION FEE
SHARE PRICE
- --------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $.01 par 1,750,000 shares (1) $48.56(3) $84,980,000(4) $25,069.10(4)
value
- --------------------------------------------------------------------------------------------------------------------
Common Stock, $.01 par 100,000 shares(2) $48.56(3) $ 4,856,000(4) $ 1,432.52(4)
value
- --------------------------------------------------------------------------------------------------------------------
Total 1,850,000 shares $48.56(3) $89,836,000(4) $26,501.62(4)
</TABLE>
(1) Representing shares to be issued and sold by the Registrant upon the
exercise of options granted or to be granted under the Registrant's HealthCare
Financial Partners, Inc. 1996 Stock Incentive Plan (the "Incentive Plan"). This
Registration Statement also covers such indeterminable number of additional
shares as may become issuable to prevent dilution in the event of a stock split,
stock dividend, reclassification or other similar transaction pursuant to the
terms of the Incentive Plan.
(2) Representing shares to be issued and sold by the Registrant upon the
exercise of options granted or to be granted under the Registrant's HealthCare
Financial Partners, Inc. 1996 Director Stock Option Plan (the "Director Plan").
This Registration Statement also covers such indeterminable number of additional
shares as may become issuable to prevent dilution in the event of a stock split,
stock dividend, reclassification or other similar transaction pursuant to the
terms of the Director Plan.
(3) The average of the high and low prices of the Registrant's Common Stock as
reported by the NASDAQ National Market System for July 24, 1998.
(4) 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.
<PAGE> 3
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The documents containing the information specified in Part I of the
Instructions to the Registration Statement on Form S-8 will be sent or given to
employees of the Registrant as required by Rule 428(b)(1) promulgated under the
Securities Act of 1933, as amended (the "Securities Act").
I-1
<PAGE> 4
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed with the Securities and Exchange
Commission (the "Commission") are incorporated herein by reference:
(1) Amendment No. 1 to the Registrant's Annual Report on Form 10-K/A
for the year ended December 31, 1997 (File No. 0-21425);
(2) The Registrant's Quarterly Report on Form 10-Q for the quarter
ended March 31, 1998 (File No. 0-21425); and
(3) The description of the Registrant's Common Stock contained in the
Registrant's Registration Statement on Form S-1 filed with the Commission on
September 20, 1996 (Reg. No. 333-12479).
All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934 (the "Exchange
Act") prior to the filing of a post-effective amendment 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 by reference in this
Registration Statement and to be a part hereof from the date of filing of such
documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Powell, Goldstein, Frazer & Murphy LLP, Atlanta, Georgia, has rendered
an opinion regarding the legality of the shares of Common Stock registered
hereby.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Company is organized under the laws of the State of Delaware. The
Delaware General Corporation Law, as amended (the "DGCL"), provides that a
Delaware corporation has the power generally to indemnify its directors,
officers, employees and other agents (each, a "Corporate Agent") against
expenses and liabilities (including amounts paid in settlement) in connection
with any proceeding involving such person by reason of his being a Corporate
Agent, other than a proceeding by or in the right of the corporation, if such
person 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 proceeding, such person had no reasonable cause to believe his conduct
was unlawful. In the case of an action brought by or in the right of the
corporation, indemnification of a Corporate Agent against expenses is permitted
if such person
II-1
<PAGE> 5
acted in good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the corporation; however, no indemnification is
permitted in respect of any claim, issue or matter as to which such person shall
have been adjudged to be liable to the corporation, unless and only to the
extent that the Court of Chancery or the court in which such proceeding was
brought shall determine 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 such indemnification. To the extent that a
Corporate Agent has been successful on the merits of such proceeding, whether or
not by or in the right of the corporation, or in the defense of any claim, issue
or matter therein, the corporation is required to indemnify the Corporate Agent
for expenses in connection therewith. Expenses incurred by the Corporate Agent
in connection with any proceeding may, under certain circumstances, be paid by
the corporation in advance of the final disposition of the proceeding as
authorized by the board of directors. The power to indemnify and advance the
expenses under the DGCL does not exclude other rights to which a Corporate Agent
may be entitled to under the certificate of incorporation, bylaws, agreement,
vote of stockholders or disinterested directors or otherwise.
Under the DGCL, a Delaware corporation has the power to purchase and
maintain insurance on behalf of any Corporate Agent against any liabilities
asserted against and included by him in such capacity, whether or not the
corporation has the power to indemnify him against such liabilities under the
DGCL,
As permitted by the DGCL, the Company's Amended and Restated
Certificate of Incorporation contains provisions which limit the personal
liability of directors for monetary damages for breach of their fiduciary duties
as directors except to the extent such limitation of liability is prohibited by
the DGCL. In accordance with the DGCL, these provisions do not limit the
liability of any director for any breach of the director's duty of loyalty to
the Company or its stockholders; for acts of omissions not in good faith or
which involved intentional misconduct or a knowing violation of law; for certain
unlawful payments of dividends or stock purchases under Section 174 of the DGCL;
or for any transaction from which the director derives an improper personal
benefit. These provisions do not limit the rights of the Company or any
stockholder to seek an injunction or any other non-monetary relief in the event
of a breach of a director's fiduciary duty. In addition, these provisions apply
only to claims against a director arising out of his role as a director and do
not relieve a director from liability for violations of statutory law, such as
certain liabilities imposed on a director under the federal securities laws.
In addition, the Company's Amended and Restated Certificate of
Incorporation and Amended and Restated Bylaws provide for the indemnification of
Corporate Agents for certain expenses, judgments, fines and payments incurred by
them in connection with the defense or settlement of claims asserted against
them in their capacities as Corporate Agents to the fullest extent authorized by
the DGCL. The Company expects to purchase directors and officers liability
insurance in order to limit its exposure to liability for indemnification of
directors and officers.
In addition, the Company has entered into indemnification agreements
with each of its officers and directors.
II-2
<PAGE> 6
Reference is made to Sections 102(b)(7) and 145 of the DGCL in
connection with the above summary of indemnification, insurance and limitation
of liability.
The purpose of this provision is to assist the Company in retaining
qualified individuals to serve as officers, directors or other Corporate Agents
of the Company by limiting their exposure to personal liability for serving as
such.
The Registrant maintains an insurance policy insuring the Registrant
and its directors and officers and against certain liabilities, including
liabilities under the Securities Act.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
The following exhibits are filed with or incorporated by reference into
this Registration Statement pursuant to Item 601 of Regulation S-K:
<TABLE>
<CAPTION>
Exhibit No. Description
- ----------- ------------
<S> <C>
3.1 Amended and Restated Certificate of Incorporation of the
Registrant. [Incorporated herein by reference to Exhibit 3.1
to the Registrant's Registration Statement on Form S-1 as
filed with the Commission on September 20, 1996 (Reg. No.
333-12479).]
3.2 Certificate of Amendment of the Amended and Restated
Certificate of Incorporation of the Registrant.
3.3 Amended and Restated Bylaws of the Registrant. [Incorporated
herein by reference to Exhibit 3.2 to the Registrant's
Registration Statement on Form S-1 as filed with the
Commission on September 20, 1996 (Reg. No. 333-12479).]
4.1 HealthCare Financial Partners, Inc. 1996 Stock Incentive Plan,
together with form of Incentive Stock Option award.
[Incorporated herein by reference to Exhibit 10.4 to the
Registrant's Registration Statement on Form S-1 as filed with
the Commission on September 20, 1996 (Reg. No. 333-12479).]
4.2 First Amendment to HealthCare Financial Partners, Inc. 1996
Stock Incentive Plan.
4.3 HealthCare Financial Partners, Inc. 1996 Director Stock Option
Plan. [Incorporated herein by reference to Exhibit 10.5 to the
Registrant's Registration Statement on Form S-1 as filed with
the Commission on September 20, 1996 (Reg. No. 333-12479).]
</TABLE>
II-3
<PAGE> 7
<TABLE>
<S> <C>
5 Opinion of Counsel, Powell, Goldstein, Frazer & Murphy LLP
with respect to the securities being registered.
23.1 Consent of Powell, Goldstein, Frazer & Murphy LLP (included in
Exhibit 5).
23.2 Consent of Ernst & Young LLP
23.3 Consent of McGladrey & Pullen, LLP
24 Power of Attorney (see signature page to this Registration
Statement).
</TABLE>
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;
(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;
(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 Exchange Act that are incorporated by
reference in the Registration Statement.
(2) That, for the purpose 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.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
II-4
<PAGE> 8
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 may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions or otherwise, the
Registrant 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 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 Securities Act and will be governed by the final
adjudication of such issue.
II-5
<PAGE> 9
SIGNATURES
Pursuant to the requirements of the Securities Act, 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 Chevy Chase, State of Maryland, on this the 27th day
of July, 1998.
HEALTHCARE FINANCIAL PARTNERS, INC.
By: /s/ Edward P. Nordberg, Jr.
----------------------------------------
Edward P. Nordberg, Jr.
Executive Vice President and Chief
Financial Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints JOHN K. DELANEY, ETHAN D. LEDER and
EDWARD P. NORDBERG, JR. as his true and lawful attorney-in-fact and agent, 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
Commission, granting unto said attorney-in-fact and agent, full power and
authority to do and perform each and every act and thing required 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
attorney-in-fact and agent, or his substitute, could lawfully do or cause to be
done by virtue hereof.
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed below by the following persons in the capacities and
on the date indicated.
<TABLE>
<CAPTION>
Signature Title
- --------- -----
<S> <C> <C>
/s/ John K. Delaney Chairman of the Board, Date: July 27, 1998
- -------------------------- Chief Executive Officer --------------
John K. Delaney and Director
/s/ Ethan D. Leder Vice Chairman of the Date: July 27, 1998
- -------------------------- Board, President and --------------
Ethan D. Leder Director
/s/ Edward P. Nordberg, Jr. Executive Vice Date: July 27, 1998
- -------------------------- President, Chief --------------
Edward P. Nordberg, Jr. Financial Officer and
Director (Principal
Financial Officer)
/s/ Hilde M. Alter Treasurer (Principal Date: July 27, 1998
- -------------------------- Accounting Officer) --------------
Hilde M. Alter
Director Date:
- -------------------------- ------------
John F. Dealy
Director Date:
- -------------------------- ------------
Geoffrey E.D. Brooke
</TABLE>
II-6
<PAGE> 10
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No. Description
- ----------- -----------
<S> <C>
3.1 Amended and Restated Certificate of Incorporation of the Registrant.
[Incorporated herein by reference to Exhibit 3.1 to the Registrant's
Registration Statement on Form S-1 as filed with the Commission on
September 20, 1996 (Reg. No. 333-12479).]
3.2 Certificate of Amendment of the Amended and Restated Certificate of
Incorporation of the Registrant.
3.3 Amended and Restated Bylaws of the Registrant. [Incorporated herein by
reference to Exhibit 3.2 to the Registrant's Registration Statement on
Form S-1 as filed with the Commission on September 20, 1996 (Reg. No.
333-12479).]
4.1 HealthCare Financial Partners, Inc. 1996 Stock Incentive Plan, together
with form of Incentive Stock Option award. [Incorporated herein by
reference to Exhibit 10.4 to the Registrant's Registration Statement on
Form S-1 as filed with the Commission on September 20, 1996 (Reg. No.
333-12479).]
4.2 First Amendment to HealthCare Financial Partners, Inc. 1996 Stock
Incentive Plan.
4.3 HealthCare Financial Partners, Inc. 1996 Director Stock Option Plan.
[Incorporated herein by reference to Exhibit 10.5 to the Registrant's
Registration Statement on Form S-1 as filed with the Commission on
September 20, 1996 (Reg. No. 333-12479).]
5 Opinion of Counsel, Powell, Goldstein, Frazer & Murphy LLP with respect
to the securities being registered.
23.1 Consent of Powell, Goldstein, Frazer & Murphy LLP (included in Exhibit
5).
23.2 Consent of Ernst & Young LLP
23.3 Consent of McGladrey & Pullen, LLP
24 Power of Attorney (see signature page to this Registration Statement).
</TABLE>
II-7
<PAGE> 1
EXHIBIT 3.2
CERTIFICATE OF AMENDMENT
OF THE
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
OF
HEALTHCARE FINANCIAL PARTNERS, INC.
HEALTHCARE FINANCIAL PARTNERS, INC., a corporation organized and
existing under the General Corporation Law of the State of Delaware (the
"Corporation"), does hereby certify as follows:
FIRST: That the directors of the Corporation, by written
consent, adopted a resolution proposing and declaring advisable an
amendment to the Amended and Restated Certificate of Incorporation of
the Corporation to increase the number of shares of Common Stock which
the Corporation is authorized to issue from 30,000,000 to 60,000,000
shares.
SECOND: That thereafter, pursuant to resolution of the directors,
by majority vote of all outstanding stock entitled to vote thereon at a
meeting of stockholders of the Corporation in accordance with Section
222 of the General Corporation Law of the State of Delaware, the
stockholders voted in favor of this amendment to the Amended and
Restated Certificate of Incorporation.
THIRD: That the first paragraph of Article IV of the
Corporation's Amended and Restated Certificate of Incorporation as
amended shall read as follows:
<PAGE> 2
"The total number of shares of capital stock which the Corporation is
authorized to issue is 70,000,000 divided into two classes as follows:
(1) 60,000,000 shares of common stock, $.01 par value per
share ("Common Stock"); and
(2) 10,000,000 shares of preferred stock, $.01 par value
per share ("Preferred Stock")."
FOURTH:This amendment was duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of the State
of Delaware.
IN WITNESS WHEREOF, the Corporation has caused this Certificate of
Amendment to be signed and attested by its duly authorized officers, this 29th
day of May, 1998.
HEALTHCARE FINANCIAL PARTNERS, INC.
By: /s/ John K. Delaney
------------------------
John K. Delaney
Chairman of the Board
ATTESTED BY:
/s/ Steven M. Curwin
- -----------------------------
Steven M. Curwin
Secretary
-2-
<PAGE> 1
Exhibit 4.2
FIRST AMENDMENT TO THE
HEALTHCARE FINANCIAL PARTNERS, INC.
1996 STOCK INCENTIVE PLAN
THIS FIRST AMENDMENT is made as of this 1st day of April, 1998, by
HEALTHCARE FINANCIAL PARTNERS, INC. (the "Company"), a corporation duly
organized and existing under the laws of the State of Delaware.
W I T N E S S E T H:
WHEREAS, the Company maintains the Healthcare Financial Partners, Inc.
1996 Stock Incentive Plan (the "Plan"); and
WHEREAS, the Company desires to amend the Plan to reflect an increase
in the number of shares of common stock;
NOW, THEREFORE, the Plan is hereby amended as follows:
1. By deleting the first sentence of Section 2.2 and
substituting therefor the following:
"Subject to adjustment in accordance with Section 5.2,
1,750,000 shares of Stock (the "Maximum Plan Shares") are hereby
reserved exclusively for issuance pursuant to Stock Incentives."
2. By deleting the last sentence of Section 2.4 and substituting
therefor the following:
"To the extent required under Code Section 162(m) and
regulations thereunder for compensation to be treated as qualified
performance-based compensation, the maximum number of shares of Stock
with respect to which Options or Stock Appreciation Rights may be
granted during any single fiscal year of the Company to any Participant
who is a "covered employee," within the meaning of Code Section 162(m)
and the regulations promulgated thereunder (a "Covered Employee"),
shall not exceed 225,000."
The adoption of this First Amendment as reflected herein is subject to
the approval of the Company's stockholders at the Annual Meeting of Stockholders
to be held on May 28, 1998.
Except as specifically amended hereby, the Plan shall remain in full
force and effect as prior to this First Amendment.
<PAGE> 2
IN WITNESS WHEREOF, the Company has caused this First Amendment to be
executed on the day and year first above written.
HEALTHCARE FINANCIAL PARTNERS, INC.
By: /s/ Edward P. Nordberg, Jr.
-----------------------------------
Title: Executive Vice President,
--------------------------------
Chief Financial Officer
--------------------------------
and Director
--------------------------------
ATTEST:
/s/ Steven M. Curwin
- -----------------------------
Title: Secretary
-----------------------
[CORPORATE SEAL]
2
<PAGE> 1
EXHIBIT 5
[POWELL, GOLDSTEIN, FRAZER & MURPHY LLP LETTERHEAD]
July 31, 1998
HealthCare Financial Partners, Inc.
2 Wisconsin Circle, Fourth Floor
Chevy Chase, Maryland 20815
Re: Registration Statement on Form S-8
HealthCare Financial Partners, Inc. 1996 Stock Incentive Plan and
HealthCare Financial Partners, Inc. 1996 Director Stock Option
Plan
Ladies and Gentlemen:
We have served as counsel for HealthCare Financial Partners, Inc., a
Delaware 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 1,850,000 shares
(the "Shares") of common stock, $.01 par value of the Company, to be issued and
sold by the Company upon the exercise of options granted to certain officers,
directors and key employees of the Company pursuant to the HealthCare Financial
Partners, Inc. 1996 Stock Incentive Plan and the HealthCare Financial Partners,
Inc. Director Stock Option Plan (collectively, the "Plans").
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 authorization of the grants of stock options pursuant to the
Plans as we have deemed necessary and advisable. In 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 governmental officials.
We express no opinion as to matters under or involving the laws of any
jurisdiction other than the corporate law of the State of Delaware.
<PAGE> 2
HealthCare Financial Partners, Inc.
July 31, 1998
Page 2
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 pursuant to the
exercise of options and payment therefor as provided in the Plans and as
contemplated by the Registration Statement, such Shares will be legally and
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,
POWELL, GOLDSTEIN, FRAZER & MURPHY LLP
<PAGE> 1
EXHIBIT 23.2
CONSENT OF ERNST & YOUNG LLP
We consent to the incorporation by reference in the Registration Statement (Form
S-8 No. 333-_____) pertaining to the 1996 Stock Incentive Plan and the 1996
Director Stock Option Plan of HealthCare Financial Partners, Inc. of our report
dated February 12, 1998, with respect to the consolidated financial statements
of HealthCare Financial Partners, Inc. included in its Annual Report (Form
10-K/A) for the year ended December 31, 1997, filed with the Securities and
Exchange Commission.
Ernst & Young LLP
Washington, D.C.
July 27, 1998
<PAGE> 1
EXHIBIT 23.3
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of HealthCare Financial Partners, Inc. for the
registration of 1,850,000 shares of its common stock, of our report dated
September 13, 1996, with respect to the combined financial statements of
HealthCare Financial Partners, Inc. and HealthPartners DEL, L.P. included in
its Annual Report on Form 10-K/A for the year ended December 31, 1997, filed
with the Securities and Exchange Commission.
McGladrey & Pullen, LLP
Charlotte, North Carolina
July 29, 1998
