<PAGE>
As filed with the Securities and Exchange Commission on May 27, 1999
Registration No. 333-60387
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_________________________
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
HEALTHCARE FINANCIAL PARTNERS, INC.
-----------------------------------
(Exact name of Registrant as specified in its charter)
Delaware 52-1844418
- --------------------------------------------------------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
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>
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Title of securities Amount to be Proposed maximum Proposed maximum Amount of registration
to be registered registered offering price per share aggregate offering price fee
- ------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $.01 1,750,000 shares(1) $48.56(3) $84,980,000(4) $25,069.10(5)
par value
- ------------------------------------------------------------------------------------------------------------------------
Common Stock, 100,000 shares(2) $48.56(3) $ 4,856,000(4) $ 1,432,52(5)
$.01 par value
- ------------------------------------------------------------------------------------------------------------------------
Total 1,850,000 shares $48.56(3) $89,836,000(4) $26,501.62(5)
- ------------------------------------------------------------------------------------------------------------------------
</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.
(5) Previously paid.
<PAGE>
EXPLANATORY NOTE
HealthCare Financial Partners, Inc. has filed this Post-Effective Amendment
No. 1 to the Registration Statement on Form S-8 (Reg. No. 333-60387) to include
as Exhibit 23.2 the Consent of Ernst & Young LLP.
I-1
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
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:
Exhibit No. Description
- ----------- -----------
3.1 Amended and Restated Certificate of Incorporation of the
Registrant, as amended. [Incorporated herein by reference to
Exhibit 3.1 to the Registrant's Annual Report on Form 10-K as
filed with the Securities and Exchange Commission on March
31, 1999.]
3.2 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
Securities and Exchange 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 Securities and Exchange 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 Securities and Exchange 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.
24 Power of Attorney.*
_______________________
* Previously filed
II-1
<PAGE>
SIGNATURES
----------
Pursuant to the requirements of the Securities Act of 1933, as amended, 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 Post-
Effective Amendment No. 1 to its Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the Town of Chevy
Chase, State of Maryland, on this the 26th day of May, 1999.
HEALTHCARE FINANCIAL PARTNERS, INC.
By: /s/ Edward P. Nordberg, Jr.
-----------------------------------
Edward P. Nordberg, Jr.
Executive Vice President and Chief
Financial Officer
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Post-Effective Amendment No. 1 to Registration Statement has been signed by
the following persons in the capacities and on the date indicated.
Signature Title
--------- -----
John K. Delaney* Chairman of the Board, Date: May 26, 1999
- -------------------------- Chief Executive Officer
John K. Delaney and Director
Ethan D. Leder* Vice Chairman of the Date: May 26, 1999
- -------------------------- Board, President and
Ethan D. Leder Director
Edward P. Nordberg, Jr.* Executive Vice Date: May 26, 1999
- -------------------------- President, Chief
Edward P. Nordberg, Jr. Financial Officer and
Director (Principal
Financial Officer)
Hilde M. Alter* Treasurer (Principal Date: May 26, 1999
- -------------------------- Accounting Officer)
Hilde M. Alter
John F. Dealy* Director Date: May 26, 1999
- --------------------------
John F. Dealy
Geoffrey E.D. Brooke* Director Date: May 26, 1999
- --------------------------
Geoffrey E.D. Brooke
*By: /s/ Edward P. Nordberg, Jr.
---------------------------
Edward P. Nordberg, Jr.
Attorney-in-Fact
II-2
<PAGE>
EXHIBIT INDEX
-------------
Exhibit No. Description
- ----------- -----------
3.1 Amended and Restated Certificate of Incorporation of the
Registrant, as amended. [Incorporated herein by reference to
Exhibit 3.1 to the Registrant's Annual Report on Form 10-K as
filed with the Securities and Exchange Commission on March
31, 1999.]
3.2 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
Securities and Exchange 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 Securities and Exchange 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 Securities and Exchange 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.
24 Power of Attorney.*
_______________________
*Previously filed
<PAGE>
Exhibit 23.2
CONSENT OF ERNST & YOUNG LLP
We consent to the incorporation by reference in the Registration
Statement (Form S-8 No. 333-60387) pertaining to the 1996 Stock Incentive Plan
and the 1996 Director Stock Option Plan of HealthCare Financial Partners, Inc.
of our report dated February 11, 1999, 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, 1998.
Ernst & Young, LLP
Washington, D.C.
May 26, 1999
