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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BALANCED CARE CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 25-1761898
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
5021 LOUISE DRIVE, SUITE 200
MECHANICSBURG, PENNSYLVANIA 17055
(Address of principal executive offices) (Zip Code)
BALANCED CARE CORPORATION 1996 STOCK INCENTIVE PLAN
(Full title of the plan)
BRAD E. HOLLINGER
CHAIRMAN OF THE BOARD, PRESIDENT AND CHIEF EXECUTIVE OFFICER
BALANCED CARE CORPORATION
5021 LOUISE DRIVE, SUITE 200
MECHANICSBURG, PENNSYLVANIA 17055
(Name and address of agent for service)
(717) 796-6100
(Telephone number, including area code, of agent for service)
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CALCULATION OF REGISTRATION FEE
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<S> <C> <C> <C> <C>
TITLE OF PROPOSED PROPOSED AMOUNT OF
SECURITIES AMOUNT TO BE MAXIMUM MAXIMUM REGISTRATION
TO BE REGISTERED REGISTERED OFFERING PRICE AGGREGATE FEE
PER SHARE OFFERING PRICE
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Common Stock, par value $0.001 1,000,000 $7.0625 (1) $7,062,500 $1,963.38
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(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h). The fee is calculated on the basis of the average of
the high and low prices for the Registrant's Common Stock reported on the
American Stock Exchange on December 10, 1998.
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EXPLANATORY NOTE
This Registration Statement is being filed to register an additional
1,000,000 shares of Common Stock, par value $0.001 per share (the "Common
Stock"), of Balanced Care Corporation (the "Registrant") as a result of an
increase in the number of shares of Common Stock issuable under the Registrant's
1996 Stock Incentive Plan. The earlier Registration Statement on Form S-8 filed
by the Registrant with the Commission on May 11, 1998 (File No. 333-52291)
pertaining to the Plan is hereby incorporated by reference. This incorporation
by reference is made pursuant to General Instruction E of Form S-8 regarding the
registration of additional securities of the same class as other securities for
which there has been filed a Registration Statement on Form S-8 relating to the
same employee benefit plan.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed by the Registrant with the Securities and
Exchange Commission (the "Commission") pursuant to the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), are incorporated by reference into
this Registration Statement: (i) the Registrant's Annual Report on Form 10-K for
the year ended June 30, 1998, (ii) the Registrant's Quarterly Report on Form
10-Q for the quarter ended September 30, 1998, and (iii) the description of the
Registrant's Common Stock contained in the Registrant's Registration Statement
on Form 8-A, as the same may be amended.
All documents subsequently filed by the Registrant with the Commission
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after the
date of this Registration Statement, but prior to the filing of a post-effective
amendment to this Registration Statement which indicates that all securities
offered by this Registration Statement have been sold or which deregisters all
such securities then remaining unsold, shall be deemed to be incorporated by
reference into this Registration Statement. Each document incorporated by
reference into this Registration Statement shall be deemed to be a part of this
Registration Statement from the date of filing of such document with the
Commission until the information contained therein is superseded or updated by
any subsequently filed document which is incorporated by reference into this
Registration Statement or by any document which constitutes part of the
prospectus relating to the Registrant's 1996 Stock Incentive Plan meeting the
requirements of Section 10(a) of the Securities Act.
ITEM 8. EXHIBITS.
The following exhibits are filed herewith or incorporated by reference as
part of this Registration Statement:
EXHIBIT NO. DESCRIPTION
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5.1 Opinion of Kirkpatrick & Lockhart LLP as to the legality of the
shares being registered.
23.1 Consent of KPMG Peat Marwick LLP.
23.2 Consent of Kirkpatrick & Lockhart LLP (included in the Opinion
filed as Exhibit 5.1).
24.1 Power of Attorney (set forth on the signature page of this
Registration Statement).
II - 1
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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 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 Mechanicsburg, Commonwealth of Pennsylvania, on this 14th day of
December, 1998.
BALANCED CARE CORPORATION
By: /s/ Brad E. Hollinger
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Brad E. Hollinger
Chairman of the Board, President
and Chief Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints either Brad E. Hollinger or Mark S. Moore his
true and lawful attorneys-in-fact and agents, with full power of substitution
and resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments to this Registration Statement, and
to file the same with all exhibits thereto, and other documentation in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents full power and authority to do and perform
each and every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he or she might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or their substitute or substitutes, may lawfully do or cause to be done
by virtue hereof.
Pursuant to the requirements of the Securities Act, this Registration
Statement and the foregoing Power of Attorney have been signed by the following
persons in the capacities and on the date(s) indicated:
SIGNATURE CAPACITY DATE
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/s/ Brad E. Hollinger Chairman of the Board, December 3, 1998
- ------------------------- President and Chief Executive
Brad E. Hollinger Officer and a Director
(Principal Executive Officer)
/s/ Paul A. Kruis Chief Financial Officer December 14, 1998
- ------------------------- (Principal Financial Officer
Paul A. Kruis and Principal Accounting Officer)
/s/ John M. Brennan Director December 5, 1998
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John M. Brennan
/s/ Bill R. Foster Director December 2, 1998
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Bill R. Foster
/s/ David L. Goldsmith Director December 14, 1998
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David L. Goldsmith
II - 2
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SIGNATURE CAPACITY DATE
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/s/ Edward R. Stolman Director December 4, 1998
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Edward R. Stolman
/s/ George H. Strong Director December 14, 1998
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George H. Strong
/s/ Raymond E. Schultz Director December 14, 1998
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Raymond E. Schultz
II - 3
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
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5.1 Opinion of Kirkpatrick & Lockhart LLP as to the legality of
the shares being registered.
23.1 Consent of KPMG Peat Marwick LLP.
23.2 Consent of Kirkpatrick & Lockhart LLP (included in the Opinion
filed as Exhibit 5.1).
24.1 Power of Attorney (set forth on the signature page of this
Registration Statement).
II - 4
Exhibit 5.1
December 14, 1998
Balanced Care Corporation
5021 Louise Drive, Suite 200
Mechanicsburg, PA 17055
Ladies and Gentlemen:
We are counsel to Balanced Care Corporation, a Delaware corporation (the
"Registrant") and we have acted as counsel to the Registrant in connection with
the Registrant's Registration Statement on Form S-8 (the "Registration
Statement"). The Registration Statement is to be filed with the Securities and
Exchange Commission and relates to the registration under the Securities Act of
1933, as amended, of an aggregate of 1,000,000 shares (the "Shares") of the
Registrant's Common Stock, par value $0.001 per share, in connection with the
Balanced Care Corporation 1996 Stock Incentive Plan (the "Plan").
We are familiar with the Registration Statement and the Plan, and we have
examined the Registrant's Amended and Restated Certificate of Incorporation and
the Registrant's Amended and Restated Bylaws. We have also examined such other
public and corporate documents, certificates, instruments and corporate records,
and such questions of law, as we have deemed necessary or appropriate for the
purpose of this opinion.
Based on the foregoing, we are of the opinion that the Shares, when issued
in accordance with the Plan, will be duly authorized, validly issued, fully paid
and nonassessable.
We hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement.
Yours truly,
/s/ Kirkpatrick & Lockhart LLP
Exhibit 23.1
INDEPENDENT AUDITORS' CONSENT
The Board of Directors
Balanced Care Corporation:
We consent to the incorporation by reference in this Registration Statement on
Form S-8 of Balanced Care Corporation of our report dated August 20, 1998,
related to the consolidated balance sheets of Balanced Care Corporation and
subsidiaries as of June 30, 1998 and 1997 and the related consolidated
statements of operations, stockholders' equity and cash flows for each of the
years in the three-year period ended June 30, 1998, and the related schedule,
which report appears in the June 30, 1998 annual report to stockholders
previously incorporated into Balanced Care Corporation's Annual Report on Form
10-K.
/s/ KPMG Peat Marwick LLP
Baltimore, Maryland
December 11, 1998
