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U.S. 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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LEXINGTON HEALTHCARE GROUP, INC.
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(Exact Name of Registrant as Specified in Its Charter)
Delaware 06-1468252
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(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification Number)
1577 New Britain Avenue
Farmington, CT 06032
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(Address of Principal Executive Offices)
Lexington Employee Stock Option
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(Full title of the plan)
Consulting Agreements
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(Full title of the plan)
Retainer Agreement
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(Full title of the plan)
Lexington Employee Warrant Plan
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(Full title of the plan)
Harry Dermer, President
1577 New Britain Avenue, Farmington, CT 06032
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(Name and address of agent for service)
(860) 674-2700
(Telephone number, including area code, of agent for service)
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Copies to:
Jeffrey A. Rinde, Esq.
Bondy & Schloss LLP
6 East 43rd Street, 25th Floor
New York, New York 10017
Phone: (212) 661-3535
Fax: (212)972-1677
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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Title of Proposed Proposed
Securities Maximum Maximum
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, 450,000 $0.56 $252,000 $ 665.28 (2)
par value $0.01 shares(1)
per share
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Common Stock, 770,000 $0.56 $431,200 $1,138.37 (4)
par value $0.01 shares(3)
per share
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Common Stock, 250,000 $0.38 $ 95,000 $ 250.80 (6)
par value $0.01 shares(5)
per share
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Common Stock, 1,533,200 $0.56 $858,592 $2,267.68(8)
par value $0.01 shares(7)
per share
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TOTAL 3,003,200 $1,636,792 $4,322.13
shares
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</TABLE>
(1) Represents 450,000 shares issuable upon exercise of options granted to
certain employees of the Registrant. The options are at an exercise price of
100% of the fair market value of the Registrant at the time the option is
granted (other than those options granted to directors and officers which are at
an exercise price of 110% of the fair market value of the Registrant at the time
the option is granted).
(2) Calculated pursuant to Rule 457(h)(1) under the Securities Act based upon
the exercise price for the shares of common stock underlying the options.
(3) Represents 770,000 shares to be issued to certain consultants upon exercise
of options granted at $0.56 per share as compensation for services rendered
pursuant to their consulting agreement.
(4) Calculated pursuant to Rule 457(h)(1) under the Securities Act based upon
the exercise price for the shares of common stock underlying the options.
(5) Common Stock issued to the Registrant's general counsel for legal and
consulting services rendered.
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(6) Estimated solely for purposes of calculating the filing fees and calculated
pursuant to Rule 457(c) under the Securities Act based upon the average of the
bid & asked price as of May 25, 2000.
(7) Represents 1,533,200 shares issuable to certain employees and consultants
upon the exercise of warrants granted by the Registrant to such individuals on
December 30, 1999 and May 23, 2000 at $0.56 per share.
(8) Calculated pursuant to Rule 457(h)(1) under the Securities Act based upon
the exercise price for the shares underlying the warrants.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Note: The document(s) containing the information specified in this Part
I will be sent or given to employees as specified by Rule 428(b)(1). Such
documents need not be filed with the Commission either as part of this
registration statement or as prospectuses or prospectus supplements pursuant to
Rule 424. These documents and the documents incorporated by reference in the
registration statement in Item 3 of Part II of this Form S-8, taken together,
constitute a prospectus that meets the requirements of Section 10(a) of the
Securities Act.
In connection with the Registration Statement on Form S-8 (the
"Registration Statement") of Lexington Healthcare Group, Inc., a Delaware
corporation, (the "Registrant") covers 3,003,200 shares of the Registrant's
common stock, par value $0.01 per share ("Common Stock").
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by the Registrant with the Commission are
incorporated herein by reference:
(a)(i) The Registrant's Annual Report on Form 10-K/A for the
year ended June 30, 1999 and filed with the U.S.
Securities and Exchange Commission on May 24, 2000.
(a)(ii) The Registrant's Annual Report on Form 10-K for the
year ended June 30, 1999 and filed with the U.S.
Securities and Exchange Commission on September 28,
1999.
(b)(i) The Registrant's Quarterly Report on Form 10-Q for
the nine months ended March 31, 2000.
(b)(ii) The Registrant's Quarterly Report on Form 10-Q/A for
the six months ended December 31, 1999.
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(b)(iii) The Registrant's Quarterly Report on Form 10-Q for
the six months ended December 31, 1999;
(b)(iv) The Registrant's Quarterly Report on Form 10-Q for
the three months ended September 30, 1999.
(c) The registration statement on Form 8-A dated March
19, 1997 for registration of certain classes of
securities pursuant to Section 12 of the Exchange
Act. The current description of the Registrant's
common stock is contained in the registration
statement on Form S-1 as filed on February 25, 1997.
In addition, all documents subsequently filed by the Registrant
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the
filing of a post-effective amendment which indicates that all securities
registered hereby have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference herein and to
be a part hereof from the date of the filing of such documents.
Any statement contained herein or in a 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 statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
The Delaware General Corporation Law (the "DGCL"), in general, allows
corporations to indemnify their directors and officers against expenses actual
and reasonable in connection with a proceeding, if the person acted in good
faith and in a manner the person reasonably believed to be in, or not opposed
to, the best interests of the corporation. In the case of a criminal action or
proceeding, the director or officer must have had no reasonable cause to believe
that the person's conduct was unlawful. The DGCL also provides that
indemnification is not exclusive, and a corporation may make any other or
further indemnification under any bylaw, agreement, vote of shareholders or
disinterested directors or otherwise, however no indemnification shall be made
in respect of any claim 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 action was
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brought shall determine that, despite the adjudication of liability but in view
of all the circumstances, such person is fairly and reasonably entitled to
indemnity for such expenses which the court shall deem proper. However,
according to the certificate of incorporation a director will be liable (i) for
breach of the director's duty of loyalty to the corporation or its stockholders,
(ii) for acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law, (iii) for liability under Section 174
of the DGCL, or (iv) for any transaction from which the director derived any
improper personal benefit.
Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits.
Exhibit No. Description
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4.1 Specimen Common Stock Certificate
5.1 * Opinion of Bondy & Schloss LLP as to the legality of the
securities being offered.
23.1 * Consent of DiSanto Bertoline & Company, P.C.
23.2 * Consent of Bondy & Schloss LLP (included in Exhibit 5.1).
24 * Powers of Attorney (included on p. II-4 of this Registration
Statement).
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* Filed herewith.
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 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; (2) That, for the
purpose of determining any liability under the Securities Act
of 1933, as amended (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;
and (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
Securities Exchange Act of 1934 that is incorporated by reference in the
Registration Statement shall be deemed to be a new registration statement
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relating to the securities offered herein, 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 Securities and Exchange
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.
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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 on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Farmington, CT on the 30th day of May, 2000.
LEXINGTON HEALTHCARE GROUP, INC.
By: /s/ Harry Dermer
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Harry Dermer, President
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 on the 30th day of May, 2000.
Signature Title
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/s/ Jack Friedler Chief Executive Officer
------------------------- Chairman of the Board and Director
Jack Friedler
/s/ Harry Dermer President and Director
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Harry Dermer
/s/ Thomas E. Dybick Chief Financial Officer
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Thomas E. Dybick
/s/ Mary Archambault Executive Vice President and Secretary
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Mary Archambault
/s/ Gary Coltek Director
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Gary Coltek
/s/ Dov Berkowitz Director
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Dov Berkowitz, MD
/s/ Lawrence W. Fusco Controller
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Lawrence W. Fusco
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POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Harry Dermer, his true and lawful
attorneys-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) of and supplements to
this Registration Statement and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto such attorneys-in-fact and agent 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, to all intents and purposes and as fully
as they might or could do in person, hereby ratifying and confirming all that
such attorneys-in-fact and agent, or his substitute, may lawfully do or cause to
be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Power of Attorney has been signed by the following persons in the
capacities indicated on the 30th day of May, 2000.
Signature Title
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/s/ Jack Friedler Chief Executive Officer
------------------------- Chairman of the Board and Director
Jack Friedler
/s/ Harry Dermer President and Director
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Harry Dermer
/s/ Thomas E. Dybick Chief Financial Officer
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Thomas E. Dybick
/s/ Mary Archambault Executive Vice President and Secretary
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Mary Archambault
/s/ Gary Coltek Director
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Gary Coltek
/s/ Dov Berkowitz Director
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Dov Berkowitz, MD
/s/ Lawrence W. Fusco Controller
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Lawrence W. Fusco
II-4
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EXHIBIT INDEX
Index and Description of Exhibits.
Exhibit No. Description
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4.1 Specimen Common Stock Certificate
5.1 * Opinion of Bondy & Schloss LLP as to the legality of the
securities being offered.
23.1 * Consent of DiSanto Bertoline & Company, P.C.
23.2 * Consent of Bondy & Schloss LLP (included in Exhibit 5.1).
24 * Powers of Attorney (included on p. II-4 of this Registration
Statement).
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* Filed herewith.
