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As filed with the Securities and Exchange Commission on May 20, 1998
Registration No. 333-______
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8 REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
IN-HOUSE REHAB CORPORATION
Exact name of Registrant as specified in its charter
Colorado 84-0987697
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(State or other jurisdiction of (I.R.S. Employer Identifi-
incorporation or organization) cation Number)
325 West Main Street, Suite 1400 B, Louisville, Kentucky 40202
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(Address of principal executive offices, including Zip Code)
1996 Stock Option Plan
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(Full title of the plan)
David V. Hall, President
325 West Main Street, Suite 1400 B, Louisville, Kentucky 40202
(502) 568-8923
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(Name, address and telephone number, including area code,
of agent for service)
Copy to:
James P. Beck, Esq.
Krys Boyle Freedman & Sawyer, P.C.
600 Seventeenth Street, Suite 2700 South
Denver, Colorado 80202
(303) 893-2300
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<CAPTION>
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CALCULATION OF REGISTRATION FEE
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Amount
Title of Proposed Maxi- Proposed Maxi- of
Securities to Amount to be mum Offering mum Aggregate Regis-
be Registered be Registered Price Per Share Offering Price tration
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<S> <C> <C> <C> <C>
Common Stock, 1,000,000 $1.8993<FN1> $1,899.300 $560.30
No Par Value Shares
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<FN>
<FN1>
Based on the exercise price of the options outstanding under the 1996 Stock
Option Plan as to 840,499 shares and the average of the closing bid and ask
prices of the Registrant's Common Stock on May 18, 1998, as reported on the
OTC Bulletin Board as to the remaining 159,501 shares.
</FN>
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</TABLE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents previously filed by In-House Rehab Corporation
(the "Company") with the Securities and Exchange Commission under the
Securities Exchange Act of 1934 (the "Exchange Act") are hereby incorporated
herein by reference:
(1) The Company's Annual Report on Form 10-KSB for the fiscal year
ended May 31, 1997.
(2) The Company's Quarterly Report on Form 10-QSB for the quarters
ended August 31, 1997; November 30, 1997; and February 28, 1998.
(3) The Company's Current Reports on Form 8-K dated October 1, 1997
and January 1, 1998.
(4) The description of the Common Stock as contained in the Company's
Registration Statement on Form 10 filed pursuant to Section 12(g) of the
Exchange Act (SEC File No. 0-22155).
In addition, all documents filed by the Company pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date hereof
and prior to the filing of a post-effective amendment which indicates that all
securities offered have been sold or which deregisters all 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.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
As permitted by Colorado law, the Company's Articles of Incorporation
provide that the Company will indemnify its directors and officers against
expenses and liabilities they incur to defend, settle, and satisfy any civil
or criminal action brought against them on account of their being or having
been Company directors or officers unless, in any such action, they are
adjudged to have acted with gross negligence or wilful misconduct. Insofar as
indemnification for liabilities arising under the Securities Act of 1933 may
be permitted to directors, officers or persons controlling the Company
pursuant to the foregoing provisions, the Company has been informed that, in
the opinion of the Securities and Exchange Commission, such indemnification is
against public policy as expressed in that Act and is, therefore,
unenforceable.
Pursuant to the provisions of the Colorado Business Corporation Act, the
Company's Articles of Incorporation exclude personal liability for its
directors for monetary damages based upon any violation of their fiduciary
duties as directors, except as to liability for any breach of the duty of
loyalty, acts or
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omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, acts in violation of Section 7-108-403 of the
Colorado Business Corporation Act, or any transactions from which a director
receives an improper personal benefit.
ITEM 7. EXEMPTION FROM REGISTRATION.
Not applicable.
ITEM 8. EXHIBITS.
The following documents are filed as exhibits to this Registration
Statement:
EXHIBIT
NUMBER TITLE
- ------- -----
4.1 Articles of Incorporation, as amended (incorporated
by reference to Exhibit 3.1 to the Company's Registration
Statement No. on Form 10SB).
4.2 Bylaws(incorporated by reference to Exhibit 3.2 to the
Company's Registration Statement on Form 10SB).
5 Opinion of Krys Boyle Freedman & Sawyer, as to the legality
of the securities being registered
23.1 Consent of Krys Boyle Freedman & Sawyer, P.C. (contained
in its opinion filed as Exhibit 5)
23.2 Consent of Strothman & Company PSC
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 of 1933;
(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 subparagraphs (i) and (ii) do not apply if the
information required to be included in a post-effective amendment by those
subparagraphs is contained in periodic reports filed by the registrant
pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 that
are incorporated by reference in the registration statement.
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(2) That, for the purpose of determining any liability under the
Securities Act of 1933, 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 of 1933, each
filing of the registrant's annual report pursuant to Section 13(a) or 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
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 of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to Item 6, 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 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 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, 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 Louisville, State of Kentucky on the 15th day
of May, 1998.
IN-HOUSE REHAB CORPORATION
By/s/ David V. Hall
David V. Hall, President
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the capaci-
ties and on the dates indicated.
SIGNATURE TITLE DATE
/s/ David V. Hall President and Director May 15, 1998
David V. Hall
/s/ Robert J. Babine Chief Financial Officer, May 15, 1998
Robert J. Babine Treasurer and Director
_______________________________ Director
Chris Brogdon
/s/ Mark P. Clein Director May 15, 1998
Mark P. Clein
/s/ Timothy J. Graven Director May 15, 1998
Timothy M. Graven
/s/ Bert L. Blieden Director May 15, 1998
Bert L. Blieden
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KRYS BOYLE FREEDMAN & SAWYER, P.C.
Attorneys At Law
600 Seventeenth Street, Suite 2700 South Tower
Denver, CO 80202
Telephone: (303) 893-2300
Facsimile: (303) 893-2882
May 19, 1998
In-House Rehab Corporation
Waterfront Plaza
325 West Main Street, Suite 1400B
Louisville, Kentucky 40202
Re: SEC Registration Statement on Form S-8
Gentlemen:
We are counsel for In-House Rehab Corporation, a Colorado corporation
(the "Company") in connection with its registration under the Securities Act
of 1933, as amended (the "Act"), of 1,000,000 shares of common stock which may
be issued upon the exercise of options granted under the Company's 1993 Stock
Option Plan through a Registration Statement on Form S-8 as to which this
opinion is a part, to be filed with the Securities and Exchange Commission
(the "Commission").
In connection with rendering our opinion as set forth below, we have
reviewed and examined originals or copies identified to our satisfaction of
the following:
(1) Articles of Incorporation of the Company as filed with the
Secretary of State of the State of Colorado, as amended.
(2) Minute book containing the written deliberations and resolutions
of the Board of Directors and Shareholders of the Company.
(3) The Registration Statement.
(4) The exhibits to the Registration Statement to be filed with the
Commission.
We have examined such other documents and records, instruments and
certificates of public officials, officers and representatives of the Company,
and have made such other investigations as we have deemed necessary or
appropriate under the circumstances.
Based upon the foregoing and in reliance thereon, it is our opinion that
the 1,000,000 shares of the Company's no par value common stock which may be
issued upon the exercise of options under the 1996 Stock Option Plan will,
upon the purchase, receipt of full payment, issuance and delivery in
accordance
with the terms of such options, be duly and validly authorized, legally
issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion as an exhibit to the
referenced Registration Statement on Form S-8.
Very truly yours,
KRYS BOYLE FREEDMAN & SAWYER, P.C.
By/s/ James P. Beck
James P. Beck
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
We consent to the incorporation in this Registration Statement of
In-House
Rehab Corporation on Form S-8 of our report dated October 28, 1997, on
our audits of the consolidated financial statements of In-House Rehab
Corporation as of May 31, 1997 and 1996 and for the years then ended
appearing in the Company's Annual Report on Form 10-KSB for the fiscal year
ended May 31, 1997.
/s/ Strothman & Company PSC
STROTHMAN & COMPANY PSC
Louisville, Kentucky
May 18, 1998
