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As filed with the Securities and Exchange Commission on October 17, 1997
REGISTRATION NO. 333-
________________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
CENTENNIAL HEALTHCARE
CORPORATION
(Exact name of registrant as specified in its charter)
GEORGIA 58-1839701
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
400 PERIMETER CENTER TERRACE,
SUITE 650
ATLANTA, GEORGIA 30346
(Address, including zip code, of registrant's principal executive offices)
WELCARE INTERNATIONAL, INC.
1996 EXECUTIVE STOCK PLAN
(Full title of plan)
ALAN C. DAHL
CHIEF FINANCIAL OFFICER
400 PERIMETER CENTER TERRACE
SUITE 650
ATLANTA, GEORGIA 30346
(770) 698-9040
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
COPY TO:
PAUL A. QUIROS, ESQ.
KING & SPALDING
191 PEACHTREE STREET
ATLANTA, GEORGIA 30303-1763
(404) 572-4600
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CALCULATION OF REGISTRATION FEE
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Proposed Maximum Proposed Maximum
Amount to Offering Price Per Aggregate Offering Amount of
Title of Securities to be Registered be Registered Share(1) Price(1) Registration Fee
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<S> <C> <C> <C> <C>
Common Stock, par value $.01 per share.. 383,163 $15.17 $5,812,583 $1762
- --------------------------------------------------------------------------------------------------------------------
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(1) Estimated solely for the purpose of computing the registration fee pursuant
to Rule 457(h) on the basis of the average price of the total of (i)
options previously granted for approximately 230,000 shares of Common Stock
of Registrant pursuant to the WelCare International, Inc. 1996 Executive
Stock Plan (the "Plan") at an exercise price of $14.03 per share, (ii)
options previously granted for approximately 138,000 shares of Common Stock
of the Registrant pursuant to the Plan at an exercise price of $16.00 per
share, and (iii) the average of the high and low prices of the Registrant's
Common Stock on October 15, 1997 as reported by the Nasdaq National Market
for approximately 15,000 shares of Common Stock under the Plan for which
options have not been granted.
________________________________________________________________________________
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PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
The document(s) containing the information specified in Part I of Form S-8
will be sent or given to participating employees as specified by Rule 428(b)(1)
of the Securities Act of 1933, as amended (the "Securities Act"). These
documents and the documents incorporated by reference in this registration
statement (the "Registration Statment") pursuant to Item 3 of Part II below,
taken together, constitute a prospectus that meets the requirements of Section
10(a) of the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
---------------------------------------
The following documents have been previously filed by the Registrant with the
Securities and Exchange Commission (the "Commission") and are incorporated by
reference in this Registration Statement:
(a) The Registrant's Prospectus dated July 2, 1997;
(b) The Registrant's Quarterly Report on Form 10-Q for the quarter ended June
30, 1997 as filed with the Commission on August 14, 1997; and
(c) The description of the Registrant's common stock, par value $.01 per
share ("Common Stock"), contained in the Registration Statement on Form 8-A,
dated June 27, 1997, filed under the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), including any amendment filed for the purpose of updating
such description.
In addition, all documents filed by the Registrant subsequent to the date of
this Registration Statement pursuant to Sections 13(a), 13(c), 14 and 15(d) of
the Exchange Act, and prior to the filing of a post-effective amendment to this
Registration Statement that indicate that all securities offered hereunder have
been sold or that deregister all securities then remaining unsold shall be
deemed to be incorporated by reference in this Registration Statement and to be
a part of this Registration Statement from the date of filing of such documents.
Item 4. Description of Securities.
-------------------------
Not applicable.
Item 5. Interest of Named Experts and Counsel.
-------------------------------------
Not applicable.
Item 6. Indemnification of Directors and Officers.
-----------------------------------------
In accordance with the Georgia Business Corporation Code ("GBCC"), the
Registrant's Third Amended and Restated Articles of Incorporation (the
"Articles") provide that directors of the Registrant shall not be liable to the
Registrant or its shareholders for monetary damages for breach of duty of care
or other duty as a director, except: (A) for any appropriation, in violation of
the director's duties, of any business opportunity of the Registrant; (B) for
acts or omissions which involve intentional misconduct or a knowing violation of
law; (C) for unlawful payments of dividends or unlawful stock repurchases and
redemptions; or (D) for any transaction from which the director received an
improper personal benefit. This provision
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pertains only to breaches of duty by directors in their capacity as directors
(and not in any other corporate capacity, such as officers) and limits liability
only for breaches of fiduciary duties under Georgia corporate law (and not for
violation of other laws, such as the federal securities laws).
The Registrant's Articles and Amended and Restated Bylaws (the "Bylaws")
provide that the Registrant shall indemnify and hold harmless each of its
directors, officers, employees and agents to the extent that such person is or
was a party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative, by reason of the fact that such person is or was a director,
officer, employee or agent of the Registrant, against expenses (including
reasonable attorneys' fees), judgments, fines and amounts paid in settlement in
connection with such action, suit or proceeding, provided, however, that,
pursuant to the GBCC, no indemnification shall be made for: (1) any
appropriation, in violation of his duties, of any business opportunity of the
Registrant; (2) acts or omissions which involve intentional misconduct or a
knowing violation of law; (3) for unlawful payments of dividends or unlawful
stock repurchases and redemptions; or (4) any transaction from which the
director, officer, employee or agent of the Registrant received an improper
personal benefit.
Pursuant to the Registrant's Bylaws, the Registrant may obtain insurance on
behalf of any director, officer, employee or agent of the Registrant against any
liability asserted against or incurred by such person in any such capacity,
whether or not the Registrant has the power to indemnify such person against
such liability under the Articles, Bylaws or GBCC.
Item 7. Exemption from Registration Claimed.
-----------------------------------
Not applicable.
Item 8. Exhibits.
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Exhibit Description
- ------- -----------
4.1 Third Amended and Restated Articles of Incorporation of Registrant
(incorporated by reference to Exhibit 3.1 of Registrant's Registration
Statement on Form S-1, Registration No. 333-24267).
4.2 Amended and Restated Bylaws of Registrant (incorporated by reference to
Exhibit 3.2 of Registrant's Registration Statement on Form S-1,
Registration No. 333-24267).
4.3 WelCare International, Inc. 1996 Executive Stock Plan (incorporated by
reference to Exhibit 10.2 of Registrant's Registration Statement on Form
S-1, Registration No. 333-24267).
4.4 Form of Stock Option Agreement pursuant to WelCare International, Inc.
1996 Executive Stock Plan (incorporated by reference to Exhibit 10.2 of
Registrant's Registration Statement on Form S-1, Registration No. 333-
24267).
5.1 Opinion of King & Spalding regarding legality of shares being
registered.
23.1 Consent of Coopers & Lybrand, L.L.P.
23.2 Consent of King & Spalding (included in Exhibit 5.1).
24.1 Power of Attorney (included on signature page).
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Item 9. Undertakings.
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The undersigned Registrant hereby undertakes:
(a) (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 this 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 this
Registration Statement;
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in this Registration Statement or any
material change to such information in this 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) 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 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
incorporated by reference in this 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.
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SIGNATURES
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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 Atlanta, State of Georgia, on this 16th day of October, 1997.
CENTENNIAL HEALTHCARE CORPORATION
By: /s/ Alan C. Dahl
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Alan C. Dahl
Executive Vice President and Chief Financial Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Alan C. Dahl and J. Stephen Eaton and each of
them, as true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution for such person 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
documents in connection therewith, with the Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite or necessary to be done in
and about the premises, as fully and to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said attorneys-in-
fact and agents, and any of them, or their substitutes, may lawfully do or cause
to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities and as of
the dates indicated.
Signature Title Date
- --------- ----- ----
/s/ J. Stephen Eaton Chairman of the Board, President October 16, 1997
- ---------------------- and Chief Executive Officer
J. Stephen Eaton (Principal Executive Officer)
/s/ Alan C. Dahl Executive Vice President, October 16, 1997
- ---------------------- Chief Financial Officer and Director
Alan C. Dahl (Principal Financial and Principal
Accounting Officer)
/s/ Andrew M. Paul Director October 17, 1997
- ----------------------
Andrew M. Paul
/s/ James B. Hoover Director October 17, 1997
- ----------------------
James B. Hoover
/s/ Robert A. Ortenzio Director October 17, 1997
- ----------------------
Robert A. Ortenzio
/s/ Bertil D. Nordin Director October 16, 1997
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Bertil D. Nordin
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EXHIBIT INDEX
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Exhibit Description Page
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4.1 Third Amended and Restated Articles of Incorporation of Registrant
(incorporated by reference to Exhibit 3.1 of Registrant's
Registration Statement on Form S-1, Registration No. 333-24267).
4.2 Amended and Restated Bylaws of Registrant (incorporated by reference
to Exhibit 3.2 of Registrant's Registration Statement on Form S-1,
Registration No. 333-24267).
4.3 WelCare International, Inc. 1996 Executive Stock Plan (incorporated
by reference to Exhibit 10.2 of Registrant's Registration Statement
on Form S-1, Registration No. 333-24267).
4.4 Form of Stock Option Agreement pursuant to WelCare International,
Inc. 1996 Executive Stock Plan (incorporated by reference to Exhibit
10.2 of Registrant's Registration Statement on Form S-1, Registration
No. 333-24267).
5.1 Opinion of King & Spalding regarding legality of shares being
registered. 1
23.1 Consent of Coopers & Lybrand, L.L.P. 2
23.2 Consent of King & Spalding (included in Exhibit 5.1).
24.1 Power of Attorney (included on signature page).
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EXHIBIT 5.1
King & Spalding
191 Peachtree Street
Atlanta, Georgia 30303-1763
Telephone (404) 572-4600
Telecopier (404) 572-5100
October 17, 1997
Centennial HealthCare Corporation
400 Perimeter Center Terrace
Suite 650
Atlanta, Georgia 30346
Ladies and Gentlemen:
We have acted as counsel to Centennial HealthCare Corporation (the
"Company") in connection with the filing of a Registration Statement on Form S-8
(the "Registration Statement") under the Securities Act of 1933, as amended,
covering the offering pursuant to the WelCare International, Inc. 1996 Executive
Stock Plan (the "Plan") of up to 383,163 shares (the "Shares") of the Company's
Stock, $.01 par value per share. In connection therewith, we have examined such
corporate records, certificates of public offices and other documents and
records as we have considered necessary or proper for the purpose of this
opinion.
This opinion is limited by and is in accordance with, the January 1, 1992,
edition of the Interpretive Standards applicable to Legal Opinions to Third
Parties in Corporate Transactions adopted by the Legal Opinion Committee of the
Corporate and Banking Law Section of the State Bar of Georgia.
Based on the foregoing, and having regard to legal considerations which we
deem relevant, we are of the opinion that the Shares, when issued and delivered
as described in the Registration Statement and Plan, will be validly issued,
fully paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ King & Spalding
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King & Spalding
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EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the inclusion by reference in this registration statement on Form
S-8 of our report dated March 7, 1997 except for Note 9 as to which the date is
May 27, 1997 and Note 21 as to which the date is June 23, 1997, on our audits
of the consolidated financial statements and financial statement schedules of
Centennial HealthCare Corporation.
/s/ Coopers & Lybrand L.L.P.
Atlanta, Georgia
October 17, 1997
