<PAGE>
As filed with the Securities and Exchange Commission on November 13, 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)
AMENDED AND RESTATED
CENTENNIAL HEALTHCARE CORPORATION
1997 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
CALCULATION OF REGISTRATION FEE
================================================================================
<TABLE>
<CAPTION>
Proposed
Maximum Proposed
Offering Maximum
Amount to Price Aggregate Amount of
Title of Securities to be be Per Offering Registration
Registered Registered Share(1) Price(1) Fee
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value
$.01 per share............ 482,790 $20.41 $9,853,744 $2,987
- --------------------------------------------------------------------------------
</TABLE>
(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 45,600 shares of Common Stock
of Registrant pursuant to the Amended and Restated Centennial HealthCare
Corporation 1997 Stock Plan (the "Plan") at an exercise price of $16.00 per
share and (ii) the average of the high and low prices of the Registrant's
Common Stock on November 7, 1997 as reported by the Nasdaq National Market
for approximately 437,200 shares of Common Stock under the Plan for which
options have not been granted or stock appreciation rights have not been
awarded.
================================================================================
<PAGE>
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 participants 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 Statement") 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
<PAGE>
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 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.
--------
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 Amended and Restated Centennial HealthCare Corporation 1997 Stock
Plan.
4.4 Form of Stock Option Agreement pursuant to Amended and Restated
Centennial HealthCare Corporation 1997 Stock Plan.
4.5 Form of Non-Employee Director Stock Option Agreement pursuant to
Amended and Restated Centennial HealthCare Corporation 1997 Stock
Plan.
5.1 Opinion of King & Spalding regarding legality of shares being
registered.
23.1 Consent of Coopers & Lybrand L.L.P.
-2-
<PAGE>
23.2 Consent of King & Spalding (included in Exhibit 5.1).
24.1 Power of Attorney (included on signature page).
Item 9. Undertakings.
------------
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.
(a) 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.
(b) 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.
-3-
<PAGE>
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 the City
of Atlanta, State of Georgia, on this 10th day of November, 1997.
CENTENNIAL HEALTHCARE CORPORATION
By: /s/ Alan C. Dahl
--------------------------------------------
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 November 10, 1997
J. Stephen Eaton and Chief Executive Officer
(Principal Executive Officer)
/s/ Alan C. Dahl
- ---------------------- Executive Vice President, November 10, 1997
Alan C. Dahl Chief Financial Officer and Director
(Principal Financial and
Accounting Officer)
/s/ Andrew M. Paul
- ---------------------- Director November 11, 1997
Andrew M. Paul
/s/ James B. Hoover
- ---------------------- Director November 11, 1997
James B. Hoover
/s/ Robert A. Ortenzio
- ---------------------- Director November 11, 1997
Robert A. Ortenzio
/s/ Bertil D. Nordin
- ---------------------- Director November 11, 1997
Bertil D. Nordin
-4-
<PAGE>
EXHIBIT INDEX
-------------
Exhibit Description Page
- ------- ----------- ----
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 Amended and Restated Centennial HealthCare 1
Corporation 1997 Stock Plan.
4.4 Form of Stock Option Agreement pursuant to 18
Amended and Restated Centennial HealthCare
Corporation 1997 Stock Plan.
4.5 Form of Non-Employee Director Stock Option
Agreement pursuant to Amended and Restated
Centennial HealthCare Corporation 1997 Stock
Plan. 24
5.1 Opinion of King & Spalding regarding legality
of shares being registered. 29
23.1 Consent of Coopers & Lybrand L.L.P. 30
23.2 Consent of King & Spalding (included in Exhibit 5.1).
24.1 Power of Attorney (included on signature page).
<PAGE>
EXHIBIT 4.3
-----------
AMENDED AND RESTATED
CENTENNIAL HEALTHCARE CORPORATION
1997 STOCK PLAN
<PAGE>
AMENDED AND RESTATED
CENTENNIAL HEALTHCARE CORPORATION
1997 STOCK PLAN
This following amends and restates the Centennial HealthCare Corporation
1997 Stock Plan and is adopted by the Company as of March 13, 1997.
ARTICLE I
DEFINITIONS
As used herein, the following terms have the following meanings unless the
context clearly indicates to the contrary:
"Award" shall mean a grant of a SAR under the Plan.
-----
"Board" shall mean the Board of Directors of the Company.
-----
"Change in Control" shall mean the occurrence of either of the
-----------------
following events:
(a) A change in the composition of the Board as a result of which
fewer than one-half of the incumbent Directors are Directors who
either:
(i) were Directors of the Company twenty-four (24) months prior
to such change; or
(ii) were elected, or nominated for election, to the Board with
the affirmative votes of at least a majority of the
Directors who had been Directors of the Company twenty-four
(24) months prior to such change and who were still in
office at the time of the election or nomination; or
(b) Any "person" (as such term is used in Sections 13(d) and 14(d) of
the Exchange Act), who, by the acquisition or aggregation of
securities is or becomes the beneficial owner, directly or
indirectly, of securities of the Company representing fifty
percent (50%) or more of the combined voting power of the
Company's then outstanding securities ordinarily (and apart from
rights accruing under special circumstances) having the right to
vote at elections of directors (the "Base Capital Stock"); except
that any change in the relative beneficial ownership of the
Company's securities by any person resulting solely from a
reduction in the aggregate number of outstanding shares of Base
Capital Stock, and any decrease thereafter in such person's
ownership of securities, shall be disregarded until such person
increases in any manner, directly or indirectly, such person's
beneficial ownership of any securities of the Company.
"Code" shall mean the Internal Revenue Code of 1986, as amended,
----
including effective date and transition rules (whether or not
codified). Any reference herein to a specific section of the Code
shall be deemed to include a reference to any applicable corresponding
provision of future law.
<PAGE>
"Committee" shall mean a committee of at least three (3) Directors
---------
appointed from time to time by the Board, having the duties and
authority set forth herein in addition to any other authority granted
by the Board; provided, however, that with respect to any
Discretionary Options or Awards granted to an individual who is also a
Section 16 Insider, the Committee shall consist of at least two (2)
Directors (who need not be members of the Committee with respect to
Discretionary Options or Awards granted to any other individuals) who
are Non-Employee Directors, and all authority and discretion shall be
exercised by such Non-Employee Directors, and references herein to the
"Committee" shall mean such Non-Employee Directors insofar as any
actions or determinations of the Committee shall relate to or affect
Discretionary Options or Awards made to or held by any Section 16
Insider. At any time that the Board shall not have appointed a
committee as described above, any reference herein to the Committee
shall mean a reference to the Board.
"Company" shall mean Centennial HealthCare Corporation, a Georgia
-------
corporation.
"Director" shall mean a member of the Board and any person who is an
--------
advisory, honorary or emeritus director of the Company if such person
is considered a director for the purposes of Section 16 of the
Exchange Act, as determined by reference to such Section 16 and to the
rules, regulations, judicial decisions, and interpretative or "no-
action" positions with respect thereto of the Securities and Exchange
Commission, as the same may be in effect or set forth from time to
time.
"Disabled Optionee" shall mean an Optionee who suffers a Disability.
-----------------
"Disability" shall mean a physical or mental infirmity which impairs
----------
an Optionee's ability to substantially perform his duties with the
Company or a Subsidiary for a period of 180 consecutive days, as
determined by an independent physician selected by agreement between
the Company and the Optionee or, failing such agreement, selected by
two physicians (one of which shall be selected by the Company and the
other by the Optionee); provided, however, that "Disability" shall
have the meaning set forth in Code Section 22(e)(3) and the
regulations promulgated thereunder with respect to an Optionee granted
Incentive Stock Options.
"Discretionary Option" shall mean any Option granted by the Committee
--------------------
or the Board under the Plan, including Incentive Stock Options and
Reload Options, but excluding Non-Discretionary Options.
"Exchange Act" shall mean the Securities Exchange Act of 1934, as
------------
amended. Any reference herein to a specific section of the Exchange
Act shall be deemed to include a reference to any applicable
corresponding provision of future law.
"Exercise Price" shall mean the price at which an Optionee may
--------------
purchase a share of Stock under a Stock Option Agreement.
-2-
<PAGE>
"Fair Market Value" on any date shall mean (i) the average closing
-----------------
sales price of the Stock on such date on the national securities
exchange having the greatest volume of trading in the Stock during the
thirty (30) day period preceding such date; (ii) if the Stock is not
traded on any national securities exchange, the average of the closing
high bid and low asked prices of the Stock on the over-the-counter
market during the thirty (30) day period preceding such date; or (iii)
if the Stock is traded on neither a national securities exchange nor
on the over-the-counter market, the fair market value as determined in
good faith by the Board or the Committee based on such relevant facts
as may be available, including, without limitation, the price at which
recent sales of Stock have been made, the book value of the Stock and
the Company's current and future earnings.
"For Cause" termination shall mean the termination of an Optionee's
---------
employment as a result of: (i) any act on the part of the Optionee
that constitutes fraud, dishonesty, gross malfeasance of duty, or
conduct grossly inappropriate to the Optionee's position of
employment; or (ii) the conviction of the Optionee of a felony.
"Grantee" shall mean an Optionee (or his permitted assign) or a person
-------
who has received a SAR.
"Incentive Stock Option" shall mean an option to purchase Stock of the
----------------------
Company which complies with and is subject to the terms, limitations,
and conditions of Section 422 of the Code and any regulations
promulgated with respect thereto.
"Non-Discretionary Option" shall mean an Option automatically granted
-------------------------
to a Non-Employee Director without any action on the part of the Board
or the Committee, and over which neither the Board nor the Committee
exercises discretion as to (i) the selection of person to whom such
Option is to be granted, (ii) the timing of the grant of such Option,
(iii) the number of shares subject to such Option, (iv) the Exercise
Price of such Option or (v) the periods during which the Option may be
exercised.
"Non-Employee Director" shall have the meaning set forth in Rule 16b-3
---------------------
under the Exchange Act or in any successor rule thereto, and shall be
determined for all purposes under the Plan according to interpretative
or "no-action" positions with respect thereto issued by the Securities
and Exchange Commission.
"Officer" shall mean a person who constitutes an officer of the
-------
Company for the purposes of Section 16 of the Exchange Act, as
determined by reference to such Section 16 and to the rules,
regulations, judicial decisions, and interpretative or "no-action"
positions with respect thereto of the Securities and Exchange
Commission, as the same may be in effect or set forth from time to
time.
"Option" shall mean an option, including a Discretionary Option or a
------
Non-Discretionary Option, to purchase Stock granted pursuant to the
provisions of Article VI hereof.
-3-
<PAGE>
"Optionee" shall mean a person to whom an Option has been granted
--------
hereunder or his permitted assign.
"Plan" shall mean the Amended and Restated Centennial HealthCare
----
Corporation 1997 Stock Plan, the terms of which are set forth herein.
"Purchasable" shall refer to Stock which may be purchased by an
-----------
Optionee under the terms of the Plan on or after a certain date
specified in an applicable Stock Option Agreement.
"Reload Option" shall have the meaning set forth in Section 6.9
-------------
hereof.
"SAR" shall mean a stock appreciation right, which is the right to
---
receive an amount equal to the SAR Spread.
"SAR Agreement" shall mean a written agreement setting forth the terms
-------------
of an Award of a SAR, as provided in Section 8.1 hereof.
"SAR Price" shall mean the base value established by the Committee for
---------
a SAR on the date the SAR is granted and which is used in determining
the amount of benefit, if any, paid to a Grantee.
"SAR Spread" shall mean, with respect to any SAR, an amount equal to
----------
(a) the Fair Market Value of a share of Stock on the date such SAR is
exercised, less (b) the SAR Price of such SAR.
"Section 16 Insider" shall mean any person who is subject to the
------------------
provisions of Section 16 of the Exchange Act.
"Stock" shall mean the common stock, $.01 par value per share, of the
-----
Company, subject to applicable provisions of Section 5.2.
"Stock Option Agreement" shall mean a written agreement between the
----------------------
Company and an Optionee under which the Optionee may purchase Stock
hereunder, as provided in Article VI hereof.
"Subsidiary" shall mean any corporation in which the Company directly
----------
or indirectly owns stock possessing fifty percent (50%) or more of the
total combined voting power of all classes of stock of such
corporation.
ARTICLE II
THE PLAN
2.1 Name. The Plan shall be known as the "Amended and Restated Centennial
----
HealthCare Corporation 1997 Stock Plan."
2.2 Purpose. The purpose of the Plan is to advance the interests of the
-------
Company, its Subsidiaries and its shareholders by affording certain employees of
the Company and its Subsidiaries, as well as key consultants and advisors to the
Company or any Subsidiary, an
-4-
<PAGE>
opportunity to acquire or increase their proprietary interests in the Company.
The objective of the Options and Awards is to promote the growth and
profitability of the Company and its Subsidiaries by providing Optionees with an
additional incentive to achieve the Company's objectives through participation
in its success and growth and by encouraging their continued association with or
service to the Company and its Subsidiaries.
2.3 Effective Date. The Plan is effective as of March 13, 1997.
--------------
ARTICLE III
PARTICIPANTS
The class of persons eligible to participate in the Plan shall consist of
all persons whose participation in the Plan the Committee determines to be in
the best interests of the Company, which shall include, but not be limited to,
all Non-Employee Directors, officers and employees of the Company or any
Subsidiary, as well as key consultants and advisors to the Company or any
Subsidiary; provided, however, that Non-Employee Directors are only eligible to
receive Non-Discretionary Options.
ARTICLE IV
ADMINISTRATION
4.1 Duties and Powers of the Committee. Except for the grants of Non-
----------------------------------
Discretionary Options to Non-Employee Directors which are self-governed, the
Plan shall be administered by the Committee. The Chairman of the Board of the
Company shall be a member of the Committee. The Committee shall select one of
its members as its Chairman and shall hold its meetings at such times and places
as it may determine. The Committee shall keep minutes of its meetings and shall
make such rules and regulations for the conduct of its business as it may deem
necessary. The Committee shall have the power to act by unanimous written
consent in lieu of a meeting, and to meet telephonically. In administering the
Plan, the Committee's actions and determinations shall be binding on all
interested parties. The Committee shall have the power to grant Discretionary
Options or Awards in accordance with the provisions of the Plan, and may grant
such Discretionary Options or Awards singularly, in combination, or in tandem.
Subject to the provisions of the Plan, the Committee shall have the discretion
and authority to determine those persons to whom Discretionary Options or Awards
will be granted and whether such Discretionary Options or Awards will be
accompanied by the right to receive Reload Options, the number of shares of
Stock subject to each Discretionary Option, such other matters as are specified
herein, and any other terms and conditions of a Stock Option Agreement or a SAR
Agreement. To the extent not inconsistent with the provisions of the Plan, the
Committee may give an Optionee an election to surrender a Discretionary Option
in exchange for the grant of a new Discretionary Option, and shall have the
authority to amend or modify an outstanding Stock Option Agreement or SAR
Agreement or to waive any provision thereof, provided that the Optionee consents
to such action.
4.2 Interpretation; Rules. Subject to the express provisions of the Plan,
---------------------
the Committee shall have complete authority to interpret the Plan, to prescribe,
amend and rescind rules and regulations relating to it, to determine the details
and provisions of each Stock Option Agreement and SAR Agreement, and to make all
other determinations necessary or advisable for the administration of the Plan,
including, without limitation, the amending or altering of the
-5-
<PAGE>
Plan and any Discretionary Options or Awards granted hereunder as may be
required to comply with or to conform to any federal, state or local laws or
regulations.
4.3 No Liability. Neither any Director nor any member of the Committee
------------
shall be liable to any person for any act or determination made in good faith
with respect to the Plan or any Option granted hereunder.
4.4 Majority Rule. A majority of the members of the Committee shall
-------------
constitute a quorum, and any action taken by a majority of those present at a
meeting at which a quorum is present, or any action taken without a meeting
evidenced by a writing executed by all the members of the Committee, shall
constitute the action of the Committee.
4.5 Company Assistance. The Company shall supply full and timely
------------------
information to the Committee on all matters relating to eligible persons, their
employment, death, retirement, disability, or other termination of employment,
and such other pertinent facts as the Committee may require. The Company shall
furnish the Committee with such clerical and other assistance as is necessary in
the performance of its duties.
ARTICLE V
SHARES OF STOCK SUBJECT TO PLAN
5.1 Limitations. Subject to any antidilution adjustment pursuant to the
-----------
provisions of Section 52 hereof, the maximum number of shares of Stock that may
be issued hereunder pursuant to grants of Options and Awards shall be seven
hundred thousand (700,000). Up to a maximum of 550,000 shares of Stock subject
to the Plan may be issued in any combination of Discretionary Options or Awards,
and up to 150,000 shares of Stock are reserved for issuance pursuant to the
exercise of Non-Discretionary Options. The amount of Stock subject to the Plan
may be increased from time to time in accordance with Article IX hereof;
provided, however, that the total number of shares of Stock issuable pursuant to
Incentive Stock Options shall not exceed 550,000 (other than pursuant to anti-
dilution adjustments) without shareholder approval. Shares subject to an Option
or issued as an Award may be either authorized and unissued shares or shares
issued and later acquired by the Company. The shares covered by any unexercised
portion of an Option that has terminated for any reason (except as set forth in
the following paragraph), or any forfeited portion of an Award, may again be
optioned under the Plan, and (until again optioned under the Plan) such shares
shall not be considered as having been optioned or issued in computing the
number of shares of Stock remaining available for Options or Awards hereunder.
If Options or Awards are issued in respect of options to acquire stock of
any entity acquired, by merger or otherwise, by the Company or any Subsidiary,
to the extent that such issuance shall not be inconsistent with the terms,
limitations and conditions of Code Section 422 (only with respect to Options
which are Incentive Stock Options) or Rule 16b-3 under the Exchange Act, the
aggregate number of shares of Stock for which Options may be granted hereunder
shall automatically be increased by the number of shares subject to the Options
so issued.
-6-
<PAGE>
5.2 Antidilution.
------------
(a) If (i) the outstanding shares of Stock are increased, decreased or
changed into or exchanged for a different number or kind of shares or other
securities of the Company by reason of merger, consolidation, reorganization,
recapitalization, reclassification, combination or exchange of shares, or stock
split or stock dividend, (ii) any spin-off, split-off or other distribution of
assets materially affects the price of the Company's stock, or (iii) there is
any assumption and conversion to the Plan by the Company of an acquired
company's outstanding option grants, then:
(A) the aggregate number and kind of shares of Stock for which
Options or Awards may be granted hereunder shall be adjusted
appropriately by the Committee; and
(B) the rights of Optionees (concerning the number of shares of
Stock subject to Options or Awards and the Exercise Price) under
outstanding Options and the rights of holders of Awards (concerning
the terms and conditions of the lapse of any then remaining
restrictions) shall be adjusted appropriately by the Committee.
(b) If the Company is a party to any reorganization in which it does
not survive involving merger, consolidation or acquisition of the stock or
substantially all the assets of the Company, the Committee, in its discretion,
may:
(i) notwithstanding other provisions hereof, declare that all
Options granted under the Plan shall become exercisable immediately,
notwithstanding the provisions of the respective Stock Option
Agreements regarding exercisability, and declare that all such Options
shall terminate thirty (30) days after the Committee gives written
notice of the immediate right to exercise all such Options and of the
decision to terminate all Options not exercised within such 30-day
period, and that all then remaining restrictions pertaining to Awards
under the Plan shall immediately lapse; and/or
(ii) notify all Optionees that all Options and Awards granted
under the Plan shall be assumed by the successor corporation or
substituted on an equitable basis with options issued by such
successor corporation.
(c) If the Company is to be liquidated or dissolved in connection with
a reorganization described in Section 5.2(b), the provisions of Section 5.2(b)
shall apply. In all other instances, the adoption of a plan of dissolution or
liquidation of the Company shall, notwithstanding other provisions hereof, cause
all then-remaining restrictions pertaining to Options or Awards under the Plan
to lapse, and shall cause every Option outstanding under the Plan to terminate
to the extent not exercised prior to the adoption of the plan of dissolution or
liquidation by the shareholders; provided, however, that, notwithstanding any
other provisions hereof, the Committee may, in its discretion, declare all
Options granted under the Plan to be exercisable at any time on or before the
fifth (5th) business day following such adoption, notwithstanding the provisions
of the respective Stock Option Agreements or SAR Agreements regarding
exercisability.
-7-
<PAGE>
(d) The adjustments described in paragraphs (a) through (c) of this
Section 5.2, and the manner of their application, shall be determined solely by
the Committee, and any such adjustment may provide for the elimination of
fractional share interests; provided, however, that any adjustment made by the
Committee shall be made in a manner that will not cause an Incentive Stock
Option to be other than an Incentive Stock Option under applicable statutory and
regulatory provisions. The adjustments required under this Article V shall
apply to any successors of the Company and shall be made regardless of the
number or type of successive events requiring such adjustments.
ARTICLE VI
OPTIONS
6.1 Types of Discretionary Options Granted. The Committee may, under the
--------------------------------------
Plan, grant either Incentive Stock Options or Options which do not qualify as
Incentive Stock Options. Within the limitations provided in the Plan, both types
of Discretionary Options may be granted to the same person at the same time, or
at different times, under different terms and conditions, as long as the terms
and conditions of each Option are consistent with the provisions of the Plan.
Without limiting the foregoing, Discretionary Options may be granted subject to
conditions based on the financial performance of the Company or any other factor
the Committee deems relevant. Neither the Company, nor any Subsidiary or any
other person warrants or otherwise represents that (i) any Option granted under
the Plan shall be considered an Incentive Stock Option for applicable tax
purposes, or (ii) favorable or desirable tax treatment or characterization will
be applicable in respect of any Option or Award.
6.2 Non-Discretionary Options. Automatic grants of Non-Discretionary
-------------------------
Options shall be made as follows:
(a) Commencing as of the effective date of this Plan, an initial grant
of a Non-Discretionary Option to purchase 15,000 shares of Stock shall be made
to each non-affiliate, Non-Employee Director on the date such person is
initially elected or appointed to the Board as a Non-Employee Director; and
(b) Commencing in 1998, and continuing each year thereafter as long as
Stock is available for the granting of Non-Discretionary Options hereunder, an
annual grant of an Non-Discretionary Option to purchase 3,000 shares of Stock
shall be made on July 1 to each person who is a Non-Employee Director on such
date.
6.3 Option Grant and Agreement. Each Discretionary Option granted
--------------------------
hereunder shall be evidenced by minutes of a meeting or the written consent of
the Committee and all Options shall be evidenced by a written Stock Option
Agreement executed by the Company and the Optionee. The terms of the Option,
including the Option's duration, time or times of exercise, exercise price and
whether the Option is to be accompanied by the right to receive a Reload Option,
shall be stated in the Stock Option Agreement. No Incentive Stock Option may be
granted more than ten (10) years after the earlier to occur of the effective
date of the Plan or the date the Plan is approved by the Company's shareholders.
Every Optionee shall be given a copy of the Plan.
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<PAGE>
6.4 Optionee Limitations. The Committee shall not grant an Incentive
--------------------
Stock Option to any person who, at the time the Incentive Stock Option is
granted:
(a) is not an employee of the Company or any of its Subsidiaries; or
(b) owns or is considered to own stock possessing at least 10% of the
total combined voting power of all classes of stock of the Company or any of its
Subsidiaries (within the meaning of Code Sections 422 and 424); provided,
however, that this limitation shall not apply if at the time an Incentive Stock
Option is granted the Exercise Price is at least 110% of the Fair Market Value
of the Stock subject to such Option and such Option by its terms would not be
exercisable after five (5) years from the date on which the Option is granted.
For the purpose of this subsection (b), a person shall be considered to own (i)
the Stock owned, directly or indirectly, by or for his or her brothers and
sisters (whether by whole or half blood), spouse, ancestors and lineal
descendants; (ii) the stock owned, directly or indirectly, by or for a
corporation, partnership, estate or trust in proportion to such person's stock
interest, partnership interest or beneficial interest therein; (iii) the stock
which such person may purchase under any outstanding options of the Company or
of any Subsidiary; and (iv) or stock otherwise considered to be owned by such
person pursuant to Code Sections 422 and 424.
6.5 $100,000 Limitation. Except as provided below, the Committee shall
--------------------
not grant an Incentive Stock Option to, or modify the exercise provisions of,
any outstanding Incentive Stock Option held by any person who, at the time the
Incentive Stock Option is granted (or modified), would thereby receive or hold
any Incentive Stock Options of the Company and any Subsidiary, such that the
aggregate Fair Market Value (determined as of the respective dates of grant or
modification of each Option) of the Stock with respect to which such Incentive
Stock Options are exercisable for the first time during any calendar year is in
excess of $100,000 (or such other limit as may be prescribed by the Code from
time to time); provided, that the foregoing restriction on modification of
outstanding Incentive Stock Options shall not preclude the Committee from
modifying an outstanding Incentive Stock Option if, as a result of such
modification and with the consent of the Optionee, such Option no longer
constitutes an Incentive Stock Option; and provided further that, if the
$100,000 limitation (or such other limitation prescribed by the Code) described
in this Section 6.5 is exceeded, the Incentive Stock Option, the granting or
modification of which resulted in the exceeding of such limit, shall be treated
as an Incentive Stock Option up to the limitation and the excess shall be
treated as an Option not qualifying as an Incentive Stock Option.
6.6 Exercise Price. The Exercise Price of the Stock subject to each
--------------
Discretionary Option shall be determined by the Committee. Subject to the
provisions of Section 6.4 hereof, the Exercise Price of an Incentive Stock
Option shall not be less than the Fair Market Value of the Stock as of the date
such Option is granted (or in the case of an Incentive Stock Option that is
subsequently modified, on the date of such modification). The Exercise Price of
each Non-Discretionary Option shall be the average closing bid price on the
Nasdaq National Market (or other exchange) for the Stock for the twenty (20)
trading days immediately preceding the date of the grant of the Non-
Discretionary Option; provided, however, that if the Stock has not been traded
on the Nasdaq National Market or any other exchange for at least twenty (20)
trading days prior to the date of grant of the Non-Discretionary Option, the
Exercise Price of such Non-Discretionary Option shall be the price to the public
for the Stock offered in connection with the Company's initial public offering
of Stock pursuant to a registration statement on Form S-1 filed with the
Securities and Exchange Commission.
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<PAGE>
6.7 Exercise Period. The period for the exercise of each Discretionary
---------------
Option granted hereunder shall be determined by the Committee, but the Stock
Option Agreement with respect to each Discretionary Option intended to be an
Incentive Stock Option shall provide that such Discretionary Option shall not be
exercisable after the expiration of ten (10) years from the date of grant (or
modification) of the Discretionary Option. In addition, no Option granted to a
Section 16 Insider shall be exercisable prior to the expiration of six (6)
months from the date such Option is granted, other than in the case of the death
or Disability of the Optionee. All Non-Discretionary Options granted hereunder
shall vest and become exercisable on the first anniversary of the Grant Date for
such Non-Discretionary Option and shall expire and cease to be exercisable after
the expiration of ten (10) years from the Grant Date of such Non-Discretionary
Option.
6.8 Option Exercise.
---------------
(a) Unless otherwise provided in the Stock Option Agreement or herein,
an Option may be exercised at any time or from time to time during the term of
the Option as to any or all full shares which have become Purchasable under the
provisions of the Option, but not at any time as to less than one hundred (100)
shares unless the remaining shares that have become so Purchasable are less than
one hundred (100) shares. The Committee shall have the authority to prescribe
in any Stock Option Agreement that a Discretionary Option may be exercised only
in accordance with a vesting schedule during the term of the Discretionary
Option.
(b) An Option shall be exercised by (i) delivery to the Company at its
principal office a written notice of exercise with respect to a specified number
of shares of Stock and (ii) payment to the Company at that office of the full
amount of the Exercise Price for such number of shares in accordance with
Section 6.7(c). If requested by an Optionee, an Option may be exercised with
the involvement of a stockbroker in accordance with the federal margin rules set
forth in Regulation T (in which case the certificates representing the
underlying shares will be delivered by the Company directly to the stockbroker).
(c) The Exercise Price is to be paid in full in cash upon the exercise
of the Option and the Company shall not be required to deliver certificates for
the shares purchased until such payment has been made; provided, however, that
the Committee may provide in a Stock Option Agreement (or may otherwise
determine in its sole discretion at the time of exercise) that in lieu of cash,
all or any portion of the Exercise Price may be paid by tendering to the Company
shares of Stock duly endorsed for transfer and owned by the Optionee, or by
authorization to the Company to withhold shares of Stock otherwise issuable upon
exercise of the Option, in each case to be credited against the Exercise Price
at the Fair Market Value of such shares on the date of exercise (however, no
fractional shares may be so transferred, and the Company shall not be obligated
to make any cash payments in consideration of any excess of the aggregate Fair
Market Value of shares transferred over the aggregate Exercise Price); provided
further, the Committee may provide in a Stock Option Agreement (or may otherwise
determine in its sole discretion at the time of exercise) that, in lieu of cash
or shares, all or a portion of the Exercise Price may be paid by the Optionee's
execution of a promissory note the principal amount of which shall be equal to
at least the Exercise Price or relevant portion thereof, subject to compliance
with applicable state and federal laws, rules and regulations.
-10-
<PAGE>
(d) In addition to and at the time of payment of the Exercise Price,
the Company may withhold, or require the Optionee to pay to the Company in cash,
the amount of any federal, state and local income, employment or other
withholding taxes which the Committee determines are required to be withheld
under federal, state or local law in connection with the exercise of an Option;
provided, however, the Committee may provide in a Stock Option Agreement (or may
otherwise determine in its sole discretion at the time of exercise) that all or
any portion of such tax obligations may, upon the election of the Optionee, be
paid by tendering to the Company whole shares of Stock duly endorsed for
transfer and owned by the Optionee, or by authorization to the Company to
withhold shares of Stock otherwise issuable upon exercise of the Option, in
either case in that number of shares having a Fair Market Value on the date of
exercise equal to the amount of such taxes thereby being paid, and subject to
such restrictions as to the approval and timing of any such election as the
Committee may from time to time determine to be necessary or appropriate to
satisfy the conditions of the exemption set forth in Rule 16b-3 under the
Exchange Act, if such rule is applicable. To the extent tax withholding is
required at an applicable time with respect to Options or Awards acquired under
the Plan by an Optionee, the Company, applicable Subsidiary or other entity upon
which such withholding obligation arises shall be entitled to withhold from such
Optionee's compensation (derived from the Plan or otherwise) the applicable
amount required to be withheld).
(e) The holder of an Option shall not have any of the rights of a
shareholder with respect to the shares of Stock subject to the Option until such
shares have been issued and transferred to the Optionee upon the exercise of the
Option.
(f) Notwithstanding anything to the contrary herein or in a Stock
Option Agreement, a given Option shall not be exercisable to the extent the
exercise thereof would cause the Company to be a reporting company under the
Exchange Act.
6.9 Reload Options.
--------------
(a) The Committee may specify in a Stock Option Agreement (or may
otherwise determine in its sole discretion) that a Reload Option shall be
granted (except to a Section 16 Insider), without further action of the
Committee, (i) to an Optionee who exercises an Discretionary Option (including a
Reload Option) by surrendering shares of Stock in payment of amounts specified
in Section 6.8 hereof, (ii) for the same number of shares as are surrendered to
pay such amounts, (iii) as of the date of such payment and at an Exercise Price
equal to the Fair Market Value of the Stock on such date, and (iv) otherwise on
the same terms and conditions as the Discretionary Option whose exercise has
occasioned such payment, except as provided below and subject to such other
contingencies, conditions, or other terms as the Committee shall specify at the
time such exercised Discretionary Option is granted; provided that the shares
surrendered by a Section 16 Insider in payment as provided above must have been
held by the Optionee for at least six (6) months prior to such surrender.
(b) Unless provided otherwise in the Stock Option Agreement, a Reload
Option may not be exercised by an Optionee (i) prior to the end of a 2-year
period from the date that the Reload Option is granted, and (ii) unless the
Optionee retains beneficial ownership of the shares of Stock issued to such
Optionee upon exercise of the Discretionary Option referred to above in Section
6.8(a) for a period of one (1) year from the date of such exercise.
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<PAGE>
6.10 Nontransferability of Option. No Option shall be transferable by an
----------------------------
Optionee other than by will or the laws of descent and distribution. During the
lifetime of an Optionee, Options shall be exercisable only by such Optionee (or
by such Optionee's guardian or legal representative, should one be appointed).
6.11 Termination of Employment or Service. The Committee shall have the
------------------------------------
power to specify, with respect to the Options granted to a particular Optionee,
the effect upon such Optionee's right to exercise an Option upon termination of
such Optionee's employment or service under various circumstances, which effect
may include immediate or deferred termination of such Optionee's rights under an
Option, or acceleration of the date at which an Option may be exercised in full;
provided, however, that in no event may an Incentive Stock Option be exercised
after the expiration of ten (10) years from the date of grant thereof.
6.12 Employment Rights. Nothing in the Plan or in any Stock Option
-----------------
Agreement shall confer on any person any right to continue in the employ of the
Company or any of its Subsidiaries, or shall interfere in any way with the right
of the Company or any of its Subsidiaries to terminate such person's employment
at any time.
6.13 Certain Successor Options. To the extent not inconsistent with the
-------------------------
terms, limitations and conditions of Code Section 422 and any regulations
promulgated with respect thereto, an Option issued in respect of an option held
by an employee to acquire stock of any entity acquired, by merger or otherwise,
by the Company (or any Subsidiary of the Company) may contain terms that differ
from those stated in this Article VI, but solely to the extent necessary to
preserve for any such employee the rights and benefits contained in such
predecessor option, or to satisfy the requirements of Code Section 424(a).
6.14 Effect of Change in Control. The Committee may determine, at the
---------------------------
time of granting an Option or thereafter, that such Option shall become
exercisable on an accelerated basis in the event that a Change in Control occurs
with respect to the Company (and the Committee shall have the discretion to
modify the definition of Change in Control in a particular Stock Option
Agreement). If the Committee finds that there is a reasonable possibility that,
within the succeeding six (6) months, a Change in Control will occur with
respect to the Company, then the Committee may determine that all outstanding
Options shall be exercisable on an accelerated basis.
ARTICLE VII
STOCK APPRECIATION RIGHTS
7.1 SAR Awards. The Committee may grant Awards of SARs under the Plan
----------
upon such restrictions, terms and conditions as the Committee may prescribe.
Each Award shall be governed by a SAR Agreement between the Company and the
Grantee which shall contain the restrictions, terms and conditions prescribed by
the Committee, including, without limitation, restrictions on the time of
exercise of the SAR to specified periods as may be necessary to satisfy the
requirements of Rule 16b-3. Awards of SARs may be granted singularly, or in
combination or in tandem with Discretionary Options granted under the Plan, and
may be granted at the same time as or later than the grant of the Discretionary
Option to which it relates.
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<PAGE>
7.2 Determination of Price. The SAR Price shall be established by the
----------------------
Committee in its sole discretion. The SAR Price shall not be less than one
hundred percent (100%) of the Fair Market Value of the Stock on the date the SAR
is granted for a SAR issued in tandem with an Incentive Stock Option.
7.3 Exercise of a SAR. A SAR shall be exercisable at such time as may be
-----------------
determined by the Committee, provided that a SAR issued in tandem with an
Discretionary Option shall be exercisable to the extent that the related
Discretionary Option is exercisable. Upon exercise of a SAR, the Grantee shall
be entitled, subject to the terms and conditions of the Plan and the SAR
Agreement, to receive an amount equal to the SAR Spread.
7.4 Payment of a SAR Spread. Payment of the SAR Spread for any SAR shall
-----------------------
be made, at the sole discretion of the Committee, in (a) cash, (b) shares of
Stock, or (c) a combination of both. Shares of Stock used for this payment
shall be valued at their Fair Market Value on the date of exercise of the
applicable SAR.
7.5 Effect of SARs on Stock Subject to Plan. Stock issued in payment of
---------------------------------------
the SAR Spread shall reduce the number of shares of Stock remaining available
for issuance under the Plan. The exercise of a SAR which results in the
termination of an unexercised Discretionary Option issued in tandem with such
SAR shall also reduce the number of shares of Stock remaining available for
issuance under the Plan by the number of shares of Stock subject to the
terminated Discretionary Option.
7.6 Termination of SARs. A SAR may be terminated as follows:
-------------------
(a) During the period of a Grantee's continuous employment with the
Company or a Subsidiary, a SAR will be terminated only if it has been fully
exercised or it has expired by its terms.
(b) Upon termination of a Grantee's employment with the Company or a
Subsidiary, the SAR will terminate upon the earliest of (i) the full
exercise of the SAR, (ii) the expiration of the SAR by its terms, and (iii)
not more than three (3) months following the date of employment
termination; provided, however, should termination of employment (A) result
from the death or Disability of the Grantee, the period referenced in
clause (iii) hereof shall be one (1) year, or (B) be For Cause, the SAR
will terminate on the date of employment termination. For purposes of the
Plan, a leave of absence approved by the Company shall not be deemed to be
termination of employment unless otherwise provided in the SAR Agreement or
by the Company on the date of the leave of absence.
(c) Subject to the terms of the SAR Agreement with the Grantee, if a
Grantee should die or become subject to a Disability prior to the
termination of employment with the Company or any Subsidiary and prior to
the termination of a SAR, such SAR may be exercised to the extent that the
Grantee shall have been entitled to exercise it at the time of death or
Disability, as the case may be, by the Grantee, the estate of the Grantee
or the person or persons to whom the SAR shall have been transferred by
will or by the laws of descent and distribution.
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<PAGE>
(d) Except as otherwise expressly provided in the SAR Agreement with
the Grantee, in no event will the continuation of the term of a SAR beyond
the date of termination of employment allow the Grantee or his
beneficiaries or heirs, to accrue additional rights under the Plan, have
additional SARs available for exercise, or receive a higher benefit than
the benefit payable as if the SAR had been exercised on the date of
employment termination.
7.7 Nontransferability. No SAR shall be transferable by a Grantee;
------------------
provided, however, that a SAR issued in tandem with an Discretionary Option
shall be transferable, if at all, to the same extent and upon the same terms and
conditions as the related Discretionary Option.
7.8 No Shareholder Rights. The Grantee of a SAR shall have no rights as a
---------------------
shareholder with respect to such SAR. In addition, no adjustment shall be made
for dividends (ordinary or extraordinary, whether in cash, securities or other
property) or distributions or rights except as provided in Section 5.2 hereof.
ARTICLE VIII
STOCK CERTIFICATES
The Company shall not be required to issue or deliver any certificate for
shares of Stock purchased upon the exercise of any Option granted hereunder or
any portion thereof, prior to fulfillment of all of the following conditions:
(a) The admission of such shares to listing on all stock exchanges on
which the Stock is then listed;
(b) The completion of any registration or other qualification of such
shares which the Committee shall deem necessary or advisable under any federal
or state law or under the rulings or regulations of the Securities and Exchange
Commission or any other governmental regulatory body;
(c) The obtaining of any approval or other clearance from any federal
or state governmental agency or body which the Committee shall determine to be
necessary or advisable; and
(d) The lapse of such reasonable period of time following the
exercise of the Option as the Board from time to time may establish for reasons
of administrative convenience.
Stock certificates issued and delivered to Optionees shall bear such
restrictive legends as the Company shall deem necessary or advisable pursuant to
applicable federal and state securities laws.
ARTICLE IX
TERMINATION AND AMENDMENT OF PLAN
9.1 Termination and Amendment. The Board may at any time terminate the
-------------------------
Plan, and may at any time and from time to time and in any respect amend the
Plan; provided, however, that the Board (unless its actions are approved or
ratified by the shareholders of the
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<PAGE>
Company within twelve (12) months of the date that the Board amends the Plan)
may not amend the Plan to:
(a) Increase the total number of shares of Stock issuable pursuant to
Incentive Stock Options under the Plan or materially increase the number of
shares of Stock subject to the Plan, in each case except as contemplated in
Section 5.2 hereof;
(b) Change the class of employees eligible to receive Incentive Stock
Options that may participate in the Plan or materially change the class of
persons that may participate in the Plan; or
(c) Otherwise materially increase the benefits accruing to
participants under the Plan.
9.2 Effect on Optionee's Rights. No termination or amendment
---------------------------
modification of the Plan shall affect adversely an Optionee's rights under a
Stock Option Agreement or SAR Agreement without the consent of the Optionee or
his legal representative.
ARTICLE X
RELATIONSHIP TO OTHER COMPENSATION PLANS
The adoption of the Plan shall not affect any other stock option,
incentive, or other compensation plans in effect for the Company or any of its
Subsidiaries; nor shall the adoption of the Plan preclude the Company or any of
its Subsidiaries from establishing any other form of incentive or other
compensation plan for employees or Directors of the Company or any of its
Subsidiaries.
ARTICLE XI
MISCELLANEOUS
11.1 Replacement or Amended Grants. At the sole discretion of the
-----------------------------
Committee, and subject to the terms of the Plan, the Committee may modify
outstanding Discretionary Options or Awards or accept the surrender of
outstanding Discretionary Options or Awards and grant new Discretionary Options
or Awards in substitution for them. However no modification of an Discretionary
Option shall adversely affect a Grantee's rights under a Stock Option Agreement
or SAR Agreement without the consent of the Grantee or his legal representative.
11.2 Plan Binding on Successors. The Plan shall be binding upon the
--------------------------
successors and assigns of the Company.
11.3 Singular, Plural; Gender. Whenever used herein, nouns in the
------------------------
singular shall include the plural and the masculine pronoun shall include the
feminine gender and vice versa.
11.4 Headings Not Part of Plan. Headings of Articles and Sections hereof
-------------------------
are inserted for convenience and reference and do not constitute part of the
Plan.
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<PAGE>
11.5 Interpretation. With respect to Section 16 Insiders, transactions
--------------
under the Plan, are intended to comply with all applicable conditions of Rule
16b-3 or its successors under the Exchange Act, and shall be interpreted
consistent therewith. To the extent any provision of the Plan or action by the
Plan administrators fails to so comply, it shall be deemed void to the extent
permitted by law and deemed advisable by the Plan administrators.
11.6 Governing Law. The Plan shall be governed by, and construed in
-------------
accordance with, the laws of the State of Georgia, without regard to conflicts
of laws principles.
* * * *
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<PAGE>
EXHIBIT 4.4
-----------
Amended and Restated
Centennial HealthCare Corporation
1997 Stock Plan
Form of Stock Option Agreement
CENTENNIAL HEALTHCARE CORPORATION
FORM OF STOCK OPTION AGREEMENT
THIS STOCK OPTION AGREEMENT (this "Agreement"), entered into as of this
______ day of ________________, 199___ by and between Centennial HealthCare
Corporation, a Georgia corporation (the "Company"), and _________________ (the
"Optionee").
WHEREAS, as of March 13, 1997, the Company adopted a stock option plan
known as the "Amended and Restated Centennial HealthCare Corporation 1997 Stock
Plan" (the "Plan");
WHEREAS, the Committee has granted the Optionee an Option (as described
below) to purchase the number of shares of the Company's Common Stock (the
"Stock") as set forth below, and in consideration of the granting of the Option
the Optionee intends to remain in the employ of the Company; and
WHEREAS, the Company and the Optionee desire to enter into a written
agreement with respect to the Option in accordance with the Plan; and
WHEREAS, capitalized terms not defined herein shall have the meanings
ascribed to them in the Plan;
NOW, THEREFORE, as an employment incentive and to encourage stock
ownership, and also in consideration of the mutual covenants contained herein,
the parties hereto agree as follows.
1. Incorporation of Plan. This Option is granted pursuant to the
---------------------
provisions of the Plan and the terms and definitions of the Plan are
incorporated herein by reference and made a part hereof. A copy of the Plan has
been delivered to, and receipt is hereby acknowledged by, the Optionee.
Notwithstanding anything in this Agreement to the contrary, to the extent the
terms of this Agreement conflict with or otherwise attempt to exceed the
authority set forth under the Plan, the Plan shall govern and control in all
respects.
2. Grant of Option. Subject to the terms, restrictions, limitations, and
---------------
conditions stated herein and the terms of the Plan, the Company hereby evidences
its grant to the Optionee, not in lieu of salary or other compensation, of the
right and option to purchase all or any part of the number of shares of Stock
(as defined under the Plan), set forth on Schedule A attached hereto and
incorporated herein by reference (the "Option"). The Option shall be exercisable
in the amounts and at the times specified on Schedule A. The Option shall expire
and shall not be exercisable after the date specified on Schedule A as the
expiration date or on such earlier date as determined pursuant to the Plan.
Schedule A states whether or not the Option is intended to be an Incentive Stock
Option. Neither the Company nor any Subsidiary or any other person warrants or
otherwise represents that favorable or desirable tax treatment or
characterization will be applicable in respect of any Option or Award.
<PAGE>
3. Purchase Price. The price per share to be paid by the Optionee for
--------------
the shares subject to this Option (the "Exercise Price") shall be as specified
on Schedule A, which price shall be an amount not less than the Fair Market
Value of a share of Stock as of the Date of Grant (as defined in Section 11
below) if the Option is an Incentive Stock Option.
4. Exercise Terms. The Optionee must exercise the Option for at least
--------------
the lesser of 100 shares or the number of shares of Purchasable Stock as to
which the Option remains unexercised. In the event this Option is not exercised
with respect to all or any part of the shares subject to this Option prior to
its expiration, the shares with respect to which this Option was not exercised
shall no longer be subject to this Option.
5. Restrictions on Transferability. No Option shall be transferable by
-------------------------------
an Optionee other than by will or the laws of descent and distribution;
provided, however, that no Option shall be transferable by an Optionee who is a
Section 16 Insider prior to shareholder approval of the Plan. During the
lifetime of an Optionee, Options shall be exercisable only by such Optionee (or
by such Optionee's guardian or legal representative, should one be appointed).
6. Notice of Exercise of Option. This Option may be exercised by the
----------------------------
Optionee, or by the Optionee's administrators, executors or personal
representatives, by a written notice (in substantially the form of the Notice of
Exercise attached hereto as Schedule B) signed by the Optionee, or by such
administrators, executors or personal representatives, and delivered or mailed
to the Company as specified in Section 15 hereof to the attention of the Chief
Financial Officer or such other officer as the Company may designate. Any such
notice shall (a) specify the number of shares of Stock which the Optionee or the
Optionee's administrators, executors or personal representatives, as the case
may be, then elects to purchase hereunder, (b) contain such information as may
be reasonably required pursuant to Section 12 hereof, and (c) be accompanied by
(i) a certified or cashier's check payable to the Company in payment of the
total Exercise Price applicable to such shares as provided herein, (ii) shares
of Stock owned by the Optionee and duly endorsed or accompanied by stock
transfer powers having a Fair Market Value equal to the total Exercise Price
applicable to such shares purchased hereunder, or (iii) a certified or cashier's
check accompanied by the number of shares of Stock whose Fair Market Value when
added to the amount of the check equals the total Exercise Price applicable to
such shares purchased hereunder. Upon receipt of any such notice and
accompanying payment, and subject to the terms hereof, the Company agrees to
issue to the Optionee or the Optionee's administrators, executors or personal
representatives, as the case may be, stock certificates for the number of shares
specified in such notice registered in the name of the person exercising this
Option.
7. Adjustment in Option. The number of shares of Stock subject to this
--------------------
Option, the Exercise Price and other matters are subject to adjustment during
the term of this Option in accordance with the Plan.
8. Termination of Employment.
-------------------------
Except as otherwise specified in Schedule A hereto, in the event of the
termination of the Optionee's employment with the Company or any of its
Subsidiaries, other than a termination that is either (i) For Cause, or (ii) for
reasons of death or Disability or retirement, the Optionee (or his or her
personal representative) must exercise this Option at any time within sixty (60)
days after such termination to the extent of the number of shares which were
Purchasable hereunder at the date of such termination.
<PAGE>
(a) Except as specified in Schedule A, in the event of a termination
of the Optionee's employment that is For Cause, this Option, to the extent not
previously exercised, shall terminate immediately and shall not thereafter be or
become exercisable.
(b) Unless and to the extent otherwise provided in Schedule A, in the
event of the retirement of the Optionee at the normal retirement date as
prescribed from time to time by the Company or any Subsidiary, the Optionee
shall continue to have the right to exercise any Options for shares which were
Purchasable at the date of the Optionee's retirement until the expiration date
of such Option. This Option does not confer upon the Optionee any right with
respect to continuance of employment by the Company or by any of its
Subsidiaries. This Option shall not be affected by any change of employment so
long as the Optionee continues to be an employee of the Company or any of its
Subsidiaries.
9. Disabled Optionee. In the event of termination of employment because
-----------------
of the Optionee's becoming a Disabled Optionee, the Optionee (or his or her
legal representative) may exercise this Option within a period ending on the
earlier of (a) the last day of the one (1) year period following the beginning
of the Optionee's Disability or (b) the expiration date of this Option, to the
extent of the number of shares which were Purchasable hereunder at the date of
such termination.
10. Death of Optionee. Except as otherwise set forth in Schedule A with
-----------------
respect to the rights of the Optionee upon termination of employment under
Section 8(a) above, in the event of the Optionee's death, the appropriate
persons described in Section 6 hereof or persons to whom all or a portion of
this Option is transferred in accordance with Section 5 hereof may exercise this
Option at any time within a period ending on the earlier of (a) the last day of
the one (1) year period following the Optionee's death or (b) the expiration
date of this Option. If the Optionee was an employee of the Company at the time
of death, this Option may be so exercised to the extent of the number of shares
that were Purchasable hereunder at the date of death. If the Optionee's
employment terminated prior to his or her death, this Option may be exercised
only to the extent of the number of shares covered by this Option which were
Purchasable hereunder at the date of such termination.
11. Date of Grant. This Option was granted by the Board or Committee on
-------------
the date set forth in Schedule A (the "Date of Grant").
12. Compliance with Regulatory Matters. The Optionee acknowledges that
----------------------------------
the issuance of capital stock of the Company is subject to limitations imposed
by federal and state law and the Optionee hereby agrees that the Company shall
not be obligated to issue any shares of Stock upon exercise of this Option that
would cause the Company to violate law or any rule, regulation, order or consent
decree of any regulatory authority (including without limitation the Securities
and Exchange Commission) having jurisdiction over the affairs of the Company.
The Optionee agrees that he or she will provide the Company with such
information as is reasonably requested by the Company or its counsel to
determine whether the issuance of Stock complies with the provisions described
by this Section.
13. Restriction on Disposition of Shares. The shares of Stock purchased
------------------------------------
pursuant to the exercise of this Option shall not be transferred by the Optionee
except pursuant to the Optionee's will or the laws of descent and distribution
until such date which is the later of two (2)
-3-
<PAGE>
years after the Date of Grant or one (1) year after the transfer of the shares
of Stock to the Optionee pursuant to the exercise of such Option.
14. Investment Representation of Optionee
-------------------------------------
(a) The Optionee agrees that the exercise of this Option and the delivery
of the shares of Stock in accordance herewith shall be contingent upon the
Company being furnished by Optionee a representation and warranty that the
Optionee is acquiring the shares purchased pursuant to this Option for
investment for the Optionee's account and not with a view toward distribution.
(b) THIS OPTION AND ALL SHARES OF STOCK ACQUIRED PURSUANT TO THE EXERCISE
OF THIS OPTION HAVE BEEN ISSUED OR SOLD IN RELIANCE ON AN EXEMPTION FROM THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"),
AND ON AN EXEMPTION PURSUANT TO THE APPLICABLE STATE SECURITIES LAWS AND
CONSEQUENTLY HAVE NOT BEEN REGISTERED. THE OPTIONEE ACKNOWLEDGES THAT THIS
OPTION AND ALL SHARES OF STOCK ACQUIRED PURSUANT TO THE EXERCISE OF THIS OPTION
ARE DEEMED TO BE "RESTRICTED SECURITIES" AS DEFINED IN RULE 144 PROMULGATED
PURSUANT TO THE ACT AND MAY NOT BE SOLD OR TRANSFERRED, NOR WILL ANY ASSIGNEE OR
ENDORSEE HEREOF BE RECOGNIZED AS AN OWNER HEREOF BY THE COMPANY FOR ANY PURPOSE,
EXCEPT IN A TRANSACTION WHICH IS ESTABLISHED TO THE SATISFACTION OF THE COMPANY
TO BE EXEMPT FROM REGISTRATION UNDER FEDERAL AND STATE SECURITIES LAWS OR
PURSUANT TO AN EFFECTIVE REGISTRATION UNDER SUCH LAWS.
(c) The Optionee understands and agrees that the certificate or
certificates representing any shares of Stock acquired hereunder may bear an
appropriate legend relating to registration and resale under federal and state
securities laws.
(d) The Optionee shall not have any rights of a shareholder of the Company
with respect to the shares of Stock which may be purchased upon exercise of this
Option, unless and until such shares shall have been issued and delivered and
his/her name has been entered as a shareholder on the stock transfer records of
the Company.
15. Miscellaneous.
-------------
(a) This Agreement shall be binding upon the parties hereto and their
representatives, successors and assigns.
(b) This Agreement is executed and delivered in, and shall be governed
by the laws of, the State of Georgia, without regard to conflicts of laws
principles.
(c) Any notice, request, document or other communication given
hereunder shall be deemed to be sufficiently given upon personal delivery to the
other party or upon the expiration of three (3) days after depositing same in
the United States mail, return receipt requested, properly addressed to the
respective parties or such other address as they may give to the other party in
writing in the same manner as follows:
-4-
<PAGE>
Company: Centennial HealthCare Corporation
------- 400 Perimeter Center Terrace
Suite 650
Atlanta, Georgia 30346
Attention: Alan C. Dahl
Executive Vice President
and Chief Financial Officer
Optionee:
-------- -----------------------------------
-----------------------------------
-----------------------------------
-----------------------------------
(d) This Agreement may not be modified except in writing executed by
each of the parties hereto.
(e) This Agreement, together with the Plan, contains the entire
understanding of the parties hereto and supersedes any prior understanding
and/or written or oral agreement between them respecting the subject matter
hereof.
(f) The parties agree that the provisions of this Agreement are
severable and the invalidity or unenforceability of any provision in whole or
part shall not affect the validity or enforceability of any enforceable part of
such provision or any other provisions hereof.
(g) The headings with Sections herein are included solely for
convenience of reference and shall not control the meaning or interpretation of
any of the provisions of this Agreement.
(h) No waiver of any breach or default hereunder shall be considered
valid unless in writing, and no such waiver shall be deemed a waiver of any
subsequent breach or default of the same or similar nature.
(i) This Agreement may be executed in one or more counterparts, each
of which shall be deemed an original but all of which together shall constitute
one and the same instrument.
-5-
<PAGE>
IN WITNESS WHEREOF, the Board or Committee has caused this Stock
Option Agreement to be executed on behalf of the Company and attested by the
Secretary or an Assistant Secretary of the Company, and the Optionee has
executed this Stock Option Agreement, all as of the day and year first above
written.
COMPANY:
CENTENNIAL HEALTHCARE CORPORATION
By:
--------------------------------------
Alan C. Dahl, Executive Vice President
and Chief Financial Officer
OPTIONEE:
By:
--------------------------------------
-6-
<PAGE>
EXHIBIT 4.5
-----------
Amended and Restated
Centennial HealthCare Corporation
1997 Stock Plan
Form of Non-Employee Director Stock Option Agreement
CENTENNIAL HEALTHCARE CORPORATION
FORM OF NON-EMPLOYEE DIRECTOR STOCK OPTION AGREEMENT
THIS NON-EMPLOYEE DIRECTOR STOCK OPTION AGREEMENT (this "Agreement"),
entered into as of this _____ day of ________________, 19___ by and between
Centennial HealthCare Corporation, a Georgia corporation (the "Company"), and
_________________ (the "Optionee").
WHEREAS, as of March 13, 1997, the Company adopted a stock option plan
known as the "Amended and Restated Centennial HealthCare Corporation 1997 Stock
Plan" (the "Plan"); and
WHEREAS, the Company has granted the Optionee an Option (as hereinafter
defined) to purchase ___________ shares of the Company's common stock, $.01 par
value per share (the "Stock") and the Company and the Optionee desire to enter
into a written agreement with respect to the Option in accordance with the Plan.
NOW, THEREFORE, as an incentive and to serve as a non-employee director of
the Company and to encourage stock ownership, and also in consideration of the
mutual covenants contained herein, the parties hereto agree as follows.
1. Incorporation of Plan. This Option is granted pursuant to the
---------------------
provisions of the Plan and the terms and definitions of the Plan are
incorporated herein by reference and made a part hereof. A copy of the Plan has
been delivered to, and receipt is hereby acknowledged by, the Optionee.
Notwithstanding anything in this Agreement to the contrary, to the extent the
terms of this Agreement conflict with or otherwise attempt to exceed the
authority set forth under the Plan, the Plan shall govern and control in all
respects. Unless otherwise defined herein, capitalized terms used in this
Agreement shall have the meanings given such terms in the Plan.
2. Grant of Option. Subject to the terms, restrictions, limitations, and
---------------
conditions stated herein and the terms of the Plan, the Company hereby evidences
its grant as of the date hereof (the "Grant Date") to the Optionee of the right
and option (the "Option") to purchase all or any part of __________________
(____) shares of Stock.
3. Vesting Date. The Option shall vest and become exercisable upon the
------------
first anniversary of the Grant Date pursuant to Section 6.2 of the Plan.
4. Expiration Date. The Option shall expire and shall cease to be
---------------
exercisable after the expiration of ten (10) years from the Grant Date of the
Option.
5. Exercise Price. The price per share to be paid by the Optionee for
--------------
the shares subject to this Option (the "Exercise Price") shall be as determined
in accordance with the Plan and as specified on Schedule A.
<PAGE>
6. Restrictions on Transferability. No Option shall be transferable by
-------------------------------
the Optionee other than by will or the laws of descent and distribution. During
the lifetime of the Optionee, Options shall be exercisable only by the Optionee
(or by such Optionee's guardian or legal representative, should one be
appointed).
7. Notice of Exercise of Option. This Option may be exercised by the
----------------------------
Optionee, or by the Optionee's administrators, executors or personal
representatives, by a written notice (in substantially the form of the Notice of
Exercise attached hereto as Schedule B) signed by the Optionee, or by such
administrators, executors or personal representatives, and delivered or mailed
to the Company as specified in Section 14 hereof to the attention of the Chief
Financial Officer or such other officer as the Company may designate. Any such
notice shall (a) specify the number of shares of Stock which the Optionee or the
Optionee's administrators, executors or personal representatives, as the case
may be, then elects to purchase hereunder, (b) contain such information as may
be reasonably required pursuant to Section 12 hereof, and (c) be accompanied by
(i) a certified or cashier's check payable to the Company in payment of the
total Exercise Price applicable to such shares as provided herein, (ii) shares
of Stock owned by the Optionee and duly endorsed or accompanied by stock
transfer powers having a Fair Market Value equal to the total Exercise Price
applicable to such shares purchased hereunder, or (iii) a certified or cashier's
check accompanied by the number of shares of Stock whose Fair Market Value when
added to the amount of the check equals the total Exercise Price applicable to
such shares purchased hereunder. Upon receipt of any such notice and
accompanying payment, and subject to the terms hereof, the Company agrees to
issue to the Optionee or the Optionee's administrators, executors or personal
representatives, as the case may be, stock certificates for the number of shares
specified in such notice registered in the name of the person exercising this
Option.
8. Adjustment in Option. The number of shares of Stock subject to this
--------------------
Option, the Exercise Price and other matters are subject to adjustment during
the term of this Option in accordance with the Plan.
9. Termination of Service as a Director. In the event of the termination
------------------------------------
of the Optionee's service as a Director of the Company or any of its
Subsidiaries for any reason other than such Director's death or Disability, the
Optionee (or his or her personal representative) must exercise this Option, to
the extent that this Option is Purchasable on the date of such termination, at
any time prior to the earlier of (i) the last day of the one year period
following the date that the Optionee ceases to be a Director or (ii) the
expiration of the Optionee's Option.
10. Disabled Optionee. In the event of termination of service as a
-----------------
Director of the Company because of the Optionee's becoming a Disabled Optionee,
the Optionee (or his or her legal representative) may exercise this Option, to
the extent such Option is Purchasable on the date of termination, at any time
prior to the earlier of (i) the last day of the one year period following the
beginning of the Optionee's Disability or (ii) the expiration date of this
Option.
11. Death of Optionee. In the event of the Optionee's death, the
-----------------
Optionee's administrators, executors or personal representatives or persons to
whom all or a portion of this Option is transferred in accordance with Section 6
hereof may exercise this Option at any time prior to the earlier of (i) the last
day of the one year period following the Optionee's death or (ii) the expiration
date of this Option. If the Optionee was a Director of the Company at the time
of death, this Option may be so exercised to the extent of the number of shares
that were Purchasable hereunder at the date of death. If the Optionee's service
as a Director terminated prior to his or her death, this Option may be exercised
only to the extent of the number of shares covered by this Option which were
Purchasable hereunder at the date of such termination.
<PAGE>
12. Compliance with Regulatory Matters. The Optionee acknowledges that
----------------------------------
the issuance of Stock of the Company is subject to limitations imposed by
federal and state law and the Optionee hereby agrees that the Company shall not
be obligated to issue any shares of Stock upon exercise of this Option that
would cause the Company to violate law or any rule, regulation, order or consent
decree of any regulatory authority (including without limitation the Securities
and Exchange Commission) having jurisdiction over the affairs of the Company.
The Optionee agrees that he or she will provide the Company with such
information as is reasonably requested by the Company or its counsel to
determine whether the issuance of Stock complies with the provisions described
by this Section 12.
13. Investment Representation of Optionee.
-------------------------------------
(a) Optionee represents to the Company the following: (i) that Optionee
has read and understands the terms and provisions of the Plan and hereby accepts
this Agreement subject to all terms and conditions of the Plan, and (ii) that
Optionee understands that, unless at the time of exercise of the Option, a
registration statement under the Securities Act of 1933, as amended, is in
effect covering the Stock, as a condition to the exercise of the Option, the
Company may require Optionee to represent that Optionee is acquiring the Stock
for Optionee's own account only and not with a view toward, or for sale in
connection with, any distribution of the Stock.
(b) The Optionee understands and agrees that the certificate or
certificates representing any shares of Stock acquired hereunder may bear an
appropriate legend relating to registration and resale under federal and state
securities laws.
(c) The Optionee shall not have any rights of a shareholder of the Company
with respect to the shares of Stock which may be purchased upon exercise of this
Option, unless and until such shares shall have been issued and delivered and
his/her name has been entered as a shareholder on the stock transfer records of
the Company.
14. Miscellaneous.
-------------
(a) This Agreement shall be binding upon the parties hereto and their
representatives, successors and assigns.
(b) This Agreement is executed and delivered in, and shall be
governed by the laws of, the State of Georgia, without regard to conflicts of
laws principles.
(c) Any notice, request, document or other communication given
hereunder shall be deemed to be sufficiently given upon personal delivery to the
other party or upon the expiration of three (3) days after depositing same in
the United States mail, return receipt requested, properly addressed to the
respective parties or such other address as they may give to the other party in
writing in the same manner as follows:
-3-
<PAGE>
Company: Centennial HealthCare Corporation
------- 400 Perimeter Center Terrace
Suite 650
Atlanta, Georgia 30346
Attention: Alan C. Dahl
Executive Vice President
and Chief Financial Officer
Optionee:
-------- -----------------------------------
-----------------------------------
-----------------------------------
-----------------------------------
(d) This Agreement may not be modified except in writing executed by
each of the parties hereto.
(e) This Agreement, together with the Plan, contains the entire
understanding of the parties hereto and supersedes any prior understanding
and/or written or oral agreement between them respecting the subject matter
hereof.
(f) The parties agree that the provisions of this Agreement are
severable and the invalidity or unenforceability of any provision in whole or
part shall not affect the validity or enforceability of any enforceable part of
such provision or any other provisions hereof.
(g) The headings with Sections herein are included solely for
convenience of reference and shall not control the meaning or interpretation of
any of the provisions of this Agreement.
(h) No waiver of any breach or default hereunder shall be considered
valid unless in writing, and no such waiver shall be deemed a waiver of any
subsequent breach or default of the same or similar nature.
(i) This Agreement may be executed in one or more counterparts, each
of which shall be deemed an original but all of which together shall constitute
one and the same instrument.
-4-
<PAGE>
IN WITNESS WHEREOF, the Board or Committee has caused this Non-
Employee Director Stock Option Agreement to be executed on behalf of the Company
and the Optionee has executed this Non-Employee Director Stock Option Agreement,
as of the day and year first above written.
COMPANY:
CENTENNIAL HEALTHCARE CORPORATION
By:
----------------------------------------
Alan C. Dahl, Executive Vice President
and Chief Financial Officer
OPTIONEE:
By:
----------------------------------------
-5-
<PAGE>
EXHIBIT 5.1
King & Spalding
191 Peachtree Street
Atlanta, Georgia 30303-1763
Telephone (404) 572-4600
Telecopier (404) 572-5100
November 12, 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 of up to 482,790 shares (the "Shares") of the Company's
Common Stock, $.01 par value per share, pursuant to the Amended and Restated
Centennial HealthCare Corporation 1997 Stock Plan (the "Plan"). 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
--------------------------
King & Spalding
<PAGE>
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
November 12, 1997
