<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 10, 1997.
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
FORM S-1
NOVACARE EMPLOYEE SERVICES, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
<TABLE>
<S> <C> <C>
DELAWARE 7363 23-2866146
(STATE OR OTHER JURISDICTION (PRIMARY STANDARD (I.R.S. EMPLOYER
OF INCORPORATION OR ORGANIZATION) INDUSTRIAL CLASSIFICATION CODE IDENTIFICATION NUMBER)
NUMBER)
</TABLE>
2621 VAN BUREN AVENUE
NORRISTOWN, PENNSYLVANIA 19403
(610) 650-4700
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
LOREN J. HULBER
PRESIDENT AND CHIEF EXECUTIVE OFFICER
NOVACARE EMPLOYEE SERVICES, INC.
2621 VAN BUREN AVENUE
NORRISTOWN, PENNSYLVANIA 19403
(610) 650-4700
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENT FOR SERVICE)
Copies to:
<TABLE>
<S> <C> <C>
ANDREW J. BECK, ESQ. PETER D. BEWLEY, ESQ. FREDERICK W. KANNER, ESQ.
HAYTHE & CURLEY NOVACARE, INC. DEWEY BALLANTINE LLP
237 PARK AVENUE 1016 WEST NINTH AVENUE 1301 AVENUE OF THE AMERICAS
NEW YORK, NEW YORK 10017 KING OF PRUSSIA, PENNSYLVANIA 19406 NEW YORK, NEW YORK 10019
(212) 880-6000 (610) 992-7404 (212) 259-8000
</TABLE>
Approximate date of commencement of proposed sale to the public:
As soon as practicable after this Registration Statement becomes effective.
If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, as amended, check the following box. [ ]
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [X]
Registration No. 333-35071
If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
======================================================================================================================
PROPOSED MAXIMUM
PROPOSED MAXIMUM AGGREGATE AMOUNT OF
TITLE OF EACH CLASS OF AMOUNT TO BE OFFERING PRICE OFFERING REGISTRATION
SECURITIES TO BE REGISTERED REGISTERED(1) PER SHARE(2) PRICE(2) FEE(3)
- ----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock ($.01 par value)......... 575,000 $11.00 $6,325,000 $1,917
======================================================================================================================
</TABLE>
(1) Includes shares that the Underwriters have the option to purchase to cover
any over-allotments.
(2) Estimated solely for the purpose of calculating the registration fee.
(3) The Registrant paid a fee of $20,387.00 upon filing the original
Registration Statement.
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<PAGE> 2
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
This Registration Statement is being filed pursuant to Rule 462(b) under
the Securities Act of 1933, as amended, by NovaCare Employee Services, Inc.
(the "Company") with the Securities and Exchange Commission (the "Commission").
This Registration Statement hereby incorporates by reference the contents of
the Registration Statement on Form S-1 (File No. 333-35071) relating to the
offering of 4,500,000 shares of common stock of the Company, as amended.
<PAGE> 3
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Norristown, Commonwealth
of Pennsylvania on the 10th day of November, 1997.
NOVACARE EMPLOYEE SERVICES, INC.
By /s/ LOREN J. HULBER
------------------------------------
(Loren J. Hulber,
President and Chief Executive
Officer)
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ----------------------------------- -------------------------------------- -----------------
<C> <S> <C>
/s/ LOREN J. HULBER President and Chief Executive Officer November 10, 1997
- ----------------------------------- and Director
(Loren J. Hulber)
/s/ THOMAS D. SCHUBERT Senior Vice President, Chief Financial November 10, 1997
- ----------------------------------- Officer and Principal Accounting
(Thomas D. Schubert) Officer
/s/ E. MARTIN GIBSON Director November 10, 1997
- -----------------------------------
(E. Martin Gibson)
/s/ HARVEY V. FINEBERG, M.D. Director November 10, 1997
- -----------------------------------
(Harvey V. Fineberg, M.D.)
/s/ JOHN H. FOSTER Director November 10, 1997
- -----------------------------------
(John H. Foster)
/s/ TIMOTHY E. FOSTER Director November 10, 1997
- -----------------------------------
(Timothy E. Foster)
/s/ STEPHEN E. O'NEIL Director November 10, 1997
- -----------------------------------
(Stephen E. O'Neil)
</TABLE>
<PAGE> 4
INDEX TO EXHIBITS
EXHIBIT
NO.
5 Opinion of Haythe & Curley
23(a) Consent of Price Waterhouse LLP
23(b) Consent of Haythe & Curley (contained in its opinion filed as
Exhibit 5.1 hereto)
23(c) Consent of Brewer, Beemer, Kuehnhackl & Koon, P.A.
23(d) Consent of Varnadore, Tyler, Hoffner, King, Hawthorne, Hammer, &
Stathis, P.A.
23(e) Consent of Lazar, Levine & Company LLP
<PAGE> 1
Exhibit 5
November 10, 1997
NovaCare Employee Services, Inc.
2621 Van Buren Avenue
Norristown, Pennsylvania 19403
Dear Sirs:
We have acted as counsel for NovaCare Employee Services, Inc., a Delaware
corporation (the "Company"), in connection with the registration statement on
Form S-1 (No. 333- ), as amended (the "Registration Statement"), filed by the
Company under the Securities Act of 1933, as amended, with respect to (i)
500,000 shares (the "Firm Shares") of common stock, $.01 par value (the "Common
Stock"), of the Company to be issued and sold to a group of underwriters (the
"Underwriters") represented by BancAmerica Robertson Stephens and (ii) 75,000
shares (the "Over-Allotment Shares") of Common Stock issuable upon exercise of
the Underwriters' over-allotment option, as set forth in the Underwriting
Agreement to be entered into between the Company and the Underwriters (the Firm
Shares and the Over-Allotment Shares being hereinafter collectively referred to
as the "Shares").
In connection with the Registration Statement, we have examined such
records and documents and such questions of law as we have deemed necessary or
appropriate for the purposes of this opinion. On the basis of such examination,
we advise you that in our opinion the Shares have been duly and validly
authorized and, when issued and paid for in accordance with resolutions duly
adopted by the board of directors of the Company, will be duly and validly
issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to us under the caption "Legal
Matters" in the prospectus constituting a part of the Registration Statement.
Very truly yours,
/s/ Haythe & Curley
<PAGE> 1
Exhibit 23(a)
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-1 of NovaCare Employee Services, Inc. for the registration
of an additional 500,000 shares (575,000 shares if the overallotment is
exercised) of its common stock of our report dated July 31, 1997, except for
Notes 1 and 13 as to which the date is November 6, 1997, relating to the
consolidated financial statements of NovaCare Employee Services, Inc., which
appears on page F-3, and to all references to our Firm included in the
Registration Statement on Form S-1 or NovaCare Employee Services, Inc. (No.
333-35071) dated November 10, 1997 and incorporated by reference in this
Registration Statement. We also consent to the references to us under the
headings "Experts" and "Selected Financial Data" in such prospectus. However, it
should be noted that Price Waterhouse LLP has not prepared or certified such
"Selected Financial Data."
/s/ Price Waterhouse LLP
Philadelphia, Pennsylvania
November 10, 1997
<PAGE> 1
EXHIBIT 23(c)
[BREWER, BEEMER, KUEHNHACKL & KOON, P.A. LETTERHEAD]
CONSENT OF INDEPENDENT ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this Registration Statement on Form S-1 of NovaCare Employee
Services, Inc. for the registration of an additional 500,000 shares (575,000
shares if the overallotment is exercised) of its common stock of our report
dated April 4, 1997, relating to the consolidated financial statements of
Resource One, Inc. and to all references to our Firm included in the
Registration Statement or Form S-1 of NovaCare Employee Services, Inc. (No.
333-35071) and incorporated by reference in this registration statement.
/s/ Brewer, Beemer, Kuehnhackl & Koon, P.A.
BREWER, BEEMER, KUEHNHACKL & KOON, P.A.
Orlando, Florida
November 10, 1997
<PAGE> 1
EXHIBIT 23(d)
[CPA ASSOCIATES, P.A. LETTERHEAD]
CONSENT OF INDEPENDENT
PUBLIC ACCOUNTANT
As independent public accountants, we hereby consent to the incorporation by
reference in this Registration Statement on Form S-1 of NovaCare Employee
Services, Inc. for the registration of an additional 500,000 shares (575,000 if
the overallotment is exercised) of its common stock of our reports dated March
8, 1997 and April 17, 1997, relating to the combined financial statements of
Employee Services of America, Inc. and subsidiaries and to all references to our
Firm included in the Registration Statement on Form S-1 of NovaCare Employee
Services, Inc. (No. 333-35071) and incorporated by reference in this
Registration Statement.
/s/ CPA Associates, P.A.
CPA ASSOCIATES, P.A.
(Successor to the practice of Varnadore, Tyler, Hoffner, King, Hawthorne,
Hammer & Stathis, P.A.)
Bradenton, Florida
November 10, 1997
<PAGE> 1
EXHIBIT 23(e)
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANT
As independent public accountants, we hereby consent to the incorporation by
reference in this Registration Statement on Form S-1 of NovaCare Employee
Services, Inc. for the registration of an additional 500,000 shares (575,000
shares if the overallotment is exercised) of its common stock of our reports
dated March 7, 1997 and April 11, 1997, relating to the consolidated financial
statements of The TPI Group, Ltd. and subsidiaries and to all references to our
Firm included in the Registration Statement or Form S-1 of NovaCare Employee
Services, Inc. (No. 333-35071) and incorporated by reference in this
Registration Statement.
/s/ Lazar, Levine & Company LLP
--------------------------------
LAZAR, LEVINE & COMPANY LLP
New York, New York
November 10, 1997
