Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
NATIONAL HEALTHCARE CORPORATION
- --------------------------------------------------------------------------
(Exact Name of Registrant as Specified in its Restated and Amended Limited
Partnership Agreement)
Delaware 52-2057472
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(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
100 Vine Street
Murfreesboro, Tennessee 37130
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(Address of Principal Executive Offices)
(Zip Code)
1997 Employee Stock Purchase Plan
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(Full Name of Plan)
W. Andrew Adams
Chairman, President, and Chief Executive Officer
National Healthcare Corporation
100 Vine Street, Murfreesboro, TN 37130
(Name and Address of Agent for Service)
(615) 890-2020
(Telephone number, including area code for agent for service)
<TABLE>
CALCULATION OF REGISTRATION FEE
- -----------------------------------------------------------------------------
<CAPTION>
Title of Proposed Proposed Maxi- Amount of
Securities Amount to be Maximum mum Aggregate Registration
to be Registered<F1> Offering Price Offering Price Fee
Registered Per Share <F2>
- ---------- -------------- --------------- -------------- ------------
<S> <C> <C> <C> <C>
Common 1,000,000 Shares $21.5265 $21,526,500 $6,350.32
Stock
<FN>
<F1> In addition, pursuant to Rule 416(c) under the Securities Act of 1933 as
amended (the "Securities Act"), this registration statement also covers an
indeterminate amount of interests to be offered or sold pursuant to the
employee benefit plan described herein.
<F2> Pursuant to Rule 457, the offering price is estimated solely for the
purpose of calculating the registration fee on the basis of the closing bid
price of $21.5265 per Share, as reported on the American Stock Exchange on
August 7, 1998.
</TABLE>
The Index to Exhibits appears on sequentially numbered page 7.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The documents listed below are incorporated by reference in this
Registration Statement. In addition, all documents subsequently filed by
National Healthcare Corporation, (the "Company") pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934 (the "Exchange
Act"), prior to the filing of a post-effective amendment which indicates that
all securities offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be a part thereof from the date of filing of
such documents. Any statement contained in a document incorporated or deemed
to be incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Registration Statement to the extent that a
statement contained herein or in any other subsequently filed document which
also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of
this Registration Statement.
(a) The Company's Annual Report on Form 10-K for the year ended December 31,
1997.
(b) The Company's Quarterly Report on Form 10-Q for the quarter ended March
31, 1998, as amended on Form 10-Q/A filed August 7, 1998.
(c) The Company's registration statement on Form 10 (SEC File No. 1-13489),
filed October 14, 1997 and amended through Amendment No. 1 on December
5, 1997.
(d) The description of the Company's Common Stock as contained in the
Company's Registration Statement on Form S-4 (SEC File No. 333-37173),
filed October 3, 1997, amended through Amendment No. 1 on December 20,
1997, amended through Amendment No. 2 on December 4, 1997, amended
through Amendment No. 3 on December 5, 1997 and amended through
Amendment No. 4 on December 5, 1997.
Item 4. Description of Securities
Not applicable.
Item 5. Interests of Named Experts and Counsel
The audited consolidated financial statements and schedules of the
Company incorporated by reference herein have been audited by Arthur Andersen,
LLP, independent public accountants, as indicated in their reports with
respect thereto, and are included herein in reliance upon the authority of
said firm in giving said reports.
Item 6. Indemnification.
Under the Company's Certificate of Incorporation, and in accordance with
Section 145 of the Delaware General Corporation Law (the "Delaware Law"), the
Company will indemnify any person made or threatened to be made a party to an
action or proceeding, whether civil, criminal, administrative or investigative
(other than a "derivative" action by or in the right of the Company to procure
a judgment in its favor) by reason of the fact that such person is or was a
director or officer of the Company, against judgments, fines, amounts paid in
settlement and reasonable expenses, including attorney's fees actually and
necessarily incurred as a result of such action or proceeding if such person
acted in good faith and in a manner such person reasonably believed to be in
(or not opposed to) the best interests of the Company, and, in criminal
actions or proceedings, had no reasonable cause to believe was unlawful. A
similar standard of care is applicable in the case of derivative actions,
except that indemnification only extends to amounts paid in settlement and
reasonable expenses (including attorneys' fees) incurred in connection with
the defense or settlement of such an action and then, where the action is
settled or otherwise disposed of or the person is adjudged to be liable to the
Company, only if and to the extent the court in which such action was brought
or, if none, a court of competent jurisdiction determines that such person is
fairly and reasonably entitled to such indemnity and then only for such
expenses as the court deems proper.
The Certificate of Incorporation provides that the Company may indemnify
a director or officer for the expenses incurred in defending the proceedings
specified above, at the conclusion of or in advance of their final
disposition or settlement, and on such terms, to such extent, and subject to
such conditions as the Board of Directors shall determine. The Certificate of
Incorporation also provides that the Company may, in its sole discretion,
indemnify any person who is or was one of its employees or agents or any
person who is or was serving at the request of the Company as a director,
officer, employee or agent of another corporation, partnership, joint venture,
trust or other enterprise to the same degree as the foregoing indemnification
of directors and officers. The Certificate of Incorporation also provides
that such persons are presumed to be entitled to indemnification, and that the
burden of proving that such person is not entitled to indemnification is on
the Company. Finally, the Certificate of Incorporation provides that if a
written claim by such person for indemnification is not paid within 30 days,
the claimant may bring suit to recover the unpaid amount, and if successful,
may recover attorneys' fees and expenses.
In addition, the Company may purchase and maintain insurance on behalf
of any person who is or was a director, officer, employee or agent of the
Company or another corporation, partnership, joint venture, trust or other
enterprise against any liability asserted against and incurred by such person
in such capacity, or arising out of the person's status as such whether or not
the Company would have the power or obligation to indemnify such person
against such liability under the provisions of the Delaware Law. The Company
maintains insurance for the benefit of the Company's officers and directors
insuring such persons against certain liabilities, including liabilities under
the securities laws.
Item 7. Exemption From Registration Claimed
Not applicable.
Item 8. Exhibits.
The Exhibits to this Registration Statement are listed in the Index to
Exhibits on Page E-1 of this Registration Statement, which Index is
incorporated herein by reference.
Item 9. Undertakings.
The Company hereby undertakes:
1. To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by section 10(a)(3) of
the Securities Act;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
Registration Statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high and of the estimated maximum offering range may
be reflected in the form of prospectus filed with the Commission pursuant to
Rule 424(b) if, in the aggregate, the changes in volume and price represent no
more than 20 percent change in the maximum aggregate offering price set forth
in the "Calculation of Registration Fee" table in the effective registration
statement.
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the Registration Statement or any
material change to such information in the Registration Statement; provided,
however, that paragraphs (1)(i) and (1)(ii) do not apply if the registration
statement is on Form S-3, Form S-8 or Form F-3 and the information required to
be included in a post-effective amendment by those paragraphs is contained in
periodic reports filed with or furnished to the Commission by the registrant
pursuant to Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in the 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.
4. The Company hereby undertakes that, for purposes of determining
any liability under the Securities Act, each filing of the Company's annual
report pursuant to Section 13(a) or Section 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 the Registration Statement shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
5. Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to partners, directors, officers and
controlling persons of the Company pursuant to the foregoing provisions, or
otherwise, the Company has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
the Company of expenses incurred or paid by a partner, director, officer or
controlling person of the Company in the successful defense of any action suit
or proceeding) is asserted by such partner, director, officer or controlling
person in connection with the securities being registered, the Company 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.
SIGNATURES
Pursuant to the requirements of the Securities Act, the Company
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 Murfreesboro, State of Tennessee, on July 31, 1998.
National Healthcare Corporation
By: /s/ W. Andrew Adams
W. Andrew Adams
Chief Executive Officer
National HealthCare Corporation
1997 Employee Stock Purchase Plan
By: /s/ Richard F. LaRoche, Jr.
Title:/s/ Senior Vice President
POWER OF ATTORNEY
Each person whose signature to the Registration statement appears below
hereby appoints W. Andrew Adams or Richard F. LaRoche, Jr. and each of them,
any one of whom may act without the joinder of the others, as his attorney-in-
fact to execute in the name and behalf of any such person, individually and in
the capacity stated below, and to file all amendments and post-effective
amendments to this Registration Statement, which amendment or amendments may
make such changes and additions in this Registration Statement as such
attorney-in-fact may deem necessary or appropriate.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the date indicated.
Signature Title Date
/s/ W. Andrew Adams Chairman of the Board, President July 31, 1998
W. Andrew Adams and Chief Executive Officer
/s/ Donald K. Daniel Vice President and Chief July 31, 1998
Donald K. Daniel Financial Officer
/s/ Robert G. Adams Director July 31, 1998
Robert G. Adams
/s/ Olin O. Williams, Director July 31, 1998
M.D.
Olin O. Williams, M.D.
/s/ J.K. Twilla, M.D. Director July 31, 1998
J.K. Twilla, M.D.
/s/ Ernest G. Burgess Director July 31, 1998
Ernest G. Burgess
/s/ Lawrence C. Tucker Director July 31, 1998
Lawrence C. Tucker
Exhibit Index
Exhibit No. Description of Exhibit
4.1 Certificate of Incorporation of Company (incorporated by
reference to Exhibit 3.1 to the Company's Registration
Statement No. 333-37185 on Form S-4)
4.2 By-Laws of Company (incorporated by reference to Exhibit 3.2
to the Company's Registration Statement No. 333-37185 on
Form S-4)
4.3 1997 Employee Stock Purchase Plan (incorporated by reference
to Exhibit 10.5.2 to the Company's Registration Statement
No. 333-37185 on Form S-4)
5 Opinion of Harwell Howard Hyne Gabbert & Manner, P.C.
23 Consent of Arthur Andersen LLP, Independent Public Accountants.
23.1 Consent of Harwell Howard Hyne Gabbert & Manner, P.C.
(contained in Exhibit 5)
24 Power of Attorney (see signature page)
HARWELL HOWARD HYNE
GABBERT & MANNER, P.C.
1800 FIRST AMERICAN CENTER
315 DEADERICK STREET
NASHVILLE, TENNESSEE 37238-1800
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TELEPHONE (615) 256-0500
FACSIMILE (615) 251-1059
August 10, 1998
National HealthCare Corporation
100 Vine Street
Murfreesboro, Tennessee 37130
Ladies and Gentlemen:
We have acted as special counsel to National Healthcare Corporation. (the
"Company") in connection with the registration of the Company's 1997 Employee
Stock Purchase Plan pursuant to a registration statement on Form S-8, as
filed with the Securities and Exchange Commission (the "Registration
Statement"). This firm hereby consents to the filing of this opinion as an
exhibit to the Registration Statement and with agencies of such states and
other jurisdictions as may be necessary in the course of complying with the
laws of such states and jurisdictions regarding the offering and sale of the
stock in accordance with the Registration Statement.
We have examined originals, or certified or photostatic copies of such
statutes, records, regulations, certificates of the officers of the Company
and of public officials, and such other information as we have deemed
necessary for purposes of rendering this opinion.
In stating our opinion, we have assumed: (i) that all signatures are genuine,
all documents submitted to us as originals are authentic, and all documents
submitted to us as copies conform to authentic original documents; and (ii)
that the parties to such documents have the legal right and power under all
applicable laws, regulations and agreements to enter into, execute, deliver
and perform their respective obligations thereunder.
On the basis of such review, but subject to the limitations expressed herein,
we are of the opinion, as of the date hereof, that the securities being
registered by the Registration Statement will, when sold as contemplated
under the Registration Statement, be legally issued, fully paid and non-
assessable.
Our opinion herein is limited solely to the laws of the United States of
America and the corporate law of the State of Delaware. In rendering the
opinion set forth herein, we have relied upon the documents referenced above
and have made no independent verification or investigation of factual matters
pertainingthereto or to the Company. The opinion expressed herein is subject
to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent
conveyance and other similar laws now or hereafter in effect relating to
or affecting the rights of creditors generally, judicial discretion, and
equitable principles whether applied pursuant to a proceeding at law or in
equity; and no opinion is expressed with respect to the availability of
equitable remedies.
Very truly yours,
HARWELL HOWARD HYNE
GABBERT & MANNER, P.C.
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accounts, we hereby consent to the incorporation by
reference in this registration statement on Form S-8 of National HealthCare
Corporation of our report dated February 12, 1998 included in National
HealthCare Corporation and Subsidiaries From 10-K for the year ended December
31, 1997 and to allreferences to our Firm included in or incorporated by
reference in this registration statement.
ARTHUR ANDERSEN LLP
Nashville, Tennessee
August 10, 1998
