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
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(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
(Address of Principal Executive Offices)
(Zip Code)
1997 Stock Option and Stock Appreciation Rights 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
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(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>
Proposed Proposed Maximum Amount of
Title of Securities Amount to be Maximum Offering Aggregate Offering Registration
to be Registered Registered Price Per Share <F1> Price Fee
- ------------------- -------------- -------------------- ------------------- ------------
<S> <C> <C> <C> <C>
Common Stock 1,000,000 Shares $21.5265 $ 21,526,500 $ 6350.32
<FN>
<F1> 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 Registra-
tion 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. 1-13487),
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. 333-37185),
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 other-
wise 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 disposi-
tion 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 incorpor-
ated 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 devia-
tion 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 incorpor-
ated 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 ofexpenses 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 jurisdic-
tion 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
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 regis-
tration statement has been signed by the following persons in the capacities
and on the date indicated.
Signature Title Date
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/s/ W. Andrew Adams Chairman of the Board, July 31, 1998
W. Andrew Adams President 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, M.D., Director July 31, 1998
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 Stock Option and Stock Appreciation Rights Plan
(incorporated by reference to Exhibit 10.5.3 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 Stock
Option and Stock Appreciation Rights 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 contem-
plated 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
pertaining thereto 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 discre-
tion, and equitable principles whether applied pursuant to a proceeding at
law or in equity; and no opinion is expressed with respect to the availa-
bility 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 refer-
ence 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 all references to our Firm included in or incorporated by
reference in this registration statement.
ARTHUR ANDERSEN LLP
Nashville, Tennessee
August 10, 1998
