CHEMED CORP, S-8, 1997-08-28

CHEMED CORP
S-8, 1997-08-28
CHEMICALS & ALLIED PRODUCTS

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=============================================================================

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM S-8

REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933

CHEMED CORPORATION
(Exact name of issuer as specified in its charter)

Delaware 31-0791746
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)

2600 Chemed Center, Cincinnati, Ohio 45202
(Address of principal executive offices) (Zip Code)

1997 STOCK INCENTIVE PLAN
(Full title of the plan)

NAOMI C. DALLOB
2600 Chemed Center, 255 East Fifth Street
Cincinnati, Ohio 45202
(Name and address of agent for service)

(513) 762-6900
(Telephone number, including area code, of agent for service)
---------------------------

CALCULATION OF REGISTRATION FEE

===============================================================================
Proposed Proposed
Title of maximum maximum
Securities Amount offering aggregate Amount of
to be to be price offering registration
registered registered* per share** price** fee

- ------------------------------------------------------------------------------
Capital Stock
(Par value $1 500,000 shs. $37.74 $18,368,468 $5,566.21
per share)
===============================================================================
*The number of shares being registered is the number of shares covered
by the 1997 Stock Incentive Plan. In addition to such shares, this Registration
Statement covers an indeterminate number of shares which, by reason of certain
events specified in such Plan, may become subject to issuance thereunder.

**Estimated solely for the purpose of calculating registration fee.
This amount is based on (1) a price of $35.94 per share for outstanding options
to purchase 212,800 shares, and (2) a price $35.88 per share for grant of stock
awards covering 1,100 unrestricted shares, and (3) a price

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of $37.19 per share based on the average of the high and low price of a share of
capital stock reported on the New York Stock Exchange on August 22, 1997 for
options to purchase 287,200 shares.

Part II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference

The following documents filed by the Company with the Securities and
Exchange Commission are incorporated by reference in this Registration
Statement.

(1) The Company's latest Annual Report on Form 10-K for the fiscal year
ended December 31, 1996;

(2) All other reports filed by the Company pursuant to Section 13(a) or
15(d) of the Securities Exchange Act of 1934 ("Exchange Act") for periods since
December 31, 1996.

(3) The Company's definitive Proxy Statement filed pursuant to Section
14 of the Exchange Act in connection with the Company's latest annual meeting of
stockholders; and

(4) The "Description of Capital Stock" set forth on page 11 of the
Prospectus dated November 26, 1991, filed as part of Registration Statement No.
33-44177, which Prospectus is incorporated by reference in such Registration
Statement on Form S-3 filed with the Commission on November 26, 1991.

All documents filed by the Company pursuant to Section 13, 14 or 15(d)
of the Exchange Act after the date of this Registration Statement and 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 and to be a part of this
Registration Statement and to be a part thereof from the date any such documents
are filed.

Item 4. Description of Securities

N/A

Item 5. Interest of Named Experts and Counsel

Legal matters in connection with the issuance of Chemed Capital Stock
offered hereby have been passed upon by Naomi C. Dallob, 2600 Chemed Center, 255
East 5th Street, Cincinnati, Ohio 45202. Ms. Dallob is Vice President and
Secretary, and a stockholder of the Company.

II-1

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Item 6. Indemnification of Directors and Officers

The Certificate of Incorporation and By-laws of the Company, and
separate Indemnity Agreements, provide for the indemnification of each director
and officer of the Company in connection with any claim, action, suit or
proceeding brought or threatened by reason of his position with the Company. In
addition, the General Corporation Law of the State of Delaware ("Delaware Law")
permits the Company to indemnify its directors, officers and others against
judgments, fines, amounts paid in settlement and attorneys' fees resulting from
various types of legal actions or proceedings if the actions of the party being
indemnified meet the standards of conduct specified in the Delaware Law.

Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers or controlling persons of
the Company pursuant to the provisions referred to above or otherwise, the
Company has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable.

Item 7. Exemption from Registration Claimed

N/A

Item 8. Exhibits.
<TABLE>
<CAPTION>

Page Number or
Incorporation
by Reference
Number
Under Item 601 File Number
Exhibit Regulation and
Number S-K Filing Date
- -------------------------------------------------------------------------------

<S> <C> <C>
1 (4) Certificate of Incorporation of Form S-3
Chemed Corporation Reg. No. 33-44177
11/26/91

2 (4) 1997 Stock Incentive Plan 1997 Proxy
4/4/97
3 (4) Form of Option under 1997 E-2 through E-4
Stock Incentive Plan

4 (5) Opinion and Consent of Counsel E-5
5 (23) Consent of Independent E-6
Accountants

6 (24) Powers of Attorney E-7 through E-17
</TABLE>

II-2
<PAGE> 4

Item 9. Undertakings.

The undersigned registrant hereby undertakes (1) to file, during any
period in which offers or sales are being made, a post-effective amendment to
this registration statement and to include any material information with respect
to the plan of distribution not previously disclosed in the registration
statement or any material changes to such information in the registration
statement; (2) that, for the purpose of determining any liability under the
Securities Act of 1933, 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; and (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.

The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) 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.

Insofar as indemnification for liabilities arising under the Securities
Act of 1933 ("Act") may be permitted to directors, officers or controlling
persons of the Company pursuant to the provisions referred to above 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 in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
against the Company 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 Act and will be governed by the final adjudication of such
issue.

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<PAGE> 5

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, 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 Cincinnati, State of Ohio, on the 28th day of August,
1997.

CHEMED CORPORATION

By: /s/ Edward L. Hutton
--------------------------------------
Edward L. Hutton
Chairman 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
--------- ----- ----
<S> <C> <C>
/s/ Edward L. Hutton Chairman and Chief Executive
- --------------------------- Officer August 28, 1997
Edward L. Hutton (Principal Executive Officer)

/s/ Timothy S. O'Toole Executive Vice President August 28, 1997
- --------------------------- and Treasurer
Timothy S. O'Toole (Principal Financial Officer)

/s/ Arthur V. Tucker Vice President and Controller August 28, 1997
- --------------------------- (Principal Accounting Officer)
Arthur V. Tucker, Jr.

James E. Devlin* Walter L. Krebs*
Charles H. Erhart, Jr.* Sandra E. Laney*
Joel F. Gemunder* Kevin J. McNamara*
Lawrence J. Gillis* John M. Mount*
Patrick P. Grace D. Walter Robbins, Jr. DIRECTORS
Thomas C. Hutton* Paul C. Voet*
George J. Walsh III*

/s/ Naomi C. Dallob Vice President and Secretary August 28, 1997
- ------------------------
Naomi C. Dallob
</TABLE>

II-4
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- -----------------
*Naomi C. Dallob signing her name hereto does sign this document on
behalf of each of the persons indicated above pursuant to powers of attorney
duly executed by such persons, filed with the Securities and Exchange
Commission.

/s/ Naomi C. Dallob
------------------------------
Naomi C. Dallob, Attorney-in-Fact

II-5

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INDEX TO EXHIBITS

Page number or
Incorporation
by Reference

Number
Under Item 601 File Number Sequentially
Exhibit Regulation and Previous Numbered
Number S-K Filing Date Exhibit
- ----------------------------------------------------------------------------------------------

<S> <C> <C>
1 (4) Certificate of Incorporation Form S-3 4.1
of Chemed Corporation Reg. No.
33-44177
11/26/91

2 (4) 1997 Stock Incentive Plan 1997 Proxy A
4/4/97

3 (4) Form of Option Under E-2 through E-4 Pages ___
1997 Stock Option Plan through ___

4 (5) Opinion and Consent of E-5 Page __
Counsel

5 (23) Consent of Independent E-6 Page __
Accountants

6 (24) Powers of Attorney E-7 through E-17 Pages __
through __

</TABLE>

<PAGE> 1
EXHIBIT 3

May 19, 1997

In accordance with the 1997 Stock Incentive Plan (the "Plan") of
Chemed Corporation (the "Corporation"), you are hereby granted an option to
purchase ____________ shares of the capital stock, par value $1.00 per share, of
the Corporation upon the following terms and conditions.

(1) The purchase price shall be $___________ per share. Payment
thereof shall be made in cash or, subject to the next sentence, by delivery to
the Corporation of shares of capital stock of the Corporation which shall be
valued at their Fair Market Value on the date of exercise, or in a combination
of cash and such shares. Your right to pay the purchase price, in whole or in
part, by delivery to the Corporation of shares of capital stock of the
Corporation is expressly subject to temporary or permanent revocation or
withdrawal at any time and from time to time by action of the Board of Directors
of the Corporation without any requirement that advance notice of such
revocation or withdrawal be given to you.

(2) Subject to the provisions of paragraphs (3) and (6), this
option is exercisable in whole or in part at any time and from time to time as
follows:

____________ shares on or after November 19, 1997,

____________ shares on or after November 19, 1998,

____________ shares on or after November 19, 1999,

____________ shares on or after November 19, 2000.

Once an installment becomes exercisable, it may be exercised at any time in
whole or in part until the expiration or termination of this option. Neither
this option nor any right hereunder may be assigned or transferred by you,
except by will, the laws of descent and distribution, pursuant to a qualified
Domestic Relations order,

E-2
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or to a permitted transferee. It may be exercised during your life only by you
or by a permitted transferee. Within fifteen (15) months after your death it may
be exercised only by your estate, by a permitted transferee, or by a person who
acquired the right to exercise the option by bequest or inheritance or by reason
of your death. At the time of each exercise of this option, you or the person or
persons exercising the option shall, if requested by the Corporation, give
assurances, satisfactory to counsel to the Corporation, that the shares are
being acquired for investment and not with a view to resale or distribution
thereof and assurances in respect of such other matters as the Corporation may
deem desirable to assure compliance with all applicable legal requirements.

(3) This option, to the extent that it shall not have been
exercised, shall terminate when you cease to be an employee of the Corporation
or a Subsidiary, unless you cease to be an employee because of your resignation
with the consent of the Incentive Committee or because of your death, incapacity
or retirement under a retirement plan of the Corporation or a Subsidiary. If you
cease to be an employee because of such resignation, this option shall terminate
upon the expiration of three months after you cease to be an employee, except as
provided in the next sentence. If you cease to be an employee because of your
death, incapacity or retirement under a retirement plan of the Corporation or a
Subsidiary, or if you cease to be an employee because of your resignation with
the consent of the Incentive Committee and die during the three-month period
referred to in the preceding sentence, this option shall terminate fifteen (15)
months after you ceased to be an employee. Where this option is exercised more
than three months after termination of employment, as aforesaid, only those
installments which shall have become exercisable prior to the expiration of
three months after you ceased to be an employee, whether by death or otherwise,
may be exercised. A leave of absence for military or governmental service or for
other purposes shall not, if approved by the Incentive Committee be deemed a
termination of employment within the meaning of this paragraph (3), provided,
however, that this option may not be exercised during any such leave of absence.
Notwithstanding the foregoing provisions of this paragraph (3) or any provision
of the Plan, this option shall not be exercisable after the expiration of ten
years from the date this option is granted.

(4) The number and class of shares or other securities covered
by this option and the price to be paid therefor shall be subject to adjustment
as, and under the circumstances, provided in Section 8 of the Plan.

(5) This option may be exercised only by serving written
notice on the Secretary or Treasurer of the Corporation. The Corporation shall
deliver the shares to you against payment; provided, however, no shares shall be
issued or transferred pursuant to this option unless and until all legal
requirements

E-3

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applicable to the issuance or transfer of such shares have, in the opinion of
the counsel to the Corporation, been complied with. Any Federal, state or local
withholding taxes applicable to any compensation you may realize by reason of
the exercise of the option or any subsequent disposition of the shares acquired
on exercise shall, upon request, be remitted to the Corporation or the
Subsidiary by which you are employed at the time of exercise or sale, as the
case may be. You shall have the rights of a stock holder only as to stock
actually delivered to you.

(6) If you are or become an employee of a Subsidiary, the
Corporation's obligations hereunder shall be contingent on the approval of the
Plan and this option by the Subsidiary and the Subsidiary's agreement that (a)
the Corporation may administer the Plan on its behalf, and (b) upon the exercise
of the option, it will purchase from the Corporation the shares subject to the
exercise at their Fair Market Value on the date of exercise, such shares to be
then transferred by the Subsidiary to the holder of this option upon payment by
the holder of the purchase price to the Subsidiary. Where appropriate, such
approval and agreement of the Subsidiary shall be indicated by its signature
below. The obligations of the Subsidiary so undertaken may be waived by the
Corporation.

(7) The Plan is hereby incorporated by reference. Each term
which is defined in the Plan and used in this option shall have the same meaning
in this option as it has in the Plan. This option is granted subject to the Plan
and shall be construed to conform to the Plan.

Very truly yours,

CHEMED CORPORATION

By:
------------------------------
Secretary

Receipt Acknowledged:

- ----------------------
Employee

E-4

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EXHIBIT 4

August 28, 1997

Chemed Corporation
2600 Chemed Center
Cincinnati, OH 45202

Dear Sir or Madam:

In connection with the Registration Statement on Form S-8 to be filed
by Chemed Corporation (the "Corporation") with the Securities and Exchange
Commission covering shares of the Corporation's capital stock, par value $1 per
share (the "Capital Stock"), to be issued pursuant to the Corporation's 1997
Stock Incentive Plan (the "Plan"), you have requested me as Vice President and
Secretary to the Corporation to render my opinion with respect to the matters to
which reference is made herein.

I have examined and am familiar with the Certificate of Incorporation
and By-laws of the Corporation, the minutes of the meetings of its directors and
stockholders, the Plan and the stock incentives to be granted pursuant thereto.

Based upon the foregoing, I am of the opinion that the shares of
Capital Stock issued pursuant to the stock incentives granted pursuant to and in
accordance with the terms of the Plan will, when issued in accordance with the
terms of said stock incentives, be validly issued and outstanding, fully paid
and non-assessable shares of Capital Stock of the Corporation.

I hereby consent to the filing of this opinion as an exhibit to said
Registration Statement.

Sincerely,

/s/ Naomi C. Dallob
Naomi C. Dallob
Vice President and Secretary

E-5

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Exhibit 5

CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the incorporation by reference in this
Registration Statement on Form S-8 of our report dated February 4, 1997, which
appears on page 19 of the 1996 Annual Report to Stockholders of Chemed
Corporation which is incorporated by reference in the 1996 Annual Report on Form
10-K of Chemed Corporation for the year ended December 31, 1996. We also consent
to the incorporation by reference of our report on the Financial Statement
Schedule, which appears on page S-2 of such Annual Report on Form 10-K.

/s/ Price Waterhouse LLP

PRICE WATERHOUSE LLP

Cincinnati, Ohio
August 28, 1997

E-6

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Exhibit 6