080194
As filed with the Securities and Exchange Commission on August 1, 1994
Registration No. 33-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------
Form S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
COMMUNITY PSYCHIATRIC CENTERS
(Exact name of registrant as specified in its charter)
Nevada
(State or other jurisdiction of incorporation or organization)
94-1599386
(I.R.S. Employer Identification Number)
24502 Pacific Park Drive, Laguna Hills, California 92656
(Address of Principal Executive Offices)
1989 STOCK INCENTIVE PLAN
(Full title of the plan)
RICHARD L. CONTE
Chief Executive Officer
Community Psychiatric Centers
24502 Pacific Park Drive, Laguna Hills, California 92656
(Name and address of agent for service)
(714) 831-1166
(Telephone number, including area code, of agent for service)
--------
Copy to:
HARTLY FLEISCHMANN, ESQ.
STELLA J. KIM, ESQ.
Fleischmann & Fleischmann
650 California Street, Suite 2550
San Francisco, California 94108
(415) 981-0140
--------------
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 check the following box. x
<TABLE>
CALCULATION OF REGISTRATION FEE
<CAPTION>
Title of Proposed Proposed
securities Amount maximum maximum Amount of
to be to be offering price aggregate registration
registered registered per share offering price fee
- ----------------------------------------------------------------------------
Common Stock,
<S> <C> <C> <C> <C>
$1.00 par value 1,362,669<F1> $12.62<F2> $17,196,882.78
930,000<F3> $13.125<F4> $12,206,250.00
1,707,331<F5> $13.125<F4> $22,408,719.37
--------------
$51,811,852.15
============== $17,866.16
- ----------------------------------------------------------------------------
<F1> Shares reserved for issuance by exercise of options heretofore granted
with a stated exercise price.
<F2> Weighted average option price per share.
<F3> Shares reserved for issuance by exercise of contingent options
heretofore granted without a stated exercise price.
<F4> Estimated solely for the purpose of calculating the registration fee and
based on the average of the high and low prices on the New York Stock
Exchange on July 29, 1994.
<F5> Shares reserved for options to be granted in the future.
</TABLE>
<PAGE>
Pursuant to General Instruction E to Form S-8, the contents of the
registrant's Registration Statement on Form S-8, File No. 33-37920, filed with
the Securities and Exchange Commission and effective on November 21, 1990, is
hereby incorporated in full herein by this reference.
EXHIBITS
Pursuant to General Instruction E to Form S-8, the following exhibits
are included in this Registration Statement.
5. Opinion of Fleischmann & Fleischmann regarding legality of the
securities being registered.
24. Consents
24.1 Consent of Fleischmann & Fleischmann (included in Exhibit 5).
24.2 Consent of Ernst & Young.
<PAGE>
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 to be signed on its
behalf by the undersigned thereunto duly authorized, in Laguna Hills, State
of California on July 25, 1994.
COMMUNITY PSYCHIATRIC CENTERS
By RICHARD L. CONTE
------------------------------
(Richard L. Conte, Chief
Executive Officer)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
above or below hereby appoints Richard L. Conte, Steven S. Weis and Morgan L.
Staines or any of them, his true and lawful attorney-in-fact and agent, with
full power of substitution and resubstitution, for him in his name, place and
stead, in any and all capacities, to sign and file any and all amendments to
this Registration Statement under the Securities Act of 1933, and all exhibits
and other documents in connection therewith, with the Securities and Exchange
Commission, granting unto each said attorney-in-fact and agent full power and
authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming
all that each said attorney-in-fact and agent, or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement on Form S-8 has been signed by the following persons in
the capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <S> <S>
RICHARD L. CONTE Chairman of the Board of Directors July 25, 1994
- --------------------------- and Chief Executive Officer
(Richard L. Conte) (Principal Executive Officer)
STEVEN S. WEIS Executive Vice President and July 25, 1994
- --------------------------- Chief Financial Officer
(Steven S. Weis) (Principal Financial Officer)
DAVID L. DENNIS Director July 25, 1994
- ---------------------------
(David L. Dennis)
HARTLY FLEISCHMANN Director July 25, 1994
- ---------------------------
(Hartly Fleischmann)
JACK H. LINDHEIMER, M.D. Medical Director and Director July 25, 1994
- ---------------------------
(Jack H. Lindheimer, M.D.)
STEPHEN J. POWERS Director July 21, 1994
- ---------------------------
(Stephen J. Powers)
DANA L. SHIRES, M.D. Director July 20, 1994
- ---------------------------
(Dana L. Shires, M.D.)
ROBERT L. THOMAS Director July 21, 1994
- ---------------------------
(Robert L. Thomas)
DAVID A. WAKEFIELD Executive Vice President and July 25, 1994
- --------------------------- Director
(David A. Wakefield)
STEVEN GRAY Controller (Principal Accounting July 27, 1994
- --------------------------- Officer)
(Steven Gray)
</TABLE>
Page 2
<PAGE>
Exhibits 5 and 24.1
Opinion of
Fleischmann & Fleischmann
Regarding Legality of The Securities Being Registered
and
Consent of Fleischmann & Fleischmann
July 28, 1994
Community Psychiatric Centers
24502 Pacific Park Drive
Laguna Hills, CA 92656
Gentlemen:
This opinion is furnished to you in connection with the registration statement
on Form S-8 of Community Psychiatric Centers (the "Company") to be filed with
the Securities and Exchange Commission (the "Registration Statement") relating
to the offering by the Company of up to 4,000,000 additional shares of its
$1.00 par value common stock (the "Stock") upon exercise of options granted or
to be granted pursuant to the Company's 1989 Stock Incentive Plan. Assuming
that the Registration Statement becomes and remains effective and that
applicable state securities laws have been complied with, we are of the
opinion that the Stock will, upon sale in the manner specified in the
Registration Statement, be legally issued, fully paid and nonassessable
shares of the common stock of the Company.
We consent to the filing of this Opinion as Exhibit 5 to the Registration
Statement.
Very truly yours,
FLEISCHMANN & FLEISCHMANN
By: HARTLY FLEISCHMANN
---------------------------
Hartly Fleischmann
HF:shs
<PAGE>
Exhibit 24.2
Consent of Independent Auditors
We consent to the incorporation by reference in Registration Statement
No. 33-37920 on Form S-8 dated November 21, 1990 pertaining to the 1989 Stock
Incentive Plan (the "Plan") of Community Psychiatric Centers of our report
dated January 28, 1994 on the consolidated financial statements and
financial statement schedules included in the Annual Report on Form 10-K of
Community Psychiatric Centers for the year ended November 30, 1993 which is
incorporated by reference into the Registration Statement on Form S-8
dated July 29, 1994 pertaining to the Plan.
ERNST & YOUNG
Los Angeles, California
July 28, 1994
