As filed with the Securities and Exchange Commission on November , 1996.
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
CONTINENTAL HEALTH AFFILIATES, INC.
(Exact name of registrant as specified in its charter)
Delaware 22-2362097
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
910 Sylvan Avenue 07632
Englewood Cliffs, N.J. (Zip Code)
(Address of principal executive offices)
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Benjamin Geizhals
General Counsel
910 Sylvan Avenue
Englewood Cliffs, N.J. 07632
(201) 567-4600
(Name, address, including zip code and telephone number,
including area code, of agent for service)
Copy to:
David W. Bernstein, Esq.
Rogers & Wells
200 Park Avenue
New York, New York 10166
CALCULATION OF REGISTRATION FEE
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<TABLE>
<CAPTION>
TITLE OF SECURITIES AMOUNT TO BE PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TO BE REGISTERED REGISTERED OFFERING PRICE PER AGGREGATE OFFERING REGISTRATION FEE
SHARE(1) PRICE
- -------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, 400,000 shares $1.56 $624,000.00 $216.00
par value $.02 per
share
</TABLE>
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(1) Estimated pursuant to Rule 457(c), solely for the purpose of
calculating the registration fee, on the basis of the last sale
price of the registrant's Common Stock in the over the counter
market on November , 1996.
PAGE
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Pursuant to the requirements of the Note to Part I of Form
S-8 and Rule 428(b)(1) of the rules under the Securities Act of
1933, as amended, the information required by Part I of Form S-8
is included in a "Stock Option Description" dated October 1996
distributed to participants in the Continental Health Affiliates,
Inc. 1989 Key Employees and Key Personnel Stock Option Plan (the
"Stock Option Plan"). The Stock Option Description dated October
1996, together with Item 3 of Part II of this Registration
Statement, constitute a Section 10(a) Prospectus.
PAGE
<PAGE>
PROSPECTUS FOR RESALES
The material which follows, up to but not including the page
beginning Part II of this Registration Statement, constitutes a
prospectus, prepared on Form S-3, in accordance with General
Instruction C to Form S-8, to be used in connection with resales
of securities acquired under the Continental Health Affiliates,
Inc. Stock Option Plan by affiliates of Continental Health
Affiliates, Inc., as defined in Rule 405 under the Securities Act
of 1933, as amended.
PAGE
<PAGE>
PROSPECTUS
CONTINENTAL HEALTH AFFILIATES, INC.
COMMON STOCK
This Prospectus relates to shares of Common Stock of
Continental Health Affiliates, Inc. (the "Company") which may be
offered from time to time by the people named under "Selling
Security Holders" in the over the counter market, where the
Company's Common Stock currently is traded, or on securities
exchanges, through automated quotation systems or in other
markets where the Common Stock may be traded, or in negotiated
transactions, at prices and on terms then available. The
respective Selling Security Holders will pay any brokerage fees
or commissions relating to sales by them. See "Method of Sale."
The Company will receive no part of the proceeds of any such
sales. The principal executive office of the Company is located
at 910 Sylvan Avenue, Englewood Cliffs, New Jersey 07632
(Telephone No. (201) 567-4600).
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED
BY THE SECURITIES AND EXCHANGE COMMISSION NOR HAS
THE COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
The expenses of preparing and filing the Registration
Statement of which this Prospectus is a part are being borne by
the Company.
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The date of this Prospectus is October 29, 1996
PAGE
<PAGE>
TABLE OF CONTENTS
Available Information...........................................2
Incorporation by Reference......................................2
Selling Security Holders........................................2
Method of Sale..................................................3
SEC Position Regarding Indemnification..........................3
AVAILABLE INFORMATION
The Company is subject to the informational
requirements of the Securities Exchange Act of 1934, and in
accordance with that Act files reports and other information with
the Securities and Exchange Commission. All reports, proxy
statements and other information filed with the Securities and
Exchange Commission by the Company can be inspected and copied at
the public reference facilities maintained by the Commission at
450 Fifth Street, N.W., Washington, D.C. 20549, and at the
following Regional Offices of the Commission: 7 World Trade
Center, New York, New York 10048 and 500 West Madison Street,
Suite 1400, Chicago, Illinois 60661-2511. Copies of that
material can also be obtained from the Public Reference Section
of the Commission at 450 Fifth Street, N.W., Washington, D.C.
20549, at prescribed rates.
INCORPORATION BY REFERENCE
The Company incorporates by reference into this
Prospectus (a) the Company's Annual Report on Form 10-K for the
year ended June 30, 1996, (b) all documents filed by the Company
pursuant to Section 13(a) or 15(d) of the Securities Exchange Act
of 1934 since June 30, 1996, and (c) the description of the
Company's Common Stock included in its registration statement
under Section 12 of the Securities Exchange Act of 1934 relating
to the Common Stock, including any amendment or report filed for
the purpose of updating that description. All documents
subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934, 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, will be deemed to be
incorporated by reference in this Registration Statement and to
be part of it from the date of filing such documents. Copies of
all documents which are incorporated by reference will be
provided without charge to anyone to whom this prospectus is
delivered upon a written or oral request to Continental Health
Affiliates, Inc., 910 Sylvan Avenue, Englewood Cliffs, N.J.
07632, Attention: Benjamin Geizhals, telephone number (201) 567-
4600.
SELLING SECURITY HOLDERS
This Prospectus relates to possible sales by
officers and directors of the Company of shares of Common Stock
purchased by them through the exercise of options granted to them
under the Company's 1989 Key Employees and Key Personnel Stock
Option Plan (the "Stock Option Plan"). The names of those
Selling Securities Holders are not known by the Company at this
time and will be provided by the Company, along with the number
of shares of Common Stock owned by each of them and the number of
shares to be resold, in a supplement to this Prospectus pursuant
to General Instruction C(3) to Form S-8 and Rule 424(b) under the
Securities Act of 1933.
II-2
PAGE
<PAGE>
METHOD OF SALE
The Company anticipates that any sales of the shares
offered by this Prospectus by Selling Security Holders will be
made to the public in the over the counter market where the
Company's Common Stock currently is traded or on securities
exchanges, through automated quotation systems or in other
markets where the Company's Common Stock may be traded, or in
negotiated transactions. The Company anticipates that sales will
be at prices current when the sales take place. Sales may
involve payment of brokers' commissions by Selling Security
Holders. There is no present plan of distribution.
SEC POSITION REGARDING INDEMNIFICATION
The Company's by-laws provide for indemnification of
officers and directors.
Insofar as indemnification for liabilities arising
under the Securities Act of 1933 might be permitted to directors,
officers or persons controlling the Company under the provisions
described above, the Company has been informed that in the
opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in that Act
and is therefore unenforceable.
II-3
PAGE
<PAGE>
PART II
INFORMATION REQUIRED IN THE
REGISTRATION STATEMENT
Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents are incorporated by
reference in this Registration Statement:
(a) The Annual Report of Continental Health
Affiliates, Inc. (the "Company") on Form 10-K for the year ended
June 30, 1996.
(b) All documents filed by the Company pursuant to
Section 13(a) or 15(d) of the Securities Exchange Act of 1934
since June 30, 1996.
(c) The description of the Company's Common Stock
included in its registration statement under Section 12 of the
Securities Exchange Act of 1934 relating to the Common Stock,
including any amendment or report filed for the purpose of
updating that description.
All documents subsequently filed by the Company
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities
Exchange Act of 1934, 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,
will be deemed to be incorporated by reference in this
Registration Statement and to be part of it from the date of
filing such documents.
Item 4. DESCRIPTION OF SECURITIES.
Not applicable.
Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the General Corporation Law of
Delaware gives Delaware corporations broad powers to indemnify
their present and former directors and officers and those of
affiliated corporations. That indemnification is not exclusive
of any other rights to which those indemnified may be entitled
under any by-laws, agreement, vote of stockholders or otherwise.
Article VII of the by-laws of the Company makes
mandatory the indemnification expressly authorized under the
Delaware General Corporation Law.
II-4
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The Company has purchased insurance which insures
officers and directors of the Company against loss arising from
claims by reason of their legal liability for acts as officers
and directors.
Item 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
Item 8. EXHIBITS.
The following documents are filed with or
incorporated by reference in this Registration Statement:
5 Opinion Regarding Legality
23 Consents of Experts and Counsel
(i) Rogers & Wells (counsel)
(ii) KPMG Peat Marwick LLP (independent public
accountants)
25 Powers of Attorney-included on signature pages
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 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.
(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.
(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 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.
II-5
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Insofar as indemnification for liabilities arising
under the Securities Act of 1933, as amended, (the "1933 Act")
may be permitted to directors, officers and controlling persons
of the registrant pursuant to the foregoing provisions, or
otherwise, the registrant has been advised that in the opinion of
the Securities and Exchange Commission such indemnification is
against public policy as expressed in the 1933 Act and is,
therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment
by the registrant of expenses incurred or paid by a director,
officer or controlling person of the registrant in the successful
defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the
securities being registered, the registrant 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 of whether or not such indemnification
by it is against public policy as expressed in the 1933 Act and
will be governed by the final adjudication of such issue.
II-6
PAGE
<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 this Registration Statement to be
signed on its behalf by the undersigned, thereunto duly
authorized, in the City of New York and State of New York on this
day of October, 1996.
CONTINENTAL HEALTH AFFILIATES,
INC.
By: /S/ JACK ROSEN
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Jack Rosen
Chairman of the Board
POWER OF ATTORNEY
Each person whose signature appears below appoints
each of Jack Rosen and Benjamin Geizhals, his agent and attorney
in fact, with full power of substitution, to execute for him and
in his name, in any and all capacities, all amendments, including
post-effective amendments, to the Registration Statement to which
this power of attorney is attached.
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>
NAME TITLE DATE
---- ----- ----
<S> <C> <C>
/s/ JACK ROSEN Chairman of the Board, Director October 29, 1996
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Jack Rosen (Principal Executive Officer)
/s/ JOSEPH ROSEN Director October 29, 1996
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Joseph Rosen
/s/ S. COLIN NEILL Vice President (Principal October 29, 1996
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S. Colin Neill Financial Officer)
/s/ ALLISON KURUS ALLEN Principal Accounting Officer October 29, 1996
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Allison Kurus Allen
/s/ ISRAEL INGBERMAN Director October 29, 1996
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Israel Ingberman
/s/ JOSEPH M. GIGLIO Director October 29, 1996
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Joseph M. Giglio
/s/ CARL D. GLICKMAN Director October 29, 1996
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Carl D. Glickman
/s/ BRUCE SLOVIN Director October 29, 1996
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Bruce Slovin
</TABLE>
S-1
PAGE
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[Rogers & Wells Letterhead]
October 29, 1996
Continental Health Affiliates, Inc.
910 Sylvan Avenue
Englewood Cliffs, New Jersey 07632
Dear Sirs:
We have acted as counsel to Continental Health
Affiliates, Inc. (the "Company") in connection with the proposed
issuance of up to 400,000 shares (the "Shares") of the Common
Stock, par value $.02 per share, of the Company in a public
offering being registered under the Securities Act of 1933 in a
registration statement on Form S-8 (the "Registration
Statement"). In that capacity, we are familiar with the
proceedings, corporate and other, relating to the authorization
of the issuance of the Shares.
Based on the foregoing, and such other examination
of law and fact as we have deemed necessary, we are of the
opinion that when sold as described in the Registration
Statement, the Shares will be legally issued, fully paid and non-
assessable.
We consent to the filing of this opinion as an
exhibit to the Registration Statement.
Very truly yours,
ROGERS & WELLS
S-2
PAGE
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CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
---------------------
As independent public accountants, we hereby consent to the
incorporation by reference in this registration statement of our
report dated September 27, 1996, included in the Form 10-K of
Continental Health Affiliates, Inc. for the fiscal year ended
June 30, 1996 and to all references to our Firm included in this
registration statement.
KPMG PEAT MARWICK LLP
New York, New York
October 29, 1996
S-3
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