<PAGE>
As filed with the Securities and Exchange Commission on January 20, 1995
Registration No. 33 -
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------
FORM S - 8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
-----------------
NATIONAL MEDICAL ENTERPRISES, INC.
(Exact name of registrant as specified in it charter)
Nevada 95-2557091
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
2700 Colorado Avenue
Santa Monica, California 90404
(310) 998-8000
(Address including zip code, and telephone number, including area code
of registrant's principal executive offices)
1994 DIRECTORS STOCK OPTION PLAN
(Full title of the plan)
Scott M. Brown
Senior Vice President and Secretary
2700 Colorado Avenue
Santa Monica, California 90404
(310) 998-8000
(Name, address including zip code and
telephone number, including area code, of agent for service)
--------------------
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
=============================================================================================================
PROPOSED PROPOSED
MAXIMUM MAXIMUM
TITLE OF AMOUNT OFFERING AGGREGATE AMOUNT OF
SECURITIES TO BE REGISTERED TO BE PRICE PER OFFERING REGISTRATION
REGISTERED SHARE* PRICE* FEE
- -------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value
$.075 per share.............. 500,000 shares $13.9375 $6,968,750 $2,404
=============================================================================================================
</TABLE>
* Pursuant to Rule 457(h), these prices are estimated solely for the
purpose of calculating the registration fee and are based upon the average of
the high and low sales prices of the Registrant's Common Stock on the New York
Stock Exchange on January 19, 1995.
There also are registered hereunder such additional indeterminate number
of shares as may be issued as a result of the adjustment provisions of the
Plan.
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
This Registration Statement on Form S-8 (the "Registration Statement") is
being filed by National Medical Enterprises, Inc. (the "Company" or
"Registrant") with respect to the Company's 1994 Directors Stock Option Plan
(the "Plan"), referred to on the cover of this Registration Statement. The
document(s) containing the information required in Part I of this Registration
Statement will be sent or given to each of the Company's directors who is
eligible to participate in the Plan, as specified by Rule 428(b)(1) promulgated
by the Securities and Exchange Commission (the "Commission") under the
Securities Act of 1933, as amended (the "1933 Act"). Such document(s) are not
being filed with the Commission but constitute (together with the documents
incorporated by reference into this Registration Statement pursuant to Item 3 of
Part II hereof) a prospectus that meets the requirements of Section 10(a) of the
1933 Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
- ------
The following documents filed with the Commission are incorporated herein
by reference:
(1) Annual Report on Form 10-K of the Company for the fiscal year ended May 31,
1994, as amended by Form 10-K/A, Amendment No. 1 to Annual Report on Form
10-K, filed pursuant to Section 13(a) of the Securities Exchange Act of
1934 (the "Exchange Act"), which contains audited financial statements for
the Company's latest fiscal year for which such statements have been filed.
(2) Quarterly Report of the Company on Form 10-Q for the quarter ended August
31, 1994.
(3) Quarterly Report of the Company on Form 10-Q for the quarter ended November
30, 1994.
(4) The description of the Common Stock, par value $.075 per share (the "Common
Stock"), of the Company, which is contained in the Company's Registration
Statement on Form S-3, Registration No. 33-45689, filed with the Commission
on February 14, 1992, including any amendments or reports filed for the
purpose of updating such description.
(5) The description of certain preferred stock purchase rights which have
attached to the Common Stock, which is contained in the Company's
Registration Statement on Form 8-A filed with the Commission on December 9,
1988, pursuant to Section 12 of the Exchange Act, including any amendments
or reports filed for the purpose of updating such description.
1
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All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 and 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 hereby have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated by
reference and to be a part hereof from the date of the filing of such documents.
Item 4. Description of Securities
- ------
Not Applicable
Item 5. Interests of Named Experts and Counsel
- ------
Legal Matters
Certain legal matters with respect to the Common Stock offered hereby will
be passed upon for the Company by Scott M. Brown, Senior Vice President,
Secretary and General Counsel of the Company.
As of December 31, 1994, Mr. Brown owned 2,400 shares of Common Stock, had
the right to acquire 199,489 shares of Common Stock pursuant to the Company's
Performance Investment Plan and has outstanding options to purchase 93,002
shares of Common Stock pursuant to other plans.
Experts
The consolidated financial statements and schedules of the Company and its
subsidiaries as of May 31, 1994 and 1993, and for each of the years in the
three-year period ended May 31, 1994, included in the Company's Annual Report on
Form 10-K for the year ended May 31, 1994, as amended by Form 10-K/A, Amendment
No. 1 to Annual Report on Form 10-K, have been incorporated by reference herein
in reliance upon the reports of KPMG Peat Marwick LLP, independent certified
public accountants, and upon the authority of said firm as experts in accounting
and auditing. The report of KPMG Peat Marwick LLP covering the 1994 consolidated
financial statements refers to a change in the method of accounting for income
taxes.
Item 6. Indemnification of Directors and Officers
- ------
Nevada law and the Company's Restated Articles of Incorporation and
Restated Bylaws permit indemnification of directors and officers in terms
sufficiently broad to indemnify officers and directors under certain
circumstances for liabilities (including expense reimbursement) arising under
the 1933 Act. The Company also maintains an indemnification agreement with each
of its directors and any officer designated by the Company's Board of Directors
insuring them against certain liabilities incurred by them in the performance of
their duties, including liabilities under the 1933 Act. In addition, the
Company has directors and officers liability insurance policies.
Insofar as indemnification for liabilities arising under the 1933 Act may
be permitted to directors, officers or persons controlling the Company pursuant
to the foregoing provisions, the Company has been informed that in the opinion
of the Commission such indemnification is against public policy as expressed in
the 1933 Act and is therefore unenforceable.
2
<PAGE>
Item 7. Exemption from Registration Claimed
- ------
Not Applicable
Item 8. Exhibits
- ------
Exhibit
Number Description
- ------ -----------
4. Instruments Defining the Rights of Security Holders, Including
Indentures.
a. The Company's 1994 Directors Stock Option Plan (Incorporated by
reference to Exhibit A to the Definitive Proxy Statement for the
Registrant's 1994 Annual Meeting of Shareholders).
5. Opinion of Scott M. Brown.
23. Consents
a. Consent of KPMG Peat Marwick LLP.
b. Consent of Scott M. Brown (included in his opinion filed as
Exhibit 5).
24. Power of Attorney (included on page 5 of this Registration Statement).
Item 9. Undertakings
- ------
The undersigned Registrant hereby undertakes:
(a) (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 of 1933;
(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;
(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;
3
<PAGE>
provided, however, that paragraphs (a)(1)(i) and (a)(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 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference 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.
(b) That, for purposes of determining any liability under the Securities
Act of 1933, each filing of the registrant's annual report pursuant to Sections
13(a) or 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 the time shall be deemed to be the initial bona fide offering thereof.
(h) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 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 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 whether such
indemnification by it is against public policy as expressed in the Securities
Act of 1933 and will be governed by the final adjudication of such issue.
4
<PAGE>
SIGNATURES
Pursuant to the requirements of the 1933 Act, 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 Santa
Monica, State of California on January 20, 1995.
NATIONAL MEDICAL ENTERPRISES, INC.
By: /s/ Scott M. Brown
-------------------------------
Scott M. Brown
Senior Vice President
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears in
this Registration Statement in any capacity hereby constitutes and appoints
Jeffrey C. Barbakow, Raymond L. Mathiasen and Scott M. Brown, and each of them,
his or her true and lawful attorneys-in-fact and agents, each acting alone, with
full power of substitution and resubstitution, for him or her and in his or her
name, place and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this Registration Statement and to file
the same, with all exhibits thereto, and other documents in connection
therewith, with the Commission, granting unto said attorneys-in-fact and agents,
each acting alone, 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 or she might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents, each acting
alone, or his or her substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.
Pursuant to the requirements of the 1933 Act, this Registration Statement
has been signed by the following persons in the capacities indicated on January
20, 1995.
Signature Title
--------- -----
/s/ Jeffrey C. Barbakow Chairman, Chief Executive
- ------------------------- Officer and Director
Jeffrey C. Barbakow
/s/ Michael H. Focht, Sr. President,
- ------------------------- Chief Operating Officer
Michael H. Focht, Sr. and Director
5
<PAGE>
Signature Title
--------- -----
/s/ Raymond L. Mathiasen Senior Vice President and
- -------------------------- Chief Financial Officer
Raymond L. Mathiasen (Principal Financial
and Accounting Officer)
/s/ Bernice B. Bratter Director
- --------------------------
Bernice B. Bratter
/s/ Maurice J. DeWald Director
- --------------------------
Maurice J. DeWald
/s/ Peter de Wetter Director
- --------------------------
Peter de Wetter
/s/ Edward Egbert, M.D. Director
- --------------------------
Edward Egbert, M.D.
/s/ Raymond A. Hay Director
- --------------------------
Raymond A. Hay
/s/ Lester B. Korn Director
- --------------------------
Lester B. Korn
/s/ James P. Livingston Director
- --------------------------
James P. Livingston
/s/ Richard S. Schweiker Director
- --------------------------
Richard S. Schweiker
6
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
Number Description Page
- ------ ----------- --------
<C> <S> <C>
4. Instruments Defining the Rights of Security Holders,
Including Indentures
a. The Company's 1994 Directors Stock Option Plan
(Incorporated by reference to Exhibit A to the
Definitive Proxy Statement for the Registrant's
1994 Annual Meeting of Shareholders) . . . . . . . . .
5. Opinion of Scott M. Brown. . . . . . . . . . . . . . . . . .
23. Consents
a. Consent of KPMG Peat Marwick LLP . . . . . . . . . . .
b. Consent of Scott M. Brown (included in his opinion
filed as Exhibit 5) . . . . . . . . . . . . . . . . . .
24. Power of Attorney (included on page 5 of this
Registration Statement). . . . . . . . . . . . . . . . . . .
</TABLE>
<PAGE>
EXHIBIT 5
January 20, 1995
National Medical Enterprises, Inc.
2700 Colorado Avenue
Santa Monica, CA 90404
Gentlemen:
I am the General Counsel of National Medical Enterprises, Inc., a Nevada
corporation (the "Company"), and in such capacity I have examined the Company's
Registration Statement on Form S-8 (the "Registration Statement") under the
Securities Act of 1933, as amended (the "1933 Act"), for the registration of
500,000 shares of the Company's common stock, $.075 par value per share (the
"Shares"), issuable upon the exercise of stock options which have been or will
be granted under the Company's 1994 Directors Stock Option Plan (the "Plan").
I have examined and am familiar with originals or copies, certified or
otherwise identified to my satisfaction, of such documents, corporate records,
certificates of public officials and officers of the Company and such other
instruments as I have deemed necessary or appropriate as a basis for the
opinions expressed below.
Based on the foregoing, I am of the opinion that the Shares are duly
authorized and when the Shares have been issued and delivered upon due exercise
of stock options and payment of the option exercise price in accordance with the
terms of the Plan, such Shares will be legally issued, fully paid and
nonassessable.
I hereby consent to the filing of this opinion as Exhibit 5 to the
Registration Statement. In giving such consent, I do not thereby admit that I
come within the category of persons whose consent is required under Section 7 of
the 1933 Act, as amended, or the rules and regulations of the Securities and
Exchange Commission thereunder.
Very truly yours,
Scott M. Brown
<PAGE>
EXHIBIT 23(a)
ACCOUNTANTS' CONSENT
Board of Directors
National Medical Enterprises, Inc.:
We consent to the use of our reports dated July 27, 1994 incorporated by
reference in the Registration Statement (No. 33-xxxx) on Form S-8 of National
Medical Enterprises, Inc., relating to the consolidated balance sheets of
National Medical Enterprises, Inc. and subsidiaries as of May 31, 1994 and 1993,
and the related consolidated statements of operations, shareholders' equity and
cash flows for each of the years in the three-year period ended May 31, 1994,
and all related schedules, and to the reference to our firm under the heading
"Experts" in the Registration Statement. Our report on the 1994 consolidated
financial statements refers to a change in the method of accounting for income
taxes.
KPMG PEAT MARWICK LLP
Los Angeles, California
January 20, 1995
