<PAGE> 1
As filed with the Securities and Exchange Commission on August 25, 1995
Registration No. 33-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-------------------------
CHAMPION HEALTHCARE CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
<TABLE>
<S> <C> <C>
DELAWARE 14340 TORREY CHASE, SUITE 320 58-2283872
(State of Other Jurisdiction HOUSTON, TEXAS 77014 (I.R.S. Employer
of Incorporation or Organization) (713) 583-5491 Identification No.)
(Address of Principal Executive Office)
</TABLE>
-------------------------
FOUNDER'S STOCK OPTIONS
CHAMPION HEALTHCARE CORPORATION EMPLOYEE STOCK OPTION PLAN
CHAMPION HEALTHCARE CORPORATION EMPLOYEE STOCK OPTION PLAN NO. 2
CHAMPION HEALTHCARE CORPORATION EMPLOYEE STOCK OPTION PLAN NO. 3
CHAMPION HEALTHCARE CORPORATION DIRECTORS' STOCK OPTION PLAN
CHAMPION HEALTHCARE CORPORATION PHYSICIANS STOCK OPTION PLAN
AMERIHEALTH, INC. 1984 NON-QUALIFIED PLAN
AMERIHEALTH, INC. SPECIAL STOCK OPTIONS
(Full Title of the Plan)
-------------------------
JAMES G. VANDEVENDER
Executive Vice-President
Champion Healthcare Corporation
14340 Torrey Chase
Suite 320
Houston, Texas 77014
(Name and Address of Agent for Service)
Telephone Number, Including Area Code
of Agent for Service:
(713) 583-5491
Approximate Date Sale to Public Will Start: As soon as practicable after the
effective date of this registration.
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------
TITLE OF AMOUNT TO PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
SECURITIES TO BE OFFERING PRICE PER AGGREGATE OFFERING REGISTRATION
BE REGISTERED REGISTERED SHARE(1) PRICE(1) FEE(2)
-------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock
$0.01 par value 559,531 $6.9375 $3,881,746.30 $1,339.00
-------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Estimated in accordance with Rule 457(a) solely for the purpose of
calculating the registration fee.
(2) As no separate consideration is payable for the Rights, the
registration fee for such securities is included in the fee for the
Common Stock.
================================================================================
<PAGE> 2
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTS
NOTE: The document(s) containing the employee benefit plan information
required by Item 1 of Form S-8 and the document of availability of registrant
information and any other information required by Item 2 of Form S-8 will be
sent or given to employees as specified by Rule 428 under the Securities Act of
1933, as amended (the "Securities Act"). In accordance with Rule 428 and the
requirements of Part I of Form S-8, such documents are not being filed with the
Securities and Exchange Commission (the "Commission") either as part of this
Registration Statement or as prospectuses or prospectus supplements pursuant to
Rule 424 under the Securities Act. The registrant shall maintain a file of
such documents in accordance with the provision of Rule 428. Upon request, the
registrant shall furnish to the Commission or its staff a copy or copies of all
of the documents included in such file.
<PAGE> 3
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
This registration statement incorporates herein by reference the following
documents which have been filed (File No. 0-11851) with the Commission by
Champion Healthcare Corporation (the "Company") pursuant to the Securities
Exchange Act of 1934, as amended ("Exchange Act"):
1. The Company's Annual Report on Form 10-K for the year ended December
31, 1994, as amended on Form 10-K/A Amendment No. 3;
2. The Company's Quarterly Reports on Form 10-Q for the quarters ended
March 31, 1995 (as amended in Form 10-Q Amendment No. 2) and June 30,
1995.
3. The Company's registration statement on Form 8.
Each document filed by the Company pursuant to Section 13(a), 13(c), 14 or
15(d) of the Exchange Act subsequent to 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 this
registration statement and to be a part hereof from the date of filing such
documents.
Any statement 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 subsequently filed document which also is
or is deemed to be incorporated by reference herein modifies or supersedes such
statement. Any statement so modified or superseded shall not be deemed, except
as so modified or superseded, to constitute a part of this registration
statement.
ITEM 4. DESCRIPTION OF SECURITIES
Not Applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Legal opinion -- the validity of the shares of common stock to be offered
hereunder has been passed upon for Champion Healthcare Corporation by Wayne M.
Whitaker of the law firm Michener, Larimore, Swindle, Whitaker, Flowers,
Sawyer, Reynolds & Chalk, L.L.P. ("Michener Larimore"). 4,243 shares of common
stock of Champion Healthcare Corporation are owned by partners and associates
of the firm.
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<PAGE> 4
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145 of the Delaware General Corporation Law provides, generally,
that a corporation shall have the power to indemnify any person who was or is a
party or is threatened to be made a party to any suit or proceeding (except
actions by or in the right of the corporation) by reason of the fact that such
person is or was a director or officer of the corporation against all expenses,
judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with such suit or proceeding if he acted in good
faith and in a manner he reasonably believed to be in or not opposed to the
best interests of the corporation and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was unlawful. A
corporation may similarly indemnify such person for expenses actually and
reasonably incurred by him in connection with the defense or settlement of any
action or suit by or in the right of the corporation, provided such person
acted in good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the corporation, and, in the case of claims,
issues and matters as to which such person shall have been adjudged liable to
the corporation, provided that a court shall have determined, upon application,
that, despite the adjudication of liability but in view of all of the facts and
circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses which such court shall deem proper.
Section 102(b)(7) of the Delaware General Corporation Law ("DGCL")
provides, generally, that the certificate of incorporation may contain a
provision eliminating or limiting the personal liability of a director to the
corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director, provided that such provision may not eliminate or limit the
liability of a director (i) for any breach of the director's duty of loyalty to
the corporation or its stockholders, (ii) for acts or omissions not in good
faith or which involve intentional misconduct or a knowing violation of law,
(iii) under section 174 of Title 8, or (iv) for any transaction from which the
director derived an improper personal benefit. No such provision may eliminate
or limit the liability of a director for any act or omission occurring prior to
the date when such provision becomes effective.
Article VI of the Company's Certificate of Incorporation provides as
follows:
"A director of the Corporation shall not be personally liable to the
corporation or its stockholders for monetary damages for any breach of
fiduciary duty as a director, except for liability (i) for any breach by
the director of his duty of loyalty to the Corporation or its stockholders,
(ii) for acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law, (iii) under Section 174 of the
DGCL or (iv) for any transaction from which the director derived an
improper personal benefit.
No repeal, modification or amendment of, or adoption of any provision
inconsistent with this Article VI nor, to the fullest extent permitted by
law, any modification of law shall adversely affect any right or protection
of a director of the Corporation existing at the time of such repeal,
amendment, adoption of modification or affect the liability of any director
of the Corporation for any action taken or any
II-2
<PAGE> 5
omission that occurred prior to the time of such repeal, amendment,
adoption or modification.
If the DGCL shall be amended after the date hereof to authorized
corporation action further eliminating or limiting the liability of
directors, then a director of the Corporation, in addition to the
circumstances in which he is not liable immediately prior to such
amendment, shall be free of liability to the fullest extent permitted by
the DGCL, as so amended."
Article VII of the Company's By-laws also contains an indemnity provision,
requiring the Company to indemnify members of the Board of Directors and
officers of the Company and their respective heirs, personal representatives
and successors in interest, to the extent provided by the Delaware Corporation
statutes and by the Company's Certificate of Incorporation.
The Company may purchase liability insurance policies covering its
directors and officers.
In addition, the Selling Stockholders have agreed in the Lenox Agreement to
indemnify the Company, its directors and officers and each person, if any, who
controls the Company within the meaning of either the Securities Act of 1933,
as amended, or the Securities and Exchange Act of 1934, as amended, against
certain liabilities including civil liabilities under the Securities Act.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
The Exhibit Index immediately preceding the exhibits is incorporated herein
by reference.
ITEM 9. UNDERTAKINGS
(a) 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:
(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;
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<PAGE> 6
(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 the undertakings set forth in paragraph
(i) and (ii) above do not apply if the information required to be
included in a post-effective amendment by those paragraphs is
contained in periodic reports filed by the registrant pursuant to
Section 13 or Section 15(d) of the Exchange Act 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) 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 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 this 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.
(c) 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 provisions
described under Item 6 above, or otherwise, the registrant 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. 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, on 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 that 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> 7
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 Houston, State of Texas, on August 25, 1995.
CHAMPION HEALTHCARE CORPORATION
BY: /s/ JAMES G. VANDEVENDER
------------------------------
James G. VanDevender
Executive Vice-President
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints James G. VanDevender, Deborah H.
Frankovich, Suzanne S. Miskin, Esq, and Wayne M. Whitaker, Esq., and each of
them, his true and lawful attorneys-in-fact and agents with full power of
substitution and re-substitution for him and in his name, place and stead, in
any and all capacities, to sign any or 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
Securities and Exchange Commission and any state Securities regulatory board,
agency or commission, granting unto said attorneys-in-fact and agents and each
of them full power and authority, to do and perform each and every act and
thing requisite or necessary to be done in and about the premises, to all
intents and purposes and as fully as they might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents or their
substitutes may lawfully do or cause to be done by virtue hereof.
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<PAGE> 8
Pursuant to the requirements of the Securities Act of 1933,
this registration statement has been signed by the following persons in the
capacities and on the date indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
<S> <C> <C>
/s/ Charles R. Miller President, CEO & Director August 25, 1995
------------------------
Charles R. Miller
/s/ James G. VanDevender Executive Vice-president, August 25, 1995
------------------------ CFO and Director
James G. VanDevender
/s/ Nolan Lehmann Director August 25, 1995
------------------------
Nolan Lehmann
/s/ Paul B. Queally Director August 25, 1995
------------------------
Paul B. Queally
/s/ James A. Conroy Director August 25, 1995
------------------------
James A. Conroy
/s/ David S. Spencer Director August 25, 1995
------------------------
David S. Spencer
/s/ Manuel M. Ferris Director August 25, 1995
------------------------
Manuel M. Ferris
Director
------------------------ -----------------
Scott F. Meadow
/s/ William G. White Director August 25, 1995
------------------------
William G. White
Director
------------------------ -----------------
Richard D. Sage
/s/ Robert M. Starling Vice-president & August 25, 1995
------------------------
Robert M. Starling Controller
</TABLE>
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<PAGE> 9
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER
-------
<S> <C>
*4.1(a)- Certificate of Incorporation (Incorporated by reference to
Exhibit 3.01 of the registrant's Form 10-K for the year ended
December 31, 1987 and to Exhibit 4 of the registrant's
Form 10-Q for the quarter ended September 30, 1989)
*4.1(b)- Amended Certificate of Incorporation dated December 6, 1994
(Incorporated by reference to Exhibit 3.01(b) of the registrant's
Form 10-K for the year ended December 31, 1994)
*4.2- Bylaws of Champion Healthcare Corporation
(Incorporated by reference to Exhibit 4.2 of the registrant's
Form S-8 filed with the SEC on or about August 3, 1995)
*4.3- Form of Common Stock Certificate
(Incorporated by reference to Exhibit 4.2 of the registrant's
Form S-8 filed with the SEC on or about August 3, 1995)
*4.4- Founder's Stock Option-Charles R. Miller
(Incorporated by reference to Exhibit 4.2 of the registrant's
Form S-8 filed with the SEC on or about August 3, 1995)
*4.5- Founder's Stock Option-James G. VanDevender
(Incorporated by reference to Exhibit 4.2 of the registrant's
Form S-8 filed with the SEC on or about August 3, 1995)
*4.6- Champion Healthcare Corporation
Employee Stock Option Plan
(Incorporated by reference to Exhibit 4.2 of the registrant's
Form S-8 filed with the SEC on or about August 3, 1995)
*4.7- Champion Healthcare Corporation
Employee Stock Option Plan No. 2
(Incorporated by reference to Exhibit 4.2 of the registrant's
Form S-8 filed with the SEC on or about August 3, 1995)
</TABLE>
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<PAGE> 10
<TABLE>
<S> <C>
*4.8- Champion Healthcare Corporation
Employee Stock Option Plan No. 3
(Incorporated by reference to Exhibit 4.2 of the registrant's
Form S-8 filed with the SEC on or about August 3, 1995)
*4.9- Champion Healthcare Corporation
Directors' Stock Option Plan
(Incorporated by reference to Exhibit 4.2 of the registrant's
Form S-8 filed with the SEC on or about August 3, 1995)
*4.10- Champion Healthcare Corporation
Physicians Stock Option Plan
(Incorporated by reference to Exhibit 4.2 of the registrant's
Form S-8 filed with the SEC on or about August 3, 1995)
4.11- AmeriHealth, Inc. 1984 Non-Qualified Plan
4.12- AmeriHealth, Inc. Special Stock Option - William G. White
4.13- AmeriHealth, Inc. Special Stock Option -
Charles P. Cardwell, M.D, 1988
4.14- AmeriHealth, Inc. Special Stock Option -
Charles P. Cardwell, M.D, 1987
4.15- AmeriHealth, Inc. Special Stock Option - Steven M. Dick
4.16- AmeriHealth, Inc. Special Stock Option - Carol Lipscomb
5 - Opinion of Michener, Larimore, Swindle, Whitaker,
Flowers, Sawyer, Reynolds & Chalk, L.L.P.
23.1 - Consent of Coopers & Lybrand, L.L.P.
23.2 - Consent of Michener, Larimore, Swindle, Whitaker,
Flowers, Sawyer, Reynolds & Chalk, L.L.P.
(Incorporated in Exhibit 5)
</TABLE>
_________________
* Incorporated by reference as indicated.
II-8
<PAGE> 1
EXHIBIT 4.11
STOCK OPTION PLAN
OF
AMERIHEALTH, INC.
ARTICLE I
GENERAL
1.1 Purpose
The purpose of this Stock Option Plan (the "Plan") is to provide for
the officers, certain directors and the key employees of AmeriHealth, Inc. (the
"Corporation") an incentive (i) to join and remain in the service of the
Corporation, (ii) to maintain and enhance the Corporation's long-term
performance and profitability, and (iii) to encourage ownership by the
Corporation's officers, directors and key employees of common stock of the
Corporation.
1.2 Administration
(a) The Plan shall be administered by an Incentive Plan Committee,
which shall consist of not less than three persons (some or all of whom may,
but need not, be directors) having full authority to act in such capacities
(the "Committee"). The members of the Committee shall be appointed by, and may
be changed from time to time in the discretion of, the Board of Directors of
the Corporation.
(b) The Committee shall have the authority (i) to exercise all of the
powers granted to it under the Plan, (ii) to construe, interpret and implement
the Plan and any Plan agreements executed pursuant to Section 2.3, (iii) to
prescribe, amend and rescind rules and regulations relating to the Plan, (iv)
to make all determinations necessary or advisable in administering the Plan,
and (v) to correct any defect, supply any omission and reconcile any
inconsistency in the Plan.
(c) The determination of the Committee on all matters relating to the
Plan or any Plan agreement shall be conclusive.
(d) No member of the Committee shall be liable for any action or
determination made in good faith with respect to the Plan or any award
thereunder.
1.3 Persons Eligible for Awards
Awards under the Plan may be made to such officers, directors and
executive, managerial or professional employees ("key personnel") of the
Corporation, as the Committee shall in its sole discretion select. The
Committee may from time to time in its sole discretion determine that any key
persons shall be ineligible to receive awards under the Plan.
1
<PAGE> 2
1.4 Types of Awards Under Plan
Awards made under the Plan shall be in the form of stock options, as
more fully set forth in Article II.
1.5 Shares Available for Awards
(a) Shares of Stock ("Shares") that shall be transferable pursuant to
options under the Plan shall be authorized and unissued or treasury shares of
the common stock of the Corporation as constituted on the effective date of the
Plan, and any other shares into which such common stock shall thereafter be
changed by reason of a recapitalization, merger, consolidation, split-up,
combination, exchange of shares or the like.
(b) (i) Subject to Section 3.5, the aggregate number of Shares
which may be transferred pursuant to options under the Plan shall not exceed
(ii) In the event that, as of the date of the termination or
expiration of any option, any Shares subject thereto shall not have been
transferred, then the number of such Shares which shall not have been
transferred shall again become available for the purposes of the Plan.
(ii)[sic] Alternative options to which the same Shares are
subject may be granted to a grantee; the exercise by such a grantee of all or
any part of any such alternative option shall cause the number of Shares
subject to such grantee's remaining alternative option(s) to be reduced by the
number of Shares in respect of which such option shall have been exercised.
1.6 Definition of Fair Market Value
The term "fair market value" as used herein as of any date and in
respect of any Share means the mean between the bona fide bid and asked prices
as reported on the NASDAQ/OTC system on such date, or if none, the mean between
the bona fide bid and asked prices (as reported on such system) on the date
nearest such date on which bona fide bid and asked prices are available,
provided, if such means, in the opinion of the Committee, do not reflect the
actual fair market value of Shares as of such date, the Committee in its
discretion shall determine fair market value of the Shares making such
reasonable modification to Such available bid and asked prices as it shall
determine and taking into account other relevant facts and elements of value.
ARTICLE II
STOCK OPTIONS
2.1 Grant of Stock Options
The Committee may grant options under the Plan to purchase Shares to
such key personnel, and in such amounts and subject to such terms and
conditions, as the Committee shall from time to time determine in its sole
discretion, subject to the terms and provisions of this Plan.
2
<PAGE> 3
2.2 Agreements Evidencing Stock Options
(a) Options granted under the Plan shall be evidenced by written
agreements ("Plan agreements") which shall not be inconsistent with the terms
and provisions of the Plan, and which shall contain such provisions as the
Committee may in its sole discretion deem necessary or desirable. Each grantee
accepting an award pursuant to this Plan shall agree that each such award shall
be subject to all of the terms and provisions of this Plan, including but not
limited to the provisions of Section 1.2(d).
(b) Each Plan agreement with respect to the granting of an option
shall set forth the number of Shares subject to the option granted thereby.
(c) Each Plan agreement shall set forth the amount (the "option
exercise price") payable by the optionee to the Corporation upon exercise of
the option evidenced thereby. The option exercise price per Share shall in no
event be less than 100% of the fair market value of a Share on the date the
option is granted.
2.3 Term of Options
Each Plan agreement shall set forth the period during which the
options evidenced thereby shall be exercisable, whether in whole or in part,
such periods to be determined by the Committee in its discretion; provided
that, notwithstanding the foregoing or any other provision of the Plan, no
option shall be exercisable (i) prior to the first anniversary of the date of
grant, or (ii) more than 10 years after the date of grant.
2.4 Exercise of Options
Subject to the provisions of this Article II, each option granted
under the Plan shall be exercisable as determined by the Committee, provided:
(a) Once an installment becomes exercisable, it shall remain
exercisable until expiration, surrender or termination of the option.
(b) An option granted under the Plan may be exercised from time to
time as to all or part of the Shares as to which such option shall then be
exercisable; provided that--
(i) An option shall be exercisable by the filing of a
written notice of exercise, specifying the number of Shares to
be purchased, with the Corporation, on such form and in such
manner as the Committee shall in its sole discretion
prescribe.
(ii) Any written notice of exercise of an option
shall be accompanied by payment of the full purchase price for
the Shares being purchased. Payment shall be made by certified
or official bank check or the equivalent thereof acceptable to
the Corporation. As soon as practicable after receipt of such
payment, the Corporation shall, subject to the provisions of
Section 3.2, deliver to the optionee a certificate or
certificates for such Shares.
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<PAGE> 4
2.5 Termination of Employment or Service; Death
(a) Except to the extent otherwise provided in Section 2.5(b) or
2.5(c), all options granted to a grantee (and not theretofore exercised) shall
terminate upon his termination of employment or service for any reason
(including death). The Committee may in its discretion determine (i) whether
any leave of absence constitutes a termination of employment or service within
the meaning of the Plan, and (ii) the impact, if any, of any such leave of
absence on awards under the Plan theretofore made to a grantee who takes such
leave of absence.
(b) If a grantee's employment or service terminates for any reason
other than death, dismissal for cause or resignation from employment without
the Corporation's prior consent, such grantee may, but only within 90 days
after his employment or service terminates, exercise any option granted to him
under the Plan to the extent that he was entitled to exercise such option on
the date his employment or service terminated.
(c) In the event that a grantee dies while in the employ or service of
the Corporation, or during the 90-day period after his employment or service
terminates for any reason other than dismissal for cause or resignation from
employment without the Corporation's prior consent, any option granted to such
grantee under the Plan shall be exercisable, but only within one year after the
date of his death, to the extent that such optionee was entitled to exercise
such option on the date of his death. Any such exercised following the
grantee's death may be made only by such grantee's personal representative
unless the grantee's will specifically disposes of such option, in which case
such exercise shall be made only by the recipient of such specific disposition.
(d) Notwithstanding the provisions of Section 2.5(b) and 2.5(c), in no
event shall any option be exercisable more than 10 years after the date of
grant of such option.
ARTICLE III
MISCELLANEOUS
3.1 Amendment of the Plan; Modification of Awards
(a) The Board of Directors of the Corporation may from time to time
suspend or discontinue the Plan or revise or amend it in any respect
whatsoever, except that no such amendment shall alter or unpair any rights or
obligations under any award theretofore made under the Plan without the consent
of the person to whom such award was made. Furthermore, except as and to the
extent otherwise permitted by Section 3.5 or 3.11, no such amendment shall:
(i) increase, beyond the amounts set forth in Section 1.5, the
number of Shares which may be transferred pursuant to options;
(ii) change the designation in Section 1.3 of the class of
persons eligible to receive awards under the Plan;
(iii) provide for the grant of options having an option
exercise price per Share less than the fair market value of a Share on the date
of grant;
(iv) permit an option to be exercisable less than one year or
more than 10 years after the date of grant; or
4
<PAGE> 5
(v) entend [sic] the term of the Plan beyond the period set
forth in Section 3.13(b).
(b) With the consent of the grantee and subject to the terms and
conditions of the Plan (including Section 3.1(a)), the Committee may amend
outstanding Plan agreements with such grantee.
3.2 Restrictions
(a) If the Committee shall at any time determine that any Consent (as
hereinafter defined) is necessary or desirable as a condition of, or in
connection with, the granting of any award under the Plan, the issuance or
purchase of Shares or other rights thereunder or the taking of any other action
thereunder (each such action being hereinafter referred to as a "Plan Action"),
then such Plan Action shall not be taken, in whole or in part, unless and until
such Consent shall have been effected or obtained to the full satisfaction of
the Committee.
(b) The term "Consent" as used herein with respect to any Plan Action
means (i) any and all listings, registrations or qualifications in respect
thereof upon any securities exchange or under any federal, state or local law,
rule or regulation, (ii) any and all written agreements and representations by
the optionee or grantee with respect to the disposition of Shares, or with
respect to any other matter, which the Committee shall deem necessary or
desirable to comply with the terms of any such listing, registration or
qualification or to obtain an exemption from the requirement that any such
listing, qualification or registration be made and (iii) any and all consents,
clearances and approvals in respect of a Plan Action by any governmental or
other regulatory bodies.
3.3 Nonassignability
No right granted to any optionee under the Plan or under any Plan
agreement shall be assignable or transferable other than by will or by the laws
of descent and distribution. During the life of the optionee, all rights
granted to the optionee under the Plan or under any Plan agreement shall be
exercisable only by him or by his guardian or legal representative.
3.4 Withholding Taxes
Whenever under the Plan Shares are to be delivered upon exercise of an
option, the Corporation shall be entitled to require as a condition of delivery
that the optionee remit an amount sufficient to satisfy all federal, state and
other governmental withholding tax requirements related thereto.
3.5 Adjustments Upon Changes in Capitalization
The number of Shares which may be transferred pursuant to options
under the Plan, the number of Shares subject to options theretofore granted
under the Plan, and the option exercise price of options theretofore granted
under the Plan shall be proportionately adjusted for any increase or decrease
in the number of issued Shares resulting from the subdivision or combination
5
<PAGE> 6
of Shares or other capital adjustments, or the payment of a stock dividend
after the effective date of this Plan, or other increase or decrease in such
shares effected without receipt of consideration by the Corporation; provided,
however, that no adjustment shall be made unless the aggregate effect of all
such increases and decreases occurring in any one fiscal year after the
effective date of this Plan will increase or decrease the number of issued
shares by 5% or more; and, provided further, that any options to purchase
fractional Shares resulting from any such adjustment shall be eliminated.
Adjustments under this Section shall be made by the Committee, whose
determination as to what adjustments shall be made, and the extent thereof,
shall be final, binding and conclusive.
3.6 Right of Discharge Reserved
Nothing in the Plan or in any Plan agreement shall confer upon any
officer, director, employee or other person the right to continue in the
employment or service of the Corporation or any of its subsidiaries or affect
any right which the company or any of its subsidiaries may have to terminate
the employment or service of such officer, director, employee or other person.
3.7 No Rights as a Stockholder
No optionee or other person exercising an option shall have any of the
rights of a stockholder of the Corporation with respect to Shares subject to an
option until the issuance of a stock certificate to him for such Shares. Except
as otherwise provided in Paragraph 3.5, no adjustment shall be made for
dividends, distributions or other rights (whether ordinary or extraordinary,
and whether in cash, securities or other property) for which the record date is
prior to the date such stock certificate is issued.
3.8 Nature of Payments
(a) Any and all payments of Shares shall be granted, transferred or
paid in consideration of services performed for the Corporation by the grantee.
(b) All such grants and issuances constitute a special incentive
payment to the grantee and shall not, unless otherwise determined by the
Committee, be taken into account in computing the amount of salary or
compensation of the grantee for the purposes of determining any pension,
retirement, death or other benefits under (i) any pension, retirement, life
insurance or other benefit plan of the Corporation or any subsidiary or (ii)
any agreement between the Corporation or any subsidiary, on the one hand, and
the grantee on the other hand.
3.9 Non-Uniform Determinations
The Committee's determination under the Plan need not be uniform and
may be made by it selectively among persons who receive, or are eligible to
receive, awards under the Plan (whether or not such persons ae [sic] similarly
situated). Without limiting the generality of the foregoing, the Committee
shall be entitled, among other things, to make non-uniform and selective
6
<PAGE> 7
determinations, and to enter into non-uniform and selective Plan agreements, as
to (i) the persons to receive awards under the Plan, (ii) the terms and
provisions of awards under the Plan, and (iii) the treatment of leaves of
absence pursuant to Section 2.5(a).
3.10 Other Payments or Awards
Nothing contained in the Plan shall be deemed in any way to limit or
restrict the Corporation, any subsidiary or the Committee from making any award
or payment to any person under any other plan, arrangement or understanding,
whether now existing or hereafter in effect.
3.11 Reorganization
(a) In the event that the Corporation is merged or consolidated with
another corporation and (i) the Corporation is not the surviving corporation or
(ii) the Corporation shall be the surviving corporation and there shall be any
change in the Shares by reason of such merger or consolidation, or in the event
that all or substantially all of the assets of the Corporation are acquired by
another corporation, or in the event of the reorganization or liquidation of
the Corporation (each such event being hereinafter referred to as a
"Reorganization Event") or in the event that the Board of Directors of the
Corporation shall propose that the Corporation enter into a Reorganization
Event, then the Committee may in its discretion take any or all of the
following actions:
(i) by written notice to each grantee, provide that
his option will be terminated unless exercised within 30 days (or such longer
period as the Committee shall determine in its sole discretion) after the date
of such notice; and
(ii) advance the dates upon which any or all
outstanding options shall be exercisable.
(b) Whenever deemed appropriate by the Committee, any action referred
to in Section 3.11(a) may be made conditional upon the consummation of the
applicable Reorganization Event.
3.12 Section Headings
The section headings contained herein are for the purposes of
convenience only and are not intended to define or limit the contents of said
sections.
3.13 Effective Date and Term of Plan
(a) The Plan shall become effective upon the approval thereof by the
affirmative votes of a majority of the members of the Board of Directors of the
Corporation.
(b) The Plan shall terminate 10 years after the date on which it
becomes effective, and no awards shall thereafter be made under the Plan.
Notwithstanding the foregoing, all awards made under the Plan prior to such
date shall remain in effect until such awards have been satisfied or terminated
in accordance with the terms and provisions of the Plan.
7
<PAGE> 1
EXHIBIT 4.12
AGREEMENT
This Agreement dated as of the 31st day of May, 1988 (hereinafter the
"grant date"), is by and between AMERIHEALTH INC., a Delaware corporation
with its principal office at Suite 1500, 2859 Paces Ferry Road, Atlanta,
Georgia 30339 (hereinafter called the "Corporation"), party of the first part
and William G. White (hereinafter the "Optionee"), party of the second part.
W I T N E S S E T H:
WHEREAS on May 31, 1988 the Corporation by and through its Executive
Committee adopted resolutions authorizing the granting of stock options
(hereinafter sometimes called "Options") to certain key personnel of the
Corporation to purchase common stock of the corporation (other than pursuant to
its existing Stock Option Plan) in order to secure or increase such persons
stock ownership in the Corporation in order to increase their incentive and
personal interest in the welfare of the Corporation;
WHEREAS, the optionee is one of the key personnel named by the
Executive Committee in its resolutions granting the Options:
NOW, THEREFORE, in consideration of the premises and of the covenants
and agreements herein set forth, the parties bereby covenant and agree as
follows:
1. Grant of Option. Subject to the terms and conditions set
forth herein. the Corporation grants to the Optionee the option to purchase
from the Corporation all or any part of an aggregate number of Fifteen thousand
(15,000) shares of the common stock of the Corporation authorized and unissued
or, at the option of the Corporation treasury stock if available (hereinafter
called the "optioned shares").
2. Price. The price to be paid for the optioned shares shall be
One dollar ($1.00) per share, provided such price may be adjusted as provided
in Section 8 below.
3. Payment and Notice of Exercise. The Option herein granted
may be exercised only by written notice of intent to exercise the option,
served upon the secretary of the Corporation at its above listed office
address, specifying the number of shares in respect of which the Option is
being exercised, accompanied by payment for such shares by certified check or
bank draft to the order of the Corporation. Such shares upon payment of the
purchase price, shall be fully paid and nonassessable.
4. Vesting of Option. This Option shall be fully exercisable as
of the grant date.
5. Termination of Employment or Services; Death.
(a) Except to the extent otherwise provided in Section 5(b) or
5(c) all Options granted to the Optionee (and not theretofore exercised) shall
terminate upon his termination of employment or service with the Corporation
for any reason (including death). The Corporation may in its discretion
determine (i) whether any leave of absence constitutes a termination of
employment or service for this purpose, and (ii) the impact, if any, of any
such leave of absence on the Options theretofore granted
<PAGE> 2
to the Optionee and not theretofore exercised.
(b) If the Optionee's employment or service terminates for any reason
other than death, dismissal for cause or resignation from employment without
the Corporation's prior consent, the optionee may, but only within 90 days
after his employment or service terminates, exercise any option granted to him
under this Agreement to the extent that he was entitled to exercise such Option
on the date his employment or service terminated.
(c) In the event that the Optionee dies while in the employ or service
of the Company or during the 90-day period after his employment or service
terminates for any reason other than dismissal for cause or resignation from
employment without the Corporation's prior consent, any Option granted under
this Agreement shall be exercisable, but only within one year after the date of
his death, to the extent that the Optionee was entitled to exercise such Option
on the date of his death. Any such exercise following the Optionee's death may
be made any by his personal representative unless the Optionee's will
specifically disposes of such option. in which case such exercise shall be made
only by the recipient of such specific disposition.
6. Restriction on Alienation. Neither Options nor any rights
hereunder granted may be assigned, transferred, pledged or alienated by the
Optionee otherwise than by will or the laws of descent and distribution nor may
they be exercised during the life of the Optionee other than by the Optionee or
by his guardian or legal representative.
7. Withholding Taxes. Whenever Shares are to be delivered upon
exercise of an Option. the Corporation shall be entitled to require as a
condition of delivery that the Optionee remit an amount sufficient to satisfy
all federal, state and other governmental withholding tax requirements related
thereto.
8. Adjustments Upon Changes in Capitalization. The number of
Shares subject to these Options and the option exercise price of Shares shall
be proportionately adjusted for any increase or decrease in the number of
issued Shares resulting from the subdivision or combination of Shares or other
capital adjustments, or the payment of a stock dividend after the grant date or
other increase or decrease in such shares effected without receipt of
consideration by the Corporation: provided, however that no adjustment shall be
made unless the aggregate effect of all such increases and decreases occurring
in any one fiscal year after the grant date will increase or decrease the
number of issued shares by 5% or more; and provided further that any options to
purchase fractional Shares resulting from any such adjustment shall be
eliminated.
Adjustments under this Section shall be made by the Corporation, whose
determination as to what adjustments shall be made, and the extent thereof,
shall be final, binding and conclusive.
9. Reorganization.
(a) In the event that the Corporation is merged or
consolidated with another corporation and (i) the Corporation is not the
surviving corporation or (ii) the Corporation shall be the surviving
corporation and there shall be any change in the Shares by reason of such
merger or consolidation, or in the event that all or substantially all of the
assets of the Corporation are acquired by another corporation, or in the event
of the reorganization or liquidation of the Corporation (each such event being
hereinafter referred to as a "Reorganization Event") or in the event that the
Board of Directors
<PAGE> 3
of the Corporation shall propose that the Corporation enter into a
Reorganization Event, then the Corporation may in its discretion take any or
all of the following actions:
(i) by written notice to the Optionee, provide that his Option
will be terminated unless exercised within 30 days (or such longer period as
the Corporation shall determine in its sole discretion) after the date of such
notice; and
(ii) advance the dates upon which any or all outstanding
Options shall be exercisable.
(b) Whenever deemed appropriate by the Corporation any action referred
to in this Section may be made conditional upon the consummation of the
applicable Reorganization Event.
10. Investment Restriction. Upon the exercise of any portion of
the Option herein granted, the Corporation may require that there be presented
to and filed with it a representation in writing, signed by the Optionee or his
personal representatives, as the case may be, that such shares are being
acquired in good faith for investment and not for public distribution and will
not be sold, transferred or otherwise disposed of in violation of the
applicable federal and state securities laws.
11. Stock Legend. All certificates at any time representing
purchased shares (as hereinafter defined) shall bear such endorsement as the
Corporation may deem required or desirable pursuant to the Security Act of
1933.
12. Definitions. For the purposes of Section 11 hereof, the
term "purchased shares" shall mean the shares of common stock of the
Corporation purchased pursuant to the exercise of any Option granted herein as
well as:
(i) all shares of the stock of the Corporation at any time
hereafter issued as a dividend upon the purchased shares, and
(ii) all shares of stock or other securities of the
Corporation into which the purchased shares shall be changed, or for which the
purchased shares shall be exchanged, whether through reorganization,
recapitalization, stock split-ups, combination of shares, merger or
consolidation.
13. Status of Optionee. The Optionee shall not be deemed for any
purposes to be a shareholder of the Corporation with respect to any of the
optioned shares except to the extent that the Option herein granted shall have
been exercised with respect thereto and a stock certificate issued therefor.
14. No Restraint on Corporate Powers. The existence of the
Option herein granted shall not affect in any way the right or power of the
Corporation and its shareholders to make or authorize any or all adjustments,
recapitalizations, reorganizations or other changes in the Corporation's
capital structure or its business, or any merger or consolidation of the
Corporation, or any issue of bonds, debentures, preferred or prior preference
stock ahead of or affecting the common stock of the Corporation or the rights
thereof, or dissolution or liquidation of the Corporation or any sale or
transfer of all or any part of its assets or business, whether of a similar
character or otherwise.
15. Securities Restriction. If at any time the Corporation
shall determine, in its discretion, that the listing, registration or
qualification of the shares covered by the Option under any securities exchange
or under any state or federal law is necessary or desirable as a condition of
or in connection with the purchase of shares hereunder, the Option may not be
exercised, in whole or in part, unless
<PAGE> 4
and until such listing, registration or qualification shall have been effected
free of any conditions not acceptable to the corporation.
IN WITNESS WHEREOF, the Corporation has caused this instrument to be
exercised by its duly authorized officers, and its corporate seal hereunto
affixed, and the Optionee has hereunto affixed his hand.
AMERIHEALTH, INC.
Attest:
/s/ Lisa T. Hillman By: /s/ William G. White
____________________________ __________________________
Lisa Todd Hillman, Secretary William G. White, President
[CORPORATE SEAL]
[EXECUTIONS CONTINUED ON NEXT PAGE]
<PAGE> 5
In the presence of: OPTIONEE:
/s/ Sherrie Lochala /s/ William G. White
______________________ ________________________
______________________ Address: _______________
_______________
<PAGE> 1
EXHIBIT 4.13
AGREEMENT
This Agreement dated as of the 31st day of May, 1988 (hereinafter the
"grant date"), is by and between AMERIHEALTH INC., a Delaware corporation
with its principal office at Suite 1500, 2859 Paces Ferry Road, Atlanta,
Georgia 30339 (hereinafter called the "Corporation"), party of the first part
and Charles P. Cardwell (hereinafter the "Optionee"), party of the second part.
W I T N E S S E T H:
WHEREAS on May 31, 1988 the Corporation by and through its Executive
Committee adopted resolutions authorizing the granting of stock options
(hereinafter sometimes called "Options") to certain key personnel of the
Corporation to purchase common stock of the corporation (other than pursuant to
its existing Stock Option Plan) in order to secure or increase such persons
stock ownership in the Corporation in order to increase their incentive and
personal interest in the welfare of the Corporation;
WHEREAS, the optionee is one of the key personnel named by the
Executive Committee in its resolutions granting the Options:
NOW, THEREFORE, in consideration of the premises and of the covenants
and agreements herein set forth, the parties bereby covenant and agree as
follows:
1. Grant of Option. Subject to the terms and conditions set
forth herein, the Corporation grants to the Optionee the option to purchase
from the Corporation all or any part of an aggregate number of Three thousand
five hundred (3,500) shares of the common stock of the Corporation authorized
and unissued or, at the option of the Corporation treasury stock if available
(hereinafter called the "optioned shares").
2. Price. The price to be paid for the optioned shares shall be
One dollar ($1.00) per share, provided such price may be adjusted as provided
in Section 8 below.
3. Payment and Notice of Exercise. The Option herein granted
may be exercised only by written notice of intent to exercise the option,
served upon the secretary of the Corporation at its above listed office
address, specifying the number of shares in respect of which the Option is
being exercised, accompanied by payment for such shares by certified check or
bank draft to the order of the Corporation. Such shares upon payment of the
purchase price, shall be fully paid and nonassessable.
4. Vesting of Option. This Option shall be fully exercisable as
of the grant date.
5. Termination of Employment or Services; Death.
(a) Except to the extent otherwise provided in Section 5(b) or
5(c) all Options granted to the Optionee (and not theretofore exercised) shall
terminate upon his termination of employment or service with the Corporation
for any reason (including death). The Corporation may in its discretion
determine (i) whether any leave of absence constitutes a termination of
employment or service for this purpose, and (ii) the impact, if any, of any
such leave of absence on the Options theretofore granted
<PAGE> 2
to the Optionee and not theretofore exercised.
(b) If the Optionee's employment or service terminates for any reason
other than death, dismissal for cause or resignation from employment without
the Corporation's prior consent, the optionee may, but only within 90 days
after his employment or service terminates, exercise any option granted to him
under this Agreement to the extent that he was entitled to exercise such Option
on the date his employment or service terminated.
(c) In the event that the Optionee dies while in the employ or service
of the Company or during the 90-day period after his employment or service
terminates for any reason other than dismissal for cause or resignation from
employment without the Corporation's prior consent, any Option granted under
this Agreement shall be exercisable, but only within one year after the date of
his death, to the extent that the Optionee was entitled to exercise such Option
on the date of his death. Any such exercise following the Optionee's death may
be made any by his personal representative unless the Optionee's will
specifically disposes of such option, in which case such exercise shall be made
only by the recipient of such specific disposition.
6. Restriction on Alienation. Neither Options nor any rights
hereunder granted may be assigned, transferred, pledged or alienated by the
Optionee otherwise than by will or the laws of descent and distribution nor may
they be exercised during the life of the Optionee other than by the Optionee or
by his guardian or legal representative.
7. Withholding Taxes. Whenever Shares are to be delivered upon
exercise of an Option, the Corporation shall be entitled to require as a
condition of delivery that the Optionee remit an amount sufficient to satisfy
all federal, state and other governmental withholding tax requirements related
thereto.
8. Adjustments Upon Changes in Capitalization. The number of
Shares subject to these Options and the option exercise price of Shares shall
be proportionately adjusted for any increase or decrease in the number of
issued Shares resulting from the subdivision or combination of Shares or other
capital adjustments, or the payment of a stock dividend after the grant date or
other increase or decrease in such shares effected without receipt of
consideration by the Corporation: provided, however that no adjustment shall be
made unless the aggregate effect of all such increases and decreases occurring
in any one fiscal year after the grant date will increase or decrease the
number of issued shares by 5% or more; and provided further that any options to
purchase fractional Shares resulting from any such adjustment shall be
eliminated.
Adjustments under this Section shall be made by the Corporation, whose
determination as to what adjustments shall be made, and the extent thereof,
shall be final, binding and conclusive.
9. Reorganization.
(a) In the event that the Corporation is merged or
consolidated with another corporation and (i) the Corporation is not the
surviving corporation or (ii) the Corporation shall be the surviving
corporation and there shall be any change in the Shares by reason of such
merger or consolidation, or in the event that all or substantially all of the
assets of the Corporation are acquired by another corporation, or in the event
of the reorganization or liquidation of the Corporation (each such event being
hereinafter referred to as a "Reorganization Event") or in the event that the
Board of Directors
<PAGE> 3
of the Corporation shall propose that the Corporation enter into a
Reorganization Event, then the Corporation may in its discretion take any or
all of the following actions:
(i) by written notice to the Optionee provide that his Option
will be terminated unless exercised within 30 days (or such longer period as
the Corporation shall determine in its sole discretion) after the date of such
notice; and
(ii) advance the dates upon which any or all outstanding
Options shall be exercisable.
(b) Whenever deemed appropriate by the Corporation any action referred
to in this Section may be made conditional upon the consummation of the
applicable Reorganization Event.
10. Investment Restriction. Upon the exercise of any portion of
the Option herein granted, the Corporation may require that there be presented
to and filed with it a representation in writing, signed by the Optionee or his
personal representatives, as the case may be, that such shares are being
acquired in good faith for investment and not for public distribution and will
not be sold, transferred or otherwise disposed of in violation of the
applicable federal and state securities laws.
11. Stock Legend. All certificates at any time representing
purchased shares (as hereinafter defined) shall bear such endorsement as the
Corporation may deem required or desirable pursuant to the Security Act of
1933.
12. Definitions. For the purposes of Section 11 hereof, the
term "purchased shares" shall mean the shares of common stock of the
Corporation purchased pursuant to the exercise of any Option granted herein as
well as:
(i) all shares of the stock of the Corporation at any time
hereafter issued as a dividend upon the purchased shares, and
(ii) all shares of stock or other securities of the
Corporation into which the purchased shares shall be changed, or for which the
purchased shares shall be exchanged, whether through reorganization,
recapitalization, stock split-ups, combination of shares, merger or
consolidation.
13. Status of Optionee. The Optionee shall not be deemed for any
purposes to be a shareholder of the Corporation with respect to any of the
optioned shares except to the extent that the Option herein granted shall have
been exercised with respect thereto and a stock certificate issued therefor.
14. No Restraint on Corporate Powers. The existence of the
Option herein granted shall not affect in any way the right or power of the
Corporation and its shareholders to make or authorize any or all adjustments,
recapitalizations, reorganizations or other changes in the Corporation's
capital structure or its business, or any merger or consolidation of the
Corporation, or any issue of bonds, debentures, preferred or prior preference
stock ahead of or affecting the common stock of the Corporation or the rights
thereof, or dissolution or liquidation of the Corporation or any sale or
transfer of all or any part of its assets or business, whether of a similar
character or otherwise.
15. Securities Restriction. If at any time the Corporation
shall determine, in its discretion, that the listing, registration or
qualification of the shares covered by the Option under any securities exchange
or under any state or federal law is necessary or desirable as a condition of
or in connection with the purchase of shares hereunder, the Option may not be
exercised, in whole or in part, unless
<PAGE> 4
and until such listing, registration or qualification shall have been effected
free of any conditions not acceptable to the corporation.
IN WITNESS WHEREOF, the Corporation has caused this instrument to be
exercised by its duly authorized officers, and its corporate seal hereunto
affixed, and the Optionee has hereunto affixed his hand.
AMERIHEALTH, INC.
Attest:
/s/ Lisa T. Hillman By: /s/ William G. White
_______________________________ ______________________________
Lisa Todd Hillman, Secretary William G. White, President
[CORPORATE SEAL]
[EXECUTIONS CONTINUED ON NEXT PAGE]
<PAGE> 5
In the presence of: OPTIONEE:
/s/ Carol R. Cardwell /s/ Charles P. Cardwell
__________________________ _________________________________
__________________________ Address: ________________________
________________________
<PAGE> 1
EXHIBIT 4.14
AGREEMENT
This Agreement dated as of the 7th day of May, 1987 (hereinafter the
"grant date"), is by and between AMERIHEALTH INC., a Delaware corporation with
its principal office at Suite 1500, 2859 Paces Ferry Road, Atlanta, Georgia
30339 (hereinafter called the "Corporation"), party of the first part and
Charles P. Cardwell, (hereinafter the "Optionee"), party of the second part.
W I T N E S S E T H:
WHEREAS on May 7, 1987, the Corporation by and through its Board of
Directors adopted resolutions authorizing its Compensation Committee to grant
stock options (hereinafter sometimes called "Options") to certain key personnel
of the Corporation to purchase common stock of the Corporation (other than
pursuant to its existing Stock Option Plan) in order to secure or increase such
persons stock ownership in the Corporation in order to increase their incentive
and personal interest in the welfare of the Corporation;
WHEREAS, the Optionee is one of the key personnel named by the
Incentive Plan Committee in its resolutions granting the Options:
NOW, THEREFORE, in consideration of the premises and of the covenants
and agreements herein set forth, the parties hereby covenant and agree as
follows:
1. Grant of Option. Subject to the terms and conditions set forth
herein, the Corporation grants to the Optionee the option to purchase from the
Corporation all or any part of an aggregate number of Three Thousand Five
Hundred (3,500) shares of the common stock of the Corporation, authorized and
unissued or, at the option of the Corporation, treasury stock if available
(hereinafter called the "optioned shares").
-1-
<PAGE> 2
2. Price. The price to be paid for the optioned shares shall be three
dollars ($3.00) per share, provided such price may be adjusted as provided in
Section 8 below.
3. Payment and Notice of Exercise. The Option herein granted may be
exercised only by written notice of intent to exercise the option, served upon
the secretary of the Corporation at its above listed office address, specifying
the number of shares in respect of which the Option is being exercised,
accompanied by payment for such shares by certified check or bank draft to the
order of the Corporation. Such shares, upon payment of the purchase price,
shall be fully paid and nonassessable.
4. Vesting of Option. This Option shall be fully exercisable as of
the grant date.
5. Termination of Employment or Services; Death.
(a) Except to the extent otherwise provided in section
5(b) or 5(c), all Options granted to the Optionee (and not theretofore
exercised) shall terminate upon his termination of employment or service with
the Corporation for any reason (including death). The Corporation may in its
discretion determine (i) whether any leave of absence constitutes a termination
of employment or service for this purpose, and (ii) the impact, if any, of any
such leave of absence on the Options theretofore granted to the Optionee and
not theretofore exercised.
(b) If the Optionee's employment or service terminates
for any reason other than death, dismissal for cause or resignation from
employment without the Corporation's prior consent, the Optionee may, but only
within 90 days after his employment or service terminates, exercise any option
granted to him under this Agreement to the extent that he was entitled to
exercise such option on the date his employment or service terminated.
(c) In the event that the Optionee dies while in the
employ or service of the
-2-
<PAGE> 3
Company, or during the 90-day period after his employment or service terminates
for any reason other than dismissal for cause or resignation from employment
without the Corporation's prior consent, any Option granted under this
Agreement shall be exercisable, but only within one year after the date of his
death, to the extent that the Optionee was entitled to exercise such Option on
the date of his death. Any such exercise following the Optionee's death may be
made any by his personal representative unless the Optionee's will specifically
disposes of such Option, in which case such exercise shall be made only by the
recipient of such specific disposition.
6. Restriction on Alienation. Neither Options nor any rights
hereunder granted may be assigned, transferred, pledged or alienated by the
optionee otherwise than by will or the laws of descent and distribution, nor
may they be exercised during the life of the optionee other than by the
Optionee or by his guardian or legal representative.
7. Withholding Taxes. Whenever Shares are to be delivered upon
exercise of an Option, the Corporation shall be entitled to require as a
condition of delivery that the Optionee remit an amount sufficient to satisfy
all federal, state and other governmental withholding tax requirements related
thereto.
8. Adjustments Upon Changes in Capitalization. The number of
Shares subject to these Options and the option exercise price of Shares shall
be proportionately adjusted for any increase or decrease in the number of
issued Shares resulting from the subdivision or combination of Shares or other
capital adjustments, or the payment of a stock dividend after the grant date or
other increase or decrease in such shares effected without receipt of
consideration by the Corporation; provided, however, that no adjustment shall
be made unless the aggregate effect of all such increases and decreases
occurring in any one fiscal year after the grant date will increase or decrease
the number of
-3-
<PAGE> 4
issued shares by 5% or more; and, provided further that any Options to purchase
fractional Shares resulting from any such adjustment shall be eliminated.
Adjustments under this Section shall be made by the Corporation, whose
determination as to what adjustments shall be made, and the extent thereof,
shall be final, binding and conclusive.
9. Reorganization.
(a) In the event that the Corporation is merged or
consolidated with another corporation and (i) the Corporation is not the
surviving corporation or (ii) the Corporation shall be the referred to in this
Section may be made conditional upon the consummation of the applicable
Reorganization Event.
10. Investment Restriction. Upon the exercise of any portion of
the Option herein granted, the Corporation may require that there be presented
to and filed with it a representation in writing, signed by the Optionee or his
personal representatives, as the case may be, that such shares are being
acquired in good faith for investment and not for public distribution and will
not be sold, transferred or otherwise disposed of in violation of the
applicable
11. Stock Legend. All certificates at any time representing
purchased shares (as hereinafter defined) shall bear such endorsement as the
Corporation may deem required or desirable pursuant to the Security Act of
1933.
12. Definitions. For the purposes of Section 11 hereof, the term
"purchased shares" shall mean the shares of common stock of the Corporation
purchased pursuant to the exercise of any Option granted herein as well as:
(i) all shares of the stock of the Corporation at any time
hereafter issued as a dividend upon the purchased shares, and
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<PAGE> 5
(ii) all shares of stock or other securities of the
corporation into which the purchased shares shall be changed, or for
which the purchased shares shall be exchanged, whether through
reorganization, recapitalization, stock split-ups, combination of
shares, merger or consolidation.
13. Status of Optionee. The Optionee shall not be deemed for any
purposes to be a shareholder of the Corporation with respect to any of the
optioned shares except to the extent that the Option herein granted shall have
been exercised with respect thereto and a stock certificate issued therefor.
14. No Restraint on Corporate Powers. The existence of the Option
herein granted shall not affect in any way the right or power of the
Corporation and its shareholders to make or authorize any or all adjustments,
recapitalization, reorganizations or other changes in the Corporation's capital
structure or its business, or any merger or consolidation of the Corporation,
or any issue of bonds, debentures, preferred or prior preference stock ahead of
or affecting the common stock of the Corporation or the rights thereof, or
dissolution or liquidation of the Corporation or any sale or transfer of all or
any part of its assets or business, whether of a similar character or
otherwise.
15. Securities Restriction. If at any time the Corporation shall
determine, in its discretion, that the listing, registration or qualification
of the shares covered by the option under any securities exchange or under any
state or federal law is necessary or desirable as a condition of or in
connection with the purchase of shares hereunder, the Option may not be
exercised, in whole or in part, unless and until such listing, registration or
qualification shall have been effected free of any conditions not acceptable to
the corporation.
-5-
<PAGE> 6
IN WITNESS WHEREOF, the Corporation has caused this instrument to be
exercised by its duly authorized officers, and its corporate seal hereunto
affixed, and the optionee has hereunto affixed his hand.
AMERIHEALTH, INC.
Attest:
___/s/________________________ _____/s/____________________________
Lisa Todd Hillman, Secretary William G. White, President
(EXECUTIONS CONTINUED ON NEXT PAGE)
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<PAGE> 7
In the presence of: OPTIONEE:
__/s/________________________ ___/s/ _____________________________
_____________________________ Address:_____________________________
-7-
<PAGE> 1
EXHIBIT 4.15
AGREEMENT
This Agreement dated as of the 7th day of May, 1987 (hereinafter the
"grant date"), is by and between AMERIHEALTH INC., a Delaware corporation with
its principal office at Suite 1500, 2859 Paces Ferry Road, Atlanta, Georgia
30339 (hereinafter called the "Corporation"), party of the first part and
Steven M. Dick, (hereinafter the "Optionee"), party of the second part.
W I T N E S S E T H:
WHEREAS on May 7, 1987, the Corporation by and through its Board of
Directors adopted resolutions authorizing its Compensation Committee to grant
stock options (hereinafter sometimes called "Options") to certain key personnel
of the Corporation to purchase common stock of the Corporation (other than
pursuant to its existing Stock Option Plan) in order to secure or increase such
persons stock ownership in the Corporation in order to increase their incentive
and personal interest in the welfare of the Corporation;
WHEREAS, the Optionee is one of the key personnel named by the
Incentive Plan Committee in its resolutions granting the Options:
NOW, THEREFORE, in consideration of the premises and of the covenants
and agreements herein set forth, the parties hereby covenant and agree as
follows:
1. Grant of Option. Subject to the terms and conditions set forth
herein, the Corporation grants to the Optionee the option to purchase from the
Corporation all or any part of an aggregate number of Three Thousand Two
Hundred (3,200) shares of the common stock of the Corporation, authorized and
unissued or, at the option of the Corporation, treasury stock if available
(hereinafter called the "optioned shares").
-1-
<PAGE> 2
2. Price. The price to be paid for the optioned shares shall be three
dollars ($3.00) per share, provided such price may be adjusted as provided in
Section 8 below.
3. Payment and Notice of Exercise. The Option herein granted may be
exercised only by written notice of intent to exercise the option, served upon
the secretary of the Corporation at its above listed office address, specifying
the number of shares in respect of which the Option is being exercised,
accompanied by payment for such shares by certified check or bank draft to the
order of the Corporation. Such shares, upon payment of the purchase price,
shall be fully paid and nonassessable.
4. Vesting of Option. This Option shall be fully exercisable as of
the grant date.
5. Termination of Employment or Services; Death.
(a) Except to the extent otherwise provided in section
5(b) or 5(c), all Options granted to the Optionee (and not theretofore
exercised) shall terminate upon his termination of employment or service with
the Corporation for any reason (including death). The Corporation may in its
discretion determine (i) whether any leave of absence constitutes a termination
of employment or service for this purpose, and (ii) the impact, if any, of any
such leave of absence on the Options theretofore granted to the Optionee and
not theretofore exercised.
(b) If the Optionee's employment or service terminates
for any reason other than death, dismissal for cause or resignation from
employment without the Corporation's prior consent, the Optionee may, but only
within 90 days after his employment or service terminates, exercise any option
granted to him under this Agreement to the extent that he was entitled to
exercise such option on the date his employment or service terminated.
(c) In the event that the Optionee dies while in the
employ or service of the
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<PAGE> 3
Company, or during the 90-day period after his employment or service terminates
for any reason other than dismissal for cause or resignation from employment
without the Corporation's prior consent, any Option granted under this
Agreement shall be exercisable, but only within one year after the date of his
death, to the extent that the Optionee was entitled to exercise such Option on
the date of his death. Any such exercise following the Optionee's death may be
made any by his personal representative unless the Optionee's will specifically
disposes of such Option, in which case such exercise shall be made only by the
recipient of such specific disposition.
6. Restriction on Alienation. Neither Options nor any rights
hereunder granted may be assigned, transferred, pledged or alienated by the
optionee otherwise than by will or the laws of descent and distribution, nor
may they be exercised during the life of the optionee other than by the
Optionee or by his guardian or legal representative.
7. Withholding Taxes. Whenever Shares are to be delivered upon
exercise of an Option, the Corporation shall be entitled to require as a
condition of delivery that the Optionee remit an amount sufficient to satisfy
all federal, state and other governmental withholding tax requirements related
thereto.
8. Adjustments Upon Changes in Capitalization. The number of
Shares subject to these Options and the option exercise price of Shares shall
be proportionately adjusted for any increase or decrease in the number of
issued Shares resulting from the subdivision or combination of Shares or other
capital adjustments, or the payment of a stock dividend after the grant date or
other increase or decrease in such shares effected without receipt of
consideration by the Corporation; provided, however, that no adjustment shall
be made unless the aggregate effect of all such increases and decreases
occurring in any one fiscal year after the grant date will increase or decrease
the number of
-3-
<PAGE> 4
issued shares by 5% or more; and, provided further that any Options to purchase
fractional Shares resulting from any such adjustment shall be eliminated.
Adjustments under this Section shall be made by the Corporation, whose
determination as to what adjustments shall be made, and the extent thereof,
shall be final, binding and conclusive.
9. Reorganization.
(a) In the event that the Corporation is merged or
consolidated with another corporation and (i) the Corporation is not the
surviving corporation or (ii) the Corporation shall be the referred to in this
Section may be made conditional upon the consummation of the applicable
Reorganization Event.
10. Investment Restriction. Upon the exercise of any portion of
the Option herein granted, the Corporation may require that there be presented
to and filed with it a representation in writing, signed by the Optionee or his
personal representatives, as the case may be, that such shares are being
acquired in good faith for investment and not for public distribution and will
not be sold, transferred or otherwise disposed of in violation of the
applicable
11. Stock Legend. All certificates at any time representing
purchased shares (as hereinafter defined) shall bear such endorsement as the
Corporation may deem required or desirable pursuant to the Security Act of
1933.
12. Definitions. For the purposes of Section 11 hereof, the term
"purchased shares" shall mean the shares of common stock of the Corporation
purchased pursuant to the exercise of any Option granted herein as well as:
(i) all shares of the stock of the Corporation at any time
hereafter issued as a dividend upon the purchased shares, and
-4-
<PAGE> 5
(ii) all shares of stock or other securities of the
corporation into which the purchased shares shall be changed, or for
which the purchased shares shall be exchanged, whether through
reorganization, recapitalization, stock split-ups, combination of
shares, merger or consolidation.
13. Status of Optionee. The Optionee shall not be deemed for any
purposes to be a shareholder of the Corporation with respect to any of the
optioned shares except to the extent that the Option herein granted shall have
been exercised with respect thereto and a stock certificate issued therefor.
14. No Restraint on Corporate Powers. The existence of the Option
herein granted shall not affect in any way the right or power of the
Corporation and its shareholders to make or authorize any or all adjustments,
recapitalization, reorganizations or other changes in the Corporation's capital
structure or its business, or any merger or consolidation of the Corporation,
or any issue of bonds, debentures, preferred or prior preference stock ahead of
or affecting the common stock of the Corporation or the rights thereof, or
dissolution or liquidation of the Corporation or any sale or transfer of all or
any part of its assets or business, whether of a similar character or
otherwise.
15. Securities Restriction. If at any time the Corporation shall
determine, in its discretion, that the listing, registration or qualification
of the shares covered by the option under any securities exchange or under any
state or federal law is necessary or desirable as a condition of or in
connection with the purchase of shares hereunder, the Option may not be
exercised, in whole or in part, unless and until such listing, registration or
qualification shall have been effected free of any conditions not acceptable to
the corporation.
-5-
<PAGE> 6
IN WITNESS WHEREOF, the Corporation has caused this instrument to be
exercised by its duly authorized officers, and its corporate seal hereunto
affixed, and the optionee has hereunto affixed his hand.
AMERIHEALTH, INC.
Attest:
___/s/________________________ _____/s/____________________________
Lisa Todd Hillman, Secretary William G. White, President
(EXECUTIONS CONTINUED ON NEXT PAGE)
-6-
<PAGE> 7
In the presence of: OPTIONEE:
__/s/___________________________ __/s/________________________________
________________________________ Address:_____________________________
-7-
<PAGE> 1
EXHIBIT 4.16
AGREEMENT
This Agreement dated as of the 7th day of May, 1987 (hereinafter the
"grant date"), is by and between AMERIHEALTH INC., a Delaware corporation with
its principal office at Suite 1500, 2859 Paces Ferry Road, Atlanta, Georgia
30339 (hereinafter called the "Corporation"), party of the first part and Carol
Lipscomb, (hereinafter the "Optionee"), party of the second part.
W I T N E S S E T H:
WHEREAS on May 7, 1987, the Corporation by and through its Board of
Directors adopted resolutions authorizing its Compensation Committee to grant
stock options (hereinafter sometimes called "Options") to certain key personnel
of the Corporation to purchase common stock of the Corporation (other than
pursuant to its existing Stock Option Plan) in order to secure or increase such
persons stock ownership in the Corporation in order to increase their incentive
and personal interest in the welfare of the Corporation;
WHEREAS, the Optionee is one of the key personnel named by the
Incentive Plan Committee in its resolutions granting the Options:
NOW, THEREFORE, in consideration of the premises and of the covenants
and agreements herein set forth, the parties hereby covenant and agree as
follows:
1. Grant of Option. Subject to the terms and conditions set forth
herein, the Corporation grants to the Optionee the option to purchase from the
Corporation all or any part of an aggregate number of One Thousand Two Hundred
(1,200) shares of the common stock of the Corporation, authorized and unissued
or, at the option of the Corporation, treasury stock if available (hereinafter
called the "optioned shares").
-1-
<PAGE> 2
2. Price. The price to be paid for the optioned shares shall be three
dollars ($3.00) per share, provided such price may be adjusted as provided in
Section 8 below.
3. Payment and Notice of Exercise. The Option herein granted may be
exercised only by written notice of intent to exercise the option, served upon
the secretary of the Corporation at its above listed office address, specifying
the number of shares in respect of which the Option is being exercised,
accompanied by payment for such shares by certified check or bank draft to the
order of the Corporation. Such shares, upon payment of the purchase price,
shall be fully paid and nonassessable.
4. Vesting of Option. This Option shall be fully exercisable as of
the grant date.
5. Termination of Employment or Services; Death.
(a) Except to the extent otherwise provided in section
5(b) or 5(c), all Options granted to the Optionee (and not theretofore
exercised) shall terminate upon his termination of employment or service with
the Corporation for any reason (including death). The Corporation may in its
discretion determine (i) whether any leave of absence constitutes a termination
of employment or service for this purpose, and (ii) the impact, if any, of any
such leave of absence on the Options theretofore granted to the Optionee and
not theretofore exercised.
(b) If the Optionee's employment or service terminates
for any reason other than death, dismissal for cause or resignation from
employment without the Corporation's prior consent, the Optionee may, but only
within 90 days after his employment or service terminates, exercise any option
granted to him under this Agreement to the extent that he was entitled to
exercise such option on the date his employment or service terminated.
(c) In the event that the Optionee dies while in the
employ or service of the
-2-
<PAGE> 3
Company, or during the 90-day period after his employment or service terminates
for any reason other than dismissal for cause or resignation from employment
without the Corporation's prior consent, any Option granted under this
Agreement shall be exercisable, but only within one year after the date of his
death, to the extent that the Optionee was entitled to exercise such Option on
the date of his death. Any such exercise following the Optionee's death may be
made any by his personal representative unless the Optionee's will specifically
disposes of such Option, in which case such exercise shall be made only by the
recipient of such specific disposition.
6. Restriction on Alienation. Neither Options nor any rights
hereunder granted may be assigned, transferred, pledged or alienated by the
optionee otherwise than by will or the laws of descent and distribution, nor
may they be exercised during the life of the optionee other than by the
Optionee or by his guardian or legal representative.
7. Withholding Taxes. Whenever Shares are to be delivered upon
exercise of an Option, the Corporation shall be entitled to require as a
condition of delivery that the Optionee remit an amount sufficient to satisfy
all federal, state and other governmental withholding tax requirements related
thereto.
8. Adjustments Upon Changes in Capitalization. The number of
Shares subject to these Options and the option exercise price of Shares shall
be proportionately adjusted for any increase or decrease in the number of
issued Shares resulting from the subdivision or combination of Shares or other
capital adjustments, or the payment of a stock dividend after the grant date or
other increase or decrease in such shares effected without receipt of
consideration by the Corporation; provided, however, that no adjustment shall
be made unless the aggregate effect of all such increases and decreases
occurring in any one fiscal year after the grant date will increase or decrease
the number of
-3-
<PAGE> 4
issued shares by 5% or more; and, provided further that any Options to purchase
fractional Shares resulting from any such adjustment shall be eliminated.
Adjustments under this Section shall be made by the Corporation, whose
determination as to what adjustments shall be made, and the extent thereof,
shall be final, binding and conclusive.
9. Reorganization.
(a) In the event that the Corporation is merged or
consolidated with another corporation and (i) the Corporation is not the
surviving corporation or (ii) the Corporation shall be the referred to in this
Section may be made conditional upon the consummation of the applicable
Reorganization Event.
10. Investment Restriction. Upon the exercise of any portion of
the Option herein granted, the Corporation may require that there be presented
to and filed with it a representation in writing, signed by the Optionee or his
personal representatives, as the case may be, that such shares are being
acquired in good faith for investment and not for public distribution and will
not be sold, transferred or otherwise disposed of in violation of the
applicable
11. Stock Legend. All certificates at any time representing
purchased shares (as hereinafter defined) shall bear such endorsement as the
Corporation may deem required or desirable pursuant to the Security Act of
1933.
12. Definitions. For the purposes of Section 11 hereof, the term
"purchased shares" shall mean the shares of common stock of the Corporation
purchased pursuant to the exercise of any Option granted herein as well as:
(i) all shares of the stock of the Corporation at any time
hereafter issued as a dividend upon the purchased shares, and
-4-
<PAGE> 5
(ii) all shares of stock or other securities of the
corporation into which the purchased shares shall be changed, or for
which the purchased shares shall be exchanged, whether through
reorganization, recapitalization, stock split-ups, combination of
shares, merger or consolidation.
13. Status of Optionee. The Optionee shall not be deemed for any
purposes to be a shareholder of the Corporation with respect to any of the
optioned shares except to the extent that the Option herein granted shall have
been exercised with respect thereto and a stock certificate issued therefor.
14. No Restraint on Corporate Powers. The existence of the Option
herein granted shall not affect in any way the right or power of the
Corporation and its shareholders to make or authorize any or all adjustments,
recapitalization, reorganizations or other changes in the Corporation's capital
structure or its business, or any merger or consolidation of the Corporation,
or any issue of bonds, debentures, preferred or prior preference stock ahead of
or affecting the common stock of the Corporation or the rights thereof, or
dissolution or liquidation of the Corporation or any sale or transfer of all or
any part of its assets or business, whether of a similar character or
otherwise.
15. Securities Restriction. If at any time the Corporation shall
determine, in its discretion, that the listing, registration or qualification
of the shares covered by the option under any securities exchange or under any
state or federal law is necessary or desirable as a condition of or in
connection with the purchase of shares hereunder, the Option may not be
exercised, in whole or in part, unless and until such listing, registration or
qualification shall have been effected free of any conditions not acceptable to
the corporation.
-5-
<PAGE> 6
IN WITNESS WHEREOF, the Corporation has caused this instrument to be
exercised by its duly authorized officers, and its corporate seal hereunto
affixed, and the optionee has hereunto affixed his hand.
AMERIHEALTH, INC.
Attest:
___/s/________________________ _____/s/____________________________
Lisa Todd Hillman, Secretary William G. White, President
(EXECUTIONS CONTINUED ON NEXT PAGE)
-6-
<PAGE> 7
In the presence of: OPTIONEE:
_____________________________ ______________________________________
_____________________________ Address:______________________________
-7-
<PAGE> 1
EXHIBIT 5
MICHENER, LARIMORE, SWINDLE, WHITAKER, FLOWERS,
SAWYER, REYNOLDS & CHALK, L.L.P
[LETTERHEAD]
(817) 878-0530 Refer to File No.
11574.187
August 23, 1995
Champion Healthcare Corporation
14340 Torrey Chase, Suite 320
Houston, Texas 77014
Re: Founders' Stock Options
Champion Healthcare Corporation Employee Stock Option Plan;
Champion Healthcare Corporation Employee Stock Option Plan No. 2;
Champion Healthcare Corporation Employee Stock Option Plan No. 3;
Champion Healthcare Corporation Directors' Stock Option Plan;
Champion Healthcare Corporation Physicians Stock Option Plan;
AmeriHealth, Inc. 1984 Non-Qualified Plan;
AmeriHealth, Inc. Special Stock Options
Gentlemen:
As set forth in the Registration Statement on Form S-8 (the
"Registration Statement") to be filed by Champion Healthcare Corporation, a
Delaware corporation (the "Company"), with the Securities and Exchange
Commission (the "Commission") under the Securities Act of 1933, as amended (the
"Act"), relating to 559,531 shares of common stock, $0.01 par value, of the
Company (the "Common Stock"), to be issued from time to time pursuant to the
above-referenced plans agreement (collectively the "Plans"), certain legal
matters in connection with the Common Stock are being passed upon for you by
us. At your request, this opinion is being furnished to you for filing as
Exhibit 5 to the Registration Statement.
The Plans provide for the grant to certain key employees, directors,
and medical staff physicians of the Company and its subsidiaries (i)
nonstatutory stock options ("Nonstatutory Options"), and (ii) stock
appreciation rights ("SARs"). As used herein, the term "Options" shall mean
Nonstatutory Options, and the term "Option Shares" shall mean the Shares
issuable upon the exercise of Options.
<PAGE> 2
MICHENER, LARIMORE, SWINDLE, WHITAKER, FLOWERS,
SAWYER, REYNOLDS & CHALK, L.L.P
Champion Healthcare Corporation
August 23, 1995
Page 2
In our capacity as your counsel in connection referred to above, we
have examined the Plans, the Company's Articles of Incorporation, and its
Bylaws, each as amended to date, and have examined the originals, or copies
certified or otherwise identified, of corporate records of the Company,
including minute books of the Company as furnished to us by the Company,
certificates of public officials and of representatives of the Company,
statutes and other instruments or documents, a basis for the opinions
hereinafter expressed.
We have assumed that all signatures on all documents examined by us
are genuine, that all documents submitted to us as originals are accurate and
complete, that all documents submitted to us as copies are true and correct
copies of the originals thereof and that all information submitted to us was
accurate and complete.
Based upon our examination as aforesaid and subject to assumptions,
limitations and qualifications set forth herein, we are of the opinion that:
1. The Company is a corporation duly organized and
validly existing in good standing under the laws of the State of
Delaware.
2. Upon the issuance and delivery of such Option Shares
upon the exercise of Options in accordance with the Plans and the
receipt of the consideration fixed by the Options, such Option Shares
will be validly issued, fully paid and nonassessable.
We do not express any opinion herein on any other respect of the
Options or the Option Shares, the effect of any equitable principles or
fiduciary considerations relating to the adoption of the Plans or the issuance
of the Options or Option Shares, the enforceability of any particular
provisions of the Plans or the Options, or the provisions of the Plans or
Options which discriminate or create unequal voting power among shareholders.
The opinions set forth above are limited in all respects to matters of
Delaware law as in effect on the date hereof.
<PAGE> 3
MICHENER, LARIMORE, SWINDLE, WHITAKER, FLOWERS,
SAWYER, REYNOLDS & CHALK, L.L.P
Champion Healthcare Corporation
August 23, 1995
Page 3
We consent to the inclusion in the Registration Statement (Form S-8)
pertaining to the Champion Healthcare Corporation Founders' Stock Options,
Champion Healthcare Corporation Employee Stock Option Plan, Champion Healthcare
Corporation Employee Stock Option Plan No. 2, Champion Healthcare Corporation
Employee Stock Option Plan No. 3, Champion Healthcare Corporation Directors'
Stock Option Plan, Champion Healthcare Corporation Physicians Stock Option
Plan, AmeriHealth, Inc. 1984 Non-Qualified Plan, and the AmeriHealth, Inc.
Special Stock Options, of this opinion.
Very truly yours,
/s/ WAYNE M. WHITAKER
___________________________
Wayne M. Whitaker, Partner
WMW/jj
<PAGE> 1
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the registration statement of
Champion Healthcare Corporation, formerly known as AmeriHealth, Inc., on Form
S-8 (File No. 33- ) of our report dated March 30, 1995, on our audits of
the consolidated financial statements of Champion Healthcare Corporation.
Coopers & Lybrand, L.L.P.
Houston, Texas
August 24, 1995
