As filed with the Securities and Exchange Commission on October 4, 1995
Registration No. 33-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
Hanger Orthopedic Group, Inc.
------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 84-0904275
------------------------------- ----------------------------
(State or other jurisdiction of (IRS Employer Identification
incorporation or organization) Number)
7700 Old Georgetown Road, Bethesda, Maryland 20814
-----------------------------------------------------------
(Address of Principal Executive Offices including Zip Code)
Hanger Orthopedic Group, Inc. 1991 Stock Option Plan and
1993 Stock Option Plan for Non-Employee Directors
--------------------------------------------------------
(Full title of plan)
Ivan R. Sabel
Chairman of the Board and President
Hanger Orthopedic Group, Inc.
7700 Old Georgetown Road
Bethesda, Maryland 20814
(301) 986-0701
----------------------------------------------------------
(Name, address and telephone number of agent for services)
Copies to:
Arthur H. Bill, Esq.
Freedman, Levy, Kroll & Simonds
1050 Connecticut Avenue, N.W. (Suite 825)
Washington, D.C. 20036
CALCULATION OF REGISTRATION FEE
-----------------------------------------------------------------------------
Title of Amount Proposed Maximum
Securities to be Proposed Maximum Aggregate Amount of
to be registered Offering Price Offering Price Registration
Registered (1) Per Share (2) (2) Fee
-----------------------------------------------------------------------------
Common Stock, 1,250,000 $3.25 $4,062,500.00 $1,400.86
$.01 par value shares
Common Stock, 500,000
$.01 par value shares(3)
(1) Includes an indeterminate number of shares of Common Stock that may be
issuable by reason of stock splits, stock dividends or similar transactions in
accordance with Rule 416 under the Securities Act of 1933.
(2) The amounts are based upon the average of the high and low sale prices for
the Common Stock as reported on the American Stock Exchange on September 26,
1995 and are used solely for the purpose of calculating the registration fee
pursuant to paragraphs (c) and (h)(1) of Rule 457 under the Securities Act of
1933.
<PAGE>
(3) The 500,000 shares were registered under a Form S-8 (File No. 33-48265)
filed by the Registrant on June 8, 1991. Pursuant to Rule 429 under the
Securities Act of 1933, this Registration Statement is deemed to include such
shares and such prior Registration Statement.
<PAGE>
PART I
INFORMATION REQUIRED IN PROSPECTUS
The information called for in Part I of Form S-8 is not being filed with
or included in this Form S-8 (by incorporation by reference or otherwise) in
accordance with the rules and regulations of the Securities and Exchange
Commission (the "SEC").
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents previously filed by Hanger Orthopedic Group, Inc.
(the "Company") (SEC File No. 1-10670) with the SEC pursuant to the Securities
Exchange Act of 1934 (the "Exchange Act") are incorporated in this
Registration Statement by reference and deemed to be a part hereof:
1. The Company's Annual Report on Form 10-K for the year ended December
31, 1994.
2. The Company's Quarterly Reports on Form 10-Q for the quarters ended
March 31 and June 30, 1995.
3. The description of the Company's Common Stock, par value $.01 per
share (the "Common Stock"), contained in the Company's Registration Statement
on Form 8-A, as filed on December 14, 1990 under Section 12(b) of the Exchange
Act.
In addition, all documents filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act after the date of this
Registration Statement and prior to the filing of a post-effective amendment
`which indicates that all securities offered hereby have been sold or which
deregisters all such securities then remaining unsold, shall be deemed to be
incorporated in this Registration Statement by reference and to be a part
hereof from the date of filing of such documents; provided, however, that the
documents enumerated above or subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act in each year during
which the offering made by this Registration Statement is in effect prior to
the filing with the SEC of the Company's Annual Report on Form 10-K covering
such year shall not be deemed incorporated by reference in this Registration
Statement and shall not be a part hereof from and
2
<PAGE>
after the filing of such Annual Report on Form 10-K.
Any statement contained in a document incorporated or deemed to be
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 such statement so modified or superseded, to constitute a part
of this Registration Statement.
The Company hereby undertakes to provide without charge to each person
who has received a copy of the prospectus to which this Registration Statement
relates, upon the written or oral request of any such person, a copy of any or
all the documents that have been or may be incorporated by reference into this
Registration Statement, other than exhibits to such documents (unless such
exhibits are incorporated therein by reference).
Item 4. Description of Securities.
Not Applicable.
Item 5. Interests of Named Experts and Counsel.
Not Applicable.
Item 6. Indemnification of Directors and Officers.
The Company is permitted by Delaware law and required by its Certificate
of Incorporation and its By-laws to indemnify any director or officer or
former director of officer against all expenses and liabilities reasonably
incurred by him or her in connection with any legal action in which such
person is involved by reason of his or her position with the Company unless he
or she is adjudged liable for negligence or misconduct in the performance of
his or her duties as a director or officer. If any such action is settled, the
Company will provide indemnification only if the Board of Directors approves
such settlement after receiving an opinion of counsel for the Company that
settlement is in the Company's best interest.
Item 7. Exemption from Registration Claimed.
Not Applicable.
3
<PAGE>
Item 8. Exhibits.
Exhibit
Number Description
4(a) 1991 Stock Option Plan. (Incorporated herein by reference to Exhibit
4(b) to the Company's Registration Statement on Form S-8 (File No.
33-48265) filed on June 8, 1991.)
4(b) 1993 Stock Option Plan for Non-Employee Directors. (Filed herewith.)
5 Legal opinion, dated October 4, 1995, of Freedman, Levy, Kroll &
Simonds, counsel to the Company, as to the legality of shares
offered. (Filed herewith.)
23(a) Consent of Coopers & Lybrand. (Filed herewith.)
23(b) Consent of Freedman, Levy, Kroll & Simonds. (Included in Exhibit 5
hereto.)
25 Power of Attorney. (Included on signature page of this Registration
Statement.)
Item 9. Undertakings.
1. The Company hereby undertakes:
(a) 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;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the Registration Statement (or the most
recent post-effective amendment thereof) which, individually, or in
the aggregate, represent a fundamental change in the information set
forth in the Registration Statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the Registration
Statement or any material change to such information in the
Registration Statement;
Provided, however, that paragraphs (a)(1) and (a)(ii) do not
4
<PAGE>
apply if the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed by the Company
pursuant to Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in the Registration Statement.
(b) That, for the purpose of determining any liability under the
Securities Act, 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.
(c) 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.
2. The Company hereby undertakes that, for the purpose of determining any
liability under the Securities Act, each filing of the Company's annual report
pursuant to Section 13(a) or Section 15(d) of the Exchange Act that it
incorporated by reference in the Registration Statement shall be deemed to be
a new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
3. Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors and officers of the Company
pursuant to the foregoing provisions, or otherwise, the Company has been
informed that in the opinion of the SEC such indemnification is against public
policy as expressed in the Act and is therefore unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the Company of expenses incurred or paid by a director, officer or
controlling person of the Company 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 Company will,
unless in the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as
expressed in the Act and will governed by the final adjudication of such
issue.
5
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets
all 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 Bethesda, State of Maryland, on this
29th day of September, 1995.
HANGER ORTHOPEDIC GROUP, INC.
By: /s/IVAN R. SABEL
-----------------
Ivan R. Sabel
Chairman of the Board and President
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints IVAN R. SABEL and/or RICHARD A. STEIN his or
her true and lawful attorneys-in-fact and agents, each acting alone, with full
powers of substitution, for him or her and in his or her 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 exhibits thereto, and other documents in connection therewith, with
the SEC, granting unto said attorneys-in-fact and agents, each acting alone,
full power and authority to do and perform to all intents and purposes as he
or she might or could do in person, hereby ratifying and confirming all that
said attorneys-in-fact and agents, each acting alone, or his substitute or
substitutes, may lawfully do or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement or amendment thereto has been signed below by the
following persons in the capacities and on the dates indicated:
Signature Title Date
/s/IVAN R. SABEL Chairman of the Board, September 29, 1995
------------------------- President and Director
Ivan R. Sabel (Principal Executive
Officer)
6
<PAGE>
Signature Title Date
/s/RICHARD A. STEIN
------------------ Vice President-Finance, September 29, 1995
Richard A. Stein Treasurer and Secretary
(Principal Financial
and Accounting Officer)
MITCHELL J. BLUTT, M.D. Director September 29, 1995
-------------------------
Mitchell J. Blutt, M.D.
--------------------- Director
B. Martha Cassidy
----------------------- Director
Thomas P. Cooper, M.D.
ROBERT J. GLASER, M.D. Director September 29, 1995
-------------------------
Robert J. Glaser, M.D.
JAMES G. HELLMUTH Director September 29, 1995
-------------------
James G. Hellmuth
WILLIAM L. MCCULLOCH Director September 29, 1995
----------------------
William L. McCulloch
WALTER J. MCNERNEY Director September 29, 1995
-------------------
Walter J. McNerney
Ronald J. Manganiello Director September 29, 1995
----------------------
Ronald J. Manganiello
7
EXHIBIT 4(b)
HANGER ORTHOPEDIC GROUP, INC. STOCK
OPTION PLAN FOR NON-EMPLOYEE DIRECTORS
1. Purpose
The purpose of this Stock Option Plan for Non-Employee Directors (the
"Plan") of Hanger Orthopedic Group, Inc. (the "Company") is to increase the
ownership interest in the Company of non-employee directors whose services are
considered essential to the Company's continued progress and to provide a
further incentive to serve as a director of the Company.
2. Administration
The Plan shall be administered by the Compensation Committee of the Board
of Directors of the Company (the "Committee"). Subject to the provisions of
the Plan, the Committee shall be authorized to interpret the Plan, to
establish, amend, and rescind any rules and regulations relating to the Plan,
and to make all other determinations necessary or advisable for the
administration of the Plan; provided, however, that the Committee shall have
no discretion with respect to the selection of directors to receive options
under the Plan, the number of shares of stock subject to any such options or
the purchase price thereunder, or the time or times at which options may be
granted or exercised, and provided further that the Committee shall not have
the authority to alter or amend the Plan or to take any action or make any
determination that would materially increase the benefits accruing to
participants under the Plan. The determination of the Committee in the
administration of the Plan, as described herein, shall be final and conclusive
and binding upon all persons including, without limitation, the Company, its
stockholders and persons granted options under the Plan.
3. Participation in the Plan
Directors of the Company who are not employees of the Company or any
affiliate of the Company shall be eligible to participate in the Plan
("Eligible Directors").
4. Shares Subject to the Plan
Subject to adjustment as provided in Section 7, an aggregate of 250,000
shares of Company common stock, par value $.01 per share, (the "Stock") shall
be available for issuance upon the exercise of options granted under the Plan.
The shares of Stock deliverable upon the exercise of options may be made
available from
<PAGE>
authorized but unissued shares or shares reacquired by the Company, including
shares purchased in the open market or in private transactions. If any option
granted under the Plan shall expire or terminate for any reason without having
been exercised in full, the shares subject to, but not delivered under, such
option may again become available for the grant of other options under the
Plan. No shares deliverable to the Company in full or partial payment of the
purchase price payable pursuant to paragraph (f) of Section 6 shall become
available for the grant of other options under the Plan.
5. Non-Statutory Stock Options
All options granted under the Plan shall be non-statutory options not
intended to qualify under Section 422A of the Internal Revenue Code of 1986,
as amended.
6. Terms, Conditions and Form of Options
Each option granted under this Plan shall be evidenced by a written
agreement in such form as the Committee shall from time to time approve, which
agreements shall comply with and be subject to the following terms and
conditions:
(a) Option Grant Dates. Options to purchase 5,000 shares of Stock
(as adjusted pursuant to Section 7) shall be granted automatically on an
annual basis to each Eligible Director as of the third business day
following the date of each Annual Meeting of Stockholders of the Company
at which the Eligible Director is elected.
(b) Purchase Price. The purchase price per share of Stock for which
each option is exercisable shall be 100% of the fair market value per
share of Stock on the date the option is granted, which shall be the
closing per-share price of the Stock as reported on the American Stock
Exchange.
(c) Exercisability and Term of Options. Each option granted under
the Plan will become exercisable and mature in four equal annual
installments, commencing on the first anniversary of the date of grant
and annually thereafter. Each option granted under the Plan shall expire
ten years from the date of the grant, and shall be subject to earlier
termination as hereinafter provided.
(d) Termination of Service. In the event of the termination of
service on the Board by the holder of any option, other than by reason of
total and permanent disability or death as set forth in paragraph (e)
hereof, the then outstanding options of such holder shall expire
2
<PAGE>
three months after such termination.
(e) Disability or Death. In the event of termination of service by
reason of the total and permanent disability of the holder of any option,
each of the then outstanding options of such holder will continue to
mature and become exercisable in accordance with paragraph (c) above and
the holder may exercise the matured installments at any time within one
year after such disability but in no event after the expiration date of
the term of the option. In the event of the death of the holder of any
option, each of the then outstanding options of such holder will
immediately mature in full and become exercisable by the holder's legal
representative at any time within a period of one year after death, but
in no event after the expiration date of the term of the option.
(f) Payment. Options may be exercised only upon payment to the
Company in full of the purchase price of the shares to be delivered. Such
payment shall be made in cash or in Stock, or in a combination of cash
and Stock. The sum of the cash and the fair market value of such Stock
shall be at least equal to the aggregate purchase price of the shares to
be delivered.
7. Adjustment upon Changes in Stock
If there shall be any change in the Stock subject to the Plan or to any
option granted thereunder through a reorganization, recapitalization, stock
dividend, stock split, exchange of stock or other change in the corporate
structure, appropriate adjustments shall be made in the aggregate number and
kind of shares or other securities or property subject to the Plan, and the
number and kind of shares or other securities or property subject to
outstanding and to subsequent option grants and in the purchase price of
outstanding options to reflect such changes.
8. Merger, Consolidation or Liquidation
At least 30 days prior written notice of a merger, consolidation or
liquidation of the Company shall be given by the Company to each option
holder, in which case vesting shall accelerate and all outstanding options
shall become fully exercisable. Upon the occurrence of a merger, consolidation
or liquidation of the Company, this Plan and all options then outstanding
hereunder shall automatically terminate unless the surviving or acquiring
corporation shall assume the outstanding options or substitute new options for
them.
3
<PAGE>
9. Options Non-Assignable and Non-Transferable
Each option and all rights thereunder shall be non-assignable and
non-transferable other than by will or the laws of descent and distribution
and shall be exercisable during the holder's lifetime only by the holder or
the holder's guardian or legal representative.
10. Limitation of Rights
(a) No Right to Continue as a Director. Neither the Plan, nor the
granting of an option nor any other action taken pursuant to the Plan, shall
constitute or be evidence of any agreement or understanding, express or
implied, that the director has a right to continue as a director for any
period of time, or at any particular rate of compensation.
(b) No Stockholder's Rights for Options. An optionee shall have no rights
as a stockholder with respect to the shares covered by options granted
hereunder until the date of the issuance of a stock certificate therefor, and
no adjustment will be made for dividends or other rights for which the record
date is prior to the date such certificate is issued.
11. Effective Date and Duration of Plan
The Plan shall become effective immediately following approval by the
stockholders at the 1993 Annual Meeting of Stockholders. The period during
which option grants shall be made under the Plan shall terminate on the fourth
business day following the 2003 Annual Meeting of Stockholders (unless the
Plan is extended or terminated at an earlier date) but such termination shall
not affect the terms of any then outstanding options.
12. Amendment, Suspension or Termination of the Plan
The Board of Directors may suspend or terminate the Plan or revise or
amend it in any respect whatsoever; provided, however, that without approval
of the stockholders, no revision or amendment shall change the selection or
eligibility of directors to receive options under the Plan, the number of
shares of Stock subject to any such options or the Plan, the purchase price
thereunder, or materially increase the benefits accruing to participants under
the Plan; and further provided that the Plan provisions relating to the
amount, price and timing of option awards shall not be amended more than once
every six months, other than to comport with changes under the Internal
Revenue Code, the Employee Retirement Income Security Act or the rules
thereunder.
4
<PAGE>
13. Notice
Any written notice to the Company required by any of the provisions of
this Plan shall be addressed to the Secretary of the Company and shall become
effective when it is received.
14. Use of Proceeds
Proceeds from the sale of Stock pursuant to options granted under the
Plan shall constitute general funds to the Company.
15. Fractional Shares
No fractional shares of Stock shall be issued pursuant to options granted
hereunder, but in lieu thereof, the cash value of such fraction shall be paid.
5
EXHIBIT 5
Law Offices
Freedman, Levy, Kroll & Simonds
Washington Square, 1050 Connecticut Ave., N.W.
Washington, D.C. 20036-5366
(202) 457-5100
Cable "Attorneys"
Telecopier: 202-457-5151
October 4, 1995
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Hanger Orthopedic Group, Inc.
Registration Statement on Form S-8
Gentlemen:
We are counsel to Hanger Orthopedic Group, Inc. (the "Company") and have
represented the Company in connection with the Registration Statement on Form
S-8 being filed today with the Commission (together with all exhibits thereto,
the "Registration Statement"). The Registration Statement relates to an
offering by the Company of up to 1,750,000 shares of the Company's common
stock, par value of $.01 per share, (the "Shares") upon the exercise of
options under the Company's 1991 Stock Option Plan and 1993 Stock Option Plan
for Non-Employee Directors (the "Plans").
This opinion is being delivered to the Commission as Exhibit 5 to the
Registration Statement.
We have examined (1) the Certificate of Incorporation, and all amendments
thereto, certified by the Secretary of State of the State of Delaware, (2) the
By-Laws of the Company, certified by the Secretary of the Company as being
those currently in effect, (3) the Registration Statement, (4) the Plans and
(5) such other corporate records, certificates, documents and other
instruments as in our opinion are necessary or appropriate in connection with
expressing the opinions set forth below.
Based upon the foregoing, it is our opinion that:
1. The Company is a corporation duly organized and existing under the laws
of the State of Delaware.
2. When the following events shall have occurred:
(a) the Registration Statement is filed, at which time it will become
effective under the Securities Act of 1933, pursuant to General
Instruction D to Form S-8, and
<PAGE>
b) the Shares shall have been paid for and issued in accordance with
the terms of the Plans as provided in the Registration Statement,
the Shares thus sold will be legally issued, fully paid and non-assessable.
This firm hereby consents to the reference to it in the Registration
Statement and the filing of this opinion as Exhibit 5 thereto.
Sincerely,
FREEDMAN, LEVY, KROLL & SIMONDS
- 2 -
EXHIBIT 23(a)
[Coopers & Lybrand Logo]
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in this Registration Statement on
Form S-8 pertaining to the Hanger Orthopedic Group, Inc. 1991 Stock Option
Plan and 1993 Stock Option Plan for Non-Employee Directors of our report,
which included an explanatory paragraph for the change, effective January 1,
1993, in the Company's method of accounting for income taxes, dated March 24,
1995, on our audit of the consolidated financial statements and financial
statement schedule of Hanger Orthopedic Company, Inc. We also consent to the
reference to our firm under the caption "Experts".
Coopers & Lybrand L.L.P.
Philadelphia, Pennsylvania
October 3, 1995
