<PAGE> 1
As filed with the Securities and Exchange Commission on November 8, 1999
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
Hanger Orthopedic Group, Inc.
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(Exact name of registrant as specified in its charter)
Delaware 84-0904275
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(State or other jurisdiction of (IRS Employer Identification
incorporation or organization) Number)
Two Bethesda Metro Center-Suite 1200, Bethesda, Maryland 20814
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(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
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(Full title of plan)
Ivan R. Sabel
Chairman of the Board, President and Chief Executive Officer
Hanger Orthopedic Group, Inc.
Two Bethesda Metro Center - Suite 1200
Bethesda, Maryland 20814
(301) 986-0701
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(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
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------
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
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<S> <C> <C> <C> <C>
Common Stock, 6,500,000 $12.34 $80,210,000 $22,298.38
$.01 par value shares
Common Stock, 754,697
$.01 par value shares (3)
- ---------------------------------------------------------------------------
</TABLE>
<PAGE> 2
(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 New York Stock Exchange on
November 1, 1999 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.
(3) No filing fee is required with respect to these shares because they
were registered under a Form S-8 (File No. 33-63191) filed by the Registrant on
October 4, 1995. Pursuant to Rule 429 under the Securities Act of 1933, this
Registration Statement is deemed to include such previously registered shares
and such prior Registration Statement.
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<PAGE> 3
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, 1998.
2. The Company's Quarterly Reports on Form 10-Q for the
quarters ended March 31 and June 30, 1999.
3. The Company's Current Reports on Form 8-K (i) dated July 1,
1999 and filed on July 15, 1999 and (ii) dated and filed on October 22, 1999.
4. 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 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
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incorporated by reference herein modifies or supesedes 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.
Item 8. Exhibits.
<TABLE>
<CAPTION>
Exhibit
Number Description
- -------- ------------
<S> <C>
4(a) 1991 Stock Option Plan. (Filed herewith.)
4(b) 1993 Stock Option Plan for Non-Employee Directors.
(Incorporated herein by reference to Exhibit 4(b) to the
Company's Registration Statement on Form S-8 (File No.
33-63191) filed on October 4, 1995.)
5 Legal opinion, dated November 5, 1999, of Freedman, Levy,
Kroll & Simonds, counsel to the Company, as to the legality
of shares offered. (Filed herewith.)
</TABLE>
4
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<TABLE>
<S> <C>
23(a) Consent of PricewaterhouseCoopers LLP. (Filed herewith.)
23(b) Consent of PricewaterhouseCoopers LLP. (Filed herewith.)
23(c) Consent of PricewaterhouseCoopers LLP (Filed herewith.)
23(d) Consent of Freedman, Levy, Kroll & Simonds. (Included in
Exhibit 5 hereto).
24 Power of Attorney. (Included on signature page of this
Registration Statement.)
</TABLE>
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
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
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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.
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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 4th day of
November, 1999.
HANGER ORTHOPEDIC GROUP, INC.
By:/s/ Ivan R. Sabel
------------------------------
Ivan R. Sabel
Chairman of the Board
and Chief Executive Officer
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 as 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:
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<TABLE>
<CAPTION>
Signature Title Date
- ---------- ----- ----
<S> <C> <C>
Chairman of the Board, Chief November 4, 1999
/s/ Ivan R. Sabel Executive Officer and Director
- ------------------------------------ (Principal Executive Officer)
Ivan R. Sabel
Executive Vice President, Chief November 4, 1999
/s/Richard A. Stein Financial Officer, Treasurer and
- ------------------------------------ Secretary (Principal Financial
Richard A. Stein Officer)
/s/ Mitchell J. Blutt Director November 4, 1999
- ------------------------------------
Mitchell J. Blutt, M.D.
/s/ Edmond E. Charrette Director November 4, 1999
- ------------------------------------
Edmond E. Charrette, M.D.
/s/ Thomas P. Cooper Director November 4, 1999
- ------------------------------------
Thomas P. Cooper, M.D.
/s/ Robert J. Glaser Director November 4, 1999
- ------------------------------------
Robert J. Glaser, M.D.
/s/ C. Raymond Larkin, Jr. Director November 4, 1999
- ------------------------------------
C. Raymond Larkin, Jr.
/s/ Risa J. Lavizzo-Mourey Director November 4, 1999
- ------------------------------------
Risa J. Lavizzo-Mourey, M.D.
/s/ William L. McCulloch Director November 4, 1999
- ------------------------------------
William L. McCulloch
/s/ H.E. Thranhardt Director November 4, 1999
- ------------------------------------
H.E. Thranhardt
</TABLE>
8
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EXHIBIT INDEX
Item 8. Exhibits.
Exhibit
Number Description
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4(a) 1991 Stock Option Plan. (Filed herewith.)
4(b) 1993 Stock Option Plan for Non-Employee Directors.
(Incorporated herein by reference to Exhibit 4(b) to the
Company's Registration Statement on Form S-8 (File No.
33-63191) filed on October 4, 1995.)
5 Legal opinion, dated November 5, 1999, of Freedman, Levy,
Kroll & Simonds, counsel to the Company, as to the legality
of shares offered. (Filed herewith.)
23(a) Consent of PricewaterhouseCoopers LLP (Filed herewith.)
23(b) Consent of PricewaterhouseCoopers LLP. (Filed herewith.)
23(c) Consent of PricewaterhouseCoopers LLP. (Filed herewith.)
23(d) Consent of Freedman, Levy, Kroll & Simonds. (Included in
Exhibit 5 hereto.)
24 Power of Attorney. (Included on signature page of this
Registration Statement.)
9
<PAGE> 1
Exhibit 4(a)
HANGER ORTHOPEDIC GROUP, INC.
1991 STOCK OPTION PLAN (as amended through September 16, 1999)
1. Purpose. The purpose of the 1991 Stock Option Plan (the
"Plan") of Hanger Orthopedic Group, Inc. (the "Company") is to make shares of
the common stock, $.01 par value per share (the "Stock"), of the Company
available for purchase by selected officers and key employees of the Company or
subsidiaries of the Company, upon terms which will give them an added incentive
to continue service with the Company and a more direct interest in the future
success of its operations. The options granted hereunder shall either be
incentive stock options ("ISOs") within the meaning of Section 422A of the
Internal Revenue Code of 1986, as amended (the "Code"), or nonqualified stock
options ("NQSOs"). ISOs and NQSOs collectively are referred to hereinafter as
"Options."
2. Administration.
(a) The Stock Option Committee. The Plan shall be administered
by the Compensation Committee (the "Committee") of the Board of Directors of the
Company (the "Board") composed of not less than three directors of the Company,
who shall be appointed by and serve at the pleasure of the Board. A majority of
the Committee shall constitute a quorum and the acts of a majority of the
members present at any meeting at which a quorum is present, or acts approved in
writing by a majority of the Committee, shall be the acts of the Committee. Each
member of the Committee shall be ineligible to be granted Options under the Plan
and shall otherwise be a "disinterested person" within the meaning of Rule
16b-3(c)(2)(i) under the Securities Exchange Act of 1934, as amended. The
Committee shall keep minutes of its meetings.
(b) Authority of the Committee. Subject to the provisions of
the Plan, the Committee shall have full authority and power to determine the
employees to whom Options shall be granted, the number of shares of Stock to be
included in each Option, the price at which the shares of Stock included therein
may be purchased, the Option period and time(s) and manner of exercise and
whether the Option shall be an ISO or a NQSO. All decisions of the Committee may
be reviewed by the Board and modified or overruled within 10 days after the date
of the Committee's decision; provided, however, that the Board shall have no
power to modify or overrule a decision of the Committee with respect to the
grant of an Option once the Committee has made a grant of such Option pursuant
to the Plan. Nothing contained in the Plan shall be construed to give any
employee the right to be granted an Option to purchase Stock or to
<PAGE> 2
insist upon the inclusion of any term or condition in any Option which may be
granted, except such as may be authorized by the Committee. The Committee shall
have the authority and power to adopt such rules and regulations and to take
such action as it shall consider advisable for the administration of the Plan.
The Committee shall have the authority and power to construe, interpret and
administer the Plan, and the decisions of the Committee shall be final and
binding upon the Company, its employees, Option holders and all other persons.
No member of the Committee shall incur any liability by reason of any action or
determination made in good faith with respect to the Plan or any Option.
3. Participation.
(a) Eligible Employees. Selected officers and key employees of
the Company or subsidiaries of the Company who are, in the sole opinion of the
Committee, from time to time primarily responsible for the management of, or in
a position to contribute materially to the growth and financial success of the
Company and its subsidiaries (including employees who are members of the Board)
shall be eligible to receive Options to purchase Stock under the Plan, provided,
however, that no member of the Committee may be granted Options under the Plan.
From such eligible employees, the Committee shall from time to time choose those
to whom Options shall be granted. The Committee shall determine the number of
shares of Stock subject to each such Option, whether the Option is an ISO or
NQSO, and the terms and provisions of the Option agreements. An employee who has
been granted an Option may, if he is otherwise eligible, be granted an
additional Option or Options if the Committee shall so determine.
(b) Limitations.
(i) Except as permitted below, no ISO may be granted under
the Plan to any employee who, immediately before the granting of such ISO, owns
directly or indirectly Stock possessing more than 10 percent of the total
combined voting power or value of all classes of capital stock of the Company.
An ISO may be granted to an employee in excess of the 10 percent limit if such
ISO has an exercise price of at least 110 percent of the fair market value of
the Stock subject to such ISO on the date of grant and if such ISO by its terms
is not exercisable after the expiration of five years from the date such ISO is
granted.
(ii) The aggregate fair market value (determined as of the
time an ISO is granted) of the Stock for which any employee may be granted ISOs
in any calendar year (under this Plan and all other incentive stock option
plans of the employer corporation and its parent and subsidiary corporations,
if any) may exceed $100,000; provided, however, that such ISOs cannot be
exercised for the first time by the employee with respect to more than $100,000
of Stock in any calendar year.
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4. Stock Option Agreements. Each Option granted under the Plan
shall be evidenced by a written stock option agreement ("Option Agreement")
which shall be entered into by the Company and the employee to whom the Option
is granted (the "Option Holder"), and which shall contain the following terms
and conditions, as well as such other terms and conditions not inconsistent
therewith, as the Committee may consider appropriate in each case.
(a) Price. The price at which each share of Stock covered by
an Option may be purchased shall be determined in each case by the Committee and
set forth in the Option Agreement. In no event shall the price be less than 100
percent of the Fair Market Value of the Stock on the date the Option is granted.
"Fair Market Value" means (i) if the Stock is listed on a national securities
exchange, the last sale price of the Stock as reported by the consolidated tape
of such exchange on the date of grant of the Option, or, if there is no Stock
transaction on such date, on the immediately preceding date on which there is a
Stock transaction; (ii) if the Stock is included in the NASDAQ National Market
System, the last sale price of the Stock as reported thereby on the date of
grant of the Option or, if there is no Stock transaction on such date, on the
immediately preceding date on which there is a Stock transaction; or (iii) if
the Stock is not listed on a national securities exchange or included in the
NASDAQ National Market System, the mean of the highest and lowest bid prices for
the Stock in the over-the-counter market on the date of grant of the Option or
the value determined to be fair and reasonable by the Committee.
(b) Duration of Options. Each Option Agreement shall state the
period of time, determined by the Committee, within which the Option may be
exercised by the Option Holder. Such period must end, in all cases, not more
than 10 years from the date such Option is granted. Any ISO granted prior to
January 1, 1987 may not be exercised while any other incentive stock option
within the meaning of Section 422A of the Code granted to the same Option Holder
prior to January 1, 1987 is outstanding. An ISO shall be treated as outstanding
until it is exercised in full or expires by reason of time.
(c) Transferability. Each Option Agreement shall provide that
the Option granted therein is not transferable by the Option Holder except by
will or pursuant to the laws of descent and distribution and that such Option is
exercisable during the Option Holder's lifetime only by such Option Holder.
(d) Agreement to Continue in Employment. Each Option Agreement
shall contain the Option Holder's agreement to remain in the employment of the
Company, at the pleasure of the Company, for a continuous period of at least six
months after the date of such Option Agreement, at the salary rate in effect on
the date of such agreement or at such increased rate as may be fixed, from time
to time, by the Company.
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<PAGE> 4
(e) Nature and Exercise of, and Payment for, Option. Each
Option Agreement shall specify whether the Option is an ISO or NQSO and shall
provide that the method for exercising the Option granted therein shall be by
delivery to the Company of written notice specifying the number of shares of
Stock with respect to which such Option is exercised. If requested by the
Company, such notice shall contain the Option Holder's representation that he is
purchasing the Stock for investment purposes only and his agreement not to sell
any Stock so purchased in any manner which is in violation of the Securities Act
of 1933, as amended, or any applicable state law. Such restrictions, or notice
thereof, shall be placed on the certificates representing the Stock so
purchased. The purchase of such Stock shall take place at the principal offices
of the Company within 20 days following delivery of such notice. The purchase
price of Stock upon exercise of any Option shall be paid in full (a) in cash,
(b) in Stock valued at its Fair Market Value on the date of exercise of the
Option, (c) by requesting the Company to withhold from the number of shares of
Stock otherwise issuable upon exercise of the Option that number of shares of
Stock having an aggregate Fair Market Value on the date of exercise equal to the
Option price for all of the shares of Stock subject to such exercise, or (d) by
a combination thereof, in the manner provided in the Option Agreement.
Certificates for such shares of Stock tendered in payment shall be in a form for
good delivery and, if the certificates were issued pursuant to the exercise of
an ISO, the Option Holder must have held the tendered shares for at least one
year.
(f) Date of Grant. An Option shall be considered as having
been granted on the date the Committee decides to grant the Option.
(g) Notice of Sale of Stock; Withholding. Each Option
Agreement shall provide (i) that the Option Holder shall notify the Company in
writing if Stock acquired under an ISO is "disposed of" within the meaning of
Section 422A of the Code within two years after the date of the grant of the ISO
or within one year after the transfer of such Stock to the Option Holder; and
(ii) that if the Option Holder does "dispose of" Stock within such period, the
Option Holder shall make appropriate arrangements with the Company to provide
for the amount of additional withholding required by Sections 3102 and 3402 of
the Code and applicable state income tax laws.
5. The Stock. The total number of shares of Stock as to which Options
may be granted under this Plan shall not exceed 8,000,000 in the aggregate,
except as such number of shares shall be adjusted in accordance with the
provisions of Section 6 hereof. If any outstanding Option under the Plan shall
expire or be terminated for any reason before the end of the 10-year period
during which Options may be granted hereunder, the shares of Stock allocable to
the unexercised portion of such Option may again be included in an Option under
the Plan. The Company shall at all times retain as authorized and unissued
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<PAGE> 5
Stock at least the number of shares from time to time included in outstanding
Options, or otherwise assure itself of its ability to perform its obligations
thereunder.
6. Adjustments.
(a) Adjustments by Stock Split, Stock Dividend, Etc. If the
Company shall at any time increase or decrease the number of its outstanding
shares of Stock, or change in any way the rights and privileges of such shares,
by means of the payment of a Stock dividend or the making of any other
distribution upon such shares payable in Stock, or through a Stock split or
subdivision of shares, or a consolidation or combination of shares, or through a
reclassification or recapitalization involving the Stock, then the numbers,
rights and privileges of the following shall be increased, decreased or changed
in like manner as if they had been issued and outstanding, fully paid and
nonassessable at the time of such occurrence: (i) the shares of Stock on which
Options may be granted under the Plan; (ii) the maximum number of shares of
Stock with respect to which an employee may receive an Option hereunder; and
(iii) the shares of Stock then included in each outstanding Option granted
hereunder.
(b) Dividend Payable in Stock of Another Corporation, Etc. If
the Company shall at any time pay or make any dividend or other distribution
upon the Stock payable in securities or other property (except money or Stock),
a proportionate part of such securities or other property shall be set aside and
delivered to each Option Holder then holding an Option hereunder upon exercise
thereof.
(c) Apportionment of Price. Upon any occurrence described in
the preceding subsections (a) and (b) of this Section 6, the total Option price
under any then outstanding Option shall remain unchanged but shall be
apportioned ratably over the increased or decreased number or changed kinds of
securities or other property subject to the Option.
(d) Rights to Subscribe. If the Company shall at any time
grant to the holders of its Stock rights to subscribe pro rata for additional
shares thereof or for any other securities of the Company or of any other
corporation, there shall be added to the number of shares then underlying each
outstanding Option the Stock or other securities which the Option Holder would
have been entitled to subscribe for if immediately prior to such grant the
Option Holder had exercised his entire Option, and the Option price shall be
increased by the amount which would have been payable by the Option Holder for
such Stock or other securities.
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<PAGE> 6
(e) Determination by the Committee, Etc. Adjustments under
this Section 6 shall be made by the Committee, whose determinations with regard
thereto shall be final and binding. No fractional shares of Stock shall be
issued on account of any such adjustment.
7. Merger, Consolidation, Etc.
(a) Effect of Transaction. Upon the occurrence of any of the
following events, if the notice required by Section 7(b) hereof shall have first
been given, this Plan and all Options then outstanding under it shall
automatically terminate and be of no further force and effect whatsoever,
without the necessity for any additional notice or other action by the
Committee, the Board or the Company: (i) the merger, consolidation or
liquidation of the Company or the acquisition of its assets or stock pursuant to
a nontaxable reorganization, unless the surviving or acquiring corporation, as
the case may be, shall assume the outstanding Options or substitute new options
for them pursuant to Section 425(a) of the Code; (ii) the dissolution or
liquidation of the Company; (iii) the appointment of a receiver for all or
substantially all of the Company's assets or business; (iv) the appointment of a
trustee for the Company after a petition has been filed for the Company's
reorganization under applicable statutes; or (v) the sale, lease or exchange of
all or substantially all of the Company's assets and business.
(b) Notice of Such Occurrences. At least 30 days' prior
written notice of any event described in Section 7(a) hereof, except the
transactions described in subsections 7(a)(iii) and (iv) as to which no notice
shall be required, shall be given by the Company to each Option Holder
theretofore granted an Option under the Plan. The Option Holders so notified may
exercise their Options at any time before the occurrence of the event requiring
the giving of notice, regardless of whether all conditions of exercise relating
to continuation of employment for specified periods of time have been satisfied.
Such notice shall be deemed to have been given when delivered personally to an
Option Holder or when mailed to an Option Holder by registered or certified
mail, postage prepaid, at such Option Holder's last address known to the
Company.
8. Expiration. The Plan shall terminate whenever the Board
adopts a resolution to that effect. If not sooner terminated under the
preceding sentence hereof, the Plan shall wholly cease and expire 10 years from
the effective date hereof. After termination, no Options shall be granted under
the Plan, but the Company shall continue to recognize Options previously
granted.
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<PAGE> 7
9. General Provisions.
(a) Amendments, Etc. The Board may from time to time amend,
modify, suspend or terminate the Plan. Nevertheless, no such amendment,
modification, suspension or termination shall (i) impair any Option theretofore
granted under the Plan or deprive any Option Holder of any shares of Stock which
he may have acquired through or as a result of the Plan, or (ii) be made without
the approval of the shareholders of the Company where such change would (A)
materially increase the benefits accruing to Option Holders under the Plan, (B)
materially increase the total number of shares of Stock which may be issued
under the Plan, or (C) materially modify the requirements as to eligibility for
participation in the Plan.
(b) Qualification under Internal Revenue Code. The Company
intends that all ISOs granted under the Plan shall constitute incentive stock
options within the meaning of Section 422A of the Code and the Plan shall be
construed and administered in order to effect such intention.
(c) Treatment of Proceeds. Proceeds from the sale of Stock
pursuant to Options granted under the Plan shall constitute general funds of the
Company.
(d) Effective Date. The Plan shall become effective as of the
date of its approval by shareholders of the Company on September 26, 1991. ISOs
previously granted under the Company's 1983 Incentive Stock Option Plan and
outstanding as of the effective date of the Plan shall continue to be governed
by the terms of the Option Agreements entered into in connection with such ISOs.
(e) Paragraph Headings. The paragraph headings are
included herein only for convenience and they shall have no effect on the
interpretation of the Plan.
<PAGE> 1
EXHIBIT 5
November 5, 1999
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 a total of 7,254,697 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:
<PAGE> 2
(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
(b) the Shares shall have been paid for and issued in
accordance with the terms of the Plan 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,
/s/ Freedman, Levy, Kroll & Simonds
FREEDMAN, LEVY, KROLL & SIMONDS
<PAGE> 1
EXHIBIT 24(a)
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our reports dated March 2, 1999, relating to the
financial statements and financial statement schedule, which appear in Hanger
Orthopedic Group, Inc.'s Annual Report on Form 10-K for the year ended December
31, 1998.
PricewaterhouseCoopers LLP
Philadelphia, Pennsylvania
November 4, 1999
<PAGE> 1
EXHIBIT 24(b)
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated March 19, 1999 relating to the
financial statements of NovaCare Orthotics and Prosthetics, Inc. and
subsidiaries, which appears in Hanger Orthopedic Group, Inc.'s Current Report on
Form 8-K dated July 1, 1999.
PricewaterhouseCoopers LLP
Philadelphia, Pennsylvania
November 4, 1999
<PAGE> 1
EXHIBIT 24(c)
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated October 13, 1999 relating to the
financial statements of NovaCare Orthotics and Prosthetics, Inc. and
subsidiaries, which appears in Hanger Orthopedic Group, Inc.'s Current Report on
Form 8-K dated October 22, 1999.
PricewaterhouseCoopers LLP
Philadelphia, Pennsylvania
November 4, 1999
