As filed with the Securities and Exchange Commission on July 24, 1995
Registration No. 33-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
NATIONAL HOME HEALTH CARE CORP.
(Exact name of Registrant as specified in its charter)
Delaware 22-2981141
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
850 Bronx River Road, Yonkers, New York 10708
(Address of Principal Executive Offices) (Zip Code)
1992 Stock Option Plan of National Home Health Care Corp.
1993 401(k) Plan of National Home Health Care Corp.
(Full Title of the Plans)
Mr. Robert P. Heller
NATIONAL HOME HEALTH CARE CORP.
50 Bronx River Road, Yonkers, New York 10708
(Name and Address of Agent for Service)
(914) 776-6800
(Telephone Number, Including Area Code, of Agent for Service)
Approximate date of proposed sale to the public: As soon as practicable
and from time to time after the effective date of this Registration
Statement.
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of Maximum Maximum
Securities Amount to be Offering Aggregate Amount of
to be Registered Price Offering Registration
Registered (4) Per Share(1) Price(1) Fee
Common Stock, 15,000 shares $4.125(2) $61,875(2) $21.33
$.001 par 283,502 shares $2.625(2) $744,193(2) $256.61
value 201,498 shares $3.16(3) $636,734(3) $219.56
220,000 shares $3.16(3) $695,200(3) $239.72
Total 720,000 shares $737.22
(1) Estimated solely for purposes of calculating the registration fee.
(2) Based, pursuant to Rule 457(h), on the exercise price of the related
option.
(3) Based, pursuant to Rule 457(c), on $3.16 per share, which was the average
of the bid and ask prices of the Registrant's Common Stock on the
National Association of Securities Dealer's National Market System on
July 21, 1995.
(4) Pursuant to Rule 416(c) under the Securities Act of 1933, as amended,
this Registration Statement also covers an indeterminate number of
additional shares which may become issuable as a result of any future
adjustments in accordance with the terms of the 1993 401(k) Plan of
National Home Health Care Corp.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The Annual Report on Form 10-K of National Home Health Care
Corp. (the "Company") for the fiscal year ended July 31, 1994 the Quarterly
Report on Form 10-Q for the quarter ended October 31, 1994 and the Quarterly
Report on Form 10-Q for the quarter ended January 31, 1995, the Quarterly
Report on Form 10-Q for the quarter ended April 30, 1995 heretofore filed with
the Securities and Exchange Commission (the "SEC") pursuant to Section 13(a)
of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and
the description of the Company's Common Stock contained in the Company's
Registration Statement on Form 8-A filed on October 26, 1984, under the
Exchange Act, including any amendment or report filed for the purpose of
updating such description, and all other reports heretofore filed by the
Company pursuant to Sections 13(a) or 15(d) of the Exchange Act since July 31,
1994 are incorporated herein by reference.
All documents filed subsequent to the filing date of this
Registration Statement with the SEC by the Company pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Exchange Act, prior to the filing of a post-
effective amendment which indicates that all securities offered by this
Registration Statement have been sold or which de-registers all such
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 the filing of such documents. Any statement contained in a document
incorporated or deemed to be incorporated herein by reference 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, except as indicated herein.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
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Item 6. Indemnification of Directors and Officers.
(a) Section 145 of the General Corporation Law of the
State of Delaware (the "DGCL") provides, in general, that a corporation
incorporated under the laws of the State of Delaware, such as the Registrant,
may indemnify any person who was or is a party or is threatened to be made a
party to any threatened, pending or completed action, suit or proceeding
(other than a derivative action by or in the right of the corporation) by
reason of the fact that such person is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request of the corpo-
ration as a director, officer, employee or agent of another enterprise,
against expenses (including attorneys' fees), judgments, fines and amounts
paid in settlement actually and reasonably incurred by such person in
connection with such action, suit or proceeding if such person acted in good
faith and in a manner such person 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 such person's conduct
was unlawful. In the case of a derivative action, a Delaware corporation may
indemnify any such person against expenses (including attorneys' fees)
actually and reasonably incurred by such person in connection with the defense
or settlement of such action or suit if such person acted in good faith and in
a manner such person reasonably believed to be in or not opposed to the best
interests of the corporation, except that no indemnification shall be made in
respect of any claim, issue or matter as to which such person shall have been
adjudged to be liable to the corporation unless and only to the extent that
the court determines such person is fairly and reasonably entitled to
indemnity for such expense.
(b) The Company's Certification of Incorporation and By-Laws
contain no provision regarding indemnification or officers or directors.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
4.1(a) Certificate of Incorporation of the Company. (Incorporated by
reference to Exhibit 3(a) of the Company's Registration
Statement on Form S-1 filed September 20, 1983, File No. 2-86643
(the "S-1 Registration Statement")).
4.1(b) Certificate of Amendment of Certificate of Incorporation.
(Incorporated by reference to Exhibit 3.2 to the Company's
Annual Report on Form 10-K for the year ended July 31, 1992).
4.2 By-laws of the Company as amended. (Incorporated by reference
to Exhibit 4(a) to the S-1 Registration Statement.)
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* 5.1 Opinion of Parker Chapin Flattau & Klimpl, LLP, counsel to the
Company, as to the legality of the Common Stock being registered.
*24.1 Consent of Richard A. Eisner & Company, LLP, independent auditors.
*24.2 Consent of Parker Chapin Flattau & Klimpl, LLP (included in the
opinion filed as Exhibit 5.1 hereto).
*25.1 Powers of Attorney of certain officers and directors of the
Company (included on the signature page of this Registration
Statement).
99.1 1992 Stock Option Plan of the Company. (Incorporated by
reference to Exhibit 10.1 to the Company's Annual Report on
Form 10-K for the year ended July 31, 1993).
99.2 1993 401(k) Plan of the Company. (Incorporated by reference to
Exhibit 10.25 to the Company's Annual Report on Form 10-K for
the year ended July 31, 1993).
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*Filed herewith.
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Item 9. Undertakings.
The undersigned registrant hereby undertakes:
1. To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement to
include any material information with respect to the plan of distribution not
previously disclosed in this Registration Statement or any material change to
such information in this Registration Statement;
2. That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
3. To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
The undersigned registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act of 1933, each filing of
the registrant's annual report pursuant to Section 13(a) or Section 15(d) of
the Securities Exchange Act of 1934 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 securi-
ties at that time shall be deemed to be the initial bona fide offering
thereof.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act
and will be governed by the final adjudication of such issue.
The Registrant undertakes to submit the 1993 401(k) Plan of the
Company to the Internal Revenue Service (the "IRS") in a timely manner and has
made or will make all changes required by the IRS in order to qualify such
Plan.
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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 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 Yonkers, State of New York, on the
24th day of July, 1995.
NATIONAL HOME HEALTH CARE CORP.
By: /s/ FREDERICK H. FIALKOW
Frederick H. Fialkow
President, Chairman of the Board of
Directors and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose sig-
nature appears below does hereby constitute and appoint Frederick H. Fialkow,
his true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any and all amendments (including, without
limitation, 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, granting unto said
attorney-in-fact and agent, full power and authority to do and perform each
and every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and
agent, or his substitute or substitutes, may lawfully do or cause to be done
by virtue hereof.
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 dates indicated.
Signature Title Date
/s/ FREDERICK H. FIALKOW President, Chairman of July 24, 1995
Frederick H. Fialkow the Board of Directors
and Chief Executive Officer
/s/ ROBERT P. HELLER Vice President of Finance, July 24, 1995
Robert P. Heller Chief Financial Officer
and Principal Accounting Officer
/s/ STEVEN FIALKOW Director July 24, 1995
Steven Fialkow
/s/ IRA GREIFER Director July 24, 1995
Ira Greifer, M.D.
/s/ BERNARD LEVINE Director July 24, 1995
Bernard Levine, M.D.
/s/ LEON PORDY Secretary and Director July 24, 1995
Leon Pordy, M.D.
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
EXHIBITS
to
REGISTRATION STATEMENT ON FORM S-8
NATIONAL HOME HEALTH CARE CORP.
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Exhibit Index
Exhibits Page No.
4.1(a) Certificate of Incorporation of the
Company. (Incorporated by reference
to Exhibit 3(a) of the Company's
Registration Statement on Form S-1
filed September 20, 1983, File No.2-86643
(the "S-1 Registration Statement").)
4.1(b) Certificate of Amendment of
Certificate of Incorporation.
(Incorporated by reference to
Exhibit 3.2 to the Company's Annual
Report on Form 10-K for the year
ended July 31, 1992).
4.2 By-Laws of the Company as amended.
(Incorporated by reference to
Exhibit 4(a) to the S-1 Registration Statement.)
* 5.1 Opinion of Parker Chapin Flattau &
Klimpl, LLP, counsel to the Company,
as to the legality of the Common
Stock being registered.
*24.1 Consent of Richard A. Eisner &
Company, LLP, independent auditors.
*24.2 Consent of Parker Chapin Flattau &
Klimpl, LLP (included in the opinion
filed as Exhibit 5.1 hereto).
*25.1 Powers of Attorney of certain
officers and directors of the
Company (included on the signature
page of this Registration Statement).
99.1 1992 Stock Option Plan of the
Company. (Incorporated by reference
to Exhibit 10.1 to the Company's
Annual Report on Form 10-K for the
year ended July 31, 1993).
99.2 1993 401(k) Plan of the Company.
(Incorporated by reference to
Exhibit 10.25 to the Company's
Annual Report on Form 10-K for the
year ended July 31, 1993).
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*Filed herewith.
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EXHIBIT 5.1
July 24, 1995
National Home Health Care Corp.
850 Bronx River Road
Yonkers, NY 10708
Gentlemen:
We have acted as counsel to National Home Health Care Corp., a Delaware
corporation (the "Company"), in connection with a Registration Statement on
Form S-8 (the "Registration Statement") being filed with the Securities and
Exchange Commission under the Securities Act of 1933, as amended, relating to
the offering of 500,000 shares (the "Option Shares") of Common Stock, par
value $.001 per share, to certain employees and directors of the Company, and
its subsidiaries, issuable upon exercise of options which either have been, or
may from time to time be, granted by the Company under its 1992 Stock Option
Plan (the "1992 Plan") and 220,000 shares of Common Stock, par value $.001 per
share purchasable by certain employees of the Company pursuant to the 1993
401(k) Plan of the Company.
In connection with the foregoing, we have examined originals or copies,
satisfactory to us, of all such corporate records and of all such agreements,
certificates and other documents as we have deemed relevant and necessary as a
basis for the opinion hereinafter expressed. In such examination, we have
assumed the genuineness of all signatures, the authenticity of all documents
submitted to us as originals and the conformity with the original documents of
all documents submitted to us as copies or facsimiles. As to any facts
material to such opinion, we have, to the extent that relevant facts were not
independently established by us, relied on certificates of public officials
and certificates of officers or other representatives of the Company.
Based upon and subject to the foregoing, we are of the opinion that
the Option Shares, when issued and paid for in accordance with the 1992 Plan
and in accordance with the options issuable pursuant to the 1992 Plan, upon
exercise of which the Option Shares become issuable, will be validly issued,
fully paid and non-assessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ PARKER CHAPIN FLATTAU & KLIMPL, LLP
EXHIBIT 24.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement
on Form S-8 pertaining to the 1992 Stock Option Plan and the 1993 401(k) Plan
of National Home Health Care Corp. (the Company ) of our report dated
September 16, 1994, with respect to the financial statements of the Company
included in the Company's Annual Report on Form 10-K for the year ended July
31, 1994.
/s/ RICHARD A. EISNER & COMPANY, L.L.P.
New York, New York,
July 19, 1995
