As filed with the Securities and Exchange Commission on September 15, 2000
Registration No. 333-
--------------------------------------------------------------------------------
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.)
700 WHITE PLAINS ROAD, SCARSDALE, NEW YORK 10583
(Address of Principal Executive Offices)
1999 STOCK OPTION PLAN
(Full title of the plans)
MR. ROBERT P. HELLER
VICE PRESIDENT OF FINANCE AND CHIEF FINANCIAL OFFICER
NATIONAL HOME HEALTH CARE CORP.
700 WHITE PLAINS ROAD, SCARSDALE, NEW YORK
(914) 722-9000
(Name, address and telephone number, including area code, of agent for service)
with a copy to:
GARY J. SIMON, ESQ.
PARKER CHAPIN LLP
THE CHRYSLER BUILDING
405 LEXINGTON AVENUE
NEW YORK, NEW YORK 10174
(212) 704-6000
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC: As soon as
practicable after the effective date of this registration statement.
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
============================================= ====================== =================== ==================== ================
Proposed Proposed
Title of each class of Securities Amount to Maximum Maximum Amount of
to be Registered be Registered (1) Offering Price Aggregate Registration
Per Share Offering Price Fee
--------------------------------------------- ---------------------- ------------------- -------------------- ----------------
<S> <C> <C> <C> <C>
Common Stock, $.001 par value per share 246,000 $ 4.37(2) $ 1,075,020 $ 283.8
--------------------------------------------- ---------------------- ------------------- -------------------- ----------------
Common Stock, $.001 par value per share 254,000 $ 6.00(3) $ 1,524,000 $ 402.4
--------------------------------------------- ---------------------- ------------------- -------------------- ----------------
</TABLE>
(1) Pursuant to Rule 416(b), there also shall be deemed covered hereby such
additional securities as may result from anti-dilution adjustments under
the 1999 Stock Option Plan.
<PAGE>
(2) Represents a weighted average exercise price of $4.37 per share of shares
underlying outstanding stock options.
(3) Estimated solely for the purpose of calculating the registration fee on the
basis of, pursuant to Rule 457(c) and (h), the average of the high and low
sale prices per share of the registrant's Common Stock on the Nasdaq Stock
Market on September 13, 2000 with respect to 254,000 shares subject to
future grants under the 1999 Stock Option Plan.
-2-
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The Company's Annual Report on Form 10-K for the fiscal year
ended July 31, 1999 and the Quarterly Reports on Form 10-Q for the quarters
ended October 31, 1999, January 31, 2000 and April 30, 2000 heretofore filed by
the Company with the Securities and Exchange Commission (File No. 0-12927)
pursuant to Section 13(a) of the Securities Exchange Act of 1934, as amended
(the "1934 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, 1994 under
the 1934 Act, including any amendment or report filed for the purpose of
updating such description, are incorporated herein by reference.
All documents filed subsequent to the date of this
registration statement pursuant to Sections 13(a), 13(c), 14 or 15(d) of the
1934 Act, prior to the filing of a post-effective amendment which indicates that
all securities offered have been sold or which de-registers 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 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 other subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies or supersedes such
statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not Applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not Applicable.
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 corporation 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
-3-
<PAGE>
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 Bylaws
contain no provision regarding indemnification of officers or directors.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
ITEM 8. EXHIBITS.
<TABLE>
<CAPTION>
Exhibit
Number Description
------ -----------
<S> <C>
5.1 Opinion of Parker Chapin LLP, as to the legality of the common stock being offered.
23.1 Consent of Parker Chapin LLP (included in their opinion filed as Exhibit 5.1).
23.2 Consent of Holtz Rubenstein & Co., LLP.
23.3 Consent of Richard A. Eisner & Company, LLP.
24.1 Power of attorney of certain officers and directors of the registrant (contained in the
signature page).
99.1 1999 Stock Option Plan.
</TABLE>
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:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933, as amended (the "Securities Act");
(ii) To reflect in the prospectus any facts or events arising
after the effective date of this registration statement (or
the most recent post-effective amendment
II-2
<PAGE>
thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in this
registration statement;
(iii) 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;
provided, however, that paragraphs (1)(i) and (1)(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 registrant pursuant to
Section 13 or 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, 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, each filing of
the registrant's annual report pursuant to Section 13(a) or 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 herein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the registrant pursuant to the foregoing provisions described in Item 6
above, 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 Securities Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other than the
payment by the registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.
II-3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act, the
registrant has duly caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the city of Scarsdale,
state of New York, on the 1 day of September, 2000.
National Home Health Care Corp.
By: /s/ Robert P. Heller
------------------------------------
Robert P. Heller
Vice President of Finance and Chief
Financial Officer
POWER OF ATTORNEY
The undersigned directors and officers of National Home Health
Care Corp. hereby constitute and appoint Frederick F. Fialkow and Robert P.
Heller, and each of them, with full power to act without the other and with full
power of substitution and re-substitution, our true and lawful attorneys-in-fact
with full power to execute in our name and behalf in the capacities indicated
below any and all amendments (including post-effective amendments and amendments
thereto) to this registration statement under the Securities Act and to file the
same, with all exhibits thereto and other documents in connection therewith,
with the Securities and Exchange Commission and hereby ratify and confirm each
and every act and thing that such attorneys-in-fact, or any of them, or their
substitutes, shall lawfully do or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Act, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
/s/ Frederick H. Fialkow Chairman of the Board September 1, 2000
--------------------------------------- of Directors
Frederick H. Fialkow
/s/ Steven Fialkow President, Chief Executive September 1, 2000
--------------------------------------- Officer, Chief Operating
Steven Fialkow Officer, Secretary and Director
/s/ Bernard Levine Director September 1, 2000
---------------------------------------
Bernard Levine, M.D.
II-4
<PAGE>
/s/ Ira Greifer Director September 1, 2000
---------------------------------------
Ira Greifer, M.D.
/s/ Robert Pordy Director September 1, 2000
---------------------------------------
Robert C. Pordy, M.D.
/s/ Robert P. Heller Vice President of Finance September 1, 2000
--------------------------------------- and Chief Financial Officer
Robert P. Heller (Principal Financial and
Accounting Officer)
II-5
<PAGE>
EXHIBIT INDEX
Exhibit
Number Description
------ -----------
<S> <C>
5.1 Opinion of Parker Chapin LLP, as to the legality of the common stock being offered.
23.1 Consent of Parker Chapin LLP (included in their opinion filed as Exhibit 5.1).
23.2 Consent of Holtz Rubenstein & Co., LLP.
23.3 Consent of Richard A. Eisner & Company, LLP.
24.1 Power of attorney of certain officers and directors of the registrant (contained in the
signature page).
99.1 1999 Stock Option Plan.
</TABLE>
E-1
