<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 7, 1997
REGISTRATION NO. _______________
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
---------------------------
THE WENDT-BRISTOL HEALTH SERVICES CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 22-1807533
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER IDENTIFICATION
INCORPORATION OR ORGANIZATION) NUMBER)
280 NORTH HIGH STREET, SUITE 760
COLUMBUS, OHIO 43215
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
---------------------------
THE WENDT-BRISTOL HEALTH SERVICES CORPORATION EMPLOYEE INCENTIVE STOCK
OPTION PLAN
(FULL TITLE OF THE PLAN)
---------------------------
SHELDON A. GOLD, PRESIDENT
THE WENDT-BRISTOL HEALTH SERVICES CORPORATION
280 NORTH HIGH STREET, SUITE 760
COLUMBUS, OHIO 43215
(614) 221-6000
(NAME, ADDRESS, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT
FOR SERVICE)
---------------------------
COPIES TO:
RICHARD A. BARNHART, ESQ.
SCHOTTENSTEIN, ZOX & DUNN
A LEGAL PROFESSIONAL ASSOCIATION
41 SOUTH HIGH STREET, SUITE 2600
COLUMBUS, OHIO 43215
---------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
==================== ================== ========================== ========================= =====================
TITLE OF PROPOSED MAXIMUM PROPOSED MAXIMUM
SECURITIES TO BE AMOUNT TO BE OFFERING PRICE PER AGGREGATE OFFERING AMOUNT OF
REGISTERED REGISTERED SHARE (1) PRICE (1) REGISTRATION FEE (1)
- -------------------- ------------------ -------------------------- -----------------------------------------------
<S> <C> <C> <C> <C>
Common Stock 250,000 $1.50 $375,000 $114.00
==================== ================== ========================== ========================= =====================
</TABLE>
(1) Estimated in accordance with Rule 457(h) solely for purposes of calculating
the registration fee and based upon the average of the high and low sale prices
of the Registrant's Common Stock on the American Stock Exchange on November 7,
1997.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents which have been filed by The Wendt-Bristol Health
Services Corporation (the "Company") with the Commission, as noted below, are
incorporated by reference into this Registration Statement:
(1) The Annual Report of the Company on Form 10-K for the fiscal year
ending December 31, 1996;
(2) All other reports filed by the Company pursuant to Section 13(a) or
Section 15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), since December 31, 1996, the end of the Company's most
recently completed fiscal year for which an Annual Report on Form 10-K was
filed; and
(3) The description of the Company's common stock set forth in the
Company's Registration Statement on Form S-4 filed on November 18, 1988
(Registration No. 33-25648).
All documents and periodic reports filed by the Company pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of
this registration statement and prior to the filing of a post-effective
amendment to the Registration Statement that indicates that all securities
offered hereby have been sold or that deregisters all such securities remaining
unsold shall be deemed to be incorporated by reference herein and to be a part
hereof from the date of filing of such documents. Any statement contained herein
or in any 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 other
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 shall not be deemed to constitute a part of this
Registration Statement, except as so modified or superseded.
ITEM 4. DESCRIPTIONS OF SECURITIES
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
None.
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ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Wendt-Bristol Health Services Corporation (the "Company") is a
Delaware corporation. Section 102 of the General Corporation Law of the State of
Delaware ("GCL") provides that as part of the Company's Certificate of
Incorporation, the Company may provide for a provision eliminating or limiting,
with certain exceptions, the personal liability of a director to the Company or
its stockholders for monetary damages for breach of a fiduciary duty as a
director. Article Seven of the Company's Certificate of Incorporation currently
provides that each director shall not be personally liable to the Company or its
stockholders, to the extent provided by law, for monetary damages for a breach
of a fiduciary duty as a director, except for liability (i) for any breach of
the director's duty of loyalty to the Company or its stockholders, (ii) for acts
or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) under Section 174 of the GCL or (iv) for any
transaction from which the director derived an improper personal benefit.
Article Eight of the Company's Certification of Incorporation provides
that the Company shall indemnify its officers and directors to the full extent
permitted by Section 145 of the GCL. Section 145 of the GCL provides that a
Delaware corporation has the power to indemnify its officers and directors in
certain circumstances.
Subsection (a) of Section 145 of the GCL empowers a corporation to
indemnify any director or officer, or former director or officer, who was or is
a party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the corporation),
against expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred in connection with such action,
suit or proceeding provided that such director or officer acted in good faith in
a manner reasonably believed to be in or not opposed to the best interests of
the corporation and, with respect to any criminal action or proceeding, provided
that such director or officer had no cause to believe his conduct was unlawful.
Subsection (b) of the Section 145 empowers a corporation to indemnify any
director or officer, or former director or officer, who was or is a party or is
threatened to be made a party to any threatened, pending or completed action or
suit by or in the right of the corporation to procure a judgment in its favor by
reason of the fact that such person acted in any of the capacities set forth
above, against expenses actually and reasonably incurred in connection with the
defense or settlement of such action or suit provided that such director or
officer acted in good faith and in a manner reasonably believed to be in or not
opposed to the best interests of the corporation, except that no indemnification
may be made in respect of any claim, issue or matter as to which such director
or officer shall have been adjudged to be liable to the corporation unless and
only to the extent that the Court of Chancery or the court in which such action
was brought shall determine that despite the adjudication of liability such
director or officer is fairly and reasonably entitled to indemnity for such
expenses which the court shall deem proper.
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Section 145 further provides that to the extent a director or officer of a
corporation has been successful in the defense of any action, suit or proceeding
referred to in subsections (a) and (b) or in the defense of any claim, issue or
matter therein, he shall be indemnified against expenses (including attorneys'
fees) actually and reasonably incurred by him in connection therewith; that
indemnification provided for by Section 145 shall not be deemed exclusive of any
other rights to which the indemnified party may be entitled; and that the
corporation shall have power to purchase and maintain insurance on behalf of a
director or officer of the corporation against any liability asserted against
him or incurred by him in any such capacity or arising out of his status as such
whether or not the corporation would have the power to indemnify him against
such liabilities under Section 145.
Section 145 of the GCL is reproduced in Article VI of the By-Laws of the
Company.
ITEM 7. EXEMPTIONS FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
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<S> <C> <C>
4.1 Certificate of Incorporation of the Company. Filed as
Exhibit B to the Company's Proxy Statement (June 27,
1988) and incorporated herein by reference pursuant to
Rule 411(c).
4.2 By-Laws of the Company. Filed as Exhibit C to the
Company's Proxy Statement (June 27, 1988) and
incorporated herein by reference.
4.3 Temco National Corp. Stock Option Plan, as amended.
Filed as Exhibit 28.1 to the Company's 1991 Form 10-K
and incorporated herein by reference.
4.4 First Amendment to the Amended and Restated 1983
Employee Stock Option Plan.*
5.1 Opinion of Schottenstein, Zox & Dunn.*
23.1 Consent of Schottenstein, Zox & Dunn - contained in the
opinion filed as Exhibit 5.1.
23.2 Consent of Hausser + Taylor.*
24 Powers of Attorney - contained on page S-1 herein.
- -----------------
* Filed herewith.
</TABLE>
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ITEM 9. UNDERTAKINGS
The undersigned registrant hereby undertakes:
(a)(1) To file, during any period in which offers or sales are being
made, a post effective amendment to this Registration Statement:
(i) To include any prospectus required by section 10(a)(3) of
the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the Registration Statement (or the
most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental change
in the information set forth in the Registration Statement;
(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 (i) and (ii) above do not apply if the
registration statement is on Form S-3 or Form S-8, and the information
required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant
pursuant to Section 13 or Section 15(d) of the Securities Exchange Act
of 1934 that are incorporated by reference in the Registration
Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new Registration Statement relating to the securities
offered therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned Registrant hereby further 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 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.
(h) Insofar as indemnification for liabilities 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,
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<PAGE> 6
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.
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SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE COMPANY
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 COLUMBUS, STATE OF OHIO, ON THIS 7TH DAY OF NOVEMBER,
1997.
The Wendt-Bristol Health Services Corporation
(Registrant)
By:/s/ Sheldon A. Gold
------------------------------------------------
Sheldon A. Gold
President
By:/s/ Charles R. Cicerchi
------------------------------------------------
Charles R. Cicerchi
Vice-President, Finance and Principal Financial and
Accounting officer
S-1
<PAGE> 8
KNOW ALL MEN BY THESE PRESENTS, THAT EACH PERSON WHOSE SIGNATURE APPEARS
BELOW CONSTITUTES AND APPOINTS SHELDON A. GOLD AND CHARLES R. CICERCHI, AND EACH
OF THEM, HIS TRUE AND LAWFUL ATTORNEYS-IN-FACT AND AGENTS 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 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 ATTORNEYS-IN-FACT AND AGENTS, AND EACH OF THEM, FULL POWER AND
AUTHORITY TO DO AND PERFORM EACH AND EVERY ACT AND THING REQUISITE OR NECESSARY
TO BE DONE IN AND ABOUT THE PREMISES, AS FULLY TO ALL INTENTS AND PURPOSES AS HE
MIGHT OR COULD DO IN PERSON, HEREBY RATIFYING AND CONFIRMING ALL THAT SAID
ATTORNEYS-IN-FACT AND AGENTS OR ANY OF THEM, OR THEIR 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. SIGNATURES CAPACITY DATE
<TABLE>
<CAPTION>
Signatures Capacity Date
---------- -------- ----
<S> <C> <C>
By:/s/ Marvin D. Kantor Chairman of the Board and Director November 7,
- ------------------------------------- 1997
Marvin D. Kantor
By:/s/ Harold T. Kantor Vice Chairman of the Board and November 7,
- ------------------------------------- Director 1997
Harold T. Kantor
By:/s/ Sheldon A. Gold President (Principal Executive November 7,
- ------------------------------------- Officer) and Director 1997
Sheldon A. Gold
By:/s/ Reed A. Martin Executive Vice President, Chief November 7,
- ------------------------------------- Operating Officer and Director 1997
Reed A. Martin
By:/s/ Paul H. Levine Director November 7,
- ------------------------------------- 1997
Paul H. Levine
By:/s/ Gerald M. Penn Director November 7,
- ------------------------------------- 1997
Gerald M. Penn
By: Director November 7,
- ------------------------------------- 1997
Clemente Del Ponte
</TABLE>
S-2
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EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION PAGE NO.
- ------ ----------- --------
<S> <C> <C>
4.1 Certificate of Incorporation of the Company. Filed as Exhibit B to the
Company's Proxy Statement (June 27, 1988) and incorporated herein by
reference pursuant to Rule 411(c).
4.2 By-Laws of the Company. Filed as Exhibit C to the Company's Proxy
Statement (June 27, 1988) and incorporated herein by reference.
4.3 Temco National Corp. Stock Option Plan, as amended. Filed as Exhibit
28.1 to the Company's 1991 Form 10-K and incorporated herein by
reference.
4.4 First Amendment to the Amended and Restated 10
1983 Employee Stock Option Plan.
5.1 Opinion of Schottenstein, Zox & Dunn. 11
23.1 Consent of Schottenstein, Zox & Dunn - contained in the opinion filed as
Exhibit 5.1.
23.2 Consent of Hausser + Taylor. 12
</TABLE>
<PAGE> 1
Exhibit 4.4
FIRST AMENDMENT
TO
THE AMENDED AND RESTATED
1983 EMPLOYEE STOCK OPTION PLAN
The Wendt-Bristol Health Services Corporation, formerly known as Temco
National Corp., a Delaware corporation, hereby amends the Amended and Restated
Stock Option Plan (as amended effective July 25, 1991), as provided herein.
1. The title to the Stock Option Plan (the "Plan") is hereby amended
to change the name of the Plan to "The Wendt-Bristol Health Services Corporation
Employee Stock Option Plan."
2. Paragraph 3 of the Plan is hereby amended by deleting the first
full paragraph of said paragraph and substituting in its place the following:
"The Plan may be administered by the Board of Directors of the Company
(the "Board"), or, if so designated by resolution of the Board, by a
Committee of the Board comprised of two or more members of the Board,
selected by the Board (the "Committee"). All of the members of the
Board, if the Board is to administer the Plan, and each member of the
Committee, if so designated, shall be a "Non-Employee Director" as that
term is defined in Rule 16(b)-3(b)(3) (or any successor provision)
promulgated under the Securities Exchange Act of 1934, as amended."
NOW, THEREFORE, this First Amendment to the Plan is adopted by order of
the Board of Directors this 18th day of June, 1997.
THE WENDT-BRISTOL HEALTH SERVICES
CORPORATION
By: /s/ Sheldon A. Gold
--------------------------------
Sheldon A. Gold, President
<PAGE> 1
Exhibit 5.1
[LETTERHEAD OF Schottenstein, Zox, & Dunn]
November 7, 1997
The Wendt-Bristol Health Services Corporation
280 North High Street, Suite 760
Columbus, Ohio 43215
RE: The Wendt-Bristol Health Services Corporation
Registration Statement on Form S-8
Ladies and Gentlemen:
You have requested our opinion with respect to 250,000 shares of the
Common Stock, par value $0.01 per share (the "Shares"), of The Wendt-Bristol
Health Services Corporation, a Delaware corporation (the "Company"), which
Shares are to be issued upon the exercise of stock options (the "Options") to be
granted pursuant to the terms of the Company's Employee Incentive Stock Option
Plan (the "Plan"). The Shares are the subject of a Registration Statement on
Form S-8 (the "Registration Statement"), to which this opinion is attached as an
exhibit, to be filed with the Securities and Exchange Commission under the
Securities Act of 1933, as amended.
We have examined the Company's Amended Certificate of Incorporation,
Bylaws and the Plan. We have also examined the records of corporate proceedings
taken in connection with the adoption of the Plan.
Based upon the foregoing examinations and subject to compliance with the
applicable state securities and "blue sky" laws, we are of the opinion that the
shares of Common Stock, when offered, sold and paid for pursuant to the exercise
of options granted under the Plan, will be duly authorized, validly issued,
fully paid and non-assessable.
We hereby consent to the use of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
Schottenstein, Zox & Dunn Co. L.P.A.
/s/ Schottenstein, Zox & Dunn Co. L.P.A.
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<PAGE> 1
Exhibit 23.2
Independent Auditors' Consent
We consent to incorporation by reference in the Registration Statement on Form
S-8 of The Wendt-Bristol Health Services Corporation Employee Incentive Stock
Option Plan of our report dated April 11, 1997 relating to the consolidated
balance sheets of The Wendt-Bristol Health Services Corporation and subsidiary
as of December 31, 1996, and 1995, and the related consolidated statements of
operations, stockholders' equity, and cash flows for each of the three years in
the period ending December 31, 1996, which report appears in the December 31,
1996 annual report on Form 10-K of The Wendt-Bristol Health Services
Corporation.
Hausser + Taylor
/s/ Hausser + Taylor
- ---------------------
Columbus, Ohio
November 4, 1997
