<PAGE> 1
AS FILED ELECTRONICALLY WITH THE SECURITIES AND EXCHANGE COMMISSION ON
NOVEMBER 16, 1998
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)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
======================================================================================================================
TITLE OF SECURITIES PROPOSED MAXIMUM PROPOSED MAXIMUM
TO BE REGISTERED AMOUNT TO BE OFFERING PRICE PER AGGREGATE OFFERING AMOUNT OF REGISTRATION
REGISTERED (1) SHARE (2) PRICE (2) FEE (2)
- - ----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock 250,000 $1.34 $337,500.00 $110.00
======================================================================================================================
</TABLE>
(1) The registrant has previously registered on registration statement on Form
S-8 (No. 333-39719) 250,000 shares of Common Stock for issuance under the Plan.
This registration statement is being filed to register an additional 250,000
shares of Common Stock for issuance under the Plan.
(2) 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 16,
1998.
===============================================================================
<PAGE> 2
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The contents of the following document which has been filed by The
Wendt-Bristol Health Services Corporation (the "Company") with the Commission,
as noted below, are incorporated herein by reference:
(1) Registration Statement on Form S-8 (No. 333-39719) filed on
November 7, 1997.
(2) December 31, 1997 annual report on Form 10-K of The Wendt-Bristol
Health Services Corporation.
ITEM 8. EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
------ -----------
4.1 Second Amendment to The Wendt-Bristol Health Services
Corporation 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 LLP
24.1 Powers of Attorney
II-2
<PAGE> 3
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 AN AMENDMENT TO 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 12TH DAY OF
NOVEMBER, 1998.
The Wendt-Bristol Health Services
Corporation (Registrant)
/s/ Sheldon A. Gold
-------------------------------
Sheldon A. Gold
President
/s/ Charles R. Cicerchi
-------------------------------
Charles R. Cicerchi
Vice-President, Finance and
Principal Financial and
Accounting officer
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.
<TABLE>
<CAPTION>
SIGNATURES CAPACITY DATE
---------- -------- ----
<S> <C> <C>
/s/ Marvin D. Kantor* Chairman of the Board and Director November 12, 1998
----------------------------------
Marvin D. Kantor
/s/ Harold T. Kantor* Vice Chairman of the Board and Director November 12, 1998
-----------------------------------
Harold T. Kantor
/s/ Sheldon A. Gold* President (Principal Executive November 12, 1998
---------------------------------- Officer) and Director
Sheldon A. Gold
/s/ Reed A. Martin* Executive Vice President, Chief Operating November 12, 1998
----------------------------------- Officer and Director
Reed A. Martin
</TABLE>
S-1
<PAGE> 4
<TABLE>
<S> <C> <C>
/s/ Paul H. Levine* Director November 12, 1998
------------------------------------
Paul H. Levine
/s/ Gerald M. Penn* Director November 12, 1998
-----------------------------------
Gerald M. Penn
/s/ Clemente Del Ponte* Director November 12, 1998
----------------------------------
Clemente Del Ponte
----------------------------------- Director November ___, 1998
David M. Fernie
</TABLE>
* Pursuant to a Power of Attorney
S-2
<PAGE> 5
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION PAGE NO.
- - ------ ----------- --------
- - -------------- --------------------------------------------------------------- -----------------
<S> <C> <C>
4.1 Second Amendment to The Wendt-Bristol Health 6
Services Corporation Employee Stock Option Plan
5.1 Opinion of Schottenstein, Zox & Dunn 8
23.1 Consent of Schottenstein, Zox & Dunn - contained in the
opinion filed as Exhibit 5.1 8
23.2 Consent of Hausser + Taylor LLP 9
24.1 Powers of Attorney 10
</TABLE>
<PAGE> 1
Exhibit 4.1
SECOND AMENDMENT TO
THE WENDT-BRISTOL HEALTH SERVICES CORPORATION EMPLOYEE
STOCK OPTION PLAN
The Wendt-Bristol Health Services Corporation ("Wendt-Bristol"), a
Delaware Corporation, hereby amends The Wendt-Bristol Health Services
Corporation Stock Option Plan (the "Plan") (as amended effective July 25, 1991),
as provided herein.
1. The Plan currently provides that the aggregate number of shares
which may be the subject of options granted pursuant to the Plan is 250,000,
which amount Wendt-Bristol desires to increase to 500,000. Therefore, Paragraph
2 of the Plan is hereby deleted in its entirety and the following is adopted in
its place and stead:
"2. AMOUNT AND SOURCE OF STOCK. The aggregate number and class
of shares which may be the subject of options granted pursuant
to the Plan are 500,000 shares of Common Stock, par value $.01
per share, of the Company (the "Shares"), subject to
adjustment as provided in paragraph 10. Such shares may be
reserved or made available from the Company's authorized and
unissued Shares or from Shares reacquired and held in the
Company's treasury. In the event that any option granted
hereunder shall terminate prior to its exercise in full, for
any reason, including, without limitation, an option exchange
pursuant to paragraph 13 thereof, then the Shares subject to
the option which have not been acquired by the holder of the
option shall be added to the Shares otherwise available for
issuance pursuant to the exercise of options under the Plan."
2. Paragraph 12 of the Plan is hereby amended by deleting subparagraph
(c) of Paragraph 12 in its entirety and the following is adopted in its place
and stead:
"(c) There is hereby granted to Paul H. Levine, a
non-incentive stock option upon the same terms and conditions
as those provided with respect to the options contemplated by
subparagraph 12(b) as though repeated here IPSISSIMIS VERBIS,
except that the date of the Grant shall be August 1, 1998, and
the exercise price shall be 100% of the fair market value per
share of the shares on such date."
3. Paragraph 12 of the Plan is hereby amended by deleting subparagraph
(d) of Paragraph 12 in its entirety and the following is adopted in its place
and stead:
<PAGE> 2
"(d) The Board or, if so designated, the Committee, shall
grant additional non-incentive stock options annually to each
of the Directors of the Company who is entitled to receive or
has received an option (the "initial option") pursuant to the
provisions of either subparagraph 12(b) or, in the case of
Paul H. Levine, 12(c) provided that such Director continues to
be a Director of the Company on the relevant Date of Grant
hereinafter referred to. Each of such additional non-incentive
stock options shall be granted upon the same terms and
conditions as those provided with respect to the options
contemplated by subparagraph 12(b) as though repeated here
IPSISSIMIS VERBIS, except that the Date of the Grant shall be
a successive anniversary date (commencing with the first
anniversary date) of the Date of Grant of the initial option
to such Director and the number of Shares subject to each of
such additional stock options shall be 1,000, except upon the
fifth anniversary of the Date of Grant of the initial option,
and each fifth anniversary date thereafter, the number of
Shares subject to each of such additional stock options shall
be 10,000.
The foregoing shall become effective as of the 18th day of June, 1998,
provided that the shareholders of Wendt-Bristol approve this Second Amendment at
its 1998 Annual Meeting of Stockholders.
NOW, THEREFORE, this Second Amendment to the Plan is adopted by order
of the Board of Directors this 18th day of June, 1998.
THE WENDT-BRISTOL HEALTH SERVICES
CORPORATION
By:/s/ Marvin D. Kantor
---------------------------------------
Marvin D. Kantor, Chairman of the Board
<PAGE> 1
Exhibit 5.1
[LETTERHEAD OF Schottenstein, Zox & Dunn]
November 11, 1998
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 500,000 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 an Amended 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
Amended Registration Statement.
Very truly yours,
Schottenstein, Zox & Dunn Co. L.P.A.
/s/ Schottenstein, Zox & Dunn Co. L.P.A.
- - ------------------------------------------
<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 20, 1998 relating to the consolidated
balance sheets of The Wendt-Bristol Health Services Corporation and Subsidiaries
as of December 31, 1997 and 1996, and the related consolidated statements of
income, changes in stockholders' equity, and cash flows for each of the three
years in the period ending December 31, 1997, which report appears in the
December 31, 1997 annual report on Form 10-K of The Wendt-Bristol Health
Services Corporation.
HAUSSER + TAYLOR LLP
Columbus, Ohio
November 11, 1998 /s/ Hausser + Taylor LLP
------------------------
<PAGE> 1
Exhibit 24.1
POWER OF ATTORNEY
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.
October 23, 1998 /s/ Marvin D. Kantor
---------------------------------------
Marvin D. Kantor, Chairman of the Board
and Director
<PAGE> 2
POWER OF ATTORNEY
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.
/s/ Harold T. Kantor
--------------------------------------
October 23, 1998 Harold T. Kantor, Vice Chairman of the
Board and Director
<PAGE> 3
POWER OF ATTORNEY
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.
/s/ Sheldon A. Gold
---------------------------------------
October 23, 1998 Sheldon A. Gold, President, Principal
Executive Officer and Director
<PAGE> 4
POWER OF ATTORNEY
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.
October 23, 1998 /s/ Reed A. Martin
-----------------------------------------------
Reed A. Martin, Executive Vice President, Chief
Operating Officer and Director
<PAGE> 5
POWER OF ATTORNEY
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.
October 23, 1998 /s/ Paul H. Levine
-------------------------
Paul H. Levine, Director
<PAGE> 6
POWER OF ATTORNEY
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.
/s/ Gerald M. Penn
-------------------------
October 23, 1998 Gerald M. Penn, Director
<PAGE> 7
POWER OF ATTORNEY
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.
/s/ Clemente Del Ponte
-----------------------------
October 26, 1998 Clemente Del Ponte, Director
<PAGE> 8
POWER OF ATTORNEY
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.
-------------------------
David E. Fernie, Director
