PROSPECTUS
468,000 SHARES
HEALTHCARE SERVICES GROUP, INC.
Common Stock, $.01 par value
This Prospectus relates to the reoffer and resale by certain selling
shareholders who may be deemed affiliates (the "Selling Shareholders") of shares
(the "Shares") of Common Stock, $.01 par value (the "Common Stock") of
Healthcare Services Group, Inc. (the "Company") that may be issued by the
Company to the Selling Shareholders upon the exercise of outstanding stock
options granted pursuant to (i) the Company's 1991 Incentive Stock Option Plan
for key employees (the "1991 Plan"), (ii) the Company's 1995 Incentive and Non-
Qualified Stock Option Plan (the "1995 Plan"), (iii) stock options held by
Directors pursuant to Stock Option Agreements with the Company and (iv) the
Company's Directors' Stock Option Plan (the "Directors' Plan"). Certain Selling
Shareholders may be deemed affiliates of the Company as such term is defined by
Rule 405 of the Securities Act of 1933, as amended (the "Act"). With respect to
the Shares that may be issued to the Selling Shareholders or additional
affiliates under the 1991 Plan, the 1995 Plan and the Directors' Plan, this
Prospectus also relates to certain Shares underlying options which have not as
of this date been granted. If and when such options are granted, the Company
will distribute a Prospectus Supplement as required by the Act.
The offer and sale of the Shares to the Selling Shareholders have been
previously registered under the Act. The Shares are being reoffered and may be
resold for the account of the Selling Shareholders and the Company will not
receive any of the proceeds from the resale of the Shares.
The Selling Shareholders have advised the Company that the resale of
their Shares may be effected from time to time in one or more transactions on
the NASDAQ National Market ("NASDAQ"), in negotiated transactions or otherwise
at market prices prevailing at the time of the sale or at prices otherwise
negotiated. See "Plan of Distribution." The Company will bear all expenses in
connection with the preparation of this Prospectus.
The Common Stock of the Company is traded on NASDAQ under the symbol
"HCSG". On July 5, 1995, the closing price for the Common Stock, as reported
by NASDAQ, was $12.00.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
The date of this Prospectus is July 7, 1995.
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith files reports, proxy statements and other information with
the Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements and other information can be inspected and copied at the public
reference facilities maintained by the Commission at Judiciary Plaza, 450 Fifth
Street, N.W., Washington, D.C. 20549; Northwest Atrium Center, Suite 1400, 500
West Madison Street, Chicago, Illinois 60661; and Seven World Trade Center, 13th
Floor, New York, New York 10048. Copies of such material can be obtained from
the Public Reference Section of the Commission at Judiciary Plaza, 450 Fifth
Street, N.W., Washington, D.C. 20549, at prescribed rates.
TABLE OF CONTENTS
AVAILABLE INFORMATION................................................... 2
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE......................... 3
GENERAL INFORMATION..................................................... 4
USE OF PROCEEDS......................................................... 4
SELLING SHAREHOLDERS.................................................... 4
PLAN OF DISTRIBUTION.................................................... 5
LEGAL MATTERS........................................................... 5
ADDITIONAL INFORMATION.................................................. 5
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INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The Company's Annual Report on Form 10-K for the year ended December
31, 1994 is incorporated by reference in this Prospectus and shall be deemed to
be a part hereof. All documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the termination
of this offering, are deemed to be incorporated by reference in this Prospectus
and shall be deemed to be a part hereof from the date of filing of such
documents.
The Company's Application for Registration of its Common Stock under
Section 12(g) of the Exchange Act filed on April 30, 1984, is incorporated by
reference in this Prospectus and shall be deemed to be a part hereof.
The Company hereby undertakes to provide without charge to each person
to whom a copy of this Prospectus has been delivered, on the written or oral
request of any such person, a copy of any or all of the documents referred to
above which have been or may be incorporated in this Prospectus by reference,
other than exhibits to such documents. Written requests for such copies should
be directed to Healthcare Services Group, Inc., 2643 Huntingdon Pike, Huntingdon
Valley, Pennsylvania 19006, Attention: Richard Hudson. Oral requests should be
directed to such officer (telephone number (215) 938-1661).
------------------------------
No dealer, salesman or other person has been authorized to give any
information or to make any representations other than those contained in this
Prospectus in connection with the offer made hereby, and, if given or made, such
information or representations must not be relied upon as having been authorized
by the Company or any Selling Shareholder. This Prospectus does not constitute
an offer to sell, or a solicitation of an offer to buy, the securities offered
hereby to any person in any state or other jurisdiction in which such offer or
solicitation is unlawful. The delivery of this Prospectus at any time does not
imply that information contained herein is correct as of any time subsequent to
its date.
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<PAGE>
GENERAL INFORMATION
The Company provides housekeeping, laundry and linen services to
long-term care facilities, including nursing homes and retirement complexes. The
Company believes that it is the largest provider of contractual housekeeping and
laundry services to the long-term care industry in the United States, rendering
such services to more than 800 facilities in 41 states and Canada.
The Company's principal executive offices are located at 2643
Huntingdon Pike, Huntingdon Valley, Pennsylvania 19006. The Company's telephone
number at such location is (215) 938-1661.
The Shares offered hereby were or will be purchased by the Selling
Shareholders upon exercise of options granted to them and will be sold for the
account of the Selling Shareholders.
USE OF PROCEEDS
The Company will receive the exercise price of the options when
exercised by the holders thereof. Such proceeds will be used for working capital
purposes by the Company. The Company will not receive any of the proceeds from
the reoffer and resale of the Shares by the Selling Shareholders.
SELLING SHAREHOLDERS
This Prospectus relates to the reoffer and resale of Shares issued or
that may be issued to the Shareholders (who are deemed to be affiliates) under
the Stock Option Agreements or the 1991 Plan, the 1995 Plan or the Directors'
Plan.
The following table sets forth (i) the number of shares of Common Stock
beneficially owned by each Selling Shareholder at July 1, 1995, (ii) the
number of Shares of Common Stock to be offered for resale by each Selling
Shareholder and (iii) the number and percentage of shares of Common Stock to be
held by each Selling Shareholder after completion of the offering.
<TABLE>
<CAPTION>
Number of shares of
Class A Common Stock/
Number of Percentage of Class to
Number of shares of Shares to be be Owned After
Common Stock Owned at Offered for Completion of the
Name July 1, 1995(1) Resale Offering
- ---------------------------------------- ------------------------ ----------------- ------------------------
<S> <C> <C> <C>
Daniel P. McCartney(2).................. 948,106 80,000 868,106/10.8%
Joseph F. McCartney(3).................. 55,750 50,500 5,250/*
W. Thacher Longstreth(4)................ 41,500 41,500 0/*
Barton D. Weisman(5).................... 61,500(6) 53,500 8,000/*
Robert L. Frome(7)...................... 51,037 41,500 9,537/*
</TABLE>
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<TABLE>
<CAPTION>
Number of shares of
Class A Common Stock/
Number of Percentage of Class to
Number of shares of Shares to be be Owned After
Common Stock Owned at Offered for Completion of the
Name July 1, 1995(1) Resale Offering
- ---------------------------------------- ------------------------ ----------------- ------------------------
<S> <C> <C> <C>
Thomas A. Cook(8)....................... 157,000 157,000 0/*
John M. Briggs(9)....................... 16,000 12,000 4,000/*
Robert J. Moss(10)...................... 32,000 32,000 0/*
</TABLE>
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* less than one percent
(1) Includes shares issuable upon the exercise of options.
(2) Daniel P. McCartney has been Chief Executive Officer and Chairman of the
Board of the Company since 1977.
(3) Joseph F. McCartney has been a Director of the Company since 1983 and
Regional Vice President of the Company for more than five (5) years.
(4) W. Thacher Longstreth has been a Director of the Company since 1983.
(5) Barton D. Weisman has been a Director of the Company since 1983.
(6) Excludes 5,250 shares held by Mr. Weisman's wife, as to which shares he
disclaims beneficial ownership.
(7) Robert L. Frome has been a Director of the Company since 1983. See also
"Legal Matters".
(8) Thomas A. Cook has been a Director of the Company since 1987; President of
the Company since July, 1993 and prior thereto was Executive Vice President
and Chief Financial Officer of the Company for more than five (5) years.
(9) John M. Briggs has been a Director of the Company since 1993.
(10) Robert J. Moss has been a Director of the Company since 1992.
PLAN OF DISTRIBUTION
It is anticipated that all of the Shares will be offered by the Selling
Shareholders from time to time in the open market, either directly or through
brokers or agents, or in privately negotiated transactions. The Selling
Shareholders have advised the Company that they are not parties to any
agreement, arrangement or understanding as to such sales.
LEGAL MATTERS
Certain legal matters in connection with the issuance of the Shares
offered hereby have been passed upon for the Company by Messrs. Olshan Grundman
Frome & Rosenzweig, New York, New York 10022. Robert L. Frome, a member of
Olshan Grundman Frome & Rosenzweig, is a director and owns 9,537 shares and
holds options to purchase 41,500 shares of Common Stock of the Company. Victor
M. Rosenzweig, a member of Olshan Grundman Frome & Rosenzweig, also holds
options to purchase 10,000 shares of Common Stock. The shares underlying certain
of the options held by Mr. Frome
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and all of the options held by Mr. Rosenzweig are being registered concurrently
with this Prospectus. The balance of the shares underlying certain of the
options held by Mr. Frome were previously registered.
ADDITIONAL INFORMATION
The Company has filed with the Securities and Exchange Commission a
Registration Statement on Form S-8 under the Securities Act with respect to the
Shares offered hereby. For further information with respect to the Company and
the securities offered hereby, reference is made to the Registration Statement.
Statements contained in this Prospectus as to the contents of any contract or
other document are not necessarily complete, and in each instance, reference is
made to the copy of such contract or document filed as an exhibit to the
Registration Statement, such statement being qualified in all respects by such
reference.
