As filed with the Securities and Exchange Commission on September 27, 2000
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
--------------------
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
--------------------
HEALTHCARE SERVICES GROUP, INC.
Pennsylvania 23-2018365
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
3220 Tillman Drive,
Glenview Corporate Center, Suite 300
Bensalem, Pennsylvania 19020 19020
(Address of principal executive offices) (Zip Code)
-------------------------
1995 Incentive and Nonqualified Stock Option Plan, as amended
(Full Title of the Plan)
-------------------------
Daniel P. McCartney
Chairman and Chief Executive Officer
Healthcare Services Group, Inc.
3220 Tillman Drive,
Glenview Corporate Center, Suite 300
Bensalem, Pennsylvania 19020
(Name and Address of agent for service)
(215) 639-4274
(Telephone number, including area code, of agent for service)
-------------------------
With a copy to:
Victor M. Rosenzweig, Esq.
Olshan Grundman Frome Rosenzweig & Wolosky LLP
505 Park Avenue
New York, New York 10022
(212) 753-7200
-------------------------
Approximate date of proposed sales pursuant to the plan:
From time to time after the effective date of this registration statement.
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed Proposed
maximum maximum
Title of Amount offering aggregate Amount of
securities to be price offering registration
to be registered registered per share price fee
<S> <C> <C> <C> <C>
Common Stock
$.01 par value 500,000 shares (1)(2) $4.9375 $2,468,750 $686.31
==================================================================================================
</TABLE>
(1) There are also registered hereby such indeterminate number of shares of
Common Stock as may become issuable by reason of the applicability of the
anti-dilution provisions of the 1995 Incentive and Non-Qualified Stock Option
Plan, as amended (the "1995 Plan") of Healthcare Services Group, Inc. (the
"Company").
<PAGE>
(2) The number of shares available for the grant of options under the 1995 Plan
was increased from 500,000 to 1,000,000. The shares underlying options to
purchase 500,000 shares have been previously registered. Accordingly, the
Company is registering hereby 500,000 shares with respect to which options may
be granted under the 1995 Plan. Pursuant to Rule 457(g) and (h) of the
Securities Act of 1933, as amended, the offering price for the shares which may
be issued under the 1995 Plan is estimated solely for the purpose of determining
the registration fee and is based on the average of the high and low prices of
the Company's Common Stock ($4.9375) as reported by the Nasdaq National Market
on September 20, 2000.
================================================================================
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<PAGE>
PROSPECTUS
916,090 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", may also be referred to as "we"
"us" and "our") that may be issued by the Company to the Selling Shareholders
upon the exercise of outstanding stock options granted pursuant to the Company's
1995 Incentive and Non-Qualified Stock Option Plan, as amended (the "1995 Plan")
or pursuant to other grants of options to non-employee Directors. 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 1995 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 September 19, 2000, the closing price for the Common Stock, as
reported by NASDAQ, was $4.9375.
--------------------------------------------------------------------------------
This investment involves risk. See "Risk Factors" beginning at page 4.
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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 September 27, 2000.
<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 obtained at no cost from the
Commission's website at www.sec.gov, or may 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
RISK FACTORS......................................................... 4
USE OF PROCEEDS...................................................... 6
SELLING SHAREHOLDERS................................................. 6
PLAN OF DISTRIBUTION................................................. 8
LEGAL MATTERS........................................................ 8
ADDITIONAL INFORMATION............................................... 8
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<PAGE>
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The documents containing the information specified in Part I of Form
S-8 (Plan information and Registrant information) will be sent or given to
employees as specified by Rule 428(b)(1) of the Act. Such documents need not be
filed with the Securities and Exchange Commission either as part of this
Registration Statement or as prospectuses or prospectus supplements pursuant to
Rule 424 of the Act. These documents, which include the statement of
availability required by Item 2 of Form S-8, and the documents incorporated by
reference in this Registration Statement pursuant to Item 3 of Form S-8 (part II
hereof), taken together, constitute a prospectus that meets the requirements of
Section 10(a) of the Act.
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 in
Item 3 of Form S-8 (Part II hereof) 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.,
3220 Tillman Drive, Glenview Corporate Center, Suite 300, Bensalem, Pennsylvania
19020, Attention: Richard W. Hudson. Oral requests should be directed to such
officer (telephone number (215) 639-4274).
--------------------------
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
We provide housekeeping, laundry, linen, food and maintenance services
to the healthcare industry, primarily to long-term care facilities, including
nursing homes and retirement complexes. We believe that we are the largest
provider of these contractual services to the long-term care industry in the
United States, rendering such services to approximately 1,100 facilities in 42
states and Canada.
Our principal executive offices are located at 3220 Tillman Drive,
Glenview Corporate Center, Suite 300, Bensalem, Pennsylvania 19020. Our
telephone number at such location is (215) 639-4274.
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.
RISK FACTORS
General - Cautionary Statements Regarding Forward-Looking Statements.
The purchase of our common stock involves a high degree of risk. You
should carefully consider the following risk factors and the other information
in this prospectus or information in our Annual Report on Form 10-K for the
fiscal year ended December 31, 1999 (the "10-K") and our Quarterly Report on
Form 10-Q for the quarter ended June 30, 2000 (the "10-Q") before deciding to
invest in our Common Stock. Certain matters discussed in this report or in the
10-K or 10-Q may include forward-looking statements that are subject to risks
and uncertainties that could cause actual results or objectives to differ
materially from those projected. Such risks and uncertainties include, but are
not limited to, risks arising from our providing services exclusively to the
health care industry who are primarily providers of long-term care; credit and
collection risks associated with this industry; the effects of changes in
regulations governing the industry; and the risks specified below. Additionally,
our operating results would be adversely affected if unexpected increases in the
costs of labor, materials, supplies and equipment used in performing our
services could not be passed on to our clients. In addition, we believe that to
improve our future financial performance we must continue to obtain service
agreements with new clients, provide new services to existing clients, achieve
modest price increases on current service agreements with existing clients and
maintain internal cost reduction strategies at various operational levels.
Furthermore, we believe that our ability to sustain the internal development of
managerial personnel is an important factor impacting future operating results
and successfully executing projected growth strategies.
The phasing in of a Medicare prospective payment system has adversely affected
our clients.
Our clients are subject to various governmental regulations including,
but not limited to the Balanced Budget Act of 1997. This legislation changed
Medicare policy in a number of ways including the phasing in of a Medicare
prospective payment system ("PPS") for skilled nursing
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<PAGE>
facilities effective July 1, 1998. PPS has significantly changed the manner and
the amounts in which skilled nursing facilities are reimbursed for inpatient
service provided to Medicare beneficiaries. Unlike the old system which relied
solely on costs submitted, PPS rates are based entirely on the
federally-acuity-adjusted rate. Although PPS directly affects how our clients
are paid for certain services, we do not participate in any government
reimbursement programs. Therefore, all of our contractual relationships with our
clients continue to determine our clients' payment obligations to us. However,
certain of our clients have been adversely affected by PPS, as well as other
trends in the long-term care industry resulting in certain clients recently
filing bankruptcy petition and others may follow.
PPS has had, and continues to have, a negative effect on the long-term
care industry's financial position, although this problem has been recognized by
Congress. In the summer of 1999, a proposal was presented by the President and
Congress to add approximately $7.5 billion in funding in an attempt to address
coverage gaps caused by PPS. Additionally, other measures have been introduced
by legislatures to close the gap between the current system's presumptions and
the actual cost of providing care. We are unable to predict whether these
proposals will be enacted or, if enacted, will actually close the coverage gaps.
Other Business Related Risks
Our clients generally enter into service agreements which are
cancellable on short notice and we have encountered difficulty in collecting
amounts due from certain clients who have terminated service agreements as well
as clients who are in bankruptcy or slow payers experiencing financial
difficulties.
Substantially all of our agreements are full service agreements. These
agreements typically provide for a one year term, cancellable by either party
upon 30 days' notice after the initial 90-day period. As of June 30, 2000, we
provided services to approximately 1,100 client facilities.
Although the service agreements are cancellable on short notice, we
have historically had a favorable client retention rate and expect to be able to
continue to maintain satisfactory relationships with our clients. The risks
associated with short-term agreements have not materially affected either our
linen and laundry service, which generally require a capital investment, or
laundry installation sales, which require us to finance the sales price. Such
risks are often mitigated by certain provisions set forth in the agreements
which we enter into.
From time to time, however, we encounter difficulty in collecting
amounts due from certain of our clients, including those in bankruptcy, those
who have terminated service agreements and those who are slow payers and
experiencing financial difficulties. In order to provide for these collection
problems and the general risk associated with the granting of credit terms, we
have recorded bad debt provisions (i.e., Allowance for Doubtful Accounts) of
$1,500,000, $7,250,314, and $2,339,515 in the six months ended June 30, 2000 and
the fiscal years ended December 31, 1999 and 1998, respectively. In addition to
analyzing and anticipating, where possible, the specific cases
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<PAGE>
described above, our management considers the general collection risks
associated with trends in the long-term care industry in making its evaluations.
There is strong competition to provide service to healthcare facilities.
We compete primarily with the in-house support service departments of
our potential clients. Most healthcare facilities perform their own support
service functions without relying upon outside management firms like us. In
addition, a number of local firms compete with us in the regional markets in
which we conduct business. Additionally, several national service firms are
larger and have greater financial and marketing resources than us, although
historically, such firms have concentrated their marketing efforts on hospitals
rather than the long-term care facilities which we typically service. Although
the competition to provide service to health care facilities is strong, we
believe that we compete effectively for new agreements, as well as renewals of
the existing agreements based upon the quality and dependability, as well as
cost savings from our services.
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 1995 Plan or other grants to non-employee Directors.
The following table sets forth (i) the number of shares of Common Stock
beneficially owned by each Selling Shareholder at July 31, 2000, (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
Common Stock/
Number of shares of Number of Shares Percentage of Class to be
Common Stock Owned at to be Offered for Owned After Completion
Name July 31, 2000(1) Resale of the Offering
---- ---------------- ------ ---------------
<S> <C> <C> <C> <C>
Daniel P. McCartney(2)................. 1,429,659(3) 237,500 1,192,159/12.8%
Joseph F. McCartney(4)................. 91,000(5) 91,000 -
W. Thacher Longstreth(6)............... 55,194(7) 54,965 229/*
Barton D. Weisman(8)................... 140,990(9) 50,465 90,525/1.3%
Robert L. Frome(10).................... 153,365(11) 32,465 120,900/1.4%
</TABLE>
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<PAGE>
<TABLE>
<CAPTION>
Number of shares of
Common Stock/
Number of shares of Number of Shares Percentage of Class to be
Common Stock Owned at to be Offered for Owned After Completion
Name July 31, 2000(1) Resale of the Offering
---- ---------------- ------ ---------------
<S> <C> <C> <C>
Thomas A. Cook(12).................... 315,500(13) 315,500 -
John M. Briggs(14).................... 23,830(15) 9,980 13,850/*
Robert J. Moss(16).................... 32,465(17) 32,465 -
Brian Waters(18)...................... 71,000(19) 71,000 -
James DiStefano (20).................. 20,750(21) 20,750 -
</TABLE>
---------------------
* less than one percent
(1) A person is deemed to be the beneficial owner of voting securities that
can be acquired by such person within 60 days after July 31, 2000 upon
the exercise of options. Each beneficial owner's percentage ownership
is determined by assuming that options that are held by such person
(but not those held by any other person) and that are currently
exercisable (i.e., that are exercisable within 60 days after July 31,
2000) have been exercised. Unless otherwise noted, the Company believes
that all persons named in the table have sole voting and investment
power with respect to all shares beneficially owned by them.
(2) Daniel P. McCartney has been Chief Executive Officer and Chairman of
the Board of the Company since 1977.
(3) Includes incentive stock options to purchase 90,680 shares and
nonqualified stock options to purchase 146,820 shares. Also includes an
aggregate of 125,000 shares that Mr. McCartney holds as a co-trustee
for the benefit of his children. Mr. McCartney disclaims beneficial
ownership of these shares. Mr. McCartney may be deemed to be a "parent"
of and deemed to control the Company, as such terms are defined for
purposes of the Securities Act of 1933, as amended (the "Securities
Act"), by virtue of his position as founder, director, Chief Executive
Officer and principal shareholder of the Company. Daniel P. McCartney
is the brother of Joseph F. McCartney.
(4) 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.
(5) Represents incentive stock options to purchase 40,314 shares and
nonqualified stock options to purchase 50,686 shares.
(6) W. Thacher Longstreth has been a Director of the Company since 1983.
(7) Includes nonqualified stock options to purchase 54,965 shares.
(8) Barton D. Weisman has been a Director of the Company since 1983.
(9) Includes nonqualified stock options to purchase 50,465 shares.
(10) Robert L. Frome has been a Director of the Company since 1983.
(11) Includes nonqualified stock options to purchase 32,465 shares.
(12) Thomas A. Cook has been a Director of the Company since 1987; President
of the Company for more than five (5) years.
(13) Represents incentive stock options to purchase 84,333 shares and
nonqualified stock options to purchase 231,167 shares.
(14) John M. Briggs has been a Director of the Company since 1993.
(15) Includes nonqualified stock options to purchase 9,980 shares.
(16) Robert J. Moss has been a Director of the Company since 1992.
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<PAGE>
(17) Includes nonqualified stock options to purchase 32,465 shares.
(18) Brian Waters has been the Company's Vice President of Operations for
more than 5 years.
(19) Represents incentive stock options to purchase 69,043 shares and
nonqualified stock options to purchase 1,957 shares.
(20) James DiStefano has been the Company's Treasurer and Chief Financial
Officer for more than 5 years.
(21) Includes incentive stock options to purchase 20,750 shares.
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 Olshan Grundman Frome
Rosenzweig & Wolosky LLP, New York, New York 10022. Robert L. Frome, a member of
Olshan Grundman Frome Rosenzweig & Wolosky LLP is a director and beneficially
owns 120,900 shares and holds options to purchase 32,465 shares of Common Stock
of the Company. Victor M. Rosenzweig, a member of Olshan Grundman Frome
Rosenzweig & Wolosky LLP, also holds options to purchase 6,150 shares of Common
Stock. The shares underlying the options held by Messrs. Frome & Rosenzweig 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.
-8-
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed with the Securities and Exchange
Commission (the "Commission") are incorporated herein by reference and made a
part hereof:
(a) Healthcare Services Group, Inc.'s (the "Company") Annual
Report on Form 10-K for the fiscal year ended December 31, 1999;
(b) The Company's Quarterly Report on Form 10-Q for the quarter
ended March 31, 2000; and
(c) The Company's Quarterly Report on Form 10-Q for the quarter
ended June 30, 2000; and
(d) The description of the Company's securities contained in the
Company's Registration Statement on Form 8-A filed April 30, 1984.
All reports and other documents subsequently filed by the Company
pursuant to Sections 13, 14 and 15(d) of the Securities Exchange Act of 1934, as
amended, prior to the filing of a post-effective amendment which indicates that
all securities offered hereby have been sold or which deregisters all securities
remaining unsold, shall be deemed to be incorporated by reference herein and to
be a part hereof from the date of the filing of such reports and documents.
Item 4. Description of Securities
Not applicable.
Item 5. Interest of Named Experts and Counsel
Certain legal matters in connection with the issuance of the Shares
offered hereby have been passed upon for the Company by Olshan Grundman Frome
Rosenzweig & Wolosky LLP, New York, New York 10022. Robert L. Frome, a member of
such firm, is a Director of the Company and beneficially owns 120,900 shares of
the Company's Common Stock, $.01 par value (the "Common Stock") and has been
granted options to purchase 32,465 shares. Victor M. Rosenzweig, a member of
such firm, has options to purchase 6,150 shares of Common Stock.
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<PAGE>
Item 6. Indemnification of Officers and Directors
Sections 1741 through 1750 of Subchapter C of Chapter 17 of the
Pennsylvania Business Corporation Law (the "BCL") contain, among other things,
provisions for mandatory and discretionary indemnification of a corporation's
directors, officers and other personnel.
Under Section 1741, unless otherwise limited by its by-laws, a
corporation has the power to indemnify directors and officers under certain
prescribed circumstances against expenses (including attorney's fees),
judgments, fines and amounts paid in settlement actually and reasonably incurred
in connection with a threatened, pending or completed action or proceeding,
whether civil, criminal, administrative or investigative, to which any of them
is a party or threatened to be made a party by reason of his being a
representative, director or officer of the corporation or serving at the request
of the corporation as a representative of another corporation, partnership,
joint venture, trust or other enterprise, if he acted in good faith and in a
manner he reasonably believed to be in, or not opposed to, the best interests of
the corporation and, with respect to any criminal proceeding, had no reasonable
cause to believe his conduct was unlawful. The termination of any action or
proceeding by judgment, order, settlement or conviction or upon a plea of nolo
contendere or its equivalent does not of itself create a presumption that the
person did not act in good faith and in a manner that he reasonably believed to
be in, or not opposed to, the best interests of the corporation and, with
respect to any criminal proceeding, had reasonable cause to believe that his
conduct was unlawful.
Section 1742 provides for indemnification with respect to derivative
actions similar to that provided by Section 1741. However, indemnification is
not provided under Section 1742 with respect to any claim, issue or matter as to
which a director or officer has been adjudged to be liable to the corporation
unless and only to the extent that the proper court determines upon application
that, despite the adjudication of liability but in view of all of the
circumstances of the case, a director or officer is fairly and reasonably
entitled to indemnity for the expenses that the court deems proper.
Section 1743 provides that indemnification against expenses is
mandatory to the extent that the director or officer has been successful on the
merits or otherwise in defense of any such action or proceeding referred to in
Section 1741 or 1742.
Section 1744 provides that unless ordered by a court, any
indemnification under Section 1741 or 1742 shall be made by the corporation as
authorized in the specific case upon a determination that indemnification of
directors and officers is proper because the director or officer met the
applicable standard of conduct, and such determination will be made by the board
of directors by a majority vote of a quorum of directors not parties to the
action or proceeding; if a quorum is not obtainable or if obtainable and a
majority of disinterested directors so directs, by independent legal counsel; or
by the shareholders.
Section 1745 provides that expenses incurred by a director or officer
in defending any action or proceeding referred to in the Subchapter may be paid
by the corporation in advance of the final
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<PAGE>
disposition of such action or proceeding upon receipt of an undertaking by or on
behalf of such director or officer to repay such amount if it shall ultimately
be determined that he is not entitled to be indemnified by the corporation.
Section 1746 provides generally that except in any case where the act
or failure to act giving rise to the claim for indemnification is determined by
a court to have constituted willful misconduct or recklessness, the
indemnification and advancement of expenses provided by the Subchapter shall not
be deemed exclusive of any other rights to which a director or officer seeking
indemnification or advancement of expenses may be entitled under any bylaw,
agreement, vote of shareholders or disinterested directors or otherwise, both as
to action in his official capacity and as to action in another capacity while
holding that office.
Section 1747 also grants a corporation the power to purchase and
maintain insurance on behalf of any director or officer against any liability
incurred by him in his capacity as officer or director, whether or not the
corporation would have the power to indemnify him against the liability under
this Subchapter of the BCL.
Sections 1748 and 1749 apply the indemnification and advancement of
expenses provisions contained in the Subchapter to successor corporations
resulting from consolidation, merger or division and to service as a
representative of a corporation or an employee benefit plan.
The foregoing provisions substantially overlap the provisions of the
Pennsylvania Directors' Liability Act, 42 Pa. C.S.ss.8365, which are also
applicable to the Company.
Article XI of the Company's By-laws provides, in part, that the Company
shall indemnify its directors, officers, employees and agents to the fullest
extent permitted by the BCL.
Article XII of the Company's By-laws provides, in part, that:
"A Director shall not be liable for monetary damages as such for
any action taken, or any failure to take action, unless (1): the
director has breached or failed to perform the duties of his office
under Section 8363 of the Pennsylvania Consolidated Statutes and the
breach or failure to perform constitutes self-dealing, willful
misconduct or recklessness; provided, however, that the foregoing
provision shall not relieve a director of responsibility or liability
of a director pursuant to any criminal statute or for the payment of
taxes pursuant to local, state or Federal law."
The Company has purchased director and officer liability insurance for
its directors and officers.
Item 7. Exemption from Registration Claimed
Not applicable.
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<PAGE>
Item 8. Exhibits
4(a) - 1995 Incentive and Non-Qualified Stock Option Plan, as
amended (the "1995 Plan"). (Incorporated by reference to
exhibit 4(d) of the Form S-8 filed by the Registrant,
Commission File No. 33-58765.)
5 - Opinion of Olshan Grundman Frome Rosenzweig & Wolosky
LLP.
23(a) - Consent of Grant Thornton LLP, independent auditors.
23(b) - Consent of Olshan Grundman Frome Rosenzweig & Wolosky LLP
(included in its opinion filed as Exhibit 5).
24 - Powers of Attorney (included on page 16).
Item 9. Undertakings.
A. 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;
(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 information required to
be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed
by the registrant pursuant to
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<PAGE>
Section 13 or 15(d) of the Securities Exchange Act
of 1934 that are incorporated by reference in the
Registration Statement;
(2) That, for the purposes 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; and
(3) To remove from registration by means of a
post-effective amendment any of the securities
being registered that remain unsold at the
termination of the offering.
B. 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 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing
of an employee benefit plan's annual report pursuant to
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 securities at that time shall be
deemed to be the initial bona fide offering thereof.
C. 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 Securities Act
of 1933 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 a 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 of 1933 and will be
governed by the final adjudication of such issue.
D. The undersigned registrant hereby undertakes to deliver or
cause to be delivered with the prospectus, to each person
to whom the prospectus is sent or given, a copy of the
registrant's latest annual report to stockholders that is
incorporated by reference in the prospectus and furnished
pursuant to and meeting the requirements of Rule 14a-3 or
Rule 14c-3 under the Securities Exchange Act of 1934; and,
where interim financial information required to be
presented by Article 3 of Regulation S-X is not set forth
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<PAGE>
in the prospectus, to deliver, or cause to be delivered to
each person to whom the prospectus is sent or given, the
latest quarterly report that is specifically incorporated
by reference in the prospectus to provide such interim
financial information.
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<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, 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 Huntingdon, State of Pennsylvania, on this 19th day
of September, 2000.
HEALTHCARE SERVICES GROUP, INC.
(Registrant)
/s/ Daniel P. McCartney
---------------------------------------------
Daniel P. McCartney, Chief Executive Officer
and Chairman
POWER OF ATTORNEYS AND SIGNATORIES
Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated. Each of the undersigned officers and
directors of Healthcare Services Group, Inc. hereby constitutes and appoints
Daniel P. McCartney and Thomas A Cook and each of them singly, as true and
lawful attorneys-in-fact and agents with full power of substitution and
resubstitution, for him in his name in any and all capacities, to sign any and
all amendments (including 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 and to
prepare any and all exhibits thereto, and other documents in connection
therewith, and to make any applicable state securities law or blue sky filings,
granting unto said attorneys-in-fact and agents, full power and authority to do
and perform each and every act and thing requisite or necessary to be done to
enable Healthcare Services Group, Inc. to comply with the provisions of the
Securities Act of 1933, as amended, and all requirements of the Securities and
Exchange Commission, 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 their substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.
Signature Title Date
--------- ----- ----
/s/ Daniel P. McCartney
---------------------------
Daniel P. McCartney Chief Executive Officer September 19, 2000
and Chairman
/s/ Thomas A. Cook
---------------------------
Thomas A. Cook Director, President and September 19, 2000
Chief Operating Officer
/s/ W. Thacher Longstreth
---------------------------
W. Thacher Longstreth Director September 19, 2000
/s/Barton D. Weisman
---------------------------
Barton D. Weisman Director September 19, 2000
/s/ Robert L. Frome
---------------------------
Robert L. Frome Director September 19, 2000
/s/ John M. Briggs
---------------------------
John M. Briggs Director September 19, 2000
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<PAGE>
/s/ Robert J. Moss
---------------------------
Robert J. Moss Director September 19, 2000
/s/ Joseph F. McCartney
---------------------------
Joseph F. McCartney Director and Divisional September 19, 2000
Vice President
/s/ James L. DiStefano
---------------------------
James L. DiStefano Chief Financial Officer September 19, 2000
and Treasurer
/s/ Richard W. Hudson
---------------------------
Richard W. Hudson Vice President - Finance September 19, 2000
and Secretary (Principal
Accounting Officer)
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