<PAGE>
As filed with the Securities and Exchange Commission on May 27, 1994
REGISTRATION NO. 33-
- -------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
________________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
______________________
HALLMARK HEALTHCARE CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE 63-0817574
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
300 GALLERIA PARKWAY
SUITE 650
ATLANTA, GEORGIA 30339
(Address of Principal Executive Offices) (Zip Code)
LONG-TERM CASH INCENTIVE PLAN -- 1990, AS AMENDED
(Full Title of the Plan)
ROBERT M. THORNTON, JR.
PRESIDENT, CHIEF OPERATING OFFICER AND
CHIEF FINANCIAL OFFICER
300 GALLERIA PARKWAY
SUITE 650
ATLANTA, GEORGIA 30339
(404) 933-5500
(Name and Address, Including Zip Code, and Telephone
Number, Including Area Code, of Agent for Service)
COPIES TO:
ROBERT W. MILLER, ESQ.
KING & SPALDING
191 PEACHTREE STREET
ATLANTA, GEORGIA 30303
(404) 572-4600
______________________
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
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TITLE OF EACH PROPOSED PROPOSED
CLASS OF AMOUNT MAXIMUM MAXIMUM AMOUNT OF
SECURITIES TO TO BE OFFERING PRICE AGGREGATE REGISTRATION
BE REGISTERED REGISTERED PER SHARE(1) OFFERING PRICE(1) FEE
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Class A Common Stock,
$.05 par value 176,154 $7.63 $1,344,055.02 $463.47
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<FN>
-------------------------------------
(1) Estimated solely for the purposes of calculating the registration fee.
Estimated offering prices are calculated pursuant to Rule 457(h) based
on the issuance of 176,154 shares of Class A Common Stock upon
settlement of the Long-Term Cash Incentive Plan -- 1990, as amended at
$7.63 per share, which is the value assigned to such shares in the
settlement of such Plan.
</TABLE>
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed by Hallmark Healthcare Corporation (the
"Company") with the Securities and Exchange Commission are hereby incorporated
by reference into this Registration Statement:
(1) The Company's Annual Report on Form 10-K for the fiscal year ended
June 30, 1993;
(2) All other reports filed by the Company pursuant to Section 13(a) or
15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), since June 30, 1993; and
(3) The description of the Company's Class A Common Stock, par value $.05
per share, contained in the Form 8-A Registration Statement filed
under the Exchange Act (File No. 0-13991), including any amendment or
report filed for the purposes of updating such description.
All documents filed by the Company subsequent to the date of this
Registration Statement pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Exchange Act and prior to the filing of a post-effective amendment which
indicates that all securities offered hereunder have been sold or which
deregisters all such securities then remaining unsold, shall be deemed to be
incorporated by reference in this Registration Statement and to be a part hereof
from the date of filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Inapplicable.
ITEM 5. INTEREST OF NAMED EXPERTS AND COUNSEL.
Inapplicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Article IX of the Company's Bylaws, as well as Section 145 of the
Delaware General Corporation Law, provide for the indemnification by the Company
of, and advancement by the Company of expenses to, its directors, officers,
employees and agents. The Company also maintains insurance coverage for its
directors and officers with respect to certain liabilities incurred in their
capacities as such.
<PAGE>
STATUTORY AUTHORITY
SECTION 145 OF THE DELAWARE GENERAL CORPORATION LAW PROVIDES:
SECTION 145. INDEMNIFICATION OF OFFICERS, DIRECTORS, EMPLOYEES AND
AGENTS; INSURANCE
(a) A corporation shall have power to indemnify any person who was or
is a party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the corporation) by
reason of the fact that he is or was a director, officer, employee or agent of
the corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit or proceeding 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 action
or proceeding, had no reasonable cause to believe his conduct was unlawful. The
termination of any action, suit or proceeding by judgment, order, settlement,
conviction or upon a plea of NOLO CONTENDERE or its equivalent, shall not, of
itself, create a presumption that the person did not act in good faith and in a
manner which he reasonably believed to be in or not opposed to the best
interests of the corporation, and, with respect to any criminal action or
proceeding, had reasonable cause to believe that his conduct was unlawful.
(b) A corporation shall have power to indemnify any person 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 he is or was a director,
officer, employee or agent of the corporation, or is or was serving at the
request of the corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise against
expenses (including attorneys' fees) actually and reasonably incurred by him in
connection with the defense or settlement of such action or suit 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 except that no indemnification shall be
made in respect of any claim, issue or matter as to which such person shall have
been adjudged to be liable to the corporation unless and only to the extent that
the Court of Chancery or the court in which such action or suit was brought
shall determine upon application that,
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despite the adjudication of liability but in view of all the circumstances of
the case, such person is fairly and reasonably entitled to indemnity for such
expenses which the Court of Chancery or such other court shall deem proper.
(c) To the extent that a director, officer, employee or agent of a
corporation has been successful on the merits or otherwise in defense of any
action, suit or proceeding referred to in subsections (a) and (b), or in 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.
(d) Any indemnification under subsections (a) and (b) (unless ordered
by a court) shall be made by the corporation only as authorized in the specific
case upon a determination that indemnification of the director, officer,
employee or agent is proper in the circumstances because he has met the
applicable standard of conduct set forth in subsections (a) and (b). Such
determination shall be made (1) by the board of directors by a majority vote of
a quorum consisting of directors who were not parties to such action, suit or
proceeding, or (2) if such a quorum is not obtainable, or, even if obtainable a
quorum of disinterested directors so directs, by independent legal counsel in a
written opinion, or (3) by the stockholders.
(e) Expenses (including attorneys' fees) incurred by an officer or
director in defending any civil, criminal, administrative or investigative
action, suit or proceeding may be paid by the corporation in advance of the
final disposition of such action, suit 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 as authorized in this Section. Such expenses (including
attorneys' fees) incurred by other employees and agents may be so paid upon such
terms and conditions, if any, as the board of directors deems appropriate.
(f) The indemnification and advancement of expenses provided by, or
granted pursuant to, the other subsections of this section shall not be deemed
exclusive of any other rights to which those seeking indemnification or
advancement of expenses may be entitled under any by-law, agreement, vote of
stockholders or disinterested directors or otherwise, both as to action in his
official capacity and as to action in another capacity while holding such
office.
(g) A corporation shall have power to purchase and maintain insurance
on behalf of any person who is or was a director, officer, employee or agent of
the corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation,
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<PAGE>
partnership, joint venture, trust or other enterprise against any liability
asserted against him and 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 liability under the provisions of this Section.
(h) For purposes of this Section, references to "the corporation"
shall include, in addition to the resulting corporation, any constituent
corporation (including any constituent of a constituent) absorbed in a
consolidation or merger which, if its separate existence had continued, would
have had power and authority to indemnify its directors, officers and employees
or agents, so that any person who is or was a director, officer, employee or
agent of such constituent corporation, or is or was serving at the request of
such constituent corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
shall stand in the same position under the provisions of this Section with
respect to the resulting or surviving corporation as he would have with respect
to such constituent corporation if its separate existence had continued.
(i) For purposes of this Section, references to "other enterprises"
shall include employee benefit plans; references to "fines" shall include any
excise taxes assessed on a person with respect to an employee benefit plan; and
references to "serving at the request of the corporation" shall include any
service as a director, officer, employee or agent of the corporation which
imposes duties on, or involves services by, such director, officer, employee or
agent with respect to an employee benefit plan, its participants, or
beneficiaries; and a person who acted in good faith and in a manner he
reasonably believed to be in the interest of the participants and beneficiaries
of an employee benefit plan shall be deemed to have acted in a manner "not
opposed to the best interests of the corporation" as referred to in this
Section.
(j) The indemnification and advancement of expenses provided by, or
granted pursuant to, this Section shall, unless otherwise provided when
authorized or ratified, continue as to a person who has ceased to be a director,
officer, employee or agent and shall inure to the benefit of the heirs,
executors and administrators of such a person.
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<PAGE>
BYLAW AUTHORITY
ARTICLE IX OF THE COMPANY'S BYLAWS PROVIDES:
ARTICLE IX
INDEMNIFICATION AND INSURANCE
SECTION 9.1. CONTINGENT RIGHT TO INDEMNIFICATION - THIRD PARTY
ACTIONS: AUTHORITY FOR PERMISSIVE INDEMNIFICATION. The Company shall indemnify
any director or officer of the Company, and may indemnify or obligate itself to
indemnify any other employee or agent of the Company, who was or is a party or
is or was 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 Company) by reason
of the fact that such director, officer, employee or agent is or was a director,
officer, employee or agent of the Company, or is or was serving at the request
of the Company as a director, officer, employee or agent of another company,
partnership, joint venture, trust or other enterprise, or by reason of any
action alleged to have been taken or not taken by such director, officer,
employee or agent while acting in any such capacity, against expenses (including
attorneys' fees), judgment, fines and amounts paid in settlement (whether with
or without court approval) actually and reasonably incurred by such director,
officer, employee or agent in connection with such action, suit or proceeding if
he acted in good faith and in a manner such director, officer, employee or agent
reasonably believed to be in or not opposed to the best interests of the
Company, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. The termination of any
action, suit or proceeding by judgment, order, settlement, conviction or upon a
plea of NOLO CONTENDERE or its equivalent, shall not, of itself, create a
presumption that such director, officer, employee or agent did not act in good
faith and in a manner which he reasonably believed to be in or not opposed to
the best interests of the Company, and, with respect to any criminal action or
proceeding, had reasonable cause to believe that his conduct was unlawful.
SECTION 9.2. CONTINGENT RIGHT TO INDEMNIFICATION - ACTIONS BY OR IN
THE RIGHT OF THE COMPANY; AUTHORITY FOR PERMISSIVE INDEMNIFICATION. The Company
shall indemnify any director or officer of the Company, and may indemnify or
obligate itself to indemnify any other employee or agent of the Company, who was
or is a party or is or was threatened to be made a party to any threatened,
pending or completed action or suit by or in the right of the Company to procure
a judgment in its favor by reason of the fact that such director, officer,
employee or agent is or was a director, officer, employee or agent of the
Company, or is or was serving at the request of the Company as a director,
officer, employee or agent of another corporation, partnership, joint venture,
trust or other enterprise, or by reason of any
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<PAGE>
action alleged to have been taken or not taken by him while acting in any such
capacity, against expenses (including, without limitation, attorneys' fees)
actually and reasonably incurred by him in connection with the defense or
settlement of such action or suit if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interest of the Company.
The termination of any such threatened or actual action or suit by a settlement
or by an adverse judgment or-order shall not of itself, create a presumption
that such director, officer, employee or agent did not act in good faith and in
a manner which he reasonably believed to be in, or not opposed to, the best
interests of the Company. Nevertheless, there shall be no indemnification with
respect to expenses incurred in connection with any claim, issue or matter as to
which such director, officer, employee or agent shall have been adjudged to be
liable for gross negligence or willful misconduct in the performance of his duty
or duties to the Company unless, and only to the extent that, the Court of
Chancery or the court in which such action or suit was brought shall determine
upon application that, despite the adjudication of liability but in view of all
the circumstances of the case, such director, officer, employee or agent is
fairly and reasonably entitled to indemnity for such expenses which the Court of
Chancery or such other court shall deem proper.
SECTION 9.3. ABSOLUTE RIGHT TO INDEMNIFICATION. To the extent that a
director, officer, employee or agent of the Company, or a director, officer,
employee or agent of the Company serving in any other enterprises at the request
of the Company, shall have been successful, on the merits or otherwise, (i) in
defending against any threatened or actual action, suit or proceeding to which
he was a party, or (ii) in defending against any claim, issue or matter therein,
then, regardless of whether such threatened or actual action, suit, proceeding,
claim, issue or matter shall have been asserted by or in the name of the Company
or a third party, he shall be indemnified by the Company against all expenses
(including, without limitation, attorneys' fees) actually and reasonably
incurred by him in connection therewith.
SECTION 9.4. COVERAGE OF ACTIONS RELATING TO EMPLOYEE BENEFIT PLANS.
If a director, officer, employee or agent is performing services for an employee
benefit plan at the Company's request then such director's, officer's,
employee's or agent's conduct with respect to such employee benefit plan will
constitute conduct within the meaning of the "good faith" and "best interest"
requirements of Sections 9.1 and 9.2 of this Article which shall or may entitle
such officer or director and may entitle such other person to indemnification
pursuant to the provisions of such sections provided that such person in
reasonably good faith believed that his conduct was in the best interests of the
participants and beneficiaries of the Plan. A director, officer, employee or
agent is considered to be serving an employee benefit plan at the Company's
request if his duties to the Company also impose duties on, or otherwise involve
services by, him to the plan or to participants in or beneficiaries of the plan.
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<PAGE>
SECTION 9.5. DETERMINATION OF CONDUCT. Any indemnification under
this Article IX, (unless ordered by court), shall be made by the Company only as
authorized in the specific cases upon a determination that indemnification is
proper in the circumstances because the director, officer, employee or agent of
the Company claiming indemnification has been successful, on the merits or
otherwise, in any final adjudication in defending against any threatened or
actual action, suit or proceeding or in defense of any claim, issue or matter
therein or has met the applicable standard of conduct set forth in Sections 9.1,
9.2 or 9.4, as the case may be. Such determination shall be made (1) by the
Board by a majority vote of a quorum consisting of Directors who were not
parties to such action, suit or proceeding, or (2) if such quorum is not
obtainable, or even if obtainable a quorum of disinterested directors of the
Company so directs, by independent legal counsel in a written opinion, or (3) by
the stockholders of the Company.
SECTION 9.6. ADVANCE OF EXPENSES. (a) The Company, as authorized by
the Board, may pay for or reimburse the expenses incurred by a director,
officer, employee or agent of the Company or a director, officer, employee or
agent of the Company serving in any other enterprise at the request of the
Company in defending a Proceeding may be paid by the Company in advance of the
final disposition of such Proceeding if: (i) the person seeking an advance for
expenses furnishes the Company a written affirmation of his good faith belief
that he has met the standard of conduct set forth in Sections 9.1, 9.2 or 9.4,
as the case may be, (ii) the person seeking an advance for expenses furnishes
the Company a written undertaking executed personally or on his behalf to repay
any advances if it shall ultimately be determined that he is not entitled to be
indemnified by the Company as authorized in this Article IX.
(b) In the case of any Proceeding involving a director or an officer
of the Company, the Company shall advance promptly as incurred reasonable fees
and disbursements of counsel for a director or officer for which the Company
might have to indemnify such director or officer -- whether pursuant to this
Section 9.6 or any employment agreement between the Company approved by a
majority of the Board or the Compensation and Audit Committee
thereof -- provided (i) the director or officer shall execute a promissory note
payable to the Company evidencing such advance if requested by the Company and
otherwise comply with such other requirements of Delaware law or the Certificate
of Incorporation or Bylaws of the Company as shall be reasonably requested by
the Company and (ii) the director or officer shall cause such counsel to
cooperate fully in good faith with such requests as the Company or its counsel
may reasonably make in order to endeavor to keep such legal fees and
disbursements at the minimum level consistent with an adequate defense of the
director or officer.
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(c) The Undertaking required by paragraphs (a)(ii) and (b)(i) of this
Section 9.6 must be the unlimited general obligation of the person seeking an
advance for expenses but need not be secured and may be accepted without
reference to such person's financial ability to make repayment.
SECTION 9.7. INSURANCE. The Company shall have power to and may
purchase and maintain insurance on behalf of any director, officer, employee or
agent of the Company who is or was a director, officer, employee or agent of the
Company, or is or was serving at the request of the Company as a director,
officer, employee or agent of another foreign or domestic corporation,
partnership, joint venture, trust, employee benefit plan or other enterprise
against any liability asserted against him and incurred by him in any such
capacity, or arising out of his status as a director, officer, employee or
agent, whether or not the Company would have the power to indemnify him against
such liability under the provisions of this Article IX or applicable law.
SECTION 9.8. INDEMNITY NOT EXCLUSIVE. The indemnification provided
hereunder shall not be deemed exclusive of any other rights to which a director,
officer, employee or agent of the Company seeking indemnification may be
entitled under any other bylaw, agreement, vote of stockholders or disinterested
directors or otherwise, both as to action in his official capacity and as to
action in another capacity while holding such office, and shall continue as to a
director, officer, employee or agent of the Company who has ceased to be a
director, officer, employee or agent of the Company or engaged in any other
enterprise at the request of the Company and shall inure to the benefit of the
heirs, executors and administrators of such director, officer, employee or
agent.
ITEM 7. EXEMPTIONS FROM REGISTRATION CLAIMED.
Inapplicable.
ITEM 8. EXHIBITS.
EXHIBIT DESCRIPTION
------- -----------
4.1 Certificate of Incorporation of the Registrant (Filed as an
exhibit to the Registrant's Registration Statement on Form
S-8 (File No. 33-53853), filed May 27, 1994, registering
200,000 shares of Class A Common Stock for sale pursuant to
the Registrant's 1994 Employee Stock Purchase Plan, and
incorporated herein by this reference)
4.2 Bylaws of the Registrant (Filed as an exhibit to the
Registrant's Form 10-K for the year ended June 30, 1993,
filed September 10,
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1993, and incorporated herein by this reference)
5.1 Opinion of King & Spalding regarding legality of shares
being registered
23.1 Consent of Arthur Andersen & Co., independent auditors
23.2 Consent of King & Spalding (Included in Exhibit 5.1)
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; and
(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 (a)(1)(i) and (a)(1)(ii) 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 this 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.
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<PAGE>
(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 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 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 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 Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the 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, 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 Cobb County, State of Georgia on this 27th day of May, 1994.
HALLMARK HEALTHCARE CORPORATION
By: /s/ James T. McAfee, Jr.
---------------------------------------
James T. McAfee, Jr.
Chairman and Chief Executive
Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints James T. McAfee, Jr., his true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for such persons 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 attorney-in-fact and
agent full power and authority to do and to perform each and every act and thing
requisite or necessary to be done in and about the premises, as fully and to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorney-in-fact and agent or his substitute, may
lawfully do or cause to be done by virtue hereof.
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 indicated on this 27th day of May, 1994.
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<PAGE>
SIGNATURE TITLE
/s/ James T. McAfee, Jr. Chairman, Chief Executive Officer
- -------------------------------- and Director
James T. McAfee, Jr.
/s/ Robert M. Thornton, Jr. President, Chief Operating Officer and
- -------------------------------- Director (Chief Financial Officer,
Robert M. Thornton, Jr. Principal Accounting Officer)
/s/ Rolland A. Maxwell Director
- --------------------------------
Rolland A. Maxwell
/s/ Kay W. Slayden Director
- --------------------------------
Kay W. Slayden
/s/ James E. Martin Director
- --------------------------------
James E. Martin
/s/ J. Randolph Seckman Director
- --------------------------------
J. Randolph Seckman
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<PAGE>
EXHIBIT INDEX
EXHIBIT DESCRIPTION PAGE NO.
4.1 Certificate of Incorporation of the
Registrant (Filed as an exhibit to the
Registrant's Registration Statement on
Form S-8 (File No. 33-53853), filed
May 27, 1994, registering 200,000
shares of Class A Common Stock for sale
pursuant to the Registrant's
1994 Employee Stock Purchase Plan, and
incorporated herein by this reference)
4.2 Bylaws of the Registrant (Filed as
an exhibit to the Registrant's Form
10-K for the year ended June 30, 1993,
filed September 10, 1993, and
incorporated herein by this reference)
5.1 Opinion of King & Spalding, regarding
legality of shares being registered
23.1 Consent of Arthur Andersen & Co.,
independent auditors
23.2 Consent of King & Spalding (included
in Exhibit 5.1)
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<PAGE>
EXHIBIT 5.1
<PAGE>
King & Spalding
191 Peachtree Street
Atlanta, Georgia 30303
May 27, 1994
Hallmark Healthcare Corporation
Suite 650
300 Galleria Parkway
Atlanta, Georgia 30339
Ladies and Gentlemen:
We have acted as counsel to Hallmark Healthcare Corporation, a
Delaware corporation (the "Company"), in connection with the filing of a
Registration Statement on Form S-8 that will be filed by the Company on or about
May 27, 1994 with the Securities and Exchange Commission under the Securities
Act of 1933, as amended (the "Registration Statement"), relating to shares of
the Company's Class A Common Stock to be issued upon the payment of vested
awards granted under the Company's Long-Term Cash Incentive Plan -- 1990,
as amended (the "Plan").
You have requested our opinion with respect to the legality of the
shares of Class A Common Stock to be issued upon exercise of options granted
under the Plan. We understand that our opinion will be attached as an Exhibit
to the Registration Statement and that our opinion will be referred to in the
Registration Statement. We consent to such use of our opinion.
In rendering the opinion expressed in this letter, we have examined
such documents as we have deemed appropriate, including the Plan, the Amended
and Restated Certificate of Incorporation of the Company, the Bylaws of the
Company, and actions taken by the Board of Directors and stockholders of the
Company in approving the Plan and the Registration Statement. In our
examination of documents we have assumed, with your consent, that all documents
submitted to us are authentic originals or, if submitted as photocopies, that
they faithfully reproduce the originals, that all such documents have been or
will be duly executed to the extent required and that representations and
statements set forth in such documents are true and correct.
Based upon the foregoing, we are of the opinion that the Plan has been
duly adopted by all necessary corporate action on the part of the Company. We
are also of the opinion that the shares of the Company's Class A Common Stock
to be issued under
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the Plan will be duly and validly issued shares of Class A Common Stock of the
Company and will be fully paid and nonassessable.
Sincerely,
KING & SPALDING
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EXHIBIT 23.1
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CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this Registration Statement of our report dated August 25, 1993,
included in Hallmark Healthcare Corporation's report on Form 10-K for the year
ended June 30, 1993.
/s/ ARTHUR ANDERSEN & CO.
Atlanta, Georgia
May 27, 1994
