<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)
1993 STOCK OPTION PLAN
(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
______________________
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------
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 200,000 $13.00; $12.13; $15.26 $2,860,925.49 $986.53
- --------------------------------------------------------------------------------------------------------------------
_____________________
<FN>
(1) Estimated solely for purposes of calculating the registration fee.
Estimated offering prices are calculated pursuant to Rule 457(h) based on
the possible sale of up to 82,939 shares of Class A Common Stock pursuant
to outstanding stock options having an exercise price of $13.00 per
share, the possible sale of up to 1,253 shares of Class A Common Stock
pursuant to outstanding stock options having an exercise price of $12.13
per share and the possible sale of up to 115,808 shares of Class A Common
Stock pursuant to stock options that may be granted in the future. Pursuant
to Rule 457(c) and Rule 457(h) the assumed offering price for 115,808
shares of Class A Common Stock is one hundred ten percent of the average of
the high and low sales prices of the Registrant's Class A Common Stock on
The Nasdaq Stock Market on May 23, 1994.
</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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<PAGE>
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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<PAGE>
(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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<PAGE>
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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<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 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
Robert M. Thornton, Jr. Officer, 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
- 12 -
<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 exercise of
options granted under the Company's 1993 Stock Option Plan (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
