<PAGE>
As filed with the Securities and Exchange Commission on May 17, 1996
Registration Statement No. 33-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
___________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
______________________________
ROTECH MEDICAL CORPORATION
(Exact name of registrant as specified in its charter)
FLORIDA 59-2115892
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
4506 L. B. McLEOD ROAD, SUITE F, ORLANDO, FLORIDA 32811
(407) 841-2115
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
_____________________
ROTECH MEDICAL CORPORATION SAVINGS PLAN
STEPHEN P. GRIGGS, President
RoTech Medical Corporation
4506 L. B. McLeod Road, Suite F, Orlando, Florida 32811
(407) 841-2115
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
___________________________
CALCULATION OF REGISTRATION
<TABLE>
<CAPTION>
================================================================================================================
Title of Proposed Maximum Proposed Maximum
Securities to Amount to be Offering Price Aggregate Offering Amount of
be Registered Registered Per Share (2) Price (2) Registration Fee
- ----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value $.0002 per
share................................. 200,000 $20.875 $4,175,000 $1,439.66
================================================================================================================
</TABLE>
(1) In addition, pursuant to Rule 416(c) under the Securities Act of 1993, this
registration statement also covers an indeterminate amount of interests to
be offered or sold pursuant to the employee benefit plan described herein.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c), based on the average of the high and low sales
price per share of Common Stock on May 10, 1996, as reported on The Nasdaq
National Market, after giving effect to a 2-for-1 stock split payable on
May 21, 1996 in the form of a stock dividend to holders of record on
April 30, 1996.
EXHIBIT INDEX APPEARS ON PAGE II-10
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
---------------------------------------
The following documents filed by RoTech Medical Corporation (the "Company")
with the Securities and Exchange Commission (the "Commission") are hereby
incorporated by reference in this Registration Statement:
(a) Annual Report of the Company on Form 10-K for the fiscal year ended
July 31, 1995.
(b) Quarterly Report of the Company on Form 10-Q for the quarter ended
October 31, 1995.
(c) Quarterly Report of the Company on Form 10-Q for the quarter ended
January 31, 1996.
(d) Current Report of the Company on Form 8-K as filed with the
Commission on November 15, 1995.
(e) Current Report of the Company on Form 8-K/A as filed with the
Commission on January 11, 1996.
(f) Current Report of the Company on Form 8-K as filed with the
Commission on April 1, 1996.
(g) Quarterly Report of the Company on Form 10-Q/A for the quarter
ended January 31, 1996 as filed with the Commission on May 15, 1996.
(h) Current Report of the Company on Form 8-K as filed with the Commission
on May 17, 1996.
(i) The description of the Company's Common Stock, par value $0.0002 per
share (the "Common Stock"), contained in the Company's Registration
Statement filed under Section 12 of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), including all amendments and
reports updating such description.
The consolidated financial statements for the fiscal years ended July 31,
1995 and 1994 incorporated in this Registration Statement by reference to the
Company's Annual Report on Form 10-K for the fiscal year ended July 31, 1995,
have been so incorporated in reliance on the report of Deloitte & Touche LLP,
independent auditors, given on the authority of said firm as experts in auditing
and accounting.
The consolidated financial statements for the fiscal year ended July 31,
1993 incorporated in this Registration Statement by reference to the Company's
Annual Report on Form 10-K for the fiscal year ended July 31, 1995, have been so
incorporated in reliance on the report of Ernst & Young LLP, independent
auditors, given on the authority of said firm as experts in auditing and
accounting.
II-2
<PAGE>
All documents subsequently filed by RoTech Medical Corporation pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, shall be deemed to be
incorporated by reference in this Registration Statement, prior to the filing of
a post-effective amendment which indicates that all securities offered by this
Registration Statement have been sold or which deregisters all such securities
then remaining unsold, shall be deemed to be incorporated by reference into the
Registration Statement. Each document incorporated by reference into this
Registration Statement shall be deemed to be a part of this Registration
Statement from the date of the filing of such document with the Commission until
the information contained therin is superseded or updated by any subsequently
filed document which is incorporated by reference into this Registration
Statement or by any document which constitutes part of the prospectus relating
to the RoTech Medical Corporation Savings Plan (the "Plan") meeting the
requirements of Section 10(a) of the Securities Act of 1933, as amended (the
"Securities Act").
Item 4. Description of Securities.
-------------------------
The class of securities to be offered under this Registration Statement is
registered under Section 12 of the Exchange Act.
Item 5. Interests of Named Experts and Counsel.
--------------------------------------
The legality of the Common Stock to which this Registration Statement
relates has been passed upon for the Company by Winderweedle, Haines, Ward &
Woodman, P.A., Winter Park and Orlando, Florida ("Winderweedle"). William A.
Walker II, Secretary, a Director and a shareholder of the Company, is a
shareholder and officer of Winderweedle. Winderweedle has acted as counsel to
the Company, its subsidiaries, and certain of its affiliates in other matters.
The Company issued options to Winderweedle to purchase up to, but not exceeding
in the aggregate, 20,000 shares of the Company's Common Stock at $13.88 per
share. The options are exercisable until June 30, 2000.
II-3
<PAGE>
Item 6. Indemnification of Directors and Officers.
-----------------------------------------
Pursuant to authority contained in the laws of the state of Florida,
Article IX of the Company's Articles of Incorporation, as amended, and Article
IV of the Company's By-Laws, as amended, provide that the Company shall
indemnify each of its officers and directors, whether or not then in office, and
his executor, administrator or heirs, against any and all actual expenses
actually and necessarily incurred by him, including, but not limited to,
attorney's fees in connection with the defense of any litigation, administrative
procedure or suit to which he may have been a party because of his status as
present or past director or officer, if he acted in good faith and in a manner
not opposed to the best interests of the Company. He shall have no right to
reimbursement, however, in relation to matters as to which he had been adjudged
liable to the Company for negligence or misconduct in the performance of his
duties unless, and to the extent that, a court of equity shall deem such
reimbursement proper in view of all the circumstances. The right to indemnity
for expenses shall also apply to expenses of suits which are compromised or
settled if the court having jurisdiction of the action shall approve such
settlement. The foregoing right of indemnification shall be in addition to, and
not exclusive of, all other rights to which such officer or director may be
entitled.
Section 607.0850(1), Florida Statutes, provides that a corporation may
indemnify any person who is or was a party to any proceeding, by reason of his
current or past status as director, officer, employee or agent of the
corporation, against liability incurred by such person if, in connection with
his activity out of which arises the indemnifiable matter, 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.
Section 607.0850(2), Florida Statutes, authorizes a corporation to
indemnify any person who is or was a party to any proceeding by or on behalf of
the corporation to procure a judgment in its favor under circumstances similar
to those identified in Section 607.0850(1) above against expenses and amounts
paid in settlement up to the estimated cost of litigation provided that no
indemnification shall be made in respect of any matter as to which the potential
indemnitee shall have been adjudged to be liable unless, and only to the extent
that, a court of competent jurisdiction shall determine that, in view of all
circumstances, the potential indemnitee is fairly and reasonably entitled to
indemnity for such expenses.
II-4
<PAGE>
Section 607.0850(7), Florida Statutes, prohibits indemnification or
advancement of expenses made to or on behalf of any director, officer or agent
of a corporation if a judgment or final adjudication establishes that his
actions, or omissions to act, were material to the matter adjudicated and which
constitute: a) a violation of the criminal law, unless he had reasonable cause
to believe his conduct was lawful or had no reasonable cause to believe his
conduct was unlawful; b) a transaction from which he derived an improper
personal benefit either directly or indirectly; c) in the case of a director, a
circumstance triggering the liability provisions of Section 607.0834, dealing
with dividends and distributions and/or purchases, of the corporation's own
shares; or d) willful misconduct or conscious disregard for the best interests
of the corporation in a proceeding by it or on its behalf to procure a judgment
in its favor or in a proceeding by or on behalf of a shareholder.
Section 607.0850(9), Florida Statutes, permits courts to order
indemnification of those who are or were a party to a proceeding based on their
status as directors or officers of the corporation.
Item 7. Exemption from Registration Claimed.
-----------------------------------
Not applicable.
Item 8. Exhibits
Exhibit
Number Description
- ------- -----------
4 (a) Articles of Incorporation of the Company, as amended to date
(incorporated by reference to Exhibits 3.1, 3.2, 3.3 and 3.4
to the Company's Registration Statement No.33-8711 on
Form S-1).
4 (b) Amended and Restated By-Laws of the Company, as amended to
date (incorporated by reference to Exhibit 3.6 to the
Company's Registration Statement No. 33-8711 on Form S-1).
23 (a) Consent of Winderweedle, Haines, Ward & Woodman, P.A.
23 (b) Consent of Deloitte & Touche LLP
23 (c) Consent of Ernst & Young LLP
23 (d) Consent of Arthur Andersen LLP
23 (e) Consent of Hazlett, Lewis & Bieter, PLLC
23 (f) Consent of Tanner + Co.
24 Power of Attorney (included on page II-8)
The registrant will submit the Plan and any amendment
thereto to the Internal Revenue Service (IRS) in a timely
manner and will make all changes requires by the IRS in
order to qualify the Plan.
II-5
<PAGE>
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 (a)(1)(i) and (a)(1)(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 section 13 or section 15 (d) of the
Securities Exchange Act of 1934 that are incorporated by reference in the
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.
(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 the 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 section 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.
***
(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 Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment
by 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.
II-6
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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 Orlando, State of Florida, on May 17, 1996.
RoTech Medical Corporation
By: /s/ Rebecca R. Irish
-----------------------------------
Rebecca R. Irish, Treasurer and Principal
Financial Officer
II-7
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Rebecca R. Irish, her true and lawful
attorney-in-fact and agent, with full power of substitution and revocation,
for her and her 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 perform each and every act and thing
requisite or necessary to be done, as fully to all intents and purposes as she
might or could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent or her substitute, may lawfully do or cause to be
done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on the 17th day of May, 1996.
<TABLE>
<CAPTION>
Signatures Title
---------- -----
<S> <C>
/s/ Rebecca R. Irish Treasurer, Principal Financial and Accounting
- --------------------------- Officer
/s/ Stephen P. Griggs President, Principal Executive Officer and Director
- ---------------------------
William P. Kennedy Chairman and Director
- ---------------------------
/s/ William A. Walker II Secretary and Director
- ---------------------------
/s/ Leonard E. Williams Director
- ---------------------------
/s/ Jack T. Weaver, D.O. Director
- ---------------------------
</TABLE>
II-8
<PAGE>
ROTECH MEDICAL CORPORATION SAVINGS PLAN
---------------------------------------
Pursuant to the requirements of the Securities Act of 1933, the RoTech
Medical Corporation Savings Plan has caused this Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City
of Orlando, State of Florida, on the 17th day of May, 1996.
RoTech Medical Corporation Savings Plan
By: /s/ Rebecca R. Irish
---------------------
Plan Administrator
II-9
<PAGE>
EXHIBIT INDEX
Exhibit
Number Description
- ------- -----------
4 (a) Articles of Incorporation of the Company, as amended to date
(incorporated by reference to Exhibits 3.1, 3.2, 3.3 and 3.4 to the
Company's Registration Statement No.33-8711 on Form S-1).
4 (b) Amended and Restated By-Laws of the Company, as amended to
date (incorporated by reference to Exhibit 3.6 to the
Company's Registration Statement No. 33-8711 on Form S-1).
23 (a) Consent of Winderweedle, Haines, Ward & Woodman, P.A.
23 (b) Consent of Deloitte & Touche LLP
23 (c) Consent of Ernst & Young LLP
23 (d) Consent of Arthur Andersen LLP
23 (e) Consent of Hazlett, Lewis & Bieter, PLLC
23 (f) Consent of Tanner + Co.
24 Power of Attorney (included on page II-8)
II-10
<PAGE>
(LETTERHEAD OF WINDERWEEDLE, HAINES, WARD & WOODMAN, P.A.)
EXHIBIT 23(a)
May 15, 1996
FILED VIA EDGAR
- ---------------
RoTech Medical Corporation
4506 L.B. McLeod Road, Suite F
Orlando, Florida 32811
Re: RoTech Medical Corporation; Registration Statement
on Form S-8
Ladies and Gentlemen:
We consent to the use of our name wherever appearing in the above-
referenced Registration Statement on Form S-8, including the Prospectus
constituting a part thereof, and any amendments thereto.
Very truly yours,
/s/ Thomas A. Simser, Jr.
---------------------------------
Thomas A. Simser, Jr.
TAS:cac
1
<PAGE>
EXHIBIT 23(b)
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We consent to the incorporation by reference in this Registration Statement of
RoTech Medical Corporation on Form S-8 of our report dated October 19, 1995,
appearing in the Annual Report on Form 10-K of RoTech Medical Corporation for
the year ended July 31, 1995, and to the reference to us as "experts" in such
Registration Statement.
/s/ Deloitte & Touche LLP
- ------------------------------
Deloitte & Touche LLP
May 15, 1996
Orlando, Florida
<PAGE>
EXHIBIT 23(c)
Consent of Independent Auditors
We consent to the reference to our firm as experts in the Registration Statement
(Form S-8 No. 33- ) pertaining to the RoTech Medical Corporation Savings Plan
and to the incorporation by reference therein of our report dated September 15,
1993, with respect to the consolidated financial statements and schedule of
RoTech Medical Corporation, incorporated by reference in its Annual Report
(Form 10-K) for the year ended July 31, 1993, filed with the Securities and
Exchange Commission.
Ernst & Young LLP
Orlando, Florida
May 14, 1996
<PAGE>
Exhibit 23(d)
[LOGO OF ARTHUR ANDERSEN LLP]
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in the Form S-8 Registration Statement of RoTech Medical Corporation
(as filed on May 15, 1996) of our report dated December 15, 1995, on the
financial statements of Revco Home Health Care Centers, Inc. as of June 3, 1995,
and for the forty-four week period then ended, which is included in RoTech
Medical Corporation's Form 8K/A as filed on January 11, 1996.
/s/ Arthur Anderson LLP
May 15, 1996
Cleveland, Ohio
<PAGE>
[LOGO OF HAZLETT,LEWIS & BIETER, PLLC]
Hazlett, Lewis & Bieter, PLLC
Certified Public Accountants
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We consent to the incorporation by reference in this Registration Statement of
Rotech Medical Corporation on Form S-8 of our report dated December 22, 1995 on
the financial statements of Advantage Healthcare, Inc. as of December 31, 1994
and for the year then ended, appearing in the Form 8-K/A filed on January 11,
1996, and to the reference to us as "experts" in such Registration Statement
insofar as it pertains to our report on the financial statements referred to
herein.
/s/ Hazlett, Lewis & Bieter, PLLC
Chattanooga, Tennessee
May 16, 1996
Tivoli Center, Suite 300 . 701 Broad Street . Chattanooga, Tennessee 37402-1802
. Telephone (615) 756-6133
FAX (615) 756-CPAS
<PAGE>
Exhibit 23(f)
[Letterhead of
Tanner & Co.
appears here]
CONSENT OF INDEPENDENT
CERTIFIED PUBLIC ACCOUNTANT
We hereby consent to the incorporation by reference in this Registration
Statement of RoTech Medical Corporation on Form S-8 of our report dated July
14, 1995, which appears in the annual report to the Board of Directors of
Valley Home Medical, Inc., and the reference to our Firm under the caption
"Experts" in the prospectus.
TANNER + CO.
Salt Lake City, Utah
July 14, 1995
