<PAGE> 1
As filed with the Securities and Exchange Commission on April 5, 1994
Subject to amendment.
Registration No. 33-
<TABLE>
=========================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
----------
RAMSAY HEALTH CARE, INC.
(Exact name of issuer as specified in its charter)
<S> <C>
DELAWARE 63-0857352
(State or other jurisdic- (I.R.S. Employer
tion of incorporation Identification No.)
or organization)
</TABLE>
----------
One Poydras Plaza
639 Loyola Avenue, Suite 1400
New Orleans, Louisiana 70113
(Address of principal executive offices)
----------
RAMSAY HEALTH CARE, INC.
1993 STOCK OPTION PLAN
RAMSAY HEALTH CARE, INC.
1993 EMPLOYEE STOCK PURCHASE PLAN
(Full titles of the plans)
----------
GREGORY H. BROWNE
President
Ramsay Health Care, Inc.
One Poydras Plaza
639 Loyola Avenue, Suite 1400
New Orleans, Louisiana 70113
(504) 525-2505
(Name, address and telephone number,
including area code, of agent for service)
----------
Copy to:
THOMAS M. HAYTHE, Esq.
Haythe & Curley
237 Park Avenue
New York, New York 10017
----------
Approximate date of commencement of proposed sale to the public:
As soon as practicable after the
Registration Statement becomes effective.
----------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=========================================================================================
Proposed Proposed
Title of maximum maximum
securities Amount offering aggregate Amount of
to be to be price offering registration
registered registered per share* price* fee
- ---------- ---------- ---------- --------- ------------
<S> <C> <C> <C> <C>
Common Stock 450,000 $7.6875 $3,459,375 $1,192.89
($.01 par shares
value)
=========================================================================================
*Estimated solely for purposes of calculating the registration fee on the basis
of the average of the high and low prices of the Common Stock on March 31,
1994, as reported on the National Association of Securities Dealers Automated
Quotation System.
=========================================================================================
</TABLE>
59907.1
1271-0820
<PAGE> 2
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The Company hereby states that (i) the documents listed in (a)
through (c) below are incorporated by reference in this Registration Statement
and (ii) all documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 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 have been sold or which deregisters all 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.
(a) The Company's Annual Report on Form 10-K for the year
ended June 30, 1993.
(b) The Company's Quarterly Reports on Form 10-Q for the
quarters ended September 30, 1993 and December 31, 1993.
(c) The description of the Company's Common Stock
contained in the Company's registration statement on Form 8-A (no. 34-13849)
filed September 5, 1985.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Thomas M. Haythe, a partner in the law firm of Haythe &
Curley, the Company's counsel in connection with the offering, is also a
director and stockholder of this Company. As of March 1, 1994, Mr. Haythe held
currently exercisable options to purchase 15,000 shares of Common Stock granted
to him under the 1990 Stock Option Plan of the Company and 10,000 shares of
Common Stock granted to him under the 1991 Stock Option Plan of the Company.
Item 6. Indemnification of Directors and Officers.
Under Section 145 of the Delaware General Corporation Law, as
amended, the Company has the power to indemnify directors and officers under
certain prescribed circumstances and subject to certain limitations against
certain costs and expenses, including attorney's fees, actually and reasonably
incurred in
<PAGE> 3
connection with any action, suit or proceeding, whether civil, criminal,
administrative or investigative, to which any of them is a party by reason of
such person's being a director or officer of the Company if it is determined
that such person acted in accordance with the applicable standard of conduct
set forth in such statutory provisions.
Section 4.1 of the By-Laws of the Company contains provisions
relating to the indemnification of directors and officers which provide, in
general, that the Company shall indemnify its officers and directors to the
fullest extent authorized by the laws of the State of Delaware, as they may be
amended from time to time.
The Company's Certificate of Incorporation contains a
provision which eliminates the personal liability of a director of the Company
to the Company or to any of its stockholders for monetary damages for a breach
of his fiduciary duty as a director, except in the case where the director
breached his duty of loyalty, failed to act in good faith, engaged in
intentional misconduct or knowingly violated a law, authorized the payment of a
dividend or approved a stock repurchase in violation of Delaware corporate law,
or obtained an improper personal benefit.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
The Exhibits required to be filed as part of this Registration
Statement are listed in the attached Index to Exhibits.
Item 9. Undertakings.
The undersigned Registrant hereby undertakes, except as
otherwise specifically provided in the rules of the Securities and Exchange
Commission promulgated under the Securities Act of 1933:
(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 this Registration Statement
II-2
<PAGE> 4
(or the most recent post-effective amendment hereof) which, individually or in
the aggregate, represent a fundamental change in the information set forth in
this Registration Statement;
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in this Registration
Statement or any material change to such information in this Registration
Statement;
provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if this
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; and
(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.
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 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.
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
II-3
<PAGE> 5
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-4
<PAGE> 6
POWER OF ATTORNEY
The Registrant and each person whose signature appears below
hereby appoints Gregory H. Browne and Jack V. Eumont as attorneys-in-fact with
full power of substitution, severally, to execute in the name and on behalf of
the Registrant and each such person, individually and in each capacity stated
below, one or more amendments (including post-effective amendments) to this
Registration Statement as the attorney-in-fact acting in the premises deems
appropriate and to file any such amendment to this Registration Statement with
the Securities and Exchange Commission.
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 New Orleans and State of Louisiana on the 5th
day of April, 1994.
RAMSAY HEALTH CARE, INC.
By/s/Gregory H. Browne
------------------------
Gregory H. Browne
President
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/Paul J. Ramsay Chairman of the Board, April 5, 1994
--------------------- Director
Paul J. Ramsay
/s/Gregory H. Browne President, Chief April 5, 1994
--------------------- Executive Officer,
Gregory H. Browne Director
</TABLE>
II-5
<PAGE> 7
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/Aaron Beam, Jr. Director April 5, 1994
-----------------------
Aaron Beam, Jr.
/s/Peter J. Evans Director April 5, 1994
-----------------------
Peter J. Evans
/s/Robert E. Galloway Director April 5, 1994
-----------------------
Robert E. Galloway
/s/Thomas M. Haythe Director April 5, 1994
-----------------------
Thomas M. Haythe
/s/Luis E. Lamela Director April 5, 1994
-----------------------
Luis E. Lamela
/s/Steven J. Shulman Director April 5, 1994
-----------------------
Steven J. Shulman
/s/Michael S. Siddle Director April 5, 1994
-----------------------
Michael S. Siddle
/s/Bruce R. Soden Senior Vice April 5, 1994
----------------------- President,
Bruce R. Soden Director
/s/Jack V. Eumont, Jr. Vice President, April 5, 1994
----------------------- Chief Financial
Jack V. Eumont, Jr. Officer (Principal
Financial and
Accounting Officer)
</TABLE>
II-6
<PAGE> 8
CONSENT OF COUNSEL
The consent of Haythe & Curley is contained in their opinion
filed as Exhibit 5 to this Registration Statement.
II-7
<PAGE> 9
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration
Statement (Form S-8) pertaining to the Ramsay Health Care, Inc. 1993 Stock
Option Plan and the Ramsay Health Care, Inc. 1993 Employee Stock Purchase
Plan of our report dated September 29, 1993 with respect to the consolidated
financial statements and schedules of Ramsay Health Care, Inc. included in its
Annual Report (Form 10-K) for the year ended June 30, 1993, filed with the
Securities and Exchange Commission.
ERNST & YOUNG
New Orleans, Louisiana
April 4, 1994
II-8
<PAGE> 10
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Number Description of Exhibit Page
------ ---------------------- ----
<S> <C> <C>
4(i) - Ramsay Health Care, Inc. 1993 Employee Stock 11
Purchase Plan (the "Stock Purchase Plan")
4(ii) - Form of Stock Purchase Agreement under the Stock 18
Purchase Plan
4(iii) - Copy of Rules adopted by the Compensation and 22
Conflict of Interest Committee under the Stock
Purchase Plan
4(iv) - Copy of Brochure for Employees describing the Stock 27
Purchase Plan
4(v) - Ramsay Health Care, Inc. 1993 Stock Option Plan (the 35
"Stock Option Plan")
4(vi) - Form of Stock Option Certificate under the Stock 42
Option Plan
4(vii) - Form of Incentive Stock Option Certificate under the 51
Stock Option Plan
5 - Opinion of Haythe & Curley 61
23(i) - Consent of Independent Auditors ( see "Consent of --
Independent Auditors" in the Registration Statement)
23(ii) - Consent of Haythe & Curley (contained in Exhibit 5) --
24 - Power of Attorney (see "Power of Attorney" in the --
Registration Statement)
</TABLE>
II-9
<PAGE> 1
EXHIBIT 4(i)
RAMSAY HEALTH CARE, INC.
1993 EMPLOYEE STOCK PURCHASE PLAN
1. Purpose. The purpose of the Ramsay Health Care, Inc.
1993 Employee Stock Purchase Plan is to enable and encourage employees of the
Company and its Subsidiaries to acquire the Company's stock through payroll
deductions to enable them to share in the economic prosperity of the Company.
2. Definitions.
2.1 "Board of Directors" shall mean the Board of
Directors of the Company.
2.2 "Code" shall mean the Internal Revenue Code of
1986, as amended.
2.3 "Committee" shall mean the Compensation and
Conflict of Interest Committee of the Board of Directors.
2.4 "Common Stock" shall mean shares of the
Company's common stock, $.01 par value.
2.5 "Company" shall mean Ramsay Health Care, Inc., a
Delaware corporation.
2.6 "Compensation" shall mean the amount received by
an Employee from the Company or a Subsidiary as salary, wages or other direct
remuneration for services rendered, but excluding (a) overtime pay, (b)
bonuses, (c) sick pay and (d) contributions by the Company or any Subsidiary to
any employee benefit plan of the Company or any Subsidiary.
2.7 "Eligible Employees" shall mean only those
persons who on an Offering Date (a) are Employees and (b) who are not deemed
for purposes of Section 423(b)(3) of the Code to own stock possessing 5% or
more of the total combined voting power or value of all classes of stock of the
Company or of any Parent or Subsidiary.
2.8 "Employees" shall mean all persons employed by
the Company or any Subsidiary, within the meaning of Section 423(b)(1) of the
Code, excluding persons (a) employed less than 6 months, or (b) whose customary
employment is 20 hours or less per
<PAGE> 2
2
calendar week or for not more than five months per calendar year, or (c) who
serve on the Committee.
2.9 "Exercise Date" shall mean the final day of each
Offering Period.
2.10 "Fair Market Value" shall mean the last sale
price regular way on the date of reference, or, in case no sale takes place on
such day, the average of the closing bid and asked prices regular way, in
either case on the principal national securities exchange on which the Common
Stock is listed or admitted to trading, or if the Common Stock is not listed or
admitted to trading on any national securities exchange, the last sale price
reported on the National Market System of the National Association of
Securities Dealers Automated Quotation System ("NASDAQ") on such date, or the
last sale price in the over-the-counter Market reported in NASDAQ on such date,
whichever is applicable, or if there are no such prices reported on NASDAQ on
such date, as furnished to the Committee by any New York Stock Exchange member
selected from time to time by the Committee for such purpose. If the Common
Stock is not traded in the over-the-counter market, the Fair Market Value shall
be determined by the Committee in accordance with the regulations promulgated
under Section 2031 of the Code, or by any other appropriate method selected by
the Committee.
2.11 "Initial Offering Period" shall mean the period
commencing on January 1, 1994 and ending on June 30, 1994.
2.12 "Normal Offering Period" shall mean the periods
commencing January 2 and July 1 of each Plan Year and ending, respectively, on
June 30 and December 31 of the same Plan Year. The first Normal Offering
Period shall commence on the first business day following the end of the
Initial Offering Period.
2.13 "Offering" shall mean the offering of shares of
Common Stock to Participants pursuant to the Plan that occurs on each Offering
Date.
2.14 "Offering Date" shall mean the first day of
each Offering Period.
2.15 "Parent" shall mean any parent corporation of
the Company within the meaning of Section 425(e) of the Code.
2.16 "Participant" shall mean an Eligible Employee
who elects to participate in the Plan and gives notice to the Company of such
election in accordance with Section 5 hereof.
2.17 "Plan" shall mean the Ramsay Health Care, Inc.
1993 Employee Stock Purchase Plan as set forth herein.
<PAGE> 3
3
2.18 "Plan Year" shall mean the period commencing
with the first day of the Initial Offering Period and ending on the next
December 31 and, thereafter, each succeeding calendar period commencing with
the first day of the year that the Plan is in effect.
2.19 "Purchase Price" shall mean the cost of Common
Stock acquired pursuant to the Plan as determined under Section 9 hereof.
2.20 "Rules" shall mean the rules for administering
the Plan adopted pursuant to Section 19 hereof.
2.21 "Stock Purchase Account" shall mean the record
of payments made by a Participant in accordance with Section 6 hereof which is
required to be maintained in accordance with Section 7 hereof.
2.22 "Subsidiary" shall mean any subsidiary
corporation of the Company within the meaning of Section 425(f) of the Code.
3. Shares Offered Pursuant to the Plan. The number of
shares of Common Stock which may be offered under the Plan shall not exceed
100,000, subject to adjustment in accordance with Section 21 hereof. Such
shares may be authorized but unissued shares, previously issued shares
reacquired by the Company, or any combination thereof.
4. Shares Purchased By Participants. Each Participant
on an Offering Date shall be entitled to purchase from the Company, in the
manner and on the terms herein provided, whole shares of Common Stock at the
Purchase Price set forth in Section 9 hereof with amounts withheld or paid
pursuant to Section 6 hereof during the Offering Period commencing on such
Offering Date and ending on the next succeeding Exercise Date. Anything herein
to the contrary notwithstanding, if any person entitled to purchase shares
pursuant to any Offering hereunder would be deemed for purposes of Section
423(b)(3) of the Code to own stock (including any number of shares which such
person would be entitled to purchase hereunder and under any other such plan
maintained by the Company or any Subsidiary) possessing 5% or more of the total
combined voting power or value of all classes of stock of the Company, the
maximum number of shares which such person shall be entitled to purchase
pursuant to the Plan shall be reduced to that number which, when added to the
number of shares of stock of the Company which such person is so deemed to own
(excluding any number of shares which such person would be entitled to purchase
hereunder), is one less than such 5%.
5. Participation in the Plan. Any Eligible Employee may
become a Participant in the Plan by notifying the Company in writing of his
intention to participate prior to the Offering Date on which an Offering
commences. Such notice shall be in the
<PAGE> 4
4
form prescribed by the Rules and shall be delivered by hand or mailed, postage
prepaid, to the Secretary of the Committee, or his designee.
6. Method of Payment For Shares.
6.1 Payment for shares of Common Stock purchased
hereunder shall be made by authorized payroll deductions from a Participant's
Compensation pursuant to this Section 6.
6.2 In his written notice to the Company pursuant to
Section 5 hereof, a Participant shall authorize a deduction from the payment of
his Compensation during each Offering Period of any full dollar amount,
provided, however, that the minimum deduction shall be $5 per week or $20 per
month, as appropriate, and the maximum deduction shall be 5% of any payment of
Compensation. The maximum deduction from a Participant's Compensation during
any twelve month period shall be $5,000. A Participant may not change the
amount of his deductions during an Offering Period, but may change the amount
to be deducted for any subsequent Offering by filing notice thereof prior to
the Offering Date on which such subsequent Offering commences in the manner
provided in Section 5 hereof.
7. Stock Purchase Accounts. A Stock Purchase Account
shall be established and maintained in the name of each Participant. Amounts
deducted from a Participant's Compensation pursuant to Section 6 hereof shall
be credited to his Stock Purchase Account.
8. Interest. No interest shall accrue or be payable to
any Participant with respect to any amounts credited to his Stock Purchase
Account.
9. Purchase Price. The Purchase Price per share of the
shares of Common Stock sold to Participants hereunder for any Offering shall be
the lesser of 85% of the Fair Market Value per share of Common Stock on the (i)
Offering Date or (ii) the Exercise Date.
10. Purchase of Shares. If as of any Exercise Date there
is credited to the Stock Purchase Account of a Participant an amount at least
equal to the Purchase Price of one share of Common Stock, as determined in
Section 9 hereof, for the Offering which expires on such Exercise Date, the
Participant shall purchase from the Company at such Purchase Price the largest
number of whole shares of Common Stock which can be purchased with the amount
credited to his Stock Purchase Account. Anything herein to the contrary
notwithstanding, a Participant may not purchase more than 500 shares of Common
Stock in any Offering Period.
<PAGE> 5
5
11. Expiration of Offering. As of each Exercise Date the
amount credited to the Stock Purchase Account of each Participant in the
Offering which expires on such Exercise Date shall be charged with the
aggregate Purchase Price of the shares of Common Stock purchased by the
Participant on such Exercise Date. The remaining balance credited to his Stock
Purchase Account shall be refunded to each Participant who files notice of his
election for refund prior to such Exercise Date in the manner provided in
Section 23 hereof. If no such notice is filed by a Participant and he has not
withdrawn from the Plan in accordance with Section 13 hereof, any remaining
balance credited to his Stock Purchase Account shall be credited to his Stock
Purchase Account for the next succeeding Offering hereunder.
12. Issuance of Shares; Stock Certificate.
12.1 The shares of Common Stock purchased by a
Participant on an Exercise Date shall, for all purposes, be deemed to have been
sold at the close of business on such Exercise Date. Prior to that time, the
Participant shall have none of the rights or privileges of a stockholder of the
Company with respect to such shares.
12.2 As soon as practicable after such Exercise
Date, the Company shall issue and deliver a certificate for the number of
shares of Common Stock purchased by a Participant on such Exercise Date, which
certificate shall be registered either in the Participant's name or jointly in
the names of the Participant and his spouse, with the right of survivorship, as
the Participant shall designate in his notice to the Company pursuant to
Section 23 hereof. The Participant may change such designation at any time by
filing notice of the change in accordance with Section 23 hereof.
13. Voluntary Withdrawal From the Plan. A Participant
may withdraw from the Plan at any time by filing notice of withdrawal. Upon a
Participant's withdrawal, the entire amount credited to his Stock Purchase
Account shall be refunded to him. Any Participant who withdraws from the Plan
may again become a Participant hereunder by filing a notice in accordance with
Section 5 hereof.
14. Involuntary Withdrawal From the Plan. If a
Participant ceases to be an Employee by reason of clauses (a), (b) or (c) of
Section 2.8 hereof, the entire credit balance in his Stock Purchase Account as
of the effective date on which he so ceased to be an Employee shall be used to
purchase shares of Common Stock pursuant to Sections 9 and 10 hereof as of the
next Exercise Date and any remaining balance credited to his Stock Purchase
Account shall be refunded to him.
15. Termination of Employment. If a Participant ceases
to be an Employee other than by reason of clauses (a), (b) or (c) of Section
2.8 hereof, the entire credit balance
<PAGE> 6
6
in his Stock Purchase Account shall be refunded to him. If a Participant dies,
the entire credit balance in his Stock Purchase Account shall be paid over to
his estate.
16. Procedure if Insufficient Shares Available. In the
event that on any Exercise Date the aggregate funds available for the purchase
of shares of Common Stock pursuant to Section 9 hereof would purchase a number
of shares in excess of the number of shares then available for purchase under
the Plan, the Committee shall proportionately reduce the number of shares which
would otherwise be purchased by each Participant on such Exercise Date in order
to eliminate such excess, the Plan shall automatically terminate immediately
after such Exercise Date and any remaining balance credited to the Stock
Purchase Account of a Participant shall be refunded to such Participant.
17. Limitation on Right to Purchase. Anything herein to
the contrary notwithstanding, if at any time when any person is entitled to
complete the purchase of any shares pursuant to the Plan, taking into account
such person's rights, if any, to purchase stock under all other stock purchase
plans of the Company or any Subsidiary, the result would be that during the
then current calendar year such person would have first become entitled to
purchase under the Plan and all such other plans a number of shares of stock
which would exceed the maximum number of shares permitted by the provisions of
Section 423(b)(8) of the Code, then the number of shares which such person
shall be entitled to purchase pursuant to the Plan shall be reduced by the
number which is one more than the number of shares which represents the excess.
18. Rights Not Transferable. Rights to purchase shares
under the Plan are exercisable only by the Participant during his lifetime and
are not transferable. If a Participant attempts to transfer his rights to
purchase shares under the Plan, he shall be deemed to have requested withdrawal
from the Plan and the provisions of Section 13 hereof shall apply with respect
to such Participant.
19. Administration of the Plan. Subject to the general
control of, and superseding action by, the Board of Directors, the Committee
shall have full power to administer the Plan. The Committee shall adopt Rules
not inconsistent with the provisions of the Plan for its administration,
including the form of all notices required hereunder. The Committee's
interpretation and construction of the Plan and Rules shall, subject as
aforesaid, be final and conclusive.
20. Amendment of the Plan. The Board of Directors may at
any time, or from time to time, alter or amend the Plan in any respect, except
that, without approval of the stockholders, no amendment may (i) change the
number of shares reserved under the Plan other than as provided in Section 21
hereof, (ii) reduce the Purchase Price per share as determined under Section 9
hereof, or (iii) permit any person who is not an Employee to participate in the
Plan.
<PAGE> 7
7
21. Recapitalization and Corporate Reorganization.
21.1 The aggregate number of shares of Common Stock
reserved for purchase under the Plan as provided in Section 3 hereof, the
maximum number of shares which a Participant may purchase in any Offering as
provided in Section 10 hereof, and the Purchase Price per share as provided in
Section 9 hereof shall be appropriately adjusted to reflect any increase or
decrease in the number of issued shares of Common Stock resulting from a
subdivision or consolidation of shares or other capital adjustment, or the
payment of a stock dividend, or other increase or decrease in such shares
effected without receipt of consideration by the Company.
21.2 Subject to any required action by the
stockholders, if the Company shall be the surviving or resulting corporation in
any merger or consolidation, any Offering hereunder shall pertain to and apply
to the shares of stock of the Company, but a dissolution or liquidation of the
Company or a merger or consolidation in which the Company is not the surviving
or the resulting corporation, shall cause the Plan and any Offering hereunder
to terminate and the entire amount credited to the Stock Purchase Account of
each Participant thereunder shall be paid to such Participant.
22. Expiration and Termination of the Plan. The Plan
shall continue in effect through December 31, 2003 unless terminated prior
thereto pursuant to Section 21 hereof, provided that the Board of Directors
shall have the right to terminate the Plan at any time. In the event of the
expiration of the Plan or its termination pursuant to Section 21 hereof, the
entire amount credited to the Stock Purchase Account of each Participant
hereunder shall be refunded to the Participant.
23. Notice. Any notice which a Participant files
pursuant to the Plan shall be in the appropriate form prescribed by the Rules
or, if no provision is made in such Rules for the particular kind of notice in
question, such notice shall be in writing and shall be delivered by hand or
mailed, postage prepaid, to the Secretary of the Committee, or his designee.
24. Repurchase of Stock. The Company shall not be
required to repurchase from any Participant shares of Common Stock which he
acquires under the Plan.
25. Alternate Contribution Methods. Anything herein to
the contrary notwithstanding, in the event authorized payroll deductions from
Employees' Compensation are not permitted by reason of the provisions of local
law applicable to the Company or any Subsidiary, the Committee shall adopt an
appropriate alternative method pursuant to which affected Employees may make
payment for shares of Common Stock purchased hereunder which would otherwise
have been made pursuant to Section 6 hereof. Payments made hereunder shall be
deemed to have been made pursuant to Section 6 hereof.
<PAGE> 1
EXHIBIT 4(ii)
RAMSAY HEALTH CARE, INC.
Stock Purchase Agreement
Under 1993 Employee Stock Purchase Plan
AGREEMENT dated as of the ________ day of ___________ , 1993,
between Ramsay Health Care, Inc., a Delaware corporation (the "Company"), and
- --------------------------------------------------------------------------------
(Print or Type Full Name)
(the "Participant").
The parties hereto hereby agree as follows:
1. Participant acknowledges receipt of a copy of the
Ramsay Health Care, Inc. 1993 Employee Stock Purchase Plan (the "Plan"), a copy
of the Rules thereunder (the "Rules"), and a copy of the Prospectus relating
thereto. Participant accepts and agrees to be bound by the Plan and the Rules.
2. Subject to the terms and conditions set forth herein
and in the Plan and the Rules, the provisions of which are incorporated herein
by reference and made a part hereof, the Participant may hereafter purchase
from the Company shares of the Company's Common Stock, $.01 par value ("Common
Stock"), on the Exercise Date (as defined in the Plan) at a price equal to the
Purchase Price (as defined in the Plan).
<PAGE> 2
2
3. Subject to the provisions of the Plan and the Rules,
Participant hereby elects to participate in the Plan for the Offering (as
defined in the Plan) of shares of Common Stock pursuant to the Plan next
following the date hereof and each succeeding Offering thereunder and hereby
authorizes the Company to withhold from his Compensation (as defined in the
Plan) on each pay day during each such Offering $__________ per month (not to
exceed 10% of any payment of compensation) until notice to do otherwise is
received by the Secretary of the Compensation and Conflict of Interest
Committee of the Company, or his designee.
4. Participant hereby designates in Annex A hereof the
manner in which shares of Common Stock to be purchased by him under the Plan
should be registered.
5. Subject to the provisions of the Plan and the Rules,
the decision of the Compensation and Conflict of Interest Committee of the
Board of Directors of the Company as to the interpretation and construction of
the Plan, the Rules and this Agreement, and its resolution of any dispute
arising under any of the foregoing shall be final, conclusive and binding on
all persons affected thereby.
6. This Agreement shall be construed in accordance with
the laws of the State of Delaware applicable to agreements made and to be
entirely performed within such State.
<PAGE> 3
3
IN WITNESS WHEREOF, the Company has caused this Agreement to
be executed by its duly authorized officer, and Participant has executed this
Agreement as of the day and year first above written.
RAMSAY HEALTH CARE, INC.
By
----------------------------
- --------------------------------
Participant's Signature
<PAGE> 4
ANNEX A
<TABLE>
<S> <C>
YOUR NAME ONLY OR YOUR AND YOUR SPOUSE'S NAME*
- ------------------------------- -------------------------------
Your name Your name
and
-------------------------------
Spouse's name
- ------------------------------- -------------------------------
Street Address Street Address
- ------------------------------- -------------------------------
City & State Zip Code City & State Zip Code
- ------------------------------- -------------------------------
Your Social Security Number Your Social Security Number
-------------------------------
Spouse's Social Security Number
</TABLE>
*AS JOINT TENANTS WITH RIGHT OF SURVIVORSHIP AND NOT AS TENANTS IN COMMON.
<PAGE> 1
EXHIBIT 4(iii)
RAMSAY HEALTH CARE, INC.
Rules
Under 1993 Employee Stock Purchase Plan
1. Capitalized terms used in these Rules shall have the
meanings set forth in the Ramsay Health Care, Inc. 1993 Employee Stock Purchase
Plan.
2. Prior to the Offering Date of the first Offering
under the Plan in which an Employee is eligible to participate, such Eligible
Employee shall be furnished with a copy of the Plan, the Rules thereunder, the
Prospectus with respect to the Plan, the Brochure for Employees describing the
Plan, and a Stock Purchase Agreement.
3. To participate in the Plan, an Eligible Employee must
deliver by hand or mail, postage prepaid, a signed Stock Purchase Agreement to
the Secretary of the Committee or his designee not less than ten business days
prior to the Offering Date on which an Offering commences.
4. Upon delivering a signed Stock Purchase Agreement in
accordance with Rule 3 hereof, an Eligible Employee shall become a Participant
in the Offering which commences on the Offering Date next succeeding the
receipt by the Secretary of the Committee of such Stock Purchase Agreement, and
subsequent Offerings, subject to withdrawal in accordance with the provisions
of the Plan. Notwith-
<PAGE> 2
2
standing the foregoing, an Eligible Employee shall become a Participant in the
Initial Offering, and subsequent Offerings, subject to withdrawal in accordance
with the provisions of the Plan, upon delivering a signed Stock Purchase
Agreement in accordance with Rule 3 hereof on or before the date designated by
the Committee for such purpose.
5. For purposes of the Plan, the effective date of any
notice thereunder by a Participant shall be the date of receipt of the notice
by the Secretary of the Committee or his designee.
6. By appropriate notice, the effective date of which is
prior to an Offering Date, a Participant may change the amount of his payroll
deductions for the Offering which commences on such Offering Date, subject to
the limitations contained in Section 6.2 of the Plan.
7. By appropriate notice, the effective date of which is
prior to an Exercise Date, a Participant may elect to have the remaining
balance in his Stock Purchase Account upon expiration of the Offering and after
any purchase of shares of Common Stock on such Exercise Date, refunded to him.
As soon as practicable following such Exercise Date, the Treasurer of the
Company shall transmit a check to the Participant for such remaining balance.
<PAGE> 3
3
8. An Eligible Employee shall designate in his Stock
Purchase Agreement that shares of Common Stock purchased under the Plan be
registered either in his name or jointly in his name and his spouse's name. By
appropriate notice, a Participant may change such designation at any time.
9. As soon as practicable following each Exercise Date,
the Company shall issue to each Participant in the Offering which expired on
such Exercise Date a statement of his Stock Purchase Account relating to such
Offering, which shall include (a) the number of shares of Common Stock
purchased during the Offering and (b) the remaining balance in his Stock
Purchase Account upon expiration of such Offering.
10. By appropriate notice, a Participant may withdraw
from the Plan at any time. If the effective date of such notice is at least
one business day prior to an Exercise Date, shares of Common Stock shall not be
purchased by the Participant on such Exercise Date pursuant to Section 10 of
the Plan. If the effective date of such notice is an Exercise Date, shares of
Common Stock shall be purchased by the Participant pursuant to Section 10 of
the Plan. Payroll deductions from a Participant's Compensation shall be
discontinued as soon as practicable following the effective date of his notice
of withdrawal. As soon as practicable
<PAGE> 4
4
following such effective date, the Treasurer of the Company shall transmit a
check to the Participant for the remaining balance in his Stock Purchase
Account.
11. If a Participant ceases to be an Employee by reason
of clause (b) or (c) of Section 2.8 of the Plan, payroll deductions from his
Compensation shall be discontinued as soon as practicable following the
effective date on which he so ceased to be an Employee. As soon as practicable
following the purchase of shares of Common Stock pursuant to Section 14 of the
Plan, the Treasurer of the Company shall transmit a check to the Participant
for the remaining balance in his Stock Purchase Account.
12. The date of determination by the Committee that a
Participant has attempted to transfer his rights to purchase shares under the
Plan shall be deemed to be the effective date of his withdrawal from the Plan.
The purchase of shares of Common Stock, the discontinuance of payroll
deductions, and the refund of the remaining balance in his Stock Purchase
Account shall be in accordance with Rule 10.
13. In the event of the expiration of the Plan pursuant
to Section 22 thereof, or termination of the Plan pursuant to Section 16, 21 or
22 thereof, as soon as practicable following such expiration or termination,
the Treasurer of the Company shall transmit a check to each
<PAGE> 5
5
Participant for the remaining balance in his Stock Purchase Account.
14. Claims of incorrect payroll deductions during an
Offering Period must be made by the Participant within 60 days after the close
of such Offering Period to the Treasurer, One Poydras Plaza, 639 Loyola Avenue,
Suite 1400, New Orleans, Louisiana 70113 (telephone: (504) 525-2505).
<PAGE> 1
EXHIBIT 4(iv)
================================================================================
RAMSAY HEALTH CARE, INC.
1993 EMPLOYEE STOCK PURCHASE PLAN
------------
Brochure for Employees
================================================================================
<PAGE> 2
HIGHLIGHTS OF THE PLAN
1. Full-time employees of the Company and its subsidiaries
(a) who have been employed for six months or more by the Company or any
subsidiary and (b) whose customary employment is more than 20 hours per week
and more than five months in any calendar year (but excluding employees who own
more than 5% of the total combined voting power or value of all classes of the
Company's or any subsidiary's stock) are eligible to participate. Each
eligible employee may elect to participate to the extent of up to 5% of each
payment of compensation received or up to $5,000 in any 12 month period,
whichever is less. The minimum deduction is $20 per month.
2. The purpose of the Plan is to assist you in the
purchase of Common Stock of the Company, which will be paid for by payroll
deductions over successive six month periods.
3. The purchase price of the Common Stock will be 85% of
the last sale price per share of the Common Stock reported on the National
Market System of the National Association of Securities Dealers Automated
Quotation System on either of the first or the last day of the six month
offering period, whichever is less. If there are no sales of the Common Stock
on any such date, the purchase price shall be determined by reference to the
average of the bid and asked prices per share on such date. The last day of
each offering period is sometimes referred to herein as the Exercise Date.
4. An employee may withdraw from the Plan during an
offering period. If the effective date of notice of withdrawal is at least one
business day prior to the Exercise Date, shares of Common Stock will not be
purchased by the employee on such Exercise Date and all amounts deducted from
the employee's compensation for the offering period will be refunded. If the
effective date of such notice is an Exercise Date, shares of Common Stock will
be purchased by the employee pursuant to the Plan. Payroll deductions from the
employee's compensation will be discontinued as soon as practicable following
the effective date of his notice of withdrawal. Whether an employee purchases
the Common Stock or withdraws from the Plan, no interest will be paid on
payroll deductions.
<PAGE> 3
2
THE PLAN
With this brochure you will receive a Prospectus containing
information about the Ramsay Health Care, Inc. 1993 Employee Stock Purchase
Plan and the Company. In addition you will receive a copy of the Plan, the
Rules of the Plan and a Stock Purchase Agreement. The offer to participate in
the Plan is made only by the Prospectus.
The Plan will permit employees to purchase the Company's Common
Stock by payroll deductions. Stock purchases will be made in a series of six
month offering periods, commencing on the first business day of the period in
which the Company commences to make payroll deductions under the Plan and then
on January 2 and July 1 of each year, with the last offering period ending on
December 31, 2003. The first offering period will end on the next succeeding
June 30 or December 31, except that if the first offering period would be less
than three months, the first offering period will end instead on the December
31 or June 30 next succeeding such June 30 or December 31. If you are a
full-time employee of the Company or any subsidiary as of the beginning of a
six month offering period and you have worked for the Company or any subsidiary
for six months or more, you are eligible to participate, unless you own more
than 5% of the combined voting power or value of the Company's outstanding
stock.
Stock Purchase Agreements will be distributed to all eligible
employees. The decision to join or not to join the Plan is entirely voluntary.
If you decide to join the Plan, you must complete and return the Stock Purchase
Agreement before the date designated by the Company for participation in the
initial offering period or, otherwise, not less than ten business days before
the first day of a subsequent six month offering period (Offering Date). A
record of all transactions will be kept in a Stock Purchase Account which will
be established in your name. No new enrollments will be accepted for a six
month offering period during such offering period.
The purchase price for each share of Common Stock will be an
amount equal to 85% of the last sale price per share of Common Stock reported
on the National Market System
<PAGE> 4
3
of the National Association of Securities Dealers Automated Quotation System on
either of the first or the last day of the six month offering period, whichever
is less. If there are no sales of the Common Stock on any such date, the
purchase price shall be determined by reference to the average of the bid and
asked prices per share on such date.
The illustration below shows how the purchase price is
determined under the Plan. Assume that an offering period begins July 1 and
ends December 31. Also assume that on July 1 the last sale price of the Common
Stock was $10.00. On December 31 the last sale price was $11.00. The purchase
price would be computed as follows:
EXAMPLE 1
<TABLE>
<CAPTION>
Last sale Last sale
July 1 December 31 Purchase Price
- --------- ------------ --------------
<S> <C> <C>
$10.00 $11.00 $8.50 (85% of $10.00)
</TABLE>
Payroll deductions will be made in accordance with your payroll
period. The minimum deduction is $20 per month and the maximum deduction
during a six month offering period is 5% of the aggregate payments of
compensation you receive during such period. The maximum deduction during any
12 month period is $5,000. The deductions will begin in the first payroll
period and continue through the last payroll period during the six months. You
will be able to withdraw from the Plan at any time during an offering period
and have any deductions under the Plan refunded to you. After you have
withdrawn from the Plan, you may re-enter the Plan for any subsequent offering
period by signing a new Stock Purchase Agreement. You are not able either to
increase or decrease the amount of deductions within the six month offering
period. If you do not withdraw from the Plan, you will purchase from the
Company at the end of such offering period the maximum number of full shares of
Common Stock, not to exceed 500 shares, that your Stock Purchase Account and
the number of shares in the Plan then available for purchase will permit, at
the purchase price for that period. A Statement of Stock Purchase Account will
be issued to you as soon as practicable after the Exercise Date. The Statement
will include the number of shares purchased during the offering period, the
remaining balance in your account,
<PAGE> 5
4
and an update on total shares held from previous offerings. You may designate
that your Common Stock be registered in your name or jointly in your name and
the name of your spouse. Whether you withdraw from the Plan or are issued
stock, no interest will be paid on the payroll deductions.
In determining the maximum amount which may be deducted during
each payroll period for a weekly salaried employee, the salary in effect for
the payroll period immediately preceding the beginning of the six month
offering period will apply. For a full-time hourly employee, the straight-time
hourly wage rate then in effect will be multiplied by 40 hours. For purposes
of the Plan, bonus pay, overtime pay and sick pay will not be used in
calculating base compensation. Wage changes during the offering period will
not be considered until the following period.
The calculations below illustrate how the maximum amount
deductible is computed for both salaried and hourly employees.
EXAMPLE 2
<TABLE>
<CAPTION>
SALARIED HOURLY
- -------- ------
<S> <C> <C> <C>
Base Salary $400.00/wk Hourly Rate $ 6.00
x 5% x 40 hours
---------- ----------
$240.00
x 5%
-------
$ 20.00 $ 12.00
======= =======
</TABLE>
This example shows that the salaried employee may have up to a maximum of
$20.00 a week, or $520.00 for an offering period ($20.00 multiplied by 26
weeks) withheld under the Plan. If we use the purchase price computed in
Example 1, this would mean that this employee would be eligible to purchase a
maximum of 61.18 shares ($520.00 divided by $8.50) during an offering period.
Since it is not possible to purchase a fraction of a share, the maximum
purchase would be reduced to 61 shares. The additional $1.53 ($8.50 x .18)
withheld would be applied toward the purchase of additional shares in the next
six month offering period or would be refunded to the employee if he decided
not to
<PAGE> 6
5
participate in the Plan during the next offering period. The hourly employee
in Example 2 may have up to a maximum of $12 a week, or $312.00 for an offering
period ($12.00 multiplied by 26 weeks) withheld under the Plan. Using the same
purchase price, this would mean that this employee would be eligible to
purchase a maximum of 36 full shares ($312.00 divided by $8.50) during an
offering period.
The Company estimates that it has reserved a sufficient number
of shares to allow all eligible employees to subscribe for shares. In the
event that on any Exercise Date the aggregate funds available for the purchase
of shares is in excess of the aggregate number of shares then available for
purchase under the Plan, the Compensation and Conflict of Interest Committee
(the "Committee") will proportionately reduce the number of shares which would
otherwise be purchased by each participant on such Exercise Date in order to
eliminate the excess. The remaining balance in a participant's Stock Purchase
Account will be refunded to him.
If a participant ceases to be an employee of the Company, the
entire credit balance in his Stock Purchase Account will be refunded to him.
If a participant otherwise becomes ineligible to participate in
the Plan, the balance in his Stock Purchase Account will be used to purchase
shares as of the next Exercise Date and any remaining balance credited to his
Account will be refunded.
Rights to purchase shares under the Plan are exercisable only by
the participant and are not transferable.
Subject to the general control of the Board of Directors, the
Committee has full power to administer the Plan. The Committee has adopted
Rules for the Plan's administration. The Committee's interpretation and
construction of the Plan and Rules will be final and conclusive.
<PAGE> 7
6
Tax Considerations
Since the operation of the Plan results in income potential for
you, you should consider the federal tax consequences of participation. Other
taxes on personal income may exist, but no effort is made to deal with them
here.
Your liability for income taxes is a personal matter and will
depend on how the income tax laws apply to you. Any questions concerning your
taxes should be directed to your tax advisor.
By participating in the Plan, you will not realize any taxable
income when you purchase shares even though your purchase price is less than
the market price. You will have taxable income as described below only when
you dispose of the shares. A disposition of the shares includes a sale, gift,
or other transfer of title.
1. If you hold the share(s) for more than two years after
the first day of the offering period in which you bought the share(s) and sell
at a profit, under present laws you will be taxed as follows:
(A) You should report as ordinary income the
lesser of:
(i) The amount by which the fair market value of the
share(s) on the date of the sale or other disposition exceeded the
price at which you bought the share(s), or
(ii) 15% of the fair market value of the share(s) on the
first day of the offering period in which you bought the share(s).
(B) You should report as capital gain:
The amount by which the sale price of the share(s) exceeded the
basis of your share(s). Your basis is equal to your purchase price
plus the amount determined in 1(A) above.
<PAGE> 8
7
2. If you hold the share(s) for less than two years after
the first day of the offering period in which you bought the share(s) and sell
at a profit, under present laws you will be taxed as follows:
(A) You should report as ordinary income: the amount by
which the fair market value of the share(s) on the last day of the offering
period exceeded the purchase price of the share(s).
(B) You should report as capital gain: the amount by which
the sale price of the share(s) exceeded the basis of your share(s). Your basis
is equal to your purchase price plus the amount determined in 2(A) above.
For a more complete discussion of the tax laws and the Plan, you
should refer to the appropriate section of the Prospectus for the Plan and
consult your tax advisor.
THE FOREGOING DESCRIPTION OF THE PLAN IS SUBJECT TO THE
PROVISIONS OF THE PLAN AND THE RELATED RULES AND IN THE CASE OF ANY CONFLICT
WITH THIS DESCRIPTION, THE PROVISIONS OF THE PLAN AND THE RULES WILL CONTROL.
<PAGE> 1
EXHIBIT 4(v)
RAMSAY HEALTH CARE, INC.
1993 STOCK OPTION PLAN
1. Purposes of Plan. The purposes of this Plan, which
shall be known as the Ramsay Health Care, Inc. 1993 Stock Option Plan and is
hereinafter referred to as the "Plan", are (i) to provide incentives for key
employees, directors, consultants and other individuals providing services to
Ramsay Health Care, Inc., (the "Company") and its subsidiary or parent
corporations (within the respective meanings of Sections 424(f) and 424(e) of
the Internal Revenue Code of 1986, as amended (the "Code"), and referred to
herein as "Subsidiary" and "Parent", respectively) by encouraging their
ownership of the common stock, $.01 par value, of the Company (the "Stock") and
(ii) to aid the Company in retaining such key employees, directors, consultants
and other individuals upon whose efforts the Company's success and future
growth depends, and attracting other such employees, directors, consultants and
other individuals.
2. Administration. The Plan shall be administered by a
Committee (the "Committee") of the Board of Directors, as hereinafter provided.
For purposes of administration, the Committee, subject to the terms of the
Plan, shall have plenary authority to establish such rules and regulations, to
make such determinations and interpretations, and to take such other
administrative actions as it deems necessary or advisable. All determinations
and interpretations made by the Committee shall be final, conclusive and
binding on all persons, including Optionees and their legal representatives and
beneficiaries.
The Committee shall be appointed from time to time by the
Board of Directors and shall consist of not fewer than three of its members.
Unless otherwise determined by the Board of Directors, no member of the Board
of Directors who serves on the Committee shall be eligible to participate in
the Plan. The Board of Directors shall designate one of the members of the
Committee as its Chairman. The Committee shall hold its meetings at such times
and places as it may determine. A majority of its members shall constitute a
quorum. All determinations of the Committee shall be made by a majority of its
members. Any decision or determination reduced to writing and signed by all
members shall be as effective as if it had been made by a majority vote at a
meeting duly called and held. The Committee may appoint a secretary (who need
not be a member of the Committee). No member of the Committee shall be liable
for any act or omission with respect to his service on the Committee, if he
acts in good faith and in a manner he reasonably believes to be in or not
opposed to the best interests of the Company.
3. Stock Available for Options. There shall be
available for options under the Plan a total of 350,000 shares of Stock,
subject to any adjustments which may be made pursuant to Section 5(f) hereof.
Shares of Stock used for purposes of the Plan may be either authorized and
unissued shares, or previously issued shares held in the treasury of the
<PAGE> 2
2
Company, or both. Shares of Stock covered by options which have terminated or
expired prior to exercise shall be available for further options hereunder.
4. Eligibility. Options under the Plan may be granted
to key employees of the Company or any Subsidiary or Parent, including officers
or directors of the Company or any Subsidiary or Parent, and to directors,
consultants and other individuals providing services to the Company or any
Subsidiary or Parent. Options may be granted to eligible individuals whether
or not they hold or have held options previously granted under the Plan or
otherwise granted or assumed by the Company. In selecting individuals for
options, the Committee may take into consideration any factors it may deem
relevant, including its estimate of the individual's present and potential
contributions to the success of the Company and its Subsidiaries. Service as a
director, officer or consultant of or to the Company or any Parent or
Subsidiary shall be considered employment for purposes of the Plan (and the
period of such service shall be considered the period of employment for
purposes of Section 5(d) of this Plan); provided, however, that incentive stock
options may be granted under the Plan only to an individual who is an
"employee" (as such term is used in Section 422 of the Code) of the Company or
any Subsidiary or Parent.
5. Terms and Conditions of Options. The Committee
shall, in its discretion, prescribe the terms and conditions of the options to
be granted hereunder, which terms and conditions need not be the same in each
case, subject to the following:
(a) Option Price. The price at which each share of Stock
covered by an option granted under the Plan may be purchased shall be
determined by the Committee and shall not be less than the market value per
share of Stock on the date of grant of the option. The date of grant of an
option shall be the date specified by the Committee in its grant of the option.
(b) Option Period. The period for exercise of an option
shall in no event be more than ten years from the date of grant, or in the case
of any option intended to be an incentive stock option granted to an individual
owning, on the date of grant, stock possessing more than 10% of the total
combined voting power of all classes of stock of the Company or any Parent or
Subsidiary, more than five years from the date of grant. Options may, in the
discretion of the Committee, be made exercisable in installments during the
option period. Any shares not purchased on any applicable installment date may
be purchased thereafter at any time before the expiration of the option period.
(c) Exercise of Options. In order to exercise an option,
the Optionee shall deliver to the Company written notice specifying the number
of shares of Stock to be purchased, together with cash or a certified or bank
cashier's check payable to the order of the Company in the full amount of the
purchase price therefor; provided that, for the purpose of assisting an
Optionee to exercise an option, the Company may make loans to the Optionee
<PAGE> 3
3
or guarantee loans made by third parties to the Optionee, on such terms and
conditions as the Board of Directors may authorize; and provided further that
such purchase price may be paid in shares of Stock owned by the Optionee having
a market value on the date of exercise equal to the aggregate purchase price,
or in a combination of cash and Stock. For purposes of this Section 5(c), the
market value per share of Stock shall be the last sale price regular way on the
date of reference, or, in case no sale takes place on such date, the average of
the closing high bid and low asked prices regular way, in either case on the
principal national securities exchange on which the Stock is listed or admitted
to trading, or if the Stock is not listed or admitted to trading on any
national securities exchange, the last sale price reported on the National
Market System of the National Association of Securities Dealers Automated
Quotation System ("NASDAQ") on such date, or the average of the closing high
bid and low asked prices of the Stock in the over-the-counter market reported
on NASDAQ on such date, whichever is applicable, or if there are no such prices
reported on NASDAQ on such date, as furnished to the Committee by any New York
Stock Exchange member selected from time to time by the Committee for such
purpose. If there is no bid or asked price reported on any such date, the
market value shall be determined by the Committee in accordance with the
regulations promulgated under Section 2031 of the Code, or by any other
appropriate method selected by the Committee. If the Optionee so requests,
shares of Stock purchased upon exercise of an option may be issued in the name
of the Optionee or another person. An Optionee shall have none of the rights
of a stockholder until the shares of Stock are issued to him.
(d) Effect of Termination of Employment. An option may
not be exercised after the Optionee has ceased to be in the employ of the
Company or any Subsidiary or Parent, except in the following circumstances:
(i) If the Optionee's employment is terminated by action
of his employer, or by reason of disability or retirement under any
retirement plan maintained by the Company or any Subsidiary or Parent,
the option may be exercised by the Optionee within three months after
such termination, but only as to any shares exercisable on the date
the Optionee's employment so terminates;
(ii) In the event of the death of the Optionee during the
three month period after termination of employment covered by (i)
above, the person or persons to whom his rights are transferred by
will or the laws of descent and distribution shall have a period of
one year from the date of his death to exercise any options which were
exercisable by the Optionee at the time of his death;
(iii) In the event of the death of the Optionee while
employed, the option shall thereupon become exercisable in full, and
the person or persons to whom the Optionee's rights are transferred by
will or the laws of descent and distribution shall have a period of
one year from the date of the Optionee's death to exercise such
<PAGE> 4
4
option. The provisions of the foregoing sentence shall apply to any
outstanding options which are incentive stock options to the extent
permitted by Section 422(d) of the Code and such outstanding options
in excess thereof shall, immediately upon the occurrence of the event
described in the preceding sentence, be treated for all purposes of
the Plan as nonstatutory stock options and shall be immediately
exercisable as such as provided in the foregoing sentence.
In no event shall any option be exercisable more than ten
years from the date of grant thereof. Nothing in the Plan or in any option
granted pursuant to the Plan (in the absence of an express provision to the
contrary) shall confer on any individual any right to continue in the employ of
the Company or any Subsidiary or Parent or interfere in any way with the right
of the Company to terminate his employment at any time.
(e) Nontransferability of Options. During the lifetime
of an Optionee, options held by such Optionee shall be exercisable only by him.
No option shall be transferable other than by will or the laws of descent and
distribution.
(f) Adjustments for Change in Stock Subject to Plan. In
the event of a reorganization, recapitalization, stock split, stock dividend,
combination of shares, merger, consolidation, rights offering, or any other
change in the corporate structure or shares of the Company, (i) except as
provided in (ii) below, the Committee shall make such adjustments, if any, as
it deems appropriate in the number and kind of shares subject to the Plan, in
the number and kind of shares covered by outstanding options, or in the option
price per share, or both and (ii) the Board of Directors of the Company shall
make such adjustments, if any, as it deems appropriate in the maximum number of
shares which may be subject to options granted to all directors of the Company
and in the maximum number of shares which may be subject to options granted to
each director, in each case pursuant to Section 5(j), in the number and kind of
shares covered by outstanding options, or in the option price per share, or
both, with respect to options held by directors of the Company.
(g) Acceleration of Exercisability of Options Upon
Occurrence of Certain Events. In connection with any merger or consolidation
in which the Company is not the surviving corporation and which results in the
holders of the outstanding voting securities of the Company (determined
immediately prior to such merger or consolidation) owning less than a majority
of the outstanding voting securities of the surviving corporation (determined
immediately following such merger or consolidation), or any sale or transfer by
the Company of all or substantially all its assets or any tender offer or
exchange offer for or the acquisition, directly or indirectly, by any person or
group of all or a majority of the then outstanding voting securities of the
Company, all outstanding options under the Plan shall become exercisable in
full, notwithstanding any other provision of the Plan or of any outstanding
options granted thereunder, on and after (i) the fifteenth day prior to the
effective date of such merger, consolidation, sale, transfer or acquisition or
(ii) the date of
<PAGE> 5
5
commencement of such tender offer or exchange offer, as the case may be. The
provisions of the foregoing sentence shall apply to any outstanding options
which are incentive stock options to the extent permitted by Section 422(d) of
the Code and such outstanding options in excess thereof shall, immediately upon
the occurrence of the event described in clause (i) or (ii) of the foregoing
sentence, be treated for all purposes of the plan as nonstatutory stock options
and shall be immediately exercisable as such as provided in the foregoing
sentence. Notwithstanding the foregoing, in no event shall any option be
exercisable after the date of termination of the exercise period of such option
specified in Sections 5(b), 5(d) and 5(j)(2).
(h) Registration, Listing and Qualification of Shares of
Stock. Each option shall be subject to the requirement that if at any time the
Board of Directors shall determine that the registration, listing or
qualification of the shares of Stock covered thereby upon any securities
exchange or under any federal or state law, or the consent or approval of any
governmental regulatory body is necessary or desirable as a condition of, or in
connection with, the granting of such option or the purchase of shares of Stock
thereunder, no such option may be exercised unless and until such registration,
listing, qualification, consent or approval shall have been effected or
obtained free of any conditions not acceptable to the Board of Directors. The
Company may require that any person exercising an option shall make such
representations and agreements and furnish such information as it deems
appropriate to assure compliance with the foregoing or any other applicable
legal requirement.
(i) Other Terms and Conditions. The Committee may impose
such other terms and conditions, not inconsistent with the terms hereof, on the
grant or exercise of options, as it deems advisable.
(j) Terms and Conditions of Options Granted to Directors.
Notwithstanding any provision contained in the Plan to the contrary, during any
period when any member of the Committee shall not be a "disinterested person"
as defined in Rule 16b-3 under the Securities Exchange Act of 1934, as such
Rule was in effect at April 30, 1991, then, the terms and conditions of options
granted under the Plan to any director of the Company during such period shall
be as follows:
(1) The price at which each share of Stock subject to an
option may be purchased shall, subject to any adjustments which may be made
pursuant to Section 5(f), in no event be less than the market value per share
of Stock on the date of grant, and provided further that in the event the
option is intended to be an incentive stock option pursuant to Section 6 and
the Optionee owns on the date of grant securities possessing more than 10% of
the total combined voting power of all classes of securities of the Company or
of any Parent or Subsidiary, the price per share shall not be less than 110% of
the market value per share of Stock on the date of grant.
<PAGE> 6
6
(2) The option may be exercised to purchase shares of
Stock covered by the option not sooner than six months following the date of
grant. The option shall terminate and no shares of Stock may be purchased
thereunder more than ten years after the date of grant, provided that if the
option is intended to be an incentive stock option pursuant to Section 6 and
the Optionee owns on the date of grant stock possessing more than 10% of the
total combined voting power of all classes of securities of the Company or of
any Parent or Subsidiary, the option shall terminate and no shares of Stock may
be purchased thereunder more than five years after the date of grant.
(3) The maximum number of shares of Stock which may be
subject to options granted to all directors pursuant to this Section 5(j) shall
be 350,000 shares in the aggregate and the maximum number of shares of Stock
which may be subject to options granted to any director (including any options
granted under the Plan to a director in his position as an officer or employee
of the Company) shall be 200,000 shares.
(k) Reload Options. If upon the exercise of an option
granted under the Plan (the "Original Option") the Optionee pays the purchase
price for the Original Option pursuant to Section 5(c) in whole or in part in
shares of Stock owned by the Optionee for at least six months, the Company
shall grant to the Optionee on the date of such exercise an additional option
under the Plan (the "Reload Option") to purchase that number of shares of Stock
equal to the number of shares of Stock so held for at least six months
transferred to the Company in payment of the purchase price in the exercise of
the Original Option. The price at which each share of Stock covered by the
Reload Option may be purchased shall be the market value per share of Stock (as
specified in Section 5(c)) on the date of exercise of the Original Option. The
Reload Option shall not be exercisable until one year after the date the Reload
Option is granted or after the expiration date of the Original Option. Upon
the payment of the purchase price for a Reload Option granted hereunder in
whole or in part in shares of Stock held for more than six months pursuant to
Section 5(c), the Optionee is entitled to receive a further Reload Option in
accordance with this Section 5(k). Shares of Stock covered by a Reload Option
shall not reduce the number of shares of Stock available under the Plan
pursuant to Section 3 and, in the case of Reload Options granted to a director,
the number of shares of Stock available to directors, individually and in the
aggregate, under the Plan pursuant to Section 5(j)(3).
6. Additional Provisions Applicable to Incentive Stock
Options. The Committee may, in its discretion, grant options under the Plan to
eligible employees which constitute "incentive stock options" within the
meaning of Section 422 of the Code, provided, however, that (a) the aggregate
market value of the Stock with respect to which incentive stock options are
exercisable for the first time by the Optionee during any calendar year shall
not exceed the limitation set forth in Section 422(d) of the Code and (b) if
the Optionee owns on the date of grant securities possessing more than 10% of
the total combined voting power
<PAGE> 7
7
of all classes of securities of the Company or of any Parent or Subsidiary, the
price per share shall not be less than 110% of the market value per share on
the date of grant.
7. Amendment and Termination. Unless the Plan shall
theretofore have been terminated as hereinafter provided, the Plan shall
terminate on, and no option shall be granted hereunder after, November 1, 2003;
provided, however, that the Board of Directors may at any time prior to that
date terminate the Plan. The Board of Directors may at any time amend the
Plan; provided, however, that, except as contemplated in Section 5(f), the
Board of Directors shall not, without approval by a majority of the votes cast
thereon by the stockholders of the Company at a meeting of stockholders at
which a proposal to amend the Plan is voted upon, (i) increase the maximum
number of shares of Stock for which options may be granted under the Plan, (ii)
change the minimum option prices, (iii) extend the period during which options
may be granted or exercised, or (iv) except as otherwise provided in the Plan,
amend the requirements as to the class of employees eligible to receive
options. No termination or amendment of the Plan may, without the consent of
an Optionee, adversely affect the rights of such Optionee under any option held
by such Optionee.
8. Effectiveness of Plan. The Plan will not be made
effective unless approved at a meeting of stockholders of the Company duly
called and held for such purpose by a majority of the votes cast thereon by the
stockholders of the Company, and no option granted hereunder shall be
exercisable prior to such approval.
9. Withholding. It shall be a condition to the
obligation of the Company to issue shares of Stock upon exercise of an option,
that the Optionee (or any beneficiary or person entitled to act under Section
5(d) hereof) pay to the Company, upon its demand, such amount as may be
requested by the Company for the purpose of satisfying any liability to
withhold federal, state or local income or other taxes. If the amount
requested is not paid, the Company may refuse to issue such shares of Stock.
10. Other Actions. Nothing contained in the Plan shall
be construed to limit the authority of the Company to exercise its corporate
rights and powers, including but not by way of limitation, the right of the
Company to grant or assume options for proper corporate purposes other than
under the Plan with respect to any employee or other person, firm, corporation
or association.
<PAGE> 1
EXHIBIT 4(vi)
RAMSAY HEALTH CARE, INC.
Stock Option Certificate
Under 1993 Stock Option Plan
Date of Grant:
Name of Optionee:
Number of Shares:
Price Per Share:
This is to certify that, effective on the date of grant
specified above, the Compensation and Conflict of Interest Committee (the
"Committee") of the Board of Directors of Ramsay Health Care, Inc. (the
"Company") has granted to the above-named optionee (the "Optionee") an option
to purchase from the Company, for the price per share set forth above, the
number of shares of Common Stock, $.01 par value (the "Stock"), of the Company
set forth above pursuant to the Ramsay Health Care, Inc. 1993 Stock Option Plan
(the "Plan"). This option is not intended to be treated as an "incentive stock
option" within the meaning of Section 422 of the Internal Revenue Code of 1986,
as amended (the "Code").
The terms and conditions of the option granted hereby, in
addition to the terms and conditions contained in the Plan, are as follows:
<PAGE> 2
2
1. The price at which each share of Stock subject to
this option may be purchased shall be the price set forth above, subject to any
adjustments which may be made pursuant to Section 9 hereof, provided that it
shall in no event be less than the par value per share of Stock.
2. Subject to the terms and conditions set forth herein,
this option may be exercised to purchase shares of Stock covered by this option
only in accordance with the following schedule:
<TABLE>
<S> <C>
Cumulative Percentage
of Aggregate Number of
Shares of Stock Covered
by Option which May Be
Exercise Period Purchased
--------------- -----------------------
</TABLE>
less, in the case of each exercise period, the number of shares of Stock, if
any, previously purchased hereunder. This option shall terminate and no shares
of Stock may be purchased hereunder more than ten years after the date of
grant.
3. Except as provided in Section 7 hereof, this option may
not be exercised unless the Optionee is an employee, director or consultant of,
or an individual providing services to, the Company or one of its parent or
<PAGE> 3
3
subsidiary corporations (within the meaning of Section 424(e) and (f) of the
Code, and referred to herein as "Parent" and "Subsidiary", respectively) at the
time of such exercise and shall have been such employee, director, consultant
or service provider continuously since the date of grant of this option.
4. Subject to the terms and conditions set forth herein,
the Optionee may exercise this option at any time as to all or any of the
shares of Stock then purchasable in accordance with Section 2 hereof by
delivering to the Company written notice specifying:
(i) the number of whole shares of Stock to be purchased
together with payment in full of the aggregate option price of such
shares, provided that this option may not be exercised for less than
ten (10) shares of Stock or the number of shares of Stock remaining
subject to option, whichever is smaller;
(ii) the name or names in which the stock certificate or
certificates are to be registered;
(iii) the address to which dividends, notices, reports,
etc. are to be sent; and
(iv) the Optionee's social security number.
Only one stock certificate will be issued unless the Optionee otherwise
requests in writing. Payment shall be in cash, or by certified or bank
cashier's check payable to the order of the Company, free from all collection
charges; provided, however, that payment may be made in shares of Stock owned
by the Optionee having a market value on the date of exercise equal to the
aggregate purchase price, or
<PAGE> 4
4
in a combination of cash and Stock. For purposes of this option and the Plan,
the market value per share of Stock shall be the last sale price regular way on
the date of reference, or, in case no sale takes place on such date, the
average of the closing high bid and low asked prices regular way, in either
case on the principal national securities exchange on which the Stock is listed
or admitted to trading, or if the Stock is not listed or admitted to trading on
any national securities exchange, the last sale price reported on the National
Market System of the National Association of Securities Dealers Automated
Quotation System ("NASDAQ") on such date, or the average of the closing high
bid and low asked prices of the Stock in the over-the-counter market reported
on NASDAQ on such date, whichever is applicable, or if there are no such prices
reported on NASDAQ on such date, as furnished to the Committee by any New York
Stock Exchange member selected from time to time by the Committee for such
purpose. If there is no bid or asked price reported on any such date, the
market value shall be determined by the Committee in accordance with the
regulations promulgated under Section 2031 of the Code, or by any other
appropriate method selected by the Committee. If the Optionee so requests,
shares of Stock purchased upon exercise of an option may be issued in the name
of the Optionee or another person. No
<PAGE> 5
5
Optionee shall be entitled to any rights as a stockholder of the Company in
respect of any shares of Stock covered by this option until such shares of
Stock shall have been paid for in full and issued to the Optionee.
5. As soon as practicable after the Company receives
payment for shares of Stock covered by this option, it shall deliver a
certificate or certificates representing the shares of Stock so purchased to
the Optionee. Such certificate shall be registered in the name of the
Optionee, or in such other name or names as the Optionee shall request.
6. This option is personal to the Optionee and during the
Optionee's lifetime may be exercised only by the Optionee. This option shall
not be transferable other than by will or the laws of descent and distribution.
7. In the event that the Optionee's employment with the
Company or any Subsidiary or Parent (hereinafter the "Optionee's employment")
is terminated prior to the time that this option has been fully exercised, this
option shall be exercisable, as to any remaining shares of Stock subject
hereto, only in the following circumstances:
(i) If the Optionee's employment is terminated by action
of his employer, or by reason of disability or retirement under
any retirement plan maintained by the Company or any Subsidiary or
Parent, this option may be exercised by the Optionee within three
months after such termination, but only as to any shares exercisable
on the date the Optionee's employment so terminates;
<PAGE> 6
6
(ii) In the event of the death of the Optionee during
the three month period after termination of the Optionee's employment
covered by (i) above, the person or persons to whom his rights are
transferred by will or the laws of descent and distribution shall have
a period of one year from the date of his death to exercise any
options which were exercisable by the Optionee at the time of his
death; and
(iii) In the event of the death of the Optionee during
the period of the Optionee's employment, the option shall thereupon
become exercisable in full, and the person or persons to whom the
Optionee's rights are transferred by will or the laws of descent and
distribution shall have a period of one year from the date of the
Optionee's death to exercise such option.
Notwithstanding the foregoing, this option shall in no event be exercisable
after the date of termination of such option specified in Section 2 hereof.
The period of the Optionee's service as a director or consultant to the Company
shall be deemed the period of employment for purposes of this Section 7.
8. This option does not confer on the Optionee any right
to continue in the employ of, or other service with, the Company or interfere
in any way with the right of the Company to determine the terms of the
Optionee's employment or service.
9. In the event of a reorganization, recapitalization,
stock split, stock dividend, combination of shares, merger, consolidation,
rights offering, or any other change in the corporate structure or shares of
the Company, the Committee shall make such adjustments, if any, as it deems
appropriate in the number and kind of shares
<PAGE> 7
7
covered by this option, or in the option price per share hereunder, or both.
10. In connection with any merger or consolidation in which
the Company is not the surviving corporation and which results in the holders
of the outstanding voting securities of the Company (determined immediately
prior to such merger or consolidation) owning less than a majority of the
outstanding voting securities of the surviving corporation (determined
immediately following such merger or consolidation), or any sale or transfer by
the Company of all or substantially all of its assets or any tender offer or
exchange offer for, or the acquisition, directly or indirectly, by any person
or group of all or a majority of the then outstanding voting securities of the
Company, this option shall become exercisable in full, on and after (i) the
fifteenth day prior to the effective date of such merger, consolidation, sale,
transfer or acquisition or (ii) the date of commencement of such tender offer
or exchange offer, as the case may be. Notwithstanding the foregoing, in no
event shall this option be exercisable after the date of termination of the
exercise period of this option specified in Sections 2 and 7 hereof.
11. This option shall be subject to the requirement that if
at any time the Board of Directors shall determine that the registration,
listing or qualification of
<PAGE> 8
8
the shares of Stock covered hereby upon any securities exchange or under any
federal or state law, or the consent or approval of any governmental regulatory
body is necessary or desirable as a condition of, or in connection with, the
granting of this option or the purchase of shares of Stock hereunder, this
option may not be exercised unless and until such registration, listing,
qualification, consent or approval shall have been effected or obtained free of
any conditions not acceptable to the Board of Directors. The Committee may
require that the person exercising this option shall make such representations
and agreements and furnish such information as it deems appropriate to assure
compliance with the foregoing or any other applicable legal requirements.
12. This option and the terms and conditions herein set
forth are subject in all respects to the terms and conditions of the Plan,
which shall be controlling. All interpretations or determinations of the
Committee shall be binding and conclusive upon the Optionee and his legal
representatives on any question arising hereunder.
13. It shall be a condition to the obligation of the
Company to issue shares of Stock upon exercise of this option, that the
Optionee (or any beneficiary or person entitled to act under Section 7 hereof)
pay to the Company, upon its demand, such amount as may be requested by the
<PAGE> 9
9
Company for the purpose of satisfying any liability to withhold federal, state
or local income or other taxes.
14. All notices hereunder to the Company shall be delivered
or mailed to the following address:
Ramsay Health Care, Inc.
One Poydras Plaza
639 Loyola Avenue, Suite 1400
New Orleans, Louisiana 70113
Attention: Secretary, Compensation
and Conflict of Interest Committee
Such address for the service of notices may be changed at any time provided
notice of such change is furnished in advance to the Optionee.
RAMSAY HEALTH CARE, INC.
By
----------------------------
<PAGE> 1
EXHIBIT 4(vii)
RAMSAY HEALTH CARE, INC.
Incentive Stock Option Certificate
Under 1993 Stock Option Plan
Date of Grant:
Name of Optionee:
Number of Shares:
Price Per Share:
This is to certify that, effective on the date of grant
specified above, the Compensation and Conflict of Interest Committee (the
"Committee") of the Board of Directors of Ramsay Health Care, Inc. (the
"Company") has granted to the above-named optionee (the "Optionee") an option
to purchase from the Company, for the price per share set forth above, the
number of shares of Common Stock, $.01 par value (the "Stock"), of the Company
set forth above pursuant to the Ramsay Health Care, Inc. 1993 Stock Option Plan
(the "Plan"). This option is granted pursuant to Section 6 of the Plan and
shall be treated as an "incentive stock option" within the meaning of Section
422 of the Internal Revenue Code of 1986, as amended (the "Code").
The terms and conditions of the option granted hereby, in
addition to the terms and conditions contained in the Plan, are as follows:
<PAGE> 2
2
1. The price at which each share of Stock subject to this
option may be purchased shall be the price set forth above, subject to any
adjustments which may be made pursuant to Section 9 hereof, provided that it
shall in no event be less than the market value (as determined pursuant to
Section 4 hereof) per share of Stock on the date of grant, and provided further
that in the event the Optionee owns on the date of grant Stock possessing more
than 10% of the total combined voting power of all classes of stock of the
Company or of any Parent or Subsidiary corporations (within the meaning of
Section 424(e) and (f) of the Code and referred to herein as "Parent" and
"Subsidiary", respectively), the price per share shall not be less than 110% of
the market value per share of Stock on the date of grant.
2. Subject to the terms and conditions set forth herein,
this option may be exercised to purchase shares of Stock covered by this option
only in accordance with the following schedule:
<TABLE>
<S> <C>
Cumulative Percentage
of Aggregate Number of
Shares of Stock Covered
by Option Which May Be
Exercise Period Purchased
--------------- -----------------------
</TABLE>
<PAGE> 3
3
less, in the case of each exercise period, the number of shares of Stock, if
any, previously purchased hereunder. This option shall terminate and no shares
of Stock may be purchased hereunder more than ten years after the date of
grant, provided that if the Optionee owns on the date of grant stock possessing
more than 10% of the total combined voting power of all classes of stock of the
Company or of any Parent or Subsidiary, this Option shall terminate and no
shares of stock may be purchased hereunder more than five years after the date
of grant.
3. Except as provided in Section 7 hereof, this option may
not be exercised unless the Optionee is an employee, director or consultant of,
or an individual providing services to, the Company or any of its Parent or
Subsidiary corporations at the time of such exercise and shall have been such
employee, director, consultant or service provider continuously since the date
of the grant of this option.
4. Subject to the terms and conditions set forth herein,
the Optionee may exercise this option at any time as to all or any of the
shares of Stock then purchasable in accordance with Section 2 hereof by
delivering to the Company written notice specifying:
(i) the number of whole shares of Stock to be purchased
together with payment in full of the aggregate option price of such
shares, provided that this option may not be exercised for less than
ten (10) shares of
<PAGE> 4
4
Stock or the number of shares of Stock remaining subject to this
option, whichever is smaller;
(ii) the name or names in which the stock certificate
or certificates are to be registered;
(iii) the address to which dividends, notices, reports,
etc. are to be sent; and
(iv) the Optionee's social security number.
Only one stock certificate will be issued unless the Optionee otherwise
requests in writing. Payment shall be in cash, or by certified or bank
cashier's check payable to the order of the Company, free from all collection
charges; provided, however, that payment may be made in shares of Stock owned
by the Optionee having a market value on the date of exercise equal to the
aggregate purchase price, or in a combination of cash and Stock. For purposes
of the Plan, the market value per share of Stock shall be the last sale price
regular way on the date of reference, or, in case no sale takes place on such
date, the average of the closing high bid and low asked prices regular way, in
either case on the principal national securities exchange on which the Stock is
listed or admitted to trading, or if the Stock is not listed or admitted to
trading on any national securities exchange, the last sale price reported on
the National Market System of the National Association of Securities Dealers
Automated Quotation System ("NASDAQ") on such date, or the average of the
closing high bid and low asked prices of the Stock in the over-the-counter
market reported on
<PAGE> 5
5
NASDAQ on such date, whichever is applicable, or if there are no such prices
reported on NASDAQ on such date, as furnished to the Committee by any New York
Stock Exchange member selected from time to time by the Committee for such
purpose. If there is no bid or asked price reported on any such date, the
market value shall be determined by the Committee in accordance with the
regulations promulgated under Section 2031 of the Code, or by any other
appropriate method selected by the Committee. If the Optionee so requests,
shares of Stock purchased upon exercise of an option may be issued in the name
of the Optionee or another person. No Optionee shall be entitled to any rights
as a stockholder of the Company in respect of any shares of Stock covered by
this option until such shares of Stock shall have been paid for in full and
issued to the Optionee.
5. As soon as practicable after the Company receives
payment for shares of Stock covered by this option, it shall deliver a
certificate or certificates representing the shares of Stock so purchased to
the Optionee. Such certificate shall be registered in the name of the
Optionee, or in such other name or names as the Optionee shall request.
6. This option is personal to the Optionee and during the
Optionee's lifetime may be exercised only by the
<PAGE> 6
6
Optionee. This option shall not be transferable other than by will or the laws
of descent and distribution.
7. In the event that the Optionee's employment with the
Company or any Subsidiary or Parent (hereinafter the "Optionee's employment")
is terminated prior to the time that this option has been fully exercised,
this option shall be exercisable, as to any remaining shares of Stock subject
hereto, only in the following circumstances:
(i) If the Optionee's employment is terminated by action of his
employer, or by reason of disability or retirement under any retirement
plan maintained by the Company or any Subsidiary or Parent, this
option may be exercised by the Optionee within three months after such
termination, but only as to any shares exercisable on the date the
Optionee's employment so terminates; and
(ii) In the event of the death of the Optionee during the period
of the Optionee's employment, this option shall thereupon become
exercisable in full, and the person or persons to whom the Optionee's
rights are transferred by will or the laws of descent and distribution
shall have a period of one year from the date of the Optionee's death
to exercise such option. The provisions of the foregoing sentence
shall apply to this option to the extent permitted by Section 422(d)
of the Code and any options in excess thereof shall, immediately upon
the occurrence of the event described in the foregoing sentence, be
treated for all purposes of the Plan as nonstatutory stock options and
shall be immediately exercisable as such as provided in the foregoing
sentence.
Notwithstanding the foregoing, this option shall in no event be exercisable
after the date of termination of such option specified in Section 2 hereof.
8. This option does not confer on the Optionee any right
to continue in the employ of, or other service
<PAGE> 7
7
with, the Company or interfere in any way with the right of the Company to
determine the terms of the Optionee's employment or service.
9. In the event of a reorganization, recapitalization,
stock split, stock dividend, combination of shares, merger, consolidation,
rights offering, or any other change in the corporate structure or shares of
the Company, the Committee shall make such adjustments, if any, as
it deems appropriate in the number and kind of shares covered by this option,
or in the option price per share hereunder, or both.
10. In connection with any merger or consolidation in which
the Company is not the surviving corporation and which results in the holders
of the outstanding voting securities of the Company (determined immediately
prior to such merger or consolidation) owning less than a majority of the
outstanding voting securities of the surviving corporation (determined
immediately following such merger or consolidation), or any sale or transfer by
the Company of all or substantially all its assets or any tender offer or
exchange offer for, or the acquisition, directly or indirectly, by any person
or group of all or a majority of the then outstanding voting securities of the
Company, this option shall become exercisable in full, on and after (i) the
fifteenth day prior to the effective date of such
<PAGE> 8
8
merger, consolidation, sale, transfer or acquisition or (ii) the date of
commencement of such tender offer or exchange offer, as the case may be. The
provisions of the foregoing sentence shall apply to this option to the extent
permitted by Section 422(d) of the Code and any part of this option in excess
thereof shall, immediately upon the occurrence of the event described in clause
(i) or (ii) of the foregoing sentence, be treated for all purposes as a
nonstatutory stock option and shall be immediately exercisable as such as
provided in the foregoing sentence. Notwithstanding the foregoing, in no event
shall this option be exercisable after the date of termination of the exercise
period of this option specified in Sections 2 and 7 hereof.
11. This option shall be subject to the requirement that if
at any time the Board of Directors shall determine that the registration,
listing or qualification of the shares of Stock covered hereby upon any
securities exchange or under any federal or state law, or the consent or
approval of any governmental regulatory body is necessary or desirable as a
condition of, or in connection with, the granting of this option or the
purchase of shares of Stock hereunder, this option may not be exercised unless
and until such registration, listing, qualification, consent or approval shall
have been effected or obtained free of any conditions not acceptable to the
Board of Directors. The
<PAGE> 9
9
Committee may require that the person exercising this option shall make such
representations and agreements and furnish such information as it deems
appropriate to assure compliance with the foregoing or any other applicable
legal requirements.
12. This option and the terms and conditions herein set
forth are subject in all respects to the terms and conditions of the Plan,
which shall be controlling. All interpretations or determinations of the
Committee shall be binding and conclusive upon the Optionee and his legal
representatives on any question arising hereunder or under the Plan.
13. By acceptance of this option, the Optionee agrees that
in the event the Optionee sells or otherwise disposes of any shares of Stock
subject to this option on or prior to (i) the date two years from the date of
the grant of this option, or (ii) the date one year from the date of the
transfer of any of such shares to him pursuant to the exercise of this option
or any portion thereof, the Optionee shall promptly upon the occurrence of any
such event (x) give notice to the Company of the occurrence thereof, which
notice shall specify the manner in which such shares of Stock were sold or
disposed of and the consideration received therefor, and (y) furnish to the
Company such other information as may reasonably be requested by the Company.
<PAGE> 10
10
14. It shall be a condition to the obligation of the
Company to issue shares of Stock upon exercise of this option, that the
Optionee (or any beneficiary or person entitled to act under Section 7 hereof)
pay to the Company, upon its demand, such amount as may be requested by the
Company for the purpose of satisfying any liability to withhold federal, state
or local income or other taxes.
15. All notices hereunder to the Company shall be delivered
or mailed to the following address:
Ramsay Health Care, Inc.
One Poydras Plaza
639 Loyola Avenue, Suite 1400
New Orleans, Louisiana 70113
Attention: Secretary, Compensation and
Conflict of Interest Committee
Such address for the service of notices may be changed at any time provided
notice of such change is furnished in advance to the Optionee.
RAMSAY HEALTH CARE, INC.
By
----------------------------
<PAGE> 1
EXHIBIT 5
[HAYTHE & CURLEY LETTERHEAD]
April 5, 1994
Ramsay Health Care, Inc.
One Poydras Plaza
639 Loyola Avenue, Suite 1400
New Orleans, Louisiana 70113
Dear Sir or Madam:
We have acted as counsel for Ramsay Health Care, Inc., a
Delaware corporation (the "Company"), in connection with the registration
statement on Form S-8 being filed by the Company under the Securities Act of
1933 with respect to 100,000 shares (the "Purchase Plan Shares") of the
Company's common stock, $.01 par value (the "Common Stock"), which have been or
are to be offered by the Company pursuant to the Company's 1993 Employee Stock
Purchase Plan (the "Stock Purchase Plan") and 350,000 shares (the "Option Plan
Shares") of Common Stock which have been or are to be offered by the Company
pursuant to the Company's 1993 Stock Option Plan (the "Stock Option Plan").
In connection with such registration statement, we have
examined such records and documents and such questions of law as we have deemed
appropriate for purposes of this opinion. On the basis of such examination, we
advise you that in our opinion:
(1) the Company has been duly incorporated and is validly
existing as a corporation in good standing under the laws of the State
of Delaware;
(2) the Purchase Plan Shares have been duly and validly
authorized and, when issued and paid for in accordance with the terms
of the Stock Purchase Plan, will be validly issued, fully paid and
non-assessable; and
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Ramsay Health Care, Inc. -2- April 5, 1994
(3) the Option Plan Shares have been duly and validly
authorized and, when issued and paid for in accordance with the terms
of the Stock Option Plan and stock options duly granted or to be
granted thereunder, will be validly issued, fully paid and non-
assessable.
We hereby consent to the filing of this opinion as an exhibit
to the foregoing registration statement.
Very truly yours,
HAYTHE & CURLEY
