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As filed with the Securities and Exchange Commission on November 27, 2000.
Registration No. _______________
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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RES-CARE, INC.
(Exact name of Company as specified in its charter)
KENTUCKY 61-0875371
(State or other jurisdiction of (I.R.S. Employee
incorporation or organization) Identification No.)
10140 LINN STATION ROAD
LOUISVILLE, KENTUCKY 40223
(Address of principal executive offices)
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RES-CARE, INC. 2000 STOCK OPTION AND INCENTIVE COMPENSATION PLAN
RES-CARE, INC. 2000 NONEMPLOYEE DIRECTORS STOCK OWNERSHIP INCENTIVE PLAN
(Full title of the plan)
---------------------
RONALD G. GEARY COPY TO:
PRESIDENT AND CHIEF EXECUTIVE OFFICER
RES-CARE, INC. ALAN K. MACDONALD
10140 LINN STATION ROAD FROST BROWN TODD LLC
LOUISVILLE, KENTUCKY 40223 400 W. MARKET STREET
(502) 394-2100 32ND FLOOR
(Name, address and telephone number, LOUISVILLE, KENTUCKY 40202-3363
including area code, of agent for service) (502) 589-5400
-----------------------
CALCULATION OF REGISTRATION FEE
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<CAPTION>
======================================================================================================================
PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF SECURITIES AMOUNT TO BE OFFERING PRICE PER AGGREGATE OFFERING AMOUNT OF
TO BE REGISTERED REGISTERED SHARE PRICE REGISTRATION FEE
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<S> <C> <C> <C> <C>
Common Stock, no par value 1,000,000 Shares (1) $5.50 (2) $5,500,000.00 $1,452.00
========================================================================================================================
</TABLE>
(1) Plus such additional shares as may become issuable by reason of the
antidilution provisions of the Plan.
(2) Estimated solely for the purpose of determining the registration fee.
Pursuant to Rule 457, a proposed offering price of $5.50, the average high
and low prices on November 1, 2000 as reported by the Nasdaq National
Market System, was used.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.
The following documents have been incorporated by reference in this
Registration Statement:
(a) The Registrant's Annual Report on Form 10-K for the fiscal
year ended December 31, 1999;
(b) The Registrant's Quarterly Reports on Form 10-Q for the
quarterly periods ended March 31, 2000, June 30, 2000 and
September 30, 2000;
(c) The Registrant's Current Reports on Form 8-K filed on
February 28, April 17, April 27 and June 29, 2000; and
(d) The description of the Registrant's Common Stock, no par
value, contained in the Registration Statement on Form S-3
(Reg. No. 333-23599) as such description may be amended or
updated.
All documents subsequently filed by the Registrant pursuant to
Sections 13, 14 and 15(d) of the Securities Exchange Act of 1934, prior to the
filing of a post-effective amendment to this Registration Statement which
indicates that all the securities offered have been sold or which deregisters
all of such shares then remaining unsold, shall be deemed to be incorporated by
reference into this Registration Statement and to be a part hereof from the date
of filing of such documents. Any statement contained in a document incorporated
or deemed to be incorporated by reference herein shall be deemed to be modified
or superseded for purposes of this Registration Statement to the extent that a
statement contained herein or in any other subsequently filed document which
also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 271B.8-510 of the Kentucky Business Corporation Act (the
"KBCA") permits the indemnification by a corporation of any director who is made
party to a threatened, pending or completed action, suit or proceeding because
he is or was a director of such corporation. To be eligible for indemnification,
such person must have conducted himself in good faith and reasonably believed
that his conduct, if undertaken in his official capacity with the corporation,
was in the corporation's best interests, and, if not in his official capacity,
was at least not opposed to the corporation's best interests. In the case of a
criminal proceeding, the director must also not have reasonable cause to believe
his conduct was unlawful. A director may not be indemnified under the
above-referenced section in connection with a proceeding by or in the right of
the corporation in which the director was adjudged liable to the corporation or
in connection with any other proceeding charging improper personal benefit by
him, whether or not involving action in his official capacity, in which he was
adjudged liable on the basis that personal benefit was improperly received by
him.
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Indemnification permitted under Section 271B.8-510 of the KBCA in connection
with a proceeding by or in the right of the corporation shall be limited to
reasonable expenses incurred in connection with the proceeding. Section
271B.8-560 of the KBCA provides that a Kentucky corporation may indemnify its
officers, employees and agents to the same extent as directors. Indemnification
against reasonable expenses incurred in connection with a proceeding is, unless
otherwise limited by the corporation's articles of incorporation, mandatory when
a director or officer has been wholly successful on the merits or otherwise, in
the defense of any proceeding to which he was a party because he is or was a
director or officer of the corporation. A court of competent jurisdiction may
also order indemnification if the director is fairly and reasonably entitled
thereto in view of all relevant circumstances, whether or not he met the
applicable standard of conduct or was adjudged liable to the corporation.
The KBCA provides that indemnification pursuant to its provisions
is not exclusive of other rights of indemnification to which a person may be
entitled under any bylaw, agreement, vote of shareholders or disinterested
directors, or otherwise. Additionally, the KBCA provides that a corporation may
purchase and maintain insurance on behalf of directors, officers, employees or
agents of the corporation against liability asserted against or incurred by such
parties in their respective capacity with the corporation.
Article X of the Registrant's Amended and Restated Articles of
Incorporation, as amended, and Article X of the Registrant's Amended and
Restated Bylaws provide indemnification of its directors, officers, employees
and other agents to the maximum extent permitted by law.
ITEM 8. EXHIBITS.
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<CAPTION>
Exhibit No. Description of Exhibit
----------- -----------------------
<S> <C>
4.1............................Res-Care, Inc. 2000 Stock Option and
Incentive Compensation Plan
4.2............................Res-Care, Inc. 2000 Nonemployee
Directors Stock Ownership Incentive Plan
4.3............................Amended and Restated Articles of Incorporation
of the Registrant. Exhibit No. 3.1 of
the Registrant's Registration Statement
on Form S-1 (File No. 33-48749) is
hereby incorporated by reference.
4.4............................Amendment to Amended and Restated Articles
of Incorporation of the Registrant.
Exhibit No. 3.1 to the Registrant's
Registration Statement on Form S-3
(Reg. No. 333-32573) is hereby
incorporated by reference.
4.5............................Amended and Restated Bylaws of the
Registrant *
5..............................Opinion of Frost Brown Todd LLC *
23.1...........................Consent of KPMG LLP *
</TABLE>
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<TABLE>
<S> <C>
23.2...........................Consent of Frost Brown Todd LLC
(contained in their opinion filed
as Exhibit 5)
24.............................Powers of Attorney (included on the
signature page of this Registration Statement) *
*..............................Filed herewith.
</TABLE>
ITEM 9. UNDERTAKINGS.
A. The undersigned Registrant hereby undertakes:
1. To file, during any period in which offers or sales are
being made, a post-effective amendment to this
Registration Statement:
i. To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
ii. To reflect in the prospectus any facts or events
arising after the effective date of this
Registration Statement (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 A(1)(i) and
A(1)(ii) shall not apply if the information
required to be included in a post-effective
amendment by those paragraphs is contained in
periodic reports filed by the Registrant pursuant
to Section 13 or Section 15(d) of the Securities
Exchange Act of 1934 that are incorporated by
reference in 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.
3. To remove from registration by means of a post-effective
amendment any of the securities being registered which
remain unsold at the termination of the offering.
B. The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act
of 1933, each filing of the Registrant's Annual Report
pursuant to Section 13(a) or Section 15(d) of the Securities
Exchange Act of 1934 (and where applicable, each filing of an
employee benefit plan's annual report
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pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in this Registration
Statement shall be deemed to be a new Registration Statement
relating to the securities offered therein, and the offering
of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
C. Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors,
officers and controlling persons of the Registrant pursuant
to the KBCA, the Amended and Restated Articles of
Incorporation, as amended, and the Bylaws of the Registrant,
or otherwise, the Registrant has been advised that in the
opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the
Securities Act of 1933, and is, therefore, unenforceable. In
the event that a claim for indemnification against such
liabilities (other than payment by the Registrant of
expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful
defense of any action, suit or proceeding) is asserted by
such director, officer or controlling person in connection
with the securities being registered, the Registrant will,
unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed
in the Securities Act of 1933 and will be governed by the
final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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 Louisville, Kentucky on this 12th day of November, 2000.
By: /s/ Ronald G. Geary
------------------------------
Ronald G. Geary
Chairman, President & CEO
POWER OF ATTORNEY
Know All Men By These Presents, that each person whose signature
appears below constitutes and appoints Ronald G. Geary and E. Halsey Sandford,
and each of them, his true and lawful attorneys-in-fact and agents, with full
power of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement, and to file the same,
with all exhibits thereto, and other documents in connection therewith with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done, as fully to all intents
and purposes as he might or could do in person, hereby ratifying and confirming
all that said attorneys-in-fact and agents or any of them, or their or his
substitute or substitutions, may lawfully do or cause to be done by virtue
hereof.
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS
REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE
CAPACITIES AND ON THE DATES INDICATED.
SIGNATURE TITLE DATE
--------- ----- ----
/S/ James R. Fornear Director November 22, 2000
--------------------
/S/ Ronald G. Geary Chairman of the Board November 12, 2000
------------------- President
Chief Executive Officer
Director
/S/ E. Halsey Sandford Senior Executive November 13, 2000
---------------------- Director
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SIGNATURE TITLE DATE
--------- ----- ----
/S/ Ralph G. Gronefeld, Jr. Chief Financial Officer November 22, 2000
--------------------------- Principal Accounting Officer
/S/ Seymour L. Bryson Director November 13, 2000
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/S/ W. Bruce Lunsford Director November 10, 2000
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/S/ Spiro B. Mitsos Director November 10, 2000
-------------------
/S/ Olivia F. Kirtley Director November 22, 2000
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/S/ Vincent D. Pettinelli Director November 10, 2000
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EXHIBIT INDEX
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<CAPTION>
Exhibit Number Description of Exhibit
-------------- ----------------------
<S> <C>
4.1................................Res-Care, Inc. 2000 Stock Option
and Incentive Compensation Plan
4.2................................Res-Care, Inc. 2000 Nonemployee
Directors Stock Ownership Incentive Plan
4.3................................Amended and Restated Articles of
Incorporation of the Registrant.
Exhibit No. 3.1 of the Registrant's
Registration Statement on Form S-1
(File No. 33-48749) is hereby
incorporated by reference.
4.4................................Amendment to Amended and Restated
Articles of Incorporation of the Registrant.
Exhibit No. 3.1 to the Registrant's
Registration Statement on Form S-3
(Reg. No. 333-32573) is hereby incorporated
by reference.
4.5................................Amended and Restated Bylaws of the Registrant *
5..................................Opinion of Frost Brown Todd LLC *
23.1...............................Consent of KPMG LLP *
23.2...............................Consent of Frost Brown Todd LLC
(contained in their opinion filed as
Exhibit 5)
24.................................Powers of Attorney (included on the
signature page of this Registration Statement) *
*..................................Filed herewith.
</TABLE>
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