AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER
9, 2000
REGISTRATION NO. 333-44029
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
==================
POST-EFFECTIVE AMENDMENT NO. 1
TO FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
==================
RES-CARE, INC.
(Exact name of registrant as specified in its charter)
KENTUCKY 61-0875371
(State or other jurisdiction (I.R.S. Employer
of incorporation) Identification Number)
10140 LINN STATION ROAD
LOUISVILLE, KENTUCKY 40223
(502) 394-2100
(Address, including zip code, and telephone number, including
area code,
of registrant's principal executive offices)
==================
RONALD G. GEARY
PRESIDENT AND CHIEF EXECUTIVE OFFICER
RES-CARE, INC.
10140 LINN STATION ROAD
LOUISVILLE, KENTUCKY 40223
(502) 394-2100
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
COPIES TO:
C. Edward Glasscock
Alan K. MacDonald
Brown, Todd & Heyburn, PLLC
400 West Market Street
32nd Floor
Louisville, Kentucky 40202-3356
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
FROM TIME TO TIME AFTER THE EFFECTIVE DATE OF THIS REGISTRATION
STATEMENT.
If the only securities being registered on this Form are being
offered pursuant to dividend or interest reinvestment plans,
please check the following box. / /
If any of the securities being registered on this Form are to
be offered on a delayed or continuous basis pursuant to Rule 415
under the Securities Act of 1933, other than securities offered
only in connection with dividend or interest reinvestment plans,
check the following box. / X /
If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, please
check the following box and list the Securities Act registration
number of the earlier effective registration statement from the
same offering. / /
If this Form is a post-effective amendment filed pursuant to
Rule 462(c) under the Securities Act, check the following box and
list the Securities Act registration statement number of the
earlier registration statement for the same offering. / /
If delivery of the prospectus is expected to be made pursuant
to Rule 434, please check the following box. / /
<TABLE>
<CAPTION>
Title of Each Proposed Maximum Proposed Maximum
Class of Securities Amount Aggregate Price Aggregate Amount of
To Be Registered To Be Registered Per Unit Offering Price Registration Fee(1)
-------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
6% Convertible $109,360,000 100% $109,360,000 $33,139.39
Subordinated
Notes Due 2004
-------------------------------------------------------------------------------------------------------
Common Stock (2) -- -- --
no par value per share
=======================================================================================================
<FN>
<F1>
(1)Calculated pursuant to Rule 457(i) under the Securities Act of 1933, as amended.
<F2>
(2)Such indeterminate number of shares of Common Stock as may be issuable upon conversion of the
Convertible Subordinated Notes registered hereunder, including such shares as may be
issuable pursuant to antidilution adjustments. Pursuant to Rule 457(i), no registration fee
is required for these shares.
</FN>
</TABLE>
THIS REGISTRATION STATEMENT SHALL HEREAFTER BECOME EFFECTIVE
IN ACCORDANCE WITH SECTION 8(A)OF THE SECURITIES ACT OF 1933.
================================================================
The Registrant, Res-Care, Inc., has filed this amendment to
remove from registration the $209,360,000 principal amount of
its 6% Convertible Subordinated Notes Due 2004 and the shares of
its common stock issuable upon the conversion of those Notes
covered by this registration statement (together, the
"Registered Securities"). Under the terms of a Registration
Rights Agreement dated November 21, 1997, by and between the
Registrant, NationsBanc Montgomery Securities, Inc., J.C.
Bradford & Co., L.L.C. and Equitable Securities Corporation, the
Company agreed to use all reasonable efforts to register the
Registered Securities for resale by the holders of the
Registered Securities and to keep this Registration Statement
effective for a period of two years from its effective date.
That two-year period expired January 30, 2000.
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-3 and has duly caused this amendment to the registration
statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the city of Louisville,
Commonwealth of Kentucky on October 4, 2000.
RES-CARE, INC.
By: /s/ Ronald G. Geary
Ronald G. Geary, President and
Chief Executive Officer
SIGNATURE PAGE AND POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act of 1933,
as amended, this registration statement has been signed by the
following persons in the capacities and on the dates indicated.
Signature Capacity Date
*James R. Fornear Chairman of the Board October 4, 2000
James R. Fornear of Directors
/s/ Ronald G. Geary Chief Executive Officer, October 4, 2000
Ronald G. Geary President and Director
/s/ E. Halsey Sandford Senior Executive and Director October 4, 2000
E. Halsey Sandford
*Spiro B. Mitsos Secretary, Treasurer October 4, 2000
Spiro B. Mitsos and Director
/s/Ralph B. Gronefeld, Jr. Executive Vice President October 4, 2000
Ralph B. Gronefeld, Jr. of Finance and Administration
and Chief Financial Officer
*Seymour L. Bryson Director October 4, 2000
Seymour L. Bryson
*W. Bruce Lunsford Director October 4, 2000
W. Bruce Lunsford
Director October __, 2000
Olivia F. Kirtley
Director October __, 2000
Vincent D. Pettinelli
*/s/Ronald G. Geary
Ronald G. Geary as attorney-in-fact for the named
individual pursuant to power of attorney previously filed with
this registration statement.
