AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 24, 1997
REGISTRATION NO. 333-35851
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------
POST-EFFECTIVE AMENDMENT NO. 1 ON FORM S-8
TO
FORM S-4
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933*
--------------------
INTEGRATED HEALTH SERVICES, INC.
(Exact name of registrant as specified in its charter)
<TABLE>
<CAPTION>
<S> <C> <C>
DELAWARE 10065 RED RUN BOULEVARD 23-2428312
(State or other jurisdiction of OWINGS MILLS, MARYLAND 21117 (I.R.S.Employer
incorporation or organization) (410) 998-8400 Identification No.)
</TABLE>
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
RoTech Medical Corporation 1996 Key Employee Stock Option Plan
RoTech Medical Corporation 1993 Stock Option Plan
RoTech Medical Corporation Restricted Stock Plan for Non-Employee Directors
RoTech Medical Corporation Amended Restricted Stock Plan for Non-Employee
Directors
RoTech Medical Corporation 1986 Incentive Stock Option Plan
MARSHALL A. ELKINS, ESQ.
EXECUTIVE VICE PRESIDENT AND GENERAL COUNSEL
INTEGRATED HEALTH SERVICES, INC.
10065 RED RUN BOULEVARD
OWINGS MILLS, MARYLAND 21117
(410) 998-8400
(410) 998-9719 (FAX)
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
-----------------------
Copies of all communications, including all communications sent to the
agent for service, should be sent to:
CARL E. KAPLAN, ESQ. LESLIE A. GLEW, ESQ.
FULBRIGHT & JAWORSKI L.L.P. SENIOR VICE PRESIDENT AND ASSOCIATE GENERAL
666 FIFTH AVENUE COUNSEL
NEW YORK, NEW YORK 10103 INTEGRATED HEALTH SERVICES, INC.
(212) 318-3000 10065 RED RUN BOULEVARD
(212) 752-5958 (FAX) OWINGS MILLS, MARYLAND 21117
(410) 998-8400
(410) 998-8747 (FAX)
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time to
time after the effective date of this Post-Effective Amendment.
--------------------------
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
========================================= ================== =========================== ========================== =============
Title of Each Class of Amount of Shares Proposed Maximum Offering Proposed Maximum Aggregate Amount of
Securities to be Registered to be Price Per Share(2) Offering Price(2) Registration
Registered(1) Fee(2)
<S> <C> <C> <C> <C>
Common Stock, $.001 par value per share 1,841,663 N.A. N.A. N.A.
(including the Preferred Stock Purchase
Rights)(3)
========================================= ================== =========================== ========================== =============
</TABLE>
(1) Represents the maximum number of shares of common stock issuable upon
exercise of options granted under the Plans, as adjusted for the exchange
ratio for the merger of a wholly-owned subsidiary of Integrated Health
Services, Inc. ("IHS") with and into RoTech Medical Corporation ("RoTech"),
pursuant to which RoTech became a wholly-owned subsidiary of IHS, each
outstanding share of RoTech common stock was exchanged for .5806 of a share
of IHS common stock (the "Exchange Ratio"), and each outstanding option to
acquire shares of RoTech common stock became an option to acquire IHS
common stock, as adjusted for the Exchange Ratio.
(2) Not applicable. Pursuant to Rule 457(b) under the Securities Act, all
filing fees payable in connection with the registration of the issuance of
these securities were paid in connection with the filing of the
Registrant's Registration Statement on Form S-4 (No. 333-35851) on
September 17, 1997.
(3) The Preferred Stock Purchase Rights, which are attached to the shares of
IHS common stock being registered, will be issued for no additional
consideration; no additional registration fee is required.
- ----------
* Filed as a Post-Effective Amendment on Form S-8 to such Form S-4
Registration Statement pursuant to the procedure described under
"Introductory Statement."
<PAGE>
INTRODUCTORY STATEMENT
Integrated Health Services, Inc. ("IHS" or the "Company") hereby amends its
Registration Statement on Form S-4 (Registration No. 333-35851) (the "Form S-4")
by filing this Post-Effective Amendment No. 1 on Form S-8 ("Amendment No. 1")
with respect to up to 1,841,663 shares of the Company's Common Stock, par value
$.001 per share ("IHS Common Stock"), issuable in connection with the following
plans (the "Plans") of RoTech Medical Corporation ("RoTech"): (i) RoTech's 1996
Key Employee Stock Option Plan, (ii) RoTech's 1993 Stock Option Plan, (iii)
RoTech's Restricted Stock Plan for Non-Employee Directors, (iv) RoTech's Amended
Restricted Stock Plan for Non-Employee Directors and (v) RoTech's 1986 Incentive
Stock Option Plan. All such shares of IHS Common Stock were previously included
in the Form S-4.
On October 21, 1997, IHS Acquisition XXIV, Inc., a Florida corporation and
a wholly-owned subsidiary of IHS ("Merger Sub"), was merged with and into
RoTech, a Florida corporation, pursuant to an Agreement and Plan of Merger,
dated as of July 6, 1997, among IHS, Merger Sub and RoTech (the "Merger
Agreement"). As a result of the Merger, RoTech became a wholly-owned subsidiary
of IHS and each outstanding share of RoTech Common Stock, par value $.0002 per
share ("RoTech Common Stock"), with certain specified exceptions, was converted
into the right to receive .5806 of a share (the "Exchange Ratio") of IHS Common
Stock. As a result of the Merger, shares of RoTech Common Stock are no longer
issuable upon the exercise of options to purchase RoTech Common Stock ("RoTech
Options") pursuant to the Plans. Instead, participants in the Plans will
receive, in lieu of RoTech Common Stock, that number of shares of IHS Common
Stock equal to the number of shares of RoTech Common Stock issuable immediately
prior to the effective time of the Merger upon exercise of a RoTech Option
multiplied by the Exchange Ratio.
The designation of Amendment No. 1 as Registration Statement No. 333-35851
denotes that Amendment No. 1 relates only to the shares of IHS Common Stock
issuable pursuant to the Plans and that this is the first Post-Effective
Amendment to the Form S-4 filed with respect to such shares.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The information in the following documents filed by IHS with the Commission
(File No. 1-12306) pursuant to the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), is incorporated by reference in this Amendment No. 1:
a. Annual Report on Form 10-K for the year ended December 31, 1996;
b. Quarterly Report on Form 10-Q for the quarter ended March 31, 1997;
c. Quarterly Report on Form 10-Q for the quarter ended June 30, 1997;
d. Quarterly Report on Form 10-Q for the quarter ended September 30, 1997;
e. Current Report on Form 8-K dated October 17, 1996 reporting the
acquisition of First American Health Care of Georgia, Inc., as amended by
Form 8-K/A filed November 26, 1996 and Amendment No. 1 to Form 8-K/A filed
July 11, 1997;
f. Current Report on Form 8-K dated October 19, 1996 reporting the execution
of the Agreement and Plan of Merger (the "Coram Merger Agreement") among
the Company, IHS Acquisition XIX, Inc. and Coram Healthcare Corporation
("Coram"), as amended by Form 8-K/A filed April 11, 1997, reporting the
termination of the Coram Merger Agreement;
g. Current Report on Form 8-K dated May 23, 1997 reporting the Company's
agreement to issue privately an aggregate of $450 million principal amount
of 9 1/2% Senior Subordinated Notes due 2007;
h. Current Report on Form 8-K dated May 30, 1997 reporting (i) the Company's
issuance of an aggregate of $450 million principal amount of 9 1/2% Senior
Subordinated Notes due 2007 and (ii) the Company's acceptance for payment
of an aggregate of $114,975,000 principal amount of its 9 5/8% Senior
Subordinated Notes due 2002, Series A and an aggregate of $99,893,000
principal amount of its 10 3/4% Senior Subordinated Notes due 2004
pursuant to cash tender offers;
i. Current Report on Form 8-K dated July 6, 1997 reporting the execution of
the Merger Agreement among the Company, Merger Sub and RoTech;
j. Current Report on Form 8-K dated September 9, 1997 reporting IHS'
agreement to issue privately an aggregate of $500 million principal amount
of its 9 1/4% Senior Subordinated Notes due 2008;
<PAGE>
k. Current Report on Form 8-K dated September 15, 1997, as amended, reporting
IHS' $1.75 billion revolving credit and term loan facility;
l. Current Report on Form 8-K dated September 25, 1997 reporting IHS'
acquisition of Community Care of America, Inc. and the lithotripsy
division of Coram;
m. Current Report on Form 8-K dated October 21, 1997 reporting IHS'
acquisition of RoTech;
n. Current Report on Form 8-K dated November 3, 1997 reporting IHS' agreement
to purchase 139 owned, leased or managed long-term care facilities, 12
specialty hospitals and certain other businesses from HEALTHSOUTH
Corporation;
o. The description of the IHS Common Stock contained in Item 1 of the
Company's Registration Statement on Form 8-A dated September 1, 1993; and
p. The description of the Company's Preferred Stock Purchase Rights contained
in Item 1 of the Company's Registration Statement on Form 8-A dated
September 28, 1995.
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or
15(d) of the Exchange Act after the date of this registration statement and
prior to the filing of a post-effective amendment which indicates that all
securities offered hereby 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. Any statement contained herein or in a previously filed 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 was deemed to be incorporated by reference herein
modifies or supersedes such statement. Any such statements so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this registration statement.
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Certain legal matters with respect to the validity of the IHS Common Stock
registered hereby have been passed upon for the Company by Fulbright & Jaworski
L.L.P., New York, New York. At October 31, 1997, partners of Fulbright &
Jaworski L.L.P. owned an aggregate of 300 shares of IHS Common Stock.
<PAGE>
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Under the General Corporation Law of the State of Delaware (the "DGCL"), a
corporation may include provisions in its certificate of incorporation that will
relieve its directors of monetary liability for breaches of their fiduciary duty
to the corporation, except under certain circumstances, including a breach of
the director's duty of loyalty, acts or omissions of the director not in good
faith or which involve intentional misconduct or a knowing violation of law, the
approval of an improper payment of a dividend or an improper purchase by the
corporation of stock or any transaction from which the director derived an
improper personal benefit. The Company's Third Restated Certificate of
Incorporation, as amended, provides that the Company's directors are not liable
to the Company or its stockholders for monetary damages for breach of their
fiduciary duty, subject to the described exceptions specified by the DGCL.
Section 145 of the DGCL grants to the Company the power to indemnify each
officer and director of the Company against liabilities and expenses incurred by
reason of the fact that he is or was an officer or director of the Company if he
acted in good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the Company and, with respect to any criminal
action or proceeding, had no reasonable cause to believe his conduct was
unlawful. The Company's Third Restated Certificate of Incorporation, as amended,
and By-laws, as amended, provide for indemnification of each officer and
director of the Company to the fullest extent permitted by the DGCL. In
addition, IHS has entered into indemnity agreements with its directors and
executive officers, a form of which is included as Exhibit 10.72 to IHS'
Registration Statement on Form S-1, No. 33-39339, effective March 31, 1992.
Section 145 of the DGCL also empowers the Company to purchase and maintain
insurance on behalf of any person who is or was an officer or director of the
Company against liability asserted against or incurred by him in any such
capacity, whether or not the Company would have the power to indemnify such
officer or director against such liability under the provisions of Section 145.
The Company has purchased and maintains a directors' and officers' liability
policy for such purposes.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
See Index to Exhibits following the signature pages to this Amendment No. 1.
<PAGE>
ITEM 9. UNDERTAKINGS
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the registration
statement;
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
the information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.
(b) The undersigned registrant hereby undertakes that, for 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 the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the provisions described under Item 6 above, or
otherwise, the registrant has been advised that in the opinion of the Securities
and Exchange Commission such
<PAGE>
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this
Post-Effective Amendment No. 1 on Form S-8 to the Registrant's Registration
Statement on Form S-4 to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Owings Mills, State of Maryland, on November 24,
1997.
INTEGRATED HEALTH SERVICES, INC.
By: /s/ Robert N. Elkins*
----------------------------
Robert N. Elkins
Chairman of the Board and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated.
Signature Title Date
- --------- ----- ----
Chairman of the Board
and Chief Executive Officer
/s/ Robert N. Elkins* (Principal Executive Officer) November 24, 1997
- -------------------------
(Robert N. Elkins)
/s/ Lawrence P. Cirka* President and Director November 24, 1997
- -------------------------
(Lawrence P. Cirka)
/s/ Edwin M. Crawford* Director November 24, 1997
- -------------------------
(Edwin M. Crawford)
Director November 24, 1997
- -------------------------
(Kenneth M. Mazik)
/s/ Robert A. Mitchell* Director November 24, 1997
- -------------------------
(Robert A. Mitchell)
Director November 24, 1997
- -------------------------
(Charles W. Newhall, III)
<PAGE>
Director November 24, 1997
- -------------------------
(Timothy F. Nicholson)
/s/ John L. Silverman* Director November 24, 1997
- -------------------------
(John L. Silverman)
Director November 24, 1997
- -------------------------
(George H. Strong)
Executive Vice President-
Chief Accounting Officer
(Principal Accounting
/s/ W. Bradley Bennett Officer) November 24, 1997
- -------------------------
(W. Bradley Bennett)
Executive Vice
President-Finance
(Principal Financial
/s/ Eleanor C. Harding* Officer) November 24, 1997
- -------------------------
(Eleanor C. Harding)
*By: /s/ W. Bradley Bennett
- ------------------------------------
(W. Bradley Bennett)
(as attorney-in-fact for
each of the persons indicated)
<PAGE>
INDEX TO EXHIBITS
EXHIBIT
NO. DESCRIPTION
4.1 RoTech's 1996 Key Employee Stock Option Plan (incorporated by reference
to Exhibit 10.7 to RoTech's Annual Report on Form 10-K for the fiscal
year ended July 31, 1996).
4.2 RoTech's 1993 Stock Option Plan (incorporated by reference to Exhibit
10.5 to RoTech's Annual Report on Form 10-K for the fiscal year ended
July 31, 1994).
4.3 RoTech's Restricted Stock Plan for Non-Employee Directors (incorporated
by reference to Exhibit 10.4 to RoTech's Annual Report on Form 10-K for
the fiscal year ended July 31, 1992).
4.4 RoTech's Amended Restricted Stock Plan for Non-Employee Directors
(incorporated by reference to Exhibit 10.6 to RoTech's Annual Report on
Form 10-K for the fiscal year ended July 31, 1995).
4.5 RoTech's 1986 Incentive Stock Option Plan (incorporated by reference to
Exhibit 10.5 to RoTech's Registration Statement on Form S-1 (No.
33-8711)).
5 Opinion of Fulbright & Jaworski L.L.P.
23.1 Consents of KPMG Peat Marwick LLP.
23.2 Consent of Deloitte & Touche LLP.
23.3 Consent of Fulbright & Jaworski L.L.P. (included in Exhibit 5).
24 Power of Attorney (included on the signature page to the Company's
Registration Statement No. 333-38581 on Form S-4 dated September 17,
1997).
FULBRIGHT & JAWORSKI
L.L.P.
A REGISTERED LIMITED LIABILITY PARTNERSHIP
666 FIFTH AVENUE
NEW YORK, NEW YORK 10103-3198
HOUSTON
WASHINGTON, D.C.
AUSTIN
SAN ANTONIO
DALLAS
TELEPHONE: 212/318-3000 NEW YORK
FACSIMILE: 212/752-5958 LOS ANGELES
LONDON
HONG KONG
WRITER'S DIRECT DIAL NUMBER:
November 19, 1997
Integrated Health Services, Inc.
10065 Red Run Boulevard
Owings Mills, Maryland 21117
Dear Sirs:
We refer to Post-Effective Amendment No. 1 on Form S-8 to the
Registration Statement on Form S-4 (the "Registration Statement") to be filed by
Integrated Health Services, Inc. (the "Company") with the Securities and
Exchange Commission under the Securities Act of 1933, as amended, relating to up
to 1,841,663 shares (the "Shares") of Common Stock, $.001 par value per share,
of the Company proposed to be issued pursuant to the stock option plans of
RoTech Medical Corporation (the "Plans") named therein.
We have examined such corporate records, documents and such questions
of law as we have considered necessary or appropriate for the purposes of this
opinion. In our examination of the foregoing documents, we have assumed the
genuineness of all signatures and the authenticity of all documents submitted to
us as originals, the conformity to original documents of all documents submitted
to us as certified or photostatic copies, and the authenticity of the originals
of such latter documents.
Based on the foregoing, we advise you that in our opinion the Shares
have been duly and validly authorized for issuance by the Company, and, when
issued in accordance with the terms of the Plans, will be legally issued, fully
paid and non-assessable.
We consent to the filing of this opinion as an exhibit to the
Registration Statement and the reference to this firm under the caption
"Interests of Named Experts and Counsel"
<PAGE>
November 19, 1997
Page 2
therein. This consent is not to be construed as an admission that we are a
person whose consent is required to be filed with the Registration Statement
under the provisions of the Securities Act of 1933.
Very truly yours,
/s/ Fulbright & Jaworski L.L.P.
EXHIBIT 23.1
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
The Board of Directors
Integrated Health Services, Inc.:
We consent to the use of our report dated March 24, 1997 relating to the
consolidated financial statements of Integrated Health Services, Inc. and
subsidiaries, incorporated herein by reference, to the incorporation herein by
reference of our report dated October 17, 1996 relating to the consolidated
financial statements of First American Health Care of Georgia, Inc. and
subsidiaries, which report appears in Form 8-K/A of Integrated Health Services,
Inc. filed on November 26, 1996, to the incorporation by reference of our report
dated April 14, 1997, related to the consolidated financial statements of
Community Care of America, Inc. and subsidiaries, which report appears in Form
8-K of Integrated Health Services, Inc. dated September 25, 1997, and to the
reference to our firm under the heading "Experts" in the registration statement
on Form S-8.
Our report dated March 24, 1997 refers to changes in accounting methods, in
1995, to adopt Statement of Financial Accounting Standards No. 121 relating to
impairment of long-lived assets and, in 1996, from deferring and amortizing
pre-opening costs of medical specialty units to recording them as expenses when
incurred. Our report dated October 17, 1996 contains an explanatory paragraph
regarding the uncertainty with respect to certain contingent payments which may
be payable under a settlement agreement with the Health Care Financing
Administration. Our report dated April 14, 1997 refers to the change in
accounting method in 1996 to adopt Statement of Financial Accounting Standards
No. 121 relating to impairment of long-lived assets.
/s/ KPMG Peat Marwick LLP
Baltimore, Maryland
November 24, 1997
EXHIBIT 23.2
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We consent to the incorporation by reference in Post-Effective Amendment No. 1
on Form S-8 to the Registration Statement on Form S-4 (No. 333-35851) of
Integrated Health Services, Inc. of our report dated September 18, 1997 (October
21, 1997 as to Note 1), appearing in the Annual Report on Form 10-K of RoTech
Medical Corporation for the year ended July 31, 1997, which report appears in
the Form 8-K dated October 21, 1997, as amended, of Integrated Health Services,
Inc.
Deloitte & Touche LLP
Orlando, Florida
November 24, 1997
