As filed with the Securities and Exchange Commission on December 31, 1997.
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
CARETENDERS HEALTH CORP.
(Exact name of registrant specified in its charter)
Delaware 06-1153720
(State or Other Jurisdiction (I.R.S. Employer
of Incorporation of Identification No.)
Organization)
100 Mallard Creek Road, Suite 400
Louisville, Kentucky 40207
(Address of Principal Executive Offices) (Zip Code)
CARETENDERS HEALTH CORP.
Non-Employee Directors Deferred Compensation Plan
(Full title of the Plan)
William B. Yarmuth Copies to:
Chairman, President and Chief Ivan M. Diamond
Executive Officer Greenebaum Doll & McDonald PLLC
CARETENDERS Health Corp. 3300 National City Tower
100 Mallard Creek Road, Suite 400 Louisville, Kentucky 40202
Louisville, Kentucky 40207 (502) 589-4200
(502) 899-5355
(Name, Address and Telephone Number, Including Ara Code, of Agent for
Service)
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of maximum maximum
securities Amount offering aggregate Amount of
to be to be price per offering registration
registered registered share(1) price(1) fee
------------- ------------ ------------ -------------- --------------
Common Stock,
par value 100,000
$.10 shares $ 7.00 $700,000 $ 212.12
(1) Estimated solely for the purpose of calculating the registration
fee. This estimate has been calculated in accordance with Rule 457
under the Securities Act of 1933 and is based on the average of the high
and low prices per share as reported on the National Association of
Securities Dealers - National Market System on December 23, 1997.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by Caretenders Health Corp. (_Registrant_)
with the Securities and Exchange Commission (Commission File No. 001-09848)
are incorporated by reference into this Registration Statement:
(a) The Registrant's Quarterly Report on Form 10-Q for the quarter
ended September 30, 1997, as filed November 14, 1997;
(b) The Registrant's Proxy Statement, as filed October 14, 1997;
(c) The Registrant's Quarterly Report on Form 10-Q for the quarter
ended June 30, 1997, as filed August 14, 1997;
(d) The Registrant's Annual Report on Form 10-K for the year ended
March 31, 1997, as filed July 1, 1997 and as amended;
(e) The description of the Company's Common Stock as contained in the
Registration Statement on Form 8-A, filed by the Company to register the
Common Stock under the Securities Exchange Act of 1934, as amended ("Exchange
Act"), and all amendments or reports filed for the purpose of updating such
description prior to the termination of the offering of Common Stock hereby.
All documents subsequently filed by Registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act, 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 in a document 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 incorporated by reference herein) modifies or
supersedes such statement. Any statement so modified or superseded shall not
be deemed to constitute a part hereof except as so modified or superseded.
<PAGE>
Item 4. Description of Securities.
Not Applicable.
Item 5. Interests of Named Experts and Counsel.
<PAGE>
Not Applicable.
Item 6. Indemnification of Directors and Officers.
Section 145 of the Delaware General Corporation Law (_GCL_) permits a
Delaware corporation to indemnify any person who was or is, or is threatened
to be made, a party to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative (other
than an action by or in the right of such corporation) by reason of the fact
that such person is or was a director, officer, employee or agent of such
corporation, or is or was serving at the request of such corporation as a
director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise. The indemnity may include expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by such person in connection with such
action, suit or proceeding, provided that such person acted in good faith and
in a manner such person reasonably believed to be in or not opposed to the
best interests of the corporation, and, with respect to any criminal action
or proceeding, such person had no reasonable cause to believe his conduct was
unlawful. A Delaware corporation may indemnify such persons in actions
brought by or in the right of the corporation to procure a judgment in its
favor under the same conditions except that no indemnification is permitted
in respect of any claim, issue or matter as to which such person has been
adjudged to be liable to the corporation unless and to the extent the Court
of Chancery of the State of Delaware or the court in which such action or
suit was brought determines upon application that, in view of all the
circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses as the Court of Chancery or other such court
deems proper. To the extent such person has been successful on the merits or
otherwise in defense of any action referred to above, or in defense of any
claim, issue or matter therein, the corporation must indemnify him against
expenses (including attorneys' fees) actually and reasonably incurred by him
in connection therewith. Corporations, under certain circumstances, may pay
expenses incurred by an officer or director in advance of the final
disposition of an action for which indemnification may be permitted or
required. The indemnification and advancement of expenses provided for or
granted pursuant to Section 145 are not exclusive of any other rights to
which those seeking indemnification or advancement of expenses may be
entitled under any bylaw, agreement, vote of stockholders or disinterested
directors or otherwise. Section 145 further provides that a corporation may
maintain insurance against liabilities for which indemnification is not
expressly provided by statute.
Article IX of the Company's Amended and Restated By-Laws provides:
_(a) The Corporation shall indemnify any person who was or is a party
or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal,
administrative or investigative (other than an action by or in the right
of the Corporation) by reason of the fact that he is or was a director,
officer, employee or agent of the Corporation, or is or was serving at
the request of the Corporation as a director, officer, employee or agent
of another corporation, partnership, joint venture, trust or other
enterprise, against expenses (including attorneys' fees), judgments,
fines and amounts paid in settlement actually and reasonably incurred by
him in connection with such action, suit or proceeding 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 Corporation, and, with respect to
any criminal action or proceeding, had no reasonable cause to believe
his conduct was unlawful. The termination of any action, suit or
proceeding by judgment, order, settlement, conviction, or upon a plea of
nolo contendere or its equivalent, shall not, of itself, create a
presumption that the person did not act in good faith and in a manner
which he reasonably believed to be in or not opposed to the best
interests of the Corporation, and, with respect to any criminal action
or proceeding, had reasonable cause to believe that his conduct was
unlawful.
<PAGE>
(b) The Corporation shall indemnify any person who was or is a party
or is threatened to be made a party to any threatened, pending or
completed action or suit by or in the right of the Corporation to
procure a judgment in its favor by reason of the fact that he is or was
a director, officer, employee or agent of the Corporation, or is or was
serving at the request of the Corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture,
trust or other enterprise against expenses (including attorneys' fees)
actually and reasonably incurred by him in connection with the defense
or settlement of such action or suit 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 Corporation and except that no indemnification shall be
made in respect to any claim, issue or matter as to which person shall
have been adjudged to be liable for negligence or misconduct in the
performance of his duty to the Corporation unless and only to the extent
that the Court of Chancery or the court in which such action or suit was
brought shall determine upon application that, despite the adjudication
of liability but in view of all the circumstances of the case, such
person is fairly and reasonably entitled to indemnity for such expenses
which the Court of Chancery or such other court shall deem proper.
(c) To the extent that a director, officer, employee or agent of the
Corporation has been successful on the merits or otherwise in defense of
any action, suit or proceeding referred to in Subsections (a) and (b),
or in defense of any claim, issue or matter therein, he shall be
indemnified against expenses (including attorneys' fees) actually and
reasonably incurred by him in connection therewith.
(d) Any indemnification under Subsections (a) and (b) (unless ordered
by a court) shall be made by the Corporation only as authorized in the
specific case upon a determination that indemnification of the director,
officer, employee or agent is proper in the circumstances because he has
met the applicable standard of conduct set forth in Subsections (a) and
(b). Such determination shall be made (1) by the Board of Directors by
a majority vote of a quorum consisting of directors who were not parties
to such action, suit or proceeding, or (2) if such a quorum is not
obtainable, or, even if obtainable a quorum of disinterested directors
so directs, by independent legal counsel in a written opinion, or (3) by
the stockholders.
(e) Expenses incurred in defending a civil or criminal action, suit
or proceeding shall be paid by the Corporation in advance of the final
disposition of such action, suit or proceeding as authorized by the
Board of Directors in the specific case upon receipt of an undertaking
by or on behalf of the director, officer, employee or agent to repay
such amount. He shall not repay the amount if it shall be ultimately
determined that he is entitled to be indemnified by this section.
(f) The indemnification provided by this section shall not be deemed
exclusive of any other rights to which those seeking indemnification may
be entitled under any By-Law, agreement, vote of stockholders or
disinterested directors or otherwise, both as to action in his official
capacity and as to action in another capacity while holding such office,
and shall continue as to a person who has ceased to be a director,
officer, employee or agent and shall inure to the benefit of the heirs,
executors and administrators of such a person.
(g) The Corporation is authorized, according to the discretion of the
Board of Directors, to purchase and maintain insurance on behalf of any
person who is or was a director, officer, employee or agent of the
Corporation, or is or was serving at the request of the Corporation as a
director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise against any
liability asserted against him and incurred by him in any such capacity,
or arising out of his status as such, whether or not the Corporation
must indemnify him against such liability under the provisions of this
section.
<PAGE>
(h) For purposes of this section, references to _the Corporation_
shall include, in addition to the Corporation, any constituent
corporation (including any constituent of a constituent) absorbed in a
consolidation or merger which, if its separate existence had continued,
would have had power and authority to indemnify its directors, officers,
and employees or agents, so that any person who is or was a director,
officer, employee or agent of such constituent corporation, or is or was
serving at the request of such constituent corporation as a director,
officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, shall stand in the same position
under the provisions of this section with respect to the resulting
corporation as he would have with respect to such constituent
corporation if its separate existence had continued._
The Company maintains liability insurance coverage for its officers and
directors which entitles the Company to be reimbursed for certain indemnity
payments it is required or permitted to make to its directors and officers
with respect to actions arising out of the performance of such officer's or
director's duty in his or her capacity as such.
Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8.Exhibits.
The following exhibits are filed as part of this Registration Statement:
4.1 Certificate of Incorporation, as amended (Exhibit 3.1 to the
Registrant's Annual Report on Form 10-K for the year ended March 31, 1997, is
incorporated herein by reference).
4.2 Amended and Restated By-Laws (Exhibit 3.2 to the Registrant's
Annual Report on Form 10-K for the year ended March 31, 1997, is incorporated
herein by reference).
4.3 Amended and Restated Revolving Credit Note Between the Registrant
and Heller Financial dated October 13, 1995.
5 Opinion of Greenebaum Doll & McDonald PLLC as to the legality of the
securities being registered.
23.1 Consent of Greenebaum Doll & McDonald PLLC (included in Exhibit 5).
23.2 Consent of Arthur Andersen LLP.
24Powers of Attorney (included on signature page of the Registration
Statement).
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;
<PAGE>
(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) of this Item 9
do not apply if the Registration Statement is on Form S-3 or Form S-8 and the
information required to be included in the post-effective amendment by those
paragraphs is contained in periodic reports filed by the Registrant pursuant
to Section 13(a) 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
Registrant's annual report pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
The undersigned Registrant hereby undertakes to deliver or cause to be
delivered with the prospectus, to each person to whom the prospectus is sent
or given, the latest annual report to security holders that is incorporated
by reference to the prospectus and furnished pursuant to and meeting the
requirements of Rule 14a-3 or Rule 14c-3 under the Securities Exchange Act of
1934; and, where interim financial information required to be presented by
Article 3 of Regulation S-X is not set forth in the prospectus, to deliver,
or cause to be delivered to each person to whom the prospectus is sent or
given, the latest quarterly report that is specifically incorporated by
reference in the prospectus to provide such interim financial information.
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, Registrant
has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by
Registrant of expenses incurred or paid by a director, officer or controlling
person of 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, 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, 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 Louisville, State of Kentucky, on December 23,
1997.
CARETENDERS HEALTH CORP.
By: William B. Yarmuth
Chairman, President and Chief Executive Officer
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.
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints William B. Yarmuth and C. Steven Guenthner and
each of them such individual's true and lawful attorneys-in-fact and agents,
with full power of substitution and resubstitution, for such individual and
in his or her name, place and stead, in any and all capacities, to sign all
amendments (including post-effective amendments) to this Registration
Statement and any registration statement related to the offering contemplated
by this Registration Statement that is to be effective upon filing pursuant
to Rule 462(b) under the Securities Act of 1933, and to file the same, with
all exhibits thereto, and all documents in connection therewith, with the
Securities and Exchange Commission and any State or other regulatory
authority, 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 or necessary to be done in and about the premises as fully to all
intents and purposes as he or she might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or any
of them, or their substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.
<PAGE>
Signature Title Date
/s/ William B. Yarmuth Chairman of the Board, President December 23, 1997
William B. Yarmuth and Chief Executive Officer
/s/ C. Steven Guenthner Senior Vice President and Chief December 23, 1997
C. Steven Guenthner Financial Officer (Chief Financial
and Accounting Officer)
/s/ Steven B. Bing Director December 29, 1997
Steven B. Bing
/s/ Patrick B. McGinnis Director December 29, 1997
Patrick B. McGinnis
/s/ Donald G. McClinton Director December 29, 1997
Donald G. McClinton
/s/ Tyree G. Wilburn Director December 29, 1997
Tyree G. Wilburn
/s/ Jonathan Goldberg Director December 29, 1997
Jonathan Goldberg
/s/ Wayne T. Smith Director December 29, 1997
Wayne T. Smith
Exhibit 4.3 - Amended and Restated Revolving Credit Note Between the
Registrant and Heller Financial dated October 13, 1995.
AMENDED AND RESTATED
REVOLVING CREDIT NOTE
$12,000,000 October 13, 1995
Chicago, Illinois
FOR VALUE RECEIVED, the undersigned corporations, Caretenders
Health Corp, National Health Industries, Inc., HHJC Holdings, Inc.,
Housecalls, Inc., Home Health of Jefferson County, Inc., Adult Day
Clubs of America Joint Venture, Ltd., Adult Day Care of Maryland,
Inc., Adult Day Care of America, Inc., Caretenders of Louisville,
Inc., Caretenders of the Bluegrass, Inc., Caretenders of
Elizabethtown, Inc., Caretenders of Indiana, Inc., Caretenders
Homecare, Inc., Caretenders of Birmingham, Inc., Housecalls of
America, Inc., Caretenders of Boston, Inc., Caretenders of Richmond,
Inc., Caretenders Infusion Corporation, Caretenders Infusion of
Birmingham, Inc., Freelife Medical Equipment, Inc., Caretenders
Visiting Services of Richmond, Inc., and National Orthopedic &
Rehabilitation Services, Inc. (collectively, "Borrowers") hereby
jointly and severally unconditionally promise to pay to the order of
HELLER FINANCIAL, INC., a Delaware corporation ("Heller"), at Heller's
office located at 500 West Monroe Street, Chicago, Illinois 60661, or
at such other place as the holder of this Note may from time to time
designate in writing, in lawful money of the United States of America
and in immediately available funds, the principal sum of TWELVE
MILLION DOLLARS ($12,000,000), or, if less, the aggregate unpaid
principal amount of all Revolving Credit Advances made to Borrowers by
Heller pursuant to the Loan Agreement (as hereinafter defined) at such
times as are specified in and in accordance with the provisions of the
Loan Agreement.
This Note is the Revolving Credit Note referred to in section 1.1
of the Loan Agreement of even date herewith among Borrowers and Heller
(as amended, supplemented or restated from time to time the "Loan
Agreement"; capitalized terms used herein and not otherwise
specifically defined herein shall have the meanings assigned to them
in the Loan Agreement) and is issued to evidence Revolving Credit
Advances made to Borrowers pursuant to the provisions of the Loan
Agreement, to which reference is hereby made for a statement of the
terms, conditions and covenants under which the Revolving Credit
Advances evidenced hereby were made and are to be repaid, including,
but not limited to, those related to acceleration of the indebtedness
represented hereby upon the occurrence of an Event of Default or upon
the termination of the Loan Agreement. Payment of this Note is
secured, inter alia, by the Collateral.
Borrowers, jointly and severally, promise to pay interest on the
outstanding unpaid principal amount hereof, as provided in the Loan
Agreement, from the date hereof until payment in full hereof at a rate
<PAGE>
per annum equal to the Base Rate plus one percent (1%), as determined
in accordance with the Loan Agreement, provided that following the
occurrence of an Event of Default, at the option of Heller evidenced
by its written notice to Borrowers, Borrowers shall pay to Heller
interest from the date of such Event of Default to and including the
date of cure of such Event of Default on the outstanding principal
balance of all Advances and other Obligations at the Default Interest
Rate, in order to compensate Heller for the additional credit risk and
not as a penalty. Interest shall be computed on the daily principal
balance on the basis of a 360-day year for the actual number of days
elapsed in the period during which it accrues and shall be payable as
provided in the Loan Agreement.
In no event shall the total interest received by Heller on the
principal amount of the Obligations pursuant to the terms hereof
exceed the maximum rate permitted by applicable law (the *'Maximum
Rate") and in the event excess interest ("Excess Interest_) is
determined by a court of competent jurisdiction to have been paid, (a)
at Heller's option, such Excess Interest shall be applied as a credit
against the outstanding principal balance of the Obligations or
accrued but unpaid interest (not to exceed the maximum amount
permitted by law), refunded to the applicable Borrowers or any
combination thereof (b) the Interest Rate shall be automatically
reduced to the Maximum Rate, and (c) Borrowers shall not have any
action against Heller for any damages arising out of the payment or
collection of Excess Interest. Notwithstanding the foregoing, if for
any period of time interest on any Obligations is calculated at the
Maximum Rate rather than the applicable rate under this Agreement, and
thereafter such applicable rate becomes less than the Maximum Rate,
the rate of interest payable on such Obligations shall remain at the
Maximum Rate until Heller shall have received the amount of interest
which Heller would have received during such period on such
Obligations had the rate of interest not been limited to the Maximum
Rate during such period.
Borrowers hereby waive demand, presentment, protest, notice of
demand, dishonor, presentment, protest, nonpayment and all other
notices in connection with this Note. Subject to the Loan Agreement,
Borrowers also waive all rights to notice and hearing of any kind upon
the occurrence of an Event of a Default prior to the exercise by
Heller of its rights to repossess the Collateral without judicial
process or to replevy, attach or levy upon the Collateral without
notice or hearing.
If this Note is collected by or through an attorney-at-law, all
costs of collection, including reasonable attorneys' fees, shall be
payable by the undersigned.
THIS NOTE SHALL BE INTERPRETED AND THE RIGHTS AND LIABILITIES OF
THE PARTIES HERETO DETERMINED IN ACCORDANCE WITH THE INTERNAL LAWS (AS
OPPOSED TO CONFLICTS OF LAW PROVISIONS) AND DECISIONS OF THE STATE OF
ILLINOIS. Whenever possible each provision of this Note shall be
interpreted in such manner as to be effective and valid under
applicable law, but if any provision of this Note shall be prohibited
by or invalid under applicable law, such provision shall be
ineffective to the extent of such prohibition or invalidity, without
invalidating the remainder of such provision or the remaining
provisions of this Note. Whenever in this Note reference is made to
<PAGE>
Heller or Borrowers, such reference shall be deemed to include, as
applicable, a reference to their respective successors and assigns.
The provisions of this Note shall be binding upon and shall inure to
the benefit of such successors and assigns. Each Borrower's successors
and assigns shall include, without limitation, a receiver, trustee or
debtor in possession of or for such Borrowers.
This Note may be executed by each of the parties hereto on a
separate copy of the signature page hereof and all such signature
pages taken together, when attached to this Note, shall constitute a
fully executed counterpart hereof.
WITNESS the signature of the undersigned, as of the date first
above written.
CARETENDERS HEALTH CORP. NATIONAL HEALTH INDUSTRIES,INC.
By: By:
Title: Title:
HHJC HOLDINGS, INC. HOUSECALLS INC.
By: By:
Title: Title:
HOME HEALTH OF JEFFERSON, ADULT DAY CARE OF AMERICA,
COUNTY, INC. INC.
By: By:
Title: Title:
SIGNATURES CONTINUED ON NEXT PAGE)
<PAGE>
ADULT DAY CARE OF MARYLAND, ADULT DAY CLUBS OF AMERICA-JOINT
INC. VENTURE, LTD.
By: By:
Title: Title:
CARETENDERS OF LOUISVILLE, INC. CARETENDERS OF THE BLUEGRASS,
INC.
By: By:
Title: Title:
CARETENDERS OF ELIZABETHTOWN, CARETENDERS OF INDIANA, INC.
INC
By: By:
Title: Title:
CARETENDERS HOMECARE, INC. CARETENDERS OF BIRMINGHAM, INC.
By: By:
Title: Title:
HOUSECALLS OF AMERICA, INC. CARETENDERS OF BOSTON, INC.
By: By:
Title: Title:
CARETENDERS OF RICHMOND, INC. CARETENDERS INFUSION CORPORATION
By: By:
Title: Title:
CARETENDERS INFUSION OF FREELIFE MEDICAL EQUIPMENT, INC.
BIRMINGHAM, INC.
By: By:
Title: Title:
CARETENDERS VISITING SERVICES NATIONAL ORTHOPEDIC &
OF RICHMOND, INC. REHABILITATION SERVICES, INC.
By: By:
Title: Title:
<PAGE>
CUMULATIVE AMENDMENT NO. 1 TO MEDICAL
CLAIMS REVOLVING LOAN AGREEMENT
This Cumulative Amendment No. 1 ("Cumulative Amendment") to that
certain Medical Claims Revolving Loan Agreement dated the 20th day of
June, 1994, as the same has been or may be amended by Amendment
Numbers 1 and 2 (the "Agreement") entered into by and between
Caretenders Health Corp., National Health Industries Inc., HFJC
Holdings, Inc., Housecalls, Inc., Home Health of Jefferson County,
Inc., Adult Day Clubs of America Joint Venture, Ltd., Adult Day Care
of Maryland, Inc., Adult Day Care of America, Inc., Caretenders of
Louisville, Inc., Caretenders of the Bluegrass, Inc., Caretenders of
Elizabethtown, Inc., Caretenders of Indiana, Inc., Caretenders
Homecare. Inc., Caretenders of Birmingham, Inc., Housecalls of
America, Inc., Caretenders of Boston, Inc., Caretenders of Richmond,
Inc., Caretenders Infusion Corporation, Caretenders Infusion of
Birmingham, Inc., Freelife Medical Equipment, Inc., Caretenders
Visiting Services of Richmond, Inc., and National Orthopedic &
Rehabilitation Services, Inc. (each individually as a "Provider" and
collectively as _Providers_) and Heller Financial, Inc. ("Heller") is
dated as of the 13th day of October, 1995. Capitalized terms used
herein and not otherwise defined herein shall have the meanings
ascribed to them in the Agreement.
WHEREAS, Heller and Providers have agreed to certain changes to
the Agreement; and
WHEREAS, Providers and Heller desire to enter into this
Cumulative Amendment to reflect the terms of such agreements and to
consolidate all prior amendments to the Agreement;
NOW, THEREFORE, in consideration of the premises, provisions, and
covenants contained herein, ten dollars, and other good and valuable
consideration, the receipt and sufficiency of which is hereby
acknowledged, Providers and Heller agree as follows:
1. Subsection 1.1 A. (2) of the Agreement is amended by deleting
that subsection in its entirety and inserting the following in lien
thereof:
"(2) As used herein, "Revolving Credit Advance Base" means, as to
any Provider, an amount equal to (i) ninety-five percent (95%) of the
net amount of the Estimated Insured Value of outstanding Eligible
Commercial Claims, Government Claims, and Private Pay Claims of
Provider and (ii) fifty percent (50%) of the net value of Eligible
Inventory, less, in both cases, such reserves as Heller elects to
establish pursuant to Section 1.4 B hereof. Commercial Claims,
Government Claims, and Private Pay Claims shall only be considered for
advance against if they are deemed Eligible Claims pursuant to
subsection 1.1 D. (i) hereof, and Eligible Inventory shall only be
considered for advance against if it is deemed Eligible Inventory
pursuant to subsection 1.1 D. (ii) hereof."
2. Subsection 1.1 B. of the Agreement is amended by deleting that
subsection in its entirety and inserting the following in lieu
thereof:
<PAGE>
"B. Advance Limits
. Notwithstanding the foregoing, (a) in no
event shall the total of all Advances to and all other Obligations of
Providers to Heller outstanding at any one time exceed the lesser of
the Total Advance Limit or the Revolving Credit Base, (b) in no event
shall the total of all Advances outstanding against Private Pay Claims
of Provider exceed the Private Pay Advance Limit, (c) in no event
shall Advances against Eligible Inventory exceed fifty percent (50%)
of Eligible Inventory, and (d) in no event shall Advances against
Eligible Commercial Claims, Government Claims, and Private Pay Claims
exceed ninety-five percent (95%) of the net amount of the Estimated
Insured Value of such Claims, in each case, less any applicable
reserves established by Heller pursuant to Section 1.4 B._
3. Subsection 1.1 D. of the Agreement is amended by deleting that
subsection in its entirety and inserting the following in lieu
thereof:
"D. Eligibility Criteria
. (i) Eligible Claims
. Claims shall be
deemed "Eligible Claims_ pursuant to Heller's sole determination of
eligibility in accordance with its customary credit criteria. Without
limiting the generality of the foregoing, the following Claims are not
Eligible unless otherwise agreed by Heller:
1. Other Claims;
2. Claims outstanding more than one hundred eighty (180)
days from the date of service;
3. Claims where the commercial Payor is located outside
the United States;
4. Claims where Heller has notified Provider that the
commercial or government Payor does not have satisfactory credit
or financial standing (as determined in the sole discretion of
Heller);
5. Claims with respect to which Heller does not have a
valid, first priority and fully perfected security interest;
6. Claims subject to any Lien except those in favor of
Heller;
7. Any Claim with respect to which Payor is a Person to
whom Provider is indebted, provided, however, that any such Claim
shall only be ineligible as to that portion of the Claim which is
less than or equal to the amount owed by Provider to such Person
and provided further that indebtedness to Humana or any other
Person for insurance purchased by Providers and cost report
settlement amounts owed by Providers to the government shall not
be included hereunder;
8. Claims where the Payor notification letters required by
Section 2.6 A (13) have not been sent;
9. That part of Government Claims consisting of cost
report settlements due to Providers, regardless of whether such
settlement amounts are the result of interim or final cost
reports;
<PAGE>
10. Claims that have arisen from discontinued operations.
11. Claims generated by Freelife Rehab Resources, Inc.,
f/k/a Freelife Medical Equipment, Inc. (Freelife).
(ii) Eligible Inventory. Eligible Inventory means, as at any
date of determination, the value (determined at the lower of cost
or market on a first-in, first-out basis) of all Inventory owned
by and in the possession of Providers and located in the United
States of America that Heller, in its reasonable credit judgment,
deems eligible for borrowing purposes. Without limiting the
generality of the foregoing, unless otherwise agreed by Heller,
the following is not Eligible Inventory: (a) work-in-process that
is not readily marketable in its current form; (b) finished goods
which do not meet the specifications of the purchase order for
such goods; (c) Inventory which Heller determines is unacceptable
for borrowing purposes due to age, quality, type, category,
and/or quantity; (d) Inventory with respect to which Heller does
not have a valid, first priority and fully perfected security
interest; (e) Inventory with respect to which there exists any
Lien in favor of any Person other than Relict; (g) Inventory
produced in violation of the Fair Labor Standards Act and subject
to the so-called "hot goods" provisions contained in Title 29
U.S.C. (a)(i); (g) Inventory located at Freelife; and (h)
Inventory located at any location other than the locations listed
on Schedule 1 hereto."
4. Section 1 of the Agreement is amended by deleting subsections
1.6, 1.7, and 1.9 in their entirety and inserting the following new
subsections in lien thereof:
l.6. Early Termination Fee.
If Providers terminate this
Agreement for any reason prior to the second anniversary of the
Cumulative Amendment Date, other than as the result of a repayment in
full of all outstanding Obligations from cash flow generated from
operations, Providers shall pay Heller as liquidated damages and
compensation for the costs of being prepared to make funds available
to Providers under this Agreement, and not as a penalty, an aggregate
amount equal to $100,000 if terminated prior to the first anniversary
or $50,000 if terminated after the first anniversary, and prior to the
second anniversary; provided, however, Providers shall not be required
to pay this fee if, at the time of a termination prior to the second
anniversary of the Cumulative Amendment Date, Heller has assigned all
of its interest hereunder and is not acting as agent for any other
lender.
1.7 Administration Fee
. As additional consideration for the
start-up administration, and monitoring of this Agreement, Providers
shall pay to Heller, without demand, in addition to any interest and
other fees due under this Agreement an aggregate annual administration
fee in the amount of $40,000. Said administration fee shall be payable
monthly in arrears on the first day of each month, commencing on the
first day of the month following the Cumulative Amendment Closing
<PAGE>
Date, and on the Termination Date, except that the amount of the
administration fee payable on the Termination Date in respect of the
month in which the termination occurs shall be pro-rated based on the
number of days that this Agreement is in effect during such final
month. Heller may charge Providers' account for any portion of said
administration fee due from Provider hereunder. Said administration
fee shall be fully earned by Heller on the date payment thereof is due
and shall not be subject to rebate upon the termination of this
Agreement.
1.9 Underutilization Fee
. (a) So long as the Revolving Credit
Advances are less than seven million five hundred thousand dollars
($7,500,000), Providers shall pay to Heller a fee in an aggregate
amount equal to (i) (A) seven million five hundred thousand dollars
($7,500,000) less (B) the average daily amount of all outstanding
Advances to Providers during the preceding month multiplied by (ii)
one half of one percent (.5%) per annum, such fee to be calculated on
the basis of a 360-day year for the actual number of days elapsed and
to be payable monthly in arrears on the first day of the month
following the Cumulative Amendment Closing Date and the first day of
each month thereafter. Heller may charge Providers' account for any
portion of such 'be due from Providers hereunder; and
(b) At such time as the Revolving Credit Advances initially
equal or exceed seven million five hundred thousand dollars
($7,500,000) from and after such date, Providers shall pay to Heller a
fee in an aggregate amount equal to (i) (A) twelve million dollars
($12,000,000) less (B) the average daily amount of all outstanding
Advances to Providers during the preceding month multiplied by (ii)
one-half of one percent (.5%) per annum, such fee to be calculated on
the basis of a 360 day year for the actual number of days elapsed and
to be payable monthly in arrears on the first day of the month
following the Cumulative Amendment Closing Date and the first day of
each month thereafter. Heller may charge Providers' account for any
portion of such fee due from Providers hereunder."
5. Section 1 of the Agreement is amended by inserting the following
new section
1.10 Activation Fee
. As additional consideration for the
services to be provided by Heller hereunder and for Heller's agreement
to increase the Total Advance Limit to twelve million dollars
($12,000,000), Providers shall pay to Heller an activation fee of an
amount equal to one percent (1%) of the four million five hundred
thousand dollar ($4,500,000) line increase in the Total Advance Limit,
at such time as the total of the Revolving Credit Advances equals or
exceeds seven million five hundred thousand dollars ($7,500,000).
Heller may charge Providers' account for a portion of such fee due
from Providers hereunder."
6. Subsection 1.2 B of the Agreement is amended by deleting that
subsection in its entirety and inserting the following in lien
thereof;
_B. To the extent that at any time
<PAGE>
(a) the total of all outstanding Advances and other Obligations
(other than Obligations consisting of guarantees of obligations of
other Providers) exceeds the Total Advance Limit, less any applicable
reserves established by Heller pursuant to Section 1.4(B), or
(b) the total of all outstanding Advances against Private Pay
Claims exceeds the Private Pay Advance Limit, less any applicable
reserves established by Heller pursuant to Section 1.4(B), or
(c) the total of all outstanding Revolving Credit Advances of
Providers exceeds the Revolving Credit Advance Base of Providers, or
(d) the total of all outstanding Advances against Eligible
Inventory of Providers exceeds fifty percent (50%) of Eligible
Inventory, or
(e) the total outstanding of all Advances against Eligible
Commercial Claims, Government Claims, and Private Pay Claims exceeds
ninny-five percent (95%) of the net amount of the Estimated Insurance
Value of such Claims,
Providers jointly and severally agree to pay on demand any and all
amounts required to bring Providers' accounts within the foregoing
Advance Limits or within the foregoing Advance Bases."
7. Section 3 of the Agreement is amended by inserting a new
subsection W. as follows;
(i) Providers will maintain or cause to be maintained in
good repair, working order, and condition all material properties used
in its business and will make or cause to be made all appropriate
repairs, renewals, and replacements thereof Providers will maintain or
cause to be maintained, with financially sound and reputable insurers,
public liability and property damage insurance with respect to its
business and properties and the business and properties against loss
or damage of the kinds customarily carried or maintained by
corporations of established reputation engaged in similar businesses
and in amounts acceptable to Heller Providers shall cause Heller to be
named as loss payee on all insurance policies relating to any
Collateral pursuant to appropriate endorsements in form and substance
satisfactory to Heller.
(ii) All of the Inventory now owned or hereafter acquired by
Providers is and will be of good and merchantable quality and free
from defects and Providers are and will be the owner of such Inventory
free from any lien, security interest, or encumbrance, except in
Heller's favor; that all of the inventory is located at locations set
forth on Schedule 1 hereto unless it is in transit to Providers; that
Providers warrant and will defend the Inventory against all claims and
demands of any Persons at any time; and that Providers have good,
legal, and absolute right and power to pledge and grant liens and
security interests in the same to Heller
(iii) Providers represent and agree:
(a) To report, in form satisfactory to Heller, such Information
as Heller may request regarding Inventory; such reports shall be for
such periods, shall reflect Providers' records as at such times, and
<PAGE>
shall be rendered with such frequency as Heller may designate, but in
no event less than monthly.
(b) To notify Heller immediately of any event causing loss or
depreciation in the value of Inventory and the amount of such loss or
depreciation.
(c) To execute and deliver to Heller all instruments, documents,
and evidences deemed by Heller to be necessary or desirable to perfect
the lien and security interest granted to Heller hereby in accordance
with any applicable law, or otherwise, and to carry out the intent and
purpose of this Agreement. Whenever any Inventory is located upon
leased Premises, Providers shall, at Heller's request, cause the owner
and lessor of such premises to execute and deliver to Heller consents
and subordinations of lien in form acceptable to Heller.
(iv) Providers shall keep correct current stock, cost and sales
records of its Inventory, accurately and sufficiently itemizing and
describing the kinds, type, and quantities of Inventory and the cost
and selling prices thereof all of which records shall be continuously
available to Heller for inspection; and Heller shall, at all
reasonable times, have access to and the right to inspect and draw off
data torn any of Providers' other books and records for the purposes
of checking and verifying all such statements, stock, cost and sales
records.
(v) Providers shall at all reasonable times and from time to
time allow, by or through any of its officers, agents. attorneys, or
accountants, Heller to examine or inspect the Inventory wherever
located and, for such purposes, to enter upon Providers premises or
wherever any of the Inventory may be found.
(vi) Until default, Providers may use the Inventory in any lawful
manner not inconsistent with this Agreement or with the terms or
conditions of any policy of insurance thereon, may use and consume any
raw materials or supplies, the use and consumption of which is
necessary in order to carry on Providers' business, and may also sell
the Inventory in the ordinary course of business. A sale in the
ordinary course of business does not include a transfer in partial or
total satisfaction of a debt owing by Providers to someone other than
Heller."
8. Section 3.2 of the Agreement is amended by deleting that Section
in its entirety and inserting the following in lieu thereof:
"3.2 Financial Covenants. The following financial covenants shall
be applicable:
1. Tangible Net Worth
. At each month end, Providers shall
maintain, on a consolidated basis, Tangible Net Worth of not less than
nine million dollars ($9,000,000) at all times.
2 Total Debt Coverage
. At each month end, Providers' Total
Debt Coverage, on consolidated basis, for the Trailing Twelve-Month
<PAGE>
Period, shall not be less than the following amounts for each month
end occurring during the periods indicated below:
Period Amount
From July 31, l995 through December 3l, 1995 2.20
From January 1, 1996 and thereafter 2.50
3. Unfinanced Capital Expenditures
. At each month end,
Providers' unfinanced Capital Expenditures, on a consolidated basis,
for the Trailing Twelve-Month Period, shall not exceed the lesser of
(i) $4,000,000 or (ii) the following amounts for each month end
occurring during the periods indicated below
Period Amount
Fiscal Year Ending March 31, 1996 70% of EBBIDAT
Fiscal Years Ending March 31, l997
and March 3l, 1998 91% of EBBIDAT
Fiscal Year Ending March 31, 1999 80% of EBBIDAT
Fiscal Year Ending March 31, 2000
and each Fiscal Year Thereafter 75% of EBBIDAT
9. Section 7 of the Agreement is amended by deleting the first two
the following new two sentences in lieu thereof:
"This Agreement shall continue in force and effect until October
13, 1998 and for annual one (1) year terms thereafter unless either
Providers or Heller delivers to the other party notice of a
termination of this Agreement not less than sixty (60) days prior to
the commencement of the last year of the then effective term or any
anniversary thereof Providers may terminate this Agreement prior to
October 13, 1998 by delivering sixty (60) days prior written notice to
Heller, provided, however, that upon any termination of this Agreement
by Providers prior to October 13, 1998, Providers shall pay Heller the
fees, if any, due under Section 1.6 hereof."
10. Section 10 of the Agreement is amended by deleting Providers
address and inserting the following new address for Providers:
_Caretenders Health Corp.
100 Mallard Creek Road, Suite 400
Louisville, KY 40207"
11. Section 11 of the Agreement is amended by deleting the following
definitions and inserting the following new definitions in
alphabetical order:
Interest Rate"
- Interest Rate shall be a rate per annum equal
to the base Rate plus one percent (1%)
<PAGE>
"Revolving Credit Note"
-- Revolving Credit Note shall mean the
Amended and Restated Revolving Credit Note executed by Providers
hereunder in the amount of twelve million dollars ($12,000,000).
"Total Advance Limit"
- Total Advance Limit shall mean twelve
million dollars ($12,000,000)."
12. Section 11 of the Agreement is further amended by inserting the
following new definitions in alphabetical order:
_ _Cumulative Amendment Closing Date_ -E Cumulative Amendment
Closing Date shall mean October 13, 1995.
_Eligible Inventory" -- Eligible Inventory shall have the meaning
ascribed to that term in subsection 1.1 D. (ii) hereof."
13. All references to Exhibit A in the Agreement shall mean the
Amended and Restated Revolving Credit Note attached hereto as Exhibit
A.
14. All references to Collateral Report in the Agreement shall mean
the Collateral Report attached hereto as Exhibit B.
15. MISCELLANEOUS
15.1
Representations and Certifications. Providers represent and
warrant to Heller as follows:
(a) Authorization of Cumulative Amendment
. The execution,
delivery, and performance of this Cumulative Amendment are within
Providers corporate power, have been duly authorized by all necessary
or proper corporate action and do not require the consent or approval
of any other person or entity which has not been obtained and a copy
thereof furnished to Heller.
(b) Execution of Cumulative Amendment
. This Cumulative
Amendment has been executed and delivered by duly authorized officers
of Providers and it is a legal, valid, and binding obligation of
Providers, enforceable against Providers in accordance with its terms.
(c) Compliance of Cumulative Amendment with Laws, etc
. The
execution, delivery, and performance of this Cumulative Amendment in
accordance with its terms does not and will not by the passage of
time, the giving of notice, or otherwise, (i) require any governmental
approval or violate any applicable law relating to Providers, (ii)
conflict with, result in a breach of or constitute a default under the
Articles or Certificates of Incorporation or By-laws of Providers, any
material provisions of any indenture, agreement, or any other
instrument to which Providers are a party or by which Providers or any
of their respective properties may he bound or any governmental
approval relating to Providers, or (iii) result in or require the
creation or imposition of any Lien upon or with respect to any
<PAGE>
property now owned or hereafter acquired by Providers other than in
favor of Heller.
15.2 Confirmation Security Interests
. Providers acknowledge and
agree that the security interest granted to Heller by Providers in the
Collateral remain first and valid liens therein, and Providers
represent and warrant that as of the date hereof there are no claims,
set-off, or defenses to Heller's exercise of any rights or remedies
available to Heller as an owner of the Collateral in realizing upon
the Collateral under the terms and conditions of this Cumulative
Amendment, the Agreement, or the Financing Agreements. providers have
not assigned or attempted to assign any claim; set-off, or defense to
any Person.
15.3 Valid and Binding Obligation
. Providers acknowledge and
agree that Providers' Obligations arising from this Cumulative
Amendment, the Agreement, and the Financing Agreements are the valid
and binding obligations of Providers, and Providers have no claims;
setoffs, or defense to the payment by Providers of Providers'
Obligations, and Heller may enforce the payment of Providers'
Obligations as set forth in this Cumulative Amendment the Agreement,
and the Financing Agreements.
15.4 Waiver and Release
. Providers waive and affirmatively agree
not to allege or otherwise pursue any or all defenses, affirmative
defenses, counterclaims, claims, causes of action, setoffs, or other
rights that they may have to contest (i) any provision of the
Agreement, this Cumulative Amendment, or the Financing Agreements;
(ii) the right of Heller to all proceeds from the Collateral; (iii)
the ownership and security interest of Heller in any property (whether
real or personal, tangible or intangible), right or other interest,
now or hereafter arising in connection with the Collateral; or (iv)
the conduct of Heller in administering this Cumulative Amendment, the
Agreement, the Financing Agreements, or otherwise. In consideration of
the terms and conditions of this Cumulative Amendment, the receipt and
sufficiency of which consideration is hereby acknowledged by
Providers, Providers hereby release Heller, its parent, affiliates,
agents, servants, employees, directors, attorneys, successors, and
assigns from any and all liabilities, claims, actions, or causes of
action accruing to Providers or its Affiliates, arising out of or in
any manner connected with this Cumulative Amendment, the Agreement,
the Financing Agreements, or Heller's activities, including, without
limitation, all actions taken or not taken by Heller in connection
with the collection of the Claims or administration of this Cumulative
Amendment, the Agreement, the Financing Agreements, or otherwise.
15.5 Waiver of Providers' Defenses
. Providers agree that they
have no claim or defense of any kind by way of offset or otherwise to
the payment and satisfaction in full of the Obligations under this
Cumulative Amendment or the Agreement. To the extent that such claim
or defense may or does exist, Providers waive any and all defense
arising by reason of (i) any and all amendments or modifications of
any document; (ii) any and all alterations, accelerations, extensions,
or other changes in the time and manner of payment or performance;
<PAGE>
(iii) any and all increases or decreases in the Interest Rate or other
change; (iv) the release, substitution, or addition of Collateral; (v)
any failure of Heller to give notice of Default to Providers; (vi) any
failure of Heller to pursue Providers or any property of Providers
with any due diligence; and (vii) any failure of Heller to resort to
the Collateral or remedies which may be available to it and the same
shall not operate to release Providers hereunder.
15.6 Heller's Waiver
. Except as specifically set forth herein,
nothing contained herein shall be construed as a waiver of any right
or remedy of Heller under this Cumulative Amendment, the Agreement,
the Financing Agreements, or otherwise under applicable law.
15.7 Incorporation of Financing Agreements: Conflicting Terms
.
Future administration of the Financing Agreements shall continue to be
governed by the covenants, terms, and conditions of the Financing
Agreements executed prior to the date hereof which are incorporated
herein by this reference, except to the extent that the same have been
amended, terminated, supplemented, or superseded by this Cumulative
Amendment.
15.8 Counterparts. This Cumulative Amendment may be executed by
each party to this Cumulative Amendment upon a separate copy, and in
such case one counterpart of this Cumulative Amendment shall consist
of enough of such copies to reflect the signature of all of the
parties to this Cumulative Amendment. This Cumulative Amendment may be
executed in two or more counterparts, each of which shall be deemed an
original, and it shall not be necessary in making proof of this
Cumulative Amendment or its terms to produce or account for more than
one of such counterparts.
15.9 Construction of Cumulative Amendment
. This Cumulative
Amendment is a Financing Agreement executed pursuant to the Agreement
and shall he construed, administered, and applied in accordance with
all the terms and provisions of the Agreement.
15.10 Governing Law
. This Cumulative Amendment shall be
governed by and construed in accordance with the internal laws of the
State of Illinois.
15.11 Successors and Assigns. This Cumulative Amendment shall
be binding upon and inure to the benefit of the parties hereto and
their respective successors and assigns.
IN WITNESS WHEREOF, the parties hereto have caused this
Cumulative Amendment to be executed by their respective officers
hereunder duly authorized as of the day and year noted above.
CARETENDERS HEALTH CORP. NATIONAL HEALTH INDUSTRIES,INC.
By: By:
Title: Title:
HHJC HOLDINGS, INC. HOUSECALLS INC.
By: By:
Title: Title:
HOME HEALTH OF JEFFERSON, ADULT DAY CARE OF AMERICA,
COUNTY, INC. INC.
By: By:
Title: Title:
SIGNATURES CONTINUED ON NEXT PAGE)
<PAGE>
ADULT DAY CARE OF MARYLAND, ADULT DAY CLUBS OF AMERICA-JOINT
INC. VENTURE, LTD.
By: By:
Title: Title:
CARETENDERS OF LOUISVILLE, INC. CARETENDERS OF THE BLUEGRASS, INC.
By: By:
Title: Title:
CARETENDERS OF ELIZABETHTOWN, CARETENDERS OF INDIANA, INC.
INC
By: By:
Title: Title:
CARETENDERS HOMECARE, INC. CARETENDERS OF BIRMINGHAM, INC.
By: By:
Title: Title:
HOUSECALLS OF AMERICA, INC. CARETENDERS OF BOSTON, INC.
By: By:
Title: Title:
CARETENDERS OF RICHMOND, INC. CARETENDERS INFUSION CORPORATION
By: By:
Title: Title:
CARETENDERS INFUSION OF FREELIFE MEDICAL EQUIPMENT, INC.
BIRMINGHAM, INC.
By: By:
Title: Title:
CARETENDERS VISITING SERVICES NATIONAL ORTHOPEDIC &
OF RICHMOND, INC. REHABILITATION SERVICES, INC.
By: By:
Title: Title:
(LETTERHEAD OF GREENEBAUM DOLL & MCDONALD PLLC)
December 30, 1997
Caretenders Health Corp.
100 Mallard Creek Road, Suite 400
Louisville, KY 40207
Ladies and Gentlemen:
We have acted as legal counsel in connection with the
preparation of a Registration Statement on Form S-8 under
the Securities Act of 1933, as amended (the _Registration
Statement_), covering an aggregate of 100,000 shares of
Common Stock, par value $.10 per share (the _Common Stock_),
of Caretenders Health Corp., a Delaware corporation (the
_Company_), to be issued under the Non-Employee Directors
Deferred Compensation Plan (the _Plan_).
We have examined and are familiar with the Certificate
of Incorporation and By-Laws of the Company, and the various
corporate records and proceedings relating to the
organization of the Company and the proposed issuance of the
Common Stock. We have also examined such other documents
and proceedings as we have considered necessary for the
purpose of this opinion.
Based on the foregoing, it is our opinion that the
Common Stock has been duly authorized and, when issued and
paid for in accordance with the terms of the Registration
Statement and the Plan, will be validly issued, fully paid
and non-assessable.
We hereby consent to the filing of this Opinion as an
exhibit to the Registration Statement, and with such state
securities administrators as may require such opinion of
counsel for the registration of the Common Stock. In giving
this consent, we do not thereby admit that we are within the
category of persons whose consent is required under Section
7 of the Securities Act of 1933, as amended, or the Rules
and Regulations of the Securities and Exchange Commission
thereunder.
Very truly yours,
/s/ Greenebaum Doll & McDonald PLLC
Exhibit 23.2 - Consent of Arthur Andersen LLP.
Consent of Independent Public Accountants
As independent public accountants, we hereby consent to the
incorporation by reference in this registration statement of our
reports dated June 5, 1997 included in the Caretenders Health Corp.
Form 10-K for the year ended March 31, 1997, and to all references to
our firm included in this registration statement.
ARTHUR ANDERSEN LLP
Louisville, Kentucky
December 31, 1997
