<PAGE> 1
As filed with the Securities and Exchange Commission on April 22, 1998
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
DVI, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 22-2722773
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
500 HYDE PARK 18901
DOYLESTOWN, PENNSYLVANIA (Zip code)
(Address of principal executive offices)
1986 INCENTIVE STOCK OPTION PLAN
(Full title of the plan)
MICHAEL A. O'HANLON
500 HYDE PARK
DOYLESTOWN, PENNSYLVANIA 18901
(215) 345-6600
(Name, address and telephone number,
including area code, of agent for service)
With a copy to:
JOHN A. HEALY, ESQ.
ROGERS & WELLS LLP
200 PARK AVENUE
NEW YORK, NEW YORK 10166
(212) 878-8281
CALCULATION OF REGISTRATION FEE
================================================================================
<TABLE>
<CAPTION>
Proposed Maximum Proposed Maximum
Amount to be Offering Price Aggregate Offering Amount of
Title of Securities to be Registered Registered (1) Per Share (2) Price (2) Registration Fee (2)
- ------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value $.005 per share 660,000 shares $24.75 $16,335,000 $4,818.83
==============================================================================================================================
</TABLE>
(1) Represents the maximum number of shares that may be acquired under the
Registrant's 1986 Stock Option Plan (the "Plan")
(2) Calculated for purposes of computing the registration fee only. Pursuant to
Rule 457(h) under the Securities Act of 1933, the Proposed Maximum Offering
Price Per Share is based upon $24.75, which is the average of the high and
low prices of the Registrant's Common Stock reported in the consolidated
reporting system of the New York Stock Exchange on April 17, 1998.
<PAGE> 2
STATEMENT OF INCORPORATION BY REFERENCE
This Registration Statement on Form S-8 incorporates by reference the
contents of the Registration Statement on Form S-8, File No. 33-44046, filed by
the Registrant on November 19, 1991 relating to the Registrant's 1986 Incentive
Stock Option Plan.
2
<PAGE> 3
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 Doylestown, Commonwealth of Pennsylvania on April 16,
1998.
DVI, INC.
By: /s/ Michael A. O'Hanlon
------------------------------------
Name: Michael A. O'Hanlon
Title: Chief Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that we, the undersigned officers and
directors of DVI, Inc. hereby severally constitute Michael A. O'Hanlon and
Steven R. Garfinkel and each of them singly, our true and lawful attorneys with
full power to them, and each of them singly, to sign for us and in our names in
the capacities indicated below, the Registration Statement filed herewith and
any and all amendments to said Registration Statement (including without
limitation any amendments filed pursuant to Section 462(b) of the Securities Act
of 1933), and generally to do all such things in our names and in our capacities
as officers and directors to enable DVI, Inc. to comply with the provisions of
the Securities Act of 1933, and all requirements of the Securities and Exchange
Commission, hereby ratifying and confirming our signature as they may be signed
by our said attorneys, or any of them, to said Registration Statement and any
and all amendments thereto.
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS
REGISTRATION STATEMENT HAS BEEN SIGNED BELOW BY THE FOLLOWING PERSONS IN THE
CAPACITIES AND ON THE DATES INDICATED.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ Michael A. O'Hanlon Chief Executive Officer, April 16, 1998
- -----------------------------------
MICHAEL A. O'HANLON President and Director
/s/ Steven R. Garfinkel Senior Vice President and April 16, 1998
- -----------------------------------
STEVEN R. GARFINKEL Chief Financial Officer
(Principal Financial Officer)
/s/ John P. Boyle Vice President and Chief April 16, 1998
- -----------------------------------
JOHN P. BOYLE Accounting Officer
(Principal Accounting
Officer)
/s/ Gerald L. Cohn Director April 16, 1998
- -----------------------------------
GERALD L. COHN
</TABLE>
3
<PAGE> 4
<TABLE>
<S> <C> <C>
/s/ William S. Goldberg Director April 16, 1998
- -----------------------------------
WILLIAM S. GOLDBERG
/s/ John E. McHugh Director April 16, 1998
- -----------------------------------
JOHN E. McHUGH
/s/ Nathan Shapiro Director April 16, 1998
- -----------------------------
NATHAN SHAPIRO
/s/ Harry T.J. Roberts Director April 16, 1998
- -----------------------------------
HARRY T.J. ROBERTS
</TABLE>
4
<PAGE> 5
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Description Page
------- ----------- ----
No.
---
<S> <C> <C>
3.1* Certificate of Incorporation of the Company
3.2* By-Laws of the Company
4.1* Specimen of stock certificate for DVI's Common
Stock, par value $.005 per share
5.1 Opinion of counsel regarding the legality of the
Common Stock being registered
23.1 Consent of counsel (included in Exhibit 5.1)
23.2 Consent of Deloitte & Touche LLP
24 Power of attorney (see p. 3)
</TABLE>
- -------------
* Filed as an Exhibit to the Company's Registration Statement on Form S-3
(Registration No. 33-84604) and incorporated herein by reference.
5
<PAGE> 1
Exhibit 5.1
[LETTERHEAD OF ROGERS & WELLS LLP]
April 22, 1998
DVI, Inc.
500 Hyde Park
Doylestown, Pennsylvania
Ladies and Gentlemen:
We have acted as special counsel to DVI, Inc., a Delaware
corporation (the "Company"), in connection with the preparation and filing of
the Company's Registration Statement on Form S-8 (as the same may be amended or
supplemented from time to time, the "Registration Statement") with the
Securities and Exchange Commission (the "Commission") under the Securities Act
of 1933, as amended (the "1933 Act"), covering 660,000 shares (the "Shares") of
common stock, par value $.005 per share, which have been reserved by the
Company for issuance upon exercise of stock options previously granted under the
Company's 1986 Stock Option Plan (the "Plan").
In rendering the opinion expressed herein, we have examined the
Registration Statement in the form to be filed with the Commission on or about
the date hereof. In addition, we have examined originals or copies, certified or
otherwise identified to our satisfaction, of such documents, corporate records
and other instruments as we have deemed necessary, including the Certificate of
Incorporation and By-laws of the Company, and the corporate proceedings of the
Company relating to the authorization, offering and issuance of the Shares. As
to factual matters relevant to the opinion set forth below we have, with your
permission, relied upon certificates of officers of the Company and public
officials.
Based upon the foregoing, and such examination of law as we have
deemed necessary, we are of the opinion that the Shares have been duly
authorized and, upon issuance and delivery of the Shares by the Company
upon the exercise of the stock options and payment of the exercise price
thereof in accordance with the terms and provisions of the Plan, will be
validly issued, fully paid and nonassessable.
<PAGE> 2
We hereby consent to the filing of this opinion with the
Commission as an exhibit to the Registration Statement. In giving this consent,
we do not admit that we are within the category of persons whose consent is
required under Section 7 of the 1933 Act, or the Rules and Regulations of the
Commission promulgated thereunder.
Very truly yours,
/s/ Rogers & Wells LLP
<PAGE> 1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement on
Form S-8 dated April 21, 1998, of DVI, Inc. relating to the Incentive Stock
Option Plan, of our report dated July 31, 1997, appearing in and incorporated
by reference in the Annual Report on Form 10-K of DVI, Inc. for the year ended
June 30, 1997, which is part of this Registration Statement.
DELOITTE & TOUCHE LLP
Parsippany, New Jersey
April 21, 1998
