As filed with the Securities and Exchange Commission on June
8, 1994.
Registration No. 33-
Exhibit Index follows signature page.
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
CONTINENTAL MEDICAL SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
Delaware 51-0287965
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
600 Wilson Lane 717-790-8300
Post Office Box 715 (Registrant's telephone
Mechanicsburg, Pennsylvania 17055 number)
(Address of principal executive offices)
David G. Nation, Esq.
Senior Vice President and General Counsel
Continental Medical Systems, Inc. 717-790-8300
600 Wilson Lane, P.O. Box 715 (Agent's telephone
Mechanicsburg, Pennsylvania 17055 number)
(Agent for Service)
Please send copies of all communications to:
David G. Nation, Esq.
Continental Medical Systems, Inc.
P.O. Box 715, 600 Wilson Lane
Mechanicsburg, PA 17055
Approximate date of commencement of proposed sale to the public:
From time to time after the effective date of this Registration
Statement as determined by market conditions and other factors.
If the only securities being registered on this form are
being offered pursuant to dividend or interest reinvestment
plans, please check the following box. [ ]
If any of the securities being registered on this form are
to be offered on a delayed or continuous basis pursuant to Rule
415 under the Securities Act of 1933, other than securities
offered only in connection with dividend or interest reinvestment
plans, check the following box. [x]
CALCULATION OF REGISTRATION FEE
Proposed
Maximum
Offering Proposed Amount
Price Maximum of
Title of Per Aggregate Registra
shares to be Amount to be Share Offering -tion
registered Registered (1) Price (1) Fee
Common Stock 647,500 $9.75 $6,313,125.00 $2,176.94
(1) Calculated pursuant to Rule 457(c).
The registrant hereby amends this registration
statement on such date or dates as may be necessary to delay its
effective date until the registrant shall file a further
amendment which specifically states that this registration
statement shall thereafter become effective in accordance with
Section 8(a) of the Securities Act of 1933 or until the
registration statement shall become effective on such date as the
Commission, acting pursuant to said Section 8(a), may determine.
SUBJECT TO COMPLETION, DATED JUNE 8, 1994
647,500
Shares of
Common Stock
of
CONTINENTAL MEDICAL SYSTEMS, INC.
This Prospectus relates to 647,500 shares of Common
Stock, par value $.01 per share (the "Shares"), of Continental
Medical Systems, Inc. (the "Company") that are being offered for
sale, from time to time, by or for the account of the
stockholders named herein (the "Selling Stockholders"). See
"Selling Stockholders." The Company has been advised that the
Selling Stockholders expect to offer the Shares on the New York
Stock Exchange ("NYSE") through certain broker-dealers. See
"Plan of Distribution." The Company will not receive any of the
proceeds of the offering.
The Selling Stockholders will bear all discounts and
commissions paid to broker-dealers in connection with the sale of
the Shares and the fees and expenses of any counsel and other
advisers that the Selling Stockholders may employ to represent
them in this offering. Other offering expenses, estimated at
approximately $7,000, will be borne by the Company. See "Selling
Stockholders."
The closing price of the Company's shares of Common
Stock on June 7, 1994 on the NYSE was $9.75 per share.
The Company has agreed to indemnify the Selling
Stockholders against certain liabilities, including liabilities
under the Securities Act of 1933. See "Selling Stockholders."
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR
AMENDMENT. A REGISTRATION STATEMENT RELATING TO THESE SECURITIES
HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION.
THESE SECURITIES MAY NOT BE SOLD NOR MAY OFFERS TO BUY BE
ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL
OR THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY
SALE OF THESE SECURITIES IN ANY JURISDICTION IN WHICH SUCH OFFER,
SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR TO REGISTRATION OR
QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH JURISDICTION.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED
UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
The date of this Prospectus is June 8, 1994.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of
the Securities Exchange Act of 1934 ("Exchange Act") and in
accordance therewith files reports and other information with the
Securities and Exchange Commission ("SEC"). Such reports, proxy
statements and other information filed by the Company can be
inspected and copied at the public reference facilities
maintained by the SEC at Room 1024, Judiciary Plaza, 450 Fifth
Street, N.W., Washington, D.C. 20549, as well as at the following
SEC Regional Offices: 7 World Trade Center, Suite 1300, New York,
New York 10048; and Northwestern Atrium Center, Suite 1400, 500
West Madison Street, Chicago, Illinois 60621-2511. Copies can be
obtained from the SEC by mail at prescribed rates. Requests
should be directed to the Public Reference Section of the SEC,
Room 1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington,
D.C. 20549. The Common Stock of the Company is listed on the New
York Stock Exchange, and such material should also be available
for inspection at the library of the New York Stock Exchange, 20
Broad Street, New York, New York 10005.
The Company will provide without charge to each person,
including any beneficial owner, to whom a copy of this Prospectus
has been delivered, on the written or oral request of any such
person, a copy of any or all of the documents referred to under
"Documents Incorporated by Reference" which have been
incorporated in this Prospectus by reference, other than exhibits
to such documents (unless such exhibits are specifically
incorporated by reference into the information that this
Prospectus incorporates). Requests for such copies should be
directed to the General Counsel of Continental Medical Systems,
Inc., 600 Wilson Lane, Post Office Box 715, Mechanicsburg,
Pennsylvania 17055. Telephone requests may be directed to (717)
790-8300.
THE COMPANY
Continental Medical Systems, Inc. (together with its
various direct and indirect subsidiaries, the "Company") is one
of the largest providers of comprehensive medical rehabilitation
programs and services in the country. The Company has a
significant presence in each of the rehabilitation industry's
three principal sectors - inpatient rehabilitation care,
outpatient rehabilitation care and contract services. The
Company has developed and provides comprehensive inpatient and
outpatient rehabilitation programs and services for patients
suffering from stroke and other neurological and cardiac
disorders, orthopedic problems, head injuries, spinal cord
injuries, work-related disabilities and multiple trauma. The
Company's inpatient and outpatient rehabilitation programs and
services are delivered to patients through a plan of treatment
developed by an interdisciplinary team that includes physician
specialists, therapists and other medical personnel as determined
by the individual patient's needs.
The Company currently operates inpatient rehabilitation
hospitals, provides outpatient rehabilitation services and
manages inpatient rehabilitation units for general acute care
hospitals. These services are currently provided in 21 states.
In addition, the Company's Contract Services Group currently
provides physical, occupational, respiratory and speech therapy
services in 33 states and physician/locum tenens services in all
50 states.
The Company was incorporated in Delaware in 1985 and
commenced operations in March 1986. The address of its principal
executive office is 600 Wilson Lane, Post Office Box 715,
Mechanicsburg, Pennsylvania 17055. Its telephone number is (717)
790-8300.
USE OF PROCEEDS
The Company will not receive any of the proceeds from
the sale of the Shares offered by this Prospectus.
SELLING STOCKHOLDERS
The Selling Stockholders acquired the Shares being
registered hereunder in March 1994 in connection with the
Company's acquisition of all of the outstanding capital stock of
Medical Management Associates, Inc. ("MMA") owned by H. Ted
Levenson, M. Patricia Duggan and Gary Berry, M.D. (the "Selling
Stockholders"), pursuant to an Agreement and Plan of
Reorganization among MMA, the Company and the Selling
Stockholders. The Company is registering the Shares offered
hereby under the Securities Act of 1933, as amended (the
"Securities Act"), pursuant to its agreement to do so under the
Agreement.
The following table sets forth, as of April 30, 1994,
certain information with respect to the Selling Stockholders.
Number of
Shares Owned Number of
Name and address of Prior to the Shares being
Selling Stockholder Offering (1) Offered (1)
H. Ted Levenson 267,931
Medical Management
Associates, Inc.
1400 W. Hillcrest Drive
Newbury Park, CA 91320
M. Patricia Duggan 267,931 267,931
Medical Management
Associates, Inc.
1400 W. Hillcrest Drive
Newbury Park, CA 91320
Gary Berry, M.D. 111,638 111,638
1635 Folkstone Terrace
Westlake Village, CA 91361
_________________________
(1) Fifteen percent of the shares of Common Stock of the Company
owned by each of the Selling Stockholders shown in this
column were placed in escrow (the "Escrow Shares") at the
closing under the Agreement. The Escrow Shares may not be
sold or otherwise transferred by the Selling Stockholders
unless and until the Escrow Shares are released from escrow
to the Selling Stockholders in accordance with the terms of
the Agreement and the escrow agreement executed in
connection therewith.
Assuming that all Shares registered hereunder are sold
in the offering, the Selling Stockholders will not, based on
their respective holdings as of the date this Prospectus, own any
shares of the Company's Common Stock following the completion of
the offering.
Under the Agreement, all offering expenses are borne by
the Company, except the fees and expenses of any counsel and
other advisers that the Selling Stockholders may employ to
represent them in connection with the offering and all brokerage
discounts or commissions paid to broker-dealers in connection
with the sale of the Shares.
The Company and the Selling Stockholders have agreed to
indemnify each other against certain liabilities in connection
with the offering of the Shares, including liabilities arising
under the Securities Act.
PLAN OF DISTRIBUTION
The Shares are being offered by the Selling
Stockholders acting as principals for their own accounts.
Pursuant to the Agreement, the Selling Stockholders will offer
the Shares from time to time on the NYSE through broker-dealer
firms. Such broker-dealers may receive compensation in the form
of discounts, concessions or commissions from the Selling
Stockholders for whom they may act as agent in such transactions.
The Selling Stockholders will bear all discounts, concessions and
commissions incurred by them in the sale of the Shares. The
Selling Stockholders and any broker-dealers that participate in
the distribution of Shares offered hereby may be deemed to be
underwriters under the Securities Act, and any profit on the sale
of such securities by them, and any discounts, concessions or
commissions received by any such broker-dealers, might be deemed
to be underwriting discounts and commissions under the Securities
Act.
EXPERTS
The Company's consolidated financial statements as of
June 30, 1992 and 1993 and for each of the three years in the
period ended June 30, 1993 incorporated by reference into this
Prospectus have been so incorporated in reliance on the report of
Price Waterhouse, independent accountants, given on the authority
of said firm as experts in auditing and accounting.
LEGAL MATTERS
The validity of the issuance of the shares of Common
Stock offered hereby has been passed upon for the Company by
Drinker Biddle & Reath, Philadelphia, Pennsylvania. William M.
Goldstein, a director of the Company, is a partner of Drinker
Biddle & Reath. Mr. Goldstein holds of record 47,500 shares of
the Company's Common Stock and options granted under the
Company's 1989 Non-Employee Directors' Stock Option Plan to
purchase an additional 11,250 shares.
DOCUMENTS INCORPORATED BY REFERENCE
There are hereby incorporated by reference into this
Prospectus the following documents heretofore filed by the
Company with the SEC pursuant to the Exchange Act:
1. The Company's Annual Report on Form 10-K for the
fiscal year ended June 30, 1993;
2. The Company's Quarterly Reports on Form 10-Q for
the fiscal quarters ended September 30, 1993, December 31, 1993
and March 31, 1994;
3. A Current Report on Form 8-K filed on May 26, 1994
(containing the text of a press release describing the Company's
restructuring plan);
4. A Current Report on Form 8-K, as amended by a
Current Report on Form 8-K/A, filed on January 25, 1994 and
January 28, 1994, respectively (describing a change in the
Company's independent accountants);
5. A Current Report on Form 8-K filed on March 18,
1991 (containing a description of the Company's Shareholders'
Rights Plan), as amended by Form 8 filed on April 17, 1991
(further describing the Company's Shareholders' Rights Plan); and
6. The Form 8-A of the Company filed on June 17, 1991
(registering the Company's Common Stock and the rights issuable
pursuant to the Company's Shareholders' Rights Plan and
containing a description of the Company's Common Stock ).
All documents hereafter filed by the Company pursuant
to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act prior
to the termination of the offering of the Shares offered hereby
shall be deemed to be incorporated by reference into this
Prospectus and to be a part hereof from the date of filing of
such reports. Any statement contained in a document incorporated
or deemed to be incorporated by reference herein shall be deemed
to be modified or superseded for purposes of this Prospectus to
the extent that a statement contained herein or in any other
subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such
statement. Any statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part
of this Prospectus.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item A. Other Expenses of Issuance and Distribution.
SEC Registration Fee $2,265.00
Legal Services* 1,000.00
Accounting Services* 3,600.00
Miscellaneous* 135.00
_________
TOTAL* $7,000.00
__________
*Estimated
All expenses of issuance and distribution listed above
will be borne by the Company. The costs of fees and expenses of
legal counsel and other advisors, if any, that the Selling
Stockholders employ in connection with the offering will be borne
by the Selling Stockholders.
Item B. Indemnification of Directors and Officers.
Article NINTH of the Company's Restated Certificate of
Incorporation provides as follows:
A director of the Corporation shall have no personal
liability to the Corporation or its stockholders for
monetary damages for breach of fiduciary duties as a
director except to the extent that Section 102(b)(7) (or any
successor provision) of the Delaware General Corporation
Law, as amended from time to time, expressly provides that
the liability of a director may not be eliminated or
limited.
Section 145 of the Delaware General Corporation Law
permits indemnification of officers and directors in certain
circumstances.
Article 4 of the Company's by-laws provides as follows:
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, by reason of the fact that such person is
or was a director or officer of the Corporation, or is or
was serving while a director or officer of the Corporation
at the request of the Corporation as a director, officer,
employee, agent, fiduciary or other representative of
another corporation, partnership, joint venture, trust,
employee benefit plan or other enterprise, shall be
indemnified by the Corporation against expenses (including
attorneys' fees), judgments, fines, excise taxes and amounts
paid in settlement actually and reasonably incurred by such
person in connection with such action, suit or proceeding to
the full extent permissible under Delaware law.
Item C. Exhibits.
4.1 Rights agreement, dated Incorporated by
as of March 11, 1991, reference to
between Continental Exhibit 4.1 of
Medical Systems, Inc. and the Company's
Security Trust Company, Current Report on
N.A. Form 8-K (File
No. 0-15088),
filed on
March 18, 1991,
as amended by
Form 8 filed on
April 17, 1991
4.2 Restated Certificate of Incorporated by
Incorporation, as reference from
amended. the Company's
Registration
Statement on Form
S-4 (File No. 33-
60004/22-23996),
filed with the
Commission on
March 24, 1993.
4.3 Certificate of Amendment Incorporated by
of Restated Certificate reference from
of Incorporation. the Company's
Report on Form
10-K (File No.
0-15088), filed
with the
Commission on
September 25,
1992.
4.4 By-Laws, as amended. Incorporated by
reference from
the Company's
Report on Form
10-K (File No.
0-15088), filed
with the
Commission on
September 25,
1992.
5 Opinion of Counsel to the
Registrant
23.1 Consent of Price
Waterhouse, independent
accountants
23.2 Consent of Counsel to the Included in
Registrant Opinion of
Counsel listed as
Exhibit 5 hereof
24 Powers of Attorney of
Directors
Item D. 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; (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 Exchange Act that are
incorporated by reference in the Registration Statement.
(2) That, for the purpose of determining any
liability under the Securities Act, 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, each filing of the Registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Exchange Act 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 may be permitted to directors, officers
and controlling persons of the Registrant pursuant to the
foregoing provisions, or otherwise, the Registrant has been
advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in the Securities Act 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 Securities Act and will be governed by the final adjudication
of such issue.
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 the requirements for filing on Form S-3
and has duly caused this Registration Statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the
City of Mechanicsburg, Commonwealth of Pennsylvania, on this 8th
day of June, 1994.
CONTINENTAL MEDICAL SYSTEMS, INC.
By:/s/ Robert A. Ortenzio
Robert A. Ortenzio, President
Pursuant to the requirements of the Securities Act of
1933, this Registration Statement has been signed on June 8, 1994
by the following persons in the capacities indicated.
/s/ Rocco A. Ortenzio
Rocco A. Ortenzio, Chairman
and Chief Executive Officer
(Principal Executive Officer)
/s/ Robert A. Ortenzio
Robert A. Ortenzio, Director,
Chief Operating Officer and
President
/s/ Dennis L. Lehman
Dennis L. Lehman, Senior Vice
President and Chief Financial
Officer (Principal Financial and
Accounting Officer)
* Russell L. Carson
Russell L. Carson, Director
* Bryan C. Cressey
Bryan C. Cressey, Director
* Frank DeFazio
Frank DeFazio, Director
* William M. Goldstein
William M. Goldstein, Director
* LeRoy S. Zimmerman
LeRoy S. Zimmerman, Director
*/s/ Robert A. Ortenzio
Robert A. Ortenzio
Attorney-in-Fact
EXHIBIT INDEX
Exhibit Title Page No.
No.
4.1 Rights Agreement, dated as Incorporated by
of March 11, 1991, between reference to
Continental Medical Exhibit 4.1 of the
Systems, Inc. and Security Company's Current
Trust Company, N.A. Report on Form 8-K
field on March 18,
1991, as amended
by Form 8 filed on
April 17, 1991
4.2 Restated Certificate of Incorporated by
Incorporation, as amended. reference from the
Company's
Registration
Statement on Form
S-4 (File No. 33-
60004/22-23996),
filed with the
Commission on
March 24, 1993.
4.3 Certificate of Amendment Incorporated by
of Restated Certificate of reference from the
Incorporation. Company's Report
on Form 10-K (File
No. 0-15088),
filed with the
Commission on
September 25,
1992.
4.4 By-Laws, as amended. Incorporated by
reference from the
Company's Report
on Form 10-K (File
No. 0-15088),
filed with the
Commission on
September 25,
1992.
5 Opinion of Counsel to the
Registrant
23.1 Consent of Price
Waterhouse, independent
accountants
23.2 Consent of Counsel to the Included in
Registrant Opinion of Counsel
listed as Exhibit
5 hereof.
24 Powers of Attorney of
Directors
EXHIBIT 5
June 3, 1994
Continental Medical Systems, Inc.
600 Wilson Lane
P.O. Box 715
Mechanicsburg, PA 17055
Ladies and Gentlemen:
We have acted as counsel to Continental Medical Systems,
Inc. (the "Company") in connection with the preparation and
filing with the Securities and Exchange Commission of a
Registration Statement on Form S-3 (the "Registration Statement")
registering 647,500 shares of Common Stock of the Company (the
"Shares"). In that capacity, we have examined originals or
copies, certified or otherwise identified to our satisfaction, of
certain documents relating to the transaction pursuant to which
the Shares were issued, the Company's Restated Certificate of
Incorporation, as amended, resolutions of its Board of Directors,
and such other documents and corporate records as we deemed
relevant for the purposes of giving this opinion.
Based upon the foregoing, we are of the opinion that the
Shares have been validly issued and are fully paid and non-
assessable by the Company.
We hereby consent to the filing of this opinion as an
exhibit to the Registration Statement and to the reference to our
firm in the prospectus included in the Registration Statement.
This consent pertains solely to the filing of this opinion and
does not constitute a consent under Section 7 of the Securities
Act of 1933, as amended, as we have not certified any part of the
Registration Statement and do not otherwise come within the
categories of persons whose consent is required under Section 7.
Very truly yours,
/s/ DRINKER BIDDLE & REATH
EXHIBIT 23.1
Consent of Independent Accountants
We hereby consent to the incorporation by reference in the
Prospectus constituting part of this Registration Statement on
Form S-3 of our report dated August 10, 1993, which appears on
page 37 of the 1993 Annual Report to Shareholders of Continental
Medical Systems, Inc., which is incorporated by reference in
Continental Medical Systems, Inc.'s Annual Report on Form 10-K
for the year ended June 30, 1993. We also consent to the
incorporation by reference of our report on the Financial
Statement Schedules, which appears on page 34 of such Annual
Report on Form 10-K. We also consent to the reference to us
under the heading "Experts" in such Prospectus.
PRICE WATERHOUSE
Philadelphia, PA
June 6, 1994
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned does
hereby constitute and appoint Rocco A. Ortenzio and Robert A.
Ortenzio, or either of them, his attorney to do any and all acts
which said attorney may deem necessary or advisable to enable
Continental Medical Systems, Inc. (the "Company") to comply with
the Securities Act of 1933, as amended (the "Act"), and the
rules, regulations and requirements of the Securities and
Exchange Commission in connection with the registration under the
Act of 647,500 shares of the Company's Common Stock to be
offered, from time to time, by or for the account of the former
stockholders of Medical Management Associates, Inc., with, but
not limited to, the power and authority to sign in the name and
on the behalf of the undersigned, in any and all capacities in
which the signature of the undersigned would be appropriate, a
registration statement on Form S-3 and any and all amendments,
including post-effective amendments thereto, for filing with the
Securities and Exchange Commission under the Act with respect to
such shares, and generally to do and perform all things necessary
to be done in the premises as fully and effectually in all
respects as the undersigned could do if personally present.
IN WITNESS WHEREOF, the undersigned has hereunto set his
hand and seal this 8th day of June, 1994.
/s/ Russell L. Carson
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned does
hereby constitute and appoint Rocco A. Ortenzio and Robert A.
Ortenzio, or either of them, his attorney to do any and all acts
which said attorney may deem necessary or advisable to enable
Continental Medical Systems, Inc. (the "Company") to comply with
the Securities Act of 1933, as amended (the "Act"), and the
rules, regulations and requirements of the Securities and
Exchange Commission in connection with the registration under the
Act of 647,500 shares of the Company's Common Stock to be
offered, from time to time, by or for the account of the former
stockholders of Medical Management Associates, Inc., with, but
not limited to, the power and authority to sign in the name and
on the behalf of the undersigned, in any and all capacities in
which the signature of the undersigned would be appropriate, a
registration statement on Form S-3 and any and all amendments,
including post-effective amendments thereto, for filing with the
Securities and Exchange Commission under the Act with respect to
such shares, and generally to do and perform all things necessary
to be done in the premises as fully and effectually in all
respects as the undersigned could do if personally present.
IN WITNESS WHEREOF, the undersigned has hereunto set his
hand and seal this 8th day of June, 1994.
/s/ Bryan C. Cressey
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned does
hereby constitute and appoint Rocco A. Ortenzio and Robert A.
Ortenzio, or either of them, his attorney to do any and all acts
which said attorney may deem necessary or advisable to enable
Continental Medical Systems, Inc. (the "Company") to comply with
the Securities Act of 1933, as amended (the "Act"), and the
rules, regulations and requirements of the Securities and
Exchange Commission in connection with the registration under the
Act of 647,500 shares of the Company's Common Stock to be
offered, from time to time, by or for the account of the former
stockholders of Medical Management Associates, Inc., with, but
not limited to, the power and authority to sign in the name and
on the behalf of the undersigned, in any and all capacities in
which the signature of the undersigned would be appropriate, a
registration statement on Form S-3 and any and all amendments,
including post-effective amendments thereto, for filing with the
Securities and Exchange Commission under the Act with respect to
such shares, and generally to do and perform all things necessary
to be done in the premises as fully and effectually in all
respects as the undersigned could do if personally present.
IN WITNESS WHEREOF, the undersigned has hereunto set his
hand and seal this 23rd day of May, 1994.
/s/ Frank DeFazio
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned does
hereby constitute and appoint Rocco A. Ortenzio and Robert A.
Ortenzio, or either of them, his attorney to do any and all acts
which said attorney may deem necessary or advisable to enable
Continental Medical Systems, Inc. (the "Company") to comply with
the Securities Act of 1933, as amended (the "Act"), and the
rules, regulations and requirements of the Securities and
Exchange Commission in connection with the registration under the
Act of 647,500 shares of the Company's Common Stock to be
offered, from time to time, by or for the account of the former
stockholders of Medical Management Associates, Inc., with, but
not limited to, the power and authority to sign in the name and
on the behalf of the undersigned, in any and all capacities in
which the signature of the undersigned would be appropriate, a
registration statement on Form S-3 and any and all amendments,
including post-effective amendments thereto, for filing with the
Securities and Exchange Commission under the Act with respect to
such shares, and generally to do and perform all things necessary
to be done in the premises as fully and effectually in all
respects as the undersigned could do if personally present.
IN WITNESS WHEREOF, the undersigned has hereunto set his
hand and seal this 8th day of June, 1994.
/s/ William M. Goldstein
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned does
hereby constitute and appoint Rocco A. Ortenzio and Robert A.
Ortenzio, or either of them, his attorney to do any and all acts
which said attorney may deem necessary or advisable to enable
Continental Medical Systems, Inc. (the "Company") to comply with
the Securities Act of 1933, as amended (the "Act"), and the
rules, regulations and requirements of the Securities and
Exchange Commission in connection with the registration under the
Act of 647,500 shares of the Company's Common Stock to be
offered, from time to time, by or for the account of the former
stockholders of Medical Management Associates, Inc., with, but
not limited to, the power and authority to sign in the name and
on the behalf of the undersigned, in any and all capacities in
which the signature of the undersigned would be appropriate, a
registration statement on Form S-3 and any and all amendments,
including post-effective amendments thereto, for filing with the
Securities and Exchange Commission under the Act with respect to
such shares, and generally to do and perform all things necessary
to be done in the premises as fully and effectually in all
respects as the undersigned could do if personally present.
IN WITNESS WHEREOF, the undersigned has hereunto set his
hand and seal this 20th day of May, 1994.
/s/ LeRoy S. Zimmerman
