As filed with the Securities and Exchange Commission on February 23, 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 number)
Mechanicsburg, Pennsylvania 17055
(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 (Agent's telephone number)
Post Office Box 715
Mechanicsburg, Pennsylvania 17055
(Agent for Service)
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]
<PAGE>
CALCULATION OF REGISTRATION FEE
Proposed
Proposed Maximum
Maximum Aggregate Amount of
Title of shares Amount to Offering Offering Price Registration
to be registered be Price Per (1) Fee
Registered Share (1)
Common Stock 1,268,331 $11.875 $15,061,430.63 $5,195
(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.
<PAGE>
SUBJECT TO COMPLETION, DATED FEBRUARY 23, 1994
1,268,331 SHARES OF COMMON STOCK OF
CONTINENTAL MEDICAL SYSTEMS, INC.
This Prospectus relates to 1,268,331 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 $8,800, will be borne by the Company.
See "Selling Stockholders."
The closing price of the Company's shares of Common Stock on February
22, 1994 on the NYSE was $11.875 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."
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.
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.
The date of this Prospectus is _____________, 1994.
<PAGE>
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 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 Vice President - Public Affairs of
Continental Medical Systems, Inc., 600 Wilson Lane, Post Office Box 715,
Mechanicsburg, Pennsylvania 17055. Telephone requests may be directed to
(717) 790-8300.
<PAGE>
THE COMPANY
Continental Medical Systems, Inc. (together with its various direct
and indirect subsidiaries, the "Company") provides comprehensive medical
rehabilitation programs and services. 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 37 inpatient rehabilitation hospitals,
provides outpatient rehabilitation services at more than 135 locations and
manages 11 inpatient rehabilitation units for general acute care hospitals.
These services are provided in 21 states. In addition, the Company's
Contract Services Group 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
One of the Selling Stockholders, Alan K. Kronhaus, M.D. ("Dr.
Kronhaus"), acquired all of the Shares being registered hereunder in
February 1993 in connection with the acquisition by the Company of all of
the stock of KRON Medical Corporation ("KRON") from Dr. Kronhaus, the sole
stockholder of KRON, pursuant to the terms of a Stock Purchase Agreement
(the "Agreement") dated as of February 12, 1993 among the Company, Dr.
Kronhaus and KRON. Subsequent to the KRON acquisition, Dr. Kronhaus
transferred some of the shares by gift to the other two Selling
Stockholders. The Company is registering the Shares offered hereby under
the Securities Act of 1933, as amended (the "Securities Act"), pursuant to
its obligation to do so under the Agreement.
<PAGE>
The following table sets forth, as of February 23, 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 Stockholders Offering Offered
Alan K. Kronhaus, M.D. 1,068,331 1,068,331
201 Sierra Drive
Chapel Hill, NC 27514
Alan K. Kronhaus and Merrill 100,000 100,000
Lynch Trust Company (Florida),
Trustee U/A dated December 23,
1993 with Alan K. Kronhaus, Grantor
Merrill Lynch
3201 Glenwood Avenue, Third Floor
Raleigh, NC 27612
Alan K. Kronhaus and First Union 100,000 100,000
National Bank of North Carolina,
Trustees U/A dated December 23,
1993 with Alan K. Kronhaus, Grantor
First Union National Bank
Post Office Box 3008
150 Fayetteville Street Mall
Raleigh, NC 27602
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 of 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 financial statements incorporated in this Prospectus by reference
to the Company's Annual Report on Form 10-K for the fiscal year ended June
30, 1993, 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 40,000 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 and December 31, 1993;
3. 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);
4. 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
5. 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.
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item A. Other Expenses of Issuance and Distribution.
SEC Registration Fee $5,195
Legal Services* 500
Accounting Services* 3,000
Miscellaneous* 105
______
TOTAL* $8,800
__________
*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,
as amended, 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, as amended, 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
24.1 Consent of Price
Waterhouse, independent
accountants
24.2 Consent of Counsel to the Included in
Registrant Opinion of
Counsel listed as
Exhibit 5 hereof
25 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.
<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 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 23rd day of February, 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 February 23, 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/ Kenneth F. Barber
Kenneth F. Barber, Senior Executive Vice
President and Chief Development Officer
/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, Director
* /s/ Robert A. Ortenzio
Robert A. Ortenzio, Attorney-in-Fact
<PAGE>
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
24.1 Consent of Price
Waterhouse, independent
accountants
24.2 Consent of Counsel to the Included in
Registrant Opinion of Counsel
listed as Exhibit
5 hereof.
25 Powers of Attorney of
Directors
EXHIBIT 5
February 9, 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 1,268,331 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
<PAGE>
EXHIBIT 24.1
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.
/s/ PRICE WATERHOUSE
Philadelphia, PA
February 18, 1994
<PAGE>
EXHIBIT 25
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
1,268,331 shares of the Company's Common Stock to be offered, from time to
time, by or for the account of the former stockholder of KRON Medical
Corporation, a North Carolina corporation, 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 February, 1994.
/s/ Russell L. Carson
Russell L. Carson
<PAGE>
EXHIBIT 25
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
1,268,331 shares of the Company's Common Stock to be offered, from time to
time, by or for the account of the former stockholder of KRON Medical
Corporation, a North Carolina corporation, 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 February, 1994.
/s/ Bryan C. Cressey
Bryan C. Cressey
<PAGE>
EXHIBIT 25
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
1,268,331 shares of the Company's Common Stock to be offered, from time to
time, by or for the account of the former stockholder of KRON Medical
Corporation, a North Carolina corporation, 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 February, 1994.
/s/ Frank DeFazio
Frank DeFazio
<PAGE>
EXHIBIT 25
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
1,268,331 shares of the Company's Common Stock to be offered, from time to
time, by or for the account of the former stockholder of KRON Medical
Corporation, a North Carolina corporation, 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 February, 1994.
/s/ William M. Goldstein
William M. Goldstein
