As filed with the Securities and Exchange Commission on March 30,
1994
Registration Statement No. 33- .
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
F O R M S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
CONTINENTAL MEDICAL SYSTEMS, INC.
(Exact name of issuer as specified in its charter)
Delaware 51-0287965
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
600 Wilson Lane
Post Office Box 715
Mechanicsburg, Pennsylvania 17055
(Address of principal executive offices) (Zip Code)
1993 Non-Qualified Stock Option Plan, as amended
1994 Stock Option Plan
(Full title of the plans)
David G. Nation, Esquire
Senior Vice President and General Counsel
Continental Medical Systems, Inc.
600 Wilson Lane
Post Office Box 715
Mechanicsburg, Pennsylvania 17055
(Name and address of agent for service)
Telephone number, including area code,
of agent for service: (717) 790-8300
Please send copies of all communications to:
Robert H. Strouse, Esquire
Drinker Biddle & Reath
Suite 1100
1345 Chestnut Street
Philadelphia, PA 19107
CALCULATION OF REGISTRATION FEE
Title of Amount of Proposed Proposed Amount of
securities shares to maximum maximum registration
to be be offering aggregate fee(1)
registered registered price per offering
share(1) price(1)
Common 2,500,000 $11.1875 $27,968,750 $9,644.40
Stock
par value
$.01
(1) Calculated pursuant to Rule 457(h). The price is computed
based upon the average of the high and low prices reported
on the New York Stock Exchange on March 28, 1994.
PART II - INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
There are incorporated herein by reference the
following documents:
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 and December
31, 1993;
3. The Company's Current Report on Form 8-K filed on
January 25, 1994, as amended by a Current Report on
Form 8-K/A filed on January 28, 1994 (describing the
change in the Company's independent accountants);
4. A Current Report on Form 8-K filed on March 31, 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 other reports and other documents filed by the Company
pursuant to Sections 13(a), 13(c), 14, or 15(d) of the Securities
Exchange Act of 1934 (the "Exchange Act") subsequent to the date
of this Registration Statement and prior to the filing of a post-
effective amendment to this Registration Statement which
indicates that all of the securities offered hereby have been
sold or which deregisters all such 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
the filing of such reports and documents.
Item 4. Description of Securities.
Not Applicable.
Item 5. Interests of Named Experts and Counsel.
The validity of the issuance of the shares of Common Stock
offered hereby has been passed upon for the Company by Drinker
Biddle & Reath. 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 Director's Stock
Option Plan to purchase an additional 11,250 shares.
Item 6. 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, Del.
Code Ann. tit. 8, 145 (1987), 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 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 8. Exhibits.
4.1 The Company's 1993 Non-Qualified Stock Option Plan, as
amended
4.2 The Company's 1994 Stock Option Plan
4.3 Restated Certificate of Incorporation, as amended, of
the Company
4.4 By-laws, as amended, of the Company
4.5 Rights Agreement, dated as of March 11, 1991, between
the Company and Security Trust Company, N.A.
5 Opinion of Drinker Biddle & Reath, counsel to the
Company
24.1 Consent of Price Waterhouse, independent accountants
24.2 Consent of Drinker Biddle & Reath is included in
Exhibit 5.
25 Powers of Attorney of Directors of the Company
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 Mechanicsburg, Commonwealth of Pennsylvania, on this
30th day of March, 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 below by the
following persons in the capacities and on the dates indicated.
Signature Title Date
* Rocco A.Ortenzio Chairman of the Board March 30, 1994
Rocco A. Ortenzio and Chief Executive
Officer
/s/Robert A. Ortenzio President (Chief March 30, 1994
Robert A. Ortenzio Operating Officer)
and Director
/s/Dennis L. Lehman Senior Vice President March 30, 1994
Dennis L. Lehman and Chief Financial Officer
(Principal Financial and
Accounting Officer)
* Kenneth F. Barber Director March 30, 1994
Kenneth F. Barber
* Russell L. Carson Director March 30, 1994
Russell L. Carson
* Bryan C. Cressey Director March 30, 1994
Bryan C. Cressey
* Frank DeFazio Director March 30, 1994
Frank DeFazio
* William M. Goldstein Director March 30, 1994
William M. Goldstein
* LeRoy S. Zimmerman Director March 30, 1994
LeRoy S. Zimmerman
*By: /s/ Robert A. Ortenzio
Robert A. Ortenzio
Attorney-in-Fact
EXHIBIT INDEX
Exhibit Description of Exhibit Page number in Rule 403 sequential
Number numbering system where exhibit can
be found
4.1 The Company's 1993 Non- Incorporated by reference from the
Qualified Stock Option Company's Report on Form 10-K (File
Plan, as amended No. 0-15088) filed with the
Commission on September 27, 1993.
4.2 The Company's 1994 Incorporated by reference from the
Stock Option Plan Company's Report on Form 10-K (File
No. 0-15088) filed with the
Commission on September 27, 1993.
4.3 Restated Certificate of Incorporated by reference from the
Incorporation, as Company's Registration Statement on
amended, of the Company Form S-4 (File No. 33-60004/22-
23996), filed with the Commission on
March 24, 1993.
4.4 By-Laws, as amended, of Incorporated by reference from the
the Company Company's Report on Form 10-K (File
No. 0-15088) filed with the
Commission on September 25, 1992.
4.5 Rights Agreement, dated Incorporated by reference from the
as of March 11, 1991 Company's Current Report on Form 8-K
between the Company and (File No. 0-15088) filed on March
Security Trust Company, 18, 1991, as amended by Form 8 filed
N.A. on April 17, 1991.
5 Opinion of Drinker, Follows Exhibit Index
Biddle & Reath, counsel
to the Company
24.1 Consent of Price Follows Exhibit Index
Waterhouse, independent
accountants
24.2 Consent of Drinker, Follows Exhibit Index
Biddle & Reath is
included in Exhibit 5
25 Powers of Attorney of Follows Exhibit Index
Directors of the
Company
EXHIBIT 5
March 8, 1994
Continental Medical Systems, Inc.
P.O. Box 715
600 Wilson Lane
Mechanicsburg, Pennsylvania 17055
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 the Company's Registration
Statement on Form S-8 under the Securities Act of 1933 (the
"Registration Statement") relating to 2,500,000 shares of Common Stock
of the Company, par value $.01 per share (the "Shares"), issuable upon
the exercise of options granted under the Company's 1993 Non-Qualified
Employee Stock Option Plan, as amended and 1994 Stock Option Plan
(together, the "Plans").
In this capacity, we have reviewed originals or copies, certified
or otherwise identified to our satisfaction, of the Company's
Certificate of Incorporation, its By-Laws, resolutions of its Board of
Directors, the Plans, and such other documents and corporate records
as we have deemed appropriate for the purpose of giving this opinion.
Based upon the foregoing and consideration of such questions of
law as we have deemed relevant, we are of the opinion that the Shares
issued by the Company upon the exercise of stock options properly
granted under the Plans and payment therefor in accordance with the
terms of the Plans will be validly issued, fully paid and
nonassessable by the Company.
The opinions expressed herein are limited to the General
Corporation Law of the State of Delaware.
We consent to the use of this opinion as an exhibit to the
Registration Statement. This does not constitute a consent under
Section 7 of the Securities Act of 1933 since 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 or the rules and regulations of the Securities and Exchange
Commission.
Very truly yours,
DRINKER BIDDLE & REATH
EXHIBIT 24.1
Consent of Independent Accountants
We hereby consent to the incorporation by reference in this
Registration Statement on Form S-8 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.
PRICE WATERHOUSE
Philadelphia, PA
March 23, 1994
EXHIBIT 25
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned does hereby
constitute and appoint Rocco A. Ortenzio or Kenneth F. Barber, or
either of them, his attorney to do any all acts, including the
execution of documents, which said attorneys, or either of them, may
deem necessary or advisable to enable Continental Medical Systems,
Inc. (the "Company") to comply with the Securities Act of 1933, as
amended, and the rules, regulations and requirements of the Securities
and Exchange Commission in connection with the registration under said
Act of Common Stock of the Company to be offered pursuant to the 1992
CEO Stock Option Plan, as amended, of the Company, the 1993
Nonqualified Stock Option Plan, as amended, of the Company, and the
1994 Stock Option Plan of the Company, including but not limited to
the power and authority to sign in the name and on 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-8
and any and all post-effective amendments thereto for filing with the
Securities and Exchange Commission under the Securities Act of 1933
with respect to such securities, 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 30th day of March, 1994.
/s/ Robert A. Ortenzio
EXHIBIT 25
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned does hereby
constitute and appoint Rocco A. Ortenzio or Robert A. Ortenzio, or
either of them, his attorney to do any all acts, including the
execution of documents, which said attorneys, or either of them, may
deem necessary or advisable to enable Continental Medical Systems,
Inc. (the "Company") to comply with the Securities Act of 1933, as
amended, and the rules, regulations and requirements of the Securities
and Exchange Commission in connection with the registration under said
Act of Common Stock of the Company to be offered pursuant to the 1992
CEO Stock Option Plan, as amended, of the Company, the 1993
Nonqualified Stock Option Plan, as amended, of the Company, and the
1994 Stock Option Plan of the Company, including but not limited to
the power and authority to sign in the name and on 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-8
and any and all post-effective amendments thereto for filing with the
Securities and Exchange Commission under the Securities Act of 1933
with respect to such securities, 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 30th day of March, 1994.
/s/ Kenneth F. Barber
EXHIBIT 25
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned does hereby
constitute and appoint Rocco A. Ortenzio, Robert A. Ortenzio or
Kenneth F. Barber, or any of them, his attorney to do any all acts,
including the execution of documents, which said attorneys, or any of
them, may deem necessary or advisable to enable Continental Medical
Systems, Inc. (the "Company") to comply with the Securities Act of
1933, as amended, and the rules, regulations and requirements of the
Securities and Exchange Commission in connection with the registration
under said Act of Common Stock of the Company to be offered pursuant
to the 1992 CEO Stock Option Plan, as amended, of the Company, the
1993 Nonqualified Stock Option Plan, as amended, of the Company, and
the 1994 Stock Option Plan of the Company, including but not limited
to the power and authority to sign in the name and on 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-8
and any and all post-effective amendments thereto for filing with the
Securities and Exchange Commission under the Securities Act of 1933
with respect to such securities, 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 30th day of March, 1994.
/s/ Dennis L. Lehman
EXHIBIT 25
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned does hereby
constitute and appoint Rocco A. Ortenzio, Robert A. Ortenzio or
Kenneth F. Barber, or any of them, his attorney to do any all acts,
including the execution of documents, which said attorneys, or any of
them, may deem necessary or advisable to enable Continental Medical
Systems, Inc. (the "Company") to comply with the Securities Act of
1933, as amended, and the rules, regulations and requirements of the
Securities and Exchange Commission in connection with the registration
under said Act of Common Stock of the Company to be offered pursuant
to the 1992 CEO Stock Option Plan, as amended, of the Company, the
1993 Nonqualified Stock Option Plan, as amended, of the Company, and
the 1994 Stock Option Plan of the Company, including but not limited
to the power and authority to sign in the name and on 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-8
and any and all post-effective amendments thereto for filing with the
Securities and Exchange Commission under the Securities Act of 1933
with respect to such securities, 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 30th day of March, 1994.
/s/ Russell L. Carson
EXHIBIT 25
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned does hereby
constitute and appoint Rocco A. Ortenzio, Robert A. Ortenzio or
Kenneth F. Barber, or any of them, his attorney to do any all acts,
including the execution of documents, which said attorneys, or any of
them, may deem necessary or advisable to enable Continental Medical
Systems, Inc. (the "Company") to comply with the Securities Act of
1933, as amended, and the rules, regulations and requirements of the
Securities and Exchange Commission in connection with the registration
under said Act of Common Stock of the Company to be offered pursuant
to the 1992 CEO Stock Option Plan, as amended, of the Company, the
1993 Nonqualified Stock Option Plan, as amended, of the Company, and
the 1994 Stock Option Plan of the Company, including but not limited
to the power and authority to sign in the name and on 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-8
and any and all post-effective amendments thereto for filing with the
Securities and Exchange Commission under the Securities Act of 1933
with respect to such securities, 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 30th day of March, 1994.
/s/ Bryan C. Cressey
EXHIBIT 25
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned does hereby
constitute and appoint Rocco A. Ortenzio, Robert A. Ortenzio or
Kenneth F. Barber, or any of them, his attorney to do any all acts,
including the execution of documents, which said attorneys, or any of
them, may deem necessary or advisable to enable Continental Medical
Systems, Inc. (the "Company") to comply with the Securities Act of
1933, as amended, and the rules, regulations and requirements of the
Securities and Exchange Commission in connection with the registration
under said Act of Common Stock of the Company to be offered pursuant
to the 1992 CEO Stock Option Plan, as amended, of the Company, the
1993 Nonqualified Stock Option Plan, as amended, of the Company, and
the 1994 Stock Option Plan of the Company, including but not limited
to the power and authority to sign in the name and on 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-8
and any and all post-effective amendments thereto for filing with the
Securities and Exchange Commission under the Securities Act of 1933
with respect to such securities, 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 11th day of March, 1994.
/s/ Frank DeFazio
EXHIBIT 25
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned does hereby
constitute and appoint Rocco A. Ortenzio, Robert A. Ortenzio or
Kenneth F. Barber, or any of them, his attorney to do any all acts,
including the execution of documents, which said attorneys, or any of
them, may deem necessary or advisable to enable Continental Medical
Systems, Inc. (the "Company") to comply with the Securities Act of
1933, as amended, and the rules, regulations and requirements of the
Securities and Exchange Commission in connection with the registration
under said Act of Common Stock of the Company to be offered pursuant
to the 1992 CEO Stock Option Plan, as amended, of the Company, the
1993 Nonqualified Stock Option Plan, as amended, of the Company, and
the 1994 Stock Option Plan of the Company, including but not limited
to the power and authority to sign in the name and on 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-8
and any and all post-effective amendments thereto for filing with the
Securities and Exchange Commission under the Securities Act of 1933
with respect to such securities, 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 30th day of March, 1994.
/s/ William M. Goldstein
EXHIBIT 25
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned does hereby
constitute and appoint Rocco A. Ortenzio, Robert A. Ortenzio or
Kenneth F. Barber, or any of them, his attorney to do any all acts,
including the execution of documents, which said attorneys, or any of
them, may deem necessary or advisable to enable Continental Medical
Systems, Inc. (the "Company") to comply with the Securities Act of
1933, as amended, and the rules, regulations and requirements of the
Securities and Exchange Commission in connection with the registration
under said Act of Common Stock of the Company to be offered pursuant
to the 1992 CEO Stock Option Plan, as amended, of the Company, the
1993 Nonqualified Stock Option Plan, as amended, of the Company, and
the 1994 Stock Option Plan of the Company, including but not limited
to the power and authority to sign in the name and on 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-8
and any and all post-effective amendments thereto for filing with the
Securities and Exchange Commission under the Securities Act of 1933
with respect to such securities, 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 15th day of March, 1994.
/s/ LeRoy S. Zimmerman
EXHIBIT 25
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned does hereby
constitute and appoint Robert A. Ortenzio or Kenneth F. Barber, or
either of them, his attorney to do any all acts, including the
execution of documents, which said attorneys, or either of them, may
deem necessary or advisable to enable Continental Medical Systems,
Inc. (the "Company") to comply with the Securities Act of 1933, as
amended, and the rules, regulations and requirements of the Securities
and Exchange Commission in connection with the registration under said
Act of Common Stock of the Company to be offered pursuant to the 1992
CEO Stock Option Plan, as amended, of the Company, the 1993
Nonqualified Stock Option Plan, as amended, of the Company, and the
1994 Stock Option Plan of the Company, including but not limited to
the power and authority to sign in the name and on 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-8
and any and all post-effective amendments thereto for filing with the
Securities and Exchange Commission under the Securities Act of 1933
with respect to such securities, 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 March, 1994.
/s/ Rocco A. Ortenzio
