SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
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NOVACARE, INC.
Exact name of issuer as specified in its charter)
DELAWARE 13-3247827
(State or other jurisdiction (I.R.S. Employer
of incorporation Identification No.)
or organization)
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1016 West Ninth Avenue
King of Prussia, Pennsylvania 19406
(Address of principal executive offices)
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NOVACARE, INC.
EXECUTIVE SUPPLEMENTAL BENEFITS PLAN
(Full title of the plan)
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TIMOTHY E. FOSTER
President
NovaCare, Inc.
1016 West Ninth Avenue
King of Prussia, Pennsylvania 19406
(215) 992-7200
(Name, address and telephone number,
including area code, of agent for service)
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Copy to:
PETER D. BEWLEY, Esq.
NovaCare, Inc.
1016 West Ninth Avenue
King of Prussia, Pennsylvania 19406
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Approximate date of commencement of proposed sale to the public:
As soon as practicable after the
Registration Statement becomes effective.
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CALCULATION OF REGISTRATION FEE
Proposed Proposed
Titles of maximum maximum
Securities Amount offering aggregate Amount of
to be to be price per offering registration
registered registered share price fee
- ---------- ---------- --------- ---------- ------------
Plan
Interests 5,000,000 $1 $5,000,000 $1,724.13
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The Company and the Plan hereby state that (i) the documents listed
in (a) and (b) below are incorporated by reference in this Registration
Statement and (ii) all documents subsequently filed by the Company pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of
1934, as amended, prior to the filing of a post-effective amendment which
indicates that all securities offered have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated by
reference in this Registration Statement and to be a part hereof from the
date of filing of such documents.
(a) The Company's Annual Report on Form 10-K for the fiscal year
ended June 30, 1995.
(b) The Company's Quarterly Report on Form 10-Q for the quarter
ended September 30, 1995.
Item 4. DESCRIPTION OF SECURITIES.
Not applicable.
Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The legality of the Plan interests registered hereunder has been
passed upon by Peter D. Bewley, Esq., an employee of the Company. Mr. Bewley
participates in the Plan.
Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Under the provisions of Article SIXTH of the Certificate of
Incorporation of the Company, the Company is required to indemnify a director
or officer of the Company from and against any and all expenses and
liabilities that may be imposed upon or incurred by him in connection with,
or as a result of, any proceeding in which he may become involved, as a party
or otherwise, by reason of the fact that he is or was such a director,
officer, employee or agent of the Company, whether or not he continues to be
such at the time permitted by the laws of the State of Delaware, as they may
be amended from time to time.
Under the provisions of Article TWELFTH of the Certificate of
Incorporation of the Company, a director of the Company shall not have
personal liability to the Company or to any of its stockholders for monetary
damages for a breach of his fiduciary duty as a director, except as otherwise
provided by the laws of the State of Delaware.
Under the provisions of Article IV, Section 13 of the By-Laws of
the Company, Directors are entitled to advancement of expenses incurred in
defending any actions against which they have a right of indemnification from
the Company provided that, if the laws of Delaware require, advancement of
expenses may be conditioned on an undertaking to repay if a final judicial
decision is made that the director is not entitled to indemnification.
The Company maintains indemnity insurance for its officers and
directors, insuring them against (i) expenses incurred by them in any
proceeding and (ii) any liabilities asserted against them in their capacities
as officers and/or directors of the Company.
Item 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
Item 8. EXHIBITS.
The Exhibits required to be filed as part of this Registration
Statement are listed in the attached Index to Exhibits.
Item 9. UNDERTAKINGS.
The undersigned Registrant hereby undertakes, except as otherwise
specifically provided in the rules of the Securities and Exchange Commission
promulgated under the Securities Act of 1933:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by section 10(a)(3)
of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of this Registration Statement (or the most
recent post-effective amendment hereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in
this Registration Statement;
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in this Registration
Statement or any material change to such information in this Registration
Statement; provided, however, that paragraphs (1)(i) and (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 Securities Exchange Act of 1934
that are incorporated by reference in this Registration Statement;
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof; and
(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.
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of
the Registrant's annual report pursuant to section 13(a) or section 15(d) of
the Securities Exchange Act of 1934 that is incorporated by reference in this
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.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing provisions,
or otherwise, 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 Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other than
the payment by 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 Act
and will be governed by the final adjudication of such issue.
POWER OF ATTORNEY
The Registrant and each person whose signature appears below hereby
appoints John H. Foster and Timothy E. Foster as attorneys-in-fact with full
power of substitution, severally, to execute in the name and on behalf of the
Registrant and each such person, individually and in each capacity stated
below, one or more amendments (including post-effective amendments) to this
Registration Statement as the attorney-in-fact acting in the premises deems
appropriate and to file any such amendment to this Registration Statement with
the Securities and Exchange Commission.
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 King of Prussia and Commonwealth of
Pennsylvania on the 31st day of January, 1996.
NOVACARE, INC.
By /s/ John H. Foster
---------------------------------
John H. Foster
Chairman of the Board and
Chief Executive Officer
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
/s/ John H. Foster
- --------------------------- Director, Chairman of the Board
John H. Foster and Chief Executive Officer
/s/ Timothy E. Foster
- --------------------------- Director, President and Chief
Timothy E. Foster Operating Officer
/s/ Robert E. Healy, Jr.
- -------------------------- Senior Vice President, Finance
Robert E. Healy, Jr. and Administration; Chief Financial
Officer
/s/ Barry E. Smith Vice President, Controller and
- -------------------------- Chief Accounting Officer
Barry E. Smith
/s/ E. Martin Gibson
- -------------------------- Director
E. Martin Gibson
/s/ Siri A. Marshall
- -------------------------- Director
Siri A. Marshall
/s/ Stephen E. O'Neil
- -------------------------- Director
Stephen E. O'Neil
/s/ C. Arnold Renschler, M.D.
- -------------------------- Director
C. Arnold Renschler, M.D.
/s/ George W. Siguler
- -------------------------- Director
George W. Siguler
/s/ Robert G. Stone
- -------------------------- Director
Robert G. Stone
/s/ Daniel C. Tosteson, M.D.
- -------------------------- Director
Daniel C. Tosteson, M.D.
INDEX TO EXHIBITS
NUMBER DESCRIPTION OF EXHIBIT
4(i) Executive Supplemental Benefit Plan Description
(incorporated by reference to Exhibit 10(h) to the
Company's Annual Report on Form 10-K for the fiscal
year ended June 30, 1994)
5 Opinion of Peter D. Bewley, Esq.
23(i) Consent of Price Waterhouse
23(ii) Consent of Peter D. Bewley, Esq.
(contained in Exhibit 5)
24 Power of Attorney (See "Power of Attorney" in the
Registration Statement)
January 31, 1996
NovaCare, Inc.
1016 W. Ninth Avenue
King of Prussia, PA 19406
Gentlemen:
This opinion is furnished in connection with the registration, pursuant
to the Securities Act of 1933, as amended (the "Act"), of $5,000,000 in
obligations (the "Obligations") of NovaCare, Inc. (the "Company") under its
Executive Supplemental Benefits Plan (the "Plan").
As General Counsel of the Company, I have responsibility for the
legality of the Plan and have acted as counsel in connection with the
registration of the Obligations under the Act. I have examined the
Certificate of Incorporation of the Company and amendments thereto; the
By-Laws of the Company; such records of proceedings of the Company's Board of
Directors as I have deemed material; a Registration Statement on Form S-8
under the Act relating to the Obligations (the "Registration Statement"); and
such other documents as I considered necessary for the purposes of this
opinion.
I am an attorney admitted to practice in the District of Columbia. I
express no opinion concerning the laws of any jurisdictions other than the
laws of the United States of America.
Based upon and subject to the foregoing, I am of the opinion that, upon
issuance and delivery of the Obligations against payment therefor in
accordance with the terms of the Registration Statement and the Plan, the
Obligations will be legally issued, fully paid, non-assessable and binding
obligations of the Company.
The foregoing assumes that all requisite steps will be taken to comply
with the requirements of the Act and applicable requirements of state laws
regulating the offer and sale of securities.
I understand that this opinion is to be used in connection with the
Registration Statement. I consent to the use of my name in the Registration
Statement and the filing of this opinion as an Exhibit to the Registration
Statement.
Sincerely,
/s/ Peter D. Bewley
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Peter D. Bewley
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 3, 1995 appearing on page 39
of NovaCare, Inc.'s Annual Report on Form 10-K for the year ended June 30,
1995.
/s/ Price Waterhouse LLP
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PRICE WATERHOUSE LLP
Philadelphia, PA
January 31, 1996
