SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
---------
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)
---------
1016 West Ninth Avenue
King of Prussia, Pennsylvania 19406
(Address of principal executive offices)
----------
NOVACARE, INC.
EXECUTIVE STOCK OPTION PLAN
(Full title of the plan)
----------
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)
-----------
Copy to:
PETER D. BEWLEY, Esq.
NovaCare, Inc.
1016 West Ninth Avenue
King of Prussia, Pennsylvania 19406
-----------
Approximate date of commencement of proposed sale to the public:
As soon as practicable after the
Registration Statement becomes effective.
-----------
CALCULATION OF REGISTRATION FEE
<TABLE>
=============================================================================
<CAPTION>
Title of Proposed maximum Proposed maximum Amount of
securities to Amount to offering aggregate offering registration
be registered be registered price per share price fee
- ------------- -------------- --------------- --------------- ------------
<S> <C> <C> <C> <C>
Common Stock 3,500,000 $6.875 $24,062,500.00 $7291.67
($.01 par
value)
===============================================================================
</TABLE>
Page 1 of 9 pages
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
---------------------------------------
The Company hereby states 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, 1996, as amended.
(b) The Company's Quarterly Report on Form 10-Q for the
quarter ended September 30, 1996.
(c) The description of the Company's Common Stock contained
in the Company's registration statement on Form 8-A, filed on November
12, 1986.
Item 4. Description of Securities.
-------------------------
Not applicable.
Item 5. Interests of Named Experts and Counsel.
--------------------------------------
The legality of the securities registered hereunder has been
passed upon by Peter D. Bewley, Esq., an employee of the Company. Mr.
Bewley, as of January 10, 1997, owned indirectly 10,000 shares of the
Company's Common Stock and directly options to purchase 110,461 shares
of the Company's Common Stock.
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 such
expenses and liabilities shall have been imposed or incurred, to the
extent 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 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 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 10th day of January,
1997.
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
------------------------- and Chief Executive Officer
John H. Foster January 10, 1997
/s/ Timothy E. Foster Director, President January 10, 1997
------------------------
Timothy E. Foster
/s/ Robert E. Healy, Jr. Sr. Vice President, January 10, 1997
-------------------------- Finance and Administration
Robert E. Healy, Jr. and Chief Financial Officer
/s/ Barry E. Smith Vice President, Controller January 10, 1997
-------------------------- and Chief Accounting Officer
Barry E. Smith
/s/ E. Martin Gibson Director January 10, 1997
--------------------------
E. Martin Gibson
/s/ Siri A. Marshall Director January 10, 1997
-------------------------
Siri A. Marshall
/s/ Stephen E. O'Neil Director January 10, 1997
--------------------------
Stephen E. O'Neil
/s/ George W. Siguler Director January 10, 1997
--------------------------
George W. Siguler
/s/ Robert G. Stone Director January 10, 1997
----------------------------
Robert G. Stone
/s/ Daniel C. Tosteson, M.D. Director January 10, 1997
----------------------------
Daniel C. Tosteson, M.D.
Consent of Independent Accountants
We hereby consent to the incorporation by reference in this
Registration Statement on Form S-8 of our report dated July 31, 1996
appearing on page 40 of NovaCare, Inc.'s Annual Report on Form 10-K
for the year ended June 30, 1996.
PRICE WATERHOUSE LLP
Philadelphia, PA
January 10, 1997
CONSENT OF COUNSEL
The consent of Peter D. Bewley, Esq. is contained in his opinion
filed as Exhibit 5 to this Registration Statement.
INDEX TO EXHIBITS
Number Description of Exhibit Page
- ------ ---------------------- ----
4(i) - Option Certificate evidencing
options to purchase 1,877,888
shares of Common Stock granted
to John H. Foster
4(ii) - Option Certificate evidencing
options to purchase 1,429,414
shares of Common Stock granted
to Timothy E. Foster
4(iii) - Option Certificate evidencing
options to purchase 122,112
shares of Common Stock granted
to John H. Foster
4(iv) - Option Certificate evidencing
options to purchase 70,586
shares of Common Stock granted
to Timothy E. Foster
5 - Opinion of Peter D. Bewley, Esq.
23(i) - Consent of Price Waterhouse --
(See "Consent of Independent
Accountants" in the Registration
Statement)
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 10, 1997
NovaCare, Inc.
1016 W. Ninth Avenue
King of Prussia, PA 19406
Gentlemen:
This opinion is furnished in connection with the
registration statement on Form S-8(the "Registration Statement"),
pursuant to the Securities Act of 1933, as amended (the "Act"),
filed by NovaCare, Inc., a Delaware corporation (the "Company")
with respect to 3,307,302 shares (the "Shares") of the common
stock, $.01 par value, of the Company which have been offered by
the Company to certain executive officers of the Company pursuant
to the Company's Executive Stock Option Plan.
As General Counsel of the Company, I have acted as counsel
in connection with the registration of the Shares 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; the Registration Statement; and such other
documents as I considered necessary for the purposes of this
opinion.
Based upon and subject to the foregoing, I am of the opinion
that the Shares have been duly and validly authorized and, when
issued and paid for in accordance with the terms of the stock
options granted to the executive officers, will be validly
issued, fully paid and non-assessable.
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
---------------------
Peter D. Bewley
NOTICE OF GRANT OF STOCK OPTIONS
AND STOCK OPTION CERTIFICATE
JOHN FOSTER
You have been granted option(s) to buy NovaCare, Inc. stock as
follows:
Non-Qualified Stock Option Grant 600000
Date of Grant 05/02/96
Stock Option Plan 6
Option Price per Share $6.875
Total Number of Shares Granted 1,877,888
Total Price of Shares Granted $12,910,480.00
The option(s) will vest according to the following schedules,
whichever occurs first:
Price - based Vesting Schedule
----------------------------------
When the average closing stockprice on the New York Stock
Exchange over 40 consecutive trading days equals or exceeds the
price set forth below, the specified increment shall permanently
vest.
Price Increment Expiration Date
$ 8.00 20% May 02, 2003
$10.00 20% May 02, 2003
$12.00 20% May 02, 2003
$14.00 20% May 02, 2003
$16.00 20% May 02, 2003
Time - based Vesting Schedule
-------------------------------
Vesting Date Increment Expiration Date
May 16, 1997 20% May 02, 2003
May 16, 1998 20% May 02, 2003
May 16, 1999 20% May 02, 2003
May 16, 2000 20% May 02, 2003
May 16, 2001 20% May 02, 2003
The Chairman's signature below indicates that these option(s) are
granted under and governed by the terms and conditions of
NovaCare's 6 Stock Option Plan, as amended and the Stock Option
Certificate, which is hereby made a part of this document.
NovaCare, Inc.
/s/ John H. Foster January 10, 1997
- -------------------- ------------------
Chairman/CEO Date
NOTICE OF GRANT OF STOCK OPTIONS
AND STOCK OPTION CERTIFICATE
TIMOTHY FOSTER
You have been granted option(s) to buy NovaCare, Inc. stock as follows:
Non-Qualified Stock Option Grant 600001
Date of Grant 05/02/96
Stock Option Plan 6
Option Price per Share $6.8750
Total Number of Shares Granted 1,429,414
Total Price of Shares Granted $9,827,221.25
The option(s) will vest according to the following schedules,
whichever occurs first:
Price - based Vesting Schedule
--------------------------------
When the average closing stockprice on the New York Stock Exchange over 40
consecutive trading days equals or exceeds the price set forth below, the
specified increment shall permanently vest.
Price Increment Expiration Date
$ 8.00 20% May 02, 2003
$10.00 20% May 02, 2003
$12.00 20% May 02, 2003
$14.00 20% May 02, 2003
$16.00 20% May 02, 2003
Time - based Vesting Schedule
-------------------------------
Vesting Date Increment Expiration Date
May 16, 1997 20% May 16, 2003
May 16, 1998 20% May 16, 2003
May 16, 1999 20% May 16, 2003
May 16, 2000 20% May 16, 2003
May 16, 2001 20% May 16, 2003
The Chairman's signature below indicates that these option(s) are granted
under and governed by the terms and conditions of NovaCare's 6 Stock Option
Plan, as amended and the Stock Option Certificate, which is hereby made a
part of this document.
NovaCare, Inc.
/s/ John H. Foster January 10, 1997
- ------------------- -----------------
Chairman/CEO Date
NOTICE OF GRANT OF STOCK OPTIONS
AND STOCK OPTION CERTIFICATE
JOHN FOSTER
You have been granted option(s) to buy NovaCare, Inc. stock as follows:
Non-Qualified Stock Option Grant 600002
Date of Grant 05/02/96
Stock Option Plan 6
Option Price per Share $6.8750
Total Number of Shares Granted 122,112
Total Price of Shares Granted $839,520.00
The option(s) will vest according to the following schedules,
whichever occurs first:
Price - based Vesting Schedule
--------------------------------
When the average closing stockprice on the New York Stock Exchange over 40
consecutive trading days equals or exceeds the price set forth below, the
specified increment shall permanently vest.
Price Increment Expiration Date
$ 8.00 20% May 02, 2006
$10.00 20% May 02, 2006
$12.00 20% May 02, 2006
$14.00 20% May 02, 2006
$16.00 20% May 02, 2006
Time - based Vesting Schedule
-------------------------------
Vesting Date Increment Expiration Date
May 16, 1997 20% May 02, 2006
May 16, 1998 20% May 02, 2006
May 16, 1999 20% May 02, 2006
May 16, 2000 20% May 02, 2006
May 16, 2001 20% May 02, 2006
The Chairman's signature below indicates that these option(s) are granted
under and governed by the terms and conditions of NovaCare's 6 Stock Option
Plan, as amended and the Stock Option Certificate, which is hereby made a
part of this document.
NovaCare, Inc.
/s/ John H. Foster January 10, 1997
- ------------------- -----------------
Chairman/CEO Date
NOTICE OF GRANT OF STOCK OPTIONS
AND STOCK OPTION CERTIFICATE
TIMOTHY FOSTER
You have been granted option(s) to buy NovaCare, Inc. stock as follows:
Non-Qualified Stock Option Grant 600003
Date of Grant 05/02/96
Stock Option Plan 6
Option Price per Share $6.8750
Total Number of Shares Granted 70,586
Total Price of Shares Granted $485,278.75
The option(s) will vest according to the following schedules,
whichever occurs first:
Price - based Vesting Schedule
--------------------------------
When the average closing stockprice on the New York Stock Exchange over 40
consecutive trading days equals or exceeds the price set forth below, the
specified increment shall permanently vest.
Price Increment Expiration Date
$ 8.00 20% May 02, 2006
$10.00 20% May 02, 2006
$12.00 20% May 02, 2006
$14.00 20% May 02, 2006
$16.00 20% May 02, 2006
Time - based Vesting Schedule
-------------------------------
Vesting Date Increment Expiration Date
May 16, 1997 20% May 02, 2006
May 16, 1998 20% May 02, 2006
May 16, 1999 20% May 02, 2006
May 16, 2000 20% May 02, 2006
May 16, 2001 20% May 02, 2006
The Chairman's signature below indicates that these option(s) are granted
under and governed by the terms and conditions of NovaCare's 6 Stock Option
Plan, as amended and the Stock Option Certificate, which is hereby made a
part of this document.
NovaCare, Inc.
/s/ John H. Foster January 10, 1997
- ------------------- -----------------
Chairman/CEO Date
