As filed with the Securities and Exchange Commission on May 2, 1997
Registration No. 33- ___________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under the Securities Act of 1933
PHP HEALTHCARE CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 54-1023168
(State or other jurisdiction (I.R.S. Employer
of Identification No.)
incorporation or organization)
11440 Commerce Park Drive 20191
Reston, VA (Zip Code)
(Address of principal
executive offices)
PHP HEALTHCARE CORPORATION 1996 INCENTIVE PLAN
AMENDED AND RESTATED PHP HEALTHCARE CORPORATION
1986 STOCK OPTION PLAN
PHP HEALTHCARE CORPORATION DIRECTORS' RETAINER PLAN
STOCK OPTION AGREEMENT BETWEEN PHP HEALTHCARE CORPORATION
AND JOHN P. COLE DATED AS OF SEPTEMBER 29, 1994
STOCK OPTION AGREEMENT BETWEEN PHP HEALTHCARE CORPORATION
AND MICHAEL E. GALLAGHER DATED AS OF AUGUST 1, 1994
STOCK OPTION AGREEMENT BETWEEN PHP HEALTHCARE CORPORATION
AND CHARLES P. REILLY DATED AS OF AUGUST 1, 1994
(Full title of the plans)
Ben Rosenbaum III, General Counsel
PHP Healthcare Corporation
11440 Commerce Park Drive
Reston, VA 20191
(703) 758-3600
(Name, address and telephone number, including area code, of
agent for service)
<PAGE>
CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------
Proposed Proposed
Title of maximum maximum
securities Amount offering aggregate Amount of
to be to be price per offering registration
registered registered share (2) price (2) fee
- --------------------------------------------------------------------
Common
stock, $.01 2,870,000 $4.50 - $34,528,800.00 $10,463.27
par value (1) $12.813
- --------------------------------------------------------------------
(1) Includes (i) 2,000,000 shares of common stock, par value
$.01 per share, of the Registrant ("Shares") issuable upon
the exercise of options which have been or may be granted
under the Amended and Restated PHP Healthcare Corporation
1986 Stock Option Plan (the "1986 Plan"); (ii) 500,000
Shares issuable upon the exercise of options to be granted
under the PHP Healthcare Corporation 1996 Incentive Plan
(the "1996 Plan"), (iii) 100,000 Shares issuable under the
PHP Healthcare Corporation Directors' Retainer Plan (the
"Retainer Plan"), (iv) 30,000 Shares issuable at an exercise
price of $4.50 per Share upon the exercise of options
granted under the Stock Option Agreement dated as of
September 29, 1994 between the Company and John P. Cole (the
"Cole Option"); (v) 102,858 Shares issuable at an exercise
price of $4.50 per share upon the exercise of options
granted under the Stock Option Agreement dated as of August
1, 1994 between the Company and Michael E. Gallagher (the
"Gallagher Option") and (vi) 137,142 Shares issuable at an
exercise price of $4.50 per share upon the exercise of
options granted under the Stock Option Agreement dated as of
August 1, 1994 between the Company and Charles P. Reilly
(the "Reilly Option").
(2) Estimated pursuant to Rule 457 solely for the purpose of
calculating the registration fee. With respect to the
2,600,000 shares referred to in clauses (i), (ii) and (iii)
of Note (1) above, the maximum offering price has been
calculated based upon a price of $12.813 per share, the
average of the high and low prices reported on the NYSE on
April 25, 1997.
<PAGE>
EXPLANATORY NOTE
This Registration Statement relates to (i) an amendment of
the Registrant's 1986 Plan increasing the number of Shares
authorized tobe issued thereunder from 1,500,000 to 3,500,000;
(ii) 500,000 Shares issuable upon the exercise of options to be
granted under the 1996 Plan, (iii) 100,000 Shares issuable under
the Retainer Plan; (iv) 30,000 Shares issuable upon the exercise
of options granted under the Cole Option; (v) 102,858 Shares
issuable upon the exercise of options granted under the Gallagher
Option and (vi) 137,142 Shares issuable upon the exercise of
options granted under the Reilly Option. With respect to the
2,000,000 Shares registered hereunder that relate to the
Registrant's 1986 Plan, and pursuant to General Instruction E of
the Instructions to Form S-8, the contents of Registration
Statement No. 33-41557 on Form S-8 relating to the Registrant's
1986 Plan as filed with the Securities and Exchange Commission on
July 11, 1991 (the "Prior Registration Statement") are hereby
incorporated by reference. The difference in the number of
Shares between the 3,500,000 Shares and 2,000,000 Shares being
registered hereunder were previously registered on Registration
Statement No. 33-41557. Part II of the Prior Registration
Statement is amended to include the information contained in Part
II of this Registration Statement.
<PAGE>
PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents, which are filed with the
Securities and Exchange Commission, are incorporated in this
Registration Statement on Form S-8 (the "Registration Statement")
by reference:
(a) The Company's latest Annual Report on Form 10-K for the
Fiscal Year ended April 30, 1996.
(b) All other reports filed by the Company pursuant to
Section 13(a) or Section 15(d) of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), since the end of the
fiscal year covered by the Annual Report on Form 10-K referred to
in (a) above.
(c) The description of the common stock of the Company, par
value $.01 per share (the "Common Stock"), contained in the
Company's Registration Statement on Form S-3 filed with the
Securities and Exchange Commission on February 20, 1996, as
amended through the date hereof.
All documents subsequently filed by the Company pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior
to the filing of a post-effective amendment which indicates that
all securities registered hereunder have been sold or which
deregisters all shares of the securities offered then remaining
unsold, shall be deemed to be incorporated by reference herein
and to be a part hereof from the date of the filing of such
documents.
Item 4. Description of Securities
Not applicable.
Item 5. Interests of Named Experts and Counsel
None.
Item 6. Indemnification of Directors and Officers
Subsection (a) of Section 145 of the General Corporation
Law of the State of Delaware (the "DGCL") empowers a corporation
to indemnify 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 proceedings, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the
corporation) by reason of the fact that he is or was a director,
officer, employee or agent of the corporation, or is or was
serving at the request of the corporation as a director, officer,
employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including
attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by him in connection with such
action, suit or proceeding if he acted in good faith and in a
manner he reasonably believed to be in or not opposed to the best
interests of the corporation, and, with respect to any criminal
action or proceeding, had no reasonable cause to believe his
conduct was unlawful.
Subsection (b) of Section 145 empowers a corporation to
indemnify any person who was or is a party or is threatened to be
made a party to any threatened, pending or completed action, or
suit by or in the right of the corporation to procure a judgment
in its favor by reason of the fact that such person acted in any
of the capacities set forth above, against expenses (including
attorneys' fees)
<PAGE>
actually and reasonably incurred by him in connection with the
defense or settlement of such action or suit if he acted in good
faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the corporation, except that no
indemnification may be made in respect of any claim, issue or
matter as to which such person shall have been adjudged to be
liable to the corporation unless and only to the extent that the
Court of Chancery or the court in which such action or suit was
brought shall determine upon application that, despite the
adjudication of liability but in view of all the circumstances of
the case, such person is fairly and reasonably entitled to
indemnity for such expenses which the Court of Chancery or such
other court shall deem proper.
Section 145 further provides that to the extent a
director or officer of a corporation has been successful on the
merits or otherwise in the defense of any action, suit or
proceeding referred to in subsections (a) and (b) of Section 145,
or in defense of any claim, issue or matter therein, he shall be
indemnified against expenses (including attorneys' fees) actually
and reasonably incurred by him in connection therewith; that
indemnification provided for by Section 145 shall not be deemed
exclusive of any other rights to which the indemnified party may
be entitled; that indemnification provided for by Section 145
shall, unless otherwise provided when authorized or ratified,
continue as to a person who has ceased to be a director, officer,
employee or agent and shall inure to the benefit of such persons'
heirs, executors and administrators; and empowers the corporation
to purchase and maintain insurance on behalf of a director or
officer of the corporation against any liability asserted against
him and incurred by him in any such capacity, or arising out of
his status as such, whether or not the corporation would have the
power to indemnify him against such liability under Section 145.
Article IX of the Company's By-laws provides that the
Company shall indemnify its directors and officers to the fullest
extent authorized by the DGCL, except that the Company may
purchase indemnity insurance. The Company has obtained primary
and excess insurance policies insuring the directors and officers
of the Company against certain liabilities that they may incur in
their capacity as directors and officers. Under such policies,
the insurers, on behalf of the Company, may also pay amounts for
which the Company has granted indemnification to the directors or
officers.
Section 102(b)(7) of DGCL provides that a certificate of
incorporation may contain a provision eliminating or limiting the
personal liability of a director to the corporation or its
stockholders for monetary damages for breach of fiduciary duty as
a director provided that such provision shall not eliminate or
limit the liability of a director (i) for any breach of the
director's duty of loyalty to the corporation or its
stockholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of
law, (iii) under Section 174 of the DGCL, or (iv) for any
transaction from which the director derived an improper personal
benefit. Article 9 of the Company's Certificate of Incorporation
limits the liability of directors to the fullest extent permitted
by Section 102(b)(7).
Item 7. Exemption from Registration Claimed
Not applicable.
II-2
<PAGE>
Item 8. Exhibits
Exhibit Description of Exhibit
No.
4.1 Specimen form of the Company's Common Stock
certificate (incorporated by reference to Exhibit 7.1
to the Company's Form 8-A, Amendment No. 1, filed with
the Securities and Exchange Commission on August 11,
1992).
5.1 Opinion of Ben Rosenbaum III, General Counsel of the
Company, as to the legality of the Shares being
registered.
15.1 Letter of Coopers & Lybrand L.L.P. regarding unaudited
interim financial statements.
23.1 Consent of Coopers & Lybrand L.L.P.
23.2 Consent of KPMG Peat Marwick LLP
23.3 Consent of Ben Rosenbaum III, General Counsel of the
Company (included in Exhibit 5.1 to this Registration
Statement).
Item 9. 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 of 1933, as
amended (the "Securities Act");
(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 hereto)
which, individually or in the aggregate,
represent a fundamental change in the
information set forth in this registration
statement; and
(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;
II-3
<PAGE>
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) shall
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
this 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 (and, where
applicable, each filing of an employee benefit plan's annual
report pursuant to 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 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.
II-4
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act, the
Company 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 Reston, Commonwealth of Virginia, on May 2, 1997.
PHP HEALTHCARE CORPORATION
By /s/ Anthony M. Picini
___________________________
Anthony M. Picini
Executive Vice President and
Chief Financial Officer
II-5
<PAGE>
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person
whose signature appears below hereby constitutes and appoints
Jack M. Mazur, Anthony M. Picini and Ben Rosenbaum III as his
true and lawful attorney-in-fact and agent, with full powers of
substitution and resubstitution, for him in his name, place and
stead, in any and all capacities, to sign any and all amendments
to this Registration Statement, including any and all pre-
effective and post-effective amendments, and any and all
documents in connection therewith, and to file the same, with all
exhibits thereto, and all documents in connection therewith, with
the Securities and Exchange Commission, granting unto said
attorney-in-fact and agent full power and authority to do and
perform each and every act and thing requisite and necessary to
be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, and hereby ratifies,
approves and confirms all that his said attorney-in-fact and
agent, or his substitute or substitutes may lawfully do or cause
to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this
Registration Statement has been signed by the following persons
in the capacities and on the dates indicated:
Signature Title Date
/s/Charles P. Reilly Chairman of the May 2, 1997
Charles P. Reilly Board
/s/Robert L. Bowles, Jr. Director May 2, 1997
Robert L. Bowles, Jr.
/s/Paul T. Cuzmanes Director May 2, 1997
Paul T. Cuzmanes
/s/ Jospeh G. Mathews Director May 2, 1997
Joseph G. Mathews
/s/Jack M. Mazur Chief Executive May 2, 1997
Jack M. Mazur Officer, President
and Director
/s/Donald J. Ruffing Director May 2, 1997
Donald J. Ruffing
/s/George E. Schafer Director May 2, 1997
George E. Schafer
/s/Michael D. Starr Director May 2, 1997
Michael D. Starr
/s/Anthony M. Picini Executive Vice May 2, 1997
Anthony M. Picini President and
Chief Financial
Officer
II-6
<PAGE>
EXHIBIT INDEX
Page No. in
Sequentially
Exhibit Description of Exhibit Numbered Copy
No.
4.1 Specimen form of the Company's Common
Stock certificate previously filed as
Exhibit 7.1 to the Company's Form
8-A, Amendment 1, filed with the
Securities and Exchange Commission on
August 11, 1992.*
5.1 Opinion of Ben Rosenbaum, General
Counsel of the Company, as to the
legality of the Shares being
registered.
15.1 Letter of Coopers & Lybrand L.L.P.
regarding unaudited
interim financial statements.
23.1 Consent of Coopers & Lybrand L.L.P.
23.2 Consent of KPMG Peat Marwick LLP.
23.3 Consent of Ben Rosenbaum III, General
Counsel of the Company (included in
Exhibit 5.1).
_______________________
* Incorporated by reference.
EXHIBIT 5.1
May 2, 1997
Board of Directors
PHP Healthcare Corporation
11440 Commerce Park Drive
Reston, VA 20191
Gentlemen:
In my capacity as General Counsel to PHP Healthcare
Corporation, a Delaware corporation (the "Company"), I am
delivering this opinion in connection with the registration under
the Securities Act of 1933, as amended (the "Securities Act"),
pursuant to a Registration Statement on Form S-8, of an aggregate
of shares of the Company's Common Stock, par value $.01 per share
(the "Shares"), consisting of (i) 2,000,000 Shares issuable to
Employees of the Company (as such term is defined in the Amended
and Restated PHP Healthcare Corporation 1986 Stock Option Plan
(the "Plan")) upon the exercise of options which have been or may
be granted under the Plan, (ii) 500,000 Shares issuable to
employees and officers of the Company upon exercise of options to
be granted to them under the PHP Healthcare Corporation 1996
Incentive Plan, (iii) 100,000 Shares issuable under the PHP
Healthcare Corporation Director's Retainer Plan, (iv) 30,000
Shares issuable upon exercise of options granted to John P. Cole
under the Stock Option Agreement dated as of September 29, 1994
between the Company and John P. Cole, (v) 102,858 Shares issuable
upon the exercise of options granted to Michael E. Gallagher
under the Stock Option Agreement dated as of August 1, 1994
between the Company and Michael E. Gallagher, and (vi) 137,142
Shares issuable upon the exercise of options granted to Charles
P. Reilly under the Stock Option Agreement dated as of August 1,
1994 between the Company and Charles P. Reilly.
In connection with this opinion, I have (i)
investigated such questions of law, (ii) examined originals or
certified, conformed or reproduction copies of such agreements,
instruments, documents and records of the Company, (iii) examined
such certificates of public officials, officers or other
representatives of the Company, and other persons, and such other
documents, and (iv) reviewed such information from officers and
representatives of the Company and others as I have deemed
necessary or appropriate for the purposes of this opinion.
<PAGE>
Board of Directors
PHP Healthcare Corporation
May 2, 1997
Page 2
In all such examinations, I have assumed the legal capacity
of all natural persons executing documents (other than the
capacity of officers of the Company executing documents in such
capacity), the genuineness of all signatures on original or
certified copies, and the conformity to original or certified
documents of all copies submitted to us as conformed or
reproduction copies. As to various questions of fact relevant to
the opinions expressed herein, I have relied upon, and assumed
the accuracy of oral or written statements and other information
of or from public officials, officers or other representatives of
the Company and other persons.
Based upon the foregoing, and subject to the limitations set
forth herein, it is my opinion that the Shares, when issued and
paid for (with the consideration received by the Company being
not less than the par value thereof) in accordance with the
applicable plan and any agreement applicable to such Shares, will
be validly issued, fully paid and non-assessable.
The opinion expressed herein is limited to the federal laws
of the United States and, to the extent required by the foregoing
opinion, the General Corporation Law of the State of Delaware.
I hereby consent to the filing of this opinion as an exhibit
to the Registration Statement on Form S-8 relating to the
registration of the Shares. In giving this consent, I do not
admit that I am in the category of such persons whose consent is
required under Section 7 of the Securities Act.
The opinion expressed herein is solely for your benefit and
may not be relied upon in any manner or for any purpose except as
specifically provided for herein.
Very truly yours,
/s/ Ben Rosenbaum III
________________________
Ben Rosenbaum III
General Counsel
EXHIBIT 15.1
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: PHP Healthcare Corporation
Registration on Form S-8
We are aware that our report dated March 17, 1997 on our review
of interim financial information of PHP Healthcare Corporation
and consolidated subsidiaries as of January 31, 1997 and 1996 and
for the three-month and nine-month periods then ended and included
in the Company's quarterly report on Form 10-Q for the quarter then
ended (as amended on Form 10-Q/A, Amendments No. 1, 2, 3, 4 and 5)
is incorporated by reference in this registration statement.
Pursuant to Rule 436(c) under the Securities Act of 1933, this
report should not be considered a part of the registration
statement prepared or certified by us within the meaning of
Sections 7 and 11 of that Act.
COOPERS & LYBRAND L.L.P.
Washington, D.C.
May 2, 1997
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this prospectus
and registration statement on Form S-8 regarding the Company's
1996 Incentive Plan, the company's Director's Retainer Plan, and
the stock option agreements between the company and John P. Cole,
Michael Gallagher and Charles P. Reilly, of our report dated
July 10, 1996 on our audits of the consolidated financial statements
and schedules of PHP Healthcare Corporation and Subsidiaries as of
April 30, 1995 and 1996, respectively, and for the years then
ended appearing in the Company's 1995 and 1996 form 10-K. We
also consent to the reference to our firm under the caption
"Independent Public Accountants."
COOPERS & LYBRAND L.L.P.
Washington, D.C.
May 2, 1997
EXHIBIT 23.2
The Board of Directors
PHP Healthcare Corporation:
We consent to the incorporation by reference in the registration
statement on form S-8 of PHP Healthcare Corporation of our report
dated September 12, 1994 relating to the consolidated financial
statements of PHP Healthcare Corporation for the year ended April
30, 1994, and all related schedules, which report appears in the
April 30, 1996 Annual Report on Form 10-K of PHP Healthcare
Corporation. Our report refers to a change in the method of
accounting for income taxes.
KPMG PEAT MARWICK LLP
Washington, D.C.
May 1, 1997
