<PAGE>
As filed with the Securities and Exchange Commission on February 27, 1998
Registration No. 333-___________
================================================================================
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 of (I.R.S. Employer
incorporation or organization) Identification No.)
11440 COMMERCE PARK DRIVE
RESTON, VA 20191
- ---------------------------------------- ----------
(Address of principal executive offices) (Zip Code)
PHP HEALTHCARE CORPORATION AMENDED AND RESTATED 1996 INCENTIVE PLAN
-------------------------------------------------------------------
(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)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=========================================================================================================
TITLE OF PROPOSED MAXIMUM PROPOSED
SECURITIES TO BE AMOUNT TO BE OFFERING PRICE MAXIMUM AGGREGATE AMOUNT OF
REGISTERED REGISTERED /(1) PER SHARE /(2)/ OFFERING PRICE /(2)/ REGISTRATION FEE
- ---------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common stock, 2,500,000 12.6875 31,718,750 $9,357.03
$.01 par value,
and associated
Preferred Stock
Purchase Rights /(3)/
</TABLE>
===============================================================================
/(1)/ Plus such additional shares as may be made available in order to adjust
to a change in capitalization.
/(2)/ Estimated pursuant to Rule 457 solely for the purpose of calculating the
registration fee. With respect to the 2,500,000 shares referred to above,
the maximum offering price has been calculated based upon a price of
$12.6875 per share, the average of the high and low prices reported on
the NYSE on February 20, 1998, pursuant to Rule 457 (h).
/(3)/ The Preferred Stock Purchase Rights, which are attached to the shares of
Common Stock of the registrant, will be issued for no additional
consideration; no additional registration fee is required.
===============================================================================
<PAGE>
EXPLANATORY NOTE
REGISTRATION OF ADDITIONAL SECURITIES
On May 2, 1997, PHP Healthcare Corporation (the "Company") filed a
Registration Statement on Form S-8 (File No. 333-26403) covering 500,000 shares
of the Company's common stock, par value $.01 per share (the "Common Stock")
issuable under the PHP Healthcare Corporation 1996 Incentive Plan (the "Plan").
On November 3, 1997, the Company's stockholders approved a proposal amending and
restating the Plan to, among other things, increase the number of shares of
Common Stock authorized for grant or award thereunder from 500,000 to 3,000,000.
Therefore, the total number of shares of Common Stock currently available for
issuance pursuant to the Plan is 3,000,000 and this Registration Statement
covers the additional 2,500,000 shares of Common Stock to be registered
hereunder.
<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 by
reference:
(a) The Company's latest Annual Report on Form 10-K for the Fiscal Year
ended April 30, 1997.
(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 indicate that all securities registered hereunder
have been sold or which deregister 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 the person 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 the person in connection with
such action, suit or proceeding if the person acted in good faith and in a
manner the person 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 their 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
<PAGE>
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) actually and reasonably
incurred by the person in connection with the defense or settlement of such
action or suit if the person acted in good faith and in a manner the person
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 as the Court of Chancery, or such other court, shall
deem proper.
Section 145 further provides that to the extent that a person serving
as 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, such person shall be indemnified against expenses (including
attorneys' fees) actually and reasonably incurred by such person in connection
therewith; that indemnification and advancement of expenses provided for by
Section 145 shall not be deemed exclusive of any other rights to which the
indemnified party may be entitled; that indemnification and advancement of
expenses 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 person's
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 and incurred by such person in any such
capacity, or arising out of the person's status as such, whether or not the
corporation would have the power to indemnify the person against such liability
under Section 145.
Article IX of the Company's Bylaws provides that the Corporation shall
indemnify any person who is, or was, a director, officer, employer or agent of
the corporation to the fullest extent permitted by the DGCL, except that the
corporation may, but need not, 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 Restated 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 No. Description of Exhibit
- -------------- ----------------------------------------------------------------
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).
4.2 Amended and Restated PHP Healthcare Corporation 1996 Incentive
Plan (incorporated by reference to the Company's proxy statement
filed on October 7, 1997)
5.1 Opinion of Fried, Frank, Harris, Shriver & Jacobson 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 Ernst & Young LLP
23.3 Consent of Fried, Frank, Harris, Shriver & Jacobson (included in
Exhibit 5.1 to this Registration Statement).
24.1 Power of Attorney (included on signature page)
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 that 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
February 27, 1998.
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 that person's 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:
<TABLE>
<CAPTION>
Signature Title Date
- ---------------------------------------------------- --------------------------------- ------------------------------
<S> <C> <C>
/s/ Charles P. Reilly Chairman of the Board February 27, 1998
- ---------------------------------------------------
Charles P. Reilly
/s/ Robert L. Bowles, Jr. Director February 27, 1998
- ---------------------------------------------------
Robert L. Bowles, Jr.
/s/ William J. Lubin Director February 27, 1998
- ---------------------------------------------------
William J. Lubin
/s/ Joseph G. Mathews Director February 27, 1998
- ---------------------------------------------------
Joseph G. Mathews
/s/ Jack M. Mazur Chief Executive Officer, February 27, 1998
- --------------------------------------------------- President
Jack M. Mazur
/s/ Donald J. Ruffing Director February 27, 1998
- ---------------------------------------------------
Donald J. Ruffing
/s/ Jerry W. Carlton Director February 27, 1998
- ---------------------------------------------------
Jerry W. Carlton
/s/ Michael D. Starr Director February 27, 1998
- ---------------------------------------------------
Michael D. Starr
/s/ John J. McDonnell Director February 27, 1998
- ---------------------------------------------------
John J. McDonnell
/s/ Frank L. Provato, M.D. Director February 27, 1998
- ---------------------------------------------------
Frank L. Provato, M.D.
/s/ Anthony M. Picini Executive Vice President and February 27, 1998
- --------------------------------------------------- Chief Financial Officer
Anthony M. Picini
</TABLE>
II-6
<PAGE>
EXHIBIT INDEX
Exhibit No. Description of Exhibit
- -------------- ------------------------------------------------------------
4.1 Specimen form of the Company's Common Stock certificate
(incorporated by reference as Exhibit 7.1 to the Company's
Form 8A, Amendment 1, filed with the Securities and
Exchange Commission on August 11, 1992.
4.2 Amended and Restated 1996 PHP Healthcare Corporation
Incentive Plan (incorporated by reference to the Company's
proxy statement filed October 7, 1997).
5.1 Opinion of Fried, Frank, Harris, Shriver & Jacobson 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 Ernst & Young LLP
23.2 Consent of Fried, Frank, Harris, Shriver & Jacobson
(included in Exhibit 5.1).
24.1 Power of Attorney (included on signature page)
<PAGE>
EXHIBIT 5.1
February 27, 1998
(202) 639-7032
Board of Directors
PHP Healthcare Corporation
11440 Commerce Park Drive
Reston, VA 20190
Gentlemen:
We have acted as special counsel for PHP Healthcare Corporation, a
Delaware corporation (the "Company"), in connection with the registration,
pursuant to a Registration Statement on Form S-8 (the "Registration Statement"),
of an additional 2,500,000 shares of the Company's common stock, par value $.01
per share ("Common Stock"), issuable upon exercise of options or awards that
have been or may be granted under the Company's Amended and Restated 1996
Incentive Plan (the "Amended Plan"). On May 2, 1997 the Company had filed a
Registration Statement on Form S-8 (File No. 333-26403) covering 500,000 shares
of Common Stock issuable upon exercise of stock options or awards granted under
the 1996 Incentive Plan. The additional 2,500,000 shares of Common Stock being
registered under the Registration Statement are referred to herein as the
"Shares". This opinion is delivered to you pursuant to Item 601(b)(5) of
Regulation S-K under the Securities Act of 1933, as amended. With your
permission, all assumptions and statements of reliance herein have been made
without any independent investigation or verification on our part except to the
extent otherwise expressly stated, and we express no opinion with respect to the
subject matter or accuracy of such assumptions or items relied upon.
In connection with this opinion, we 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 we have deemed necessary or appropriate for the
purposes of this opinion.
In all such examinations, we 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 opinion expressed herein, we have
relied upon, and assumed the accuracy
<PAGE>
Board of Directors
PHP Healthcare Corporation
February 27, 1998
Page 2
of, certificates and 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, we are of the 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 Amended 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 General Corporation Law
of the State of Delaware. We assume no obligations to supplement this letter if
any applicable laws change after the date hereof or if we become aware of any
facts that might change the opinion expressed herein after the date hereof.
The opinion expressed herein is solely for your benefit and may not be
relied upon in any manner or for any purpose by any other person and may not be
quoted in whole or in part without our prior written consent.
We 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 we do not admit that we are in the category of persons
whose consent is required under Section 7 of the Securities Act of 1933, as
amended.
Very truly yours,
FRIED, FRANK, HARRIS, SHRIVER & JACOBSON
By: /s/ Andrew P. Varney
------------------------------------
Andrew P. Varney
<PAGE>
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 December 17, 1997, on our review of interim
financial information of PHP Healthcare Corporation and consolidated
subsidiaries (the Company) as of October 31, 1997, and for the three-month and
six-month periods ended October 31, 1997 and 1996, and included in the Company's
quarterly report on Form 10-Q for the quarter ended October 31, 1997, is
incorporated by reference in this registration statement. In addition, we are
aware that our report, dated September 18, 1997, on our review of interim
financial information of the Company as of July 31, 1997, and for the
three-month periods ended July 31, 1997 and 1996, and included in the Company's
quarterly report on Form 10-Q for the quarter ended July 31, 1997, is also
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 prospectus and 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.
February 25, 1998
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this prospectus and registration
statement on Form S-8 of our report, dated July 25, 1997, on our audits of the
consolidated financial statements and financial statement schedules of PHP
Healthcare Corporation and Subsidiaries as of April 30, 1997 and 1996, and for
the years ended April 30, 1997, 1996 and 1995, which report is included in the
Company's 1997 Form 10-K.
COOPERS & LYBRAND L.L.P.
Washington, D.C.
February 25, 1998
<PAGE>
Exhibit 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this Registration Statement on
Form S-8, pertaining to the PHP Healthcare Corporation Amended and Restated 1996
Incentive Plan, of our reports dated February 14, 1997, except for Note 4 which
is dated April 29, 1997 and March 6, 1996, with respect to the consolidated
financial statements and additional information of HIP of New Jersey, Inc.
included in Form 8-K/A, dated January 16, 1998, filed with the Securities and
Exchange Commission.
ERNST & YOUNG LLP
ISELIN, NEW JERSEY
FEBRUARY 26, 1998
