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As Filed with the Securities and Exchange Commission on September 3, 1996
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
REHABCARE GROUP, INC.
(Exact name of registrant as specified in charter)
DELAWARE 51-0265872
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
7733 Forsyth Boulevard, Suite 1700
St. Louis, Missouri 63105
(Address of principal executive offices) (Zip Code)
REHABCARE GROUP, INC.
1996 LONG-TERM PERFORMANCE PLAN
(Full title of the plan)
ALAN C. HENDERSON
Executive Vice President, Chief Financial Officer and Secretary
RehabCare Group, Inc.
7733 Forsyth Boulevard, Suite 1700
St. Louis, Missouri 63105
(Name and address of agent for service)
Telephone number, including area code, of agent for service:(314) 863-7422
Copy to:
ROBERT M. LAROSE, ESQ.
Thompson Coburn
One Mercantile Center
St. Louis, Missouri 63101
(314) 552-6000
CALCULATION OF REGISTRATION FEE
Title of Amount to Proposed Proposed Amount of
Securities to be Maximum Maximum Registration
be Registered Registered Offering Aggregate Fee
Price Per Share(2) Offering Price(2)
Common Stock, 700,000 $16.50 $11,550,000.00 $3,982.75
$.01 par value (1) shares
(1) Includes one attached Preferred Share Purchase Right per share.
(2) Estimated solely for purposes of computing the Registration Fee pursuant
to the provisions of Section 457(h), based upon the average of the high
and low prices per share as reported on the Nasdaq National Market on
August 27, 1996.
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REHABCARE GROUP, INC. 1996 LONG-TERM PERFORMANCE PLAN
Item 3. Incorporation of Certain Documents by Reference.
The following documents filed by RehabCare Group, Inc. (the
"Company") with the Securities and Exchange Commission are
incorporated herein by reference:
(i) The Company's latest Annual Report on Form 10-K for
the year ended February 29, 1996.
(ii) The Company's Quarterly Report on Form 10-Q for the
three months ended May 31, 1996.
(iii) The Company's Current Report on Form 8-K dated March 1, 1996.
(iv) The description of the Company's Common Stock
contained in the Company's Registration Statement on
Form 8-A, effective as of June 25, 1991, pursuant to
Section 12 of the Securities Exchange Act of 1934 (the
"1934 Act").
(v) The description of the Company's Preferred Stock
Purchase Rights contained in the Company's
Registration Statement on Form 8-A, effective as of
November 9, 1992, pursuant to Section 12 of the 1934
Act.
All documents filed by the Company pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the 1934 Act, after the
date of this Registration Statement and prior to the filing of a
post-effective amendment which indicates that all securities
offered hereby have been sold or which deregisters all securities
remaining unsold, shall be deemed to be incorporated by reference
in this Registration Statement and to be made a part hereof from
the date of filing of such documents. Any statements contained
herein or in a document incorporated herein by reference shall be
deemed to be modified or superseded for purposes of this
Registration Statement to the extent that a statement contained
in a subsequently filed document incorporated herein by reference
modifies or supersedes such document. Any statement so modified
or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of the Registration Statement.
Item 6. Indemnification of Directors and Officers.
Section 102 of the General Corporation Law of Delaware
allows a corporation to include in its certificate of
incorporation a provision which limits directors' personal
liability to the corporation or its stockholders for monetary
damages from a breach of fiduciary duty as a director, with
certain exceptions. Article Sixth of the Company's Restated
Certificate of Incorporation, as amended, provides such
limitation to the fullest extent permitted by the General
Corporation Law of Delaware.
Section 145 of the General Corporation Law of Delaware
permits a corporation, subject to the standards set forth
therein, to indemnify any person in connection with any action,
suit or proceeding brought or threatened by reason of the fact
that such person is or was a director, officer, employee or agent
of the corporation or is or was serving as such with respect to
another corporation or entity at the request of the corporation.
Article Seventh of the Company's Restated Certificate of
Incorporation and Article VII of the Company's By-Laws provides
for full indemnification of its directors and officers to the
extent permitted by Section 145.
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The Company maintains a directors' and officers' liability
insurance policy with total annual limits of $5,000,000. Subject
to the limits, retentions, exceptions and other terms and
conditions of the policy, the Company's directors and officers
are insured against liability for any actual or alleged error,
misstatement, misleading statement, act or omission in the
discharge of their respective responsibilities to the Company
solely in their capacity as directors and officers of the
Company.
Item 8. Exhibits.
The following exhibits are filed herewith or incorporated
herein by reference:
4.1 Restated Certificate of Incorporation of the Company,
filed as Exhibit 3.1 to the Company's Registration
Statement on Form S-1, dated May 9, 1991 (Registration
No. 33-40467), and incorporated herein by reference.
4.2 Certificate of Amendment of Certificate of
Incorporation, filed as Exhibit 3.1 to the Company's
Report on Form 10-Q for the quarter ended May 31, 1995,
and incorporated herein by reference.
4.3 By-Laws of the Company, filed as Exhibit 3.2 to the
Company's Registration Statement on Form S-1 dated May
9, 1991 (Registration No. 33-40467), and incorporated
herein by reference.
4.4 Rights Agreement, dated September 21, 1992, by and
between the Company and Boatmen's Trust Company, filed
as Exhibit 1 to the Company's Registration Statement on
Form 8-A, filed September 24, 1992, and incorporated
herein by reference.
4.5 RehabCare Group, Inc. 1996 Long-Term Performance Plan,
filed as Appendix A to the Company's definitive Proxy
Statement for the 1996 Annual Meeting to Stockholders
held June 26, 1996, and incorporated herein by
reference.
5.1 Opinion of Thompson Coburn as to the legality of the
securities being registered.
23.1 Consent of KPMG Peat Marwick LLP.
23.2 Consent of Thompson Coburn (included in Exhibit 5.1).
25.1 Power of Attorney (set forth on signature page hereto).
Item 9. Undertakings.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers and 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;
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(ii) To reflect in the prospectus any facts or
events arising after the effective date of the
registration statement (or the most recent
post-effective amendment thereof), which,
individually or in the aggregate, represent a
fundamental change in the information set forth
in the registration statement;
(iii) To include any material information with
respect to the plan of distribution previously
disclosed in the registration statement or any
material change to such information in the
registration statement;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii)
do not apply if the registration statement is on Form S-3 or Form
S-8, and 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 the 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.
(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 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 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities
Exchange Act of 1934) 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.
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SIGNATURES
The Registrant. 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 County of St.
Louis, State of Missouri, on September 3, 1996.
REHABCARE GROUP, INC.
By /s/ James M. Usdan
James M. Usdan
President and Chief Executive Officer
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes
and appoints James M. Usdan and Alan C. Henderson, and each of
them (with full power to each of them to act alone), his true and
lawful attorneys-in-fact and agents for him and on his behalf and
in his name, place and stead, in any and all capacities to sign
any and all amendments (including post-effective amendments) to
this Registration Statement, and to file the same, with exhibits
and any and all other documents filed with respect thereto, with
the Securities and Exchange Commission (or any other governmental
or regulatory authority), granting unto said attorneys, and each
of them, full power and authority to do and to perform each and
every act and thing requisite and necessary to be done in and
about the premises in order to effectuate the same as fully to
all intents and purposes as he himself might or could do if
personally present, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, may lawfully do or
cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933,
this registration statement has been signed by the following
persons in the capacities and on the date indicated.
Signature Title Date
/s/ James M. Usdan President, Chief Executive September 3, 1996
James M. Usdan Officer and Director
(Principal Executive Officer)
/s/ Alan C. Henderson Executive Vice President, September 3, 1996
Alan C. Henderson Chief Financial Officer
and Secretary
(Principal Financial Officer)
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/s/ John R. Finkenkeller Senior Vice President and September 3, 1996
John R. Finkenkeller Treasurer
(Principal Accounting Officer)
/s/ William G. Anderson Director September 3, 1996
William G. Anderson
/s/ Richard E. Ragsdale Director August 26, 1996
Richard E. Ragsdale
/s/ John H. Short Director September 3, 1996
John H. Short, Ph.D.
/s/ Richard C. Stoddard Director August 28, 1996
Richard C. Stoddard
/s/ H. Edwin Trusheim Director September 3, 1996
H. Edwin Trusheim
/s/ Theodore M. Wight Director September 3, 1996
Theodore M. Wight
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EXHIBIT INDEX
Exhibit No. Page
4.1 Restated Certificate of Incorporation of the Company,
filed as Exhibit 3.1 to the Company's Registration
Statement on Form S-1, dated May 9, 1991 (Registration No.
33-40467), and incorporated herein by reference.
4.2 Certificate of Amendment of Certificate of Incorporation,
filed as Exhibit 3.1 to the Company's Report on Form 10-Q
for the quarter ended May 31, 1995, and incorporated
herein by reference.
4.3 By-Laws of the Company, filed as Exhibit 3.2 to the
Company's Registration Statement on Form S-1 dated May 9,
1991 (Registration No. 33-40467), and incorporated herein
by reference.
4.4 Rights Agreement, dated September 21, 1992, by and between
the Company and Boatmen's Trust Company, filed as Exhibit
1 to the Company's Registration Statement on Form 8-A,
filed September 24, 1992, and incorporated herein by
reference.
4.5 RehabCare Group, Inc. 1996 Long-Term Performance Plan,
filed as Appendix A to the Company's definitive Proxy
Statement for the 1996 Annual Meeting of Stockholders held
June 26, 1996, and incorporated herein by reference.
5.1 Opinion of Thompson Coburn as to the legality of the 8
securities being registered.
23.1 Consent of KPMG Peat Marwick LLP. 9
23.2 Consent of Thompson Coburn (included in Exhibit 5.1). 8
25.1 Power of Attorney (set forth on signature page hereto).
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[Letterhead of Thompson Coburn]
September 3, 1996
RehabCare Group, Inc.
7733 Forsyth Boulevard, Suite 1700
St. Louis, Missouri 63105
Re: Registration Statement on Form S-8 -- 700,000 Shares of
RehabCare Group, Inc.
Common Stock, $0.01 par value, and attached Preferred Share
Purchase Rights
Ladies and Gentlemen:
With reference to the Registration Statement on Form S-8 (the
"Registration Statement") to be filed by RehabCare Group, Inc., a
Delaware corporation (the "Company"), on September 3, 1996, with
the Securities and Exchange Commission pursuant to the Securities
Act of 1933, as amended, pertaining to the proposed issuance by
the Company of up to 700,000 shares of the Company's common
stock, $0.01 par value, and attached Preferred Share Purchase
Rights (the "Shares"), as provided in the RehabCare Group, Inc.
1996 Long-Term Performance Plan (the "Plan"), we have examined
such corporate records of the Company, such laws and such other
information as we have deemed relevant, including the Company's
Restated Certificate of Incorporation, By-Laws, as amended,
resolutions adopted by the Board of Directors relating to such
issuance, certificates received from state officials and
statements we have received from officers and representatives of
the Company. In delivering this opinion, we have assumed the
genuineness of all signatures, the authenticity of all documents
submitted to us as originals, the conformity to the originals of
all documents submitted to us as certified, photostatic or
conformed copies, the authenticity of originals of all such
latter documents, and the correctness of statements submitted to
us by officers and representatives of the Company.
Based solely on the foregoing, we are of the opinion that:
1. The Company is duly incorporated and is validly existing under
the laws of the State of Delaware; and
2. The Shares to be issued by the Company pursuant to the
Registration Statement have been duly authorized and, when
issued by the Company in accordance with the Plan, will be
duly and validly issued and will be fully paid and
nonassessable.
We consent to the filing of this opinion as an exhibit to the
Registration Statement. We further consent to the filing of
copies of this opinion with agencies of such states and other
jurisdictions as you deem necessary in the course of complying
with the laws of the states and jurisdictions regarding the sale
and issuance of the Shares in accordance with the Registration
Statement.
Very truly yours,
/s/ Thompson Coburn
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Independent Auditors' Consent
The Board of Directors
RehabCare Group, Inc.:
We consent to the incorporation by reference in the registration statement
(RehabCare Group, Inc. Long-Term Incentive Plan) on Form S-8 of RehabCare
Group, Inc. of our report dated April 4, 1996, relating to the consolidated
balance sheets of RehabCare Group, Inc. and subsidiary as of February 29, 1996
and February 28, 1995, and the related consolidated statements of earnings,
stockholders' equity, and cash flows for each of the years in the three-year
period ended February 29, 1996, which report appears in the February 29, 1996
annual report on Form 10-K of RehabCare Group, Inc.
/s/ KPMG Peat Marwick LLP
St. Louis, Missouri
August 29, 1996
