<PAGE> 1
AMENDMENT NO. 1
ON
FORM 10-K/A
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) of
the SECURITIES EXCHANGE ACT OF 1934
For the transition period from March 1, 1996 to December 31, 1996
Commission file number 0-19294
RehabCare Group, Inc.
(Exact name of Registrant as specified in its charter)
Delaware 51-0265872
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
7733 Forsyth Boulevard, 17th Floor, St. Louis, Missouri 63105
(Address of principal executive offices and zip code)
Registrant's telephone number, including area code (314) 863-7422
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, par value $.01 per share Preferred Stock Purchase Rights
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes x No
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of Registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. (x)
The aggregate market value of voting stock held by non-affiliates of
Registrant at March 12, 1997, was $88,880,985. At March 12, 1997, the Registrant
had 3,768,172 shares of Common Stock outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Part III of this Annual Report on Form 10-K incorporates by reference
information contained in the Registrant's Proxy Statement for its annual meeting
of stockholders to be held April 30, 1997.
<PAGE> 2
EXPLANATORY NOTE
The Registrant is filing this Amendment No. 1 on form 10-K/A to include as
Exhibit 27, the Financial Data Schedule not included in the original filing.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON
FORM 8-K
(a) The following documents are filed as part of this report:
(1) Financial Statements
None
(2) Financial Statement Schedules:
None
(3) Exhibits:
3.1 Restated Certificate of Incorporation (filed as Exhibit
3.1 to the Registrant's Registration Statement on Form
S-1, dated May 9, 1991 [Registration No. 33-40467] and
incorporated herein by reference)
3.2 Certificate of Amendment of Certificate of Incorporation
(filed as Exhibit 3.1 to the Registrant's Report on Form
10-Q for the quarter ended May 31, 1995 and incorporated
herein by reference)
3.3 Bylaws (filed as Exhibit 3.2 to the Registrant's
Registration Statement on Form S-1, dated May 9, 1991
[Registration No. 33-40467] and incorporated herein by
reference)
4.1 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)
10.1 1987 Incentive Stock Option and 1987 Nonstatutory Stock
Option Plans (filed as Exhibit 10.1 to the Registrant's
Registration Statement on Form S-1, dated May 9, 1991
[Registration No. 33-40467] and incorporated herein by
reference)
10.2 Form of Stock Option Agreement (filed as Exhibit 10.2 to
the Registrant's Registration Statement on Form S-1,
dated May 9, 1991 [Registration No. 33-40467] and
incorporated herein by reference)
10.3 Employment Agreement with James M. Usdan, dated May 1,
1991 (filed as Exhibit 10.3 to Amendment No. 1 to the
Registrant's Registration Statement on Form S-1, dated
June 19, 1991 [Registration No. 33-40467] and
incorporated herein by reference)
10.4 Employment Agreement with Alan C. Henderson, dated
May 1, 1991 (filed as Exhibit 10.4 to Amendment No. 1 to
the Registrant's Registration Statement on Form S-1,
dated June 19, 1991 [Registration No. 33-40467] and
incorporated herein by reference)
10.5 Employment Agreement with Richard C. Stoddard, dated
March 1, 1996 by and between Registrant, Healthcare
Staffing Solutions, Inc. d/b/a Health Tour, and Richard
C.Stoddard (filed as Exhibit 10.1 to the Registrant's
Current Report on Form 8-K, dated March 1, 1996 and
incorporated herein by reference)
<PAGE> 3
10.6 Form of Termination Compensation Agreement for James M.
Usdan and Alan C.Henderson (filed as Exhibit 10.6 to the
Registrant's Registration Statement on Form S-1,dated
February 18, 1993 [Registration No. 33-58490] and
incorporated herein by reference)
10.7 Form of Termination Compensation Agreement for other
executive officers (filed as Exhibit 10.7 to the
Registrant's Registration Statement on Form S-1, dated
February 18, 1993 [Registration No. 33-58490] and
incorporated herein by reference)
10.8 Supplemental Bonus Plan (filed as Exhibit 10.8 to the
Registrant's Registration Statement on Form S-1, dated
February 18, 1993 [Registration No. 33-58490] and
incorporated herein by reference)
10.9 Settlement Memorandum with CompCare, dated February 16,
1996 regarding the Tax Sharing Agreement with CompCare,
dated May 8, 1991(filed as Exhibit 10.9 to the
Registrant's Report on Form 10-K, dated May 3, 1996 and
incorporated herein by reference)
10.10 Settlement Agreement and Release dated December 1996 and
Settlement Agreement and Mutual Release dated September
17, 1996 with CompCare regarding the Tax Sharing
Agreement with CompCare dated May 8, 1991(filed as
Exhibit 10.1 to the Registrant's Report on Form 10-Q
dated January 14, 1997 and incorporated herein by
reference)
10.11 Deferred Profit Sharing Plan (filed as Exhibit 10.15 to
the Registrant's Registration Statement on Form S-1,
dated February 18, 1993 [Registration No. 33-58490] and
incorporated herein by reference)
10.12 RehabCare Executive Deferred Compensation Plan (filed as
Exhibit 10.12 to the Registrant's Report on Form 10-K,
dated May 27, 1994 and incorporated herein by reference)
10.13 RehabCare Directors' Stock Option Plan (filed as
Appendix A to Registrant's Proxy Statement for the 1994
Annual Meeting of Stockholders and incorporated herein
by reference)
10.14 RehabCare Group, Inc. 1996 Long-Term Performance Plan
(filed as Appendix A to the Registrant's Proxy Statement
for the 1996 Annual Meeting of Stockholders and
incorporated herein by reference)
10.15 Stock Purchase Agreement, dated February 8, 1996, by and
between Registrant and the Stockholders of Healthcare
Staffing Solutions, Inc. d/b/a Health Tour and joined in
by Healthcare Staffing Solutions, Inc. d/b/a Health Tour
(filed as Exhibit 2.1 to the Registrant's Current Report
on Form 8-K, dated March 1, 1996 and incorporated herein
by reference)
<PAGE> 4
10.16 Agreement and Plan of Merger dated February 8, 1996, by
and between Registrant, Healthcare Staffing Solutions,
Inc. d/b/a Health Tour, HCH, Inc. and the stockholders
of HCH, Inc. (filed as Exhibit 2.2 to the Registrant's
Current Report on Form 8-K, dated March 1, 1996 and
incorporated herein by reference)
10.17 Registration Rights Agreement, dated March 1, 1996, by
and between the Registrant and the stockholders of
Healthcare Staffing Solutions, Inc. (filed as Exhibit
2.3 to the Registrant's Current Report on Form 8-K,
dated March 1, 1996 and incorporated herein by
reference)
10.18 Form of Subordinated Convertible Promissory Note of
Registrant issued to stockholders of Healthcare Staffing
Solutions, Inc. d/b/a Health Tour (filed as Exhibit 2.4
to the Registrant's Current Report on Form 8-K, dated
March 1, 1996 and incorporated herein by reference)
10.19 Stock Purchase Agreement, dated January 27, 1997 by and
among Registrant and the stockholders of TeamRehab,
Inc., Moore Rehabilitation Services, Incorporated and
Moore Rehabilitation Services, PC.*
10.20 Form of Subordinated Promissory Note of Registrant
issued to the stockholders of TeamRehab, Inc., Moore
Rehabilitation Services, Incorporated and Moore
Rehabilitation Services, PC.*
11.1 Computation of Per Share Earnings*
13.1 Those portions of the Annual Report for the ten months
ended December 31, 1996 of the Registrant included in
response to Items 5 and 6 of Form 10-K*
21.1 Subsidiaries of the Registrant*
24.1 Consent of KPMG Peat Marwick LLP*
27 Financial Data Schedule**
* Previously filed
** Filed herewith
<PAGE> 5
SIGNATURES
Pursuant to the requirements of Section 13 of the Securities Exchange Act
of 1934, the Registrant has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.
Dated: May 12, 1997
REHABCARE GROUP, INC.
(Registrant)
By: /s/John R. Finkenkeller
John R. Finkenkeller
Senior Vice President and Treasurer
<PAGE> 6
EXHIBIT INDEX
Exhibit Page
Number Description Number
3.1 Restated Certificate of Incorporation (filed as Exhibit 3.1 to the
Registrant's Registration Statement on Form S-1, dated May 9, 1991
[Registration No. 33-40467] and incorporated herein by reference)
3.2 Certificate of Amendment of Certificate of Incorporation (filed
as Exhibit 3.1 to the Registrant's Report on Form 10-Q for the
quarter ended May 31, 1995 and incorporated herein by reference)
3.3 Bylaws (filed as Exhibit 3.2 to the Registrant's Registration
Statement on Form S-1, dated May 9, 1991 [Registration No.
33-40467] and incorporated herein by reference)
4.1 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)
10.1 1987 Incentive Stock Option and 1987 Nonstatutory Stock Option
Plans (filed as Exhibit 10.1 to the Registrant's Registration
Statement on Form S-1, dated May 9, 1991[Registration No.
33-40467] and incorporated herein by reference)
10.2 Form of Stock Option Agreement (filed as Exhibit 10.2 to the
Registrant's Registration Statement on Form S-1, dated May 9,
1991 [Registration No. 33-40467] and incorporated herein by
reference)
10.3 Employment Agreement with James M. Usdan, dated May 1, 1991
(filed as Exhibit 10.3 to Amendment No. 1 to the Registrant's
Registration Statement on Form S-1, dated June 19, 1991
[Registration No. 33-40467] and incorporated herein by reference)
10.4 Employment Agreement with Alan C. Henderson, dated May 1, 1991
(filed as Exhibit 10.4 to Amendment No. 1 to the Registrant's
Registration Statement on Form S-1, dated June 19, 1991
[Registration No. 33-40467] and incorporated herein by reference)
10.5 Employment Agreement with Richard C. Stoddard, dated March 1, 1996
by and between Registrant, Healthcare Staffing Solutions, Inc.
d/b/a Health Tour, and Richard C. Stoddard (filed as Exhibit 10.1
to the Registrant's Current Report on Form 8-K, dated March 1,1996
and incorporated herein by reference)
10.6 Form of Termination Compensation Agreement for James M. Usdan and
Alan C. Henderson (filed as Exhibit 10.6 to the Registrant's
Registration Statement on Form S-1, dated February 18, 1993
[Registration No. 33-58490] and incorporated herein by reference)
10.7 Form of Termination Compensation Agreement for other executive
officers (filed as Exhibit 10.7 to the Registrant's Registration
Statement on Form S-1, dated February 18, 1993 [Registration No.
33-58490] and incorporated herein by reference)
10.8 Supplemental Bonus Plan (filed as Exhibit 10.8 to the Registrant's
Registration Statement on Form S-1, dated February 18, 1993
[Registration No. 33-58490] and incorporated herein by reference)
<PAGE> 7
10.9 Settlement Memorandum with CompCare, dated February 16, 1996
regarding the Tax Sharing Agreement with CompCare, dated May 8,
1991(filed as Exhibit 10.9 to the Registrant's Report on Form
10-K, dated May 3, 1996 and incorporated herein by reference)
10.10 Settlement Agreement and Release dated December 1996 and
Settlement Agreement and Mutual Release dated September 17, 1996
with CompCare regarding the Tax Sharing Agreement with CompCare
dated May 8, 1991(filed as Exhibit 10.1 to the Registrant's Report
on Form 10-Q dated January 14, 1997 and incorporated herein by
reference)
10.11 Deferred Profit Sharing Plan (filed as Exhibit 10.15 to the
Registrant's Registration Statement on Form S-1, dated February
18, 1993 [Registration No. 33-58490] and incorporated herein by
reference)
10.12 RehabCare Executive Deferred Compensation Plan (filed as Exhibit
10.12 to the Registrant's Report on Form 10-K, dated May 27, 1994
and incorporated herein by reference)
10.13 RehabCare Directors' Stock Option Plan (filed as Appendix A to
Registrant's Proxy Statement for the 1994 Annual Meeting of
Stockholders and incorporated herein by reference)
10.14 RehabCare Group, Inc. 1996 Long-Term Performance Plan (filed as
Appendix A to the Registrant's Proxy Statement for the 1996 Annual
Meeting of Stockholders and incorporated herein by reference)
10.15 Stock Purchase Agreement, dated February 8, 1996, by and between
Registrant and the Stockholders of Healthcare Staffing Solutions,
Inc. d/b/a Health Tour and joined in by Healthcare Staffing
Solutions, Inc. d/b/a Health Tour (filed as Exhibit 2.1 to the
Registrant's Current Report on Form 8-K, dated March 1, 1996 and
incorporated herein by reference)
10.16 Agreement and Plan of Merger dated February 8, 1996, by and
between Registrant, Healthcare Staffing Solutions, Inc. d/b/a
Health Tour, HCH, Inc. and the stockholders of HCH, Inc. (filed as
Exhibit 2.2 to the Registrant's Current Report on Form 8-K, dated
March 1, 1996 and incorporated herein by reference)
10.17 Registration Rights Agreement, dated March 1, 1996, by and between
the Registrant and the stockholders of Healthcare Staffing
Solutions, Inc. (filed as Exhibit 2.3 to the Registrant's Current
Report on Form 8-K, dated March 1, 1996 and incorporated herein by
reference)
10.18 Form of Subordinated Convertible Promissory Note of Registrant
issued to stockholders of Healthcare Staffing Solutions, Inc.
d/b/a Health Tour (filed as Exhibit 2.4 to the Registrant's
Current Report on Form 8-K, dated March 1, 1996 and incorporated
herein by reference)
10.19 Stock Purchase Agreement, dated January 27, 1997 by and among
Registrant and the stockholders of TeamRehab, Inc., Moore
Rehabilitation Services, Incorporated and Moore Rehabilitation
Services, PC.* Page 39
10.20 Form of Subordinated Promissory Note of Registrant issued to the
stockholders of Team Rehab, Inc., Moore Rehabilitation Services,
Incorporated and Moore Rehabilitation Services, PC.* Page 87
11.1 Computation of Per Share Earnings* Page 92
<PAGE> 8
13.1 Those portions of the Annual Report for the ten months ended
December 31, 1996 of the Registrant included in response to Items
5 and 6 of Form 10-K* Page 93
21.1 Subsidiaries of the Registrant* Page 97
24.1 Consent of KPMG Peat Marwick LLP* Page 98
27 Financial Data Schedule**
* Previously filed
** Filed herewith
<PAGE> 9
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