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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 7, 1999
REGISTRATION NO. 333-
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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 its charter)
<TABLE>
<S> <C> <C>
DELAWARE 7733 FORSYTH BLVD., 18TH FLOOR 51-0265872
(State or other jurisdiction of ST. LOUIS, MISSOURI 63105 (I.R.S. Employer
incorporation or organization) (314) 863-7422 Identification No.)
(Address of Principal Executive Offices)
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REHABCARE GROUP, INC.
1999 NON-EMPLOYEE DIRECTOR STOCK PLAN
(Full title of the plan)
JOHN R. FINKENKELLER
SENIOR VICE PRESIDENT, CHIEF FINANCIAL OFFICER AND SECRETARY
REHABCARE GROUP, INC.
7733 FORSYTH BLVD., 18TH FLOOR
ST. LOUIS, MISSOURI 63105
(314) 863-7422
(Name, address and telephone number,
including area code, of agent for service)
COPY TO:
ROBERT M. LAROSE, ESQ.
THOMPSON COBURN LLP
ONE MERCANTILE CENTER, SUITE 3400
ST. LOUIS, MISSOURI 63101
TELEPHONE: (314) 552-6000
FACSIMILE: (314) 552-7000
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CALCULATION OF REGISTRATION FEE
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<CAPTION>
TITLE OF AMOUNT TO BE PROPOSED PROPOSED MAXIMUM AMOUNT OF
SECURITIES TO BE REGISTERED REGISTERED MAXIMUM OFFERING AGGREGATE OFFERING REGISTRATION FEE
PRICE PER SHARE<F2> PRICE<F2>
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<S> <C> <C> <C> <C>
Common Stock, $.01 par value<F1> 100,000 $20.625 $2,062,500 $573.375
=============================================================================================================================
<FN>
<F1> Includes one attached Preferred Stock Purchase Right per share.
<F2> The proposed maximum aggregate offering price has been estimated
solely for the purposes of computing the Registration Fee pursuant
to the provisions of Rule 457(c) and is based upon a price of
$20.625 per share, being the average of the high and low
transaction prices of the Company's Common Stock per share as
reported on the New York Stock Exchange on August 30, 1999.
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REHABCARE GROUP, INC.
1999 NON-EMPLOYEE DIRECTOR STOCK PLAN
Item 3. Incorporation of Certain Documents by Reference.
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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 December 31, 1998.
(ii) The Company's Quarterly Reports on Form 10-Q for the
quarters ended March 31, 1999 and June 30, 1999.
(iii) 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, as amended (the
"1934 Act").
(iv) 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 from monetary damages for 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
the Company, 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 Company or is or was serving as such
with respect to another corporation or entity at the request of the
Company. ARTICLE SEVENTH of the Company's Restated Certificate of
Incorporation and ARTICLE VII of the Company's Bylaws 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 $10,000,000. 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.
--------
See Exhibit Index located at page 6 hereof.
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;
(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
- 2 -
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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 City of Clayton,
State of Missouri, on September 1, 1999.
REHABCARE GROUP, INC.
By /s/ John R. Finkenkeller
--------------------------------------------
John R. Finkenkeller, Senior Vice President,
Chief Financial Officer and Secretary
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes
and appoints Alan C. Henderson and John R. Finkenkeller, 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.
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<CAPTION>
Signature Title Date
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<S> <C> <C>
/s/ Alan C. Henderson President, Chief Executive Officer September 1, 1999
- ------------------------------ and Director
Alan C. Henderson
Principal Executive Officer
/s/ John R. Finkeller Senior Vice President, September 1, 1999
- ------------------------------ Chief Financial Officer and Secretary
John R. Finkenkeller
Principal Financial and
Accounting Officer
/s/ William G. Anderson Director September 1, 1999
- ------------------------------
William G. Anderson
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/s/ Richard E. Ragsdale Director September 1, 1999
- ------------------------------
Richard E. Ragsdale
/s/ John H. Short Director September 1, 1999
- ------------------------------
John H. Short, Ph.D.
/s/ H. Edwin Trusheim Director September 1, 1999
- ------------------------------
H. Edwin Trusheim
/s/ Theodore M. Wight Director September 1, 1999
- ------------------------------
Theodore M. Wight
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EXHIBIT INDEX
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Exhibit
Number Description
- ------ -----------
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 Registrant's Quarterly 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. 1999 Non-Employee Director Stock Plan,
filed as Appendix B to the Company's definitive Proxy
Statement for the 1999 Annual Meeting of Stockholders held
April 30, 1999, and incorporated herein by reference.
5.1 Opinion of Thompson Coburn LLP, as to the legality of the
securities being registered.
23.1 Consent of KPMG LLP.
25.1 Power of Attorney (included on the signature pages to this
Registration Statement).
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[EXHIBIT 5.1]
[LETTERHEAD OF THOMPSON COBURN LLP]
September 7, 1999
RehabCare Group, Inc.
7733 Forsyth Blvd., 18th Floor
St. Louis, Missouri 63105
Re: Registration Statement on Form S-8 -- 100,000 Shares of RehabCare
Group, Inc. Common Stock, $.01 par value
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Ladies and Gentlemen:
With reference to the Registration Statement on Form S-8 (the
"Registration Statement") to be filed with the Securities and Exchange
Commission pursuant to the Securities Act of 1933, as amended, on
September 7, 1999, by RehabCare Group, Inc., a Delaware corporation (the
"Company"), pertaining to the proposed issuance by the Company of up to
100,000 shares of the Company's common stock, $.01 par value (the
"Shares"), as provided in the RehabCare Group, Inc. 1999 Non-Employee
Director Stock 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, as amended, By-Laws, and 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 LLP
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[EXHIBIT 23.1]
INDEPENDENT AUDITORS' CONSENT
The Board of Directors
RehabCare Group, Inc.:
We consent to the incorporation by reference in this Registration
Statement of RehabCare Group, Inc. (the "Company") on Form S-8 of our
report dated February 5, 1999, appearing in the Annual Report on Form
10-K of RehabCare Group, Inc. for the year ended December 31, 1998.
/s/ KPMG LLP
St. Louis, Missouri
September 1, 1999
