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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 7, 1999
REGISTRATION NO. 333-11311
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
_____________________________________________
AMENDMENT NO. 1
TO 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.
AMENDED AND RESTATED
1996 LONG-TERM PERFORMANCE PLAN
(Full title of the plan)
JOHN R. FINKENKELLER
SENIOR VICE PRESIDENT, CHIEF FINANCIAL OFFICER, TREASURER 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>
- ------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $.01 par value<F1> 1,000,000 $20.625 $20,625,000 $5,733.75
==============================================================================================================================
<FN>
<F1> Includes one attached Preferred Stock Purchase Right per share.
<F2> The Registrant previously paid $3,982.75 on September 3, 1996 in
connection with the filing by Registrant of a Registration Statement
on Form S-8 (File No. 333-11311) to register 700,000 (1,050,000
following a three-for-two stock split) shares of RehabCare Group,
Inc. common stock to be issued pursuant to the RehabCare Group, Inc.
1996 Long-Term Performance Plan. This filing is solely to register
1,000,000 additional shares which may be issued pursuant to the
RehabCare Group, Inc. Amended and Restated 1996 Long-Term
Performance Plan. 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.
AMENDED AND RESTATED
1996 LONG-TERM PERFORMANCE PLAN
EXPLANATORY NOTE
----------------
This Amendment No. 1 to Registration Statement on Form S-8 is
being filed by RehabCare Group, Inc., a Delaware corporation (the
"Company"), in connection with the registration of an additional
1,000,000 shares of the Company's common stock, $.01 par value per
share, to be issued pursuant to the RehabCare Group, Inc. Amended and
Restated 1996 Long-Term Performance Plan. The contents of the
Registration Statement on Form S-8 (File No. 333-11311), filed by the
Company with the Securities and Exchange Commission on September 3,
1996, are incorporated herein by reference.
Item 8. Exhibits.
--------
See Exhibit Index located at page 4 hereof.
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SIGNATURES
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 Amendment No. 1 to Registration Statement (File No. 333-11311) 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 any of them
(with full power to each of them to act alone) the true and lawful
attorneys-in fact and agent of the undersigned, with full power of
substitution and resubstitution, for and in the name, place and stead of
the undersigned, in any and all capacities, to sign any and all
amendments (including post-effective amendments) to this Amendment No. 1
to Registration Statement, including any filings pursuant to Rule 462(b)
under the Securities Act of 1933, as amended, and to file the same, with
all exhibits thereto, and other documents in connection therewith, with
the Securities and Exchange Commission (or any other government or
regulatory authority), and hereby grants to such attorneys-in-fact and
agents, and each of them, full power and authority to do and perform
each and every act and thing requisite and necessary to be done, as
fully to all intents and purposes as the undersigned might or could do
in person, hereby ratifying and confirming all that said attorneys-in-
fact and agents, or any of them, or their or his substitute, or
substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, the
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
--------- ----- ----
<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, Chief Financial September 1, 1999
- ------------------------------ Officer and Secretary
John R. Finkenkeller
(Principal Financial and
Accounting Officer)
/s/ William G. Anderson Director September 1, 1999
- ------------------------------
William G. Anderson
- 2 -
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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
</TABLE>
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EXHIBIT INDEX
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Exhibit
Number Description
- ------ -----------
4.1 RehabCare Group, Inc. Amended and Restated 1996 Long-Term
Performance Plan, filed as Appendix A 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 Thompson Coburn LLP (included in Exhibit 5.1).
23.2 Consent of KPMG LLP.
24 Power of Attorney (included on the signature pages to this
Registration Statement).
- 4 -
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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: Amendment No. 1 to Registration Statement on Form S-8 (Reg. No.
333-11311) -- 1,000,000 Shares of RehabCare Group, Inc. Common
Stock, $.01 par value
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Ladies and Gentlemen:
With reference to the Amendment No. 1 (the "Amendment") to Registration
Statement on Form S-8 (Reg. No. 333-11311) 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 1,000,000 shares of the Company's
common stock, $.01 par value (the "Shares"), as provided in the
RehabCare Group, Inc. Amended and Restated 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,
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 Amendment
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 Amendment.
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
Amendment.
Very truly yours,
/s/ Thompson Coburn LLP
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[EXHIBIT 23.2]
INDEPENDENT AUDITORS' CONSENT
The Board of Directors
RehabCare Group, Inc.:
We consent to the incorporation by reference in this Amendment No. 1 to
Registration Statement No. 333-11311 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
