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As filed with the Securities and Exchange Commission on December 15, 1998.
Registration No. 333-________
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
__________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
_________
FIRST HEALTH GROUP CORP.
(Exact name of registrant as specified in its charter)
DELAWARE 36-3307583
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
3200 HIGHLAND AVENUE, DOWNERS GROVE, ILLINOIS 60515
(Address of principal executive offices) (Zip Code)
FIRST HEALTH GROUP CORP. 1998 DIRECTORS' STOCK OPTION PLAN
(Full title of the plan)
WILLIAM M. HOLZMAN, ESQ.
NEAL, GERBER & EISENBERG
2 NORTH LASALLE STREET
CHICAGO, ILLINOIS 60602
(Name and address of agent for service)
(312) 269-8000
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
================================================================================
Proposed
Maximum Amount of
Title of Securities Aggregate Registration
To be Registered Offering Price Fee (1)
- --------------------------------------------------------------------------------
Common Stock,
par value $.01
per share $ 3,100,000.00 $862.00
================================================================================
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rules 457(c) and 457(h) promulgated pursuant to the Securities
Act of 1933, as amended, on the basis of the average of the high and low
prices of the Company's Common Stock as reported by NASDAQ National Market
System on December 14, 1998.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents are incorporated in this Registration Statement by
reference:
1. The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1997, as amended by Form 10-K/A as filed June 5, 1998.
2. The Company's Quarterly Reports on Form 10-Q for the quarters ended
March 31, 1998, June 30, 1998 and September 30, 1998.
3. The description of the Company's Common Stock set forth under the
caption "Description of Registrant's Securities to be Registered" in
the Company's Registration Statement on Form 8-A (No. 0-15846) filed
under the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), and any reports or amendments to the foregoing filed with the
Securities and Exchange Commission for the purpose of updating such
description.
4. All documents filed by the Company pursuant to Sections 13, 14 or
15(d) of the Exchange Act subsequent to the date of this Registration
Statement and before the Company files a post-effective amendment
hereto which indicates that all shares of Common Stock being offered
pursuant to this Registration Statement have been sold or which
deregisters all shares of Common Stock then remaining unsold.
ITEM 4. DESCRIPTION OF SECURITIES
Not Applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Burton W. Kanter, a director of the Company and a member of the Audit
Committee, is of counsel to the law firm of Neal, Gerber & Eisenberg, which firm
performs legal services for the Company on a regular basis. Mr. Kanter holds
options to purchase an aggregate of 72,000 shares of Common Stock pursuant to
the 1991 Directors' Stock Option Plan, including 10,000 shares at an exercise
price of $8.6250 per share, 8,000 shares at an exercise price of $13.3125 per
share, 8,000 shares at an exercise price of $7.3750 per share,
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8,000 shares at an exercise price of $9.6875 per share, 8,000 shares at an
exercise price of $6.2500 per share, 10,000 shares at an exercise price of
$23.5625 per share, 10,000 shares at an exercise price of $22.6875 per share and
10,000 shares at an exercise price of $29.5625 per share and an option to
purchase 400 shares of Common Stock at an exercise price of $29.5625 per share,
which option was granted pursuant to the 1998 Directors' Stock Option Plan.
Additionally, William M. Holzman, a partner of Neal, Gerber & Eisenberg, is an
Assistant Secretary of the Company. Furthermore, certain partners of and
attorneys associated with Neal, Gerber & Eisenberg own shares of Common Stock.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145 of the Delaware General Corporation Law empowers the Company to
indemnify officers and directors in certain instances. Article Seventh, Section
2 of the Restated Certificate of Incorporation of the Company provides as
follows: "The directors, as well as the officers, employees and agents of the
Company shall be indemnified by the Company to the fullest extent permitted by
the Delaware General Corporation Law as the same exists or may hereafter be
amended." As a consequence, directors of the Company will be insulated for
liability for monetary damages for breach of fiduciary duty as a director,
including monetary liabilities for negligent or grossly negligent business
decisions, except for liability (i) for any breach of the director's duty of
loyalty to the Company or its stockholders, (ii) for acts or omissions not in
good faith or which involve intentional misconduct or a knowing violation of
law, (iii) for the payment of unlawful dividends or unlawful stock repurchases
or redemptions, or (iv) for transactions in which the director received an
improper personal benefit. The exculpation provided with respect to liability
by the foregoing is effective for actions taken after April 16, 1987.
The By-laws of the Company contain provisions whereby the Company will
indemnify its directors, officers, employees and agents against liabilities
incurred in connection with, and related expenses resulting from, any claim,
action or suit brought against such persons as a result of their relationship
with the Company's, provided that it is determined that such persons acted in
accordance with a stated standard of conduct in connection with the acts or
events upon which such claim, action or suit is based. Such determination will
be made either by a quorum of disinterested directors, if available, or by
independent legal counsel in a written opinion, or by the vote of the Company's
stockholders. The finding of either criminal or civil liability on the part of
such persons in connection with such acts or events is not necessarily
determinative of the question of whether such persons have met the required
standard of conduct and are, accordingly, entitled to be indemnified.
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The Company has purchased for the benefit of its officers and directors an
insurance policy, whereby the insurance company agrees, among other things, to
make payment to the Company in the event any such officer or director becomes
legally obligated to make a payment in connection with an alleged wrongful act.
Wrongful acts means any breach of duty, neglect, error, misstatement, misleading
statement, omission or other act done or wrongfully attempted by an officer or
director of the Company.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not Applicable.
ITEM 8. EXHIBITS
Exhibit
Number Description of Document Page No.
- -------- ----------------------- --------
4 1998 Directors' Stock Option
Plan................................
5 Opinion of Neal, Gerber &
Eisenberg...........................
23.1 Consent of Deloitte & Touche LLP....
23.2 Consent of Neal, Gerber &
Eisenberg (included in Exhibit 5
to this Registration Statement)
24 Powers of Attorney..................
ITEM 9. UNDERTAKINGS
The undersigned hereby undertakes:
1. To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement 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.
2. That, for the purpose of determining any liability under the
Securities Act of 1933, as amended (the "Act"), each post-effective
amendment to this Registration Statement shall be deemed to be a new
registration statement relating to the securities offered therein, and
the
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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.
4. That, for purposes of determining any liability under the Act, each
filing of the Company's annual report pursuant to Sections 13(a) or
15(d) of the Exchange Act that is incorporated by reference in this
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.
5. To deliver or cause to be delivered with the prospectus, to each
employee to whom the prospectus is sent or given, a copy of the
Company's annual report to stockholders for its last fiscal year,
unless such employee has otherwise received a copy of such report, in
which case the Company shall state in the prospectus that it will
promptly furnish, without charge, a copy of such report on the written
request of the employee. If the last fiscal year of the Company has
ended within 120 days prior to the use of the prospectus, the annual
report of the Company for the preceding fiscal year may be so
delivered, but within such 120-day period the annual report for the
last fiscal year will be furnished to each such employee.
6. To transmit or cause to be transmitted to all employees participating
in the plan who do not otherwise receive such material as stockholders
of the Company, at the time and in the manner as such material is sent
to its stockholders, copies of all reports, proxy statements and other
communications distributed to its stockholders generally.
Insofar as indemnification for liabilities arising under the Act may be
permitted to directors, officers or persons controlling the Company pursuant to
the Delaware General Corporation Law, the Restated Certificate of Incorporation
of the Company, the By-laws of the Company or otherwise, the Company 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 Company of expenses incurred or
paid by a director, officer or controlling person of the Company 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 Company will, unless in the opinion of its counsel
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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.
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 Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Downers Grove, State of Illinois, on the 15th day of
December, 1998.
FIRST HEALTH GROUP CORP., a Delaware
corporation
By: /s/ Joseph E. Whitters
------------------------------------
Joseph E. Whitters, Vice
President, Finance and Chief
Financial Officer
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Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on the 15th of December, 1998.
Signature Title
--------- -----
/s/ Thomas J. Pritzker* Chairman of the Board and
- ---------------------------------- Director
Thomas J. Pritzker
/s/ James C. Smith President, Chief Executive Officer
- ---------------------------------- and Director (Principal Executive
James C. Smith Officer)
/s/ Ronald H. Galowich* Secretary and Director
- ----------------------------------
Ronald H. Galowich
/s/ Joseph E. Whitters Vice President, Finance and Chief
- ---------------------------------- Financial Officer (Principal
Joseph E. Whitters Accounting and Principal Financial
Officer)
/s/ Daniel S. Brunner* Executive Vice President and
- ---------------------------------- Director
Daniel S. Brunner
/s/ Michael J. Boskin*
- ---------------------------------- Director
Michael J. Boskin, Ph.D.
/s/
- ---------------------------------- Director
Robert S. Colman
/s/ Harold S. Handelsman*
- ---------------------------------- Director
Harold S. Handelsman
/s/ Burton W. Kanter*
- ---------------------------------- Director
Burton W. Kanter
/s/ Don Logan*
- ---------------------------------- Director
Don Logan
/s/ David E. Simon*
- ---------------------------------- Director
David E. Simon
*By: /s/ Joseph E. Whitters
-----------------------------
Joseph E. Whitters,
Attorney-in-fact
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EXHIBIT 4
---------
FIRST HEALTH GROUP CORP.
1998 DIRECTORS' STOCK OPTION PLAN
1. PURPOSE. The purpose of this Plan is to aid First Health Group Corp.
(the "Corporation"), in securing individuals to serve on its Board of Directors,
and to provide financial incentives to such directors to exert their best
efforts on behalf of the Corporation.
2. ADMINISTRATION.
(a) A Stock Option Committee (the "Committee") of two or more persons
shall be appointed by the Board of Directors from time to time to serve at the
pleasure of the Board of Directors with full power and authority, subject to
such orders or resolutions not inconsistent with the provisions of this Plan as
may from time to time be issued or adopted by the Board of Directors, to
interpret the provisions and supervise the administration of this Plan. Each
member of the Committee shall be a "Non-Employee Director" as determined under
Rule 16b-3(b)(3)(i) of the Securities Exchange Act of 1934, as amended.
(b) In accordance with the provisions of this Plan and subject to Board
approval, the Committee shall administer this Plan in accordance with the
criteria set forth herein in a manner consistent with Rule 16b-3(d), or any
successor rule hereafter promulgated under the Securities Exchange Act of 1934,
as amended. Subject to the express provisions of this Plan, the Committee shall
have authority to adopt administrative regulations and procedures which are
consistent with the terms of this Plan; to adopt and amend option agreements as
they deem advisable; to determine, upon Board approval, the terms and provisions
of such option agreements (except with respect to the number of shares covered
by an option granted to an optionee, the date of grant, the option period and
the option price); and, subject to the provisions hereof, to construe and
interpret such option agreements; to impose such limitations and restrictions as
are deemed necessary or advisable by counsel for the Corporation so that
compliance with the Federal securities and tax laws and with the securities laws
of the various states may be assured; and to make all other determinations
necessary or advisable for administering this Plan. The Committee may designate
any officers or employees of the Corporation to assist the Committee in the
administration of this Plan and to execute documents on its behalf, and the
Committee may delegate to them such other ministerial and limited discretionary
duties as it sees fit. All determinations and selections made by the Committee
shall be by the affirmative vote of a majority of its members, but any
determination reduced to writing and signed by a majority of the members shall
be fully as effective as if it had been made by a majority vote at a meeting
duly called and held.
(c) Each option shall be evidenced by a written instrument duly executed
by the Corporation and optionee which shall contain such terms and conditions
not inconsistent with this Plan as the
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Committee, with the approval of counsel for the Corporation, shall determine;
provided, however, that such terms need not be identical as between any two
agreements.
(d) All decisions made by the Board of Directors pursuant to the
provisions of this Plan and all determinations and selections made by the
Committee pursuant to such provisions and related orders or resolutions of the
Board of Directors shall be final and conclusive.
3. ELIGIBILITY AND PARTICIPATION. The group of persons eligible to
receive options shall consist of the Chairman of the Board of the Corporation
and members of the Board of Directors of the Corporation who are not also
employees or officers of the Corporation.
4. SHARES SUBJECT TO THE PLAN. The stock subject to the Plan shall be
shares of the Corporation's authorized common stock, $.01 par value per share
(the "Common Stock"), and may be authorized but unissued shares or treasury
shares, as the Board of Directors may from time to time determine in its sole
discretion. Subject to adjustment as provided in paragraph 11 hereof, the
aggregate number of shares of Common Stock to be delivered upon exercise of all
options granted pursuant hereto shall not exceed 100,000. If an option expires
or terminates for any reason during the term of the Plan and prior to the
exercise thereof in full, the shares subject to, but not delivered under, such
option shall, except as hereinafter provided, be available for options
thereafter granted.
5. GRANT OF OPTIONS.
(a) The Chairman of the Board and each director who is not also an
employee or officer of the Corporation shall, each year on the date of the Board
meeting immediately following the Annual Meeting of Stockholders of the
Corporation (the "Grant Date"), be granted an option to purchase 4,000 shares of
Common Stock. In addition to the foregoing, each year on the Grant Date (i) the
Chairman of the Board shall be granted an option to purchase an additional
10,000 shares of Common Stock, (ii) the Chairman of the Audit Committee, the
Compensation Committee and the Committee on Directors Affairs shall each be
granted an option to purchase an additional 1,000 shares of Common Stock.
(b) The Committee is authorized to grant options to purchase a number of
shares of Common Stock determined by the Committee on a discretionary basis to
non-employee directors upon their election to the Board.
(c) Notice of the grant of options under this Plan shall be given to each
optionee to whom an option is so granted within a reasonable time after the date
of such grant.
6. OPTIONS TO BE GRANTED. Options granted under this Plan are intended
to be "nonstatutory options" and are not intended to
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be "incentive stock options" under Section 422 of the Internal Revenue Code of
1986, as amended (the "Code").
7. OPTION PRICE; FAIR MARKET VALUE. Options granted hereunder shall have
a per share exercise price of 100% of the "fair market value" of a share of
Common Stock on (i) the Grant Date in the case of options granted under Section
5(a) or (ii) the date of grant in the case of options granted under Section
5(b).
For purposes of this Plan, "fair market value" of a share of Common Stock
shall mean: (i) if the Common Stock is traded on a national stock exchange on
the Grant Date of such option, fair market value shall be the closing price
reported by the applicable composite transactions report on such day, or if the
Common Stock is not traded on such date, the mean between the closing
bid-and-asked prices thereof on such exchange; (ii) if the Common Stock is
traded over-the-counter and is classified as a national market issue on the
Grant Date of such option, fair market value shall be the last reported
transaction price quoted by the NASDAQ on that day; (iii) if the Common Stock is
traded over-the-counter and is not classified as a national market issue on the
Grant Date of such option, fair market value shall be the mean between the last
representative bid-and-asked prices quoted by the NASDAQ on that day; or (iv) if
none of the foregoing provisions is applicable, fair market value shall be
determined by the Committee in good faith on such basis as it deems appropriate.
In all cases, the determination of fair market value shall be binding and
conclusive on all persons.
8. TERM AND EXERCISE OF OPTIONS.
(a) Options shall be exercisable in such installments and at such times as
may be fixed by the Committee at the time of grant, but no option shall be
exercisable after the expiration of ten years from the date of grant of such
option; provided, however, that by a resolution adopted after an option is
granted, the Committee may, subject to Board approval, accelerate the time at
which such option or any portion thereof may be exercised.
Unless otherwise provided in the option agreement, an option granted under
this Plan may be exercised in whole or in part; provided, however, that the
Corporation shall not be required to issue fractional shares.
(b) No option shall be granted hereunder and no option granted hereunder
shall be exercisable, unless, at the time of any grant or exercise of an option,
such grant or exercise is in full compliance with all Federal and state
securities laws. Upon the exercise of an option, the optionee shall be required
to make payment in full to the Corporation of the exercise price therefor (and
any required tax withholding payment) (i) in cash or cash equivalent payment,
and/or (ii) with previously acquired shares of Common Stock or a combination of
cash or cash equivalent and shares of Common Stock having an aggregate fair
market value equal to the purchase price (and any required tax withholding
payment). As a
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condition to the exercise of an option, the Corporation may require the person
exercising such option to represent and warrant at the time of any such exercise
that the shares of Common Stock are being purchased for investment purposes only
and without any present intention to sell or distribute such shares of Common
Stock. Purchase of the shares of Common Stock shall be accompanied by a written
request for the shares of Common Stock purchased with such payment and written
request to be made to the Secretary of the Corporation. No holder of any
option, or such holder's legal representative, legatee, or distributee shall be
or be deemed to be a holder of any shares of Common Stock subject to such option
unless and until such person has received a certificate or certificates
therefor. If, on the date on which any option granted hereunder is exercised, a
registration statement relating to the shares of Common Stock issuable pursuant
to this Plan is not in effect, the certificate evidencing shares of Common Stock
acquired upon exercise of such option shall contain upon its face, or on the
reverse thereof, the following legend:
"These shares have not been registered under the Securities Act of
1933, as amended, or under any applicable state law. They may not be
offered for sale, sold, transferred, or pledged without (1) registration
under the Securities Act of 1933, as amended, and any applicable state
law, or (2) an opinion (satisfactory to the corporation) that registration
is not required."
(c) The proceeds received by the Corporation from the sale of shares of
Common Stock subject to an option are to be added to the general funds of the
Corporation and used for general business purposes as the Board of Directors
shall, in its sole discretion, determine.
9. TRANSFERABILITY OF OPTIONS. Options granted under this Plan may not
be transferred except (a) by will, (b) pursuant to the laws of descent and
distribution, (c) pursuant to a domestic relations order (as defined in the
Code) or (d) if permitted by an optionee's option agreement, to members of the
immediate family of such optionee or certain trusts for the benefit of such
optionee or partnerships in which such optionee's family are the only partners,
and are exercisable, during the lifetime of the optionee, only by the optionee.
10. DEATH, DISABILITY, RETIREMENT OR TERMINATION OF DIRECTORSHIP. Any
option, the exercise period of which has not theretofore expired, shall
terminate at the time of an optionee's death, the optionee's disability or the
termination of an optionee's service as a director of the Corporation, and no
shares of Common Stock may thereafter be delivered upon the exercise of such
option except as set forth below:
(a) In the case of any optionee who has served as a director continuously
from the date of grant to the date of termination due to disability (as defined
in Section 22(e) (3) of the Code), such optionee may, within two years (or such
shorter period of time as
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is specified in the Option Agreement) after the date of such termination but
before the expiration of the original exercise period, purchase some or all of
the shares of Common Stock subject to an option outstanding immediately prior to
such termination, to the extent the optionee was then entitled to exercise such
option immediately prior thereto;
(b) Upon the death of any optionee while serving as a director or of any
disabled or retired director within two years of termination of service as a
director (or such shorter period of time as is specified in the Option
Agreement), the person or persons to whom such optionee's rights under the
option are transferred by will or the laws of descent and distribution may
within two years after the date of death, but before the expiration of the
original exercise period, purchase some or all of the shares of Common Stock
subject to an option outstanding immediately prior to such date of death, to the
extent the optionee was then entitled to exercise such option immediately prior
thereto; and
(c) In the case of any optionee who has been a director continuously from
the date of grant to the date of termination of service as a director and whose
position as a director is terminated due to retirement, resignation, removal,
failure to be nominated by the Board of Directors for re-election or failure to
be re-elected by the stockholders of the Corporation, such optionee may, within
two years after the date of any such termination not "due to cause" (or such
shorter period of time as is specified in the Option Agreement) but before the
expiration of the original exercise period, purchase some or all of the shares
of Common Stock subject to an option outstanding immediately prior to such
retirement, resignation or termination, to the extent the optionee was then
entitled to exercise such option immediately prior to retirement, resignation or
termination; provided, however, in the case of a termination "due to cause", all
outstanding options of the optionee shall be cancelled and terminated as of the
date on which such optionee is given notice of termination. For purposes of
this Plan, termination "due to cause" shall mean, in the reasonable belief of
the Committee, the breach of a duty of loyalty to the Corporation or its
stockholders or the commission of fraud, embezzlement or theft against the
Corporation, employees of the Corporation or a customer or business associate of
the Corporation.
11. CHANGES IN COMMON STOCK. In the event that, prior to the delivery by
the Corporation of all of the shares of Common Stock which may be delivered
hereunder and after the effective date of the Plan, there shall be any change in
the outstanding Common Stock of the Corporation by reason of any
recapitalization, merger, reorganization, consolidation, split-up, stock
dividend or stock right distribution, the number and kind of shares deliverable
hereunder and the option price, etc. shall be adjusted (but without regard to
fractions) in a fair and equitable manner by the Board of Directors of the
Company, whose determination in each case shall be conclusive and binding on the
Corporation and the optionee and such optionee's legal representative.
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12. RIGHTS AS A STOCKHOLDER. No person participating in this Plan shall
have any rights of a stockholder of the Company as to shares of Common Stock
subject to an option until such option is exercised and certificates
representing such shares of Common Stock are received by such optionee.
13. IMPLIED CONSENT OF PARTICIPANTS. Every optionee, by acceptance of an
option under this Plan, shall be deemed to have consented to be bound, on such
optionee's own behalf and on behalf of such optionee's heirs, assigns and legal
representatives, by all of the terms and conditions of this Plan.
14. THE CORPORATION'S RESPONSIBILITY. All expenses of this Plan,
including the cost of maintaining records hereunder, shall be borne by the
Corporation. The Corporation shall have no responsibility or liability (other
than under applicable securities laws) for any act or thing done or left undone
with respect to the price, time, quantity, or other conditions and circumstances
of the purchase of shares under the terms of this Plan, so long as the
Corporation acts in good faith.
15. AMENDMENT AND DISCONTINUANCE. The Board of Directors may alter,
suspend, or discontinue this Plan at any time and from time to time, without
obtaining the approval of the Corporation's stockholders, but may not, without
the approval of the holders of a majority of the Corporation's outstanding
capital stock, make any alteration or amendment thereof which operates to
increase the total number of shares of Common Stock for which an option or
options may be granted under the Plan. No amendment to or termination of this
Plan shall affect outstanding options theretofore granted under this Plan, and
such options shall remain in full force and effect as if this Plan had not been
amended or terminated.
16. EFFECTIVE DATE. This Plan shall be effective as of May 19, 1998.
17. TERMINATION. The period during which options may be granted under
this Plan expires on May 19, 2008 unless this Plan is terminated by the Board of
Directors prior to such date.
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EXHIBIT 5
NEAL, GERBER & EISENBERG
2 NORTH LASALLE STREET
SUITE 2200
CHICAGO, ILLINOIS 60602
(312) 269-8000
December 14, 1998
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: First Health Group Corp.
Registration Statement on Form S-8
----------------------------------
Ladies and Gentleman:
We are counsel to First Health Group Corp., a Delaware corporation (the
"Company"), filing with the Securities and Exchange Commission under the
Securities Act of 1933, as amended (the "Act"), of the Company's Registration
Statement on Form S-8 (the "Registration Statement") relating to the issuance
pursuant to the Company's 1998 Directors' Stock Option Plan (the "Plan") of up
to an aggregate of 200,000 shares of Common Stock, $.01 par value (the "Common
Stock"), of the Company.
As such counsel, we have examined the Plan, the Company's Restated
Certificate of Incorporation, as amended, and the Amended and Restated By-laws,
as amended, the minute books of the Company, and such other documents as we
deemed relevant and necessary as the basis for the opinions hereafter expressed.
In such examinations, we have assumed the genuineness of all signatures and the
authenticity of all documents submitted to us as originals and the conformity to
original documents of all documents submitted to us as conformed or photostatic
copies.
Based upon the foregoing, we are of the opinion that (i) the issuance by
the Company of up to an aggregate of 200,000 shares of Common Stock upon the
exercise of options to be granted pursuant to the Plan has been duly and validly
authorized by all necessary corporate action on the part of the Company and (ii)
when issued and paid for as described in the Plan and the respective option
agreements, such shares will be duly and validly issued and outstanding, fully
paid and non-assessable shares of Common Stock.
<PAGE> 2
Securities and Exchange Commission
December 14, 1998
Page 2
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference of our firm under the caption
"Interests of Named Experts and Counsel" in item 5 of the Registration
Statement.
Please be advised that Burton W. Kanter, of counsel to our firm, is a
director of the Company. In addition, William M. Holzman, a partner of our
firm, is an Assistant Secretary of the Company, and certain other partners of,
and attorneys associated with, our firm own shares of Common Stock.
Very truly yours,
Neal, Gerber & Eisenberg
<PAGE> 1
EXHIBIT 23.1
[D&T LETTERHEAD]
INDEPENDENT AUDITORS' CONSENT
First Health Group Corp.:
We consent to the incorporation by reference in this Registration Statement of
First Health Group Corp. on Form S-8 relating to the First Health Group Corp.
1998 Directors' Stock Option Plan of our reports dated February 23, 1998,
appearing in and incorporated by reference in the Annual report on Form 10-K of
First Health Group Corp. and subsidiaries for the year ended December 31, 1997.
DELOITTE & TOUCHE LLP
Chicago, Illinois
December 15, 1998
<PAGE> 1
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a director and/or
officer of FIRST HEALTH GROUP CORP., a Delaware corporation (the "Company"),
which is about to file a Registration Statement on Form S-8 (or other
appropriate form) with respect to the shares of common stock, $.01 par value per
share to be issued upon the exercise of options granted and to be granted
pursuant to the Company's 1998 Directors' Stock Option Plan (the "Plan") with
the Securities and Exchange Commission under the provisions of the Securities
Act of 1933, as amended, whose signature appears below hereby constitutes and
appoints James C. Smith, Ronald H. Galowich and Joseph E. Whitters and each of
them, his true and lawful attorneys-in-fact and agents with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign such Registration Statement and any or all
amendments thereto (including, without limitation, any post-effective
amendments), and all other documents in connection therewith to be filed with
the Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents 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, hereby ratifying and
confirming all that said attorneys-in-fact and agents or any of them, or their
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney as
of the 14th day of December, 1998.
/s/ Don Logan
-----------------------------
Don Logan
<PAGE> 2
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a director and/or
officer of FIRST HEALTH GROUP CORP., a Delaware corporation (the "Company"),
which is about to file a Registration Statement on Form S-8 (or other
appropriate form) with respect to the shares of common stock, $.01 par value per
share to be issued upon the exercise of options granted and to be granted
pursuant to the Company's 1998 Directors' Stock Option Plan (the "Plan") with
the Securities and Exchange Commission under the provisions of the Securities
Act of 1933, as amended, whose signature appears below hereby constitutes and
appoints James C. Smith, Ronald H. Galowich and Joseph E. Whitters and each of
them, his true and lawful attorneys-in-fact and agents with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign such Registration Statement and any or all
amendments thereto (including, without limitation, any post-effective
amendments), and all other documents in connection therewith to be filed with
the Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents 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, hereby ratifying and
confirming all that said attorneys-in-fact and agents or any of them, or their
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney as
of the 14th day of December, 1998.
/s/ Daniel S. Brunner
-----------------------------
Daniel S. Brunner
<PAGE> 3
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a director and/or
officer of FIRST HEALTH GROUP CORP., a Delaware corporation (the "Company"),
which is about to file a Registration Statement on Form S-8 (or other
appropriate form) with respect to the shares of common stock, $.01 par value per
share to be issued upon the exercise of options granted and to be granted
pursuant to the Company's 1998 Directors' Stock Option Plan (the "Plan") with
the Securities and Exchange Commission under the provisions of the Securities
Act of 1933, as amended, whose signature appears below hereby constitutes and
appoints James C. Smith, Ronald H. Galowich and Joseph E. Whitters and each of
them, his true and lawful attorneys-in-fact and agents with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign such Registration Statement and any or all
amendments thereto (including, without limitation, any post-effective
amendments), and all other documents in connection therewith to be filed with
the Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents 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, hereby ratifying and
confirming all that said attorneys-in-fact and agents or any of them, or their
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney as
of the 14th day of December, 1998.
/s/
-------------------------------
Robert S. Colman
<PAGE> 4
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a director and/or
officer of FIRST HEALTH GROUP CORP., a Delaware corporation (the "Company"),
which is about to file a Registration Statement on Form S-8 (or other
appropriate form) with respect to the shares of common stock, $.01 par value per
share to be issued upon the exercise of options granted and to be granted
pursuant to the Company's 1998 Directors' Stock Option Plan (the "Plan") with
the Securities and Exchange Commission under the provisions of the Securities
Act of 1933, as amended, whose signature appears below hereby constitutes and
appoints James C. Smith, Ronald H. Galowich and Joseph E. Whitters and each of
them, his true and lawful attorneys-in-fact and agents with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign such Registration Statement and any or all
amendments thereto (including, without limitation, any post-effective
amendments), and all other documents in connection therewith to be filed with
the Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents 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, hereby ratifying and
confirming all that said attorneys-in-fact and agents or any of them, or their
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney as
of the 14th day of December, 1998.
/s/ Ronald H. Galowich
----------------------------------
Ronald H. Galowich
<PAGE> 5
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a director and/or
officer of FIRST HEALTH GROUP CORP., a Delaware corporation (the "Company"),
which is about to file a Registration Statement on Form S-8 (or other
appropriate form) with respect to the shares of common stock, $.01 par value per
share to be issued upon the exercise of options granted and to be granted
pursuant to the Company's 1998 Directors' Stock Option Plan (the "Plan") with
the Securities and Exchange Commission under the provisions of the Securities
Act of 1933, as amended, whose signature appears below hereby constitutes and
appoints James C. Smith, Ronald H. Galowich and Joseph E. Whitters and each of
them, his true and lawful attorneys-in-fact and agents with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign such Registration Statement and any or all
amendments thereto (including, without limitation, any post-effective
amendments), and all other documents in connection therewith to be filed with
the Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents 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, hereby ratifying and
confirming all that said attorneys-in-fact and agents or any of them, or their
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney as
of the 14th day of December, 1998.
/s/ Michael J. Boskin
------------------------------------
Michael J. Boskin, Ph.D.
<PAGE> 6
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a director and/or
officer of FIRST HEALTH GROUP CORP., a Delaware corporation (the "Company"),
which is about to file a Registration Statement on Form S-8 (or other
appropriate form) with respect to the shares of common stock, $.01 par value per
share to be issued upon the exercise of options granted and to be granted
pursuant to the Company's 1998 Directors' Stock Option Plan (the "Plan") with
the Securities and Exchange Commission under the provisions of the Securities
Act of 1933, as amended, whose signature appears below hereby constitutes and
appoints James C. Smith, Ronald H. Galowich and Joseph E. Whitters and each of
them, his true and lawful attorneys-in-fact and agents with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign such Registration Statement and any or all
amendments thereto (including, without limitation, any post-effective
amendments), and all other documents in connection therewith to be filed with
the Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents 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, hereby ratifying and
confirming all that said attorneys-in-fact and agents or any of them, or their
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney as
of the 14th day of December, 1998.
/s/ Burton W. Kanter
----------------------------------
Burton W. Kanter
<PAGE> 7
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a director and/or
officer of FIRST HEALTH GROUP CORP., a Delaware corporation (the "Company"),
which is about to file a Registration Statement on Form S-8 (or other
appropriate form) with respect to the shares of common stock, $.01 par value per
share to be issued upon the exercise of options granted and to be granted
pursuant to the Company's 1998 Directors' Stock Option Plan (the "Plan") with
the Securities and Exchange Commission under the provisions of the Securities
Act of 1933, as amended, whose signature appears below hereby constitutes and
appoints James C. Smith, Ronald H. Galowich and Joseph E. Whitters and each of
them, his true and lawful attorneys-in-fact and agents with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign such Registration Statement and any or all
amendments thereto (including, without limitation, any post-effective
amendments), and all other documents in connection therewith to be filed with
the Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents 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, hereby ratifying and
confirming all that said attorneys-in-fact and agents or any of them, or their
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney as
of the 14th day of December, 1998.
/s/ Thomas J. Pritzker
----------------------------------
Thomas J. Pritzker
<PAGE> 8
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a director and/or
officer of FIRST HEALTH GROUP CORP., a Delaware corporation (the "Company"),
which is about to file a Registration Statement on Form S-8 (or other
appropriate form) with respect to the shares of common stock, $.01 par value per
share to be issued upon the exercise of options granted and to be granted
pursuant to the Company's 1998 Directors' Stock Option Plan (the "Plan") with
the Securities and Exchange Commission under the provisions of the Securities
Act of 1933, as amended, whose signature appears below hereby constitutes and
appoints James C. Smith, Ronald H. Galowich and Joseph E. Whitters and each of
them, his true and lawful attorneys-in-fact and agents with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign such Registration Statement and any or all
amendments thereto (including, without limitation, any post-effective
amendments), and all other documents in connection therewith to be filed with
the Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents 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, hereby ratifying and
confirming all that said attorneys-in-fact and agents or any of them, or their
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney as
of the 14th day of December, 1998.
/s/ David E. Simon
-----------------------------
David E. Simon
<PAGE> 9
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a director and/or
officer of FIRST HEALTH GROUP CORP., a Delaware corporation (the "Company"),
which is about to file a Registration Statement on Form S-8 (or other
appropriate form) with respect to the shares of common stock, $.01 par value per
share to be issued upon the exercise of options granted and to be granted
pursuant to the Company's 1998 Directors' Stock Option Plan (the "Plan") with
the Securities and Exchange Commission under the provisions of the Securities
Act of 1933, as amended, whose signature appears below hereby constitutes and
appoints James C. Smith, Ronald H. Galowich and Joseph E. Whitters and each of
them, his true and lawful attorneys-in-fact and agents with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign such Registration Statement and any or all
amendments thereto (including, without limitation, any post-effective
amendments), and all other documents in connection therewith to be filed with
the Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents 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, hereby ratifying and
confirming all that said attorneys-in-fact and agents or any of them, or their
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney as
of the 14th day of December, 1998.
/s/ James C. Smith
---------------------------
James C. Smith
<PAGE> 10
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a director and/or
officer of FIRST HEALTH GROUP CORP., a Delaware corporation (the "Company"),
which is about to file a Registration Statement on Form S-8 (or other
appropriate form) with respect to the shares of common stock, $.01 par value per
share to be issued upon the exercise of options granted and to be granted
pursuant to the Company's 1998 Directors' Stock Option Plan (the "Plan") with
the Securities and Exchange Commission under the provisions of the Securities
Act of 1933, as amended, whose signature appears below hereby constitutes and
appoints James C. Smith, Ronald H. Galowich and Joseph E. Whitters and each of
them, his true and lawful attorneys-in-fact and agents with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign such Registration Statement and any or all
amendments thereto (including, without limitation, any post-effective
amendments), and all other documents in connection therewith to be filed with
the Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents 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, hereby ratifying and
confirming all that said attorneys-in-fact and agents or any of them, or their
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney as
of the 14th day of December, 1998.
/s/ Joseph E. Whitters
----------------------------------
Joseph E. Whitters
<PAGE> 11
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a director and/or
officer of FIRST HEALTH GROUP CORP., a Delaware corporation (the "Company"),
which is about to file a Registration Statement on Form S-8 (or other
appropriate form) with respect to the shares of common stock, $.01 par value per
share to be issued upon the exercise of options granted and to be granted
pursuant to the Company's 1998 Directors' Stock Option Plan (the "Plan") with
the Securities and Exchange Commission under the provisions of the Securities
Act of 1933, as amended, whose signature appears below hereby constitutes and
appoints James C. Smith, Ronald H. Galowich and Joseph E. Whitters and each of
them, his true and lawful attorneys-in-fact and agents with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign such Registration Statement and any or all
amendments thereto (including, without limitation, any post-effective
amendments), and all other documents in connection therewith to be filed with
the Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents 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, hereby ratifying and
confirming all that said attorneys-in-fact and agents or any of them, or their
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney as
of the 14th day of December, 1998.
/s/ Harold S. Handelsman
------------------------------------
Harold S. Handelsman
