As filed with the Securities and Exchange Commission on August 22, 1997.
Registration No. 333-26841
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------------
LIFE USA HOLDING, INC.
(Exact name of issuer as specified in its charter)
MINNESOTA 41-1578384
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
--------------------
Suite 95, Interchange North Building
300 South Highway 169
Minneapolis, Minnesota 55426
(612) 546-7386
(Address, including zip code,
of issuer's principal executive offices)
--------------------
LIFE USA HOLDING, INC.
1990 STOCK OPTION PLAN
(Full title of the plan)
--------------------
Robert W. MacDonald, Chief Executive Officer
Life USA Holding, Inc.
Suite 95, Interchange North Building
300 South Highway 169
Minneapolis, Minnesota 55426
(612) 546-7386
(Name and address, including zip code and telephone number,
including area code, of agent for service)
--------------------
COPIES TO:
Catherine A. Bartlett
Kaplan, Strangis and Kaplan, P.A.
5500 Norwest Center, 90 South Seventh Street
Minneapolis, Minnesota 55402
(612) 375-1138
<PAGE>
INCORPORATION OF PRIOR REGISTRATION STATEMENTS BY REFERENCE
In connection with the registration of additional shares of the Common
Stock of Life USA Holding, Inc. issuable under its 1990 Stock Option Plan, and
in accordance with Instruction E to Form S-8, the contents of Registration
Statement No. 33-81444 filed with the Securities and Exchange Commission on July
11, 1994, Registration Statement No. 33-85768 filed with the Securities and
Exchange Commission on October 31, 1994, Registration Statement No. 33-34482
filed with the Securities and Exchange Commission on May 2, 1996 and
Registration Statement No. 333-26841 filed with the Securities and Exchange
Commission on May 9, 1997 are hereby incorporated by reference herein.
PURPOSE OF POST-EFFECTIVE AMENDMENT
The purpose of this post-effective amendment is to correct the
identification of members of the Board of Directors of the registrant. Messrs.
Carlson and Oster were members of the Board at the time of approval of
additional shares under the 1990 Stock Option Plan and at the times of
shareholder approval, but were no longer members of the Board at the time of
filing of Registration Statement No. 333-26841.
ITEM 8. EXHIBITS.
23.2 Consent of Ernst & Young LLP
24 Powers of Attorney
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing Post-Effective Amendment No. 1 to Form S-8
and has duly caused this Post-Effective Amendment No. 1 to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of
Minneapolis, State of Minnesota, on August 22, 1997.
Life USA Holding, Inc.
By: /s/ Robert W. MacDonald
--------------------------------------
Robert W. MacDonald
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
Signature Title Date
--------- ----- ----
/s/ Robert W. MacDonald Chief Executive Officer August 22, 1997
- ---------------------------- (Principal Executive Officer)
Robert W. MacDonald and Director
/s/ Mark A. Zesbaugh Executive Vice President, August 22, 1997
- ---------------------------- Chief
Mark A. Zesbaugh Financial Officer, Treasurer
and Secretary (Principal
Accounting Officer and
Director)
* Director
- ----------------------------
Hugh Alexander
<PAGE>
Signature Title Date
--------- ----- ----
* Director
- ----------------------------
Jack H. Blaine
* Director
- ----------------------------
Margery G. Hughes
* Director
- ----------------------------
Barbara J. Lautzenheiser
* Director
- ----------------------------
Daniel J. Rourke
* Director
- ----------------------------
Ralph Strangis
* Director
- ----------------------------
Donald J. Urban
*Mark A. Zesbaugh, pursuant to Powers of Attorney executed by each
of the directors above whose name is marked by a "*," by signing his name hereto
does hereby sign and execute this Registration Statement of Life USA Holding,
Inc. on behalf of each such director.
<PAGE>
INDEX TO EXHIBITS
Sequentially
Numbered
Page
----
23.2 Consent of Ernst & Young LLP
24 Powers of Attorney
EXHIBIT 23.2
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in Post-Effective Amendment No. 1
to the Registration Statement (Form S-8) pertaining to the Life USA Holding,
Inc. 1990 Stock Option Plan for the registration of an additional 1,000,000
shares of common stock of Life USA Holding, Inc. of our reports (a) dated
January 31, 1997 with respect to the consolidated financial statements of Life
USA Holding, Inc. incorporated by reference in its Annual Report (Form 10-K) for
the year ended December 31, 1996 and (b) dated March 25, 1997 with respect to
the financial statement schedules included in its Annual Report (Form 10-K) for
the year ended December 31, 1996, filed with the Securities and Exchange
Commission.
/s/ Ernst & Young LLP
Minneapolis, Minnesota
August 18, 1997
POWER OF ATTORNEY
EXHIBIT 24
KNOW ALL MEN BY THESE PRESENTS, that LIFE USA HOLDING, INC., a
Minnesota corporation (the "Company"), and each of the undersigned directors of
the Company, hereby constitutes and appoints Robert W. MacDonald and Mark A.
Zesbaugh and each of them (with full power to each of them to act alone) its/his
true and lawful attorney-in-fact and agent, for it/him and on its/his behalf and
its/his name, place and stead, in any and all capacities to sign, execute, affix
its/his seal thereto and file one or more Registration Statements on Form S-8 or
any other applicable form under the Securities Act of 1933, as amended, and
amendments thereto, including pre-effective and post-effective amendments, with
all exhibits and any and all documents required to be filed with respect thereto
with any regulatory authority, relating to an additional 1,000,000 shares of the
Company's common stock, par value $.01, (the "Common Stock") reserved for
issuance with respect to the Company's Stock Option Plan, as amended.
There is hereby granted to said attorneys, and each of them, full power
and authority to do and perform each and every act and thing requisite and
necessary to be done in respect of the foregoing as fully as it/he or
itself/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.
This Power of Attorney may be executed in any number of counterparts,
each of which shall be an original, but all of which taken together shall
constitute one and the same instrument and any of the undersigned directors may
execute this Power of Attorney by signing any such counterpart.
IN WITNESS WHEREOF, LIFE USA HOLDING, INC. has caused this Power of
Attorney to be executed in its name by its Executive Vice President, Chief
Financial Officer, Secretary and Treasurer on the 15th day of July, 1997.
LIFE USA HOLDING, INC.
By /s/ Mark A. Zesbaugh
-------------------------------------
Mark A. Zesbaugh, Executive Vice
President, Chief Financial Officer,
Secretary and Treasurer
<PAGE>
The undersigned, directors of LIFE USA HOLDING, INC., have hereunto set
their hands as of the 15th day of July, 1997.
/s/ /s/
- ----------------------------- ----------------------------
Hugh Alexander Robert J. Oster
/s/ /s/
- ----------------------------- ----------------------------
Jack H. Blaine Daniel J. Rourke
/s/ /s/
- ----------------------------- ----------------------------
Joseph W. Carlson Ralph Strangis
/s/ /s/
- ----------------------------- ----------------------------
Margery G. Hughes Donald J. Urban
/s/ /s/
- ----------------------------- ----------------------------
Barbara J. Lautzenheiser Mark A. Zesbaugh
/s/
- -----------------------------
Robert W. MacDonald
