Page 1 of
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As filed with the Securities and Exchange Commission on August
10, 2000
Registration No. 33-_________________
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________________________
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
_________________________________
NEXTHEALTH, INC.
(Exact name of Issuer as specified in its charter)
Delaware 86-0589712
(State of Incorporation)(I.R.S. Employer Identification No.)
16600 N. Lago Del Oro Parkway
Tucson, Arizona 85739
(Address of principal executive offices) (Zip Code)
NEXTHEALTH, INC. NON-EMPLOYEE DIRECTORS STOCK OPTION PLAN
(Full Title of the Plan)
Lawrence M. Hecker
Hecker & Muehlebach, PLLC
405 West Franklin
Tucson, Arizona 85701
(520) 798-3803
(Name, address and telephone number of agent for service)
Calculation of Registration Fee
Title of each Proposed Proposed
class of Amount maximum maximum
Amount of
securities to be offering aggregate
registration
to be registered registered price per share
offering price fee
Common Stock 600,000 shs. $3.375(1) $2,025,000(1)
$534.60(1)
(1) Estimated solely for the purpose of calculating the
registration fee on the basis of the closing price as of August
4, 2000.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The Registrant hereby incorporates by reference the
documents listed in (a) through (c) below, and all documents
subsequently filed by Registrant pursuant to '' 13(a), 13(c), 14
and 15(d) of the Securities Exchange Act of 1934 (the "1934
Act"), prior to the filing of a post-effective amendment which
indicates that all securities being offered have been sold or
which deregisters all securities are remaining unsold, shall be
deemed to be incorporated by reference in this Registration
Statement and shall be a part hereof from the date of filing of
such documents.
(a) The Registrant's latest annual report filed
pursuant to '' 13(a) or 15(d) of the 1934 Act.
(b) All other reports filed pursuant to '' 13(a) or
15(d) of the 1934 Act since the end of the fiscal year covered by
the document referred to in (a) above.
(c) The description of the class of securities being
offered is contained in Registration Statement No. 33-31020 on
Form S-1 declared effective on October 19, 1989 (the "S-1
Registration Statement"), including any amendment or report filed
for the purpose of updating such description.
Item 4. Description of Securities.
The class of securities being offered pursuant to the
NextHealth, Inc. (fka, Sierra Tucson Companies, Inc.) Non-
Employee Directors Stock Option Plan (the "Option Plan") is
described in the S-1 Registration Statement.
Item 5. Interests of Named Experts and Counsel.
None
Item 6. Indemnification of Directors and Officers.
Section 145 of the General Corporation Law of the State
of Delaware provides that a Delaware corporation may indemnify
its officers and directors if they acted in good faith and in a
manner they reasonably believed to be in or not opposed to the
best interest of the corporation, and with respect to any
criminal action or proceeding, had no cause to believe their
conduct was unlawful. The Registrant's Certificate of
Incorporation and Bylaws provide that it shall indemnify officers
and directors, and to the extent authorized by the Board of
Directors, employees and agents of the Company, to the full
extent permitted by and in the manner permissible under the laws
of the State of Delaware.
Item 7. Exemptions from Registration Claimed.
Not applicable.
Item 8. Exhibits.
The documents filed as exhibits to this Registration
Statement are set forth on the Exhibit Index located at page 6
hereof.
Item 9. Undertakings.
A. Pursuant to Item 512(a).
The Registrant hereby undertakes to file, during
any period in which offers or sales are being made, (1) a post-
effective amendment to this Registration Statement to include any
material information with respect to the plan of distribution not
previously disclosed in this Registration Statement or any
material change to such information in this Registration
Statement, (2) that for the purpose of determining any liability
under the Securities Act of 1933 (the "1933 Act"), each such post-
effective amendment shall be deemed to be the initial bona fide
offering thereof; and (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 Option Plan.
B. Pursuant to Item 512(b).
The Registrant hereby undertakes that, for
purposes of determining any liability under the 1933 Act, each
filing of the Registrant's annual report pursuant to Section
13(a) or Section 15(d) of the 1934 Act (and, where applicable,
each filing of an employee benefit plan's annual report pursuant
to Section 15(d) of the 1934 Act) that is incorporated by
reference in this Registration Statement shall be deemed to be a
new Registration Statement relating to the securities being
offered, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
C. Pursuant to Item 512(h).
Insofar as indemnification for liabilities arising
under the 1933 Act may be permitted to directors, officers and
controlling persons of the Registrant as described in Item 6 of
this Registration Statement, 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 1933 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 of whether such
indemnification by it is against public policy as expressed in
the 1933 Act and will be governed by the final adjudication of
such issue.
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 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 Tucson, State of Arizona, on the 26th day of
February, 1996.
(Registrant)
NextHealth, Inc.
By: /s/William T. O'Donnell, Jr.
William T. O=Donnell, Jr.,
President
Pursuant to the requirements of the Securities Act of
1933, this Registration Statement has been signed by the
following persons in the capacity and on the date indicated.
Signature Capacity Date
/s/ William T. O'Donnell, Jr. President and Chief
August 8, 2000
William T. O=Donnell, Jr. Executive Officer
/s/Loree Thompson Chief Financial Officer
August 8, 2000
Loree Thompson
/s/William T. O'Donnell, Jr. Chairman of the Board
August 8, 2000
William T. O'Donnell, Jr.
/s/Stephen L. Berger Director
August 8, 2000
Stephen L. Berger
/s/Neil E. Jenkins Director
August 8, 2000
Neil E. Jenkins
/s/Alfred Trivilino Director
August 8, 2000
Alfred Trivilino
The Option Plan.
Pursuant to the requirements of the Securities Act of
1933, the Option Plan has duly caused this Registration Statement
to be signed on its behalf by the undersigned, thereunto duly
authorized, the City of Tucson, State of Arizona, on the 26th day
of February, 1996.
NEXTHEALTH, INC.
NON-EMPLOYEE DIRECTORS
STOCK OPTION PLAN
(The Option Plan)
By: /s/William T. O'Donnel, Jr.
William T. O=Donnell, Jr., President
EXHIBIT INDEX
Exhibit No. Description Page
4.1 NextHealth, Inc.
Non-Employee Directors Stock Option Plan
7
5.1 Opinion of Hecker & Muehlebach, PLLC as
to the legality of the securities 17
being registered
24.1 Consent of Ernst & Young L.L.P. 18
24.2 Consent of Hecker & Muehlebach, PLLC appears in
their opinion filed as Exhibit 5.1
SIERRA TUCSON COMPANIES, INC.
NON-EMPLOYEE DIRECTORS STOCK OPTION PLAN
1. PURPOSE
This Non-Employee Directors Stock Option Plan for
Sierra Tucson Companies, Inc., a Delaware corporation, is
intended to advance the interests of the Company by attracting
and retaining non-employee directors by increasing their
proprietary interest in the success of the Company. The above
aims will be effectuated through the granting of certain stock
options.
2. DEFINITIONS
The following terms shall have the following
meanings when used herein unless the context clearly otherwise
requires.
(a) Annual Grant Date. The first business day of
the Company's fiscal year.
(b) Applicable Committee. The Company's
Executive Committee, Audit Committee, Compensation Committee and
Stock Option Committee.
(c) The Board. The Board of Directors of Sierra
Tucson Companies, Inc., a Delaware corporation.
(d) Code. The Internal Revenue Code of 1986 as
amended.
(e) Common Stock. The Company's $.01 par value
common stock.
(f) Company. Sierra Tucson Companies, Inc., a
Delaware corporation.
(g) Eligible Director. Any person who is a
member of the Board and who is not an employee, full time or part
time, of the Company.
(h) Option. Options granted pursuant to the
Plan.
(i) Option Agreement. An agreement containing
the terms and conditions of the options granted to Optionees to
be executed by the Company and by the Optionee.
(j) Optionees. A person who is granted Options
under the Plan.
(k) Plan. The Sierra Tucson Companies, Inc. Non-
Employee Directors Stock Option Plan.
(l) Shares. Shares of the Common Stock.
3. ADOPTION OF PLAN
This Plan was adopted by the Board on February 6,
1993, to be effective on such date (the "Effective Date");
provided, however, that the shareholders of the Company shall
approve the Plan, in accordance with applicable state law, within
twelve (12) months after the initial adoption of this Plan by the
Board. Options granted prior to shareholder approval shall be
contingent upon such approval being obtained and may not be
exercised prior to such approval.
4. PLAN ADMINISTRATION
The Plan shall be administered by the Board which
shall have authority to adopt such rules and regulations, and to
make such determinations as are not inconsistent with the Plan
and are necessary or desirable for its administration and
implementation. All decisions, determinations and
interpretations of the Board shall be final and binding on all
Optionees.
5. GRANTS OF OPTIONS
A. Grants to New Directors
Any newly elected Director of the Company who
qualifies as an Eligible Director shall receive a grant of an
Option to purchase 10,000 Shares on the date such person is
elected to the Board for the first time.
B. Annual Grants to Directors
On the Effective Date and on each Annual
Grant Date thereafter, each Eligible Director shall receive a
grant to purchase 7,500 Shares, plus an additional grant of an
option to purchase Shares totaling 1,000 multiplied by the number
of Applicable Committees of which such Eligible Director is a
member.
C. Adjustment
The number of shares subject to any Option
shall be subject to adjustment from time to time in accordance
with Section 8 hereof.
6. SHARES OF STOCK SUBJECT TO PLAN
(a) Shares to be delivered upon exercise of
Options granted under the Plan shall be made available, at the
discretion of the Board, from the authorized and unissued shares
of the Common Stock or from Shares reacquired by the Company,
including Shares purchased in the open market.
(b) Subject to adjustments made pursuant to
provisions of Section 8, the aggregate number of Shares which may
be issued upon the exercise of all Options which may be granted
under the Plan shall not exceed 300,000.
(c) In the event that any Option granted under
the Plan expires or terminates for any reason whatsoever, without
having been exercised in full, the Shares subject to, but not
delivered under, such Option shall become available for other
Options to the same Optionee or other eligible persons without
decreasing the aggregate number of Shares which may be granted
under the Plan; or shall be available for any lawful corporate
purpose.
7. OPTION PRICE
A. Price
The option price for Shares to be issued upon
the exercise of Options under this Plan shall be one hundred
percent (100%) of the fair market value of such shares on the
date on which such Option is granted.
B. Fair Market Value
The term "fair market value" shall be defined
as the closing market price of the Common Stock on the date of
grant of the Option, or if there are no sales on such date, the
closing market price on the most recent date upon which the stock
was traded.
8. ADJUSTMENTS UPON CHANGES IN CAPITALIZATION;
CORPORATE REORGANIZATION
In the event that additional Shares are issued
pursuant to a stock split or a stock dividend, the number of
Shares then covered by each outstanding Option, shall be
increased proportionately with no increase in the total aggregate
purchase price of the Shares then so covered, and the number of
Shares reserved for the purpose of the Plan shall be increased by
the same proportion. In the event that the Shares from time to
time issued and outstanding are reduced by a combination of
Shares, the number of Shares then covered by each outstanding
Option shall be reduced proportionately with no reduction in the
total aggregate price of the Shares then so covered, and the
number of Shares reserved for the purposes of the Plan shall be
reduced by the same proportion. All such adjustments shall be
made by the Board whose determination upon the same shall be
final and binding upon the Optionees. No fractional Shares shall
be issued under this Plan, and any fractional Shares resulting
from the computations resulting pursuant to this paragraph shall
be eliminated from the prospective Option. No adjustment shall
be made for cash dividends, issuance to shareholders of rights to
subscribe for additional Common Stock or other securities or the
issuance of options by the Company under this or any other plan.
Notwithstanding any other provision of this Plan,
in the event of a merger or consolidation to which the Company is
a party (other than as the surviving entity), or any other
acquisition of a majority of the outstanding Shares, or any
transfer of all or substantially all of the assets of the
Company, or the Company's liquidation or dissolution, the Option
Expiration Date (as defined below) shall be accelerated. In such
event, the Company shall give the Optionee prior written notice
of the effective date of any such event and the last day on which
the Optionee may exercise the Option, which last day to exercise
shall not be less than ten (10) days after the date of such
notice. The Optionee may, upon compliance with all the terms of
the Plan and the Option Agreement purchase any or all of the
Shares on or prior to the last day specified in the notice given
by the Company. To the extent the Option shall not be exercised,
it shall expire at 5:00 p.m. on the last day specified in the
notice by the Company.
9. TERM OF PLAN
This Plan shall be effective as of the Effective
Date and shall continue in effect until all Options granted
hereunder have expired or been exercised, unless sooner
terminated under the provisions relating thereto. No Option may
be granted after ten (10) years from the Effective Date.
10. EXERCISE OF OPTION; TERM OF OPTION
Subject to the restrictions, conditions and/or
limitations set forth in this Plan document, and/or any
applicable Option Agreement entered into hereunder, Options shall
be exercisable in accordance with the following rules:
(a) Any Option shall expire ten (10) years from
the date that the Option is granted (the "Option Expiration
Date"), subject to earlier termination as provided herein.
(b) The minimum number of Shares with respect to
which an Option may be exercised at any one time shall be one
hundred (100) Shares. An Option may not be exercised for a
fractional Share. No Option may be exercised after the Option
Expiration Date or such earlier date on which the Option
terminates in accordance with this Plan.
(c) An Option shall be deemed to be exercised
when written notice of such exercise has been given to the
Company in accordance with the terms of the Option by the person
entitled to exercise the Option and full payment for the Shares
with respect to which the Option is exercised has been received
by the Company. Until the issuance of the stock certificates (as
evidenced by the appropriate entry on the books of the Company or
of a duly authorized transfer agent of the Company), no right to
vote or receive dividends or any other rights as a shareholder
shall exist with respect to such Shares notwithstanding the
exercise of the Option. No adjustment will be made for a
dividend or other rights for which the record date is prior to
the date the stock certificates are issued except as provided in
Section 8 above.
(d) In the case of an Optionee's death, exercise
shall be by the person or persons (including his estate) to whom
his rights under such Option shall have passed by will or by laws
of descent and distribution.
(e) The exercise of each Option shall be on the
condition that the purchases of Shares thereunder shall be for
investment purposes, and not with a view to resale or
distribution unless the Shares subject to such Option are
registered under the Securities Act of 1933, as amended, or if in
the opinion of counsel for the Company such registration is not
required of the Securities Act of 1933 or any other applicable
law, regulation, or rule of any governmental agency.
(f) If an Eligible Director's membership on the
Board terminates for any reason, an Option held at the date of
termination may be exercised in full or in part at any time
within one year after the date of such termination (but in no
event after the term of the Option expires) and shall thereafter
automatically terminate.
(g) As soon as practicable after any proper
exercise of an Option in accordance with the provisions of this
Plan, the Company shall, without transfer or issue tax to the
Optionee, deliver to the Optionee at the main office of the
Company, or such other place as shall be mutually acceptable, a
certificate or certificates representing the Shares as to which
the Option has been exercised. The time of issuance and delivery
of the Common Stock may be postponed by the Company for such
period as may comply with any applicable listing requirements of
any national or regional securities exchange and any law or
regulation applicable to the issuance, sale, transfer or delivery
of such Shares.
(h) Exercise of an Option in any manner shall
result in a decrease in the number of Shares which thereafter may
be available under the Plan by the number of Shares as to which
the Option is exercised.
11. OPTION AGREEMENT
The terms and conditions of Options granted under
the Plan shall be evidenced by an Option Agreement executed by
the Company and the person to whom the Option is granted. Each
Agreement shall contain the following provisions approved by the
Board:
(a) A provision designating the number of Shares
which may be issued upon exercise of the Option;
(b) A provision establishing the option price per
Share; and
(c) A provision incorporating therein this Plan
by reference.
12. TAXES, FEES AND EXPENSES
The Company shall pay all original issue and
transfer taxes (but not income taxes, if any) with respect to the
grant of Options and/or the issue and transfer of Shares pursuant
to the exercise of such Options, and all other fees and expenses
necessarily incurred by the Company in connection therewith, and
will from time to time as necessary use its best efforts to
comply with all laws and regulations which, in the opinion of
counsel for the Company, shall be applicable thereto.
13. AMENDMENT OR TERMINATION OF THE PLAN
A. Amendment
The Board, without further approval of the
shareholders, may amend this Plan at any time and from time to
time in such respects as the Board may deem advisable, subject to
any shareholder or regulatory approval required by law, and to
any conditions established by the terms of such amendment;
provided that in no event shall the Plan be amended more than
once every six (6) months other than to comport with changes in
the Code, the Employee Retirement Income Security Act, or the
rules thereunder, or Rules promulgated by the Securities and
Exchange Commission.
B. Termination and Suspension
The Board, without further approval of the
shareholders, may at any time terminate or suspend this Plan.
Any such termination or suspension of the Plan shall not affect
Options already granted and such Options shall remain in full
force and effect as if this Plan had not been terminated or
suspended. No Option may be granted while the Plan is suspended
or after it is terminated. Rights and obligations under any
Option granted while this Plan is in effect shall not be altered
or impaired by suspension or termination of this Plan, except
with the consent of the person to whom the Option was granted.
An Option may be terminated by agreement between the Optionee and
the Company and, in lieu of the terminated Option, a new Option
may be granted with an exercise price that may be higher or lower
than the exercise price of the terminated Option.
14. ASSIGNABILITY
Each Option granted under the Plan shall be
transferrable only by will or the laws of descent and
distribution and shall be exercisable, during the Optionee's
lifetime, only by the Optionee to whom the Option is granted.
Except as permitted by the preceding sentence, no Option or any
of the rights and privileges thereby conferred, shall be
transferred, assigned, pledged, hypothecated in any way (whether
by operation of law or otherwise), and no Option, right or
privilege shall be subject to execution, attachment or similar
process. Upon any attempt so to transfer, assign, pledge,
hypothecate, or otherwise dispose of the Option or of any right
or privilege conferred thereby, contrary to the provisions
hereof, or upon the levy, attachment or similar process upon such
Option, right or privilege, the Option and such rights and
privileges shall immediately become null and void and shall
terminate.
15. TRANSFER OF STOCK
Common Stock issued pursuant to the exercise of an
Option granted under this Plan (hereinafter "Optioned Stock"), or
any interest in such Optioned Stock, may be sold, assigned,
gifted, pledged, hypothecated, encumbered or otherwise
transferred or alienated in any manner by the holder(s) thereof,
subject, however, to any representations or warranties requested
under Section 19 of this Plan and also subject to compliance with
any applicable federal, state or other local law, regulation or
rule governing the sale or transfer of stock or securities.
16. RESERVATION OF SHARES OF COMMON STOCK
The Company, during the term of this Plan, will at
all times reserve and keep available such number of shares of its
Common Stock as shall be sufficient to satisfy the requirements
of the Plan.
17. RESTRICTIONS ON ISSUANCE OF SHARES
The Company, during the term of this Plan, will
use its best efforts to seek to obtain from the appropriate
regulatory agencies any requisite authorization in order to issue
and sell such number of shares of its Common Stock as shall be
sufficient to satisfy the requirements of the Plan. The
inability of the Company to obtain from any such regulatory
agency having jurisdiction thereof the authorization deemed by
the Company's counsel to be necessary to the lawful issuance and
sale of any shares of its stock hereunder shall relieve the
Company of any liability in respect of the non-issuance or sale
of such stock as to which such requisite authorization shall not
have been obtained.
18. NOTICES
Any notice to be given to the Company pursuant to
the provisions of this Plan shall be addressed to the Company in
care of its Secretary at its principal office, and any notice to
be given to an Eligible Director to whom an Option is granted
hereunder shall be addressed to him at the address given beneath
his signature on his Option Agreement, or at such other address
as such Eligible Director or his transferee (upon the transfer of
Optioned Stock) may hereafter designate in writing to the
Company. Any such notice shall be deemed duly given when
enclosed in a properly sealed envelope or wrapper addressed as
aforesaid, registered or certified, and deposited, postage and
registry or certification fee prepaid, in a post office or branch
post office regularly maintained by the United States Postal
Service. It shall be the obligation of each Optionee and each
transferee holding Optioned Stock to provide the Secretary of the
Company, by letter as provided hereinabove, with written notice
of his correct mailing address.
19. REPRESENTATIONS AND WARRANTIES
As a condition to the exercise of any portion of
any Option, the Company may require the person exercising such
Option to make any representation and/or warranty to the Company
as may, in the judgment of counsel to the Company, be reasonably
required under any applicable law or regulation, including but
not limited to a representation and warranty that the Shares are
being acquired only for investment and without any present
intention to sell or distribute such Shares if, in the opinion of
counsel for the Company, such a representation is required under
the Securities Act of 1933 or any other applicable law,
regulation or rule of any governmental agency.
20. LEGENDS ON STOCK CERTIFICATES
Unless an appropriate registration statement is
filed pursuant to the Securities Act of 1933, as amended, with
respect to the Shares issuable under this Plan, each certificate
representing such Shares shall be endorsed on its face with the
following legend or its equivalent:
"Neither the Option pursuant to
which the shares represented by
this certificate are issued nor
said shares have been registered
under the Federal Securities Act of
1933, as amended (the "Act").
Transfer or sale of such securities
or any interest therein is unlawful
except after registration, or
pursuant to an exemption from the
registration requirements, as
provided in the Act and the
regulations thereunder."
A copy of this Plan shall be delivered to the
Secretary of the Company and shall be shown by him or her to any
eligible person making reasonable inquiry concerning it.
21. INVALID PROVISIONS
In the event that any provision of this Plan
document is found to be invalid or otherwise unenforceable under
any applicable law, such invalidity or unenforceability shall not
be construed as rendering any other provisions contained herein
invalid or unenforceable, and all such other provisions shall be
given full force and effect to the same extent as though the
invalid or unenforceable provision were not contained herein.
22. APPLICABLE LAW
This Plan shall be governed and construed in
accordance with the laws of the State of Arizona.
IN WITNESS WHEREOF, pursuant to the adoption of this
Plan by the Board of Directors of the Company on February 6,
1993, the Company has caused this Plan to be executed by its duly
authorized officers effective as of February 6, 1993.
SIERRA TUCSON COMPANIES, INC.,
a Delaware corporation
By: /s/ John H. Schmitz
Its: President
ATTEST:
/s/ George H. Daranyi
Secretary
FIRST AMENDMENT TO THE
NON-EMPLOYEE DIRECTORS STOCK OPTION PLAN
OF
NEXTHEALTH, INC.
1. Background.
NextHealth, Inc. (the ACompany@) has previously
established a Non-Employee Directors Stock Option Plan (the
APlan@) for the purpose of advancing the interests of the Company
by attracting and retaining non-employee directors by providing
them with a propriety interest in the success of the Company.
Section 6(b) of the Plan provides that the aggregate number of
shares of the Company=s common stock that may be issued upon the
exercise of all options which may be granted under the Plan will
not exceed 300,000. The Company believes that it is in its best
interests to increase the maximum number of shares issuable upon
the exercise of all options that may be granted under the Plan by
300,000 shares to a total of 600,000 shares. Pursuant to Section
13 of the Plan, the Board of Directors of the Company has
approved the amendments to the Plan set forth herein.
2. Amendment of Section 6 of the Plan.
Section 6(b) of the Plan is hereby amended to increase
the aggregate number of shares of the Company=s common stock that
may be issued upon the exercise of all options which may be
granted under the Plan by 300,000 shares (the AAdditional
Shares@) to an aggregate amount of 600,000.
3. Continued Effect of Plan.
Except as otherwise amended hereby, the Plan shall
remain in full force and effect.
4. Effective Date of Amendment.
This Amendment becames effective upon its approval by
the stockholders of the Company in accordance with applicable
state law.
IN WITNESS WHEREOF, the Company has caused this
Amendment to be executed by its duly authorized officers
effective as of the Effective Date.
NEXTHEALTH, INC., a Delaware
corporation
By:_/s/ William T. O=Donnell, Jr.
Its: President and Chief
Executive Officer
ATTEST:
By:/s/ Bertha B. Kenny
Its: Secretary
Exhibit 5.1
August 8, 2000
NextHealth, Inc.
16500 N. Lago Del Oro Parkway
Tucson, Arizona 85737
Gentlemen:
In connection with the registration by NextHealth, Inc.
(the "Company") on Form S-8 (the "Registration Statement") under
the Securities Act of 1933, as amended, of 600,000 shares of its
common stock pursuant to the Company=s Non-Employee Directors
Stock Option Plan, we have examined such corporate records,
certificates of public officials and officers of the Company, and
other documents and records as we have considered necessary or
proper for the purpose of this opinion.
Based upon the foregoing, and having regard to legal
considerations that we deem relevant, we are of the opinion that
the Common Stock has been duly authorized and, when issued
pursuant to option exercises effected in accordance with the
terms of the Plan described in the Registration Statement, will
be validly issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion as an
exhibit to the Registration Statement.
Very truly yours,
HECKER & MUEHLEBACH, PLLC
By:/s/ Lawrence M. Hecker
Lawrence M. Hecker
Exhibit 24.1
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the incorporation by reference in the
Registration Statement (Form S-8) pertaining to the
NextHealth, Inc. Non-Employee Directors Stock Option
Plan of our report dated January 28, 2000, with respect
to the consolidated financial statements of NextHealth,
Inc. and schedule of NextHealth, Inc. included in its
Annual Report (Form 10-K) for the year ended December
31, 1999, filed with the Securities and Exchange
Commission.
/s/ Ernst & Young, LLP
ERNST & YOUNG LLP
Tucson, Arizona
August 8, 2000
