As filed with the Securities and Exchange Commission on
August 10, 2000
Registration No. 33-________________
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
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(Address of principal executive offices) (Zip Code)
NEXTHEALTH, INC. 1992 STOCK OPTION PLAN
---------------------------------------
(Full Title of the Plan)
Lawrence M. Hecker
Hecker & Muehlebach, P.L.L.C.
405 West Franklin
Tucson, Arizona 85701
(520) 798-3803
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(Name, address and telephone number of agent for service)
Calculation of Registration Fee
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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
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Common Stock 750,000 shs. $3.375(1) $2,531,250(1) $668.25(1)
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(1) Estimated solely for the purpose of calculating the
registration fee on the basis of the closing price as of
August 4, 2000.
<PAGE>
STATEMENT CONCERNING PRIOR REGISTRATION
The securities being registered pursuant to this Form S-8 are
additional securities of the same class as securities for which a
registration statement filed on Form S-8 relating to an employee benefit
plan is effective. The contents of such earlier registration statement
(SEC Registration No. 33-44620), including, without limitation, the copy of
the Registrant's 1992 Stock Option Plan that was attached thereto as
Exhibit 4.1, are hereby incorporated by this reference. The Registrant is
NextHealth, Inc., formerly known as Sierra Tucson Companies, Inc.
<PAGE>
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, 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
8th day of August, 2000.
(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 on the date indicated.
<TABLE>
<CAPTION>
Signature Capacity Date
--------- -------- ----
<S> <C> <C>
/s/William T. O'Donnell, Jr. President and Chief August 8, 2000
--------------------------- Executive Officer
William T. O'Donnell, Jr.
/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
</TABLE>
<PAGE>
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 8th day of August, 2000.
NEXTHEALTH, INC.
1992 STOCK OPTION PLAN
(The Option Plan)
By: /s/ William T. O'Donnell, Jr.
---------------------------------
William T. O'Donnell, Jr.,
President
<PAGE>
EXHIBIT INDEX
Exhibit No. Description Page
---------- ----------- ----
4.1 NextHealth, Inc. 6
First Amendment to the 1992
Stock Option Plan
5.1 Opinion of Hecker & Muehlebach, P.L.L.C. 8
as to the legality of the securities
being registered
24.1 Consent of Ernst & Young 9
24.3 Consent of Hecker & Muehlebach, P.L.L.C.
appears in their opinion filed as
Exhibit 5.1
<PAGE>
Exhibit 4.1
FIRST AMENDMENT
TO THE
1992 STOCK OPTION PLAN
OF
SIERRA TUCSON COMPANIES, INC.
1. Background.
Sierra Tucson Companies, Inc. (the "Company") has previously
established a 1992 Stock Option Plan (the "Plan") for the purpose of
advancing the interests of the Company by providing officers, directors and
key employees of the Company and its subsidiaries, as well as non-employee
independent contractors of the Company, with additional incentive for them
to promote the success of the Company's business. 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 750,000.
The Company believes that it is in its best interests (a) to
increase the maximum number of shares issuable upon the exercise of all
options that may be granted under the Plan to a total of by 750,000 shares
to a total of 1,500,000 shares; (b) to insure that the Plan complies with
the provisions of Rule 16b-3 or its successors as promulgated by the
Securities and Exchange Commission pursuant to Section 16 of the Securities
Exchange Act of 1934.
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 to Section 5 of the Plan.
Section 5 of the Plan is amended to add a new paragraph D to read
as follows:
"D. Limitation on Number of Options
No person shall be granted, in any twelve (12) month period,
options to purchase in excess of 200,000 shares of the common stock of the
Company."
3. 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
750,000 shares (the "Additional Shares") to an aggregate amount of
1,500,000.
4. Rule 16b-3 Compliance.
A new Section 24 is added to the Plan to read as follows:
<PAGE>
"24. COMPLIANCE WITH RULE 16b-3
With respect to the issuance of options hereunder to persons
subject to Section 16 of the 1934 Act, transactions under this Plan
are intended to comply with all applicable conditions of Rule 16b-3 or
its successors under the 1934 Act. To the extent any provision of
this Plan or action by the Board or Stock Option Committee in
administering this Plan fails to so comply, it shall be deemed null
and void, to the extent permitted by law and deemed advisable by the
Board or the Stock Option Committee."
5. Continued Effect of Plan.
Except as otherwise amended hereby, the Plan shall remain in full
force and effect.
6. Effective Date of Amendment.
This Amendment became effective upon its adoption by the Board on
February 4, 1995 (the "Effective Date"); provided, however, that the
shareholders of the Company shall approve the amendment to Section 6 of the
Plan as provided in Paragraph 2 above, in accordance with applicable state
law, within twelve (12) months after the initial adoption of this Amendment
by the Board. Notwithstanding the above, no options to acquire any of the
Additional Shares shall be granted to persons subject to Section 16 of the
1934 Act prior to approval of this Amendment by the shareholders of the
Company. In the event that the amendment to Section 6 of the Plan is not
approved within said twelve (12) month period, all options to purchase the
Additional Shares shall nonetheless remain valid, but shall constitute Non-
Qualified Options.
IN WITNESS WHEREOF, the Company has caused this Amendment to be
executed by its duly authorized officers effective as of the Effective
Date.
SIERRA TUCSON COMPANIES, INC.,
a Delaware corporation
By:/s/John H. Schmitz
---------------------
Its: President
ATTEST:
/s/George H. Daranyi
--------------------
Secretary
<PAGE>
Exhibit 5.1
August 8, 2000
NextHealth, Inc.
16600 N. Lago Del Oro Parkway
Tucson, Arizona 85739
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 750,000 additional shares of its Common Stock
pursuant to the Company=s 1992 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
<PAGE>
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. 1992
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
