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As filed with the Securities and Exchange Commission on October 16, 1998
Registration No. 333-______
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
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OMEGA HEALTH SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 13-3220466
(State of Incorporation) (I.R.S. Employer Identification No.)
5350 Poplar Avenue, Suite 900
Memphis, Tennessee 38119
(Address of principal executive offices)
OMEGA HEALTH SYSTEMS, INC.
1991 EMPLOYEE STOCK PURCHASE PLAN
(Full Title of the Plan)
Thomas P. Lewis
5350 Poplar Avenue, Suite 900
Memphis, Tennessee 38119
(901) 683-7868
(Name, address and telephone number of agent for service)
(with copies to:)
Linda M. Crouch
Baker, Donelson, Bearman & Caldwell
P.O. Box 3038 (37602)
207 Mockingbird Lane, 3rd Floor
Johnson City, Tennessee 37604
CALCULATION OF REGISTRATION FEE
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TITLE OF SECURITIES TO BE AMOUNT TO BE PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
REGISTERED REGISTERED(1) OFFERING PRICE PER SHARE(2) AGGREGATE OFFERING PRICE REGISTRATION FEE
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<S> <C> <C> <C> <C>
Common Stock,
$0.06 par value 25,000 $3.20 $80,000 $100
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(1) Incorporated into this Registration Statement by this reference are the
contents of the Registration Statement on Form S-8, file number
33-44480, which was filed with the Securities and Exchange Commission
on December 12, 1991.
(2) The amount of the registration fee is computed in accordance with Rule
457(c) and (h) and is based upon the average of the high and low price
of the Common Stock on October 13, 1998, as reported by the Nasdaq
Stock Market.
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SIGNATURES
Pursuant to the requirement 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 the Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Memphis, State of Tennessee, on October 15, 1998.
OMEGA HEALTH SYSTEMS, INC.
By: /s/ Thomas P. Lewis
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Thomas P. Lewis
President and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Thomas P. Lewis, his true and
lawful attorney-in-fact and agent, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments to this Registration Statement, and
to file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorney-in-fact and agent full power and authority to do and perform each and
every act and thing requisite and necessary to be done as fully to all intents
and purposes as he might or could do in person, hereby ratifying and confirming
all that said attorney-in-fact and agent, or his substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
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SIGNATURE TITLE DATE
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/s/ Andrew W. Miller Chairman of the Board October 15, 1998
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Andrew W. Miller
/s/ Thomas P. Lewis President, Chief Executive Officer October 15, 1998
- ------------------------------------ and Director
Thomas P. Lewis
/s/ Ronald L. Edmonds Executive Vice President, Chief October 15, 1998
- ------------------------------------ Financial Officer, and Director
Ronald L. Edmonds
/s/ Donald A. Hood Senior Vice President -- Managed October 15, 1998
- ------------------------------------ Care, and Director
Donald A. Hood, O.D.
/s/ Mary Elizabeth Porter Vice President and Controller October 15, 1998
- ------------------------------------
Mary Elizabeth Porter
/s/ Donald Beisner Director October 15, 1998
- ------------------------------------
Donald Beisner, M.D.
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/s/ David M. Dillman Director October 15, 1998
- ------------------------------------
David M. Dillman, M.D.
/s/ Herman L. Tacker Director October 15, 1998
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Herman L. Tacker, O.D.
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