<PAGE>
As filed with the Securities and Exchange Commission on September 11, 1997
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
---------------
GENESIS HEALTH VENTURES, INC.
(Exact name of Registrant as specified in its charter)
<TABLE>
<S> <C> <C>
148 West State Street
Pennsylvania Kennett Square, Pennsylvania 19348 06-1132947
(State or other jurisdiction of (Address of Principal Executive Offices) (I.R.S. Employer
incorporation or organization) (Zip Code) Identification Number)
</TABLE>
Genesis Health Ventures, Inc.
Amended and Restated Employee
Stock Option Plan
Michael R. Walker,
Chairman and Chief Executive Officer
Genesis Health Ventures, Inc.
148 West State Street
Kennett Square, Pennsylvania 19348
(610) 444-6350
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copies of Communications to:
Richard J. McMahon, Esquire
Blank Rome Comisky & McCauley
One Logan Square
Philadelphia, Pennsylvania 19103
(215) 569-5554
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=================================================================================================================================
Proposed Proposed
maximum maximum Amount of
Title of securities Amount to be offering price aggregate registration
to be registered registered (2) per share offering price fee
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<S> <C> <C> <C> <C>
Common Stock, par value $.02 per share (1) 750,000 shares $34.75 (3) $26,062,500 (3) $7,897.
=================================================================================================================================
</TABLE>
(1) Includes associated purchase rights.
(2) Plus such indeterminate number of shares as may be issued pursuant to
certain anti-dilution provisions contained in the Plan.
(3) Pursuant to Rule 457(h), based upon the average of the high and low sale
prices of Genesis Health Ventures, Inc. Common Stock, par value $.02 per
share, reported on the New York Stock Exchange on September 5, 1997.
===============================================================================
<PAGE>
PART I. INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.
- --------------------------
The document(s) containing the information specified in Item 1 will be
sent or given to employees as specified in Rule 428(b)(1) and are not required
to be filed as part of this Registration Statement.
Item 2. Registrant Information and Employee Plan Annual Information.
- ---------------------------------------------------------------------
The document(s) containing the information specified in Item 2 will be
sent or given to employees as specified in Rule 428(b)(1) and are not required
to be filed as part of this Registration Statement.
PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference.
- ---------------------------------------------------------
The following documents filed with the Commission are incorporated herein
by reference:
(i) The Company's Annual Report on Form 10-K for the fiscal year
ended September 30, 1996;
(ii) All other reports filed pursuant to Section 13(a) or 15(d) of
the Exchange Act since the end of the fiscal year covered by the Annual Report
on Form 10-K referred to in (i) above; and
(iii) The description of the Company's Common Stock is incorporated by
reference to the Company's Registration Statement on Form 8-A (File No. 1-11666)
filed on April 16, 1992 under the Securities Exchange Act of 1934, as amended.
(iv) The description of the Company's Series A Junior Participating
Preferred Share Purchase Rights is incorporated by reference to the Company's
Registration Statement on Form 8-A (File No. 1-11666) filed on May 11, 1995
under the Securities Exchange Act of 1934, as amended.
All reports and other documents subsequently filed by the Company with the
Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities
Exchange Act of 1934, as amended, after the date of this Registration Statement
but prior to the filing of a post-effective amendment which indicates that all
securities offered hereunder have been sold or which deregisters all securities
then remaining unsold hereunder, shall be deemed to be incorporated by reference
in this Registration Statement and to be a part hereof from the date of filing
of such documents.
Item 4. Description of Securities.
- -----------------------------------
Not Applicable.
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Item 5. Interests of Named Experts and Counsel.
- ------------------------------------------------
Certain legal matters with respect to the legality of the Common Stock
offered hereby will be passed upon for the Company by Blank Rome Comisky &
McCauley, Philadelphia, PA. Stephen Luongo, a partner in Blank Rome Comisky &
McCauley, is the beneficial owner of 45,018 shares of Common Stock including
shares relating to 27,000 options received under the Genesis Health Ventures,
Inc. 1992 Stock Option Plan for Non-Employee Directors (the "Director Plan") and
will receive future option grants under the Director Plan.
Item 6. Indemnification of Directors and Officers.
- ---------------------------------------------------
Section 1741 through 1750 of Subchapter D, Chapter 17, of the Pennsylvania
Business Corporation Law of 1988, as amended, (the "BCL"), contain provisions
for mandatory and discretionary indemnification of a corporation's directors,
officers and other personnel, and related matters.
Under Section 1741, subject to certain limitations, a corporation has the
power to indemnify directors and officers under certain prescribed circumstances
against expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred in connection with an action or
proceeding, whether civil, criminal, administrative or investigative, to which
any of them is a party by reason of his being a representative, director or
officer of the corporation or serving at the request of the corporation as a
representative of another corporation, partnership, joint venture, trust or
other enterprise, if he acted in good faith and in a manner he reasonably
believed to be in, or not opposed to, the best interests of the corporation and,
with respect to any criminal proceeding, had no reasonable cause to believe his
conduct was unlawful. Under Section 1743, indemnification is mandatory to the
extent that the officer or director has been successful on the merits or
otherwise in defense of any action or proceeding if the appropriate standards of
conduct are met.
Section 1742 provides for indemnification in derivative actions except in
respect of any claim, issue or matter as to which the person has been adjudged
to be liable to the corporation unless and only to the extent that the proper
court determines upon application that, despite the adjudication of liability
but in view of all the circumstances of the case, the person is fairly and
reasonably entitled to indemnity for the expenses that the court deems proper.
Section 1744 provides that, unless ordered by a court, any indemnification
under Section 1741 or 1742 shall be made by the corporation only as authorized
in the specific case upon a determination that the representative met the
applicable standard of conduct, and such determination will be made by the board
of directors (i) by a majority vote of a quorum of directors not parties to the
action or proceeding; (ii) if a quorum is not obtainable, or if obtainable and a
majority of disinterested directors so directs, by independent legal counsel; or
(iii) by the shareholders.
Section 1745 provides that expenses incurred by an officer, director,
employee or agent in defending a civil or criminal action or proceeding may be
paid by the corporation in advance of the final disposition of such action or
proceeding upon receipt of an undertaking by or on behalf of such person to
repay such amount if it shall ultimately be determined that he or she is not
entitled to be indemnified by the corporation.
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<PAGE>
Section 1746 provides generally that, except in any case where the act or
failure to act giving rise to the claim for indemnification is determined by a
court to have constituted willful misconduct or recklessness, the
indemnification and advancement of expenses provided by Subchapter 17D of the
BCL shall not be deemed exclusive of any other rights to which a person seeking
indemnification or advancement of expenses may be entitled under any bylaw,
agreement, vote of shareholders or disinterested directors or otherwise, both as
to action in his or her official capacity and as to action in another capacity
while holding that office.
Section 1747 grants to a corporation the power to purchase and maintain
insurance on behalf of any director or officer against any liability incurred by
him or her in his or her capacity as officer or director, whether or not the
corporation would have the power to indemnify him or her against the liability
under Subchapter 17D of the BCL.
Section 1748 and 1749 extend the indemnification and advancement of
expenses provisions contained in Subchapter 17D of the BCL to successor
corporations in fundamental changes and to representatives serving as
fiduciaries of employee benefit plans.
Section 1750 provides that the indemnification and advancement of expenses
provided by, or granted pursuant to, Subchapter 17D of the BCL, shall, unless
otherwise provided when authorized or ratified, continue as to a person who has
ceased to be a director, officer, employee or agent and shall inure to the
benefit of the heirs and personal representative of such person.
The Company's Bylaws provide in general that the Company shall indemnify
its officers and directors to the fullest extent authorized by law.
Item 7. Exemption from Registration Claimed
- --------------------------------------------
Not Applicable.
Item 8. Exhibits
- -----------------
The following exhibits are filed as part of this Registration Statement
or, where so indicated, have been previously filed and are incorporated herein
by reference.
Exhibit No. Description
- ----------- -----------
5.1 Opinion of Counsel regarding legality.
10.1 Amended and Restated Employee Stock Option Plan*
23.1 Consent of KPMG Peat Marwick LLP.
23.2 Consent of Counsel (included as part of Exhibit 5.1).
24.1 Power of Attorney (included on pages 7 and 8)
* Incorporated by reference to the Company's Quarterly Report on Form 10Q for
the period ended March 31, 1997.
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<PAGE>
Item 9. Undertakings
- ---------------------
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement;
(i) To include any prospectus required by section 10(a)(3) of the
Securities Act of 1933, as amended:
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the Registration
Statement;
(iii) 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;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply
if the registration statement is on Form S-3 or S-8 and the information required
to be included in a post-effective amendment by those paragraphs is contained in
periodic reports filed by the registrant pursuant to section 13 or section 15(d)
of the Securities Exchange Act of 1934, as amended, that are incorporated by
reference in the Registration Statement.
(2) That for the purpose of determining any liability under the
Securities Act of 1933, as amended, each such post-effective amendment 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.
(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.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, as amended, each
filing of the registrant's annual report pursuant to section 13(a) or section
15(d) of the Securities Exchange Act of 1934, as amended (and, where applicable,
each filing of an employee benefit plan's annual report pursuant to section
15(d) of the Securities Exchange Act of 1934, as amended) that is incorporated
by reference in the 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.
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<PAGE>
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, 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 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 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.
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<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 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 Kennett Square, Pennsylvania, on the date indicated.
Date: September 9, 1997 GENESIS HEALTH VENTURES, INC.
By: /s/ Michael R. Walker
--------------------------------------
Michael R. Walker,
Chairman, Chief Executive Officer and
Director
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Michael R. Walker and Richard R. Howard and each
of them, his true and lawful attorneys-in-fact and agents, with full power of
substitution of 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
documentation in connection therewith, 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 their substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated.
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<CAPTION>
Name Capacity Date
- ---- -------- ----
<S> <C> <C>
/s/ Michael R. Walker
- ---------------------------- Chairman, Director and Chief September 9, 1997
Michael R. Walker Executive Officer
/s/ Richard R. Howard
- ---------------------------- President, Chief Operating September 9, 1997
Richard R. Howard Officer and Director
/s/ George V. Hager, Jr.
- ---------------------------- Senior Vice President and September 9, 1997
George V. Hager, Jr. Chief Financial Officer
/s/ James V. McKeon
- ---------------------------- Vice President and September 9, 1997
James V. McKeon Corporate Controller
</TABLE>
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<PAGE>
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<CAPTION>
Name Capacity Date
- ---- -------- ----
<S> <C> <C>
/s/ Allen R. Freedman
- ---------------------------- Director September 9, 1997
Allen R. Freedman
/s/ Roger C. Lipitz
- ---------------------------- Director September 9, 1997
Roger C. Lipitz
/s/ Alan B. Miller
- ---------------------------- Director September 9, 1997
Alan B. Miller
/s/ Samuel H. Howard
- ---------------------------- Director September 9, 1997
Samuel H. Howard
/s/ Stephen E. Luongo
- ---------------------------- Director September 9, 1997
Stephen E. Luongo
/s/ Fred F. Nazem
- ---------------------------- Director September 9, 1997
Fred Nazem
</TABLE>
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<PAGE>
EXHIBIT 5.1
[LETTERHEAD OF BLANK ROME COMISKY & McCAULEY]
September 9, 1997
Genesis Health Ventures, Inc.
148 West State Street
Kennett Square, PA 19348
Gentlemen:
We have acted as counsel to Genesis Health Ventures, Inc. (the "Company") in
connection with the preparation of the Registration Statement on Form S-8
("Registration Statement") to be filed by the Company with the Securities and
Exchange Commission under the Securities Act of 1933, as amended, relating to
the offer of up to 750,000 shares of common stock, par value $.02 per share
("Common Stock"), by the Company pursuant to the Company's Amended and
Restated Employee Stock Option Plan (the "Plan"). This opinion is furnished
pursuant to the requirement of Item 601(b)(5) of Regulation S-K.
Although as counsel to the Company we have advised the Company in connection
with a variety of matters referred to us by it, our services are limited to
specific matters so referred. Consequently, we may not have knowledge of many
transactions in which the Company has engaged or its day-to-day operations.
In rendering this opinion, we have examined the following documents: (i) the
Company's Articles of Incorporation and Bylaws, as amended and restated since
the inception of the Company, (ii) the Company's Minute Books; (iii) the
Registration Statement; and (iv) a certification from the Company's transfer
agent. We have assumed and relied, as to questions of fact and mixed questions
of law and fact, on the truth, completeness, authenticity and due authorization
of all documents and records examined and the genuineness of all signatures.
We have not made any independent investigation in rendering this opinion other
than the document examination described. Our opinion is therefore qualified in
all respects by the scope of that document examination. We make no
representation as to the sufficiency of our investigation for your purposes.
This opinion is limited to the laws of the Commonwealth of Pennsylvania. In
rendering this opinion we have assumed (i) compliance with all other laws,
including federal laws and (ii) compliance with all Pennsylvania securities and
antitrust laws.
Based upon and subject to the foregoing, we are of the opinion that:
The shares of Common Stock of the Company which are being offered by the Company
pursuant to the Registration Statement, when sold in the manner and for the
consideration contemplated by the Registration Statement, will be legally
issued, fully paid and non-assessable.
<PAGE>
This opinion is given as of the date hereof. We assume no obligation to update
or supplement this opinion to reflect any facts or circumstances which may
hereafter come to our attention or any changes in laws which may hereafter
occur.
This opinion is strictly limited to the matters stated herein and no other or
more extensive opinion is intended, implied or to be inferred beyond the matters
expressly stated herein.
Based upon and subject to the foregoing, we are of the opinion that the shares
of Common Stock are legally issued, fully paid and non-assessable.
We consent to the filing of this opinion as an exhibit to the Registration
Statement and to the reference to us under "Item 5. Interests of Named Experts
and Counsel" in the Registration Statement.
Sincerely,
BLANK ROME COMISKY & McCAULEY
<PAGE>
Consent of Independent Auditors
-------------------------------
The Board of Directors
Genesis Health Ventures, Inc.:
We consent to the incorporation by reference in the registration statement on
Form S-8 for the Amended and Restated Employee Stock Option Plan of Genesis
Health Ventures, Inc. of our reports, dated November 20, 1996, relating to the
consolidated balance sheets of Genesis Health Ventures, Inc. and subsidiaries as
of September 30, 1996 and 1995, and the related consolidated statements of
operations, shareholders' equity, and cash flows, and on the related schedule
for each of the years in the three-year period ended September 30, 1996, which
reports appear in the September 30, 1996 annual report on Form 10-K of Genesis
Health Ventures, Inc.
/s/ KPMG Peat Marwick LLP
--------------------------
KPMG Peat Marwick LLP
Philadelphia, Pennsylvania
September 9, 1997
