<PAGE>
As filed with the Securities and Exchange Commission on April 9, 1997.
- --------------------------------------------------------------------------------
REGISTRATION STATEMENT NO. 333-19097
*************************************************************************
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
ON FORM S-8
TO
FORM S-4*
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
Delaware 37-0903482
-------- ----------
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
1250 East Diehl Road, Suite 208
Naperville, Illinois 60563
-------------------- -----
(Address of Principal (Zip Code)
Executive Offices)
GranCare, Inc. Amended and Restated Stock Incentive Plan,
GranCare, Inc. Amended and Restated 1994 Stock Option/Stock Issuance Plan,
GranCare, Inc. Outside Directors Stock Incentive Plan
-----------------------------------------------------
(Full title of the plans)**
Robert W. Horner, III, Esq.
Secretary
One Ravinia Drive, Suite 1240
Atlanta, Georgia 30346
----------------------
(Name and address of agent for service)
(770) 677-7915
--------------
(Telephone number, including area code, of agent for service)
________________________
* Filed as a Post-Effective Amendment on Form S-8 to such Form S-4
Registration Statement (the "Post-Effective Amendment") pursuant to the
provisions of Rule 401(e) promulgated pursuant to the Securities Act of
1933, as amended, and the procedure described herein. This Post-Effective
Amendment pertains to the issuance of up to 176,773 shares of the common
stock, $.01 par value per share, of Vitalink Pharmacy Services, Inc.
("Vitalink") issuable upon the exercise of stock options granted under each
of the plans listed on the cover of this Post-Effective Amendment. See
"INTRODUCTORY STATEMENT NOT FORMING PART OF PROSPECTUS."
** Each such Plan assumed by Vitalink Pharmacy Services, Inc. at the time of
the effectiveness of the merger of GranCare, Inc. into Vitalink Pharmacy
Services, Inc. pursuant to an Amended and Restated Agreement and Plan of
Merger dated as of September 3, 1996.
<PAGE>
INTRODUCTORY STATEMENT NOT FORMING PART OF PROSPECTUS
Vitalink Pharmacy Services, Inc. ("Vitalink") hereby amends its
Registration Statement on Form S-4 (No. 333-19097) (the "Form S-4"), by filing
this Post-Effective Amendment No. 1 on Form S-8 (the "Post-Effective Amendment")
pertaining to up to 176,773 shares of the common stock, $.01 par value per
share, of Vitalink ("Vitalink Common Stock") issuable upon the exercise of stock
options granted under the GranCare, Inc. Amended and Restated Stock Incentive
Plan, the GranCare, Inc. Amended and Restated Stock Option/Stock Issuance Plan,
and the GranCare, Inc. Outside Directors Stock Incentive Program(together, the
"Plans").
Vitalink and GranCare, Inc. ("GranCare") entered into an Amended and
Restated Agreement and Plan of Merger dated as of September 3, 1996 (the "Merger
Agreement") pursuant to which GranCare was merged (the "Merger") into Vitalink
with Vitalink as the surviving corporation. In the Merger, each outstanding
share of common stock, without par value, of GranCare ("GranCare Common Stock")
was converted into 0.478 of a share of Vitalink Common Stock. Upon the
consummation of the Merger, Vitalink assumed the Plans. As a result, upon excise
of options previously granted under the Plans the holder thereof will be
entitled to receive shares of Vitalink Common Stock in lieu of shares of
GranCare Common Stock on the basis provided in the Prospectus constituting a
part of this Post-Effective Amendment.
The designation of the Post-Effective Amendment as Registration No. 333-
19097 denotes that the Post-Effective Amendment relates only to the shares of
Vitalink Common Stock issuable upon exercise of stock options under the Plans
and that this is the first Post-Effective Amendment to the Form S-4 filed with
respect to such shares.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Except as set forth below with respect to Items 4, 6, 7, 8 and 9 of Form S-
8, the contents of Registrant's Annual Report and Form 10-K/A (File No. 1-0-
19820) for fiscal year ended May 31, 1996 containing audited financial
statements for the fiscal year ended May 31, 1996, Forms 10-Q (File No. 1-0-
19820) for the fiscal quarters ended August 31, 1996 and November 30, 1996, the
Registrant's Current Report on Form 8-K (File No. 1-0-19820) dated February 12,
1997, the Registration Statement on Form S-4 (Registration No. 333-19097)
containing the Registrant's latest prospectus filed pursuant to Rule 424(b)
under the Securities Act of 1933, and the description of the Registrant's common
stock appearing in the Registrant's Registration Statement on Form 8-A
(Registration No. 001-12729) filed pursuant to Section 12(b) of the Exchange Act
of 1934 on February 10, 1997 are incorporated by reference into this
Registration Statement.
All documents subsequently filed by the Registrant with the Commission
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), prior to the filing of a post-effective
amendment which indicates that all securities offered have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference in this Registration Statement and to be a part hereof
from the date of filing such documents. Any statement contained in a document
incorporated or deemed to be incorporated by reference herein shall be deemed to
be modified or superseded for purposes of this Registration Statement to the
extent that a statement contained herein or in any other subsequently filed
document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Registration Statement.
Item 4. Description of Securities.
- ------ -------------------------
Not applicable.
Item 6. Indemnification of Officers and Directors.
- ------ -----------------------------------------
Section 145 of the General Corporation Law of the State of Delaware (the
"DGCL") provides, in summary, that directors and officers of Delaware
corporations such as the Registrant are entitled, under certain circumstances,
to be indemnified against all expenses and liabilities (including attorneys'
fees) incurred by them as a result of suits brought against them in their
capacity as a director or officer, if they acted in good faith and in a manner
they
-2-
<PAGE>
reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, if they had
no reasonable cause to believe their conduct was unlawful; provided, that no
indemnification may be made against expenses in respect of any claim, issue or
matter as to which they shall have been adjudged to be liable to the
corporation, unless and only to the extent that the court in which such action
or suit was brought shall determine upon application that despite the
adjudication of liability but in view of all the circumstances of the case, they
are fairly and reasonably entitled to indemnity for such expenses which such
court shall deem proper. Any such indemnification may be made by the corporation
only as authorized in each specific case upon a determination by the
stockholders or disinterested directors that indemnification is proper because
the indemnitee has met the applicable standard of conduct. Article VII of the
Registrant's By-Laws entitles officers, directors and controlling persons of the
Registrant to indemnification to the full extent permitted by Section 145 of
DGCL, as the same may be supplemented or amended from time to time.
Article VII of the Bylaws of Vitalink provides:
INDEMNIFICATION OF
OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS
Section 1. Action, Other Than by or in the Right of the Corporation. The
--------------------------------------------------------
Corporation shall indemnify any person who was or is a party or is threatened to
be made a party to any threatened, pending or completed action, suit or
proceeding or investigation, whether civil, criminal or administrative, and
whether external or internal to the Corporation (other than a judicial action or
suit brought by or in the right of the Corporation) by reason of the fact that
he is or was a director, officer, employee or trustee of the Corporation, or
that, being or having been such a director, officer, employee or trustee, he is
or was serving at the request of the Corporation as a director, officer,
employee, trustee or agent of another corporation, partnership, joint venture,
trust or other enterprise (all such persons being referred to hereafter as an
"Agent"), against expenses (including attorneys' fees), judgements, fines and
amounts paid in settlement actually and reasonably incurred by him in connection
with such action, suit or proceeding, or any appeal therein, 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 action or
proceeding, had no reasonable cause to believe his conduct was unlawful. The
termination of any action, suit or proceeding -- whether by judgment, order,
settlement, conviction, or upon a plea of nolo contendere or its equivalent --
shall not, of itself, create a presumption that the person did not act in good
faith and in a manner which he reasonably believed to be in or not opposed to
the best interests of the Corporation, and, with respect to any criminal action
or proceeding, that he had reasonable cause to believe that his conduct was
unlawful.
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<PAGE>
Section 2. Action, by or in the Right of the Corporation. The Corporation
---------------------------------------------
shall indemnify any person who was or is a party or is threatened to be made a
party to any threatened, pending or completed judicial action or suit brought by
or in the right of the Corporation to procure a judgement in its favor by reason
of the fact that he is or was an Agent (as defined above) against expenses
(including attorneys' fees) actually and reasonably incurred by him in
connection with the defense, settlement or appeal of such action or suit 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, except that no indemnification
shall be made in respect of any claim, issue or matter as to which such person
shall have been adjudged to be liable for gross negligence or misconduct in the
performance of the duty of the Corporation unless and only to the extent that
the Court of Chancery or the court in which such action or suit was brought
shall determine upon application that, despite the adjudication of liability but
in view of all the circumstances of the case, such person is fairly and
reasonably entitled to indemnity for such expenses which the Court of Chancery
or other such court shall deem proper.
Section 3. Determination of Right of Indemnification. Any indemnification
-----------------------------------------
under Section 1 or 2 (unless ordered by a court) shall be made by the
Corporation unless a determination is reasonably and promptly made (i) by the
Board by a majority vote or a quorum consisting of directors who were not
parties to such action, suit or proceeding, or (ii) if such a quorum is not
obtainable, or, even if obtainable, if a quorum of disinterested directors so
directs, by independent legal counsel in a written opinion, or (iii) by the
stockholders, that such person acted in bad faith and in a manner that such
person did not believe to be in or not opposed to the best interests of the
Corporation, or, with respect to any criminal proceeding, that such person
believed or had reasonable cause to believe that his conduct was unlawful.
Section 4. Indemnification Against Expenses of Successful Party.
----------------------------------------------------
Notwithstanding the other provisions of this Article, to the extent that an
Agent has been successful on the merits or otherwise, including the dismissal of
an action without admission of liability, in defense of any proceeding or in
defense of any claim, issue or matter therein, or on appeal from any such
proceeding, action, claim or matter, such Agent shall be indemnified against all
expenses incurred in connection therewith.
Section 5. Advances of Expenses. Except as limited by Section 6 of this
--------------------
Article, expenses incurred in any action, suit, proceeding or investigation or
any appeal therein shall be paid by the Corporation in advance of the final
disposition of such matter, if the Agent shall undertake to repay such amount in
the event that it is ultimately determined, as provided herein, that such person
is not entitled to indemnification. Notwithstanding the foregoing, no advance
shall be made by the Corporation if a determination is reasonably and promptly
made by the Board of Directors by a majority vote of a quorum of disinterested
directors, or (if such a quorum is not obtainable or, even if obtainable, a
quorum of disinterested directors so directs) by in dependent legal counsel in a
written opinion, that, based upon the facts known to the Board or counsel at the
time such determination is made, such person acted in bad faith and in a
-4-
<PAGE>
manner that such person did not believe to be in or not opposed to the best
interests of the Corporation, or, with respect to any criminal proceeding, that
such person believed or had reasonable cause to believe his conduct was
unlawful. In no event shall any advance be made in instances where the Board or
independent legal counsel reasonably determines that such person deliberately
breached his duty to the Corporation or its shareholders.
Section 6. Right of Agent to Indemnification Upon Application; Procedure
-------------------------------------------------------------
Upon Application. Any indemnification under Sections 1, 2, and 4, or advance
- ----------------
under Section 5 of this Article, shall be made promptly, and in any event within
ninety days, upon the written request of the Agent, unless with respect to
applications under Sections 1, 2, and 5, a determination is reasonably and
promptly made by the Board of Directors by a majority vote of a quorum of
disinterested directors that such Agent acted in a manner set forth in such
Sections as to justify the Corporation's not indemnifying or making an advance
to the Agent. In the event no quorum of disinterested directors is obtainable,
the Board of Directors shall promptly direct that independent legal counsel
shall decide whether the Agent acted in the manner set forth in such Sections as
to justify the Corporation's not indemnifying or making an advance to the Agent.
The right to indemnification or advances as granted by this Article shall be
enforceable by the Agent in any court of competent jurisdiction, if the Board or
independent legal counsel denies the claim, in whole or in part, or if no
disposition of such claim is made within ninety days. The Agent's expenses
incurred in connection with successfully establishing his right to
indemnification, in whole or in part, in any such proceeding shall also be
indemnified by the Corporation.
Section 7. Contribution. In order to provide for just and equitable
------------
contribution in circumstances in which the indemnification provided for in this
Article is held by a court of competent jurisdiction to be unavailable to an
indemnitee in whole or in part, the Corporation shall, in such an event, after
taking into account, among other things, contributions by other directors and
officers of the Corporation pursuant to indemnification agreements or otherwise,
and in the absence of personal enrichment, acts of intentional fraud or
dishonesty or criminal conduct on the part of the agent, contribute to the
payment of Agent's losses to the extent that, after other contributions are
taken into account, such losses exceed: (i) in the case of a director of the
Corporation or any of its subsidiaries who is not an officer of the Corporation
or any of such subsidiaries, the amount of fees paid to him for serving as a
director during the 12 months preceding the commencement of the suit, proceeding
or investigation; or (ii) in the case of a director of the Corporation or any of
its subsidiaries who is also an officer of the Corporation or any of such
subsidiaries, the amount set forth in clause (i) plus 5% of the aggregate cash
compensation paid to said director for service in such office(s) during the 12
months preceding the commencement of the suit, proceeding or investigation; or
(iii) in the case of an officer of the Corporation or any of the subsidiaries,
5% of the aggregate cash compensation paid to such officer for service in such
office(s) during the 12 months preceding the commencement of such suit,
proceeding or investigation.
-5-
<PAGE>
Section 8. Other Rights and Remedies. The indemnification provided by
-------------------------
this Article shall not be deemed exclusive of, and shall not affect, any other
rights to which an Agent seeking indemnification may be entitled under any
Bylaws, agreement, vote of stockholders or disinterested directors or otherwise,
both as to action in his official capacity and as to action in another capacity
while holding such office, and shall continue as to a person who has ceased to
be an Agent and shall inure to the benefit of the heirs, executors and
administrators of such a person. All rights to indemnification under this
Article shall be deemed to be provided by a contract between the Corporation and
the Agent who serves in such capacity at any time while these bylaws and other
relevant provisions of the general corporation law and other modification
thereof shall not affect any rights or obligations then existing.
Section 9. Insurance. Upon resolution passed by the Board, the
---------
Corporation may purchase and maintain insurance on behalf of any person who is
or was an Agent against any liability asserted against him and incurred by him
in any such capacity, or arising out of his status as such, whether or not the
Corporation would have the power to indemnify him against such liability under
the provisions of this Article. The Corporation may create a trust fund, grant a
security interest or use other means (including, without limitation, a letter of
credit) to ensure the payment of such sums as may become necessary to effect
indemnification as provided herein.
Section 10. Constituent Corporations. For the purposes of this Article,
------------------------
references to "the Corporation" include all constituent corporations absorbed in
a consolidation or merger as well as the resulting or surviving corporation, so
that any person who is or was a director, officer, employees, or trustee of such
a constituent corporation or who, being or having been such a director, officer
employee or trustee, is or was serving at the request of such constituent
corporation as a director, officer, employee, trustee of another corporation,
partnership, joint venture, trust or other enterprise shall stand in the same
position under the provisions of this Article with respect to the resulting or
surviving corporation as he would if he had served the resulting or surviving
corporation in the same capacity.
Section 11. Other Enterprises, Fines, and Serving at Corporation's
------------------------------------------------------
Request. For purposes of this Article, references to "other enterprises" in
Sections 1 and 7 shall include employee benefit plans; references to "fines"
shall include any excise taxes assessed on a person with respect to any employee
benefit plan; and references to "serving at the request of the Corporation"
shall include any service by Agent as director, officer, employee, trustee or
agent of the Corporation which imposes duties on, or involves services by, such
Agent with respect to any employee benefit plan, its participants, or
beneficiaries; and a person who acted in good faith and in a manner he
reasonably believed to be in the interests of the participants and beneficiaries
of an employee benefit plan shall be deemed to have acted in a manner "not
opposed to the best interests of the Corporation" as referred to in this
Article.
-6-
<PAGE>
Section 12. Savings Clause. If this Article or any portion hereof shall
--------------
be invalidated on any ground by any court of competent jurisdiction, then the
Corporation shall nevertheless indemnify each Agent as to expenses (including
attorneys' fees), judgements, fines and amounts paid in settlement with respect
to any action, suit, appeal, proceeding or investigation, whether civil,
criminal or administrative, and whether internal or external, including a grand
jury proceeding and an action or suit brought by or in the right of the
Corporation, to the full extent permitted by any applicable portion of this
Article that shall not have been invalidated, or by any other applicable law.
The Registrant has entered into separate indemnification agreements with
directors and officers of the Registrant, pursuant to which the Registrant will
indemnify such directors and officers to the fullest extent permitted by
Delaware law, as the same may be amended from time to time.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers or persons controlling the
Registrant pursuant to the foregoing provisions, the Registrant has been
informed 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.
Item 7. Exemptions from Registration Claimed.
------------------------------------
None.
Item 8. Exhibits.
--------
4.1 Agreement and Plan of Merger, dated as of September 3, 1996 (as
amended), between the Registrant and GranCare, Inc. (filed as Annex B
to the Proxy Statement/Prospectus contained in the Registrant's
Registration Statement on Form S-4 (Reg. No. 333-19097) and
incorporated herein by reference).
4.2 Restated Certificate of Incorporation of the Registrant (filed as
Exhibit 3.1 to the Registrant's Registration Statement on Form S-1
(Reg. No. 333-43261) and incorporated herein by reference).
+4.3 Amended and Restated Bylaws of the Registrant.
4.4 Form of Certificate for the Registrant's Common Stock, par value $.01
per share (filed as Exhibit 4.1 of the Registrant's Registration
Statement on Form S-1 (Reg. No. 333-43261) and incorporated herein by
reference).
-7-
<PAGE>
+5 Opinion of Robert W. Horner III, Esq. regarding legality of shares to
be offered.
10.1 GranCare, Inc. Outside Directors Stock Incentive Program (incorporated
by reference to the Annual Report on Form 10-K (File No. 1-1-19571) of
GranCare, Inc. for the year ended December 31, 1995).
10.2 GranCare, Inc. Amended and Restated Stock Incentive Plan (incorporated
by reference to the Registration Statement on Form S-8 of GranCare,
Inc. (Reg. No. 33-47843) filed on May 13, 1992).
10.3 GranCare, Inc. Amended and Restated 1994 Stock Option/Stock Issuance
Plan (incorporated by reference to the Annual Report on Form 10-K
(File No. 1-1-19571) of GranCare, Inc. for the year ended December 31,
1995).
+23.1 Consent of Arthur Andersen LLP.
+23.2 Consent of Ernst & Young LLP.
23.3 Consent of Robert W. Horner, III, Esq. (included in Exhibit 5).
+24.1 Power of Attorney of Stewart Bainum, Jr.
+24.2 Power of Attorney of Gene E. Burleson.
+24.3 Power of Attorney of Joseph R. Buckley.
+24.4 Power of Attorney of Joel S. Kanter.
+24.5 Power of Attorney of James A. MacCutcheon.
+24.6 Power of Attorney of Robert L. Parker.
+24.7 Power of Attorney of James H. Rempe.
+24.8 Power of Attorney of Gary U. Rolle.
+24.9 Power of Attorney of Scott T. Macomber.
______________________
+ Filed herewith.
-8-
<PAGE>
Item 9. Undertaking.
-----------
(a) Rule 415 Offering.
-----------------
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;
(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 Form 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 that are incorporated by reference in the
registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, 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) Filings incorporating subsequent Exchange Act documents by reference.
--------------------------------------------------------------------
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to section 13 (a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
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<PAGE>
Securities Act of 1984) 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.
(c) Request for acceleration of effectiveness or filing of registration
-------------------------------------------------------------------
statement on Form S-8.
---------------------
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
----------
The Registrant. Pursuant to the requirements of the Securities Act of
--------------
1933, the Registrant certifies that it meets all of 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 Naperville,
State of Illinois, on this 9th day of April, 1997.
Vitalink Pharmacy Services, Inc.
By: /s/ Robert W. Horner, III
-------------------------
Robert W. Horner, III
Secretary
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
- --------- ----- ----
* Chairman of the Board of April 9, 1997
- -----------------------
Stewart Bainum, Jr. Director
* Chief Executive Officer April 9, 1997
- -----------------------
Gene E. Burleson and Director
* President and Chief April 9, 1997
- -----------------------
Donna L. DeNardo Operating Officer
* Vice President, Finance & April 9, 1997
- -----------------------
Scott T. Macomber Treasurer (Chief Financial
Officer and Chief Accounting
Officer)
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<PAGE>
* Director April 9, 1997
- -------------------------
Joseph R. Buckley
* Director April 9, 1997
- -------------------------
Joel S. Kanter
* Director April 9, 1997
- -------------------------
James A. MacCutcheon
* Director April 9, 1997
- -------------------------
Robert L. Parker
* Director April 9, 1997
- -------------------------
James H. Rempe
* Director April 9, 1997
- --------------------------
Gary U. Rolle
*By: /s/ Robert W. Horner, III
-------------------------
Robert W. Horner, III
Attorney-in-Fact
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<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Page
Number Description Number
- ------ ----------- ------
<S> <C> <C>
4.1 Agreement and Plan of Merger, dated as of September 3, 1996 (as
amended), between the Registrant and GranCare, Inc. (filed as Annex
B to the Proxy Statement/Prospectus contained in the Registrant's
Registration Statement on Form S-4 (Reg. No. 333-19097) and
incorporated herein by reference).
4.2 Restated Certificate of Incorporation of the Registrant (filed as
Exhibit 3.1 to the Registrant's Registration Statement on Form S-1
(Reg. No. 333-43261) and incorporated herein by reference).
+4.3 Amended and Restated Bylaws of the Registrant.
4.4 Form of Certificate for the Registrant's Common Stock, par value
$.01 per share (filed as Exhibit 4.1 of the Registrant's
Registration Statement on Form S-1 (Reg. No. 333-43261) and
incorporated herein by reference).
+5 Opinion of Robert W. Horner III, Esq. regarding legality of shares
to be offered.
10.1 GranCare, Inc. Outside Directors Stock Incentive Program
(incorporated by reference to the Annual Report on Form 10-K (File
No. 1-1-19571) of GranCare, Inc. for the year ended December 31,
1995).
10.2 GranCare, Inc. Amended and Restated Stock Incentive Plan
(incorporated by reference to the Registration Statement on Form S-8
of GranCare, Inc. (Reg. No. 33-47843) filed on May 13, 1992).
10.3 GranCare, Inc. Amended and Restated 1994 Stock Option/Stock Issuance
Plan (incorporated by reference to the Annual Report on Form 10-K
(File No. 1-1-19571) of GranCare, Inc. for the year ended December
31, 1995).
+23.1 Consent of Arthur Andersen LLP.
</TABLE>
<PAGE>
+23.2 Consent of Ernst & Young LLP.
23.3 Consent of Robert W. Horner, III, Esq. (included in Exhibit 5).
+24.1 Power of Attorney of Stewart Bainum, Jr.
+24.2 Power of Attorney of Gene E. Burleson.
+24.3 Power of Attorney of Joseph R. Buckley.
+24.4 Power of Attorney of Joel S. Kanter.
+24.5 Power of Attorney of James A. MacCutcheon.
+24.6 Power of Attorney of Robert L. Parker.
+24.7 Power of Attorney of James H. Rempe.
+24.8 Power of Attorney of Gary U. Rolle.
+24.9 Power of Attorney of Scott T. Macomber.
______________________
+ Filed herewith.
<PAGE>
Annex A
-------
AMENDED AND RESTATED BYLAWS
OF
VITALINK PHARMACY SERVICES, INC.
(Hereinafter called the "Corporation")
---------------------------
ARTICLE I
OFFICES
Section 1. Office. The registered office of the Corporation shall be
------
in the City of Wilmington, County of New Castle, State of Delaware.
Section 2. Additional Offices. The Corporation may also have offices
------------------
at such other places, both within and without the State of Delaware, as the
Board of Directors may from time to time determine or as the business of the
Corporation may require.
Section 3. Registered Agent. The registered agent of the Corporation
----------------
shall be United States Corporation Company.
ARTICLE II
MEETINGS OF STOCKHOLDERS
Section 1. Time and Place. Meetings of stockholders for any purpose
--------------
may be held at such time and place, within or without the State of Delaware, as
the Board of Directors may fix from time to time and as shall be stated in the
notice of the meeting or in a duly executed waiver of notice thereof.
Section 2. Annual Meeting. Annual meetings of stockholders shall be
--------------
held on any date in the month of September or October in each year at 9:00 A.M.
<PAGE>
or at such other time and such date and time as shall be designated, from time
to time, by the Board of Directors and stated in the notice of the meeting. At
such annual meeting, the stockholders shall elect a board of directors and
transact such other business as may properly be brought before the meeting.
Section 3. Notice of Annual Meeting. Written notice of the annual
------------------------
meeting stating the place, date and time thereof shall be given to each
stockholder entitled to vote at such meeting not less than 10 nor more than 50
days prior to the meeting.
Section 4. List of Stockholders. The officer in charge of the stock
--------------------
ledger of the Corporation or the transfer agent shall prepare and make, at least
10 days before every meeting of stockholders, a complete list of the
stockholders entitled to vote at the meeting, arranged in alphabetical order,
and showing the address of each stockholder and the number of shares registered
in the name of each stockholder. Such list shall be open to the examination of
any stockholder, for any purpose germane to the meeting, during ordinary
business hours, for a period of at least 10 days prior to the meeting, either at
a place within the city where the meeting is to be held (other than the place of
the meeting), which place shall be specified in the notice of the meeting, or,
if not so specified, at the place where the meeting is to be held. The list
shall also be produced and kept at the time and place of the meeting during the
whole time thereof, and may be inspected by any stockholder who is present.
Section 5. Special Meetings. Special meetings of the stockholders,
----------------
for any purpose or purposes, unless otherwise prescribed by statute or by the
Certificate of Incorporation, may be called by the Chairman of the Board or the
Chief Executive Officer or by a majority of the entire Board of Directors; and
shall be called by the Chief Executive Officer or Secretary at the request in
writing of a majority of the Board of Directors. Such request shall state the
purpose or purposes of the proposed meeting.
Section 6. Notice of Special Meeting. Written notice of a special
-------------------------
meeting stating the place, date and time thereof and the purpose or purposes for
which the special meeting is called, shall be given to each stockholder entitled
to vote at such meeting not less than 10 nor more than 50 days prior to the
meeting.
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<PAGE>
Section 7. Presiding Officer; Order of Business.
------------------------------------
Meetings of stockholders shall be presided over by the Chief Executive
Officer, or if he is not present, by the Chairman of the Board, or, if he is not
present, by such person who may have been chosen by the Board of Directors or,
if none of such persons is present, by a chairman to be chosen by the
stockholders owning a majority of the shares of capital stock of the Corporation
issued and outstanding and entitled to vote at the meeting and who are present
in person or by proxy. The Secretary of the Corporation or, if he is not
present, an Assistant Secretary, or if he is not present, such person who may
have been chosen by the Board of Directors, shall act as secretary of meetings
of stockholders, but if none of such persons is present, the stockholders owning
a majority of the shares of capital stock of the Corporation issued and
outstanding and entitled to vote at the meeting and who are present in person or
by proxy shall choose any person present to act as secretary of the meeting.
Section 8. Quorum. The holders of a majority of shares of capital
------
stock of the Corporation issued and outstanding and entitled to vote thereat,
present in person or represented by proxy, shall be necessary to, and shall
constitute a quorum for, the transaction of business at all meetings of the
stockholders, except as otherwise provided by statute or by the Certificate of
Incorporation. If, however, a quorum shall not be present or represented at any
meeting of the stockholders, the stockholders entitled to vote thereat, present
in person or represented by proxy, shall have the power to adjourn the meeting
from time to time, without notice of the adjourned meeting if the time and place
thereof are announced at the meeting at which the adjournment is taken, until a
quorum shall be present or represented. Even if a quorum shall be present or
represented at any meeting of the stockholders, the stockholders entitled to
vote thereat, present in person or represented by proxy, shall have the power to
adjourn the meeting from time to time, without notice of the adjourned meeting
if the time and place thereof are announced at the meeting at which the
adjournment is taken, until a date which is not more than 30 days after the date
of the original meeting. At such adjourned meeting, at which a quorum shall be
present or represented, any business may be transacted which might have been
transacted at the meeting as originally called. If the adjournment is for more
than 30 days or, if after the adjournment a new record date is fixed for the
adjourned meeting, a notice of the adjourned meeting shall be given to each
stockholder of record entitled to vote at the meeting.
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<PAGE>
Section 9. Voting.
------
(a) At any meeting of stockholders, every stockholder having the right
to vote shall be entitled to vote in person or by proxy. Except as otherwise
provided by law or the Certificate of Incorporation, each stockholder of record
shall be entitled to one vote for each share of capital stock registered in his
name on the books of the Corporation.
(b) All elections shall be determined by a plurality vote and, except
as otherwise provided by law or the Certificate of Incorporation, all other
matters shall be determined by a vote of a majority of the shares present or
represented by proxy and actually voting on such other matters.
ARTICLE III
DIRECTORS
Section 1. General Powers; Number; Tenure. The business of the
------------------------------
Corporation shall be managed by its Board of Directors which may exercise all
powers of the Corporation and perform all lawful acts and things as are not by
law, the Certificate of Incorporation or these Bylaws directed or required to be
exercised or performed by the stockholders. The number of directors
constituting the whole Board of Directors shall be not less than 3 nor more than
8. Thereafter, within the limits above specified, the number of directors shall
be determined by the Board of Directors. The directors shall be elected at the
annual meeting of the stockholders, except as provided in Section 2 of this
Article, and each director elected shall hold office until his successor is
elected and shall qualify. Directors need not be stockholders.
Section 2. Vacancies. If any vacancies occur in the Board of
---------
Directors, or if any new directorships are created, they may be filled by a
majority of the directors then in office, although less than a quorum, or by a
sole remaining director. Each director so chosen shall hold office until the
next annual meeting of stockholders and until his successor is duly elected and
shall qualify. If there are no directors in office, any officer or stockholder
may call a special meeting of stockholders in accordance with the provisions of
the Certificate of Incorporation or these Bylaws, at which meeting such
vacancies shall be filled. A vacancy created by the removal of a director by
the stockholders may be filled by the stockholders.
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<PAGE>
Section 3. Removal; Resignation.
--------------------
(a) A director may be removed for cause by the procedure hereinafter
provided. Before any director may be removed for cause, written charges
specifying the alleged cause, signed by at least one director, shall be filed
with the Secretary, a copy thereof shall be served on the director charged, and
he shall be given the opportunity, at a meeting of the Board of Directors held
not less than 5 days after such service, to be heard on the subject of such
charges. The affirmative vote of a majority of the entire Board of Directors
shall be necessary to effect such removal.
(b) Any director may resign at any time by giving written notice to
the Board of Directors, the Chairman of the Board or the Chief Executive Officer
of the Corporation. Unless otherwise specified in such written notice, a
resignation shall take effect upon delivery thereof to the Board of Directors or
the designated officer. It shall not be necessary for a resignation to be
accepted before it becomes effective.
Section 4. Place of Meeting. The Board of Directors may hold meetings
----------------
either within or without the State of Delaware.
Section 5. Meetings. Meetings of the Board of Directors may be called
--------
by the Chairman of the Board of Directors, the Chief Executive Officer or a
majority of the Board of Directors on at least 2 days' prior written notice
delivered to each director, either personally or by mail, by facsimile, or by
telegram. The notice shall set forth the time, date, place and purpose of each
such meeting.
Section 6. Quorum. At all meetings of the Board of Directors three-
------
quarters (3/4) of the number of directors then in office shall constitute a
quorum for the transaction of business and the act of a majority of the
directors present at any meeting at which there is a quorum shall be the act of
the Board of Directors, except as may be otherwise specifically provided by law
or the Certificate of Incorporation or these Bylaws. If a quorum is not present
at any meeting of the Board of Directors, the directors present may adjourn the
meeting, from time to time, without notice other than announcement at the
meeting, until a quorum shall be present.
Section 7. Compensation. Directors shall be entitled to such
------------
compensation for their services as directors and to such reimbursement for any
reasonable expenses incurred in attending directors' meetings as may from time
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<PAGE>
to time be fixed by the Board of Directors. The compensation of directors may
be on such basis as is determined by the Board of Directors. Any director may
waive compensation for any meeting. Any director receiving compensation under
these provisions shall not be barred from serving the Corporation in any other
capacity and receiving reasonable compensation for such other services.
Section 8. Action by Consent. Any action required or permitted to be
-----------------
taken at any meeting of the Board of Directors may be taken without a meeting if
a written consent to such action is signed by all members of the Board of
Directors and such written consent is filed with the minutes of the proceedings.
ARTICLE IV
COMMITTEES
Section 1. Committees. The Board of Directors, by resolutions
----------
adopted by a majority of the whole Board, may appoint such committee or
committees as it shall deem advisable and with such functions and duties as the
Board of Directors shall prescribe.
Section 2. Vacancies; Changes; Discharge. The Board of Directors
-----------------------------
shall have the power at any time to fill vacancies in, to change the membership
of, and to discharge any such committee.
Section 3. Compensation. Members of any committee shall be entitled
------------
to such compensation for their services as members of any such committee and to
such reimbursement for any reasonable expenses incurred in attending committee
meetings as may from time to time be fixed by the Board of Directors. Any
member may waive compensation for any meeting.
Section 4. Action by Consent. Any action required or permitted to be
-----------------
taken at any meeting of any committee of the Board of Directors may be taken
without a meeting if a written consent to such action is signed by all members
of the committee and such written consent is filed with the minutes of its
proceedings.
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<PAGE>
ARTICLE V
NOTICES
Section 1. Form; Delivery. Whenever, under the provisions of law, the
--------------
Certificate of Incorporation or these Bylaws, notice is required to be given to
any director or stockholder, it shall not be construed to mean personal notice
unless otherwise specifically provided, but such notice may be given in writing,
by mail, addressed to such director or stockholder, at his address as it appears
on the records of the Corporation, with postage thereon prepaid. Notice to a
director may also be given personally or by facsimile or telegram sent to his
address as it appears on the records of the Corporation. Notice given by mail
shall be deemed given three business days following the deposit of a notice in
the United States mail; notice given via personal delivery shall be deemed given
when actually received; notice given by telecopy shall be deemed given upon
receipt of a machine-generated confirmation of successful completion of
transmission of the telecopy message and notice delivered via overnight courier
will be deemed delivered the following business day.
Section 2. Waiver. Whenever any notice is required to be given under
------
the provisions of law, the Certificate of Incorporation or these Bylaws, a
written waiver thereof, signed by the person or persons entitled to said notice,
whether before or after the time stated therein, shall be deemed to be
equivalent to such notice. In addition, any stockholder who attends a meeting
of stockholders in person, or is represented at such meeting by proxy, without
protesting prior to the commencement of the meeting the lack of notice thereof
to him, or any director who attends a meeting of the Board of Directors without
protesting, prior to the commencement of the meeting, such lack of notice, shall
be conclusively deemed to have waived notice of such meeting.
ARTICLE VI
OFFICERS
Section 1. Designations. The officers of the Corporation shall be
------------
chosen by the Board of Directors and shall be a Chairman of the Board, a Chief
Executive Officer, a President, a Secretary and a Treasurer. The Board of
Directors may also choose one or more Executive or Senior Vice Presidents, one
or more additional vice presidents, one or more assistant secretaries and
assistant treasurers, and such other officers and agents as it shall deem
-7-
<PAGE>
necessary. All officers of the Corporation shall hold their offices for such
terms and shall exercise such power and perform such duties as shall from time
to time be determined by the Board of Directors. Any number of offices may be
held by the same person, unless the Certificate of Incorporation or these Bylaws
otherwise provide.
Section 2. Term of Office; Removal. The Board of Directors at its
-----------------------
first meeting after each annual meeting of stockholders shall choose a Chairman,
a Chief Executive Officer, a President, a Secretary and a Treasurer and such
other officers as the Board of Directors shall deem appropriate. The officers
of the Corporation shall hold office until their successors are chosen and shall
qualify. Any officer elected or appointed by the Board of Directors may be
removed, with or without cause, at any time by the affirmative vote of a
majority of the directors then in office. Such removal shall not prejudice the
contract rights, if any, of the person so removed. Any vacancy occurring in any
office of the Corporation may be filled for the unexpired portion of the term by
the Board of Directors.
Section 3. Compensation. The salaries of all officers of the
------------
Corporation shall be fixed by the Board of Directors.
Section 4. The Chairman of the Board. The Chairman shall preside at
-------------------------
all meetings of the Board of Directors which he shall attend.
Section 5. (a) The Chief Executive Officer. The Chief Executive
---------------------------
Officer shall have general charge of the business and affairs of the Corporation
subject to the policies of the Board of Directors. It shall be the Chief
Executive Officer's duty to attend to the business of the Corporation and
maintain strict supervision over all of its affairs and interests. The Chief
Executive Officer shall keep the Board of Directors fully advised about the
affairs and conditions of the Corporation, and shall manage and operate the
business of the Corporation pursuant to and in accordance with such policies as
may be prescribed from time to time by the Board of Directors. The Chief
Executive Officer shall, subject to the approval of the Board, hire and fix the
compensation of all employees and agents of the Corporation (other than the
officers listed in this Article VI, unless such power is delegated to the Chief
Executive Officer by the Board of Directors), and any persons thus hired shall
be removable at the Chief Executive Officer's pleasure. Unless the Board of
-8-
<PAGE>
Directors by resolution shall otherwise provide, the Chief Executive Officer may
delegate in writing such of the Chief Executive Officer's powers as the Chief
Executive Officer deems appropriate to other officers, employees, and agents of
the Corporation. The Chief Executive Officer shall preside at all meetings of
the stockholders. The Chief Executive Officer shall have and exercise direct
charge of the general supervision of all business and affairs of the Corporation
and subject to the control of the Board of Directors shall perform all duties
incident to the office of the Chief Executive Officer of a corporation, and such
other duties as may be assigned by the Board of Directors.
(b) Unless otherwise prescribed by the Board of Directors, the Chief
Executive Officer shall have full power and authority on behalf of the
Corporation to attend, act and vote at any meeting of security holders of other
corporations in which the Corporation may hold securities. At such meeting, the
Chief Executive Officer shall possess and may exercise any and all rights and
powers incident to the ownership of such securities which the Corporation might
have possessed and exercised if it had been present. The Board of Directors may
from time to time confer like powers upon any other person or persons.
Section 6. The President. The President shall be the Chief Operating
-------------
Officer of the Corporation and shall perform all duties incident to the office
of the President, subject to the direction of the Chief Executive Officer and
the Board of Directors.
Section 7. The Vice Presidents. The Vice President (or in the event
-------------------
there be more than one, the Vice Presidents in the order designated, or in the
absence of any designation, then in the order of their election) shall, in the
absence of the President or in the event of his disability, perform the duties
and exercise the powers of the President and shall generally assist the Chief
Executive Officer and the President and perform such other duties and have such
other powers as may from time to time be prescribed by the Chief Executive
Officer and the Board of Directors.
Section 8. The Secretary. The Secretary shall attend all meetings of
-------------
the Board of Directors and all meetings of stockholders and record all votes and
the proceedings of the meetings in a book to be kept for that purpose and shall
perform like duties for committees, if required. He shall give, or cause to be
given, notice of all meetings of stockholders and special meetings of the Board
of Directors, and shall perform such other duties as may from time to time be
-9-
<PAGE>
prescribed by the Chief Executive Officer and the Board of Directors. He shall
have custody of the seal of the Corporation and he, or an Assistant Secretary,
shall have authority to affix the same to any instrument requiring it and, when
so affixed, the seal may be attested by his signature or by the signature of
such Assistant Secretary. The Board of Directors may give general authority to
any other officer to affix the seal of the Corporation and to attest the
affixing thereof by his signature.
Section 9. The Assistant Secretary. The Assistant Secretary (or in
-----------------------
the event there be more than one, the Assistant Secretaries in the order
designated, or in the absence of any designation, then in the order of their
election) shall, in the absence of the Secretary or in the event of his
disability, perform the duties and exercise the powers of the Secretary and
shall perform such other duties and have such other powers as may from time to
time be prescribed by the Chief Executive Officer and the Board of Directors.
Section 10. The Treasurer. The Treasurer shall have the custody of
-------------
the corporate funds and other valuable effects, including securities, and shall
keep full and accurate accounts of receipts and disbursements in books belonging
to the Corporation and shall deposit all moneys and other valuable effects in
the name and to the credit of the Corporation in such depositories as may from
time to time be designated by the Board of Directors. He shall disburse the
funds of the Corporation as may be ordered by the Chief Executive Officer and
the Board of Directors, taking proper vouchers for such disbursements, and shall
render to the Chief Executive Officer at annual meetings of the Board, or
whenever he may require it, an account of all of the Treasurer's transactions as
Treasurer and of the financial condition of the Corporation. The Treasurer
shall have such other duties and have such other powers as may from time to time
be prescribed by the Chief Executive Officer and the Board of Directors.
Section 11. The Assistant Treasurer. The Assistant Treasurer (or in
-----------------------
the event there shall be more than one, the Assistant Treasurers in the order
designated, or in the absence of any designation, then in the order of their
election) shall, in the absence of the Treasurer or in the event of his
disability, perform the duties and exercise the powers of the Treasurer and
shall perform such other duties and have such other powers as may from time to
time be prescribed by the Chief Executive Officer and the Board of Directors.
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<PAGE>
ARTICLE VII
INDEMNIFICATION OF
OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS
Section 1. Action, Other Than by or in the Right of the Corporation.
--------------------------------------------------------
The Corporation shall indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding or investigation, whether civil, criminal or administrative,
and whether external or internal to the Corporation (other than a judicial
action or suit brought by or in the right of the Corporation) by reason of the
fact that he is or was a director, officer, employee or trustee of the
Corporation, or that, being or having been such a director, officer, employee or
trustee, he is or was serving at the request of the Corporation as a director,
officer, employee, trustee or agent of another corporation, partnership, joint
venture, trust or other enterprise (all such persons being referred to hereafter
as an "Agent"), against expenses (including attorneys' fees), judgments, fines
and amounts paid in settlement actually and reasonably incurred by him in
connection with such action, suit or proceeding, or any appeal therein, 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 action or proceeding, had no reasonable cause to believe his conduct
was unlawful. The termination of any action, suit or proceeding -- whether by
judgment, order, settlement, conviction, or upon a plea of nolo contendere or
---- ----------
its equivalent -- shall not, of itself, create a presumption that the person did
not act in good faith and in a manner which he reasonably believed to be in or
not opposed to the best interests of the Corporation, and, with respect to any
criminal action or proceeding, that he had reasonable cause to believe that his
conduct was unlawful.
Section 2. Action, by or in the Right of the Corporation. The
---------------------------------------------
Corporation shall indemnify any person who was or is a party or is threatened to
be made a party to any threatened, pending or completed judicial action or suit
brought by or in the right of the Corporation to procure a judgment in its favor
by reason of the fact that he is or was an Agent (as defined above) against
expenses (including attorneys' fees) actually and reasonably incurred by him in
connection with the defense, settlement or appeal of such action or suit 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, except that no indemnification
shall be made in respect of any claim, issue or matter as to which such person
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<PAGE>
shall have been adjudged to be liable for gross negligence or misconduct in the
performance of his duty to the Corporation unless and only to the extent that
the Court of Chancery or the court in which such action or suit was brought
shall determine upon application that, despite the adjudication of liability but
in view of all the circumstances of the case, such person is fairly and
reasonably entitled to indemnity for such expenses which the Court of Chancery
or other such court shall deem proper.
Section 3. Determination of Right of Indemnification. No
-----------------------------------------
indemnification under Section 1 or 2 of this Article VII (unless ordered by a
court) shall be made by the Corporation unless a determination is reasonably and
promptly made (i) by the Board by a majority vote of directors who were not
parties to such action, suit or proceedings, even though less than a quorum or
(ii) if there are no such directors or if such directors so direct, by
independent legal counsel in a written opinion, or (iii) by the stockholders,
that such person did not act in good faith and in a manner that such person
reasonably believed to be in or not opposed to the best interests of the
Corporation, or, with respect to any criminal proceeding, that such person
believed or had reasonable cause to believe that his conduct was unlawful.
Section 4. Indemnification Against Expenses of Successful Party.
----------------------------------------------------
Notwithstanding the other provisions of this Article, to the extent that an
Agent has been successful on the merits or otherwise, including the dismissal of
an action without prejudice or the settlement of an action without admission of
liability, in defense of any proceeding or in defense of any claim, issue or
matter therein, or on appeal from any such proceeding, action, claim or matter,
such Agent shall be indemnified against all expenses incurred in connection
therewith.
Section 5. Advances of Expenses. Except as limited by Section 6 of
--------------------
this Article, expenses incurred in defending any civil, criminal, administrative
or investigative action, suit or proceeding or investigation or any appeal
therein shall be paid by the Corporation in advance of the final disposition of
such matter, if the Agent shall undertake to repay such amount in the event that
it is ultimately determined, as provided herein, that such person is not
entitled to indemnification. Notwithstanding the foregoing, no advance shall be
made by the Corporation if a determination is reasonably and promptly made by
the Board of Directors by a majority vote of disinterested directors, or (if
there are no such directors or such directors so direct) by independent legal
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<PAGE>
counsel in a written opinion, that, based upon the facts known to the Board or
counsel at the time such determination is made, such person did not act in good
faith and in a manner that such person believed to be in or not opposed to the
best interests of the Corporation, or, with respect to any criminal proceeding,
that such person believed or had reasonable cause to believe his conduct was
unlawful. In no event shall any advance be made in instances where the Board or
independent legal counsel reasonably determines that such person deliberately
breached his duty to the Corporation or its shareholders.
Section 6. Right of Agent to Indemnification Upon Application;
---------------------------------------------------
Procedure Upon Application. Any indemnification under Sections 1, 2, and 4, or
- --------------------------
advance under Section 5 of this Article, shall be made promptly, and in any
event within ninety days, upon the written request of the Agent, unless with
respect to applications under Sections 1, 2, and 5, a determination is
reasonably and promptly made by the Board of Directors by a majority vote of
disinterested directors that such Agent acted in a manner set forth in such
Sections as to justify the Corporation's not indemnifying or making an advance
to the Agent. In the event there are no such disinterested directors, the Board
of Directors shall promptly direct that independent legal counsel shall decide
whether the Agent acted in the manner set forth in such Sections as to justify
the Corporation's not indemnifying or making an advance to the Agent. The right
to indemnification or advances as granted by this Article shall be enforceable
by the Agent in any court of competent jurisdiction, if the Board or independent
legal counsel denies the claim, in whole or in part, or if no disposition of
such claim is made within ninety days. The Agent's expenses incurred in
connection with successfully establishing his right to indemnification, in whole
or in part, in any such proceeding shall also be indemnified by the Corporation.
Section 7. Contribution. In order to provide for just and equitable
------------
contribution in circumstances in which the indemnification provided for in this
Article is held by a court of competent jurisdiction to be unavailable to an
indemnitee in whole or in part, the Corporation shall, in such an event, after
taking into account, among other things, contributions by other directors and
officers of the Corporation pursuant to indemnification agreements or otherwise,
and in the absence of personal enrichment, acts of intentional fraud or
dishonesty or criminal conduct on the part of the Agent, contribute to the
payment of Agent's losses to the extent that, after other contributions are
taken into account, such losses exceed: (i) in the case of a director of the
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<PAGE>
Corporation or any of its subsidiaries who is not an officer of the Corporation
or any of such subsidiaries, the amount of fees paid to him for serving as a
director during the 12 months preceding the commencement of the suit, proceeding
or investigation; or (ii) in the case of a director of the Corporation or any of
its subsidiaries who is also an officer of the Corporation or any of such
subsidiaries, the amount set forth in clause (i) plus 5% of the aggregate cash
compensation paid to said director for service in such office(s) during the 12
months preceding the commencement of the suit, proceeding or investigation; or
(iii) in the case of an officer of the Corporation or any of the subsidiaries,
5% of the aggregate cash compensation paid to such officer for service in such
office(s) during the 12 months preceding the commencement of such suit,
proceeding or investigation.
Section 8. Other Rights and Remedies. The indemnification provided by
-------------------------
this Article shall not be deemed exclusive of, and shall not affect, any other
rights to which an Agent seeking indemnification may be entitled under any
Bylaws, agreement, vote of stockholders or disinterested directors or otherwise,
both as to action in his official capacity and as to action in another capacity
while holding such office, and shall continue as to a person who has ceased to
be an Agent and shall inure to the benefit of the heirs, executors and
administrators of such a person. All rights to indemnification under this
Article shall be deemed to be provided by a contract between the Corporation and
the Agent who serves in such capacity at any time while these Bylaws and other
relevant provisions of the general corporation law and other applicable law, if
any, are in effect. Any repeal or modification thereof shall not affect any
rights or obligations then existing.
Section 9. Insurance. Upon resolution passed by the Board, the
---------
Corporation may purchase and maintain insurance on behalf of any person who is
or was an Agent against any liability asserted against him and incurred by him
in any such capacity, or arising out of his status as such, whether or not the
Corporation would have the power to indemnify him against such liability under
the provisions of this Article. The Corporation may create a trust fund, grant
a security interest or use other means (including, without limitation, a letter
of credit) to ensure the payment of such sums as may become necessary to effect
indemnification as provided herein.
Section 10. Constituent Corporations. For the purposes of this
------------------------
Article, references to "the Corporation" include all constituent corporations
absorbed in a consolidation or merger as well as the resulting or surviving
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<PAGE>
corporation, so that any person who is or was a director, officer, employee, or
trustee of such a constituent corporation or who, being or having been such a
director, officer, employee or trustee, is or was serving at the request of such
constituent corporation as a director, officer, employee, trustee of another
corporation, partnership, joint venture, trust or other enterprise shall stand
in the same position under the provisions of this Article with respect to the
resulting or surviving corporation as he would if he had served the resulting or
surviving corporation in the same capacity.
Section 11. Other Enterprises, Fines, and Serving at Corporation's
------------------------------------------------------
Request. For purposes of this Article, references to "other enterprises" in
- -------
Sections 1 and 7 shall include employee benefit plans; references to "fines"
shall include any excise taxes assessed on a person with respect to any employee
benefit plan; and references to "serving at the request of the Corporation"
shall include any service by Agent as director, officer, employee, trustee or
agent of the Corporation which imposes duties on, or involves services by, such
Agent with respect to any employee benefit plan, its participants, or
beneficiaries; and a person who acted in good faith and in a manner he
reasonably believed to be in the interests of the participants and beneficiaries
of an employee benefit plan shall be deemed to have acted in a manner "not
opposed to the best interests of the Corporation" as referred to in this
Article.
Section 12. Savings Clause. If this Article or any portion hereof
--------------
shall be invalidated on any ground by any court of competent jurisdiction, then
the Corporation shall nevertheless indemnify each Agent as to expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement
with respect to any action, suit, appeal, proceeding or investigation, whether
civil, criminal or administrative, and whether internal or external, including a
grand jury proceeding and an action or suit brought by or in the right of the
Corporation, to the full extent permitted by any applicable portion of this
Article that shall not have been invalidated, or by any other applicable law.
ARTICLE VIII
STOCK CERTIFICATES
Section 1. Form; Signatures.
----------------
(a) Every holder of stock in the Corporation shall be entitled to have
a certificate, signed by the Chief Executive Officer or the President and the
-15-
<PAGE>
Treasurer or an Assistant Treasurer or the Secretary or an Assistant Secretary
of the Corporation, exhibiting the number, and class (and series, if any), of
shares owned by him, and bearing the seal of the Corporation. Such seal may be
a facsimile. Where a certificate is manually signed (i) by transfer agent other
than the Corporation or its employee or (ii) by a registrar other than the
Corporation or its employee, the signature of any such officer may be a
facsimile. In case any officer who has signed, or whose facsimile signature was
placed on, a certificate shall have ceased to be such officer before such
certificate is issued, it may nevertheless be issued by the Corporation with the
same effect as if he were such officer at the date of its issue.
(b) All stock certificates representing shares of capital stock which
are subject to restrictions on transfer or to other restrictions, may have
imprinted thereon a notation to such effect, as shall be determined by the Board
of Directors.
Section 2. Registration of Transfer. Upon surrender to the
------------------------
Corporation or any transfer agent of the Corporation of a certificate for shares
duly endorsed or accompanied by proper evidence of succession, assignment or
authority to transfer, it shall be the duty of the Corporation or its transfer
agent to issue a new certificate to the person entitled thereto, to cancel the
old certificate and to record the transaction upon its books.
Section 3. Registered Stockholders.
-----------------------
(a) Except as otherwise provided by law, the Corporation shall be
entitled to recognize the exclusive right of a person who is registered on its
books as the owner of shares of capital stock to receive dividends or other
distributions and to vote as such owner, a person who is registered on its books
as the owner of shares of its capital stock. The Corporation shall not be bound
to recognize any equitable or legal claim to or interest in such shares on the
part of any other person.
(b) Stockholders are responsible for giving written notice to the
Corporation or the transfer agent and registrar, if any, of any change or name
or address, and failure to do so shall relieve the Corporation, its directors,
officers and agents, and its transfer agent and registrar, if any, of liability
for failure to send notices or pay dividends or other distributions to a name or
-16-
<PAGE>
address other than the name or address appearing on the stock ledger maintained
by the Corporation or by the transfer agent and registrar, if any.
Section 4. Record Date. In order that the Corporation may determine
-----------
the stockholders of record who are entitled to notice of or vote at any meeting
of stockholders or any adjournment thereof, or entitled to receive payment of
any dividend, or to make a determination of the stockholders of record for any
other proper purpose, the Board of Directors may, in advance, fix a date as the
record date for any such determination. Such date shall not be more than 60 nor
less than 10 days before the date of such meeting, nor more than 60 days prior
to the date of any other action. A determination of stockholders of record
entitled to notice of or to vote at a meeting of stockholders shall apply to any
adjournment of the meeting; provided, however, that the Board of Directors may
fix a new record date for the adjourned meeting.
Section 5. Lost, Stolen or Destroyed Certificates. The Board of
--------------------------------------
Directors may direct a new certificate to be issued in place of any certificate
theretofore issued by the Corporation which is claimed to have been lost, stolen
or destroyed, upon the making of an affidavit of that fact by the person
claiming the certificate of stock to be lost, stolen or destroyed. When
authorizing such issue of a new certificate, the Board of Directors may, in its
discretion and as a condition precedent to the issuance thereof, require the
owner of such lost, stolen or destroyed certificate, or his legal
representative, to advertise the same in such manner as it shall require and/or
to give the Corporation a bond in such sum as it may direct as indemnity against
any claim that may be made against the Corporation with respect to the
certificate claimed to have been lost, stolen or destroyed.
ARTICLE IX
GENERAL PROVISIONS
Section 1. Dividends. Subject to the provisions of the Certificate of
---------
Incorporation, dividends upon the outstanding capital stock of the Corporation
may be declared by the Board of Directors at any meeting, pursuant to law, and
may be paid in cash, in property, or in shares of the Corporation's capital
stock.
Section 2. Reserves. The Board of Directors shall have full power,
--------
subject to the provisions of law and the Certificate of Incorporation, to
determine whether any, and, if so, what part, of the funds legally available for
-17-
<PAGE>
the payment of dividends shall be declared as dividends and paid to the
stockholders of the Corporation. The Board of Directors may fix a sum which may
be set aside or reserved over and above the paid-in capital of the Corporation
for working capital or as a reserve for any proper purpose, and may, from time
to time, increase, diminish or vary such fund in its absolute judgment and
discretion.
Section 3. Fiscal Year. The fiscal year of the Corporation shall
-----------
begin on June 1 in each calendar year and end on May 31 in the following
calendar year.
Section 4. Seal. The corporate seal shall have inscribed thereon the
----
name of the Corporation, and the words "Corporate Seal, Delaware".
ARTICLE X
AMENDMENTS
These Bylaws may be altered, amended or repealed or new Bylaws may be
adopted (a) at any annual or special meeting of stockholders at which a quorum
is present or represented, by the affirmative vote of a majority of the shares
entitled to vote, provided notice of the proposed alteration, amendment or
repeal be contained in the notice of such meeting; or (b) by the affirmative
vote of a majority of the whole Board of Directors at any meeting of the Board
provided that notice of the proposal to make, alter or repeal these Bylaws, or
to adopt new Bylaws, was included in the notice of the directors' meeting at
which such action takes place.
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<PAGE>
EXHIBIT 5
---------
April 9, 1997
Securities and Exchange Commission
450 5th Street, N.W.
Washington, D.C. 20549
RE: Vitalink Pharmacy Services, Inc.
Registration Statement on Form S-8
Gentlemen:
I am Secretary of Vitalink Pharmacy Services, Inc. (the "Company") and have
acted for the Company in connection with the preparation of the Company's
Registration Statement on Form S-8 filed with the Securities and Exchange
Commission (the "Commission") under the Securities Act of 1933, as amended. The
Registration Statement pertains to 176,773 shares of the Company's Common Stock,
$.01 par value, offered under the GranCare, Inc. Outside Directors Stock
Incentive Program, the GranCare, Inc. Amended and Restated Stock Incentive Plan,
and the GranCare, Inc. 1994 Stock Option/Stock Issuance Plan (together, the
"Plans") which were assumed by the Company upon the consummation of the merger
of GranCare, Inc. with and into the Company.
In connection with the rendering of the opinion set forth below, I have
reviewed the records of the Company, the minutes of the meetings of the
stockholders and directors of the Company and such other records and documents
as was necessary in my judgment to so render the following opinion.
Based on the foregoing, I am of the opinion that:
1. The Company is a corporation duly incorporated and existing under the
laws of the State of Delaware; and
2. The shares of Common Stock of the Company offered to the holders under
the exercise of options under the Plans, have been or will be legally issued,
fully paid and nonassessable.
<PAGE>
I hereby consent to the filing of a copy of this opinion with the
Commission as an exhibit to the Registration Statement referred to above.
Very truly yours,
Robert W. Horner, III
---------------------
Robert W. Horner, III
General Counsel
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our reports dated June 25, 1996,
included and incorporated by reference in Vitalink Pharmacy Services, Inc.'s
Form 10-K/A for the year ended May 31, 1996 and to all references to our Firm
included in this registration statement.
/s/ Arthur Andersen LLP
-----------------------
ARTHUR ANDERSEN LLP
Washington, D.C.
April 7, 1997
<PAGE>
EXHIBIT 23.2
Consent of Ernst & Young LLP, Independent Auditors
We consent to the reference to our firm under the caption "Experts" and to the
use of our report dated September 25, 1996 with respect to the combined
financial statements of TeamCare, Inc. at December 31, 1995 and 1994, and for
each of the three years in the period ended December 31, 1995, incorporated by
reference into the Registration Statement (Post-Effective Amendment No. 1 on
Form S-8 to Form S-4) and related Prospectus of Vitalink Pharmacy Services, Inc.
for the registration of 176,773 shares of its common stock.
ERNST & YOUNG LLP
Atlanta, Georgia
April 7, 1997
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes and
appoints ROBERT W. HORNER, III 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 Registration Statements or
amendments (including post-effective amendments) thereto with respect to the
registration under the Securities Act of 1933, as amended, of shares of Common
Stock, $.01 par value, of Vitalink Pharmacy Services, Inc. (the "Company")
delivered pursuant to the GranCare, Inc. Amended and Restated Stock Incentive
Plan, the GranCare, Inc. Amended and Restated 1994 Stock Option/Stock Issuance
Plan, and the GranCare, Inc. Outside Directors Stock Incentive Program
(together, the "Plans") which were assumed by the Company upon the consummation
of the merger of GranCare, Inc. with and into the Company 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 purposes
as he might or could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent or his substitute may lawfully do or cause to be done
by virtue thereof.
/s/ Stewart Bainum, Jr.
------------------------------------
Stewart Bainum, Jr.
Date: April 9, 1997
------------------------------
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes and
appoints ROBERT W. HORNER, III 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 Registration Statements or
amendments (including post-effective amendments) thereto with respect to the
registration under the Securities Act of 1933, as amended, of shares of Common
Stock, $.01 par value, of Vitalink Pharmacy Services, Inc. (the "Company")
delivered pursuant to the GranCare, Inc. Amended and Restated Stock Incentive
Plan, the GranCare, Inc. Amended and Restated 1994 Stock Option/Stock Issuance
Plan, and the GranCare, Inc. Outside Directors Stock Incentive Program
(together, the "Plans") which were assumed by the Company upon the consummation
of the merger of GranCare, Inc. with and into the Company 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 purposes
as he might or could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent or his substitute may lawfully do or cause to be done
by virtue thereof.
/s/ Gene E. Burleson
----------------------------------------
Gene E. Burleson
Date: April 9, 1997
----------------------------------
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes and
appoints ROBERT W. HORNER, III 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 Registration Statements or
amendments (including post-effective amendments) thereto with respect to the
registration under the Securities Act of 1933, as amended, of shares of Common
Stock, $.01 par value, of Vitalink Pharmacy Services, Inc. (the "Company")
delivered pursuant to the GranCare, Inc. Amended and Restated Stock Incentive
Plan, the GranCare, Inc. Amended and Restated 1994 Stock Option/Stock Issuance
Plan, and the GranCare, Inc. Outside Directors Stock Incentive Program
(together, the "Plans") which were assumed by the Company upon the consummation
of the merger of GranCare, Inc. with and into the Company 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 purposes
as he might or could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent or his substitute may lawfully do or cause to be done
by virtue thereof.
/s/ Joseph R. Buckley
----------------------------------------
Joseph R. Buckley
Date: April 9, 1997
----------------------------------
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes and
appoints ROBERT W. HORNER, III 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 Registration Statements or
amendments (including post-effective amendments) thereto with respect to the
registration under the Securities Act of 1933, as amended, of shares of Common
Stock, $.01 par value, of Vitalink Pharmacy Services, Inc. (the "Company")
delivered pursuant to the GranCare, Inc. Amended and Restated Stock Incentive
Plan, the GranCare, Inc. Amended and Restated 1994 Stock Option/Stock Issuance
Plan, and the GranCare, Inc. Outside Directors Stock Incentive Program
(together, the "Plans") which were assumed by the Company upon the consummation
of the merger of GranCare, Inc. with and into the Company 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 purposes
as he might or could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent or his substitute may lawfully do or cause to be done
by virtue thereof.
/s/ Joel S. Kanter
-------------------------------------------
Joel S. Kanter
Date: April 9, 1997
-------------------------------------
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes and
appoints ROBERT W. HORNER, III 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 Registration Statements or
amendments (including post-effective amendments) thereto with respect to the
registration under the Securities Act of 1933, as amended, of shares of Common
Stock, $.01 par value, of Vitalink Pharmacy Services, Inc. (the "Company")
delivered pursuant to the GranCare, Inc. Amended and Restated Stock Incentive
Plan, the GranCare, Inc. Amended and Restated 1994 Stock Option/Stock Issuance
Plan, and the GranCare, Inc. Outside Directors Stock Incentive Program
(together, the "Plans") which were assumed by the Company upon the consummation
of the merger of GranCare, Inc. with and into the Company 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 purposes
as he might or could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent or his substitute may lawfully do or cause to be done
by virtue thereof.
/s/ James A. MacCutcheon
-------------------------------------------
James A. MacCutcheon
Date: April 9, 1997
-------------------------------------
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes and
appoints ROBERT W. HORNER, III 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 Registration Statements or
amendments (including post-effective amendments) thereto with respect to the
registration under the Securities Act of 1933, as amended, of shares of Common
Stock, $.01 par value, of Vitalink Pharmacy Services, Inc. (the "Company")
delivered pursuant to the GranCare, Inc. Amended and Restated Stock Incentive
Plan, the GranCare, Inc. Amended and Restated 1994 Stock Option/Stock Issuance
Plan, and the GranCare, Inc. Outside Directors Stock Incentive Program
(together, the "Plans") which were assumed by the Company upon the consummation
of the merger of GranCare, Inc. with and into the Company 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 purposes
as he might or could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent or his substitute may lawfully do or cause to be done
by virtue thereof.
/s/ Robert L. Parker
-------------------------------------------
Robert L. Parker
Date: April 9, 1997
-------------------------------------
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes and
appoints ROBERT W. HORNER, III 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 Registration Statements or
amendments (including post-effective amendments) thereto with respect to the
registration under the Securities Act of 1933, as amended, of shares of Common
Stock, $.01 par value, of Vitalink Pharmacy Services, Inc. (the "Company")
delivered pursuant to the GranCare, Inc. Amended and Restated Stock Incentive
Plan, the GranCare, Inc. Amended and Restated 1994 Stock Option/Stock Issuance
Plan, and the GranCare, Inc. Outside Directors Stock Incentive Program
(together, the "Plans") which were assumed by the Company upon the consummation
of the merger of GranCare, Inc. with and into the Company 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 purposes
as he might or could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent or his substitute may lawfully do or cause to be done
by virtue thereof.
/s/ James H. Rempe
-------------------------------------------
James H. Rempe
Date: April 9, 1997
-------------------------------------
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes and
appoints ROBERT W. HORNER, III 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 Registration Statements or
amendments (including post-effective amendments) thereto with respect to the
registration under the Securities Act of 1933, as amended, of shares of Common
Stock, $.01 par value, of Vitalink Pharmacy Services, Inc. (the "Company")
delivered pursuant to the GranCare, Inc. Amended and Restated Stock Incentive
Plan, the GranCare, Inc. Amended and Restated 1994 Stock Option/Stock Issuance
Plan, and the GranCare, Inc. Outside Directors Stock Incentive Program
(together, the "Plans") which were assumed by the Company upon the consummation
of the merger of GranCare, Inc. with and into the Company 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 purposes
as he might or could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent or his substitute may lawfully do or cause to be done
by virtue thereof.
/s/ Gary U. Rolle
___________________________________________
Gary U. Rolle
Date: April 9, 1997
-------------------------------------
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes and
appoints ROBERT W. HORNER, III 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 Registration Statements or
amendments (including post-effective amendments) thereto with respect to the
registration under the Securities Act of 1933, as amended, of shares of Common
Stock, $.01 par value, of Vitalink Pharmacy Services, Inc. (the "Company")
delivered pursuant to the GranCare, Inc. Amended and Restated Stock Incentive
Plan, the GranCare, Inc. Amended and Restated 1994 Stock Option/Stock Issuance
Plan, and the GranCare, Inc. Outside Directors Stock Incentive Program
(together, the "Plans") which were assumed by the Company upon the consummation
of the merger of GranCare, Inc. with and into the Company 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 purposes
as he might or could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent or his substitute may lawfully do or cause to be done
by virtue thereof.
/s/ Scott T. Macomber
-------------------------------------------
Scott T. Macomber
Date: April 9, 1997
-------------------------------------
