As filed with the Securities and Exchange Commission on April 23, 1997
Registration No. 333-___________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
SMT HEALTH SERVICES INC.
(Exact name of registrant as specified in its charter)
Delaware 25-1672183
(State or jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
10521 Perry Highway
Wexford, Pennsylvania 15090
(Address of principal executive offices)
SMT HEALTH SERVICES INC.
1991 EMPLOYEE STOCK OPTION PLAN
(Full title of the plan)
David A. Zynn, Chief Financial Officer
SMT Health Services Inc.
10521 Perry Highway
Wexford, Pennsylvania 15090
(Name and address of agent for service)
412-933-3300
(Telephone number of agent for service)
Copies of communications to:
Ronald Basso, Esquire
Buchanan Ingersoll Professional Corporation
One Oxford Centre
301 Grant Street, 20th Floor,
Pittsburgh, Pennsylvania 15219-1410
412-562-3943
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title Of Maximum Maximum Amount of
Securities To Amount To Offering Price Aggregate Offering Registration
Be Registered Be Registered Per Share Price Fee
Common Stock 160,500 $3.56 (1) $571,380 $173 (1)
(par value $.01
(per share) 176,550 $2.30 (1) $406,065 (1) $123 (1)
Total 337,050 $977,445 $296
(1) In accordance with Rule 457(h), such price is the price at which the
options with respect to such shares may be exercised.
Incorporation of Prior Registration Statement by Reference
SMT Health Services Inc. (the "Corporation") hereby incorporates by reference
into this Registration Statement the information contained in the Corporation's
earlier Registration Statement, File No. 33-61602,relating to the Corporation's
1991 Employee Stock Option Plan.
SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Act of
1933, the registrant certifies that it has reasonable grounds to believe that
it meets all 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 Borough of Wexford, Commonwealth of Pennsylvania,
on the 16 day of April, 1997.
SMT HEALTH SERVICES INC.
(Registrant)
By: /s/ Jeff D. Bergman
Jeff D. Bergman, Chairman, Chief
Executive Officer and President
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below under the heading "Signatures" constitutes and appoints Jeff D. Bergman,
Daniel Dickman and David A. Zynn, or any of them, his true and lawful
attorney-in-fact and agent with full power of substitution and resubstitution
for him and in his name, please and stead, in any and all capacities, to sign
any and all amendments to this Registration Statement, and to file the same
with all exhibits thereto, and other documents in connection therewith, with
the Securities and Exchange Commission, granting unto said attorney-in-fact and
agent full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully for all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorney-in-fact and agent or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant
to the requirements of the Securities Act, this Registration Statement has
been signed by the following persons in the capacities and on the dates
indicated.
Signatures Title Date
__/s/ Jeff D. Bergman____ Chairman, Chief Executive April 23, 1997
Jeff D. Bergman Officer and President
__/s/ David A. Zynn______ Chief Financial Officer April 23, 1997
David A. Zynn and Chief Accounting Officer
__/s/ Daniel Dickman_____ Executive Vice President April 23, 1997
Daniel Dickman and Director
__/s/ Alan Novich________ Director April 23, 1997
Alan Novich
__/s/ Gerald Cohn________ Director April 23, 1997
Gerald Cohn
__/s/ David J. Malone____ Director April 23, 1997
David J. Malone
EXHIBIT INDEX
Exhibit No. Sequential Page Number
or Reference
5.1 Opinion of Buchanan Ingersoll Professional
Corporation as to the legality of the
securities being registered Filed herewith.
23.1 Consent of Independent Public Accountant Filed herewith.
23.2 Consent of Buchanan Ingersoll Professional
Corporation Contained in Opinion
filed as Exhibit 5.1
Exhibit 5.1
April 23, 1997
Board of Directors
SMT Health Services Inc.
10521 Perry Highway
Wexford, PA 15090
Gentlemen:
We have acted as counsel to SMT Health Services Inc., a Delaware
corporation (the "Corporation"), in connection with the proposed issuance by
the Corporation of an additional 337,050 shares of the Corporation's common
stock, par value $.01 per share (the "Common Stock"), pursuant to the terms
of the 1991 Employee Stock Option Plan (the "Plan").
In connection with such proposed issuance, we have examined the Plan, the
Certificate of Incorporation of the Corporation, as amended and restated, the
minutes of the proceedings of the Corporation, the Registration Statement on
Form S-8 covering the issuance of the shares, and such other documents,
records, certificates of public officials, statutes and decisions as we
consider necessary to express the opinions contained herein. In the
examination of such documents, we have assumed the genuineness of all
signatures and the authenticity of all documents submitted to us as originals
and the conformity to those original documents of all documents submitted to
us as certified or photostatic copies.
Based on the foregoing, we are of the opinion that when the Registration
Statement shall have been declared effective by order of the Securities and
Exchange Commission and when the Common Stock has been duly issued and
delivered pursuant to the terms of the Plan, such shares of Common Stock will
be validly issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
BUCHANAN INGERSOLL
PROFESSIONAL CORPORATION
By:/s/ Ronald Basso
Exhibit 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to incorporation by reference in the registration statement on
Form S-8 of SMT Health Services Inc. of our report dated January 31, 1997,
except as to Note 18 which is as of March 4, 1997, relating to the
consolidated balance sheets of SMT Health Services Inc. and subsidiaries as
of December 31, 1996 and 1995 and the related consolidated statements of
earnings, changes in stockholders equity, and cash flows for each of the
years in the three year period ended December 31, 1996, and the related
schedule, which report appears in the December 31, 1996 annual report on
Form 10-K of SMT Health Services Inc.
KPMG Peat Marwick LLP
Pittsburgh, Pennsylvania
April 23, 1997
