<PAGE> 1
Registration No.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------
FORM S-8 REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
---------------
LINCARE HOLDINGS INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
<TABLE>
<S> <C> <C>
STATE OF DELAWARE 19337 U.S. 19 NORTH 51-0331330
(State or Other CLEARWATER, FL 34624 (I.R.S. Employer
Jurisdiction of (Address, including zip Identification
Incorporation or code of principal Number)
Organization) executive office)
</TABLE>
LINCARE HOLDINGS INC.
1996 STOCK PLAN
(Full title of the plan)
HOWARD R. DEUTSCH, ESQUIRE
LINCARE HOLDINGS INC.
19337 U.S. 19 NORTH
CLEARWATER, FL 34624
813-530-7700
(Name, address, and telephone number,
of agent for service)
---------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Title of Amount Proposed Maximum Proposed Maximum Amount of
Securities to be Offering Price Aggregate Offering Registration
be Registered Registered Per Share Price(1) Fee
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock,
par value, 750,000
$0.01 shares (2) Variable $30,000,000 $9,090.91
</TABLE>
(1) Computed solely for the purpose of calculating the registration fee
pursuant to Rule 457(h) under the Securities Act of 1933, based upon the
closing price of the Registrant's common stock on September 30, 1996 ($40.00)
as reported by NASDAQ.
(2) Plus such additional number of shares as may be required pursuant to the
plan in the event of a stock split, recapitalization or other similar event.
---------------
Approximate date of proposed sales pursuant to the plan:
As soon as practicable after this Registration Statement becomes effective.
---------------
<PAGE> 2
LINCARE HOLDINGS INC.
Cross Reference Sheet pursuant to Regulation S-K, Item 501(b) between
Registration Statement (S-8) and Prospectus.
<TABLE>
<CAPTION>
Location of Captions
Item on Form S-8 in Prospectus
---------------- --------------------
<S> <C> <C>
1. Plan Information Lincare Holdings Inc.
1996 Stock Plan
2. Registrant Information and Incorporation of Certain
Employee Plan Annual Information Documents by Reference
</TABLE>
2
<PAGE> 3
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed by the Company with the Commission are
incorporated herein by reference:
(a) The Company's Annual Report to Stockholders for the year
ended December 31, 1995.
(b) The Company's Quarterly Report on Form 10-Q for the quarter
ended June 30, 1996.
(c) The information set forth under the caption "Description of
Capital Stock" on pages 38 and 39 of the Company's Prospectus dated
December 17, 1992 contained in the Company's Registration Statement
on Form S-1 (number 33-55260).
All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a
post-effective amendment that indicates that all securities offered have been
sold, or which deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference herein and to be a part hereof from the
date of the filing of such documents.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the Delaware General Corporation Law (the "GCL") provides
that a corporation may indemnify directors and officers as well as other
employees and individuals against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement in connection with specified
actions, suits or proceedings, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the corporation--a
"derivative action"), if they acted in good faith and in a manner they
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 their conduct was unlawful. A similar standard is
applicable in the case of derivative actions, except that indemnification only
extends to expenses (including attorneys' fees) incurred in connection with the
defense or settlement of such actions, and the statute requires court approval
before there can be any indemnification where the person seeking
indemnification has been found liable to the corporation. The statute provides
that it is not exclusive of other indemnification that may be granted by a
corporation's charter, by-laws, disinterested director vote, stockholder vote,
agreement or otherwise.
3
<PAGE> 4
Article V, Section 1 of the Registrant's By-Laws requires the Registrant to
indemnify its officers and directors to the fullest extent permitted under the
GCL.
Article Seventh of the Registrant's Certificate of Incorporation and
Article V, Section 1 of the Registrant's By-Laws provide that no director shall
be personally liable to the Registrant or its stockholders for monetary damages
for breach of fiduciary duty as a director, except for liability (i) for any
breach of the director's duty of loyalty to the Registrant or its stockholders,
(ii) for acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law, (iii) under Section 174 of the GCL
(involving certain unlawful dividends or unlawful stock repurchases or
redemptions) or (iv) for any transaction from which the director derived an
improper personal benefit.
Any amendment to or repeal of such Articles shall not adversely affect any
right or protection of a director of the Registrant for or with respect to any
acts or omissions of such director occurring prior to such amendment or repeal.
The Registrant maintains directors' and officers' liability insurance with
policy limits of $5,000,000.
ITEM 8. EXHIBITS.
<TABLE>
<S> <C>
5 Opinion re legality
23.1 Consent of Independent Certified Public Accountants
23.2 Consent of Legal Counsel (included as part of Exhibit 5)
24 Powers of Attorney
</TABLE>
ITEM 9. UNDERTAKINGS.
A. UNDERTAKINGS RELATING TO DELAYED OR CONTINUOUS OFFERINGS OF
SECURITIES
(1) The undersigned registrant hereby undertakes to file, during any
period in which offers or sales are being made, a post-effective amendment to
this registration statement 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.
(2) The undersigned registrant hereby undertakes 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.
4
<PAGE> 5
(3) The undersigned registrant hereby undertakes 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. UNDERTAKING RELATING TO THE INCORPORATION OF CERTAIN 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 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. UNDERTAKING RELATING TO THE INCORPORATION OF ANNUAL REPORT TO
STOCKHOLDERS
The undersigned registrant hereby undertakes to deliver or cause to be
delivered with the prospectus, to each person to whom the prospectus is sent or
given, the latest annual report to security-holders that is incorporated by
reference in the prospectus and furnished pursuant to and meeting the
requirements of Rule 14a-3 or Rule 14c-3 under the Securities Exchange Act of
1934; and, where interim financial information required to be presented by
Article 3 of Regulation S-X is not set forth in the prospectus, to deliver, or
cause to be delivered to each person to whom the prospectus is sent or given,
the latest quarterly report that is specifically incorporated by reference in
the prospectus to provide such interim financial information.
D. UNDERTAKING RELATING TO 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.
5
<PAGE> 6
SIGNATURES
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, on September 30, 1996.
LINCARE HOLDINGS INC.
By: /s/ James T. Kelly
--------------------------------
James T. Kelly, Chairman
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
SIGNATURE TITLE DATE
- --------- ----- ----
<S> <C> <C>
/s/ James T. Kelly
- ---------------------- Director, Chief September 30, 1996
James T. Kelly Executive Officer
* Director
- ---------------------- ---------------
Howard R. Deutsch
* Director, Chief
- ---------------------- Financial and ---------------
James M. Emanuel Accounting Officer
*
- ---------------------- Director ---------------
Andrew M. Paul
* Director
- ---------------------- ---------------
Chester B. Black
* Director
- ---------------------- ---------------
Frank T. Cary
* Director
- ---------------------- ---------------
Thomas O. Pyle
</TABLE>
* By: /s/ James T. Kelly
---------------------------
Attorney in Fact
6
<PAGE> 7
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
Number Title
- ------- -----
<S> <C>
5 Opinion re legality
23.1 Consent of Independent Certified Public Accountants
23.2 Consent of Legal Counsel
(included as part of Exhibit 5)
24 Powers of Attorney
</TABLE>
7
<PAGE> 1
EXHIBIT 5
September 30, 1996
Securities and Exchange Commission
Division of Corporation Finance
Filing Room #1004
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Lincare Holdings Inc.
1996 Stock Plan
Ladies and Gentlemen:
I have reviewed and am familiar with the referenced plan, and the
certificate of incorporation and bylaws of Lincare Holdings Inc. In my
opinion, upon sale pursuant to an effective Registration Statement on Form S-8,
the securities to be issued under the plan will be validly issued, fully paid
and nonassessable. I hereby consent to the inclusion of my opinion in such
Registration Statement on Form S-8.
Sincerely,
THOMAS P. MCNAMARA, P.A.
By: /s/ Thomas P. McNamara
---------------------------
Thomas P. McNamara
<PAGE> 1
EXHIBIT 23.1
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
To Board of Directors
Lincare Holdings Inc.:
We consent to the use of our reports incorporated herein by reference.
KPMG PEAT MARWICK LLP
St. Petersburg, Florida
September 30, 1996
<PAGE> 1
EXHIBIT 24
SPECIAL POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that I, HOWARD R. DEUTSCH, a legal resident
of the State of Florida, desiring to execute a SPECIAL POWER OF ATTORNEY, have
made, constituted and appointed, and by these presents do make, constitute and
appoint JAMES T. KELLY and JAMES M. EMANUEL, or any of them, with full power of
substitution, my Attorney-In-Fact for me and in my name, place and stead to do
and perform the following acts, deeds, matters and things as he deems advisable
in the judgment of my said Attorney-In-Fact as fully and effectually to all
intents and purposes as I could do if personally present and acting:
REGISTRATION STATEMENT ON FORM S-8
To execute and deliver all documents and to carry out with full power and
authority every act whatsoever requisite or necessary to be done by or on behalf
of the undersigned, including the execution of the Registration Statements on
Form S-8 and any documents incident thereto, to register with the Securities and
Exchange Commission the common stock of Lincare Holdings Inc. which may be
issued pursuant to the Lincare Holdings Inc. 1996 Stock Plan.
GENERAL PROVISIONS
All business transacted hereunder for me shall be transacted in my name,
and all endorsements and instruments executed by my Attorney-In-Fact for the
purpose of carrying out any of the foregoing powers, shall contain my name,
followed by that of my Attorney-In-Fact and the designation "Attorney-In-Fact."
I hereby ratify and confirm all lawful acts done by my said
Attorney-In-Fact pursuant to this Special Power of Attorney, and I direct that
this Special Power of Attorney shall continue in effect until terminated by me
in writing or by operation of law.
If the authority contained herein shall be revoked or terminated by
operation of law without notice, I hereby agree for myself, executors,
administrators, heirs and assigns, in consideration of my Attorney-In-Fact's
willingness to act pursuant to this Special Power of Attorney, to save and hold
my Attorney-In-Fact harmless from any loss suffered or any liability incurred
by him in so acting after such revocation or termination without notice.
/s/ Howard R. Deutsch
------------------------------
HOWARD R. DEUTSCH
<PAGE> 2
SPECIAL POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that I, JAMES M. EMANUEL, a legal resident
of the State of Florida, desiring to execute a SPECIAL POWER OF ATTORNEY, have
made, constituted and appointed, and by these presents do make, constitute and
appoint JAMES T. KELLY and HOWARD R. DEUTSCH, or any of them, with full power of
substitution, my Attorney-In-Fact for me and in my name, place and stead to do
and perform the following acts, deeds, matters and things as he deems advisable
in the judgment of my said Attorney-In-Fact as fully and effectually to all
intents and purposes as I could do if personally present and acting:
REGISTRATION STATEMENT ON FORM S-8
To execute and deliver all documents and to carry out with full power and
authority every act whatsoever requisite or necessary to be done by or on behalf
of the undersigned, including the execution of the Registration Statements on
Form S-8 and any documents incident thereto, to register with the Securities and
Exchange Commission the common stock of Lincare Holdings Inc. which may be
issued pursuant to the Lincare Holdings Inc. 1996 Stock Plan.
GENERAL PROVISIONS
All business transacted hereunder for me shall be transacted in my name,
and all endorsements and instruments executed by my Attorney-In-Fact for the
purpose of carrying out any of the foregoing powers, shall contain my name,
followed by that of my Attorney-In-Fact and the designation "Attorney-In-Fact."
I hereby ratify and confirm all lawful acts done by my said
Attorney-In-Fact pursuant to this Special Power of Attorney, and I direct that
this Special Power of Attorney shall continue in effect until terminated by me
in writing or by operation of law.
If the authority contained herein shall be revoked or terminated by
operation of law without notice, I hereby agree for myself, executors,
administrators, heirs and assigns, in consideration of my Attorney-In-Fact's
willingness to act pursuant to this Special Power of Attorney, to save and hold
my Attorney-In-Fact harmless from any loss suffered or any liability incurred
by him in so acting after such revocation or termination without notice.
/s/ James M. Emanuel
------------------------------
JAMES M. EMANUEL
<PAGE> 3
SPECIAL POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that I, ANDREW M. PAUL, a legal resident of
the State of New York, desiring to execute a SPECIAL POWER OF ATTORNEY, have
made, constituted and appointed, and by these presents do make, constitute and
appoint JAMES T. KELLY, HOWARD R. DEUTSCH and JAMES M. EMANUEL, or any of them,
with full power of substitution, my Attorney-In-Fact for me and in my name,
place and stead to do and perform the following acts, deeds, matters and things
as he deems advisable in the judgment of my said Attorney-In-Fact as fully and
effectually to all intents and purposes as I could do if personally present and
acting:
REGISTRATION STATEMENT ON FORM S-8
To execute and deliver all documents and to carry out with full power and
authority every act whatsoever requisite or necessary to be done by or on behalf
of the undersigned, including the execution of the Registration Statements on
Form S-8 and any documents incident thereto, to register with the Securities and
Exchange Commission the common stock of Lincare Holdings Inc. which may be
issued pursuant to the Lincare Holdings Inc. 1996 Stock Plan.
GENERAL PROVISIONS
All business transacted hereunder for me shall be transacted in my name,
and all endorsements and instruments executed by my Attorney-In-Fact for the
purpose of carrying out any of the foregoing powers, shall contain my name,
followed by that of my Attorney-In-Fact and the designation "Attorney-In-Fact."
I hereby ratify and confirm all lawful acts done by my said
Attorney-In-Fact pursuant to this Special Power of Attorney, and I direct that
this Special Power of Attorney shall continue in effect until terminated by me
in writing or by operation of law.
If the authority contained herein shall be revoked or terminated by
operation of law without notice, I hereby agree for myself, executors,
administrators, heirs and assigns, in consideration of my Attorney-In-Fact's
willingness to act pursuant to this Special Power of Attorney, to save and hold
my Attorney-In-Fact harmless from any loss suffered or any liability incurred
by him in so acting after such revocation or termination without notice.
/s/ Andrew M. Paul
------------------------------
ANDREW M. PAUL
<PAGE> 4
SPECIAL POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that I, CHESTER B. BLACK, a legal resident
of the State of Massachusetts, desiring to execute a SPECIAL POWER OF ATTORNEY,
have made, constituted and appointed, and by these presents do make, constitute
and appoint JAMES T. KELLY, HOWARD R. DEUTSCH and JAMES M. EMANUEL, or any of
them, with full power of substitution, my Attorney-In-Fact for me and in my
name, place and stead to do and perform the following acts, deeds, matters and
things as he deems advisable in the judgment of my said Attorney-In-Fact as
fully and effectually to all intents and purposes as I could do if personally
present and acting:
REGISTRATION STATEMENT ON FORM S-8
To execute and deliver all documents and to carry out with full power and
authority every act whatsoever requisite or necessary to be done by or on behalf
of the undersigned, including the execution of the Registration Statements on
Form S-8 and any documents incident thereto, to register with the Securities and
Exchange Commission the common stock of Lincare Holdings Inc. which may be
issued pursuant to the Lincare Holdings Inc. 1996 Stock Plan.
GENERAL PROVISIONS
All business transacted hereunder for me shall be transacted in my name,
and all endorsements and instruments executed by my Attorney-In-Fact for the
purpose of carrying out any of the foregoing powers, shall contain my name,
followed by that of my Attorney-In-Fact and the designation "Attorney-In-Fact."
I hereby ratify and confirm all lawful acts done by my said
Attorney-In-Fact pursuant to this Special Power of Attorney, and I direct that
this Special Power of Attorney shall continue in effect until terminated by me
in writing or by operation of law.
If the authority contained herein shall be revoked or terminated by
operation of law without notice, I hereby agree for myself, executors,
administrators, heirs and assigns, in consideration of my Attorney-In-Fact's
willingness to act pursuant to this Special Power of Attorney, to save and hold
my Attorney-In-Fact harmless from any loss suffered or any liability incurred
by him in so acting after such revocation or termination without notice.
/s/ Chester B. Black
------------------------------
CHESTER B. BLACK
<PAGE> 5
SPECIAL POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that I, FRANK T. CARY, a legal resident of
the State of Connecticut, desiring to execute a SPECIAL POWER OF ATTORNEY, have
made, constituted and appointed, and by these presents do make, constitute and
appoint JAMES T. KELLY, HOWARD R. DEUTSCH and JAMES M. EMANUEL, or any of them,
with full power of substitution, my Attorney-In-Fact for me and in my name,
place and stead to do and perform the following acts, deeds, matters and things
as he deems advisable in the judgment of my said Attorney-In-Fact as fully and
effectually to all intents and purposes as I could do if personally present and
acting:
REGISTRATION STATEMENT ON FORM S-8
To execute and deliver all documents and to carry out with full power and
authority every act whatsoever requisite or necessary to be done by or on behalf
of the undersigned, including the execution of the Registration Statements on
Form S-8 and any documents incident thereto, to register with the Securities and
Exchange Commission the common stock of Lincare Holdings Inc. which may be
issued pursuant to the Lincare Holdings Inc. 1996 Stock Plan.
GENERAL PROVISIONS
All business transacted hereunder for me shall be transacted in my name,
and all endorsements and instruments executed by my Attorney-In-Fact for the
purpose of carrying out any of the foregoing powers, shall contain my name,
followed by that of my Attorney-In-Fact and the designation "Attorney-In-Fact."
I hereby ratify and confirm all lawful acts done by my said
Attorney-In-Fact pursuant to this Special Power of Attorney, and I direct that
this Special Power of Attorney shall continue in effect until terminated by me
in writing or by operation of law.
If the authority contained herein shall be revoked or terminated by
operation of law without notice, I hereby agree for myself, executors,
administrators, heirs and assigns, in consideration of my Attorney-In-Fact's
willingness to act pursuant to this Special Power of Attorney, to save and hold
my Attorney-In-Fact harmless from any loss suffered or any liability incurred
by him in so acting after such revocation or termination without notice.
/s/ Frank T. Cary
------------------------------
FRANK T. CARY
<PAGE> 6
SPECIAL POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that I, THOMAS O. PYLE, a legal resident of
the State of New York, desiring to execute a SPECIAL POWER OF ATTORNEY, have
made, constituted and appointed, and by these presents do make, constitute and
appoint JAMES T. KELLY, HOWARD R. DEUTSCH and JAMES M. EMANUEL, or any of them,
with full power of substitution, my Attorney-In-Fact for me and in my name,
place and stead to do and perform the following acts, deeds, matters and things
as he deems advisable in the judgment of my said Attorney-In-Fact as fully and
effectually to all intents and purposes as I could do if personally present and
acting:
REGISTRATION STATEMENT ON FORM S-8
To execute and deliver all documents and to carry out with full power and
authority every act whatsoever requisite or necessary to be done by or on behalf
of the undersigned, including the execution of the Registration Statements on
Form S-8 and any documents incident thereto, to register with the Securities and
Exchange Commission the common stock of Lincare Holdings Inc. which may be
issued pursuant to the Lincare Holdings Inc. 1996 Stock Plan.
GENERAL PROVISIONS
All business transacted hereunder for me shall be transacted in my name,
and all endorsements and instruments executed by my Attorney-In-Fact for the
purpose of carrying out any of the foregoing powers, shall contain my name,
followed by that of my Attorney-In-Fact and the designation "Attorney-In-Fact."
I hereby ratify and confirm all lawful acts done by my said
Attorney-In-Fact pursuant to this Special Power of Attorney, and I direct that
this Special Power of Attorney shall continue in effect until terminated by me
in writing or by operation of law.
If the authority contained herein shall be revoked or terminated by
operation of law without notice, I hereby agree for myself, executors,
administrators, heirs and assigns, in consideration of my Attorney-In-Fact's
willingness to act pursuant to this Special Power of Attorney, to save and hold
my Attorney-In-Fact harmless from any loss suffered or any liability incurred
by him in so acting after such revocation or termination without notice.
/s/ Thomas O. Pyle
------------------------------
THOMAS O. PYLE
