Registration No.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under The Securities Act of 1933
UNIVERSAL STANDARD HEALTHCARE, INC.
(Exact name of registrant as specified in its charter)
Michigan 38-2986640
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
26500 Northwestern Highway, Suite 400, Southfield, Michigan 48076
(248)358-0810
(Address, including zip code, and telephone number, including
area code, of registrant's Principal Executive Office)
Universal Standard Healthcare, Inc.
1992 Stock Option Plan
(Full title of the Plan)
EUGENE E. JENNINGS, President and Chief Executive Officer
26500 Northwestern Highway, Suite 400, Southfield, Michigan 48076
(248) 358-0810
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copies of all communications to:
THOMAS S. VAUGHN
Dykema Gossett PLLC
400 Renaissance Center
Detroit, Michigan 48243
(313) 568-6524
CALCULATION OF REGISTRATION FEE
Title of Proposed Maximum Proposed Maximum Amount of
Securities to Amount to be Offering Aggregate Registration
be Registered Registered Price Per Share* Offering Price* Fee
- ----------------------------------------------------------------------------
Common Stock 1,000,000 shares** $2.19 $2,190,000 $646.05
no par value
- ----------------------------------------------------------------------------
* Estimated solely for the purpose of calculating the registration
fee, based on the average of the high and low sale prices on the
Nasdaq Stock Market on February 25, 1998, in accordance with Rule
457(h).
** The number of shares may be adjusted to prevent dilution from stock
splits, stock dividends and similar transactions. This Registration
Statement shall cover any such additional shares in accordance with
Rule 416(a).
In accordance with general instruction E to Form S-8, Universal
Standard Healthcare, Inc. (the "Company") hereby incorporates by reference
the contents of (i) its Registration Statement on Form S-8 (no. 33-59554),
filed March 16, 1993, registering 394,499 shares to be issued pursuant to
its 1992 Stock Option Plan, and (ii) its Registration Statement on Form S-8
(no. 33-80840), filed June 27, 1994, registering an additional 405,501
shares to be issued pursuant to its 1992 Stock Option Plan.
Item 8. EXHIBITS
The following exhibits are filed with this registration statement:
5 Opinion of Dykema Gossett PLLC with respect to the legality
of the Common Stock to be registered hereunder
23.1 Consent of BDO Seidman, L.L.P.
23.2 Consent of Dykema Gossett PLLC (contained in Exhibit 5)
24.1 Power of Attorney of Eduardo Bohorquez
24.2 Power of Attorney of Anthony A. Bonelli
24.3 Power of Attorney of Robert P. DeCresce
24.4 Power of Attorney of Thomas R. Donahue
24.5 Power of Attorney of Thomas W. Gorman
24.6 Power of Attorney of P. Thomas Hirsch
24.7 Power of Attorney of Joseph J. Vadapalas
24.8 Power of Attorney of Alan S. Ker
99.1 Universal Standard Healthcare, Inc. 1992 Stock Option Plan,
as amended and restated - incorporated by reference to the
Company's Quarterly Report on Form 10-Q, filed on November
14, 1997 (File No. 34-0-20400).
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, in the City of Southfield, State of Michigan on
February 27, 1998.
UNIVERSAL STANDARD HEALTHCARE, INC.
By: /s/ Eugene E. Jennings
Eugene E. Jennings
Its: Chairman, President and Chief
Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
indicated capacities as of February 27, 1998.
Signature Title
--------- -----
/s/ Eugene E. Jennings Chairman of the Board, President,
Eugene E. Jennings Chief Executive Officer and
Director (principal executive officer)
* Vice President, Finance, Treasurer and
Alan S. Ker Chief Financial Officer (principal
financial and accounting officer)
*
Eduardo B. Bohorquez Director
*
Anthony A. Bonelli Director
*
Robert P. DeCresce Director
*
Thomas R. Donahue Director
*
Thomas W. Gorman Director
*
P. Thomas Hirsch Director
*
Joseph J. Vadapalas Director
*By: /s/ Eugene E. Jennings
Eugene E. Jennings
Attorney-in-Fact
INDEX TO EXHIBITS
Number Description
5 Opinion of Dykema Gossett PLLC with respect to the legality of the
Common Stock to be registered hereunder (including consent)
23.1 Consent of BDO Seidman, L.L.P.
24.1 Power of Attorney of Eduardo Bohorquez
24.2 Power of Attorney of Anthony A. Bonelli
24.3 Power of Attorney of Robert P. DeCresce
24.4 Power of Attorney of Thomas R. Donahue
24.5 Power of Attorney of Thomas W. Gorman
24.6 Power of Attorney of P. Thomas Hirsch
24.7 Power of Attorney of Joseph J. Vadapalas
24.8 Power of Attorney of Alan S. Ker
EXHIBIT 5
February 27, 1998
Universal Standard Healthcare, Inc.
26500 Northwestern Highway
Southfield, Michigan 48076
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
We have acted as counsel for Universal Standard Healthcare, Inc., a
Michigan corporation (the "Company"), in connection with the preparation and
filing with the Securities and Exchange Commission under the Securities Act
of 1933, as amended, of a Registration Statement on Form S-8 (the
"Registration Statement") relating to the registration of 1,000,000 shares
of the Company's common stock ("Common Stock") for issuance pursuant to the
Company's 1992 Stock Option Plan.
In so acting, we have examined and relied upon the originals, or
copies certified or otherwise identified to our satisfaction, of such
corporate records, documents, certificates and other instruments as in our
judgment are necessary or appropriate to enable us to render the opinion
expressed below.
Based upon the foregoing, we are of the opinion that:
1. The Company has been duly incorporated and is in good
standing under the laws of the State of Michigan.
2. The shares of Common Stock to which the Registration
Statement relates are validly issued, fully paid and non-
assessable.
We hereby consent to the use of this opinion as an Exhibit to the
Registration Statement. We further consent to the reference to our firm
under the heading "Legal Matters" in the Registration Statement. In
giving such consent, we do not concede that we are experts within the
meaning of the Act or the rules or regulations thereunder or that this
consent is required by Section 7 of the Securities Act of 1933.
Very truly yours,
DYKEMA GOSSETT PLLC
/s/ Steven C. Tyshka
EXHIBIT 23.1
CONSENT OF
INDEPENDENT CERTIFIED
PUBLIC ACCOUNTANTS
Universal Standard Healthcare, Inc.
26500 Northwestern highway, Suite 400
Southfield, Michigan 48076
We hereby consent to the incorporation by reference in Universal Standard
Healthcare, Inc.'s Registration Statement on Form S-8 of our report dated
February 21, 1997 relating to the consolidated financial statements and
schedule of Universal Standard Healthcare, Inc. as of December 31, 1996
and 1995, and for the years ended December 31, 1996, 1995 and 1994. We
also consent to the reference to our firm under the caption "Experts."
/s/ BDO Seidman, L.L.P.
Troy, Michigan
February 27, 1998
Exhibit 24.1
UNIVERSAL STANDARD HEALTHCARE, INC.
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each of the undersigned
constitutes and appoints Eugene E. Jennings and Thomas S. Vaughn, and each
of them, his true and lawful attorneys-in-fact and agents, with full power
of substitution, and resubstitution for him and in his name, place and
stead, in any and all capacities, to sign a certain Registration Statement
on Form S-8 to be filed by Universal Standard Healthcare, Inc. and any and
all amendments thereto, and any registration statement for registering
additional shares of Universal Standard Healthcare, Inc.'s Common Stock
comprising the same offering for which the Form S-8 will be filed and any
and all amendments thereto, and to file the same with the Securities and
Exchange Commission, granting unto such attorney-in-fact and agents, and
each of them, full power and authority to do and perform each and every
act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that such attorneys-in-fact
and agents, or any of them, or their or his substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
Dated: February 5, 1998 /s/ Eduardo Bohorquez
Eduardo Bohorquez, Director
Exhibit 24.2
UNIVERSAL STANDARD HEALTHCARE, INC.
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each of the undersigned
constitutes and appoints Eugene E. Jennings and Thomas S. Vaughn, and each
of them, his true and lawful attorneys-in-fact and agents, with full power
of substitution, and resubstitution for him and in his name, place and
stead, in any and all capacities, to sign a certain Registration Statement
on Form S-8 to be filed by Universal Standard Healthcare, Inc. and any and
all amendments thereto, and any registration statement for registering
additional shares of Universal Standard Healthcare, Inc.'s Common Stock
comprising the same offering for which the Form S-8 will be filed and any
and all amendments thereto, and to file the same with the Securities and
Exchange Commission, granting unto such attorney-in-fact and agents, and
each of them, full power and authority to do and perform each and every
act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that such attorneys-in-fact
and agents, or any of them, or their or his substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
Dated: February 5, 1998 /s/ Anthony A. Bonelli
Anthony A. Bonelli, Director
Exhibit 24.3
UNIVERSAL STANDARD HEALTHCARE, INC.
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each of the undersigned
constitutes and appoints Eugene E. Jennings and Thomas S. Vaughn, and each
of them, his true and lawful attorneys-in-fact and agents, with full power
of substitution, and resubstitution for him and in his name, place and
stead, in any and all capacities, to sign a certain Registration Statement
on Form S-8 to be filed by Universal Standard Healthcare, Inc. and any and
all amendments thereto, and any registration statement for registering
additional shares of Universal Standard Healthcare, Inc.'s Common Stock
comprising the same offering for which the Form S-8 will be filed and any
and all amendments thereto, and to file the same with the Securities and
Exchange Commission, granting unto such attorney-in-fact and agents, and
each of them, full power and authority to do and perform each and every
act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that such attorneys-in-fact
and agents, or any of them, or their or his substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
Dated: February 4, 1998 /s/ Robert P. DeCresce
Robert P. DeCresce, Director
Exhibit 24.4
UNIVERSAL STANDARD HEALTHCARE, INC.
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each of the undersigned
constitutes and appoints Eugene E. Jennings and Thomas S. Vaughn, and each
of them, his true and lawful attorneys-in-fact and agents, with full power
of substitution, and resubstitution for him and in his name, place and
stead, in any and all capacities, to sign a certain Registration Statement
on Form S-8 to be filed by Universal Standard Healthcare, Inc. and any and
all amendments thereto, and any registration statement for registering
additional shares of Universal Standard Healthcare, Inc.'s Common Stock
comprising the same offering for which the Form S-8 will be filed and any
and all amendments thereto, and to file the same with the Securities and
Exchange Commission, granting unto such attorney-in-fact and agents, and
each of them, full power and authority to do and perform each and every
act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that such attorneys-in-fact
and agents, or any of them, or their or his substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
Dated: February 5, 1998 /s/ Thomas R. Donahue
Thomas R. Donahue, Director
Exhibit 24.5
UNIVERSAL STANDARD HEALTHCARE, INC.
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each of the undersigned
constitutes and appoints Eugene E. Jennings and Thomas S. Vaughn, and each
of them, his true and lawful attorneys-in-fact and agents, with full power
of substitution, and resubstitution for him and in his name, place and
stead, in any and all capacities, to sign a certain Registration Statement
on Form S-8 to be filed by Universal Standard Healthcare, Inc. and any and
all amendments thereto, and any registration statement for registering
additional shares of Universal Standard Healthcare, Inc.'s Common Stock
comprising the same offering for which the Form S-8 will be filed and any
and all amendments thereto, and to file the same with the Securities and
Exchange Commission, granting unto such attorney-in-fact and agents, and
each of them, full power and authority to do and perform each and every
act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that such attorneys-in-fact
and agents, or any of them, or their or his substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
Dated: February 5, 1998 /s/ Thomas W. Gorman
Thomas W. Gorman, Director
Exhibit 24.6
UNIVERSAL STANDARD HEALTHCARE, INC.
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each of the undersigned
constitutes and appoints Eugene E. Jennings and Thomas S. Vaughn, and each
of them, his true and lawful attorneys-in-fact and agents, with full power
of substitution, and resubstitution for him and in his name, place and
stead, in any and all capacities, to sign a certain Registration Statement
on Form S-8 to be filed by Universal Standard Healthcare, Inc. and any and
all amendments thereto, and any registration statement for registering
additional shares of Universal Standard Healthcare, Inc.'s Common Stock
comprising the same offering for which the Form S-8 will be filed and any
and all amendments thereto, and to file the same with the Securities and
Exchange Commission, granting unto such attorney-in-fact and agents, and
each of them, full power and authority to do and perform each and every
act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that such attorneys-in-fact
and agents, or any of them, or their or his substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
Dated: February 4, 1998 /s/ Thomas Hirsch
Thomas Hirsch, Director
Exhibit 24.7
UNIVERSAL STANDARD HEALTHCARE, INC.
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each of the undersigned
constitutes and appoints Eugene E. Jennings and Thomas S. Vaughn, and each
of them, his true and lawful attorneys-in-fact and agents, with full power
of substitution, and resubstitution for him and in his name, place and
stead, in any and all capacities, to sign a certain Registration Statement
on Form S-8 to be filed by Universal Standard Healthcare, Inc. and any and
all amendments thereto, and any registration statement for registering
additional shares of Universal Standard Healthcare, Inc.'s Common Stock
comprising the same offering for which the Form S-8 will be filed and any
and all amendments thereto, and to file the same with the Securities and
Exchange Commission, granting unto such attorney-in-fact and agents, and
each of them, full power and authority to do and perform each and every
act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that such attorneys-in-fact
and agents, or any of them, or their or his substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
Dated: February 11, 1998 /s/ Joseph J. Vadapalas
Joseph J. Vadapalas, Director
Exhibit 24.8
UNIVERSAL STANDARD HEALTHCARE, INC.
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each of the undersigned
constitutes and appoints Eugene E. Jennings and Thomas S. Vaughn, and each
of them, his true and lawful attorneys-in-fact and agents, with full power
of substitution, and resubstitution for him and in his name, place and
stead, in any and all capacities, to sign a certain Registration Statement
on Form S-8 to be filed by Universal Standard Healthcare, Inc. and any and
all amendments thereto, and any registration statement for registering
additional shares of Universal Standard Healthcare, Inc.'s Common Stock
comprising the same offering for which the Form S-8 will be filed and any
and all amendments thereto, and to file the same with the Securities and
Exchange Commission, granting unto such attorney-in-fact and agents, and
each of them, full power and authority to do and perform each and every
act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that such attorneys-in-fact
and agents, or any of them, or their or his substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
Dated: February 2, 1998 /s/ Alan S. Ker
Alan S. Ker, Director
