<PAGE> 1
As filed with the Securities and Exchange Commission on June 14, 1996
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
----------------------
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
----------------------
TRANSWORLD HOME HEALTHCARE, INC.
(Exact name of registrant as specified in its charter)
NEW YORK 13-3098275
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
11 SKYLINE DRIVE, HAWTHORNE, NEW YORK 10532
(Address of Principal Executive Offices) (Zip Code)
1992 AMENDED STOCK OPTION PLAN
(Full title of the plan)
WAYNE A. PALLADINO
TRANSWORLD HOME HEALTHCARE, INC.
11 SKYLINE DRIVE
HAWTHORNE, NEW YORK 10532
(Name and address of agent for service)
(914) 345-8880
(Telephone number, including area code, of agent for service)
COPIES TO: LESLIE J. LEVINSON, ESQ.
BAER MARKS & UPHAM LLP
805 THIRD AVENUE
NEW YORK, NEW YORK 10022
(212) 702-5700
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
============================================================================================================
PROPOSED
TITLE OF MAXIMUM PROPOSED MAXIMUM
SECURITIES AMOUNT TO BE OFFERING PRICE AGGREGATE OFFERING AMOUNT OF
TO BE REGISTERED REGISTERED PER SHARE(1) PRICE(1) REGISTRATION FEE
- ------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value
$.01 per share.... 500,000 $8.375(2) $4,187,500(2) $1,444
============================================================================================================
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee.
(2) Based, pursuant to Rule 457(h), on the average of the high and low
price per share of the Registrant's Common Stock on the Automated
Quotation System of the National Association of Securities Dealers
National Market on June 7, 1996.
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EXPLANATORY NOTE
The contents of the registration statement of Transworld Home
HealthCare, Inc. (the "Company") on Form S-8 (File No. 33-82710) are
incorporated herein by reference.
<PAGE> 3
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 8. EXHIBITS.
<TABLE>
<CAPTION>
Exhibit
Number
- ------
<S> <C>
*5.01 Opinion of Baer Marks & Upham LLP.
*23.01 Consent of Coopers & Lybrand L.L.P.
*23.02 Consent of Arthur Andersen LLP.
*23.03 Consent of Baer Marks & Upham (contained in Exhibit 5.01).
*24.01 Powers of Attorney (included on signature page of this registration statement).
</TABLE>
- ---------------------
*Filed herewith.
<PAGE> 4
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 New York, State of New York, on the 14th day of June,
1996.
TRANSWORLD HOME HEALTHCARE, INC.
By: /s/ WAYNE A. PALLADINO
----------------------------
Wayne A. Palladino
Senior Vice President
and Chief Financial Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Robert W. Fine and Wayne A. Palladino 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 any and all amendments (including posteffective 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 attorneys-in-fact and agents, full power and
authority to do and perform each and every act and thing requisite or necessary
to be done in and about the premises, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or either of them or their or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
-2-
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Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
/s/JOSEPH J. RAYMOND Chairman of the June 14, 1996
- ------------------------ Board and Director
Joseph J. Raymond
/s/ROBERT W. FINE President, Chief June 14, 1996
- ------------------------ Executive Officer,
Robert W. Fine Chief Operating
Officer and Director
/s/WAYNE A. PALLADINO Senior Vice President June 14, 1996
- ------------------------ and Chief Financial
Wayne A. Palladino Officer
/s/RICHARD A. YOKEN Director June 14, 1996
- ------------------------
Richard A. Yoken
/s/ELLIOTT H. VERNON Director June 14, 1996
- ------------------------
Elliott H. Vernon
/s/SCOTT A. SHAY Director June 14, 1996
- ------------------------
Scott A. Shay
</TABLE>
-3-
<PAGE> 6
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
Number Page No.
--------
<S> <C>
*5.01 Opinion of Baer Marks & Upham LLP.
*23.01 Consent of Coopers & Lybrand L.L.P.
*23.02 Consent of Arthur Andersen LLP.
*23.03 Consent of Baer Marks & Upham (contained in Exhibit
5.01).
*24.01 Powers of Attorney (included on signature page of this
registration statement).
</TABLE>
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*Filed herewith.
<PAGE> 1
June 14, 1996
Transworld Home HealthCare Inc.
11 Skyline Drive
Hawthorne, New York 10532
Gentlemen:
We have acted as counsel to Transworld Home HealthCare Inc., a New York
corporation (the "Company"), in connection with a Registration Statement on Form
S-8 (the "Registration Statement") being filed with the Securities and Exchange
Commission under the Securities Act of 1933, as amended, relating to the
offering of 500,000 shares (the "Shares") of Common Stock, $.01 par value per
share, issuable upon the exercise of options granted to certain employees of the
Company and others pursuant to the Company's Amended 1992 Stock Option Plan (the
"Plan").
In connection with the foregoing, we have examined originals or copies,
satisfactory to us, of all such corporate records and of all such agreements,
certificates and other documents as we have deemed relevant and necessary as a
basis for the opinion hereinafter expressed. In such examination, we have
assumed the genuineness of all signatures, the authenticity of all documents
submitted to us as originals and the conformity with the original documents of
all documents submitted to us as copies. As to any facts material to such
opinion, we have, to the extent that relevant facts were not independently
established by us, relied on certificates of public officials and certificates
of officers or other representatives of the Company.
Based upon and subject to the foregoing, we are of the opinion that,
when issued and paid for in accordance with the Plan, the Shares will be validly
issued, fully paid and non-assessable (except for such liability as is provided
in Section 630 of the New York Business Corporation Law).
We are members of the bar of the State of New York and are not licensed
or admitted to practice law in any other jurisdiction. Accordingly, we express
no opinion with respect to the laws of any jurisdiction other than the State of
New York and the federal laws of the United States.
Leslie J. Levinson, a member of this firm, is the Secretary of the
Company. The information on which we have based this opinion does not include
any information which Mr. Levinson may have received, or may be deemed to have
received,
<PAGE> 2
or matters of which Mr. Levinson may have become aware, or may have been deemed
to have become aware, solely by reason of his serving in the capacity of
Secretary of the Company. We assume no obligation to advise you of any changes
to this opinion which may come to our attention after the date hereof. This
opinion may not be relied upon or furnished to any other person except the
addressee hereof without the express written consent of this firm.
We hereby consent to the use of our opinion as herein set forth as
an exhibit to the Registration Statement and to the use of our name under the
caption "Legal Matters" in the Prospectus forming part of the Registration
Statement. In giving such consent, we do not thereby concede that we are in the
category of persons whose consent is required under Section 7 of the Securities
Act of 1933, as amended or the rules and regulations thereunder or that we are
"experts" within the meaning of such act, rules and regulations.
Very truly yours,
BAER MARKS & UPHAM LLP
<PAGE> 1
EXHIBIT 23.01
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the registration statement of
Transworld Home HealthCare, Inc. on Form S-8 of our report dated December 20,
1995, except as to the information presented in the last two paragraphs in Note
11 for which the date is January 10, 1996, on our audits of the consolidated
financial statements and financial statement schedule of Transworld Home
HealthCare, Inc. as of October 31, 1995 and 1994, and for the years ended
October 31, 1995, 1994 and 1993, which report is included in Transworld Home
HealthCare, Inc.'s 1995 Annual Report on Form 10-K, which is incorporated by
reference in this Form S-8. Our report on such audits contains an explanatory
paragraph related to the adoption of the provisions of the Financial
Accounting Standards Board's Statement of Financial Accounting Standards
No. 109, Accounting for Income Taxes, in fiscal 1994.
/s/ COOPERS & LYBRAND L.L.P.
New York, New York
June 12, 1996
<PAGE> 1
EXHIBIT 23.02
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
We hereby consent to the incorporation by reference in this registration
statement on Form S-8 of our report dated December 15, 1993 on our audit of the
financial statements of The PromptCare Companies, Inc. as of October 31, 1993
and for the two months then ended, which report is included in Transworld Home
HealthCare Inc.'s Form 10-K for the year ended October 31, 1995 which is
incorporated by reference in this Form S-8.
/S/ ARTHUR ANDERSEN LLP
Roseland, New Jersey
June 12, 1996
