<PAGE>
As filed with the Securities and Exchange Commission on April 3, 1998
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
------------------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------------------
TRANSWORLD 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.)
555 MADISON AVENUE, NEW YORK, NEW YORK 10022
(Address of Principal Executive Offices) (Zip Code)
1992 AMENDED STOCK OPTION PLAN
(Full title of the plan)
WAYNE A. PALLADINO
TRANSWORLD HEALTHCARE, INC.
555 MADISON AVENUE
NEW YORK, NEW YORK 10022
(Name and address of agent for service)
(212) 750-0064
(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
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
===================================================================================================================================
PROPOSED
PROPOSED MAXIMUM
TITLE OF MAXIMUM AGGREGATE
SECURITIES AMOUNT TO BE OFFERING PRICE OFFERING PRICE AMOUNT OF
TO BE REGISTERED REGISTERED PER SHARE (1) (1) REGISTRATION FEE
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Shares, par 1,500,000
value $.01 per share.... shares $ 6.0625 $ 9,093,750 $ 2,755.68
===================================================================================================================================
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h) based on the average of the high and low sales
prices per share of the Registrant's Common Shares as reported by the
Nasdaq National Market(R) on April 1, 1998.
<PAGE>
EXPLANATORY NOTE
The contents of the registration statement of Transworld HealthCare,
Inc. (the "Company") on Form S-8 (File No. 333-06013) are incorporated herein
by reference.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 8. EXHIBITS.
Exhibit Number Description of Exhibit
- -------------- ----------------------
5.1* Opinion of Baer Marks & Upham LLP as to the legality
of the securities being registered hereby.
23.1* Consent of Baer Marks & Upham LLP (included in
Exhibit 5.1).
23.2* Consent of Coopers & Lybrand L.L.P., independent
accountants of the Company.
24* Power of Attorney (included on page II-3 of this
Registration Statement).
- ---------------------
*Filed herewith.
II-1
<PAGE>
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 3rd day of
April 1998.
TRANSWORLD HEALTHCARE, INC.
/s/TIMOTHY M. AITKEN
------------------------------------------------
Timothy M. Aitken
Chairman of the Board, President and
Chief Executive Officer (Principal Executive Officer)
II-2
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Wayne A. Palladino as his true and
lawful attorney-in-fact and agent, with full powers 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 post-effective
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 or necessary to be done, as fully to 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 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/TIMOTHY M. AITKEN Chairman of the Board, President and April 3, 1998
- ------------------------ Chief Executive Officer (Principal
Timothy M. Aitken Executive Officer)
/s/WAYNE A. PALLADINO Senior Vice President and Chief April 3, 1998
- ------------------------ Financial Officer (Principal
Wayne A. Palladino Financial and Accounting Officer)
/s/LEWIS S. RANIERI Director April 3, 1998
- ------------------------
Lewis S. Ranieri
/s/SCOTT A. SHAY Director April 3, 1998
- ------------------------
Scott A. Shay
/s/MICHAEL G. SCOREY Director April 3, 1998
- ------------------------
Michael G. Scorey
</TABLE>
II-3
<PAGE>
INDEX TO EXHIBITS FILED WITH
FORM S-8 REGISTRATION STATEMENT
<TABLE>
<CAPTION>
EXHIBIT NUMBER Description PAGE NUMBER
- -------------- ----------- ------------
<S> <C> <C>
5.1 Opinion of Baer Marks & Upham LLP as to the
legality of the securities being registered hereby.
23.1 Consent of Baer Marks & Upham LLP (included in
Exhibit 5.1).
23.2 Consent of Coopers & Lybrand L.L.P., independent
accountants of the Company.
24 Power of Attorney (included on page II-3 of this
Registration Statement).
</TABLE>
<PAGE>
[BAER MARKS LETTERHEAD]
April 3, 1998
Transworld HealthCare Inc.
555 Madison Avenue
New York, New York 10022
RE: Registration Statement on Form S-8
Gentlemen:
We have acted as counsel to Transworld 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 an additional 1,500,000 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 the Registration Statement has become effective and 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.
<PAGE>
Transworld HealthCare, Inc.
April 3, 1998
Page 4
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,
/s/ Baer Marks & Upham LLP
BAER MARKS & UPHAM LLP
LJL/MLP/ABM
<PAGE>
Exhibit 23.1
The consent of Baer Marks & Upham LLP is contained in their opinion
filed as Exhibit 5.1 hereto.
<PAGE>
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this registration statement of
Transworld HealthCare, Inc. on Form S-8 of our report dated November 24, 1997,
on our audits of the consolidated financial statements and the financial
statements schedule of Transworld HealthCare, Inc. as of September 30, 1997 and
October 31, 1996 and for the eleven months ended September 30, 1997 and for
each of the two years in the period ended October 31, 1996, which report is
included in Transworld HealthCare, Inc.'s Transition Report on Form 10-K for
the eleven months ended September 30, 1997 which is incorporated by reference
in this Form S-8.
Coopers & Lybrand L.L.P.
New York, New York
April 2, 1998
