As filed with the Securities and Exchange Commission
on April 10, 1997
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8 REGISTRATION
STATEMENT UNDER
THE SECURITIES ACT OF 1933
THE MULTICARE COMPANIES, INC.
(Exact name of registrant specified in its charter)
Delaware
(State or other jurisdiction of incorporation or organization)
22-3152527
(I.R.S. Employer Identification No.)
411 Hackensack Avenue, Hackensack, New Jersey 07601
(Address of principal executive offices) (Zip Code)
THE CENTURY CARE MANAGEMENT, INC.
401(k) SAVINGS PLAN
(Full title of the plan)
BRADFORD C. BURKETT, ESQ.
Senior Vice President and General Counsel
The Multicare Companies, Inc.
411 Hackensack Avenue Hackensack, New Jersey 07601
(201) 488-8818
(Name, address and telephone number of agent for service)
CALCULATION OF REGISTRATION FEE
Title of Amounts Proposed Proposed Amount
Securities to be Maximum Maximum of
to be Registered Offering Price Aggregate Registration
Registered Per Share* Offering Price* Fee
Common Stock 250,000 shares $18.135 $4,531,250 $1,373.11
$0.01 par
value
* Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h) under the Securities Act of 1933, as amended, based
upon the average of the high and low prices reported in the New York Stock
Exchange consolidated reporting system as of April 4, 1997.
In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
this registration statement also covers an indeterminate amount of interests
to be offered or sold pursuant to the employee benefit plan described herein.
<PAGE> 1
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 3. Incorporation of Documents By Reference.
The Registrant (also referred to herein as the "Company") hereby
incorporates by reference into this Registration Statement the following
documents:
(a) The Registrant's Annual Report on Form 10-K for the year ended
December 31, 1996.
(b) All other reports, if any, filed by the Registrant pursuant to
Sections 13(a) or 15(d) of the Securities Exchange Act of 1934 (the "Exchange
Act") since December 31, 1996.
(c) The description of the Registrant's Common Stock, $.01 par value,
set forth in the Company's Registration Statement on Form 8-A dated August
16, 1995 ("Common Stock").
All documents filed by the Registrant with the Commission after the date
of this Registration Statement under Sections 13(a), 13(c), 14 and 15(d) of the
Exchange Act, and before the filing of a post-effective amendment which
indicates that all securities offered hereunder have been sold or
which deregisters all securities then remaining unsold, will be deemed to
be incorporated by reference into this Registration Statement and to be a
part hereof from the date of filing of such documents.
Item 4. Description of Securities.
Not Applicable.
Item 5. Interests of Named Experts and Counsel.
Not Applicable.
Item 6. Indemnification of Directors and Officers.
Section 145 of the General Corporation Law of the State of Delaware (the
"GCL") empowers a corporation, subject to certain limitations, to indemnify
its directors and officers against actual and reasonable expenses (including
attorney's fees), judgments, fines and amounts paid in settlement actually
and reasonably incurred by them in connection with litigation against them in
their capacities as directors and officers. As permitted by such Section,
the Company's Certificate of Incorporation provides that the Company shall
indemnify any person who was or is made a party or is threatened to be made
a party to any action, suit or proceeding (whether civil or otherwise)
by reason of the fact that such person is or was a director or officer of
the Company or by reason of the fact that such director or officer, at
the request of the Company, is or was serving any other corporation,
partnership, joint venture, trust, employee benefit plan or other
enterprise, in any capacity, to the fullest extent authorized or permitted
by the GCL.
The By-laws of the Company provide that the Company shall indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative, including, without limitation, an
<PAGE> 2
action by or in the right of the Company by reason of the fact that such
person is or was a director or officer of the Company or is or was serving at
the request of the Company as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
against expenses (including attorneys' fees), judgments, fines and amounts
paid in settlement actually and reasonably incurred by such person in
connection with such action, suit or proceeding to the fullest extent and in
the manner set forth and permitted by the GCL or any other applicable law,
as from time to time in effect.
The Certificate of Incorporation and the By-laws provide that the
foregoing indemnification shall not be deemed exclusive of any other
rights to which a person seeking indemnification may be entitled under any
statute, the Certificate of Incorporation, the By-laws, or any agreement,
vote of stockholders or disinterested directors or otherwise, both as to
actions in such person's official capacity and as to actions in any other
capacity while holding office, and shall continue as to a person who has
ceased to be a director or officer, and shall inure to the benefit
of the executors, administrators, legatees and distributees of such person.
Under the Certificate of Incorporation and the By-laws, the Company is
authorized to purchase and maintain insurance on behalf of any person who is
or was a director, officer, employee or agent of the Company, or is or was
serving at the request of the Company as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust or
other enterprise against any liability asserted against such person and
incurred by such person in any such capacity, or arising out of such
person's status as such, whether or not the Company would have the power
to indemnify such person against liability under the provisions of
the Certificate of Incorporation, the By-Laws or any provision of law.
Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits.
See Exhibit Index on page 7.
Item 9. Undertakings.
(a) Rule 415 Offering.
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933 (the "Securities Act");
<PAGE> 3
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the Registration Statement (or the most
recent post-effective amendment thereof) which, individually
or in the aggregate, represent a fundamental change
in the information set forth in the
Registration Statement;
(iii) 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;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed by the Registrant
pursuant to Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in this Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, 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.
(3) 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) Filings Incorporating Subsequent Exchange Act Documents by
Reference.
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report under Section 13(a) or 15(d) of the Exchange Act
(and, where applicable, each filing of an employee benefit plan's annual
report under Section 15(d) of the Exchange Act) 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.
(h) Filing of Registration Statement on Form S-8. Insofar as
indemnification for liabilities arising under the Securities Act 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 Commission such indemnification is
against public policy as expressed in the Securities 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 Securities
Act and will be governed by the final adjudication of such issue.
<PAGE> 4
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 the City of Hackensack, State of New Jersey, on
March 31, 1997.
THE MULTICARE COMPANIES, INC.
(The Registrant)
By /s/ Daniel E. Straus
Daniel E. Straus
President
Pursuant to the requirements of the Securities Act of 1934, this
Registration Statement has been signed below by the following persons on
behalf of the Registrant in the capacities indicated on March 31, 1997.
Signature Title
/s/ Moshael J. Straus Chairman of the Board,
Moshael J. Straus Co-Chief Executive Officer
and Director
(Principal Executive Officer)
/s/ Daniel E. Straus President, Co-Chief Executive
Daniel E. Straus Officer and Director
(Principal Executive Officer)
/s/ Stephen R. Baker Executive Vice President, Chief
Stephen R. Baker Financial Officer and Director
(Principal Financial and
Accounting Officer)
/s/ Paul J. Klausner Executive Vice President
Paul J. Klausner and Director
<PAGE> 5
Stuart H. Altman Director
Constance B. Girard-diCarlo Director
/s/ Menachem Rosenberg Director
Menachem Rosenberg
/s/ George R. Zoffinger Director
George R. Zoffinger
The Plan
Pursuant to the requirements of the Securities Act of 1933, the Plan has
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Hackensack, State of
New Jersey, on March 31, 1997.
CENTURY CARE MANAGEMENT, INC.
401(k) SAVINGS PLAN
By: /s/ Daniel E. Straus
Daniel E. Straus
*Bradford C. Burkett, by signing his name hereto, signs this document on
behalf of the persons indicated above pursuant to powers of attorney duly
executed by such persons.
*By /s/ Bradford C. Burkett
Bradford C. Burkett
Attorney in Fact
<PAGE> 6
EXHIBIT INDEX
The following exhibits are filed as part of this Registration Statement:
Exhibit
* 4.1 Restated Certificate of Incorporation of the Registrant.
* 4.2 Bylaws of the Registrant.
5.1 Legal opinion of Bradford C. Burkett, Esq., Senior Vice
President and General Counsel of the Registrant.
23.1 Consent of KPMG Peat Marwick LLP
23.2 Consent of Bradford C. Burkett, Esq., Senior Vice
President and General Counsel of the Registrant (included
in the opinion filed as Exhibit 5.1).
* Incorporated by reference to Registration Statement No. 33-6544
effective August 18, 1993.
<PAGE> 7
POWER OF ATTORNEY FOR
DIRECTORS OF
THE MULTICARE COMPANIES, INC.
Pursuant to the requirements of the Securities Act of 1933, the
undersigned directors of The Multicare Companies, Inc., a Delaware
corporation (the "Company"), hereby appoint Bradford C. Burkett as
attorney-in-fact with full power of substitution and resubstitution to sign
for the undersigned and in the name of the undersigned in any and all
capacities with respect to the registration on Form S-8 of 250,000 shares of
Common Stock of the Company under the Century Care Management, Inc. 401(k)
Savings Plan (the Registration Statement") with the Securities and Exchange
Commission ("SEC"), and to sign any and all amendments (including post-effective
amendments) thereto and any and all applications or other documents to be
filed with the SEC pertaining to the Registration Statement, and to grant
unto the attorney-in-fact and agent the full power and authority to do and
perform each and every act and thing required to be done, as fully to all
intents and purposes as the undersigned could do if personally present. The
undersigned hereby ratifies and confirms all that the attorney-in-fact and
agent or its substitutes may lawfully do or cause to be done by virtue hereof.
Signature Title Date
/s/ Mosahel J. Straus Chairman of the Board, March 31, 1997
Moshael J. Straus Co-Chief Executive Officer
and Director
(Principal Executive Officer)
/s/ Daniel E. Straus President, Co-Chief Executive March 31, 1997
Daniel E. Straus Officer and Director
(Principal Executive Officer)
/s/ Stephen R. Baker Executive Vice President, Chief March 31, 1997
Stephen R. Baker Financial Officer and Director
(Principal Financial and
Accounting Officer)
/s/ Paul J. Klausner Executive Vice President March 31, 1997
Paul J. Klausner and Director
/s/ Stuart H. Altman Director March 31, 1997
Stuart H. Altman
<PAGE>
Constance B. Girard- Director March __, 1997
diCarlo
/s/ Menachem Rosenberg Director March 31, 1997
Menachem Rosenberg
/s/ George R. Zoffinger Director March 31, 1997
George R. Zoffinger
Exhibit 5.1
March 31, 1997
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Securities Act of 1933 Form S-8
Registration Statement for the Century
Care Management, Inc. 401(k) Savings Plan
Ladies and Gentlemen:
I have acted as counsel for The Multicare Companies, Inc., a
Delaware corporation (the "Company"), in connection with the proposed
issuance by the Company of up to 250,000 shares of the Company's Common Stock,
par value $.01 per share (the "Common Stock"), under the Century Care
Management, Inc. 401(k) Savings Plan (the "Plan"), which Common Stock is
being registered pursuant to the filing of a Registration Statement on Form
S-8 under the Securities Act of 1933 (the "Act").
I have examined the Restated Certificate of Incorporation of the
Company, its Bylaws, the Plan and such other corporate records, certificates,
documents and matters of law as I have deemed necessary to render this
opinion.
Based on the foregoing, I am of the opinion that the shares of
Common Stock to be issued under the terms of the Plan will duly be
authorized, validly issued, fully paid and nonassessable.
I hereby consent to the filing of this opinion as Exhibits 5.1 and
23.2 to the Registration Statement. By giving such consent, I do not thereby
admit that I am an expert with respect to any part of the Registration
Statement, including this exhibit, within the meaning of the term "expert" as
used in the Act or the rules and regulations of the Securities and Exchange
Commission issued thereunder.
Very truly yours,
/s/ Bradford C. Burkett
Bradford C. Burkett
Exhibit 23
Accountants' Consent
The Board of Directors
The Multicare Companies, Inc.:
We consent to the use of our report incorporated herein by reference.
KPMG PEAT MARKWICK LLP
April 8, 1997
Short Hills, New Jersey
