<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 17, 1998
REGISTRATION NO. 33-94584
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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POST EFFECTIVE AMENDMENT NO. 1 TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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NORTHSTAR HEALTH SERVICES, INC.
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(Exact name of registrant as specified in its charter)
Delaware 25-1697152
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(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
665 Philadelphia Street
Indiana, Pennsylvania 15701
- - ---------------------------------------- ----------
(Address of Principal Executive Offices) (Zip Code)
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NORTHSTAR HEALTH SERVICES, INC.
1994 STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS
NORTHSTAR HEALTH SERVICES, INC.
1992 STOCK OPTION PLAN
(Full title of plans)
--------------------
Thomas W. Zaucha, Chairman of the Board, President and CEO
Northstar Health Services, Inc.
665 Philadelphia Street
Indiana, Pennsylvania 15701
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(Name and address of agent for service)
(724) 465-3200
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(Telephone number, including area code,
of agent for service)
Copy to:
Robin M. Wilder, Esquire
Duane, Morris & Heckscher LLP
305 North Front Street, Fifth Floor, P.O. Box 1003
Harrisburg, Pennsylvania 17108-1003
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TERMINATION OF THE 1994 STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS
AND RELATED DEREGISTRATION OF CERTAIN SHARES OF COMMON STOCK
ISSUABLE UNDER THE PLAN
On July 14, 1995, a registration statement on Form S-8
(Registration No. 33-94584) (the "1995 Registration Statement) was filed with
the Securities and Exchange Commission to register: (i) 150,000 shares of
Northstar Health Services, Inc. common stock, par value $.01 per share (the
"Common Stock"), for issuance under the Northstar Health Services, Inc. 1994
Stock Option Plan for Non-Employee Directors (the "1994 Stock Option Plan"); and
(ii) 650,000 shares of Common Stock for issuance under the Northstar Health
Services, Inc. 1992 Stock Option Plan (the "1992 Stock Option Plan").
At the 1998 Annual Meeting of Stockholders of Northstar Health
Services, Inc. (the "Registrant") held on June 11, 1998, the stockholders
approved a resolution to terminate the 1994 Stock Option Plan, effective June
11, 1998. As a result of the termination of the 1994 Stock Option Plan, the
Registrant is filing this Post-Effective Amendment to the 1995 Registration
Statement for the sole purpose of deregistering 67,500 shares of Common Stock
that as of June 11, 1998 were not subject to options granted pursuant to the
1994 Stock Option Plan and 45,000 shares of Common Stock that as of June 11,
1998 were subject to options granted under the 1994 Stock Option Plan but which
were subsequently canceled. Therefore, in the aggregate, 112,500 shares of
Common Stock are being deregistered pursuant to this Post-Effective Amendment.
This Post-Effective Amendment, however, does not affect the 37,500 shares of
Common Stock registered on the 1995 Registration Statement which are issuable
upon the exercise of currently outstanding options granted under the 1994 Stock
Option Plan.
This Post-Effective Amendment does not affect the 650,000 shares of
Common Stock reserved for issuance under the 1992 Stock Option Plan and
registered on the 1995 Registration Statement, effective July 14, 1995.
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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
Post-Effective Amendment No. 1 to the Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in Indiana, Pennsylvania
on June 11, 1998.
NORTHSTAR HEALTH SERVICES, INC.
By: /s/ THOMAS W, ZAUCHA
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Thomas W. Zaucha, Chairman of
the Board, Director, President and CEO
(Principal Executive Officer)
Know all men by these presents, that each person whose signature
appears below constitutes and appoints Thomas W. Zaucha and Lisa S. Guarino, and
each or either of them, as such person's true and lawful attorneys-in-fact and
agents, with full power of substitution, for such person, and in such person's
name, place and stead, in any and all capacities to sign any or all amendments
or post-effective amendments to this Post-Effective Amendment No. 1 to the
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 and necessary
to be done in and about the premises, as fully to all intents and purposes as
such person might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents, or any of them or their substitutes, may
lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities and on the date indicated.
<TABLE>
<CAPTION>
Signature Title Date
- - --------- ----- ----
<S> <C> <C>
/s/ THOMAS W. ZAUCHA Chairman of the Board, June 11, 1998
- - ------------------------ Director, President, and Chief
Thomas W. Zaucha Executive Officer
(Principal Executive Officer)
/s/ LISA S. GUARINO Executive Vice President, June 11, 1998
- - ------------------------ Chief Financial Officer, and
Lisa S. Guarino Treasurer (Principal Accounting
and Financial Officer)
/s/ LAWRENCE F. JINDRA Director June 11, 1998
- - ------------------------
Lawrence F. Jindra
/s/ JAMES H. MCELWAIN Director June 11, 1998
- - ------------------------
James H. McElwain
/s/ MARK G. MYKITYSHYN Director June 11, 1998
- - ------------------------
Mark G. Mykityshyn
</TABLE>
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<TABLE>
<S> <C> <C>
/s/ ROGER J. RESCHINI Director June 11, 1998
- - ------------------------
Roger J. Reschini
/s/ DAVID B. WHITE Director June 15, 1998
- - ------------------------
David B. White
</TABLE>
