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As filed with the Securities and Exchange Commission on June 2, 1997
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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ARBOR HEALTH CARE COMPANY
(Exact Name of Issuer as Specified in its Charter)
DELAWARE 34-1469604
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1100 SHAWNEE ROAD, P.O. BOX 840
LIMA, OHIO 45802-0840
(Address of principal executive offices)
ARBOR HEALTH CARE COMPANY
1995 STOCK OPTION PLAN
(Full Title of Plan)
PIER C. BORRA
CHAIRMAN, PRESIDENT AND CEO
ARBOR HEALTH CARE COMPANY
1100 SHAWNEE ROAD, P.O. BOX 840
LIMA, OHIO 45802-0840
(419) 227-3000
(Name, Address and Telephone Number of Agent for Service)
Copy to:
GREGORY C. YADLEY, ESQUIRE
SHUMAKER, LOOP & KENDRICK, LLP
101 EAST KENNEDY BLVD., SUITE 2800
TAMPA, FL 33602
(813) 229-7600
CALCULATION OF REGISTRATION FEE
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<CAPTION>
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PROPOSED MAXIMUM
TITLE OF SECURITIES AMOUNT TO PROPOSED MAXIMUM OFFERING AGGREGATE AMOUNT
TO BE REGISTERED BE REGISTERED (1) PRICE PER SHARE (2) OFFERING PRICE (2) REGISTRATION FEE
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<S> <C> <C> <C> <C>
Shares of Common
Stock, par value 300,000 shares $28.75 $8,625,000 $2,613.64
$.03 per share
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</TABLE>
(1) A maximum of 300,000 shares in addition to those previously registered may
be issued under the 1995 Stock Option Plan. Such shares may be in whole or in
part, as the Board of Directors of the Registrant shall determine, authorized
but unissued shares of Common Stock or issued shares of Common Stock which shall
have been reacquired by the Registrant. The registration statement also includes
an indeterminable number of additional shares that may become issuable as a
result of terminated, expired or surrendered options for shares of Common Stock,
or pursuant to the antidilution adjustment provisions of the Plan.
(2) Estimated solely for the purpose of calculating the registration fee.
Pursuant to Rule 457(h), the fee is calculated on the basis of the average of
the high and low prices for the Registrant's Common Stock reported in The Nasdaq
Stock Market on May 29, 1997.
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The contents of the Registration Statement on Form S-8, File No.
33-97384, for Arbor Health Care Company, as previously filed with the
Commission, are hereby incorporated herein by reference.
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No. Description
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<S> <C>
4.1 Arbor Health Care Company 1995 Stock Option Plan (incorporated by
reference to the Company's Proxy Statement dated April 24, 1995).
4.2 Amendment No. 1 to 1995 Stock Option Plan.
5 Opinion of Shumaker, Loop & Kendrick, LLP as to the legality of the
securities being registered
24.1 Consent of Shumaker, Loop & Kendrick, LLP (included in their opinion
filed as Exhibit 5)
24.2 Consent of Ernst & Young LLP, independent auditors
</TABLE>
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
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 Lima, State of Ohio, on this 22nd day of May,
1997.
ARBOR HEALTH CARE COMPANY
By: /s/ Pier C. Borra
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Pier C. Borra, Chairman,
President and CEO
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and
appoints Pier C. Borra his true and lawful attorney-in-fact and agent, 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 and 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 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 by the following persons in the
capacities indicated on this 22nd day of May, 1997.
SIGNATURE TITLE
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/s/ Pier C. Borra
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Pier C. Borra Director, Chairman of the Board, President
and CEO
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/s/ Carl R. Adkins
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Carl R. Adkins Director
/s/ Thomas A. James
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Thomas A. James Director
/s/ Fredrick C. Powell
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Fredrick C. Powell Director
/s/ Bruce G. Thompson
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Bruce G. Thompson Director
/s/ James F. White, Jr.
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James F. White, Jr. Director
/s/ Dennis R. Smith
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Dennis R. Smith Senior Vice President-Finance, Chief
Financial Officer, and Chief Accounting
Officer
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EXHIBIT INDEX
The following exhibits are filed herewith as part of this Registration
Statement:
<TABLE>
<CAPTION>
Sequential
Exhibit No. Description Page No.
----------- ----------- --------
<S> <C> <C>
4.1 Arbor Health Care Company 1995 Stock
Option Plan (incorporated by reference to the
Company's Proxy Statement dated April 24,
1995).
4.2 Amendment No. 1 to 1995 Stock Option Plan.
5 Opinion of Shumaker, Loop & Kendrick, LLP
as to the legality of the securities being
registered
24.1 Consent of Shumaker, Loop & Kendrick, LLP (included
in their opinion filed as Exhibit 5)
24.2 Consent of Ernst & Young LLP, independent
auditors
</TABLE>
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EXHIBIT 4.2
ARBOR HEALTH CARE COMPANY
AMENDMENT NO. 1 TO
1995 STOCK OPTION PLAN
WHEREAS, ARBOR HEALTH CARE COMPANY, a Delaware corporation (the
"Company"), sponsors the Arbor Health Care Company 1995 Stock Option Plan (the
"Plan"); and
WHEREAS, Section 18 of the Plan provides that the Plan may be amended
by the Board of Directors (the "Board") of the Company; and
WHEREAS, the Board has determined that it is in the best interest of
the Company and its stockholders to amend the Plan, effective as of April 1,
1997, in the manner contemplated below, subject to the approval of the amendment
by the stockholders of the Company at the 1997 Annual Meeting of the
Stockholders of the Company;
NOW, THEREFORE, the Plan is hereby amended as follows:
1. Section 4 of the Plan is amended by deleting the number "332,197"
and replacing it with the following:
"632,197"
2. This Amendment shall be effective as of April 1, 1997, subject to
the approval of this Amendment by the stockholders of the Company at the 1997
Annual Meeting of the Stockholders of the Company. Except as otherwise amended
hereby, the Plan shall remain in full force and effect.
IN WITNESS WHEREOF, the undersigned, being the duly elected and
authorized Secretary of the Company, hereby certifies that this Amendment No. 1
to 1995 Stock Option Plan was legally and validly approved by the Board of
Directors of the Company on February 21, 1997.
ARBOR HEALTH CARE COMPANY
By: /s/ Brad C. Roush
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Brad C. Roush, Secretary
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EXHIBIT 5
[Letterhead of Shumaker, Loop & Kendrick, LLP]
May 29, 1997
Arbor Health Care Company
1100 Shawnee Road
P.O. Box 840
Lima, Ohio 45802
Re: SECURITIES AND EXCHANGE COMMISSION
REGISTRATION STATEMENT ON FORM S-8
COVERING 300,000 SHARES OF COMMON STOCK, $.03 PAR VALUE
Gentlemen:
We are legal counsel to Arbor Health Care Company, a Delaware
corporation (the "Company"), and have acted as such in the preparation and
filing of its Registration Statement on Form S-8 with the Securities and
Exchange Commission (the "SEC") pursuant to the requirements of the Securities
Act of 1933, as amended, and the General Rules and Regulations of the SEC
promulgated thereunder for the registration of 300,000 shares (the "Shares") of
the common stock, par value $.03 per share, of the Company. In connection with
the following opinion, we have examined and have relied upon such documents,
records, certificates, statements and instruments as we have deemed necessary
and appropriate to render the opinion herein set forth.
Based upon the foregoing, it is our opinion that the Shares, when and
if sold in the manner set forth in the Registration Statement, will be legally
issued, fully paid and nonassessable.
The undersigned hereby consents to the filing of this opinion as
Exhibit 5 to the Registration Statement.
Very truly yours,
SHUMAKER, LOOP & KENDRICK, LLP
/s/ Gregory C. Yadley
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Gregory C. Yadley
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EXHIBIT 24.2
Consent of Independent Auditors
We consent to the incorporation by reference in the Registration Statement (Form
S-8) pertaining to the Arbor Health Care Company 1995 Stock Option Plan of our
report dated February 7, 1997, with respect to the consolidated financial
statements and schedule of Arbor Health Care Company included in its Annual
Report (Form 10-K) for the year ended December 31, 1996, filed with the
Securities and Exchange Commission.
/s/ Ernst & Young LLP
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ERNST & YOUNG LLP
Toledo, Ohio
May 29, 1997
