<PAGE> 1
As filed with the Securities and Exchange Commission on January 28, 1997
Registration No. 33-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER THE
SECURITIES ACT OF 1933
HEALTH POWER, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 31-1145640
(State or other jurisdiction of (IRS Employer Identifica-
incorporation or organization) tion Number)
1209 ORANGE STREET
WILMINGTON, DELAWARE 19801
(Address of principal executive offices) (Zip code)
HEALTH POWER, INC.
1996 DIRECTORS STOCK AWARD AND PURCHASE PLAN
(Full title of the plan)
DR. BERNARD F. MASTER, CHAIRMAN AND
CHIEF EXECUTIVE OFFICER
HEALTH POWER MANAGEMENT CORPORATION
560 EAST TOWN STREET
COLUMBUS, OHIO 43215
(614) 461-9900
(Name, address and telephone number, including
area code, of agent for service)
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
==================================================================================
Proposed Proposed
maximum maximum
Amount offering aggregate Amount of
Title of securities to be price per offering registration
to be registered registered(1) share(2) price(2) fee
- ----------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $0.01 par value 35,000 $3.82 $133,700 $41.00
==================================================================================
<FN>
(1) Pursuant to Rule 416(a) under the Securities Act of 1933, as amended,
this Registration Statement also includes an indeterminable number of
additional shares of Common Stock that may become issuable pursuant to
antidilution adjustment provisions of the Plan.
(2) Estimated solely for the purpose of calculating the registration fee in
accordance with Rules 457(h)(1) and 457(c) under the Securities Act of
1933, as amended, on the basis of the average of the high and low sale
prices of the Registrant's Common Stock in the Nasdaq National Market
system on January 23, 1997.
</TABLE>
<PAGE> 2
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents are incorporated by reference in this
Registration Statement:
(a) The Registrant's latest annual report filed pursuant to
Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (the
"Exchange Act");
(b) All other reports filed by the Registrant pursuant to
Sections 13(a) or 15(d) of the Exchange Act since the end of the fiscal
year covered by the annual report referred to in (a) above; and
(c) The description of the Registrant's shares of Common Stock
which is contained in the Registrant's registration statement filed
under Section 12 of the Exchange Act, including any amendments or
reports filed for the purpose of updating such description.
All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14, and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment to this Registration Statement which indicates that all
of the shares of Common Stock offered have been sold or which deregisters all of
such shares then remaining unsold, shall be deemed to be incorporated by
reference in this Registration Statement and to be a part hereof from the date
of filing of such documents. Any statement contained in a document incorporated
or deemed to be incorporated by reference herein shall be deemed to be modified
or superseded for purposes of this Registration Statement to the extent that a
statement contained herein or in any other subsequently filed document which
also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.
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 Delaware Business Corporation Act (the "Delaware
Law") sets forth conditions and limitations governing the indemnification of
officers, directors, and other persons. Indemnification is permitted in third
party actions where the indemnified person acted in good faith and in a manner
he reasonably believed to be in or not opposed to the best interests of the
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<PAGE> 3
corporation and in criminal actions where he had no reasonable cause to believe
his conduct was unlawful. Indemnification is also permitted in lawsuits brought
by or on behalf of the corporation if the standards of conduct described above
are met, except that no indemnification is permitted in respect to any matter in
which the person is adjudged to be liable to the corporation unless a court
shall determine that indemnification is fair and reasonable in view of all the
circumstances of the case. In cases where indemnification is permissive, a
determination as to whether the person met the applicable standard of conduct
must be made either by the court, by disinterested directors, by independent
legal counsel, or by the stockholders. Indemnification against expenses
(including attorneys' fees) actually and reasonably incurred by directors,
officers, employees and agents is required under Section 145 of the Delaware Law
in those cases where the person to be indemnified has been successful on the
merits or otherwise in defense of a lawsuit of the type described above. Such
indemnification rights are specifically not deemed to be exclusive of other
rights of indemnification by agreement or otherwise and the corporation is
authorized to advance expenses incurred prior to the final disposition of a
matter upon receipt of an undertaking to repay such amounts on a determination
that indemnification was not permitted in the circumstances of the case.
Article 6 of the Amended and Restated By-Laws of the Registrant, a copy
of which is filed as Exhibit 4(b) (the "By-Laws"), contains certain
indemnification provisions adopted pursuant to authority contained in Section
145 of the Delaware Law. The By-Laws provide for the indemnification of its
officers, directors, employees, and agents against all expenses with respect to
any judgments, fines, and amounts paid in settlement, or with respect to any
threatened, pending, or completed action, suit, or proceeding to which they were
or are parties or are threatened to be made parties by reason of acting in such
capacities, provided that it is determined, either by a majority vote of a
quorum of disinterested directors of the Registrant or by the stockholders of
the Registrant or otherwise as provided in Section 6.4 of Article 6 of the
By-Laws, that: (i) they acted in good faith and in a manner they reasonably
believed to be in or not opposed to the best interests of the Registrant; (ii)
in any action, suit, or proceeding by or in the right of the Registrant, they
were not, and have not been adjudicated to have been liable to the Registrant;
and (iii) with respect to any criminal action or proceeding, that they had no
reasonable cause to believe that their conduct was unlawful. Section 6.3 of
Article 6 of the By-Laws provides that to the extent a director, officer,
employee, or agent has been successful on the merits or otherwise in defense of
any such action, suit, or proceeding, he shall be indemnified against expenses
actually and reasonably incurred in connection therewith. At present, there are
no claims, actions, suits, or proceedings pending where indemnification would be
required under these provisions, and the Registrant does not know of any
threatened claims, actions, suits, or proceedings which may result in a request
for such indemnification.
The Registrant has entered into indemnification agreements with each of
its directors and officers. These agreements generally: (i) confirm the existing
indemnity provided to them under the By-Laws and assure that this indemnity will
continue to be provided; and (ii) provide that, in addition, the directors and
officers shall be indemnified to the fullest extent permitted by law against all
expenses (including legal fees), judgments, fines, and amounts paid in
settlement actually and reasonably incurred by them in any threatened, pending
or completed action or proceeding, including any action by or in the right of
the Registrant, on account of their service as a director or officer of the
Registrant or at the request or with the consent of the Registrant as a trustee,
director, officer, employee, or agent of another corporation or enterprise.
Coverage under these agreements is excluded: (A) to the extent the director or
officer is indemnified under directors' and officers' liability insurance
maintained by the Registrant; (B) with respect to remuneration paid to the
director or officer if such remuneration is finally adjudged to be unlawful; (C)
on account of conduct which is finally adjudged to be knowingly
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<PAGE> 4
fraudulent, deliberately dishonest, or willful misconduct; (D) if a final court
of adjudication shall determine that such indemnification is not lawful; or (E)
on account of any suit in which judgment is rendered against the director or
officer for an accounting of profits made from the purchase or sale by the
director or officer of securities of the Registrant pursuant to Section 16(b) of
the Exchange Act or any similar provision.
Under Section 145 of the Delaware Law and Section 6.7 of the By-Laws,
the Registrant may purchase and maintain insurance on behalf of any person who
is or was a director, officer, employee, or agent of the Registrant, or who,
while serving in such capacity, is or was at the request of the Registrant, a
director, officer, employee or agent of another corporation or legal entity or
of an employee benefit plan, against liability asserted against or incurred by
such person in any such capacity whether or not the corporation would have the
power to provide indemnity under Section 145 or the By-Laws. The Registrant has
purchased a liability policy to indemnify its officers and directors against
loss arising from claims by reason of their legal liability for acts as officers
and directors, subject to limitations and conditions set forth in the policy.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
<TABLE>
<CAPTION>
If Incorporated by Reference,
Exhibit Document with which Exhibit was
No. Description of Exhibit Previously Filed with SEC
- ------- ---------------------- -------------------------------
<C> <C> <C>
4(a) Amended and Restated Certificate of Registration Statement on Form S-1,
Incorporation of Health Power, Inc. File No. 33-74124 (see Exhibit 3(a)
therein).
4(b) Amended and Restated By-Laws of Registration Statement on Form S-1,
Health Power, Inc. File No. 33-74124 (see Exhibit 3(b)
therein).
4(c) Form of stock certificate. Amendment No. 2 to Registration
Statement on Form S-1, File No. 33-
74124 (see Exhibit 4(b) therein).
4(d) Health Power, Inc. 1996 Directors Contained Herein.
Stock Award and Purchase Plan.
5 Opinion of Baker & Hostetler LLP. Contained herein.
23(a) Consent of Baker & Hostetler LLP. Contained in Exhibit 5.
23(b) Consent of Coopers & Lybrand L.L.P. Contained herein.
24 Powers of Attorney. Registration Statement on Form S-8,
File No. 33-91852 (see Exhibit 24
therein).
</TABLE>
ITEM 9. UNDERTAKINGS.
The Registrant hereby undertakes:
(a) 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
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<PAGE> 5
by Section 10(a)(3) of the Securities Act of 1933, as amended (the
"Securities Act"); (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; and (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)(i) and (a)(ii) shall 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 the Registration Statement.
(b) 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.
(c) 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.
The Registrant hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of the Registrant's annual
report pursuant to Section 13(a) or 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 herein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
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 provisions described in Item 6, above, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange 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.
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<PAGE> 6
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 Columbus, State of Ohio, on January 23, 1997.
HEALTH POWER, INC.
Date: January 23, 1997 By /s/Dr. Bernard F. Master
--------------------------------------
Dr. Bernard F. Master, Chairman of the
Board and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/Dr. Bernard F. Master Chairman of the Board, January 23, 1997
- -------------------------------- Chief Executive Officer,
Dr. Bernard F. Master and Director (principal
executive officer)
/s/Thomas E. Beaty, Jr. President, Chief Operating January 23, 1997
- -------------------------------- Officer, Treasurer,
Thomas E. Beaty, Jr. and Director
/s/Ronald J. Wurtz Chief Financial Officer and January 23, 1997
- --------------------------------- Controller (principal financial
Ronald J. Wurtz officer and principal accounting
officer)
Dr. Elliott P. Feldman* Secretary and Director January 23, 1997
- --------------------------------
Dr. Elliott P. Feldman
Director January 23, 1997
- --------------------------------
Robert J. Bossart
Robert S. Garek* Director January 23, 1997
- --------------------------------
Robert S. Garek
Director January 23, 1997
- --------------------------------
Crystal Kuykendall
Frank R. Nutis* Director January 23, 1997
- --------------------------------
Frank R. Nutis
Robert L. Ratchford, Jr.* Director January 23, 1997
- --------------------------------
Robert L. Ratchford Jr.
Dr. Burt E. Schear* Director January 23, 1997
- --------------------------------
Dr. Burt E. Schear
</TABLE>
<TABLE>
<CAPTION>
*The undersigned, Thomas E. Beaty, Jr., by signing his name hereto,
does hereby execute this Registration Statement on behalf of each of the other
above-named persons pursuant to powers of attorney duly executed by such persons
and filed as an exhibit to this Registration Statement.
<S> <C>
By /s/ Thomas E. Beaty, Jr. January 23, 1997
----------------------------------------
Thomas E. Beaty, Jr., Attorney in Fact
</TABLE>
<PAGE> 7
<TABLE>
<CAPTION>
EXHIBIT INDEX
If Incorporated by Reference,
Exhibit Document with which Exhibit was
No. Description of Exhibit Previously Filed with SEC
- ------- ---------------------- -----------------------------------
<C> <C> <C>
4(a) Amended and Restated Certificate of Registration Statement on Form S-1,
Incorporation of Health Power, Inc. File No. 33-74124 (see Exhibit 3(a)
therein).
4(b) Amended and Restated By-Laws of Registration Statement on Form S-1,
Health Power, Inc. File No. 33-74124 (see Exhibit 3(b)
therein).
4(c) Form of stock certificate. Amendment No. 2 to Registration
Statement on Form S-1, File No. 33-
74124 (see Exhibit 4(b) therein).
4(d) Health Power, Inc. 1996 Directors Contained Herein.
Stock Award and Purchase Plan.
5 Opinion of Baker & Hostetler LLP. Contained herein.
23(a) Consent of Baker & Hostetler LLP. Contained in Exhibit 5.
23(b) Consent of Coopers & Lybrand L.L.P. Contained herein.
24 Powers of Attorney. Registration Statement on Form S-8,
File No. 33-91852 (see Exhibit 24
therein).
</TABLE>
<PAGE> 1
EXHIBIT 4(D)
HEALTH POWER, INC.
1996 DIRECTORS STOCK AWARD AND PURCHASE PLAN
Section 1. Purpose.
-------
The purpose of the Health Power, Inc. 1996 Directors Stock Award
and Purchase Plan (the "Plan") is to assist directors of Health Power, Inc., a
Delaware corporation (the "Company"), and its subsidiaries who are not employees
of the Company or any of its subsidiaries to acquire or increase a proprietary
interest in the Company by (i) the payment of annual retainers (the "Retainers")
to such directors partially in the form of cash and in shares of common stock,
$0.01 par value, of the Company (the "Shares"), (ii) the payment of fees for
attending the regularly scheduled quarterly Board of Directors (the "Board")
meetings (the "Quarterly Meeting Fees") to such directors partially in the form
of cash and in Shares, and (iii) pursuant to elections made by such directors,
by the payment of fees for attending special Board meetings and other fees (the
"Other Fees") to such directors partially in the form of cash or in Shares or a
combination thereof.
Section 2. Shares Subject to the Plan.
---------------------------
The maximum aggregate number of Shares reserved and available
for issuance under the Plan shall be 35,000 Shares. Such Shares may be
authorized but unissued Shares or issued Shares reacquired by the Company and
held as treasury Shares. The aggregate number of Shares allocated to the Plan
shall be subject to adjustment pursuant to Section 9.
Section 3. Eligibility.
-----------
The persons eligible to be paid Retainers, Quarterly Meeting
Fees, and Other Fees in the form of Shares pursuant to the Plan shall include
only individuals who are directors of the Company or one of its subsidiaries and
who are not employees of the Company or any subsidiary of the Company (each such
individual, an "Eligible Director").
Section 4. Payment of Retainers.
--------------------
Each Eligible Director shall be paid a Retainer (in such total
dollar amount as may be determined by the Board of Directors of the Company (the
"Board") in its discretion from time to time) by the Company on an annual basis
as follows:
(a) FORMULA AWARDS. One-half of the Retainer, net of
withholding taxes (as further described in Section 11), shall be
paid to the Eligible Director in the form of a number of Shares
equal to one-half of the net dollar amount of the Retainer
divided by the fair market value of the Shares as of the last
trading day of the year with respect to which the Retainer is to
be paid (e.g., for 1996, the fair market value shall be
determined as of December 31, 1996).
(b) PARTICIPANT-DIRECTED TRANSACTIONS. The other half
(the "Participant-Directed Half") of the Retainer shall be
paid in cash or Shares, or any combination thereof, according to
a written election signed by the Eligible Director and received
by the Company. If an Eligible Director elects to have all or
any portion of the Participant-
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<PAGE> 2
Directed Half of the Retainer paid in Shares, such payment, net
of withholding taxes, shall be made in the form of a number of
Shares equal to the net dollar amount of the
Participant-Directed Half of the Retainer which such Eligible
Director elects to receive in Shares divided by the fair market
value of the Shares as of the last trading day of the year with
respect to which the Retainer is to be paid. If no election is
made as provided under this Section 4(b), the
Participant-Directed Half of the Retainer shall not be paid in
whole or in part in Shares.
Section 5. Payment of Quarterly Meeting Fees.
----------------------------------
Each Eligible Director shall be paid Quarterly Meeting Fees for
each regularly scheduled quarterly Board meeting attended (in such total dollar
amount as may be determined by the Board in its discretion from time to time) by
the Company on a quarterly basis as follows:
(a) FORMULA AWARDS. One-half of the Quarterly
Meeting Fees, net of withholding taxes (as further described in
Section 11), shall be paid to the Eligible Director in the form
of a number of Shares equal to one-half of the net dollar amount
of the Quarterly Meeting Fees divided by the fair market value
of the Shares as of the last trading day prior to the date on
which the quarterly Board meeting is held.
(b) PARTICIPANT-DIRECTED TRANSACTIONS. The
Participant-Directed Half of the Quarterly Meeting Fees shall be
paid in cash or Shares, or any combination thereof, according to
a written election signed by the Eligible Director and received
by the Company. If an Eligible Director elects to have all or
any portion of the Participant-Directed Half of the Quarterly
Meeting Fees paid in Shares, such payment, net of withholding
taxes, shall be made in the form of a number of Shares equal to
the net dollar amount of the Participant-Directed Half of the
Quarterly Meeting Fees which such Eligible Director elects to
receive in Shares divided by the fair market value of the Shares
as of the last trading day prior to the date on which the
quarterly Board meeting is held. If no election is made as
provided under this Section 5(b), the Participant-Directed Half
of the Quarterly Meeting Fees shall not be paid in whole or in
part in Shares.
Section 6. Payment of Other Fees.
----------------------
Whenever an Eligible Director is eligible to be paid Other Fees,
such Fees shall be paid in cash or Shares, or any combination thereof, according
to the written election signed by the Eligible Director and received by the
Company. If an Eligible Director elects to have all or any portion of such other
Fees paid in Shares, such payment, net of withholding taxes, shall be made in
the form of a number of Shares equal to the net dollar amount of the other Fees
which such Eligible Director elects to receive in Shares divided by the fair
market value per Share of the Shares as of the last trading day prior to the
date on which such Other Fee is paid. If no election is made as provided under
this Section 6, such Other Fee shall not be paid in whole or in part in Shares.
Section 7. Vesting.
--------
Shares paid to an Eligible Director under the Plan shall be
fully vested as of the date of transfer of such Shares to such Eligible
Director.
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<PAGE> 3
Section 8. Fair Market Value.
------------------
For purposes of the Plan, the fair market value of the Shares
shall mean, as of any given date, the (i) last reported sale price on the Nasdaq
National Market system, or (ii) mean between the high and low bid and ask
prices, as reported by the National Association of Securities Dealers, Inc., or
(iii) last reported sale price on any stock exchange on which the Shares are
listed.
Section 9. Changes in Capital Structure.
-----------------------------
If the Company (a) pays a stock dividend or makes a distribution
in Shares without receiving consideration in the form of money, services, or
property, (b) subdivides or splits its outstanding Shares into a greater number
of Shares, or (c) combines its outstanding Shares into a smaller number of
Shares, then the aggregate number of Shares reserved for issuance pursuant to
the Plan shall be proportionately adjusted. An adjustment made pursuant to this
paragraph shall become effective immediately after the record date in the case
of a dividend or other distribution or the effective date in the case of a
subdivision, split, or combination.
If the Company reclassifies or changes the Shares (except for
splitting or combining, or changing par value, or changing from par value to no
par value, or changing from no par value to par value) or participates in a
consolidation or merger (other than a merger in which the Company is the
surviving corporation and which does not result in any reclassification or
change of the Shares except as stated above), the aggregate number of Shares
reserved for issuance pursuant to the Plan shall be proportionately adjusted.
No adjustment pursuant to this Section 9 shall be required
unless such adjustment would require an increase or decrease of at least 1% in
the number of Shares; provided that any adjustments which by reason of this
paragraph are not required to be made shall be carried forward and taken into
account in any subsequent adjustment. All calculations under this Section 9
shall be made to the nearest full share.
Section 10. Compliance with Securities Laws; Delivery of Shares.
----------------------------------------------------
No Retainer, Quarterly Meeting Fee, or Other Fee shall be
payable in Shares and no Shares shall be delivered under the Plan except in
compliance with all applicable federal and state securities laws and
regulations. The Company may require each person receiving Shares under the Plan
(a) to represent and warrant to and agree with the Company in writing that the
person is acquiring the Shares without a view to distribution thereof, and (b)
to make such additional representations, warranties, and agreements with respect
to the investment intent of such person or persons receiving the Shares as the
Company may reasonably request.
All certificates for Shares or other securities delivered under
the Plan shall be subject to such stop-transfer orders and other restrictions as
the Company may deem advisable under the rules, regulations, and other
requirements of the Securities and Exchange Commission, any stock exchange upon
which the Shares are then listed, and any applicable federal or state securities
laws, and the Company may cause a legend or legends to be put on any such
certificates to make appropriate reference to such restrictions.
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<PAGE> 4
Section 11. Withholding Tax.
----------------
The payment of any Retainers, Quarterly Meeting Fees, or Other
Fees in the form of Shares shall be net of all taxes which the Company is
required to withhold with respect to the payment of such Retainers or Fees.
Section 12. Fractional Shares
-----------------
Notwithstanding any language in the Plan to the contrary, no
fractional Shares shall be issued in connection with the payment of any
Retainers, Quarterly Meeting Fees, or Other Fees. In lieu of the issuance of any
fractional Shares, the Eligible Director shall receive that portion of the
Retainers, Quarterly Meeting Fees, or Other Fees in cash.
Section 13. Issuance of Stock Certificates Upon Award or Purchase of Shares.
---------------------------------------------------------------
Upon the payment of any Retainers, Quarterly Meeting Fees, or
Other Fees in the form of Shares pursuant to the Plan, the Company shall issue
to the Eligible Directors stock certificates evidencing such Shares. The
delivery of such certificates shall be subject in all events to the provisions
of Section 10 of the Plan.
In lieu of the delivery of stock certificates pursuant to the
foregoing paragraph, the Company may appoint its transfer agent (the "Agent") to
establish and maintain a "Plan Account" in the name of each Eligible Director.
At the time each Retainer, Quarterly Meeting Fee, or Other Fee is paid to an
Eligible Director in the form of Shares, the number of Shares received by such
Eligible Director shall, for bookkeeping purposes, be credited by the Agent to
such Eligible Director's Plan Account. On a periodic basis, the Agent shall
report to the Eligible Director the total number of Shares held on behalf of the
Eligible Director in his or her Plan Account. The Agent shall hold in its name
or in the name of its nominee all Shares awarded or purchased pursuant to the
Plan. No certificate will be issued to an Eligible Director for Shares in his or
her Plan Account unless he or she so requests in writing or unless the Plan is
terminated. An Eligible Director may request that a certificate for all or part
of the full Shares credited to his or her Plan Account be sent to him or her
after the Shares have been awarded or purchased. All such requests must be in
writing to the Agent. No certificate for a fractional share will be issued.
The Company shall bear all expenses in connection with the
appointment of the Agent and the maintenance of the Plan Accounts.
Section 14. Dividends and Other Distributions.
----------------------------------
The Eligible Directors shall be entitled to receive all
dividends and distributions (whether in cash, stock, or other property) paid
with respect to the Shares issued and outstanding as of the record date for such
dividend or distribution.
In the event the Agent receives cash or other property, other
than shares of common stock of the Company, paid on account of dividends and
distributions on Shares held in an Eligible Director's Plan Account, the Agent
shall distribute such dividends and distributions to such Eligible Director as
soon as practicable after receipt. Stock dividends and stock distributions shall
be added to and included with the Shares held in each Eligible Director's Plan
Account.
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<PAGE> 5
Section 15. Voting of Shares
----------------
Each Eligible Director shall be entitled to vote, at any annual
or special meetings of stockholders, any Shares issued to such Eligible Director
as of the record date for the determination of stockholders entitled to notice
of and to vote at such meetings. The Agent shall vote any Shares held by an
Eligible Director in his or her Plan Account in accordance with the Eligible
Director's express written direction. In the absence of any such direction, such
Shares shall not be voted by the Agent.
Section 16. Sale of Shares.
---------------
Subject to the provisions of the Plan, an Eligible Director may
sell all or part of the Shares issued to such Eligible Director under the Plan.
In the event Shares are held in an Eligible Director's Plan Account, such
Eligible Director may, by giving written notice to the Agent, direct the Agent
to sell all or part of the Shares held on behalf of such Eligible Director. Upon
receipt of such a notice on which the Eligible Director's signature is
guaranteed by a national bank or trust company, the Agent shall, as soon as
practical after receipt of such notice, sell such Shares in the marketplace at
the prevailing market price and transmit the net proceeds of such sale (less any
bank service fees, brokerage charges and transfer taxes) to the selling Eligible
Director.
Section 17. Termination and Amendment of Plan.
----------------------------------
The Board may from time to time alter, amend, or suspend the
Plan or may at any time terminate the Plan.
Section 18. No Enlargement of Rights.
------------------------
The payment of Shares under the Plan to an Eligible Director
shall not confer any right to such director to continue as a director of the
Company and shall not restrict or interfere in any way with the rights of the
stockholders of the Company to terminate such directorship, with or without
cause, at any time. This Plan is intended to constitute an unfunded plan for
incentive compensation with respect to any payments or the provision of other
benefits under the Plan which have not yet been made or provided to a
participant by the Company, and nothing contained herein shall give any such
participant any rights that are greater than those of a general creditor of the
Company.
Section 19. Rights as Stockholder.
----------------------
No Eligible Director or his executor or administrator shall have
any rights of a stockholder in the Company with respect to the Shares unless and
until a certificate representing such Shares has been duly issued and delivered
to him under the Plan or such Shares have been credited to such Eligible
Director's Plan Account.
Section 20. Definition of Subsidiary.
-------------------------
The term "subsidiary" when used in the Plan means a subsidiary
corporation as defined in Section 425 of the Internal Revenue Code of 1986, as
amended.
-5-
<PAGE> 6
Section 21. Government Regulations.
-----------------------
Notwithstanding any provisions of the Plan or any agreement
entered into or election made under the Plan, the Company's obligations under
the Plan and any such agreement or election shall be subject to all applicable
laws, rules, and regulations and to such approvals as may be required by any
governmental or regulatory authorities.
Section 22. Governing Law.
--------------
The Plan and all agreements entered into or elections made under
the Plan shall be governed by and construed in accordance with the laws of the
State of Ohio.
Section 23. Genders and Numbers.
--------------------
When permitted by the context, each pronoun used in this Plan
includes the same pronoun in other genders and numbers, and each noun used in
this Plan includes the same noun in other numbers.
Section 24. Captions.
---------
The captions of the various sections and paragraphs of this Plan
are not part of the context of this Plan, but are only labels to assist in
locating those sections, and shall be ignored in construing this Plan.
Section 25. Effective Date.
---------------
The Plan shall be effective as of November 7, 1996; provided,
however, that no Shares shall be deemed sold under the Plan unless and until all
such Shares have been registered under the Securities Act of 1933, as amended
(the "Securities Act"). In the event any Shares are to be awarded under the Plan
prior to the date of registration under the Securities Act, all such Shares
shall be deemed sold as of the date of registration, and the fair market value
of such Shares shall be determined as of such date of registration.
Section 26. Term of Plan.
-------------
Unless previously terminated by the Board, the Plan shall
terminate 10 years from the effective date of the Plan, and no Shares shall be
awarded or purchased under the Plan thereafter; however, such termination shall
not affect any Shares awarded or purchased prior to such termination.
-6-
<PAGE> 1
EXHIBIT 5
BAKER & HOSTETLER LLP
65 East State Street
Suite 2100
Columbus, Ohio 43215
January 23, 1997
Health Power, Inc.
c/o Health Power Management Corporation
560 East Town Street
Columbus, Ohio 43215
Ladies and Gentlemen:
We are acting as counsel to Health Power, Inc., a Delaware corporation
(the "Company"), in connection with its Registration Statement on Form S-8 (the
"Registration Statement") being filed by the Company with the Securities and
Exchange Commission under the Securities Act of 1933, as amended, to register
35,000 shares of common stock, $.01 par value, of the Company (the "Shares") for
offer and sale under, and pursuant to, the Company's 1996 Directors Stock Award
and Purchase Plan (the "Plan").
In connection therewith, we have examined the Company's Amended and
Restated Certificate of Incorporation, the Company's Amended and Restated
By-Laws, and the records, as exhibited to us, of the corporate proceedings of
the Company; a copy of the Plan; and such other documents and records, including
a certificate from the secretary of the Company, as we considered necessary for
purposes of this opinion. In rendering this opinion, we have assumed the
genuineness, without independent investigation, of all signatures on all
documents examined by us, the conformity to original documents of all documents
submitted to us as certified or facsimile copies, and the authenticity of all
such documents.
Based upon the foregoing, we are of the opinion that:
(1) The Company is a corporation duly organized and validly
existing under the laws of the State of Delaware; and
(2) The Shares, when sold and paid for in the manner contemplated
by the Plan, will have been validly issued and will be fully
paid and nonassessable.
We consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ Baker & Hostetler LLP
BAKER & HOSTETLER LLP
<PAGE> 1
EXHIBIT 23(a)
CONSENT OF BAKER & HOSTETLER LLP
Contained in Exhibit 5.
<PAGE> 1
EXHIBIT 23(b)
CONSENT OF COOPERS & LYBRAND L.L.P.
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the Registration Statement of
Health Power, Inc. on Form S-8 (File No. 33- ) of our report dated
March 1, 1996, on our audits of the consolidated financial statements of Health
Power, Inc. as of December 31, 1995 and 1994, and for the three years in the
period ended December 31, 1995, appearing in the Annual Report on Form 10-K of
Health Power, Inc. for the year ended December 31, 1995.
/s/ Coopers & Lybrand L.L.P.
COOPERS & LYBRAND L.L.P.
Columbus, Ohio
January 23, 1997
