<PAGE> 1
As filed with the Securities and Exchange Commission on February 10, 1998
Registration No. 333-
================================================================================
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.
1994 Executive Performance Stock Option 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 180,000 $4.50 $810,000 $240.00
================================================================================================
</TABLE>
(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 February 4, 1998.
<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
Sections 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.
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<CAPTION>
If Incorporated by Reference,
Exhibit Document with which Exhibit was
No. Description of Exhibit Previously Filed with SEC
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<S> <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. 1994 Executive Quarterly Report on Form 10-Q for
Performance Stock Option Plan. the quarterly period ended June 30,
1994, File No. 0-23220 (see Exhibit
(a)(1) therein).
4(e) Amendment No. 1 to Health Power, Annual Report on Form 10-K for the
Inc. 1994 Executive Performance Stock fiscal year ended December 31,
Option Plan. 1994, File No. 0-23220 (see Exhibit
10(x) therein).
4(f) Amendment No. 2 to Health Power, Annual Report on Form 10-K for the
Inc. 1994 Executive Performance Stock fiscal year ended December 31,
Option Plan. 1995, File No. 0-23220 (see Exhibit
10(dd) therein).
5 Opinion of Baker & Hostetler LLP. Contained herein.
23(a) Consent of Baker & Hostetler LLP. Contained in Exhibit 5.
</TABLE>
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<TABLE>
<CAPTION>
If Incorporated by Reference,
Exhibit Document with which Exhibit was
No. Description of Exhibit Previously Filed with SEC
- ------- ---------------------- -------------------------------
<S> <C> <C>
23(b) Consent of Coopers & Lybrand L.L.P. Contained herein.
24 Powers of Attorney. Contained herein.
</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 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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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 February 9, 1998.
HEALTH POWER, INC.
Date: February 9, 1998 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, February 9, 1998
- ------------------------------- Chief Executive Officer,
Dr. Bernard F. Master and Director (principal
executive officer)
/s/Ronald J. Wurtz Chief Financial Officer and February 9, 1998
- ------------------------------- Controller (principal financial
Ronald J. Wurtz officer and principal accounting
officer)
Director February 9, 1998
- -------------------------------
Thomas E. Beaty, Jr.
Robert J. Bossart* Director February 9, 1998
- -------------------------------
Robert J. Bossart
Dr. Elliott P. Feldman* Director February 9, 1998
- -------------------------------
Dr. Elliott P. Feldman
Robert S. Garek* Director February 9, 1998
- -------------------------------
Robert S. Garek
Crystal A. Kuykendall* Director February 9, 1998
- -------------------------------
Crystal Kuykendall, Ph.D., J.D.
Frank R. Nutis* Director February 9, 1998
- -------------------------------
Frank R. Nutis
Dr. Burt E. Schear* Director February 9, 1998
- -------------------------------
Dr. Burt E. Schear
Dr. Peter Somani* Director February 9, 1998
- -------------------------------
Dr. Peter Somani
*The undersigned, Dr. Bernard F. Master, 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.
By /s/ Dr. Bernard F. Master February 9, 1998
-----------------------------------------
Dr. Bernard F. Master, Attorney in Fact
</TABLE>
<PAGE> 7
EXHIBIT INDEX
<TABLE>
<CAPTION>
If Incorporated by Reference,
Exhibit Document with which Exhibit was
No. Description of Exhibit Previously Filed with SEC
- ------- ---------------------- -------------------------------
<S> <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. 1994 Executive Quarterly Report on Form 10-Q for
Performance Stock Option Plan. the quarterly period ended June 30,
1994, File No. 0-23220 (see Exhibit
(a)(1) therein).
4(e) Amendment No. 1 to Health Power, Annual Report on Form 10-K for the
Inc. 1994 Executive Performance Stock fiscal year ended December 31,
Option Plan. 1994, File No. 0-23220 (see Exhibit
10(x) therein).
4(f) Amendment No. 2 to Health Power, Annual Report on Form 10-K for the
Inc. 1994 Executive Performance Stock fiscal year ended December 31,
Option Plan. 1995, File No. 0-23220 (see Exhibit
10(dd) therein).
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. Contained herein.
</TABLE>
<PAGE> 1
EXHIBIT 5
OPINION OF BAKER & HOSTETLER LLP
BAKER & HOSTETLER LLP
65 East State Street
Suite 2100
Columbus, Ohio 43215
February 6, 1998
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
180,000 shares of common stock, $.01 par value, of the Company (the "Shares")
for offer and sale under, and pursuant to, the Company's 1994 Executive
Performance Stock Option Plan, as amended (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 the Shares, when
sold and paid for in the manner contemplated by the Plan, will have been
legally 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. 333-______) of our report dated March
5, 1997, except for Note 13 for which the date is March 20, 1997, on our audits
of the consolidated financial statements of Health Power, Inc. and Subsidiaries
as of December 31, 1996 and 1995, and for the three years in the period ended
December 31, 1996, appearing in the Annual Report on Form 10-K of Health Power,
Inc. for the year ended December 31, 1996.
/s/ Coopers & Lybrand L.L.P.
COOPERS & LYBRAND L.L.P.
Columbus, Ohio
February 9, 1998
<PAGE> 1
EXHIBIT 24
POWERS OF ATTORNEY
The undersigned, a director of Health Power, Inc., a Delaware
corporation (the "Company"), hereby constitutes and appoints Dr. Bernard F.
Master and Alec Wightman, and each of them, my true and lawful attorneys-in-fact
and agents, with full power to act without the other, with full power of
substitution and resubstitution, for me and in my name, place, and stead, in my
capacity as director of the Company, to execute any and all of the Company's
Registration Statements on Form S-8, and any and all amendments thereto
(including post-effective amendments), to register under the Securities Act of
1933, as amended (the "Securities Act"), any shares of common stock, $0.01 par
value, of the Company for sale under, and pursuant to, any and all of the
Company's current or hereafter adopted or approved stock option plans or other
"employee benefit plans" (as such term is defined under Rule 405 promulgated
under the Securities Act), as such plans are currently amended or shall
hereafter be amended, including without limitation the 1985 Nonqualified
Directors' Stock Option Plan, the 1993 Directors' Stock Option Plan, the 1994
Stock Option Plan, the 1994 Executive Performance Stock Option Plan, and the
1996 Directors Stock Award and Purchase Plan, 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, and each of them, 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 I 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.
/s/ Robert J. Bossart January 28, 1998
- ---------------------------------- ----------------------
Robert J. Bossart Date
/s/ Elliott P. Feldman, D.O. January 29, 1998
- ---------------------------------- ----------------------
Elliott P. Feldman, D.O. Date
/s/ Robert S. Garek February 2, 1998
- ---------------------------------- ----------------------
Robert S. Garek Date
/s/ Crystal A. Kuykendall January 30, 1998
- ---------------------------------- ----------------------
Crystal A. Kuykendall, Ph.D., J.D. Date
/s/ Bernard F. Master February 6, 1998
- ---------------------------------- ----------------------
Bernard F. Master, D.O. Date
/s/ Frank R. Nutis January 30, 1998
- ---------------------------------- ----------------------
Frank R. Nutis Date
/s/ Burt E. Schear February 6, 1998
- ---------------------------------- ----------------------
Burt E. Schear, M.D. Date
/s/ Peter Somani January 28, 1998
- ---------------------------------- ----------------------
Peter Somani, M.D. Date
