As filed with the Securities and Exchange Commission on May 11, 2000
Registration No. 333-20535
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________________________
POST-EFFECTIVE AMENDMENT NO. 1 TO
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 Identification
incorporation or organization) 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
CompManagement, Inc.
6377 Emerald Parkway
Dublin, Ohio 43016
(Name and address of agent for service)
(614) 766-5223
(Telephone number, including area code, of agent for service)
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Title of Amount Proposed Maximum Proposed Maximum Amount of
Securities to be to be Offering Price Aggregate Registration
Registered Registered(1) per Share(2) Offering Price Fee
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Common Stock, 20,000 $3.31 $66,200 $17.48
$0.01 par value
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(1) The number of shares being registered represents additional shares
authorized under the 1996 Directors Stock Award and Purchase Plan and not
previously registered. In addition, pursuant to Rule 416(a) under the Securities
Act of 1933, as amended (the "1933 Act"), this Registration Statement also
includes an indeterminable amount of additional shares that may become issuable
pursuant to anti-dilution adjustment provisions of the 1996 Directors Stock
Award and Purchase Plan.
(2) Estimated solely for the purpose of calculating the registration fee in
accordance with Rules 457(h)(1) and 457(c) under the 1933 Act on the basis of
the average of the bid and asked prices for the Registrant's shares of common
stock on the OTC Bulletin Board on May 9, 2000.
This Post-Effective Amendment No. 1 to the Registration Statement on Form
S-8 shall become effective upon filing with the Securities and Exchange
Commission pursuant to Rule 464 under the 1933 Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3: INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The contents of the Registrant's Registration Statement on Form S-8
(Registration No. 333-20535) filed on January 28, 1997, are hereby incorporated
by reference into this Registration Statement.
The following documents have been filed with the Securities Exchange
Commission and are hereby incorporated by reference into 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, as amended (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.
(c) The description of the Registrant's shares of common stock 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.
ITEM 8. EXHIBITS
Exhibit
No. Exhibit Description
4. Amendment No. 2 to the Registrant's 1996 Directors Stock Award
and Purchase Plan.
5. Opinion of Baker & Hostetler LLP.
23(a). Consent of Baker & Hostetler LLP.
23(b). Consent of PricewaterhouseCoopers LLP.
24(a). Powers of Attorney for Robert J. Bossart, Dr. Elliott P. Feldman,
Robert S. Garek, Crystal A. Kuykendall, Frank R. Nutis, and
Dr. Burt E. Schear.
24(b). Power of Attorney for Jonathan R. Wagner.
<PAGE>
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 the City of Dublin, State of Ohio, on
April 27, 2000.
HEALTH POWER, INC.
By /s/Dr. Bernard F. Master
Dr. Bernard F. Master
Chairman of the Board, Chief
Executive Officer, and President
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 1 to the Registration Statement has been signed by
the following persons in the capacities and on the dates indicated.
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NAME TITLE DATE
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/s/Dr. Bernard F. Master Chairman of the Board, Chief April 27, 2000
Dr. Bernard F. Master Executive Officer, and
President(principal executive
officer), and Director
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/s/Paul A. Miller Chief Financial Officer of April 27, 2000
Paul A. Miller CompManagement, Inc.
(principal financial and
accounting officer)
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Dr. Elliott P. Feldman* Director April 27, 2000
Dr. Elliott P. Feldman
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Robert J. Bossart* Director April 27, 2000
Robert J. Bossart
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Robert S. Garek* Director April 27, 2000
Robert S. Garek
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Crystal A. Kuykendall* Director April 27, 2000
Crystal A. Kuykendall
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Frank R. Nutis* Director April 27, 2000
Frank R. Nutis
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Dr. Burt E. Schear* Director April 27, 2000
Dr. Burt E. Schear
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Jonathan R. Wagner* Director April 27, 2000
Jonathan R. Wagner
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*The undersigned hereby executes this Post-Effective Amendment No. 1 to the
Registration Statement on behalf of each of the indicated directors of the
Registrant pursuant to powers of attorney executed by such directors and filed
as an exhibit to this Post-Effective Amendment No. 1 to the Registration
Statement.
/s/ Dr. Bernard F. Master
Dr. Bernard F. Master,
Attorney-in-Fact
<PAGE>
EXHIBIT INDEX
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If Incorporated by reference,
document with which Exhibit
Exhibit Number Exhibits was previously filed
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4 Amendment No. 2 to the Contained herein.
Registran's 1996
Directors Stock Award
and Purchase Plan
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5 Opinion of Baker Contained herein.
& Hostetler LLP
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23(a) Consent of Baker Contained in Exhibit 5.
& Hostetler LLP
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23(b) Consent of Contained herein.
PriceWaterhouseCoopers
LLP
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24(a) Powers of Attorney for Registration Statement on
Robert J. Bossart, Dr. Form S-8, File No. 333-45857
Elliott P. Feldman, (Exhibit 24).
Robert S. Garek, Crystal
A. Kuykendall, Frank R.
Nutis, and Dr. Burt E.
Schear
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24(b) Power of Attorney for Contained herein.
Jonathan R. Wagner
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<PAGE>
Exhibit 4
AMENDMENT NO. 2
TO
HEALTH POWER, INC.
1996 DIRECTORS STOCK AWARD AND PURCHASE PLAN
The Health Power, Inc. 1996 Directors Stock Award and Purchase Plan, as
amended (the "Plan"), is hereby amended pursuant to the following provisions:
Section 1. Definitions.
All capitalized terms used in this amendment which are not otherwise
defined herein shall have the respective meanings given such terms in the Plan.
Section 2. Shares Subject to the Plan.
The maximum aggregate number of Shares reserved and available for issuance
under the Plan, as set forth in Section 2 of the Plan, is increased by 20,000
Shares to a total of 55,000 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 of the Plan.
Section 3. Effective Date; Construction.
The effective date of this amendment is November 1, 1999, and this
amendment shall be deemed to be a part of the Plan as of such date. In the event
of any inconsistencies between the provisions of the Plan and this amendment,
the provisions of this amendment shall control. Except as modified by this
amendment, the Plan shall continue in full force and effective without change.
<PAGE>
Exhibit 5
OPINION OF BAKER & HOSTETLER LLP
May 11, 2000
Health Power, Inc.
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 the Company's filing of Post-Effective Amendment
No. 1 to the Registration Statement on Form S-8 (the "Registration Statement")
with the Securities and Exchange Commission under the Securities Act of 1933, as
amended. The Company is filing the Registration Statement to register an
additional 20,000 shares of common stock, $0.01 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, as amended (the "Plan").
In connection with the registration of an additional 20,000 Shares for
offer and sale under and pursuant to the Plan, 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. We have also examined a copy of the Plan and such
other documents and records, including certificates from officers of the Company
and others, as we considered necessary for purposes of this opinion.
Based upon the foregoing, we are of the opinion that the Shares have been
duly authorized and, 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>
Exhibit 23(a)
Contained in Exhibit 5.
<PAGE>
Exhibit 23(b)
CONSENT OF PRICEWATERHOUSECOOPERS LLP
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this Post-Effective
Amendment No. 1 to the Registration Statement of Health Power, Inc. on Form S-8
(File No. 333-20535) of our report dated March 8, 2000, appearing in and
incorporated by reference in the Annual Report on Form 10-K of Health Power,
Inc. for the year ended December 31, 1999.
/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
Columbus, Ohio
May 11, 2000
<PAGE>
EXHIBIT 24(b)
POWER 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' 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 "ecurities Act", any shares of common stock, $0.01 par value, of
the Company for sale under, and pursuant to, any and all of the Compan'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/ Jonathan R. Wagner April 4, 2000
Jonathan R. Wagner Date
