<PAGE> 1
As filed with the Securities and Exchange Commission on September 27, 1994
Registration No. 33-55547
================================================================================
================================================================================
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
_______________________
CORAM HEALTHCARE CORPORATION
(Exact name of registrant as specified in its charter)
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DELAWARE 33-0615337
(State or other jurisdiction (IRS Employer Identification No.)
of incorporation or organization)
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4675 MACARTHUR COURT, SUITE 1250, NEWPORT BEACH, CA 92660
(Address of principal executive offices) (Zip Code)
________________________
CORAM HEALTHCARE CORPORATION
T2 Medical, Inc. 1988 Stock Option Plan
Curaflex Health Services, Inc. 1990 Stock Option Plan
Curaflex Health Services, Inc. 1989 Stock Option Plan
Curaflex Health Services, Inc. Directors' Non-Qualified Stock Option Plan
Clinical Home Care Ltd. 1990 Incentive Stock Option Plan
Clinical Home Care Ltd. 1990 Non-Qualified Stock Option Plan
Medisys, Inc. 1989 Stock Option Plan
Certain Options granted pursuant to Written Agreements
(Full title of the plans)
_______________________
JAMES M. SWEENEY
CHAIRMAN AND CHIEF EXECUTIVE OFFICER
CORAM HEALTHCARE CORPORATION
4675 MACARTHUR COURT, SUITE 1250, NEWPORT BEACH, CA 92660
(Name and address of agent for service)
(714) 955-8776
(Telephone number, including area code, of agent for service)
________________________
This Post-Effective Amendment No. 1 to the Registration
Statement shall hereafter become effective in accordance with the provisions of
Section 8(c) of the Securities Act of 1993, as amended.
________________________
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
Coram Healthcare Corporation (the "Registrant") hereby
incorporates by reference into this Registration Statement the following
documents previously filed with the Securities and Exchange Commission (the
"Commission"):
(a) The Registrant's Current Report on Form 8-K, filed September
14, 1994.
(b) The Registrant's Quarterly Report on Form 10-Q for the fiscal
quarter ended June 30, 1994.
(c) The Registrant's Current Report on Form 8-K, filed July 15,
1994.
(d) (1) The following documents previously filed with the
Commission by the Registrant's subsidiary T2 Medical, Inc.:
(i) Annual Report on Form 10-K for the fiscal year ended
September 30, 1993;
(ii) Amendment to Annual Report on Form 10-K/A filed with
the Commission on January 28, 1994;
(iii) Quarterly Report on Form 10-Q for the fiscal quarter
ended December 31, 1993; and
(iv) Quarterly Report on Form 10-Q for the fiscal quarter
ended March 31, 1994.
(2) The following documents previously filed with the
Commission by the Registrant's subsidiary Medisys,
Inc.:
(i) Annual Report on Form 10-K for the fiscal year ended
December 31, 1993; and
(ii) Quarterly Report on Form 10-Q for the fiscal quarter
ended March 31, 1994.
(3) The following documents previously filed with the
Commission by the Registrant's subsidiary Curaflex
Health Services, Inc.:
(i) Annual Report on Form 10-K for the fiscal year ended
December 31, 1993; and
(ii) Quarterly Report on Form 10-Q for the fiscal quarter
ended March 31, 1994.
(4) The following documents previously filed with the
Commission by the Registrant's subsidiary
HealthInfusion, Inc.:
(i) Annual Report on Form 10-K for the fiscal year ended
December 31, 1993; and
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(ii) Quarterly Report on Form 10-Q for the fiscal quarter ended March
31, 1994.
(e) (1) The Registrant's Proxy Statement filed with the
Commission on June 3, 1994 pursuant to Section 14(a)
of the Securities and Exchange Act of 1934 (the "1934
Act") in connection with the Registrant's
Registration Statement No. 33-53957 on Form S-4, as
amended by Post-Effective Amendments Numbers 1, 2 and
3 filed with the Commission on June 7, 1994, June 17,
1994 and August 12, 1994, respectively, in which
there is described the terms, rights and provisions
applicable to the Registrant's outstanding Common
Stock.
All reports and definitive proxy or information statements of
Registrant filed pursuant to Section 13(a), 13(c), 14 or 15(d) of the 1934 Act
after the date of this Registration Statement and prior to the filing of a
post-effective amendment which indicates that all securities offered hereby
have been sold or which deregisters all securities then remaining unsold shall
be deemed to be incorporated by reference into this Registration Statement and
to be a part hereof from the date of filing of such documents.
Item 4. Description of Securities
Not applicable.
Item 5. Interests of Named Experts and Counsel
Not applicable.
Item 6. Indemnification of Directors and Officers
As permitted by the Delaware General Corporation Law, the
Registrant's Certificate of Incorporation eliminates the liability of directors
to the Registrant or its stockholders for monetary damages for breach of
fiduciary duty as a director, except to the extent otherwise required by the
Delaware General Corporation Law.
The Registrant's Bylaws provide that the Registrant will
indemnify each person who was or is made a party to any proceeding by reason of
the fact that such person is or was a director, officer, employee or agent of
the Registrant against all expense, liability and loss reasonably incurred or
suffered by such person in connection therewith to the fullest extent
authorized by the Delaware General Corporation Law.
Item 7. Exemption from Registration Claimed
Not Applicable.
Item 8. Exhibits
Exhibit Number Exhibit
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** 5 Opinion and Consent of Brobeck, Phleger & Harrison.
** 23.1 Consent of Independent Auditors - Deloitte & Touche LLP.
** 23.2 Consent of Independent Auditors - KPMG Peat Marwick LLP.
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23.3 Consent of Independent Auditors - Coopers & Lybrand L.L.P.
23.4 Consent of Independent Auditors - Arthur Andersen LLP.
** 23.5 Consent of Brobeck, Phleger & Harrison is contained in Exhibit 5 to
the Registration Statement No. 33-55547 filed on September 20, 1994.
** 24 Power of Attorney
** 99.1 T2 Medical, Inc. 1988 Stock Option Plan. Incorporated by reference
to Exhibit 10(b) to the Annual Report on Form 10-K filed by T2
Medical, Inc. for the fiscal year ended September 30, 1992 (File No.
1-09868).
** 99.2 Form of Stock Option Assumption Agreement for Options issued pursuant
to the T2 Medical, Inc. 1988 Stock Option Plan.
** 99.3 Curaflex Health Services, Inc. 1990 Stock Option Plan.
** 99.4 Curaflex Health Services, Inc. 1989 Stock Option Plan.
** 99.5 Curaflex Health Services, Inc. Director's Non-Qualified Stock Option
Plan.
** 99.6 Clinical Home Care Ltd. 1990 Incentive Stock Option Plan.
** 99.7 Clinical Home Care Ltd. 1990 Non-Qualified Stock Option Plan.
** 99.8 Form of Stock Option Assumption Agreement for Options issued pursuant
to the plans described in Exhibits 99.3 through 99.7.
** 99.9 Medisys, Inc. 1989 Stock Option Plan - Incorporated by reference to
Exhibit 28.1 to the Registration Statement Number 33-46191 on Form
S-8 filed with the Commission on March 5, 1992 by Medisys, Inc.
** 99.10 Form of Stock Option Assumption Agreement for Options issued to
employees and officers pursuant to the Medisys, Inc. 1989 Stock
Option Plan.
** 99.11 Form of Stock Option Assumption Agreement for Options issued to
non-employee directors pursuant to the Medisys, Inc. 1989 Stock
Option Plan.
* 99.12 Amanullah Khan Stock Option Agreement dated January 21, 1992.
* 99.13 David Printy Stock Option Agreement dated October 16, 1990.
* 99.14 Dennis Hanish Stock Option Agreement dated October 16, 1990.
* 99.15 Sung Won Sohn, Ph.D. Stock Option Agreement dated December 31, 1990.
* 99.16 Max Haid, M.D. Stock Option Agreement dated December 4, 1992.
* 99.17 Dennis Murphy Stock Option Agreement dated December 4, 1992.
* 99.18 Jerrold Schwartz, M.D. Stock Option Agreement dated December 4, 1992.
* 99.19 Edward Sherman, M.D. Stock Option Agreement dated December 4, 1992.
* 99.20 Stephen Sokaliski, M.D. Stock Option Agreement dated December 4, 1992.
* 99.21 Richard Vasquez, M.D. Stock Option Agreement dated December 4, 1992.
* 99.22 Cynthia Wollenschlager, M.D. Stock Option Agreement dated December 4, 1992.
** 99.23 Max Haid, M.D. Stock Option Agreement dated February 24, 1994.
** 99.24 Michael Cohen, M.D. Stock Option Agreement dated February 24, 1994.
** 99.25 Michael Cohen, M.D. Stock Option Agreement dated May 24, 1994.
** 99.26 Loren White, M.D. Stock Option Agreement dated February 24, 1994.
** 99.27 Loren White, M.D. Stock Option Agreement dated May 24, 1994.
** 99.28 David Sales, M.D. Stock Option Agreement dated February 24, 1994.
** 99.29 David Sales, M.D. Stock Option Agreement dated May 24, 1994.
** 99.30 Igor Jurcik, M.D. Stock Option Agreement dated February 24, 1994.
** 99.31 Igor Jurcik, M.D. Stock Option Agreement dated May 24, 1994.
** 99.32 Form of Stock Option Assumption Agreement for Options granted
pursuant to Written Agreements described in Exhibits 99.12 through
99.15 and 99.23 through 99.31.
** 99.33 Form of Stock Option Assumption Agreement for Options granted pursuant to Written
Agreements described in Exhibits 99.16 through 99.22.
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* Exhibits 99.14 through 99.24 are incorporated herein
by reference to Exhibits 99.1 through 99.11,
respectively, to the Registration Statement Number
33-74652 on Form S-8 filed with the Commission on
January 28, 1994 by Medisys, Inc.
** Previously filed with Registration Statement No.
33-55547 on September 20, 1994 and incorporated
herein by reference.
Item 9. Undertakings.
A. The undersigned Registrant hereby undertakes: (1)
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 "1933 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 clauses (1)(i) and (1)(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 1934 Act that are
incorporated by reference into the Registration Statement; (2) that for the
purpose of determining any liability under the 1933 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; and
(3) 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
T2 Medical, Inc. 1988 Stock Option Plan, Curaflex Health Services, Inc. 1990
Stock Option Plan, Curaflex Health Services, Inc. 1989 Stock Option Plan,
Curaflex Health Services, Inc. Directors' Non-Qualified Stock Option Plan,
Clinical Home Care Ltd. 1990 Incentive Stock Option Plan, Clinical Home Care
Ltd. 1990 Non- Qualified Stock Option Plan, Medisys, Inc. 1989 Stock Option
Plan and the Options granted pursuant to Written Agreements.
B. The undersigned Registrant hereby undertakes that,
for purposes of determining any liability under the 1933 Act, each filing of
the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of
the 1934 Act that is incorporated by reference into the Registration Statement
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. Insofar as indemnification for liabilities arising
under the 1933 Act may be permitted to directors, officers or controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been informed that, in the opinion of the Securities and
Exchange Commission, such indemnification is against public policy as expressed
in the 1933 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 1933
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 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
Ontario, State of California, on this 22nd of September, 1994.
Coram Healthcare Corporation
By /s/ James M. Sweeney
James M. Sweeney
Chief Executive Officer and
Chairman of the Board of Directors
Pursuant to the requirements of the Securities Act of 1933, as
amended, this Post-Effective Amendment No. 1 to the Registration Statement has
been signed below by the following persons in the capacities and on the dates
indicated.
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Signatures Title Date
- ---------- ----- ----
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/s/ James M. Sweeney Chief Executive Officer and September 22, 1994
----------------------------------- Chairman of the Board of Directors
James M. Sweeney (Principal Executive Officer)
/s/ Sam R. Leno Chief Financial Officer September 22, 1994
--------------------------------- (Principal Financial and
Sam R. Leno Accounting Officer)
*/s/ Tommy H. Carter Vice Chairman of the September 22, 1994
--------------------------------- Board of Directors
Tommy H. Carter
*/s/ Miles E. Gilman Director September 22, 1994
---------------------------------
Miles E. Gilman
*/s/ Charles A. Laverty Director September 22, 1994
---------------------------------
Charles A. Laverty
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Signatures Title Date
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*/s/ L. Peter Smith Director September 22, 1994
---------------------------------
L. Peter Smith
*/s/ Richard A. Fink Director September 22, 1994
---------------------------------
Richard A. Fink
*/s/ Stephen G. Pagliuca Director September 22, 1994
---------------------------------
Stephen G. Pagliuca
*By: /s/ Sam R. Leno
------------------------------
Sam R. Leno
Attorney-in-fact
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<PAGE> 8
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
EXHIBITS
TO
FORM S-8
UNDER
SECURITIES ACT OF 1933
CORAM HEALTHCARE CORPORATION
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EXHIBIT INDEX
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Exhibit Number Exhibit
-------------- -------
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** 5 Opinion and Consent of Brobeck, Phleger & Harrison.
** 23.1 Consent of Independent Auditors - Deloitte & Touche LLP.
** 23.2 Consent of Independent Auditors - KPMG Peat Marwick LLP.
23.3 Consent of Independent Auditors - Coopers & Lybrand L.L.P.
23.4 Consent of Independent Auditors - Arthur Andersen LLP.
** 23.5 Consent of Brobeck, Phleger & Harrison is contained in Exhibit 5 to the Registration Statement No. 33-55547
filed on September 20, 1994.
** 24 Power of Attorney.
** 99.1 T2 Medical, Inc. 1988 Stock Option Plan. Incorporated by reference to Exhibit 10(b) to the Annual Report on Form
10-K filed by T2 Medical, Inc. for the fiscal year ended September 30, 1992 (File No. 1-09868).
** 99.2 Form of Stock Option Assumption Agreement for Options issued pursuant to the T2 Medical, Inc. 1988 Stock Option
Plan.
** 99.3 Curaflex Health Services, Inc. 1990 Stock Option Plan.
** 99.4 Curaflex Health Services, Inc. 1989 Stock Option Plan.
** 99.5 Curaflex Health Services, Inc. Director's Non-Qualified Stock Option Plan.
** 99.6 Clinical Home Care Ltd. 1990 Incentive Stock Option Plan.
** 99.7 Clinical Home Care Ltd. 1990 Non-Qualified Stock Option Plan.
** 99.8 Form of Stock Option Assumption Agreement for Options issued pursuant to the plans described in Exhibits 99.3
through 99.7.
** 99.9 Medisys, Inc. 1989 Stock Option Plan - Incorporated by reference to Exhibit 28.1 to the Registration Statement
Number 33-46191 on Form S-8 filed with the Commission on March 5, 1992 by Medisys, Inc.
** 99.10 Form of Stock Option Assumption Agreement for Options issued to employees and officers pursuant to the Medisys,
Inc. 1989 Stock Option Plan.
** 99.11 Form of Stock Option Assumption Agreement for Options issued to non-employee directors pursuant to the Medisys,
Inc. 1989 Stock Option Plan.
* 99.12 Amanullah Khan Stock Option Agreement dated January 21, 1992.
* 99.13 David Printy Stock Option Agreement dated October 16, 1990.
* 99.14 Dennis Hanish Stock Option Agreement dated October 16, 1990.
* 99.15 Sung Won Sohn, Ph.D. Stock Option Agreement dated December 31, 1990.
* 99.16 Max Haid, M.D. Stock Option Agreement dated December 4, 1992.
* 99.17 Dennis Murphy Stock Option Agreement dated December 4, 1992.
* 99.18 Jerrold Schwartz, M.D. Stock Option Agreement dated December 4, 1992.
* 99.19 Edward Sherman, M.D. Stock Option Agreement dated December 4, 1992.
* 99.20 Stephen Sokaliski, M.D. Stock Option Agreement dated December 4, 1992.
* 99.21 Richard Vasquez, M.D. Stock Option Agreement dated December 4, 1992.
* 99.22 Cynthia Wollenschlager, M.D. Stock Option Agreement dated December 4, 1992.
** 99.23 Max Haid, M.D. Stock Option Agreement dated February 24, 1994.
** 99.24 Michael Cohen, M.D. Stock Option Agreement dated February 24, 1994.
** 99.25 Michael Cohen, M.D. Stock Option Agreement dated May 24, 1994.
** 99.26 Loren White, M.D. Stock Option Agreement dated February 24, 1994.
** 99.27 Loren White, M.D. Stock Option Agreement dated May 24, 1994.
** 99.28 David Sales, M.D. Stock Option Agreement dated February 24, 1994.
** 99.29 David Sales, M.D. Stock Option Agreement dated May 24, 1994.
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** 99.30 Igor Jurcik, M.D. Stock Option Agreement dated February 24, 1994.
** 99.31 Igor Jurcik, M.D. Stock Option Agreement dated May 24, 1994.
** 99.32 Form of Stock Option Assumption Agreement for Options granted
pursuant to Written Agreements described in Exhibits 99.14 through
99.17 and 99.25 through 99.33.
** 99.33 Form of Stock Option Assumption Agreement for Options granted
pursuant to Written Agreements described in Exhibits 99.18 through
99.24.
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* Exhibits 99.14 through 99.24 are incorporated herein by
reference to Exhibits 99.1 through 99.11, respectively, to
the Registration Statement Number 33-74652 on Form S-8
filed with the Commission on January 28, 1994 by Medisys,
Inc.
** Previously filed with Registration Statement No. 33-55547
on September 20, 1994 and incorporated herein by reference.
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EXHIBIT 23.3
Consent of Independent Auditors - Coopers & Lybrand L.L.P.
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Coopers Coopers & Lybrand L.L.P.
& Lybrand L.L.P. a professional services firm
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the registration statement of
Coram Healthcare Corporation on Form S-8 for (i) the outstanding options
previously granted under the stock plans of T2 Medical Corporation, Curaflex
Health Services, Inc. and Medisys, Inc. and their predecessor companies and
(ii) the outstanding options to purchase shares of Medisys, Inc. which were
granted pursuant to written agreements rather than under a plan, all of which
options have now been assumed by the Company, of our report dated February 11,
1994, on our audits of the consolidated financial statements and financial
statement schedules of Medisys, Inc. and Subsidiaries as of December 31, 1993
and 1992 and for the years ended December 31, 1993, 1992, and 1991, which
report is included in the Medisys, Inc. Annual Report on Form 10-K and the
Coram Healthcare Corporation registration statement on Form S-4.
/s/Coopers & Lybrand L.L.P.
Coopers & Lybrand L.L.P.
Minneapolis, Minnesota
September 15, 1994
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EXHIBIT 23.4
Consent of Independent Auditors - Arthur Andersen LLP.
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CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
As independent certified public accountants, we hereby consent to the
incorporation by reference in this Post-Effective Amendment No. 1 to
Form S-8 registration statement of our report dated March 18, 1994 included in
HealthInfusion, Inc. and subsidiaries' Form 10-K for the year ended
December 31, 1993 and to all references to our Firm included in this
Post-Effective Amendment No. 1 to Form S-8
registration statement of Coram Healthcare Corporation.
/s/ ARTHUR ANDERSEN LLP.
ARTHUR ANDERSEN LLP.
Miami, Florida
September 23, 1994
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