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As filed with the Securities and Exchange Commission on December 11, 1997
Registration No. 33-..................
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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CORAM HEALTHCARE CORPORATION
(Exact name of registrant as specified in charter)
DELAWARE 33-0615337
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1125 17TH STREET, SUITE 2100
DENVER, COLORADO 80202
(Address of Principal Executive Offices) (Zip Code)
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CORAM HEALTHCARE CORPORATION
EMPLOYEE STOCK PURCHASE PLAN
(Full title of the plan)
RICHARD M. SMITH
Chief Financial Officer and Secretary
CORAM HEALTHCARE CORPORATION
1125 17th Street, Suite 2100
Denver, Colorado 80202
(Name and address of agent for service)
(303) 292-4973
(Telephone number, including area code, of agent for service)
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CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Maximum Maximum
Title of Securities Amount to be Offering Price Aggregate Amount of
to be Registered Registered Per Share (1) Offering Price (1) Registration Fee
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<S> <C> <C> <C> <C>
Common Stock, $.001 par value 700,000(2) $ 3,34375 $ 2,340,625 $ 690.48
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(1) Estimated solely for the purpose of calculating the amount of the
registration fee in accordance with Rule 457 under the Securities Act of
1933, as amended. The Proposed Maximum Offering Price Per Share and the
Proposed Maximum Aggregate Offering Price are based on the average of the
high and low prices as reported by the New York Stock Exchange on December
8, 1997 of $3.34375 per share with respect to the 700,000 shares issuable
upon exercise of rights to purchase shares of the Registrant's Common Stock
to be granted under the Registrant's Employee Stock Purchase Plan.
(2) This Registration Statement also covers any additional shares of Common
Stock which become issuable under the Registrant's Employee Stock Purchase
Plan by reason of any stock dividend, stock split, recapitalization or
other similar transaction effected without the receipt of consideration
which results in an increase in the number of the Registrant's outstanding
shares of Common Stock.
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INCORPORATION BY REFERENCE
REGISTRATION OF ADDITIONAL SECURITIES.
Pursuant to General Instruction E (Registration of Additional
Securities) of Form S-8, 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 Registration Statement filed on Form S-8,
Registration Number 033-55657, with the Commission on
September 28, 1994 and declared effective on October 17,
1994.
(b) The Registrant's Quarterly Report on Form 10-Q for the
fiscal quarter ended September 30, 1997, filed with the
Commission on November 12, 1997.
(c) The Registrant's Current Report on Form 8-K, filed with
the Commission on October 15, 1997.
(d) The Registrant's Current Report on Form 8-K, filed with
the Commission on August 25, 1997.
(e) The Registrant's Quarterly Report on Form 10-Q for the
fiscal quarter ended June 30, 1997, filed with the
Commission on August 13, 1997.
(f) The Registrant's Current Report on Form 8-K, filed with
the Commission on July 9, 1997.
(g) The Registrant's Current Report on Form 8-K, filed with
the Commission on June 27, 1997.
(h) The Registrant's Current Report on Form 8-K, filed with
the Commission on June 13, 1997.
(i) The Registrant's Second Amendment to Quarterly Report on
Form 10-Q/A for the fiscal quarter ended June 30, 1996,
filed with the Commission on June 9, 1997.
(j) The Registrant's Quarterly Report on Form 10-Q for the
fiscal quarter ended March 31, 1997, filed with the
Commission on May 15, 1997.
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(k) The Registrant's Current Report on Form 8-K, filed with
the Commission on April 10, 1997.
(l) The Registrant's Annual Report on Form 10-K for the fiscal
year ended December 31, 1996, filed with the Commission on
March 31, 1997.
In addition, all documents filed by the Company with the
Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act
subsequent to the date of this Registration Statement, and prior to the filing
of a post- effective amendment which indicates that all securities offered 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 the filing of such documents with the
Commission.
PART II: INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 8. EXHIBITS
Exhibit
5 Opinion and Consent of Paul, Hastings, Janofsky &
Walker LLP.
23.1 Consent of Independent Auditors - Ernst & Young
LLP.
23.2 Consent of Paul, Hastings, Janofsky & Walker LLP
is contained in Exhibit 5.
24 Power of Attorney. Reference is made to page 5
of this Registration Statement.
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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 Denver, State of Colorado, on December 10,
1997.
CORAM HEALTHCARE CORPORATION,
a Delaware corporation
By: /s/ DONALD J. AMARAL
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Donald J. Amaral
President & Chief Executive
Officer
By: /s/ RICHARD M. SMITH
------------------------------------
Richard M. Smith
Chief Financial Officer &
Secretary
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POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned officers and
directors of Coram Healthcare Corporation, a Delaware corporation, do hereby
constitute and appoint Donald J. Amaral and Richard M. Smith, and each of them,
the lawful attorneys and agents, with full power and authority to do any and
all acts and things and to execute any and all instruments which said attorneys
and agents, and any one of them, determine may be necessary or advisable or
required to enable said corporation to comply with the Securities Act of 1933,
as amended, and any rules or regulations or requirements of the Commission in
connection with this Registration Statement. Without limiting the generality
of the foregoing power and authority, the powers granted include the power and
authority to sign the names of the undersigned officers and directors in the
capacities indicated below to this Registration Statement, to any and all
amendments, both pre-effective and post-effective, and supplements to this
Registration Statement, and to any and all instruments or documents filed as
part of or in conjunction with this Registration Statement or amendments or
supplements thereof, and each of the undersigned hereby ratifies and confirms
all that said attorneys and agents, or any of them, shall do or cause to be
done by virtue hereof. This Power of Attorney may be signed in several
counterparts.
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.
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Signature Title Date
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<S> <C> <C>
/s/ Donald J. Amaral President, Chief Executive Officer, December 10, 1997
----------------------------- Director and Chairman of the Board of
Donald J. Amaral Directors (Principal Executive Officer)
/s/ Richard M. Smith Chief Financial Officer and Secretary December 10, 1997
----------------------------- (Principal Financial Officer and Principal
Richard M. Smith Accounting Officer)
/s/ Richard A. Fink Director December 10, 1997
-----------------------------
Richard A. Fink
/s/ Arne T. Alsin Director December 10, 1997
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Arne T. Alsin
/s/ Stephen G. Pagliuca Director December 10, 1997
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Stephen G. Pagliuca
/s/ Peter Smith Director December 10, 1997
-----------------------------
Peter Smith
/s/ William J. Casey Director December 10, 1997
-----------------------------
William J. Casey
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EXHIBIT INDEX
Exhibits
5 Opinion and Consent of Paul, Hastings, Janofsky & Walker LLP.
23.1 Consent of Independent Auditors - Ernst & Young LLP.
23.2 Consent of Paul, Hastings, Janofsky & Walker LLP is contained in
Exhibit 5.
24 Power of Attorney. Reference is made to page 5 of this
Registration Statement.
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EXHIBIT 5
Paul, Hastings, Janofsky & Walker LLP
555 South Flower Street
Los Angeles, California 90071-2371
Telephone (213) 683-6000
Facsimile (213) 627-0705
December 10, 1997
Coram Healthcare Corporation
Bank One Building
1125 17th Street
Suite 2100
Denver, Colorado 80202
Ladies and Gentlemen:
We are furnishing this opinion of counsel to Coram Healthcare
Corporation, a Delaware corporation (the "Company"), for filing as Exhibit 5 to
the Registration Statement on Form S-8 (the "Registration Statement") to be
filed by the Company with the Securities and Exchange Commission under the
Securities Act of 1933, as amended, relating to the issuance and sale by the
Company of up to 700,000 shares (the "Shares") of its Common Stock, $.001 par
value per share, pursuant to Coram Healthcare Corporation's Employee Stock
Purchase Plan (the "Plan").
We have examined the Certificate of Incorporation and Bylaws,
each as amended to date, of the Company, and the originals, or copies certified
or otherwise identified, of records of corporate action of the Company as
furnished to us by the Company, certificates of public officials and of
representatives of the Company, and such other instruments and documents as we
deemed necessary, as a basis for the opinions hereinafter expressed.
Based upon our examination as aforesaid, and in reliance upon
our examination of such questions of law as we deem relevant under the
circumstances, we are of the opinion that the Shares, when purchased and issued
as described in the Registration Statement and in accordance with the Plan,
will be validly issued, fully paid and nonassessable.
We express no opinion with respect to the applicability or
effect of the laws of any jurisdiction other than the Delaware General
Corporation Law as in effect on the date hereof.
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Coram Healthcare Corporation
December 10, 1997
Page 2
We hereby consent to the filing of this opinion of counsel as
Exhibit 5 to the Registration Statement.
Very truly yours,
/s/ PAUL, HASTINGS, JANOFSKY & WALKER LLP
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EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement on
Form S-8 pertaining to the registration of 700,000 shares of common stock of
Coram Healthcare Corporation for the issuance under the Coram Healthcare
Corporation Employee Stock Purchase Plan of our report dated March 30, 1997,
with respect to the consolidated financial statements of Coram Healthcare
Corporation included in its Annual Report on Form 10-K for the year ended
December 31, 1996, filed with the Securities and Exchange Commission.
/S/ ERNST & YOUNG LLP
Denver, Colorado
December 10, 1997
