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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 30, 1999
REGISTRATION NO. 333-
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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)
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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
1994 STOCK OPTION/STOCK ISSUANCE PLAN
(Full title of the plan)
RICHARD M. SMITH
CHIEF EXECUTIVE OFFICER AND PRESIDENT
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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Common Stock, $.001
par value.......... 2,400,000(2) $1.96875 $4,725,000 $1,313.55
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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 April 27,
1999 of $1.96875 per share with respect to the 2,400,000 shares issuable
upon exercise of options to purchase shares of the Registrant's Common Stock
to be granted under the Registrant's 1994 Stock Option/Stock Issuance Plan.
(2) This Registration Statement also covers any additional shares of Common
Stock which become issuable with respect to shares of Common Stock issued or
issuable upon exercise of options granted under the Registrant's 1994 Stock
Option/Stock Issuance 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 Annual Report on Form 10-K for the fiscal year ended
December 31, 1998, filed with the Commission on March 31, 1999.
(c) Amendment No. 1 to the Registrant's Annual Report on Form 10-K/A for
the fiscal year ended December 31, 1998, filed with the Commission on
April 30, 1999.
(d) The Registrant's Current Report on Form 8-K, filed with the Commission
on April 19, 1999.
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.
2
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PART II: INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 8. EXHIBITS
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EXHIBIT
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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 pages 4 and 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 April 30, 1999.
CORAM HEALTHCARE CORPORATION,
a Delaware corporation
By: /s/ RICHARD M. SMITH
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Richard M. Smith
Chief Executive Officer and
President
By: /s/ WENDY L. SIMPSON
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Wendy L. Simpson
Executive Vice President and
Chief Financial Officer
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 Richard M. Smith and Wendy L. Simpson, 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/ DONALD J. AMARAL Chairman of the Board April 30, 1999
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Donald J. Amaral
/s/ RICHARD M. SMITH Chief Executive Officer, April 30, 1999
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Richard M. Smith (Principal Executive Officer)
/s/ WENDY L. SIMPSON Executive Vice President and April 30, 1999
- ----------------------------------------------------- Chief Financial Officer
Wendy L. Simpson (Principal Financial Officer)
/s/ RICHARD A. FINK Director April 30, 1999
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Richard A. Fink
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SIGNATURE TITLE DATE
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Director
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Stephen A. Feinberg
/s/ STEPHEN G. PAGLIUCA Director April 30, 1999
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Stephen G. Pagliuca
/s/ L. PETER SMITH Director April 30, 1999
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L. Peter Smith
/s/ WILLIAM J. CASEY Director April 30, 1999
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William J. Casey
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EXHIBIT INDEX
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EXHIBITS
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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 pages 4 and 5 of
this Registration Statement.
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April 30, 1999
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 2,400,000 shares (the "Shares") of its Common Stock, $.001 par
value per share, pursuant to Coram Healthcare Corporation's 1994 Stock
Option/Stock Issuance 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.
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Coram Healthcare Corporation
April 30, 1999
Page 2
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.
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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Paul, Hastings, Janofsky & Walker LLP
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CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement on
Form S-8 pertaining to the registration of 2,400,000 shares of common stock of
Coram Healthcare Corporation for issuance under the Coram Healthcare Corporation
Employee Stock Purchase Plan of our report dated March 31, 1999, with respect to
the consolidated financial statements and schedule of Coram Healthcare
Corporation included in its Annual Report on Form 10-K/A for the year ended
December 31, 1998, filed with the Securities and Exchange Commission.
ERNST & YOUNG LLP
Denver, Colorado
April 30, 1999
