As filed with the Securities and Exchange Commission on June 18, 1997
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
MEDCATH INCORPORATED
(Exact name of Registrant as specified in its charter)
North Carolina 56-1635096
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
7621 Little Avenue, Suite 106 28226
Charlotte, North Carolina (Zip Code)
(Address of principal executive offices)
MedCath Incorporated
Omnibus Stock Plan
(Full title of the Plan)
----------------------
Stephen R. Puckett
President
MedCath Incorporated
7621 Little Avenue, Suite 106
Charlotte, North Carolina 28226
(Name and address of agent for service)
(704) 541-3228
(Telephone number, including area code, of agent for service)
Copies to:
Dumont Clarke, IV, Esq.
Moore & Van Allen, PLLC
NationsBank Corporate Center
100 North Tryon Street, Floor 47
Charlotte, North Carolina 28202-4003
(704) 331-1000
------------------
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CALCULATION OF REGISTRATION FEE
- --------------------------- ---------------------- ---------------------------- ---------------------- -----------------------
Proposed Maximum
Title of Securities to be Amount to be Proposed Maximum Offering Aggregate Offering Amount of
Registered Registered Price Per Share(1) Price Registration Fee
- --------------------------- ---------------------- ---------------------------- ---------------------- -----------------------
<S> <C> <C> <C> <C>
Common Stock 500,000 shares $15.22 $7,610,000 $2,306
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(1) Estimated in accordance with Rule 457(h) under the Securities Act, solely
for the purpose of calculating the registration fee, based upon the
average of the high and low prices of the Common Stock as reported by the
Nasdaq National Market on June 12, 1997.
1
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================================================================================
MEDCATH INCORPORATED
================================================================================
500,000 Shares of Common Stock
Par Value $.01 Per Share
Offered Pursuant to the
MedCath Incorporated
Omnibus Stock Plan
The contents of the registration statements filed on Form S-8 of MedCath
Incorporated, registration number 33-92664, filed June 24, 1995, and
registration number 333-1310, filed February 13, 1996, are hereby incorporated
by reference. This registration statement is being filed for the sole purpose of
increasing the number of shares registered under the MedCath Incorporated
Omnibus Stock Plan from 800,000 shares to 1,300,000 shares.
2
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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 Charlotte, State of North Carolina, on June 18, 1997.
MEDCATH INCORPORATED
By: /s/ Stephen R. Puckett
---------------------------
Stephen R. Puckett
Chairman of the Board and President
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints
Stephen R. Puckett, Richard J. Post and David Crane or any of them, his true and
lawful attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective amendments)
to this Registration Statement, 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 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 he
might, or could, do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or their substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registrant Statement has been signed by the following persons in the capacities
and on the dates indicated.
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Signature Title Date
<S> <C> <C>
/s/ Stephen R. Puckett Chairman of the Board, President and June 18, 1997
------------------------ Director (Principal Executive Officer)
Stephen R. Puckett
/s/ David Crane Executive Vice President, Chief June 17, 1997
------------------------ Operating Officer and Director
David Crane
/s/ Richard J. Post Secretary and Treasurer (Chief June 17, 1997
------------------------ Financial Officer)
Richard J. Post
Director June __, 1997
Patrick J. Welsh
/s/ Andrew M. Paul Director June 17, 1997
------------------------
Andrew M. Paul
/s/ W. Jack Duncan Director June 17, 1997
------------------------
W. Jack Duncan
/s/ John B. McKinnon Director June 17, 1997
-------------------------
John B. McKinnon
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EXHIBIT INDEX
Sequential
Exhibit No. Description of Document Page No.
<S> <C>
5.1 Opinion of Moore & Van Allen, PLLC. 5
23.1 Consent of Ernst & Young LLP, independent auditors. 6
23.2 Consent of Arthur Andersen, LLP, independent public accountants. 7
23.3 Consent of Moore & Van Allen, PLLC (included in the opinion
filed as Exhibit No. 5.1.) 5
24.1 Power of Attorney (included on the signature page.) 3
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4
Exhibit 5.1
[LETTERHEAD OF MOORE & VAN ALLEN, PLLC]
June 18, 1997
MedCath Incorporated
7621 Little Avenue, Suite 106
Charlotte, NC 28226
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
We have acted as counsel for MedCath Incorporated, a North Carolina
corporation (the "Company"), in connection with the registration under the
Securities Act of 1933, as amended, on Form S-8 (the "Registration Statement")
of an aggregate of 500,000 shares (the "Shares") of the Company's common stock,
par value $0.01 per share, which are reserved for issuance under the Company's
Omnibus Stock Plan (the "Plan").
As counsel for the Company, we have examined the proceedings taken and
are familiar with the proceedings proposed to be taken in connection with the
issuance and sale of the Shares under the Plan. Further, in connection with the
Registration Statement, we have examined the originals or photocopies or
certified copies of such records of the Company, certificates of officers of the
Company and public officials and other documents as we have deemed relevant and
appropriate as the basis for the opinion hereinafter expressed. In such
examination, we have assumed the genuineness of all signatures, the authenticity
of all original documents submitted to us, the conformity to the originals of
all documents submitted to us as certified copies or photocopies and the
authenticity of the originals of such documents.
Based upon such examination, and relying upon statements of fact
contained in the documents which we have examined, we are of the opinion that
the Shares have been duly and validly authorized and, when issued as
contemplated by the Plan, will be validly issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement.
Very truly yours,
MOORE & VAN ALLEN, PLLC
/s/ Moore & Van Allen, PLLC
5
Exhibit 23.1
Consent of Independent Auditors
We consent to the incorporation by reference in the Registration Statement (Form
S-8) pertaining to the Omnibus Stock Plan of MedCath Incorporated of our reports
dated November 8, 1996, with respect to the consolidated financial statements of
MedCath Incorporated incorporated by reference in its Annual Report (Form 10-K)
for the year ended September 30, 1996 and the related financial statement
schedule included therein, filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
Ernst & Young LLP
Charlotte, North Carolina
June 17, 1997
6
Exhibit 23.2
[LETTERHEAD OF ARTHUR ANDERSON LLP]
Consent of Independent Public Accountants
As independent public accountants, we hereby consent to the incorporation by
reference in this Registration Statement on Form S-8 of our report on the
financial statements of HealthTech Corporation dated April 24, 1995, for the
years ended December 31, 1994 and 1993, incorporated by reference in MedCath
Incorporated's Form 10-K for the year ended September 30, 1996.
Charlotte, North Carolina,
June 17, 1997 /s/ Arthur Anderson LLP
7
