<PAGE> 1
As filed with the Securities and Exchange Commission on September 12, 1996
Registration No. 333- . . . . . .
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------
FORM S-8
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
----------------------
NHP INCORPORATED
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C>
Delaware 52-1445137
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification number)
</TABLE>
8065 Leesburg Pike, Suite 400
Vienna, Virginia 22182
(703) 394-2400
(Address of Principal Executive Offices)
NHP INCORPORATED
1995 INCENTIVE STOCK OPTION PLAN (AS AMENDED)
(Full title of the plan)
J. RODERICK HELLER, III
8065 Leesburg Pike, Suite 400
Vienna, Virginia 22182
(703) 394-2400
(Name and address, including zip code, and telephone number, including area
code, of agent for service)
--------------------
CALCULATION OF REGISTRATION FEE
==============================================================================
<TABLE>
<CAPTION>
Proposed Proposed
Amount Maximum Maximum Amount of
Title of Securities To Be Offering Price Aggregate Registration
To Be Registered Registered Per Share Offering Price Fee
- -------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Shares of Common
Stock, $.01 par
value 400,000 $19.00(1) $7,600,000(1) $2,620.69(1)
Options with respect
to the foregoing
Shares of Common
Stock 400,000 $19.00(1) $7,600,000(1) $2,620.69(1)
</TABLE>
(1) In accordance with the terms of the 1995 Incentive Stock Option Plan, the
option price shall not be less than 100% of the fair market value of the common
stock at the time the option is granted. In accordance with Rule 457(c), the
aggregate offering price and the amount of the registration fee are computed on
the basis (a) for ungranted options, of the average of the high and low prices
reported in the Nasdaq Stock Market on September 9, 1996, and (b) for granted
options, the actual exercise price specified in those granted options.
===============================================================================
<PAGE> 2
Except as set forth below, the entire content of the Form S-8 filed by NHP
Incorporated (the "Company") on July 15, 1996 (Registration No. 333-08137) is
hereby incorporated by reference.
ITEM 8. EXHIBITS
4 NHP Incorporated 1995 Incentive Stock Option Plan. (Incorporated
by reference to Amendment No. 1 to Registration Statement on Form
S-1, No. 33-93110, filed June 28, 1995.)
5 Opinion of Wilmer, Cutler & Pickering
24.1 Consent of Wilmer, Cutler & Pickering (contained in their opinion
filed as Exhibit 5)
24.2 Consent of Arthur Andersen LLP dated September 11, 1996
25 Power of attorney (included on signature page)
-2-
<PAGE> 3
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 Vienna, Virginia on the 12th day of September, 1996.
NHP INCORPORATED
By: /s/ J. Roderick Heller, III
-------------------------------------
J. Roderick Heller, III
Chief Executive Officer and President
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below under the heading "Signature" constitutes and appoints J. Roderick Heller,
III and Joel F. Bonder as his or her true and lawful attorneys-in-fact each
acting alone, with full power of substitution and resubstitution, for him or her
and in his or her name, place and stead, in any and all capacities to sign any
or 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 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 for all intents and purposes as he or she might or could do
in person, hereby ratifying and confirming all that said attorneys-in-fact, or
their substitutes, each acting alone, may lawfully do or cause to be done by
virtue hereof.
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.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ J. Roderick Heller, III
- --------------------------- Chairman of the Board, September 12, 1996
J. Roderick Heller, III Chief Executive Officer,
President and Director
(principal executive officer)
/s/ Ann Torre Grant
- --------------------------- Executive Vice President, September 12, 1996
Ann Torre Grant Chief Financial Officer
and Treasurer
(principal financial officer)
/s/ Jeffrey J. Ochs
- --------------------------- Vice President and Chief September 12, 1996
Jeffrey J. Ochs Accounting Officer
(principal accounting officer)
</TABLE>
-3-
<PAGE> 4
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Richard S. Bodman
- --------------------------- Director September 12, 1996
Richard S. Bodman
/s/ John W. Creighton, Jr.
- --------------------------- Director September 12, 1996
John W. Creighton, Jr.
/s/ Lloyd N. Cutler
- --------------------------- Director September 12, 1996
Lloyd N. Cutler
/s/ Michael R. Eisenson
- --------------------------- Director September 12, 1996
Michael R. Eisenson
/s/ Tim R. Palmer
- --------------------------- Director September 12, 1996
Tim R. Palmer
/s/ Herbert S. Winokur, Jr.
- --------------------------- Director September 12, 1996
Herbert S. Winokur, Jr.
</TABLE>
-4-
<PAGE> 5
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
Number Description
- ------- -----------
<S> <C>
NHP Incorporated 1995 Incentive Stock Option Plan.
(Incorporated by reference to Amendment No. 1 to
Registration Statement on Form S-1, No. 33-93110,
filed June 28, 1995.)
5 Opinion of Wilmer, Cutler & Pickering
23.1 Consent of Wilmer, Cutler & Pickering (contained in
their opinion filed as Exhibit 5)
23.2 Consent of Arthur Andersen LLP dated September 11, 1996
24 Power of attorney (included on signature page)
</TABLE>
-5-
<PAGE> 1
EXHIBIT 4
This document constitutes part of a prospectus covering securities
that have been registered under the Securities Act of 1933.
NHP INCORPORATED
----------------
1995 INCENTIVE STOCK OPTION PLAN
----------------
SUMMARY OF THE PLAN
(AS LAST AMENDED MAY 1, 1996)
September 11, 1996
<PAGE> 2
SUMMARY OF THE 1995 INCENTIVE STOCK OPTION PLAN
GENERAL INFORMATION REGARDING THE PLAN
The 1995 Incentive Stock Option Plan of NHP Incorporated (the "Plan") was
adopted by the Board of Directors of NHP Incorporated (the "Company") on
February 8, 1995 and was thereafter approved by the stockholders of the Company
on May 30, 1995. The Plan was amended by the Board of Directors of the Company
on May 1, 1996. The Plan provides for the granting of options ("Options") to
purchase an aggregate of up to 1,200,000 shares of the Company's common stock,
$.01 par value ("Common Stock") subject to adjustment for stock splits and other
changes in the Company's capital structure. The Plan is to remain in effect for
the granting of options until February 8, 2005 and for the subsequent exercise
of Options, unless it is sooner terminated by the Company's Board of Directors.
The purpose of the Plan is to enable the Company to attract, retain and
motivate its employees and other service providers by providing for or
increasing their proprietary interests in the Company.
PARTICIPATION
Options may be granted under the Plan to employees of the Company in the
discretion of the Compensation Committee of the Board of Directors (the
"Compensation Committee"). The Plan does not limit the number of Options that
may be granted to an individual by its terms, but in order to qualify as
incentive stock options for federal income tax purposes the aggregate fair
market value of Common Stock (determined at the time the option is granted) with
respect to which incentive stock options are exercisable for the first time by
an employee during any calendar year may not exceed $100,000.
Shares to be issued upon exercise of an Option under the Plan may be
authorized but unissued shares of Common Stock or previously issued shares of
Common Stock reacquired by the Company, including shares purchased on the open
market. Shares reserved under an Option that for any reason expires or is
terminated, in whole or in part, shall again be available for the purposes of
the Plan.
ADMINISTRATION
The Plan is administered by the Board of Directors which has, pursuant to
the terms of the Plan, delegated its responsibilities to the Compensation
Committee. The members of the Compensation Committee are appointed by and serve
at the discretion of the Board of Directors of the Company and their tenure can
be terminated at any time. In its discretion the Board may appoint another and
different committee to administer the Plan. The Committee currently consists of
Michael R. Eisenson, Herbert G. Winokur, Jr. and John W. Creighton,
-2-
<PAGE> 3
Jr., who are "disinterested persons" within the meaning of applicable
regulations. The Compensation Committee, subject to the express provisions of
the Plan, shall have authority to select the individuals who receive Options and
determine the terms of the Options, including the number of shares of Common
Stock subject to an Option, the exercise price of the Options and the term
during which the Option shall be in effect.
PROVISIONS OF OPTIONS
Each Option shall be reflected in an agreement with the optionee (an
"Incentive Stock Option Agreement"). The Compensation Committee shall determine
the provisions of each such agreement subject to the following:
(a) The exercise price to be paid for a share of Common Stock shall
not be less than 100% of the fair market value of the Common Stock at the time
the Option is granted. The exercise price under any Option shall not be less
than 110% of the fair market value of the Common Stock at the time the Option is
granted if the optionee owns Common Stock possessing more than 10 percent of the
total combined voting power of all classes of the Company's stock on the date of
grant.
(b) The term of an Option may not exceed 10 years from the date it is
granted. No portion of an Option that is granted to an individual who, at the
date of grant, owns Common Stock possessing more than 10% of the total combined
voting power of all classes of the Company's stock shall be exercisable after
the expiration of five years from the date of grant.
(c) Except as specifically provided in the Incentive Stock Option
Agreement pursuant to which an Option is granted, an Option may not be
transferred or assigned, voluntarily, involuntarily or by operation of law
(including, without limitation, the laws of bankruptcy, intestacy, decent and
distribution or succession), and may be exercised only by the optionee.
(d) The exercise price of Options must be paid in the form of a good
check or in accordance with the terms of any Incentive Stock Option Agreement
executed by the optionee.
TERMINATION AND AMENDMENT
The Board of Directors, in its discretion and at any time, may amend or
terminate the Plan; however, no modification or amendment may be made without
the approval of the stockholders of the Company if such modification or
amendment would increase the maximum aggregate number of shares that may be
issued under the Plan. Neither termination of the Plan, nor any modification or
amendment thereof, may adversely affect or
-3-
<PAGE> 4
alter any rights or obligation with respect to any Option or Incentive Stock
Option Agreement then in effect, except to the extent that any such action shall
be required or desirable (in the opinion of the Company or its counsel) in order
to comply with the Internal Revenue Code of 1986, as amended, or any rule or
regulation promulgated or proposed thereunder.
Subject to any required shareholder approval, the number of shares
represented by the unexercised portion of an outstanding Option, and the number
of shares authorized or reserved for issuance under the Plan, as well as the
exercise price of outstanding options, shall be proportionally adjusted for
(a) a division, combination or reclassification of any of the shares of Common
Stock or (b) a dividend payable in shares of Common Stock.
TAX CONSEQUENCES
Options granted under the Plan will be incentive stock options within the
meaning of Section 422(b) of the Internal Revenue Code of 1986, as amended (the
"Code"). An employee realizes no income upon the grant of an incentive stock
option. An optionee who holds his shares for two years after the grant of the
Option and for one year after he receives the shares upon its exercise will not
incur any federal income tax liability as a result of the exercise of the Option
(except that the spread between the Option exercise price and the fair market
value of the Common Stock at the time of exercise will be includable in his
alternative minimum taxable income), and he will realize taxable long-term
capital gain upon a subsequent sale of his shares at a price greater than the
Option price. No deduction will be allowable to the Company for federal income
tax purposes in connection with the grant or exercise of an incentive stock
option. However, if the optionee sells his shares without complying with the
above holding periods, he will have ordinary compensation income in the year of
sale equal to the difference between the Option price and the value of the
Common Stock when the Option was exercised (or, in certain cases, the sale
price, if lower). The Company would be entitled to a federal income tax
deduction in the amount of such income.
The application of the tax law to each individual will vary depending on
his own particular circumstances. Each individual should therefore consult his
own personal advisor with respect to the tax effects of his exercise of any
Option granted under the Plan or his sale or other disposition of any Common
Stock acquired upon the exercise of an Option. In addition, Congress is
considering changes in the capital gains tax and other matters that might affect
the taxation and relative value of these forms of compensation.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE AND ADDITIONAL INFORMATION
The following documents filed with the Securities and Exchange Commission
are incorporated herein by reference:
-4-
<PAGE> 5
(a) The annual report on Form 10-K of the Company filed on March 29,
1996 for the fiscal year ended December 31, 1995 (the "Annual Report") pursuant
to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act").
(b) All other reports filed pursuant to Section 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 Common Stock, par value $.01 per share of
the Company (the "Common Stock") contained in the Company's Registration
Statement on Form 8-A filed with the Securities and Exchange Commission on
August 7, 1995, including any amendment or report filed for the purpose of
updating such description.
All reports and other documents subsequently filed by the Company pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing
of a post-effective amendment to the registration statement that indicates that
all securities offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference herein and to
be a part hereof from the date of filing of such documents.
The Company will provide without charge to each optionee under the Plan,
upon written or oral request, copies of the foregoing documents, other than
exhibits to such documents if such exhibits are not themselves incorporated by
reference in such documents. The Company will also provide without charge to
each optionee under the Plan who does not otherwise receive such material;
copies of all reports, proxy statements and other communications distributed to
the Company's security holders generally. Written or telephone requests for any
of these documents, or requests for additional information about the Plan or its
administrators, should be directed to: NHP Incorporated, 8065 Leesburg Pike,
Vienna, Virginia 22182, attention: Joel F. Bonder, Secretary, or call 703-394-
2400.
-5-
<PAGE> 1
EXHIBIT 5
[WILMER, CUTLER & PICKERING LETTERHEAD]
September 12, 1996
NHP Incorporated
8065 Leesburg Pike, Suite 400
Vienna, VA 22182
Re: 1995 Incentive Stock Option Plan (As Amended)
Ladies and Gentlemen:
We have acted as counsel to NHP Incorporated, a Delaware corporation (the
"Company"), in connection with the preparation by the Company of a Registration
Statement on Form S-8 (the "Registration Statement") under the Securities Act of
1933, as amended, for the registration of 400,000 shares of common stock, $.01
par value per share, (the "Shares") of the Company issuable upon the exercise of
stock options ("Options") issuable pursuant to the 1995 Incentive Stock Option
Plan (the "Plan") of the Company as amended pursuant to an amendment (the
"Amendment") increasing by 400,000 the number of Shares that may be issued upon
exercise of the options issued under the Plan, as well as the Options.
For purposes of this opinion, we have examined copies of the following
documents:
1. An executed copy of the Form S-8;
2. A copy of the Restated Certificate of Incorporation of the Company, as
certified on September 12, 1996 by the Assistant Secretary of the Company
as then being complete, accurate and in effect;
3. Bylaws of the Company, as certified on September 12, 1996 by the
Assistant Secretary of the Company as then being complete, accurate and
in effect;
4. A copy of the Plan, as certified on September 12, 1996 by the Assistant
Secretary of the Company as then being complete, accurate and in effect;
5. A copy of the document disclosing material information to Plan
participants prepared in connection with the Form S-8;
<PAGE> 2
6. A Resolution of the Board of Directors dated May 1, 1996, adopting the
Amendment certified by the Assistant Secretary of the Company on
September 12, 1996 as then being complete, accurate and in effect.
7. A Certificate of the Assistant Secretary of the Company dated
September 12, 1996 certifying as to approval of the Amendment by the
shareholders of the Company.
In our examination of the aforesaid documents, we have assumed the
genuineness of all signatures, the legal capacity of natural persons, the
authenticity of all documents submitted to us as originals, and the conformity
with the original documents of all documents submitted to us as certified,
telecopied, photostatic, or reproduced copies. We have assumed the accuracy of
the foregoing certifications, on which we are relying, and have made no
independent investigation thereof.
We are members of the Bar of the District of Columbia and do not hold
ourselves out as being experts in the law of any other state. This opinion is
limited to the laws of the United States and the General Corporation Law of
Delaware. Although we do not hold ourselves out as being experts in the laws of
Delaware, we have made an independent investigation of such laws to the extent
necessary to render our opinion. Our opinion is rendered only with respect to
the laws and the rules, regulations and orders thereunder that are currently in
effect.
Based upon, subject to, and limited by the foregoing, we are of the
opinion that:
1. The issuance of the Options in accordance with the Plan has been
lawfully
and duly authorized.
2. The issuance of the Shares upon the exercise of options granted, when
issued in accordance with the terms of the Plan, has been lawfully and
duly authorized; and
3. When the Shares have been issued and delivered in accordance with the
terms of the Plan, the Shares will be legally issued, fully paid and
nonassessable.
We assume no obligation to advise you of any changes in the foregoing
subsequent to the delivery of this opinion. This opinion has been prepared
solely for your use in connection with the filing of the Form S-8 on September
12, 1996, and should not be quoted in whole or in part or otherwise be referred
to, nor otherwise be filed with or furnished to any governmental agency or other
person or entity, without our express prior written consent.
<PAGE> 3
We hereby consent to the filing of this opinion as an exhibit to the
Form S-8. Nothing herein shall be construed to cause us to be considered
"experts" within the meaning of Section 11 of the Securities Act of 1933, as
amended.
Sincerely,
WILMER, CUTLER & PICKERING
By: /s/ Richard W. Cass
--------------------------
Richard W. Cass, a partner
<PAGE> 1
EXHIBIT 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our report dated January 26, 1996
(except for the matters discussed in Note 13 to the consolidated financial
statements, as to which the date is March 21, 1996) included in NHP
Incorporated's Form 10-K for the year ended December 31, 1995 and to all
references to our Firm included in this registration statement.
ARTHUR ANDERSEN LLP
September 11, 1996
Washington, D.C.
