-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Eo36JLaGiQRFswNBJkCfQsgQTmmog6wiHcyVWu85SJ7CJT7IuIfD+KuEa/sFmsC2 K/BzajEsROyWMQUh/xXJ4Q== 0000950152-96-004933.txt : 19960930 0000950152-96-004933.hdr.sgml : 19960930 ACCESSION NUMBER: 0000950152-96-004933 CONFORMED SUBMISSION TYPE: S-1MEF PUBLIC DOCUMENT COUNT: 1 333-11251 FILED AS OF DATE: 19960926 EFFECTIVENESS DATE: 19960926 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: NCS HEALTHCARE INC CENTRAL INDEX KEY: 0001004990 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-DRUG STORES AND PROPRIETARY STORES [5912] IRS NUMBER: 341816187 STATE OF INCORPORATION: DE FISCAL YEAR END: 0731 FILING VALUES: FORM TYPE: S-1MEF SEC ACT: 1933 Act SEC FILE NUMBER: 333-12813 FILM NUMBER: 96635398 BUSINESS ADDRESS: STREET 1: 3201 ENTERPRISE PARKWAY STREET 2: SUITE 2200 CITY: BEACHWOOD STATE: OH ZIP: 44122 MAIL ADDRESS: STREET 1: 1400 MCDONALD INVESTMENT CENTER STREET 2: 800 SUPERIOR AVE CITY: CLEVELAND STATE: OH ZIP: 44114 S-1MEF 1 NCS HEALTHCARE 1 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 26, 1996 REGISTRATION NO. 333- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 NCS HEALTHCARE, INC. (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
Delaware 5912 34-1816187 (STATE OR OTHER JURISDICTION OF (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER IDENTIFICATION NO.) INCORPORATION OR ORGANIZATION) CLASSIFICATION CODE NO.)
3201 Enterprise Parkway, Suite 220 Beachwood, Ohio 44122 (216) 514-3350 (ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES) Jon H. Outcalt Chairman of the Board of NCS HealthCare, Inc. 3201 Enterprise Parkway, Suite 220 Beachwood, Ohio 44122 (216) 514-3350 (NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE) Copies to: Thomas F. McKee Frederick W. Kanner Calfee, Halter & Griswold Dewey Ballantine 1400 McDonald Investment Center 1301 Avenue of the Americas 800 Superior Avenue New York, New York 10019 Cleveland, Ohio 44114 (212) 259-8000 (216) 622-8200 APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as practicable after this Registration Statement becomes effective. If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box [ ]. -------------------------------- If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [X] 333-11251 -------------------------------- If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ] -------------------------------- If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. [ ] --------------------------------
CALCULATION OF REGISTRATION FEE ================================================================================================================================== Title of each class of securities Proposed maximum Amount of to be registered aggregate offering price (1) registration fee - ---------------------------------------------------------------------------------------------------------------------------------- Class A Common Stock, $.01 par value(2).................... $23,639,688 $8,152 ================================================================================================================================== (1) Calculated pursuant to Rule 457(c) under the Securities Act of 1933, based upon the average of the high and low sale prices of the Class A Common Stock on The Nasdaq Stock Market's National Market on September 26, 1996. (2) Includes shares of Class A Common Stock which the Underwriters have the option to purchase to cover over-allotments.
2 INCORPORATION BY REFERENCE The Company's Registration Statement on Form S-1, File No. 333-11251, filed with the Securities and Exchange Commission is hereby incorporated by reference in this Registration Statement. EXHIBITS 5.1 Opinion of Calfee, Halter & Griswold as to the validity of the shares of Class A Common Stock 23.1 Consent of Calfee, Halter & Griswold (included in Exhibit 5.1 of this Registration Statement) 23.2 Consent of Ernst & Young LLP 23.3 Consent of R.E. Reed & Company PAYMENT OF FEE The Company hereby certifies that (i) National City Bank has been instructed to transmit, as soon as posible but not later than the close of business on September 27, 1996, unrestricted funds in the amount of $8,152 to the account of the Securities and Exchange Commission at Mellon Bank in payment of the filing fee, (ii) such instructions will not be revoked and (iii) the Company has sufficient funds in its account to cover the amount being so transmitted. In addition, the Company undertakes that it will confirm receipt by National City Bank of the aforesaid instructions during regular business hours on September 27, 1996. 3 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cleveland, State of Ohio, on September 26, 1996. NCS HealthCare, Inc. By: /s/ Jon H. Outcalt ------------------------ Jon H. Outcalt Chairman of the Board POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned, being a Director and/or officer of NCS HealthCare, Inc., a Delaware corporation, hereby constitutes and appoints Jon H. Outcalt, Kevin B. Shaw, Jeffrey R. Steinhilber, Thomas F. McKee, Edward W. Moore and David A. Basinski, Jr., and each 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, and each of them, full power and authority to do and perform each and every act and thing requisite, necessary or advisable to be done, 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 any of them, or their or his 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 Registration Statement has been signed by the following persons in the capacities indicated on September 26, 1996. SIGNATURE TITLE /s/ Jon H. Outcalt ----------------------------- Jon H. Outcalt Chairman of the Board of Directors /s/ Kevin B. Shaw ----------------------------- Kevin B. Shaw President, Chief Executive Officer and Director (Principal Executive Officer) /s/ Jeffrey R. Steinhilber ----------------------------- Jeffrey R. Steinhilber Chief Financial Officer (Principal Financial and Accounting Officer) ----------------------------- A. Malachi Mixon III Director 4 ----------------------------- Boake A. Sells Director /s/ James B. Naylor ----------------------------- James B. Naylor Director ----------------------------- Richard L. Osborne Director /s/ Phyllis K. Wilson ----------------------------- Phyllis K. Wilson Director 5 Exhibit 5.1 Calfee, Halter & Griswold 1400 McDonald Investment Center Cleveland, Ohio 44114 September 26, 1996 NCS HealthCare, Inc. 3201 Enterprise Parkway, Suite 220 Beachwood, Ohio 44122 Re: Shares of Class A Common Stock, par value $.01 per share, of NCS HealthCare, Inc. (the "Shares") to be Offered Through Underwriters ------------ We are acting as counsel for NCS HealthCare, Inc., a Delaware corporation (the "Company"), in connection with (i) the issuance and sale of Shares (including Shares which may be sold pursuant to an over-allotment option granted by the Company to the Underwriters) by the Company (the "Primary Shares") in accordance with the proposed Underwriting Agreement among the Company, certain selling stockholders named therein (the "Selling Stockholders"), and Smith Barney Inc., William Blair & Company, L.L.C., Montgomery Securities and McDonald & Company Securities, Inc., as Representatives of the several Underwriters, and (ii) the sale by the Selling Stockholders of Shares (the "Secondary Shares") in accordance with the Underwriting Agreement. We have examined such documents, records and matters of law as we have deemed necessary for purposes of this opinion, and based thereon we are of the opinion that, subject to the due authorization of the specified terms of sale of the Primary Shares by the Pricing Committee of the Board of Directors of the Company, the Primary Shares covered by the Form S-1 Registration Statement to which this letter is attached as Exhibit 5.1 (the "Registration Statement") are duly authorized and, when issued and delivered to the Underwriters pursuant to the Underwriting Agreement against payment of the consideration therefor as provided therein and in accordance with the resolutions duly adopted by the Board of Directors of the Company, will be validly issued, fully paid and nonassessable. For our opinion with respect to the legality of the Secondary Shares and that portion of the Primary Shares covered by Form S-1 Registration Statement File No. 333-11251, we refer you to Exhibit 5.1 thereto. We are attorneys licensed to practice law in the State of Ohio. The opinion expressed herein is limited solely to the laws of the State of Ohio and the General Corporation Law of the State of Delaware and we express no opinion under the laws of any other jurisdiction. 6 CALFEE, HALTER & GRISWOLD NCS Healthcare, Inc. September 26, 1996 Page 2 This opinion is delivered to you solely in connection with the filing by the Company of the Registration Statement, and this letter and the opinion stated herein may not be relied upon for any other purpose or by any persons other than the Directors and executive officers of the Company. We consent to the filing of this opinion as Exhibit 5 to the Registration Statement and to the use of our name under the caption "Legal Matters" in the Prospectus comprising a part of the Registration Statement. Respectfully submitted, CALFEE, HALTER & GRISWOLD 7 EX-23.2 CONSENT OF INDEPENDENT AUDITORS We consent to the references to our firm under the captions "Experts" and "Selected Consolidated Financial Data" and to the use of our report dated August 2, 1996 on the consolidated financial statements of NCS HealthCare, Inc. and subsidiaries; our report dated August 20, 1996 on the balance sheet and related statements of operations and cash flows of IPAC Pharmacy, Inc.; and our report dated August 26, 1996 on the combined balance sheet and related combined statements of income and cash flows of Thrifty Medical Systems, in the Form S-1 Registration Statement and related Prospectus of NCS HealthCare, Inc. for the registration of 4,485,000 shares of its Class A Common Stock. Ernst & Young LLP Cleveland, Ohio September 26, 1996 8 R.E. REED & COMPANY CERTIFIED PUBLIC ACCOUNTANTS EXHIBIT 23.3 ================================================ CONSENT OF INDEPENDENT AUDITORS We consent to the reference to our firm under the caption "Experts" and to the use of our report dated March 21, 1996, on the consolidated balance sheets of Americare Health Services, Inc. (d.b.a. Uni-Care) at December 31, 1994 and 1995, and on the consolidated statements of operations and retained earnings and cash flows for the two years ended December 31, 1995, in the Form S-1 Registration Statement and related Prospectus of NCS Healthcare, Inc. for the registration of shares of its Class A Common Stock. /s/ R.E. Reed and Company R.E. Reed and Company Laconia, New Hampshire September 26, 1996 -----END PRIVACY-ENHANCED MESSAGE-----