-----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, WqDknIh5kUQRqMPQujal+T4x6Wj6t299XcPmyNEhyJOOoF4F9AWc4ZEo/CsFoT3W q6LoxK/fZfm8uxItJpmSQg== 0001007507-97-000010.txt : 19970123 0001007507-97-000010.hdr.sgml : 19970123 ACCESSION NUMBER: 0001007507-97-000010 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19970122 EFFECTIVENESS DATE: 19970122 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: MORRISON HEALTH CARE INC CENTRAL INDEX KEY: 0001007507 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-EATING PLACES [5812] IRS NUMBER: 631155966 STATE OF INCORPORATION: GA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-20197 FILM NUMBER: 97509204 BUSINESS ADDRESS: STREET 1: 1955 LAKE PARK DR SE STREET 2: STE 400 CITY: SMYRNA STATE: GA ZIP: 30080-8855 BUSINESS PHONE: 7704373300 MAIL ADDRESS: STREET 1: 1955 LAKE PARK DR SE STREET 2: STE 400 CITY: SMYRNA STATE: GA ZIP: 30080-8855 S-8 1 -1- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 MORRISON HEALTH CARE, INC. (Exact name of registrant as specified in its charter) GEORGIA 63-1155966 (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization) 1955 LAKE PARK DRIVE, SUITE 400, SMYRNA, GEORGIA 30080 (Address of Principal Executive Offices) (Zip Code) 1996 STOCK INCENTIVE PLAN (Full title of the plan) John E. Fountain, Esq. Morrison Health Care, Inc. 1955 Lake Park Drive, Suite 400, Smyrna, Georgia 30080 (Name and address of agent for service) (770) 437-3300 (Telephone number, including area code, of agent for service) Copy to: Gabriel Dumitrescu, Esq. Powell, Goldstein, Frazer & Murphy 191 Peachtree Street, N.E. Sixteenth Floor Atlanta, Georgia 30303 CALCULATION OF REGISTRATION FEE Proposed Proposed Title of Maximum Maximum Securities Amount Offering Aggregate Amount of to be to be Price Per Offering Registration Registered Registered Share Price Fee Common Stock, 100,000 $14.81(2) $1,481,250(3) $448.86 $0.01 par value shares(1) Series A Junior Participating Preferred 100,000 Stock Purchase Rights(4) rights (1) Representing shares of the Registrant's common stock, $.01 par value (the "Common Stock") that may be issued and sold by the Registrant in connection with the Registrant's 1996 Stock Incentive Plan (the "Plan"). This Registration Statement also covers such indeterminable number of additional shares as may become issuable to prevent dilution in the event of stock splits, stock dividends or similar transactions pursuant to the terms of the Plan. Pursuant to separate Registration Statements on Forms S-8 (Reg. No. 333-2100 and Reg. No. 333-4504), the Registrant previously registered 500,000 shares and 250,000 shares, respectively, of Common Stock not included in the above figure subject to issuance under the Plan. (2) The average of the high and low prices of the Registrant's Common Stock as reported by The New York Stock Exchange on January 15, 1997. (3) The aggregate offering price is calculated solely for the purpose of determining the registration fee pursuant to Rule 457(h)(1) under the Securities Act of 1933, as amended. (4) The Series A Junior Participating Preferred Stock Purchase Rights (the "Rights") are attached to the shares of Common Stock being registered hereby and will be issued for no additional consideration. Therefore, no additional registration fee is required for the registration of the Rights. Incorporation by reference of contents of Registration Statements on Forms S-8 (Reg. No. 333-2100 and Reg. No. 333-4504). The contents of the Registration Statement on Form S-8 filed by the Registrant on March 8, 1996 (File No. 333-2100) and the Registration Statement on Form S-8 filed by the Registrant on May 3, 1996 (Reg. No. 333-4504) relating to the Plan are hereby incorporated by reference pursuant to General Instruction E to Form S-8. Item 8. Exhibits. The following opinions and consents are filed with this Registration Statement. Exhibit Number Description 5 Opinion of counsel with respect to the securities being registered. 23.1 Consent of counsel (included in Exhibit 5). 23.2 Consent of independent auditors. 24 Power of Attorney (see signature pages to this Registration Statement). 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 Atlanta, Georgia, on the 9th day of January, 1997. MORRISON HEALTH CARE, INC. By:/s/ Glenn A. Davenport Glenn A. Davenport President & Chief Executive Officer Exhibit 24 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Glenn A. Davenport and John E. Fountain, and either of them, as 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 or 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 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 below by the following persons in the capacities indicated on the date indicated. Signature Title Date /s/ Glenn A. Davenport President and January 9, 1997 Glenn A. Davenport Chief Executive Officer (Principal Executive Officer) /s/ John B. McKinnon Chairman of the Board January 9, 1997 John B. McKinnon /s/ K. Wyatt Engwall Senior Vice President, January 9, 1997 K. Wyatt Engwall Finance and Assistant Secretary (Principal Financial Officer) /s/ Claire L. Arnold Director January 9, 1997 Claire L. Arnold /s/ E. Eugene Bishop Director January 9, 1997 E. Eugene Bishop /s/ Fred L. Brown Director January 9, 1997 Fred L. Brown /s/ A. Robert Outlaw, Jr. Director January 9, 1997 A. Robert Outlaw, Jr. /s/ Dr. Benjamin F. Payton Director January 9, 1997 Dr. Benjamin F. Payton EXHIBIT INDEX Exhibit Number Description 5 Opinion of counsel with respect to the securities being registered. 23.1 Consent of counsel (included in Exhibit 5). 23.2 Consent of independent auditors. 24 Power of Attorney (see signature pages to this Registration Statement). EX-5 2 EXHIBITS 5 AND 23.1 Morrison Health Care, Inc. January 21, 1997 Morrison Health Care, Inc. 1955 Lake Park Drive Suite 400 Smyrna, Georgia 30080 Re: Registration Statement on Form S-8 Ladies and Gentlemen: We have served as counsel for Morrison Health Care, Inc., a Georgia corporation (the "Company"), in connection with the registration under the Securities Act of 1933, as amended, pursuant to a Registration Statement on Form S-8 (the "Registration Statement") of an aggregate of 100,000 shares (the "Shares") of common stock, $.01 par value, of the Company, to be offered and sold by the Company pursuant to the Morrison Health Care, Inc. 1996 Stock Incentive Plan (the "Plan"). We have examined and are familiar with originals or copies (certified, photostatic or otherwise identified to our satisfaction) of such documents, corporate records and other instruments relating to the incorporation of the Company and the adoption of the Plan as we have deemed necessary and advisable. In all such examinations, we have assumed the genuineness of all signatures on all originals and copies of documents we have examined, the authenticity of all documents submitted to us as originals and the conformity to original documents of all certified, conformed or photostatic copies. As to questions of fact material and relevant to our opinion, we have relied upon certificates or representations of Company officials and of appropriate state, local and federal officials. We express no opinion as to matters under or involving laws other than the laws of the State of Georgia. Based upon and subject to the foregoing and having regard for such legal considerations as we have deemed relevant, it is our opinion that: 1. The Shares have been duly authorized; and 2. Upon the issuance and delivery of the Shares upon receipt of lawful consideration therefor pursuant to the Plan, such Shares will be validly issued, fully paid and non-assessable. We hereby consent to the filing of this opinion as Exhibit 5 to the Registration Statement. Very truly yours, By:/s/ :POWELL, GOLDSTEIN, FRAZER & MURPHY LLP POWELL, GOLDSTEIN, FRAZER & MURPHY LLP EX-23 3 Exhibit 23.2 - Consent of Independent Auditors Morrison Health Care, Inc. We consent to the incorporation by reference in the Registration Statement on Form S-8 pertaining to the Morrison Health Care, Inc. 1996 Non-Executive Stock Incentive Plan of our report dated June 21, 1996, with respect to the consolidated financial statements of Morrison Health Care, Inc. and Subsidiaries incorporated by reference in its Annual report (Form 10-K) for the year ended June 1, 1996 and the related financial statement schedule included therein, filed with the Securities and Exchange Commission. By:/s/ERNST & YOUNG LLP ERNST & YOUNG LLP Atlanta, Georgia January 21, 1997 -----END PRIVACY-ENHANCED MESSAGE-----