S-8

As filed with the U.S. Securities and Exchange Commission on May 10, 2019

Registration Statement No. 333-

UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER THE SECURITIES ACT OF 1933

 GENESIS HEALTHCARE, INC.
 (Exact Name of Registrant as Specified in its Charter)

Delaware	20-3934755
(State or Other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification No.)

101 East State Street

Kennett Square, PA 19348

 (Address of Principal Executive Offices)

Genesis Healthcare, Inc. Amended and Restated 2015 Omnibus Equity Incentive Plan
(Full Title of the Plan)

Michael S. Sherman
Senior Vice President and General Counsel
Genesis Healthcare, Inc.

101 East State Street
Kennett Square, PA 19348
 (Name and Address of Agent for Service)

(610) 444-6350

(Telephone Number, including Area Code, of Agent for Service)

Copies to:

Brian V. Breheny

Skadden, Arps, Slate, Meagher & Flom LLP
1440 New York Avenue, N.W.
Washington, D.C. 20005

(202) 371-7000

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non‑accelerated filer, a smaller reporting company or an emerging growth company.  See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b‑2 of the Exchange Act.

Large accelerated filer ☐	Accelerated filer ☒	Non-accelerated filer ☐	Smaller reporting company ☒
			Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.  ☐

CALCULATION OF REGISTRATION FEE

Title of Securities To Be Registered	Amount To Be Registered (1)	Proposed Maximum Offering Price Per Share (2)		Proposed Maximum Aggregate Offering Price (2)		Amount of Registration Fee (3)
Genesis Healthcare, Inc. Class A Common Stock, par value $0.001 per share (the “Class A Common Stock”)	4,063,546		$1.315		$5,343,563		$647.64

(1)	Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), this registration statement shall also cover an indeterminate number of additional shares of Class A Common Stock of Genesis Healthcare, Inc. (the “Registrant”) that may, with respect to the shares of Class A Common Stock registered hereunder, become issuable under the Registrant’s Amended and Restated Omnibus 2015 Equity Incentive Plan by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without the Registrant’s receipt of consideration, which results in an increase in the number of the Registrant’s outstanding shares of Class A Common Stock.
(2)	Estimated solely for the purpose of calculating the registration fee pursuant to Rules 457(c) and (h) under the Securities Act, on the basis of the average of the high and low prices per share of the Class A Common Stock as reported on the New York Stock Exchange on May 8, 2019.
(3)	Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(o) under the Securities Act.  Calculated in accordance with Section 6 of the Securities Act and Rule 457 under the Securities Act by multiplying 0.0001212 and the proposed maximum aggregate offering price.

EXPLANATORY NOTE

Genesis Healthcare, Inc. (the “Registrant”) is filing this registration statement on Form S-8 (this "Registration Statement") to register 4,063,546 shares of its Class A Common Stock, par value $0.001 per share, issuable pursuant to the Registrant’s Amended and Restated 2015 Omnibus Equity Incentive Plan (the “2015 Plan”).  The shares of Class A Common Stock registered hereunder are in addition to the shares of Class A Common Stock previously registered on the Registrant's registration statements on Form S-8 with respect to the 2015 Plan filed with the Securities and Exchange Commission (the “SEC”) on June 3, 2015 (File No. 333-204668) and August 9, 2017 (File No. 333-219821) (collectively, the "Prior Registration Statements").  This Registration Statement relates to securities of the same class as that to which the Prior Registration Statements related and is filed in accordance with General Instruction E to Form S-8.  Accordingly, pursuant to General Instruction E to Form S-8, the contents of the Prior Registration Statements are incorporated by reference and made part of this Registration Statement, except that the provisions contained in Part II of the Prior Registration Statements are modified as set forth in this Registration Statement.

PART II.

 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference

We are incorporating by reference certain information that we have filed with the SEC pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”).  The information contained in the documents that we are incorporating by reference is considered to be part of this Registration Statement, and the information that we later file with the SEC will automatically update and supersede the information contained or incorporated by reference into this Registration Statement.  We are incorporating by reference:

· our Annual Report on Form 10-K for the year ended December 31, 2018, which we filed with the SEC on March 18, 2019;

· our definitive proxy statement on Schedule 14A for the Registrant’s 2019 Annual Meeting of Stockholders, which we filed with the SEC on April 26, 2019;

· our Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2019, which we filed with the SEC on May 10, 2019;

· our Current Reports on Form 8-K filed with the SEC on February 4, 2019 and March 15, 2019; and

· the description of our Class A Common Stock contained in the registration statement on Form 8-A (No. 001-33459) filed on May 10, 2007, including any amendment or report filed for the purpose of updating such description.

All reports and definitive proxy or information statements filed pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act, after the date of this Registration Statement and prior to the filing of a post-effective amendment which indicates that all securities offered hereby 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 filing of such documents. Unless expressly incorporated into this Registration Statement, a report furnished but not filed on Form  8‑K under the Exchange Act shall not be incorporated by reference into this Registration Statement. Any statement contained herein or in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained in any subsequently filed document which also is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

Item 8.  Exhibits

Exhibit Numbers	Description
4.1	Genesis Healthcare, Inc. 2015 Amended and Restated Omnibus Equity Incentive Plan (filed as Exhibit A to our definitive proxy statement on Schedule 14A filed on April 28, 2017, and incorporated herein by reference)
4.2	Third Amended and Restated Certificate of Incorporation of Genesis Healthcare, Inc. (filed as Exhibit 3.1 to our Current Report on Form 8-K filed on February 6, 2015, and incorporated herein by reference)
4.3	Amended and Restated Bylaws of Genesis Healthcare, Inc. (filed as Exhibit 3.2 to our Current Report on Form 8-K filed on February 6, 2015, and incorporated herein by reference)
5.1	Opinion of Michael S. Sherman, Esq.*
23.1	Consent of Michael S. Sherman, Esq. (included as part of Exhibit 5.1 hereto)*
23.2	Consent of KPMG LLP*
24.1	Powers of Attorney (included on the signature page hereto)

_________________
 *  Filed herewith

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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 Kennett Square, State of Pennsylvania, on the 10th day of May, 2019.

GENESIS HEALTHCARE, INC.
By:	/s/ George V. Hager, Jr.
	Name:  George V. Hager, Jr.
	Title:   Chief Executive Officer

Each person whose signature appears below hereby constitutes and appoints Thomas DiVittorio and Michael Sherman 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) and supplements to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the U.S. Securities and Exchange Commission, and hereby grants to such 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 either 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 and on the dates indicated.

Signature	Title	Date
/s/ George V. Hager, Jr.	Chief Executive Officer and Director	May 10, 2019
George V. Hager, Jr.	(Principal Executive Officer)
/s/ Tom DiVittorio	Senior Vice President and Chief Financial Officer	May 10, 2019
Tom DiVittorio	(Principal Financial Officer)
/s/ Stephen S. Young	Vice President and Controller	May 10, 2019
Stephen S. Young	(Principal Accounting Officer)
/s/ James H. Bloem	Director	May 10, 2019
James H. Bloem
/s/ John F. DePodesta	Director	May 10, 2019
John F. DePodesta

/s/ Robert H. Fish	Director	May 10, 2019
Robert H. Fish
/s/ Robert Hartman	Director	May 10, 2019
Robert Hartman
/s/ James V. McKeon	Director	May 10, 2019
James V. McKeon
/s/ David Reis	Director	May 10, 2019
David Reis
/s/ Terry Allison Rappuhn	Director	May 10, 2019
Terry Allison Rappuhn
/s/ Arnold Whitman	Director	May 10, 2019
Arnold Whitman

EX-5.1

Exhibit 5.1

May 10, 2019

Genesis Healthcare, Inc.
101 East State Street
Kennett Square, PA 19348

Attn: Board of Directors

Re: Registration Statement on Form S-8 regarding 4,063,546 shares of Class A Common Stock, par value $0.001 per share, of Genesis Healthcare, Inc.

Gentlemen:

In connection with the registration by Genesis Healthcare, Inc., a Delaware corporation (the “Company”), of 4,063,546 shares of the Company’s Class A common stock, par value $0.001 per share (the “Shares”), to be issued pursuant to the Genesis Healthcare, Inc. Amended and Restated 2015 Omnibus Equity Incentive Plan (the “Plan”), under the Securities Act of 1933, as amended, on Form S-8 (the “Registration Statement”) to be filed with the Securities and Exchange Commission, you have requested an opinion with respect to the matters set forth below.

In my capacity as Senior Vice President, General Counsel, Secretary and Assistant Treasurer of the Company, I am familiar with the proceedings taken, and proposed to be taken, by the Company in connection with the authorization, issuance and sale of the Shares and, for the purposes of this opinion, I have assumed such proceedings will be timely completed in the manner contemplated by the Plan.

As such counsel, I have examined such matters of fact and questions of law considered appropriate for purposes of rendering the opinions expressed below. In my examination, I have assumed the genuineness of all signatures, the authenticity of all documents submitted to me as originals, and the conformity to authentic original documents of all documents submitted to me as copies. With your consent I have relied upon certificates of an officer of the Company and others with respect to certain factual matters. I have not independently verified such factual matters.

I am opining herein as to the effect on the subject transaction of only the General Corporation Law of the State of Delaware (“DGCL”), including statutory and reported decisional law thereunder, and I express no opinion with respect to the applicability thereto or the effect thereon of any other laws or as to any matters of municipal law or any other local agencies within any state.

Subject to the foregoing and the other matters set forth herein and in reliance thereon, it is my opinion that, as of the date hereof, the Shares have been duly authorized by all necessary corporate action of the Company, and upon the issuance and sale of the Shares in the manner contemplated by the Registration Statement and in accordance with the terms of the Plan, and subject to the Company completing all action and proceedings required on its part to be taken prior to the issuance of the Shares pursuant to the terms of the Plan and the Registration Statement, including, without limitation, receipt of legal consideration in excess of the par value of the Shares issued, the Shares will be validly issued, fully paid and nonassessable securities of the Company.

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With your consent, I have assumed for purposes of the opinion paragraph above that: (i) some of the Shares will be delivered through the Depository Trust Company’s automated system for deposits and withdrawals of securities, (ii) the issuance of the Shares will be duly registered on the books of the transfer agent and registrar therefore in the name or on behalf of the Plan participants or certificates representing the Shares will be manually signed by a duly authorized officer of the transfer agent and registrar therefor, and (iii) the Company will comply with all applicable notice requirements regarding uncertificated shares provided in the DGCL.

This opinion is for your benefit in connection with the Registration Statement and may be relied upon by you and by persons entitled to rely upon it pursuant to the applicable provisions of federal securities laws. I consent to your filing this opinion as an exhibit to the Registration Statement.

Sincerely,

/s/ Michael S. Sherman

Michael S. Sherman

Senior Vice President, General Counsel,

Secretary and Assistant Treasurer

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EX-23.2

Exhibit 23.2

Consent of Independent Registered Public Accounting Firm

The Board of Directors
Genesis Healthcare, Inc.:

We consent to the use of our reports dated March 18, 2019, with respect to the consolidated balance sheets of Genesis Healthcare, Inc. and subsidiaries as of December 31, 2018 and 2017, and the related consolidated statements of operations, comprehensive loss, stockholders’ deficit and cash flows for each of the years in the two-year period ended December 31, 2018, and the related notes, and the effectiveness of internal control over financial reporting as of December 31, 2018, incorporated by reference herein.

/s/ KPMG LLP

Philadelphia, Pennsylvania
May 10, 2019