-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, hsLBX/6AadbenBL1DFVGSl82F1qw5/lSejWbVuNSCyHKyIFq5/lqoeahMLcTveUQ YUfgA7AeDYNb+id5w7goXQ== 0000276477-95-000015.txt : 19950515 0000276477-95-000015.hdr.sgml : 19950515 ACCESSION NUMBER: 0000276477-95-000015 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19950213 EFFECTIVENESS DATE: 19950304 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: HILLHAVEN CORP CENTRAL INDEX KEY: 0000276477 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-NURSING & PERSONAL CARE FACILITIES [8050] IRS NUMBER: 911459952 STATE OF INCORPORATION: NV FISCAL YEAR END: 0531 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 033-57679 FILM NUMBER: 95509691 BUSINESS ADDRESS: STREET 1: 1148 BROADWAY PLZ CITY: TACOMA STATE: WA ZIP: 98402 BUSINESS PHONE: 2065724901 FORMER COMPANY: FORMER CONFORMED NAME: MERIT CORP DATE OF NAME CHANGE: 19600201 S-8 1 As filed with the Securities and Exchange Commission on February 13, 1995 Registration No. 33-_________ _____________________________________________________________________ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 _________________________________ FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 _________________________________ THE HILLHAVEN CORPORATION (Exact name of registrant as specified in its charter) Nevada 91-1459952 (State or other jurisdiction of (IRS Employer Identification Number) incorporation or organization) 1148 Broadway Plaza, Tacoma, WA 98402 (Address of principal executive offices) (Zip Code) THE HILLHAVEN CORPORATION EMPLOYEE MONTHLY STOCK INVESTMENT PLAN (Full title of the plans) Richard P. Adcock Senior Vice President, Secretary and General Counsel The Hillhaven Corporation 1148 Broadway Plaza Tacoma, Washington 98402 (Name and address of agent for service) (206) 572-4901 (Telephone number, including area code, of agent for service) CALCULATION OF REGISTRATION FEE
Title of Proposed maximum Proposed maximum securities Amount to be offering price aggregate Amount of to be registered per share offering registration registered (1) (1) price (1) fee Common Stock ($.75 par value) 150,000 Not Applicable Not Applicable $1,344.84 and the associated preferred stock purchase rights (1) Pursuant to Rule 457(h), the registration fee was computed on the basis of the market value of the Hillhaven Corporation common stock (and the associated preferred stock purchase rights) in accordance with Rule 457(c) on the basis of the average of the high and low prices per share of such stock on the New York Stock Exchange on February 6, 1995.
PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Documents by Reference The following documents which have been filed by The Hillhaven Corporation (the "Company") with the Securities and Exchange Commission (the "Commission") are incorporated by reference in this Registration Statement, as of their respective dates: (a) The Company's Annual Report on Form 10-K for the Fiscal Year ended May 31, 1994; (b) The Company's Quarterly Reports on 10-Q for the fiscal quarters ended August 31, 1994 and November 30, 1994; and (c) The description of the Company's Common Stock and the associated preferred stock purchase rights contained in the Company's Registration Statement (No. 33-48755) on Form S-1 filed with the Commission on June 19, 1992, as amended through the date hereof and the description of amendments to the preferred stock purchase rights contained in the Company's Forms 8-A/A filed with the Commission on January 20, 1995 and on February 13, 1995. The shares of Common Stock being registered hereby may be purchased by participants in the Company's Employee Monthly Stock Investment Plan in accordance with the terms of the plan. Any shares purchased pursuant to the plan will be currently outstanding and may be purchased in open market transactions, from a grantor trust created by the Company as of January 16, 1995, or otherwise. All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended subsequent to 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 in this Registration Statement and to be a part hereof from the respective dates of filing of such documents. Item 4. Description of Securities. Not required. Item 5. Interests of Named Experts None. Item 6. Indemnification of Directors and Officers The Nevada General Corporation Law requires the Company to indemnify officers and directors for any expenses incurred by any officer or director in connection with any actions or proceedings, whether civil, criminal, administrative, or investigative, brought against such officer or director because of his or her status as an officer or director, to the extent that the director or officer has been successful on the merits or otherwise in defense of the action or proceeding. The Nevada General Corporation Law permits a corporation to indemnify an officer or director, even in the absence of an agreement to do so, for expenses incurred in connection with any action or proceeding if such officer or director acted in good faith and in a manner in which he or she reasonably believed to be in or not opposed to the best interests of the corporation and such indemnification is authorized by the stockholders, by a quorum of disinterested directors, by independent legal counsel in a written opinion authorized by a majority vote of a quorum of directors consisting of disinterested directors or by independent legal counsel in written opinion of a quorum of disinterested directors cannot be obtained. The Company has entered into agreements to indemnify its directors and officers in addition to the indemnification provided for in the Bylaws. These agreements, among other things, indemnify the Company's directors and officers for certain expenses (including attorneys' fees), judgments, fines and settlement amounts incurred by such person in any action or proceeding, including any action by or in the right of the Company, on account of services as a director or officer of the Company or as a director or officer of any subsidiary of the Company, or as a director of any other company or enterprise that the person provides services to at the request of the Company. The Company believes that these provisions and agreements are necessary to attract and retain qualified persons as directors and officers. The Company has obtained, at its expense, liability insurance for its directors and officers. The insurance covers certain liabilities of the Company's directors and officers arising out of actions taken in their official capacities, subject to certain exclusions. The current coverage limits of the liability insurance are $10 million. Item 7. Exemption from Registration Claimed. None. Item 8. Exhibits See Exhibit Index. Item 9. Undertakings The Company hereby undertakes: (a) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement to include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement. (b) That, for the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment to this Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (c) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. (d) That, for purposes of determining any liability under the Securities Act of 1933, each filing of the Company's annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 that is incorporated by reference in this Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Company pursuant to the foregoing provisions, or otherwise, the Company has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Company of expenses incurred or paid by a director, officer or controlling person of the Company in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Company will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. 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 Tacoma, State of Washington, on February 13, 1995. THE HILLHAVEN CORPORATION By: /s/ Richard P. Adcock Richard P. Adcock Senior Vice President and Secretary POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears in this Registration Statement in any capacity hereby constitutes and appoints Bruce L. Busby, Chris Marker, Robert F. Pacquer and Richard P. Adcock, and each of them, his true and lawful attorney-in-fact and agent 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 the attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully and to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that the attorney-in-fact and agent, or his substitute, 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 and on the dates indicated. Signature Title Date /s/ Bruce L. Busby Chief Executive February 13, 1995 Bruce L. Busby Officer, Chairman of the Board and Director /s/ Chris Marker President and Director February 13, 1995 Chris Marker /s/ Maris Andersons Director February 13, 1995 Maris Andersons /s/ Walter F. Beran Director February 13, 1995 Walter F. Beran /s/ Peter de Wetter Director February 13, 1995 Peter de Wetter /s/ Dinah Jacobs Director February 13, 1995 Dinah Jacobs /s/ Robert F. Pacquer Senior Vice President February 13, 1995 Robert F. Pacquer and Chief Financial Officer /s/ Jack O. Vance Director February 13, 1995 Jack O. Vance /s/ Michael B. Weitz Vice President and February 13, 1995 Michael B. Weitz Principal Accounting Officer EXHIBIT INDEX Exhibit No. Description of Exhibit 4.1 Form of the Company's Common Stock Certificate (incorporated by reference to Exhibit 4.3 to the Company's Quarterly Report on Form 10-Q for the quarter ended November 30, 1989, as amended) 4.2 Amended Restated Articles of Incorporation of the Company (incorporated by reference to Exhibit J to Exhibit 2 to the Company's Quarterly Report on Form 10-Q for the quarter ended November 30, 1991, as amended 4.3 Amended and Restated Bylaws of the Company (incorporated by reference to Exhibit 3.02 to the Company's Annual report on Form 10-K for the fiscal year ended May 31, 1994 24.1 Consent of KPMG Peat Marwick LLP EX-24 2 AUDITORS' CONSENT LETTER EXHIBIT 24.1 INDEPENDENT AUDITORS' CONSENT The Board of Directors The Hillhaven Corporation: We consent to incorporation by reference in the Registration Statement on Form S-8 of The Hillhaven Corporation of our report dated July 8, 1994 relating to the consolidated balance sheets of The Hillhaven Corporation and subsidiaries as of May 31, 1994 and 1993, and the related consolidated statements of operations, cash flows and stockholders' equity for each of the years in the three-year period ended May 31, 1994, and all related schedules, which report appears in the May 31, 1994 Annual Report on Form 10-K of The Hillhaven Corporation. Our report refers to a change in the method of accounting for income taxes effective June 1, 1992. /s/ KPMG Peat Marwick LLP KPMG Peat Marwick LLP Seattle, Washington February 13, 1995 -----END PRIVACY-ENHANCED MESSAGE-----