-----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, T3OJune92gYKqk9OEqlL4UCmUscY+n9Ek0cuJA5FO8J+OelkITbWhMOtDiFGvrl0 6XB+ukSq2ovGK0ty1j9/qw== 0000897069-03-000993.txt : 20030903 0000897069-03-000993.hdr.sgml : 20030903 20030903164835 ACCESSION NUMBER: 0000897069-03-000993 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20030903 EFFECTIVENESS DATE: 20030903 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HANGER ORTHOPEDIC GROUP INC CENTRAL INDEX KEY: 0000722723 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-SPECIALTY OUTPATIENT FACILITIES, NEC [8093] IRS NUMBER: 840904275 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-108470 FILM NUMBER: 03879550 BUSINESS ADDRESS: STREET 1: TWO BETHESDA METRO CENTER STREET 2: SUITE 1300 CITY: BETHESDA STATE: MD ZIP: 20814 BUSINESS PHONE: 3019860701 MAIL ADDRESS: STREET 1: TWO BETHESDA METRO CENTER STREET 2: SUITE 1300 CITY: BETHESDA STATE: MD ZIP: 20814 FORMER COMPANY: FORMER CONFORMED NAME: SEQUEL CORP DATE OF NAME CHANGE: 19890814 FORMER COMPANY: FORMER CONFORMED NAME: CELLTECH COMMUNICATIONS INC DATE OF NAME CHANGE: 19860304 S-8 1 cmw129.txt REGISTRATION STATEMENT As filed with the Securities and Exchange Commission on September 3, 2003 Registration No. 333-__________ - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT Under The Securities Act of 1933 Hanger Orthopedic Group, Inc. ------------------------------------------------------ (Exact name of registrant as specified in its charter) Delaware 84-0904275 ------------------------------- ---------------------------- (State or other jurisdiction of (IRS Employer Identification incorporation or organization) Number) Two Bethesda Metro Center-Suite 1200, Bethesda, Maryland 20814 -------------------------------------------------------------- (Address of Principal Executive Offices including Zip Code) Hanger Orthopedic Group, Inc. 2003 Non-Employee Directors' Stock Incentive Plan (Full title of plan) Ivan R. Sabel Chairman of the Board and Chief Executive Officer Hanger Orthopedic Group, Inc. Two Bethesda Metro Center - Suite 1200 Bethesda, Maryland 20814 (301)986-0701 --------------------------------------------------------- (Name, address and telephone number of agent for service) Copies to: Arthur H. Bill, Esq. Foley & Lardner 3000 K Street, N.W. (Suite 500) Washington, D.C. 20007 CALCULATION OF REGISTRATION FEE
Title of Amount Proposed Maximum Securities to be Proposed Maximum Aggregate Amount of to be Registered Offering Price Offering Price Registration Registered (1) Per Share (2) (2) Fee - ---------------------------------------------------------------------------------------------------------------------- Common Stock, $.01 par value 500,000 shares (3) $13.39 $6,695,000 $541.63 - ----------------------------------------------------------------------------------------------------------------------
(1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this registration statement also covers an indeterminate amount of interests to be offered or sold pursuant to the plan described herein. (2) The amounts are based upon the average of the high and low sale prices for the Common Stock as reported on the New York Stock Exchange on August 28, 2003 and are used solely for the purpose of calculating the registration fee pursuant to paragraphs (c) and (h)(1) of Rule 457 under the Securities Act of 1933. (3) Consists of shares issuable under the Registrant's 2003 Non-Employee Directors' Stock Incentive Plan. PART I - INFORMATION REQUIRED IN PROSPECTUS The information called for in Part I of Form S-8 is not being filed with or included in this Form S-8 (by incorporation by reference or otherwise) in accordance with the rules and regulations of the Securities and Exchange Commission (the "SEC"). PART II - INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Documents by Reference. The following documents previously filed by Hanger Orthopedic Group, Inc. (the "Company") (SEC File No. 1-10670) with the SEC pursuant to the Securities Exchange Act of 1934 (the "Exchange Act") are incorporated in this Registration Statement by reference and deemed to be a part hereof: 1. The Company's Annual Report on Form 10-K for the year ended December 31, 2002; 2. The Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2003; 3. The Company's Proxy Statement, dated April 30, 2003; 4. The Company's Current Report on Form 8-K, dated and filed May 1, 2003; and 5. The description of the Company's Common Stock, par value $.01 per share (the "Common Stock"), contained in the Company's Registration Statement on Form 8-A, as filed on December 14, 1990 under Section 12(b) of the Exchange Act. In addition, all documents filed by the Company pursuant to Sections 13(a), 13(c), 14 and 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 such securities then remaining unsold, shall be deemed to be incorporated in this Registration Statement by reference and to be a part hereof from the date of filing of such documents; provided, however, that the documents enumerated above or subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act in each year during which the offering made by this Registration Statement is in effect prior to the filing with the SEC of the Company's Annual Report on Form 10-K covering such year shall not be deemed incorporated by reference in this Registration Statement and shall not be a part hereof from and after the filing of such Annual Report on Form 10-K. Any statement contained 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 herein or in any subsequently filed document which also is or 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. 2 The Company hereby undertakes to provide without charge to each person who has received a copy of the prospectus to which this Registration Statement relates, upon the written or oral request of any such person, a copy of any or all the documents that have been or may be incorporated by reference into this Registration Statement, other than exhibits to such documents (unless such exhibits are incorporated therein by reference). Item 4. Description of Securities. Not Applicable. Item 5. Interests of Named Experts and Counsel. Not Applicable. Item 6. Indemnification of Directors and Officers. The Company is permitted by Delaware law and required by its Certificate of Incorporation and its By-laws to indemnify any director or officer or former director of officer against all expenses and liabilities reasonably incurred by him or her in connection with any legal action in which such person is involved by reason of his or her position with the Company unless he or she is adjudged liable for negligence or misconduct in the performance of his or her duties as a director or officer. If any such action is settled, the Company will provide indemnification only if the Board of Directors approves such settlement after receiving an opinion of counsel for the Company that settlement is in the Company's best interest. Item 7. Exemption from Registration Claimed. Not Applicable. Item 8. Exhibits. Exhibit Number Description - ------- ----------- 4(a) 2003 Non-Employee Directors' Stock Incentive Plan. (Filed herewith.) 5 Legal opinion, dated September 3, 2003, of Foley & Lardner, counsel to the Company, as to the legality of shares offered. (Filed herewith.) 23(a) Consent of PricewaterhouseCoopers LLP. (Filed herewith.) 23(b) Consent of Foley & Lardner. (Included in Exhibit 5 hereto). 24 Power of Attorney. (Included on signature page of this Registration Statement.) Item 9. Undertakings. 1. The Company hereby undertakes: 3 (a) To file, during any period in which offers or sales are being made, a post- effective amendment to this Registration Statement: (i) To include any prospectus required by Section 10(a)(3) of the Securities Act; (ii) To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually, or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement; (iii) 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; Provided, however, that paragraphs (a)(i) and (a)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the Company pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the Registration Statement. (b) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment 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. 2. The Company hereby undertakes that, for the purpose of determining any liability under the Securities Act, each filing of the Company's annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act that it incorporated by reference in the 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. 3. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors and officers of the Company pursuant to the foregoing provisions, or otherwise, the Company has been informed that in the opinion of the SEC 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 governed by the final adjudication of such issue. 4 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 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 Bethesda, State of Maryland, on this 28th day of August, 2003. HANGER ORTHOPEDIC GROUP, INC. By: /s/ Ivan R. Sabel ---------------------------------------- Ivan R. Sabel Chairman of the Board and Chief Executive Officer POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints IVAN R. SABEL and/or THOMAS F. KIRK as his or her true and lawful attorneys-in-fact and agents, each acting alone, with full powers of substitution, 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 exhibits thereto, and other documents in connection therewith, with the SEC, granting unto said attorneys-in-fact and agents, each acting alone, full power and authority to do and perform to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, each acting alone, or his substitute or substitutes, may lawfully do or cause to be done by virtue thereof. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement or amendment thereto has been signed below by the following persons in the capacities and on the dates indicated: 5
Signature Title Date - --------- ----- ---- Chairman of the Board, Chief /s/ Ivan R. Sabel Executive Officer and Director - ------------------------------------ (Principal Executive Officer) August 28, 2003 Ivan R. Sabel /s/ Thomas F. Kirk President, Chief Operating Officer August 28, 2003 - ------------------------------------ and Director Thomas F. Kirk /s/ George E. McHenry Executive Vice President and Chief - ------------------------------------ Financial Officer (Principal August 28, 2003 George E. McHenry Financial Officer) /s/ Glenn M. Lohrmann Vice President, Controller August 28, 2003 - ------------------------------------ (Principal Glenn M. Lohrmann Accounting Officer) and Secretary /s/ Mitchell J. Blutt - ------------------------------------ Director August 28, 2003 Mitchell J. Blutt, M.D. /s/ Edmond E. Charrette - ------------------------------------ Director August 19, 2003 Edmond E. Charrette, M.D. /s/ Thomas P. Cooper - ------------------------------------ Director August 19, 2003 Thomas P. Cooper, M.D. /s/ Eric Green - ------------------------------------ Director August 28, 2003 Eric Green /s/ C. Raymond Larkin, Jr. - ------------------------------------ Director August 28, 2003 C. Raymond Larkin, Jr. Risa J. Lavizzo-Mourey - ------------------------------------ Director August 19, 2003 Risa J. Lavizzo-Mourey, M.D. - ------------------------------------ Director H.E. Thranhardt
6 EXHIBIT INDEX Item 8. Exhibits. Exhibit Number Description - ------- ----------- 4(a) 2003 Non-Employee Directors' Stock Incentive Plan . (Filed herewith.) 5 Legal opinion, dated September 3, 2003, of Foley & Lardner, counsel to the Company, as to the legality of shares offered. (Filed herewith.) 23(a) Consent of PricewaterhouseCoopers LLP (Filed herewith.) 23(b) Consent of Foley & Lardner. (Included in Exhibit 5 hereto.) 24 Power of Attorney. (Included on signature page of this Registration Statement.) 7 EX-4.(A) 3 cmw129a.txt STOCK INCENTIVE PLAN EXHIBIT 4(a) ------------ HANGER ORTHOPEDIC GROUP, INC. 2003 NON-EMPLOYEE DIRECTORS' STOCK INCENTIVE PLAN (As amended by the Board of Directors on June 4, 2003) 1. Purpose ------- The purpose of this 2003 Non-Employee Directors' Stock Incentive Plan (the "Plan") of Hanger Orthopedic Group, Inc. (the "Company") is to increase the ownership interest in the Company of non-employee directors whose services are considered essential to the Company's continued progress and to provide a further incentive to serve as a director of the Company. 2. Administration -------------- The Plan shall be administered by the Compensation Committee of the Board of Directors of the Company (the "Committee"). Subject to the provisions of the Plan, the Committee shall be authorized to interpret the Plan, to establish, amend, and rescind any rules and regulations relating to the Plan, and to make all other determinations necessary or advisable for the administration of the Plan; provided, however, that the Committee shall have no discretion with respect to the selection of directors to receive options or awards of restricted shares under the Plan, the number of shares of stock subject to any such options or awards of restricted shares under the Plan, or the exercise price of such options, or the time or times at which options may be granted or exercised, or the time or times at which restricted shares may be granted, and provided further that the Committee shall not have the authority to alter or amend the Plan or to take any action or make any determination that would materially increase the benefits accruing to participants under the Plan. The determination of the Committee in the administration of the Plan, as described herein, shall be final and conclusive and binding upon all persons including, without limitation, the Company, its stockholders and persons granted options and restricted shares under the Plan. 3. Participation in the Plan ------------------------- Directors of the Company who are not employees of the Company or any affiliate of the Company shall be eligible to participate in the Plan ("Eligible Directors"). 4. Shares Subject to the Plan -------------------------- Subject to adjustment as provided in Section 9, an aggregate of 500,000 shares of Company common stock, par value $.01 per share (the "Stock"), shall be available for issuance upon the exercise of options granted under the Plan and the award of restricted shares under the Plan. The shares of Stock deliverable upon the exercise of options and the award of restricted shares may be made available from authorized but unissued shares or shares reacquired by the Company, including shares purchased in the open market or in private transactions. If any option granted under the Plan shall expire or terminate for any reason without having been exercised in full, the shares subject to, but not delivered under, such option may again become available for the grant of other options under the Plan. Except in the case of the death or disability of an Eligible Director or a change in control of the Company, if any Eligible Director who has been awarded any restricted shares shall cease being an Eligible Director prior to the date on which the restricted shares shall have vested, then such unvested shares shall be cancelled and forfeited by that recipient director, in which case such shares shall once again become available under the Plan for issuance upon the exercise of options granted under the Plan and the award of restricted shares under the Plan. No shares deliverable to the Company in full or partial payment of the purchase price payable pursuant to paragraph (f) of Section 6 shall become available for the grant of other options under the Plan. 5. Non-Statutory Stock Options --------------------------- All options granted under the Plan shall be non-statutory options not intended to qualify under Section 422A of the Internal Revenue Code of 1986, as amended. 6. Terms, Conditions and Form of Annual Options -------------------------------------------- Except as otherwise provided under this Plan, each annual option granted under this Plan shall be evidenced by a written agreement in such form as the Committee shall from time to time approve, which agreements shall comply with and be subject to the following terms and conditions: (a) Annual Option Grant Dates. Options to purchase 5,000 shares of Stock (as adjusted pursuant to Section 9) shall be granted automatically on an annual basis to each Eligible Director as of the third business day following the date of each Annual Meeting of Stockholders of the Company at which the Eligible Director is elected. (b) Purchase Price. The purchase price per share of Stock for which each option is exercisable shall be 100% of the fair market value per share of Stock on the date the option is granted, which shall be the closing per-share price of the Stock as reported on the New York Stock Exchange. (c) Exercisability and Term of Options. Each option granted under the Plan shall vest and become exercisable as to one-third of the shares of Common Stock underlying the option at the end of each of the first three years following the date of grant. Each option granted under the Plan shall expire ten years from the date of the grant, and shall be subject to earlier termination as hereinafter provided. (d) Termination of Service. In the event of the termination of service on the Board by the holder of any option, other than by reason of total and permanent disability or death as set forth in paragraph (e) hereof, the then outstanding options of such holder shall expire ninety (90) days after such termination. (e) Disability or Death. In the event of termination of service by reason of the total and permanent disability of the holder of any option, each of the then outstanding options of such holder will immediately mature in full and the holder may exercise all or any portion of such option at any time within one year after such total and permanent disability, but in no event after the expiration date of the term of the option. In the event of the death of the holder of any option, each of the then outstanding options of such holder will immediately mature in full and become exercisable by the holder's legal representative at any time within a period of one year after death, but in no event after the expiration date of the term of the option. (f) Payment. Options may be exercised only upon payment to the Company in full of the purchase price of the shares to be delivered. Such payment shall be made in cash or in Stock, or in a combination of cash and Stock. The sum of the cash and the fair market value of such Stock shall be at least equal to the aggregate purchase price of the shares to be delivered. 7. Terms and Conditions of Annual Restricted Stock Issuances --------------------------------------------------------- Except as provided in this Plan, each annual issuance of restricted shares of Stock granted under this Plan 2 shall be subject to the following terms and conditions: (a) Restricted Stock Grant Dates. The amount of 1,000 shares of Stock (as adjusted pursuant to Section 9) shall be granted automatically on an annual basis to each Eligible Director as of the third business day following the date of each Annual Meeting of Stockholders of the Company at which the Eligible Director is elected. (b) Restrictions. Each share of Stock issued under this Plan shall be restricted as a result of being subject to a one year vesting period, and shall be subject to forfeiture and cancellation in the event of early termination of such vesting period as hereinafter provided. (c) Termination of Service. In the event of the termination of service on the Board by the holder of any unvested shares of Stock, other than by reason of total and permanent disability or death as set forth in paragraph (d) hereof, the then unvested shares of Stock shall be forfeited and cancelled unless such unvested shares of Stock vest on or before the date which is ninety (90) days after such termination. (d) Disability or Death. In the event of termination of service by reason of the total and permanent disability of the holder of any unvested shares of Stock, each of the then unvested shares of Stock of such holder will immediately vest in full as of the date of such total and permanent disability of the holder. In the event of the death of the holder of any unvested shares of Stock, each of the then unvested shares of Stock will immediately vest in full as of the date of death of such holder. 8. Terms and Conditions of Options and Restricted Stock Being Issued in Lieu ------------------------------------------------------------------------- of Annual Director Fees. ------------------------ So long as the Company pays an annual fee to Eligible Directors, then each Eligible Director may elect to receive all of his or her annual director fee from the Company in the form of shares of Stock, subject to the following terms and conditions: (a) Restricted Stock in Lieu of Annual Director Fee. Except as otherwise provided in this Plan, each Eligible Director may elect to receive all of his or her annual director fee from the Company in the form of shares of Stock to be issued to such director in the number of whole shares of Stock which is equal to (i) the amount of such annual director fee divided by (ii) the closing sale price per share of the Stock as reported by the New York Stock Exchange on the third business day following the date of each Annual Meeting of Stockholders at which the Eligible Director is elected. The shares of Stock received by such Eligible Director in lieu of his or her annual director fee will be subject to the provisions of Section 7 (b), (c) and (d) of this Plan. (b) Additional Stock Option. In the event an Eligible Director elects to receive his or her annual director fee in shares of Stock under this Plan, then such eligible Director shall also receive an additional option to purchase shares of Stock under this Plan in an amount equal to one-half of the number shares of Stock that such Eligible Director received in lieu of his or her annual director fee under Section 8(a). The date of grant of such additional option shall be the third business day following the date of each Annual Meeting of Stockholders at which the eligible director is elected and all other terms and provisions of such additional option shall be the same as under the provisions of Section 6 (b), (c) and (d) of this Plan. 9. Adjustment upon Changes in Stock -------------------------------- If there shall be any change in the Stock subject to the Plan or to any option granted thereunder 3 through a merger, consolidation, reorganization, recapitalization, stock dividend, stock split, exchange of stock or other change in the corporate structure, appropriate adjustments shall be made in the aggregate number and kind of shares or other securities or property subject to the Plan, and the number and kind of shares or other securities or property subject to outstanding and to subsequent option grants and in the purchase price of outstanding options to reflect such changes. 10. Merger, Consolidation or Liquidation ------------------------------------ At least 30 days prior written notice of a merger, consolidation or liquidation of the Company shall be given by the Company to each option holder and each holder of restricted Stock issued under this Plan, in which case vesting shall accelerate and all outstanding options shall become fully exercisable and all unvested shares of Stock shall become fully vested. Upon the occurrence of a merger, consolidation or liquidation of the Company, this Plan and all options then outstanding hereunder shall automatically terminate unless the surviving or acquiring corporation shall assume the outstanding options or substitute new options for them. 11. Assignment and Transfer ----------------------- Each option and all rights thereunder shall be non-assignable and non-transferable other than by will or the laws of descent and distribution and shall be exercisable during the holder's lifetime only by the holder or the holder's guardian or legal representative. Each unvested share of Stock issued under this Plan shall be non-assignable and non-transferable other than by will or the laws of descent and distribution and may not be sold, pledged, hypothecated, assigned or transferred until only after each such share of Stock has vested pursuant to the terms of this Plan. 12. Limitation of Rights -------------------- (a) No Right to Continue as a Director. Neither this Plan, nor the granting of an option, nor the issuance of any shares of Stock nor any other action taken pursuant to this Plan, shall constitute or be evidence of any agreement or understanding, express or implied, that the director has a right to continue as a director for any period of time, or at any particular rate of compensation. (b) No Stockholder's Rights for Options or Unvested Shares. An optionee shall have no rights as a stockholder with respect to the shares covered by options granted hereunder until the date of the issuance of a stock certificate therefor, and no adjustment will be made for dividends or other rights for which the record date is prior to the date such certificate is issued. The holder of unvested shares of Stock shall have no rights as a stockholder with respect to such unvested shares granted hereunder until the date such shares become vested in the holder, and no adjustment will be made for dividends or other rights for which the record date is prior to the date of the vesting of such shares of Stock. 13. Effective Date and Duration of Plan ----------------------------------- This Plan shall become effective immediately following approval by the stockholders at the 2003 Annual Meeting of Stockholders. The period during which grants of options and restricted shares of Stock shall be made under this Plan shall terminate on the fourth business day following the 2013 Annual Meeting of Stockholders (unless this Plan is extended or terminated at an earlier date) but such termination shall not affect the terms of any then outstanding options. 4 14. Amendment, Suspension or Termination of the Plan ------------------------------------------------ The Board of Directors may suspend or terminate this Plan or revise or amend it in any respect whatsoever; provided, however, that without approval of the stockholders, no revision or amendment shall change the selection or eligibility of directors to receive options and/or restricted shares of Stock under this Plan, the number of shares of Stock subject to any such options, grants of restricted shares or the Plan itself, the exercise price of any option, the vesting period of any option or grant of restricted shares or materially increase the benefits accruing to participants under this Plan; and further provided that the Plan provisions relating to the amount, price and timing of option awards and grants of restricted shares shall not be amended more than once every six months, other than to comport with changes under the Internal Revenue Code, the Employee Retirement Income Security Act or the rules thereunder. 15. Fractional Shares ----------------- No fractional shares of Stock shall be issued pursuant to grants of options or restricted shares of Stock hereunder, but in lieu thereof, the cash value of such fraction shall be paid. 5 EX-5 4 cmw129b.txt OPINION LETTER EXHIBIT 5 --------- September 3, 2003 Securities and Exchange Commission 450 Fifth Street, N.W. Washington, D.C. 20549 Re: Hanger Orthopedic Group, Inc. Registration Statement on Form S-8 ---------------------------------- Gentlemen: We are counsel to Hanger Orthopedic Group, Inc. (the "Company") and have represented the Company in connection with the Registration Statement on From S-8 being filed today with the Commission (together with all exhibits thereto, the "Registration Statement"). The Registration Statement relates to an offering by the Company of up to a total of 500,000 shares of the Company's common stock, par value $.01 per share (the "Shares"), which are issuable upon the exercise of options to be granted under the Company's 2003 Non-Employee Directors' Stock Incentive Plan (the "Plan"). This opinion is being delivered to the Commission as Exhibit 5 to the Registration Statement. We have examined (1) the Certificate of Incorporation of the Company, and all amendments thereto, as certified by the Secretary of State of the State of Delaware, (2) the By-Laws of the Company, as certified by the Secretary of the Company as being those currently in effect, (3) the Registration Statement, (4) the Plan and (5) such other corporate records, certificates, documents and other instruments as in our opinion are necessary or appropriate in connection with expressing the opinions set forth below. Based upon the foregoing, it is our opinion that: 1. The Company is a corporation duly organized and existing under the laws of the State of Delaware. 2. When the following events shall have occurred: (a) the Registration Statement is filed, at which time it will become effective under the Securities Act of 1933, pursuant to General Instruction D to Form S-8, and (b) the Shares shall have been paid for and issued in accordance with the terms of the Plan as provided in the Registration Statement, the Shares thus sold will be legally issued, fully paid and non-assessable. This firm hereby consents to the reference to it in the Registration Statement and the filing of this opinion as Exhibit 5 thereto. Sincerely, Foley & Lardner EX-23.(A) 5 cmw129c.txt CONSENT OF INDEPENDENT AUDITORS EXHIBIT 23(a) ------------- CONSENT OF INDEPENDENT AUDITORS We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated February 27, 2003, relating to the consolidated financial statements and financial statement schedule of Hanger Orthopedic Group, Inc., which appears in Hanger Orthopedic Group, Inc.'s Annual Report on Form 10-K for the year ended December 31, 2002. PricewaterhouseCoopers LLP McLean, Virginia September 2, 2003 -----END PRIVACY-ENHANCED MESSAGE-----