S-8 POS 1 seight102704post99plan.txt AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON October 27, 2004 Registration No. 333-86679 SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 --------------------------------------------- POST EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 --------------------------------------------- REHABCARE GROUP, INC. (Exact name of registrant as specified in its charter) DELAWARE 7733 Forsyth Blvd., 23rd Floor 51-0265872 (State or other St. Louis, Missouri 63105 (I.R.S. Employer jurisdiction of (314) 863-7422 Identification No.) incorporation or organization) (Address of Principal Executive Offices) REHABCARE GROUP, INC. 1999 NON-EMPLOYEE DIRECTOR STOCK PLAN (Full title of the plan) VINCENT L. GERMANESE Senior Vice President, Chief Financial Officer and Secretary RehabCare Group, Inc. 7733 Forsyth Blvd., Suite 1700 St. Louis, Missouri 63105 (314) 863-7422 (Name, address and telephone number, including area code, of agent for service) Copy to: ROBERT M. LAROSE, ESQ. Thompson Coburn LLP One US Bank Plaza, Suite 3500 St. Louis, Missouri 63101 Telephone: (314) 552-6000 Facsimile: (314) 552-7000 EXPLANATORY NOTE ---------------- RehabCare Group, Inc., a Delaware corporation (the "Company"), registered 100,000 shares of its common stock, $.01 par value (200,000 following a two-for-one stock split), and related Preferred Stock Purchase Rights on Form S-8 (file no. 333-86679), filed with the Securities and Exchange Commission on September 7, 1999, for issuance under its 1999 Non-Employee Director Stock Plan (the "1999 Plan"). On May 4, 2004, the 1999 Plan was merged with and into the Company's 1996 Long-Term Performance Plan pursuant to the approval of the Second Amended and Restated 1996 Long-Term Performance Plan (the "1996 Plan") by the Company's shareholders. By virtue of the merger, the shares of stock registered pursuant to this registration statement and reserved for issuance under the 1999 Plan have been transferred to, and are now reserved for issuance under, the 1996 Plan and will be registered on a separate Form S-8 under the 1996 Plan. Therefore, the Company removes from registration all shares of common stock and related preferred share purchase rights registered under this registration statement and not issued pursuant to the 1999 Plan. -2- SIGNATURES The Registrant. 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 Clayton, State of Missouri, on October 26, 2004. REHABCARE GROUP, INC. By /s/ Vincent L. Germanese ------------------------------------------- Vincent L. Germanese, Senior Vice President, Chief Financial Officer and Secretary POWER OF ATTORNEY Each person whose signature appears below hereby constitutes and appoints John H. Short, Ph.D. and Vincent L. Germanese, and each of them (with full power to each of them to act alone), his true and lawful attorneys-in-fact and agents for him and on his behalf 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 exhibits and any and all other documents filed with respect thereto, with the Securities and Exchange Commission (or any other governmental or regulatory authority), granting unto said attorneys, and each of them, full power and authority to do and to perform each and every act and thing requisite and necessary to be done in and about the premises in order to effectuate the same as fully to all intents and purposes as he himself might or could do if personally present, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, 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 date indicated.
Signature Title Date --------- ----- ---- /s/ John H. Short ------------------------ President, Chief Executive October 26, 2004 John H. Short, Ph.D. Officer and Director Principal Executive Officer /s/ Vincent L. Germanese ------------------------ Senior Vice President, October 26, 2004 Vincent L. Germanese Chief Financial Officer Principal Financial Officer and Secretary /s/ Mark A. Bogovich ------------------------ Vice President, October 26, 2004 Mark A. Bogovich Chief Accounting Officer Principal Accounting Officer -3- /s/ H. Edwin Trusheim ------------------------ H. Edwin Trusheim Chairman of the Board October 26, 2004 of Directors /s/ William G. Anderson ------------------------ Director October 26, 2004 William G. Anderson /s/ Colleen Conway-Welch ------------------------ Director October 26, 2004 Colleen Conway-Welch, Ph.D., R.N. /s/ C. Ray Holman ------------------------ Director October 26, 2004 C. Ray Holman /s/ Theodore M. Wight ------------------------ Director October 26, 2004 Theodore M. Wight /s/ Joseph R. Swedish ------------------------ Director October 26, 2004 Joseph R. Swedish
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