-----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, R9dusUx4rwH/Fh1wNYzhW4pIAo4ZI8RbzyTsPi0W7oNlENxzQdjkk6Nms+fGaeJM 3c9Sm6sMCtJaWD76PsC1ew== 0001068800-99-000380.txt : 19990908 0001068800-99-000380.hdr.sgml : 19990908 ACCESSION NUMBER: 0001068800-99-000380 CONFORMED SUBMISSION TYPE: S-8 POS PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19990907 EFFECTIVENESS DATE: 19990907 FILER: COMPANY DATA: COMPANY CONFORMED NAME: REHABCARE GROUP INC CENTRAL INDEX KEY: 0000812191 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-HOSPITALS [8060] IRS NUMBER: 510265872 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 POS SEC ACT: SEC FILE NUMBER: 333-11311 FILM NUMBER: 99707204 BUSINESS ADDRESS: STREET 1: 7733 FORSYTH BLVD 17TH FLR STREET 2: SUITE 1700 CITY: ST LOUIS STATE: MO ZIP: 63105 BUSINESS PHONE: 3148637422 FORMER COMPANY: FORMER CONFORMED NAME: REHABCARE CORP DATE OF NAME CHANGE: 19940218 S-8 POS 1 REHABCARE GROUP, INC. AMENDMENT NO. 1 TO FORM S-8 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 7, 1999 REGISTRATION NO. 333-11311 ============================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 _____________________________________________ 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., 18TH FLOOR 51-0265872 (State or other jurisdiction of ST. LOUIS, MISSOURI 63105 (I.R.S. Employer incorporation or organization) (314) 863-7422 Identification No.) (Address of Principal Executive Offices)
REHABCARE GROUP, INC. AMENDED AND RESTATED 1996 LONG-TERM PERFORMANCE PLAN (Full title of the plan) JOHN R. FINKENKELLER SENIOR VICE PRESIDENT, CHIEF FINANCIAL OFFICER, TREASURER AND SECRETARY REHABCARE GROUP, INC. 7733 FORSYTH BLVD., 18TH FLOOR 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 MERCANTILE CENTER, SUITE 3400 ST. LOUIS, MISSOURI 63101 TELEPHONE: (314) 552-6000 FACSIMILE: (314) 552-7000 CALCULATION OF REGISTRATION FEE ==============================================================================================================================
TITLE OF AMOUNT TO BE PROPOSED PROPOSED MAXIMUM AMOUNT OF SECURITIES TO BE REGISTERED REGISTERED MAXIMUM OFFERING AGGREGATE OFFERING REGISTRATION FEE PRICE PER SHARE PRICE - ------------------------------------------------------------------------------------------------------------------------------ Common Stock, $.01 par value 1,000,000 $20.625 $20,625,000 $5,733.75 ============================================================================================================================== Includes one attached Preferred Stock Purchase Right per share. The Registrant previously paid $3,982.75 on September 3, 1996 in connection with the filing by Registrant of a Registration Statement on Form S-8 (File No. 333-11311) to register 700,000 (1,050,000 following a three-for-two stock split) shares of RehabCare Group, Inc. common stock to be issued pursuant to the RehabCare Group, Inc. 1996 Long-Term Performance Plan. This filing is solely to register 1,000,000 additional shares which may be issued pursuant to the RehabCare Group, Inc. Amended and Restated 1996 Long-Term Performance Plan. The proposed maximum aggregate offering price has been estimated solely for the purposes of computing the Registration Fee pursuant to the provisions of Rule 457(c) and is based upon a price of $20.625 per share, being the average of the high and low transaction prices of the Company's Common Stock per share as reported on the New York Stock Exchange on August 30, 1999.
============================================================================ REHABCARE GROUP, INC. AMENDED AND RESTATED 1996 LONG-TERM PERFORMANCE PLAN EXPLANATORY NOTE ---------------- This Amendment No. 1 to Registration Statement on Form S-8 is being filed by RehabCare Group, Inc., a Delaware corporation (the "Company"), in connection with the registration of an additional 1,000,000 shares of the Company's common stock, $.01 par value per share, to be issued pursuant to the RehabCare Group, Inc. Amended and Restated 1996 Long-Term Performance Plan. The contents of the Registration Statement on Form S-8 (File No. 333-11311), filed by the Company with the Securities and Exchange Commission on September 3, 1996, are incorporated herein by reference. Item 8. Exhibits. -------- See Exhibit Index located at page 4 hereof. 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 Amendment No. 1 to Registration Statement (File No. 333-11311) to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Clayton, State of Missouri, on September 1, 1999. REHABCARE GROUP, INC. By: /s/ John R. Finkenkeller ------------------------------------------------ John R. Finkenkeller, Senior Vice President, Chief Financial Officer and Secretary POWER OF ATTORNEY Each person whose signature appears below hereby constitutes and appoints Alan C. Henderson and John R. Finkenkeller and any of them (with full power to each of them to act alone) the true and lawful attorneys-in fact and agent of the undersigned, with full power of substitution and resubstitution, for and in the name, place and stead of the undersigned, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Amendment No. 1 to Registration Statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission (or any other government or regulatory authority), and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in- fact and agents, or any 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, the Registration Statement has been signed by the following persons in the capacities and on the date indicated.
Signature Title Date --------- ----- ---- /s/ Alan C. Henderson President, Chief Executive Officer September 1, 1999 - ------------------------------ and Director Alan C. Henderson (Principal Executive Officer) /s/ John R. Finkeller Senior Vice President, Chief Financial September 1, 1999 - ------------------------------ Officer and Secretary John R. Finkenkeller (Principal Financial and Accounting Officer) /s/ William G. Anderson Director September 1, 1999 - ------------------------------ William G. Anderson - 2 - /s/ Richard E. Ragsdale Director September 1, 1999 - ------------------------------ Richard E. Ragsdale /s/ John H. Short Director September 1, 1999 - ------------------------------ John H. Short, Ph.D. /s/ H. Edwin Trusheim Director September 1, 1999 - ------------------------------ H. Edwin Trusheim /s/ Theodore M. Wight Director September 1, 1999 - ------------------------------ Theodore M. Wight
- 3 - EXHIBIT INDEX ------------- Exhibit Number Description - ------ ----------- 4.1 RehabCare Group, Inc. Amended and Restated 1996 Long-Term Performance Plan, filed as Appendix A to the Company's definitive Proxy Statement for the 1999 Annual Meeting of Stockholders held April 30, 1999, and incorporated herein by reference. 5.1 Opinion of Thompson Coburn LLP, as to the legality of the securities being registered. 23.1 Consent of Thompson Coburn LLP (included in Exhibit 5.1). 23.2 Consent of KPMG LLP. 24 Power of Attorney (included on the signature pages to this Registration Statement). - 4 - EX-5.1 2 OPINION RE LEGALITY [EXHIBIT 5.1] [LETTERHEAD OF THOMPSON COBURN LLP] September 7, 1999 RehabCare Group, Inc. 7733 Forsyth Blvd., 18th Floor St. Louis, Missouri 63105 Re: Amendment No. 1 to Registration Statement on Form S-8 (Reg. No. 333-11311) -- 1,000,000 Shares of RehabCare Group, Inc. Common Stock, $.01 par value ------------------------------------------------------------------ Ladies and Gentlemen: With reference to the Amendment No. 1 (the "Amendment") to Registration Statement on Form S-8 (Reg. No. 333-11311) to be filed with the Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended, on September 7, 1999, by RehabCare Group, Inc., a Delaware corporation (the "Company"), pertaining to the proposed issuance by the Company of up to 1,000,000 shares of the Company's common stock, $.01 par value (the "Shares"), as provided in the RehabCare Group, Inc. Amended and Restated 1996 Long-Term Performance Plan (the "Plan"), we have examined such corporate records of the Company, such laws and such other information as we have deemed relevant, including the Company's Restated Certificate of Incorporation, as amended, By-Laws, and resolutions adopted by the Board of Directors relating to such issuance, certificates received from state officials and statements we have received from officers and representatives of the Company. In delivering this opinion, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to the originals of all documents submitted to us as certified, photostatic or conformed copies, the authenticity of originals of all such latter documents, and the correctness of statements submitted to us by officers and representatives of the Company. Based solely on the foregoing, we are of the opinion that: 1. The Company is duly incorporated and is validly existing under the laws of the State of Delaware; and 2. The Shares to be issued by the Company pursuant to the Amendment have been duly authorized and, when issued by the Company in accordance with the Plan, will be duly and validly issued and will be fully paid and nonassessable. We consent to the filing of this opinion as an exhibit to the Amendment. We further consent to the filing of copies of this opinion with agencies of such states and other jurisdictions as you deem necessary in the course of complying with the laws of the states and jurisdictions regarding the sale and issuance of the Shares in accordance with the Amendment. Very truly yours, /s/ Thompson Coburn LLP EX-23.2 3 CONSENT OF EXPERT [EXHIBIT 23.2] INDEPENDENT AUDITORS' CONSENT The Board of Directors RehabCare Group, Inc.: We consent to the incorporation by reference in this Amendment No. 1 to Registration Statement No. 333-11311 of RehabCare Group, Inc. (the "Company") on Form S-8 of our report dated February 5, 1999, appearing in the Annual Report on Form 10-K of RehabCare Group, Inc. for the year ended December 31, 1998. /s/ KPMG LLP St. Louis, Missouri September 1, 1999 -----END PRIVACY-ENHANCED MESSAGE-----