-----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, GAQa4G3wsyqB9DtAFznbH6XPPWoiu5P1eYENgL/u0jNNoXPedIuvDJnSXfVGWjTi wWgBET44BfdJuyrUGGaViA== 0000950116-02-002451.txt : 20021104 0000950116-02-002451.hdr.sgml : 20021104 20021104165326 ACCESSION NUMBER: 0000950116-02-002451 CONFORMED SUBMISSION TYPE: POS EX PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20021104 EFFECTIVENESS DATE: 20021104 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GENESIS HEALTH VENTURES INC /PA CENTRAL INDEX KEY: 0000874265 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-SKILLED NURSING CARE FACILITIES [8051] IRS NUMBER: 061132947 STATE OF INCORPORATION: PA FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: POS EX SEC ACT: 1933 Act SEC FILE NUMBER: 333-98941 FILM NUMBER: 02808659 BUSINESS ADDRESS: STREET 1: 101 EAST STATE STREET CITY: KENNETT SQUARE STATE: PA ZIP: 19348 BUSINESS PHONE: 6104446350 MAIL ADDRESS: STREET 1: 101 EAST STATE STREET CITY: KENNETT SQUARE STATE: PA ZIP: 19348 POS EX 1 posex.txt POS EX As filed with the Securities and Exchange Commission on November 4, 2002 Registration No. 333-98941 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Genesis Health Ventures, Inc. ----------------------------- (Exact name of registrant as specified in its charter)
Pennsylvania 8051 06-1132947 ------------------------------- ---------------------------- ------------------------------------ (State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer Identification No.) incorporation or organization) Classification Code Number)
Genesis Health Ventures, Inc. 101 East State Street Kennett Square, PA 19348 (610) 444-6350 --------------------------------------------------------------------------- (Address, including ZIP code, and telephone number, including area code, of registrant's principal executive offices) George V. Hager, Jr. Executive Vice President and Chief Financial Officer Genesis Health Ventures, Inc. 101 East State Street Kennett Square, PA 19348 (610) 444-6350 --------------------------------------------------------- (Name, address, including ZIP code, and telephone number, including area code, of agent for service)
COPIES TO: Richard J. McMahon, Esquire Mark Gordon, Esquire Megan L. Mehalko, Esquire Blank Rome Comisky & McCauley LLP Wachtell, Lipton, Rosen & Katz Benesch, Friedlander, Coplan & Aronoff LLP One Logan Square 51 West 52nd Street 2300 BP Tower - 200 Public Square Philadelphia, PA 19103 New York, NY 10019 Cleveland, OH 44114 215-569-5500 212-403-1000 216-363-4500
Approximate date of commencement of proposed sale of the securities to the public: as soon as practicable. If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. [ ] If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act of 1933, as amended (the "Securities Act"), check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ] If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [X] 333-98941 EXPLANATORY NOTE This Post Effective Amendment No. 1 to Form S-4 Registration Statement is being filed solely to file the form of NCS proxy cards as an exhibit to Registration Statement on Form S-4 (Registration No. 333-98941) in accordance with Rule 462(d) under the Securities Act of 1933, as amended. PART II INFORMATION NOT REQUIRED IN PROSPECTUS Item 21. Exhibits and Financial Statement Schedules (a) Exhibits
Regulation S-K Exhibit Numbers Description - --------------- ----------- 2.1(7) Agreement and Plan of Merger, dated as of July 28, 2002, by and among Genesis Health Ventures, Inc., Geneva Sub, Inc. and NCS HealthCare, Inc. 4.1(4) Amended and Restated Articles of Incorporation of Genesis Health Ventures, Inc. 4.2(5) Amended and Restated Bylaws, as amended, of Genesis Health Ventures, Inc. 4.3(1) Specimen of Common Stock Certificate of Genesis Health Ventures, Inc. 4.4(2) Specimen of First Mortgage Bonds (Series A), due 2007, for Genesis Health Ventures, Inc. 4.5(3) Indenture of Mortgage and Deed of Trust, dated as of September 1, 1992, by and among Genesis Health Ventures, Inc., Delaware Trust Company and Richard N. Smith. 4.6(4) Form of Warrant, included in the Warrant Agreement by and between Genesis Health Ventures, Inc. and Mellon Investor Services, LLC, as Warrant Agent, dated as of October 2, 2001. 4.7(4) Certificate of Designation of the Series A Convertible Preferred Stock of Genesis Health Ventures, Inc. (included in Exhibit 4.1). 4.8(4) Indenture for Second Priority Secured Notes due 2007, dated as of October 2, 2001, by and among Genesis, as Issuer, the Guarantors, and the Bank of New York, as Trustee. 5.1(7) Opinion of Blank Rome Comisky & McCauley LLP. 10.1(6) Voting Agreement, dated as of July 28, 2002, by and among Jon H. Outcalt, NCS HealthCare, Inc. and Genesis Health Ventures, Inc. 10.2(6) Voting Agreement, dated as of July 28, 2002, by and among Kevin B. Shaw, NCS HealthCare, Inc. and Genesis Health Ventures, Inc. 23.1(7) Consent of KPMG LLP.
II-1
Regulation S-K Exhibit Numbers Description - --------------- ----------- 23.2(7) Consent of Ernst & Young LLP. 23.3(7) Consent of Blank Rome Comisky & McCauley LLP (included in Exhibit 5.1). 24.1(7) Power of Attorney. 99.1 Form of NCS Proxy Cards. - ---------------------------- (1) Incorporated by reference to Genesis' Form 8-A filed on October 2, 2001. (2) Incorporated by reference to Genesis' Registration Statement on Form S-1, dated September 4, 1992 (as amended) (Registration No. 33-51670). (3) Incorporated by reference to Genesis' Annual Report on Form 10-K for the fiscal year ended September 30, 1992. (4) Incorporated by reference to Genesis' Annual Report on Form 10-K for the fiscal year ended September 30, 2001. (5) Incorporated by reference to Genesis' Quarterly Report on Form 10-Q for the quarter ended December 31, 2001. (6) Incorporated by reference to Genesis' Current Report on Form 8-K dated July 29, 2002. (7) Previously filed.
(b) Financial Statement Schedules None. (c) Report, Opinion or Appraisal Exhibits None. II-2 SIGNATURES AND POWER OF ATTORNEY Pursuant to the requirements of the Securities Act, the registrant 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 date indicated. Genesis Health Ventures, Inc.
Date: November 4, 2002 By: /s/ George V. Hager, Jr. ------------------------------------------------ George V. Hager, Jr. Executive Vice President and Chief Financial Officer Pursuant to the requirements of the Securities Act, this registration statement has been signed below by the following persons in the capacities and on the dates indicated: Signatures Title Date - ----------------------------------------- ----------------------------------------------- ------------------ * Director and Interim Chief Executive November 4, 2002 - ----------------------------------------- Officer (Principal Executive Officer) Robert H. Fish /s/ George V. Hager, Jr. Executive Vice President and Chief November 4, 2002 - ----------------------------------------- Financial Officer (Principal Financial Officer George V. Hager, Jr. and Principal Accounting Officer) * Director November 4, 2002 - ----------------------------------------- James H. Bloem * Director November 4, 2002 - ----------------------------------------- James E. Dalton, Jr. Director __________, 2002 - ----------------------------------------- James D. Dondero * Director November 4, 2002 - ----------------------------------------- Dr. Philip P. Gerbino Director __________, 2002 - ----------------------------------------- Joseph A. LaNasa III *By: /s/ George V. Hager, Jr. November 4, 2002 ---------------------------- George V. Hager, Jr. Attorney-In-Fact
EX-99 3 ex99-1.txt EXHIBIT 99.1 Exhibit 99.1 FORM OF NCS PROXY CARDS Please retain and present this ticket for admission to the meeting. NCS HealthCare, Inc. Special Meeting of Stockholders Thursday, December 5, 2002 11:00 a.m. Local Time Cleveland Marriott Downtown at Key Center 127 Public Square Cleveland, OH 44114-1305 DETACH CARD NCS HEALTHCARE, INC. PROXY FOR CLASS A COMMON STOCK SPECIAL MEETING OF STOCKHOLDERS -- DECEMBER 5, 2002 This Proxy is solicited on behalf of the Board of Directors The undersigned hereby appoints (i) JON H. OUTCALT, KEVIN B. SHAW, and GERALD D. STETHEM, and each of them, as Proxy holders and attorneys, with full power of substitution, to appear and vote all of the shares of Class A Common Stock of NCS HealthCare, Inc. that the undersigned shall be entitled to vote at the NCS Special Meeting of Stockholders, to be held at the Cleveland Marriott Downtown at Key Center, 127 Public Square, Cleveland, Ohio 44114 on December 5, 2002 at 11:00 a.m. local time, and at any adjournments thereof, hereby revoking any and all proxies heretofore given, and (ii) authorizes and directs said Proxy holders to vote all of the shares of Class A Common Stock of NCS represented by this Proxy as follows, with the understanding that if no directions are given below, said shares will be voted "FOR" the adoption of the Agreement and Plan of Merger, dated as of July 28, 2002, among NCS, Genesis Health Ventures, Inc., a Pennsylvania corporation, and Geneva Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Genesis. 1. Adoption of the Agreement and Plan of Merger |_| FOR adoption of the Agreement |_|AGAINST adoption of the Agreement and Plan of Merger and Plan of Merger (Continued and to be signed on the other side) DETACH CARD (proxy -- continued from other side) 2. In their discretion to act on any other matter or matters which may properly come before the meeting. Please check the following box if you intend on attending the meeting: |_| I will be attending the meeting in person. Please date, sign and return promptly in the accompanying envelope. Dated:.......................... ................................ Your signature to this Proxy form should be exactly the same as the name imprinted hereon. Persons signing as executors, administrators, trustees or in similar capacities should so indicate. For joint accounts, the name of each joint owner must be signed. The Board of Directors recommends you vote "AGAINST" the adoption of the Agreement and Plan of Merger. Please retain and present this ticket for admission to the meeting. NCS HealthCare, Inc. Special Meeting of Stockholders Thursday, December 5, 2002 11:00 a.m. Local Time Cleveland Marriott Downtown at Key Center 127 Public Square Cleveland, OH 44114-1305 DETACH CARD NCS HEALTHCARE, INC. PROXY FOR CLASS B COMMON STOCK SPECIAL MEETING OF STOCKHOLDERS -- DECEMBER 5, 2002 This Proxy is solicited on behalf of the Board of Directors The undersigned hereby appoints (i) JON H. OUTCALT, KEVIN B. SHAW, and GERALD D. STETHEM, and each of them, as Proxy holders and attorneys, with full power of substitution, to appear and vote all of the shares of Class B Common Stock of NCS HealthCare, Inc. that the undersigned shall be entitled to vote at the NCS Special Meeting of Stockholders, to be held at the Cleveland Marriott Downtown at Key Center, 127 Public Square, Cleveland, Ohio 44114 on December 5, 2002 at 11:00 a.m. local time, and at any adjournments thereof, hereby revoking any and all proxies heretofore given, and (ii) authorizes and directs said Proxy holders to vote all of the shares of Class B Common Stock of NCS represented by this Proxy as follows, with the understanding that if no directions are given below, said shares will be voted "FOR" the adoption of the Agreement and Plan of Merger, dated as of July 28, 2002, among NCS, Genesis Health Ventures, Inc., a Pennsylvania corporation, and Geneva Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Genesis. 1. Adoption of the Agreement and Plan of Merger |_| FOR adoption of the Agreement |_|AGAINST adoption of the Agreement and Plan of Merger and Plan of Merger (Continued and to be signed on the other side) DETACH CARD (proxy -- continued from other side) 2. In their discretion to act on any other matter or matters which may properly come before the meeting. Please check the following box if you intend on attending the meeting: |_| I will be attending the meeting in person. Please date, sign and return promptly in the accompanying envelope. Dated:.......................... ................................ Your signature to this Proxy form should be exactly the same as the name imprinted hereon. Persons signing as executors, administrators, trustees or in similar capacities should so indicate. For joint accounts, the name of each joint owner must be signed. The Board of Directors recommends you vote "AGAINST" the adoption of the Agreement and Plan of Merger. Please retain and present this ticket for admission to the meeting. NCS HealthCare, Inc. Special Meeting of Stockholders Thursday, December 5, 2002 11:00 a.m. Local Time Cleveland Marriott Downtown at Key Center 127 Public Square Cleveland, OH 44114-1305 DETACH CARD NCS HEALTHCARE, INC. SPECIAL MEETING OF STOCKHOLDERS -- DECEMBER 5, 2002 This Proxy is solicited on behalf of the Board of Directors To: Wells Fargo Bank West, Trustee for the NCS HealthCare Employee Savings Plan and Trust Pursuant to section 7.2(d) of the NCS HealthCare Employee Savings Plan and Trust (the "Plan"), the undersigned as a participant in the Plan hereby appoints the Trustee to vote (in person or by proxy) all shares of Class A Common Stock of NCS HealthCare, Inc. credited to the undersigned's account under the Plan on the record date for the Special Meeting of Stockholders of NCS HealthCare, Inc. to be held at the Cleveland Marriott Downtown at Key Center, 127 Public Square, Cleveland, Ohio 44114 on December 5, 2002 at 11:00 a.m. local time, and at any adjournments thereof, hereby revoking any and all proxies heretofore given, and (ii) authorizes and directs said Trustee to vote all of the shares of Class A Common Stock of NCS represented by this Proxy as follows, with the understanding that if no directions are given below, said shares will be voted "FOR" the adoption of the Agreement and Plan of Merger, dated as of July 28, 2002, among NCS, Genesis Health Ventures, Inc., a Pennsylvania corporation, and Geneva Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Genesis. 1. Adoption of the Agreement and Plan of Merger |_| FOR adoption of the Agreement |_|AGAINST adoption of the Agreement and Plan of Merger and Plan of Merger (Continued and to be signed on the other side) DETACH CARD (proxy -- continued from other side) 2. In their discretion to act on any other matter or matters which may properly come before the meeting. Please check the following box if you intend on attending the meeting: |_| I will be attending the meeting in person. Please date, sign and return promptly in the accompanying envelope. Dated:.......................... ................................ Your signature to this Proxy form should be exactly the same as the name imprinted hereon. Persons signing as executors, administrators, trustees or in similar capacities should so indicate. For joint accounts, the name of each joint owner must be signed. The Board of Directors recommends you vote "AGAINST" the adoption of the Agreement and Plan of Merger. -----END PRIVACY-ENHANCED MESSAGE-----