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