S-8

As filed with the Securities and Exchange Commission on August 14, 2002

Registration No. 333-          

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

LINCARE HOLDINGS INC.

(Exact name of Registrant as specified in its charter)

State of Delaware	19387 U.S. 19 North Clearwater, Fl 33764	51-0331330
(State or Other Jurisdiction of Incorporation or Organization)	(Address, including zip code of principal executive office)	(I.R.S. Employer Identification Number)

LINCARE HOLDINGS INC.

2001 Stock Plan

(Full title of the plan)

ANGELA P. BRYANT, ESQUIRE

LINCARE HOLDINGS INC.

19387 U.S. 19 North

Clearwater, Fl 33764

727-530-7700

(Name, address, and telephone number, of agent for service)

CALCULATION OF REGISTRATION FEE

Title of securities to be registered	Amount to be registered	Proposed maximum offering price per share	Proposed maximum aggregate offering price(1)	Amount of registration fee
Common Stock, $.01 par value	1,000,000 shares (2)	Variable	$31,400,000	$2,889

(1) Computed solely for the purpose of calculating the registration fee pursuant to Rule 457(h) under the Securities Act of 1933, based upon the closing price of the Registrant’s common stock on August 12, 2002 ($31.40) as reported by NASDAQ.

(2) Plus such additional number of shares as may be required pursuant to the plan in the event of a stock split, recapitalization or other similar event.

Approximate date of proposed sales pursuant to the plan:    As soon as practicable after this Registration Statement becomes effective.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.    Incorporation of Documents by Reference.

The following documents filed by the Company with the Commission are incorporated herein by reference:

(a)  The Company’s Annual Report on Form 10-K for the year ended December 31, 2001.

(b)  The Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2002.

(c)  The information set forth under the caption “Description of Capital Stock” on pages 38 and 39 of the Company’s Prospectus dated December 17, 1992 contained in the Company’s Registration Statement on Form S-1 (number 33-55260).

All documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a post-effective amendment that indicates that all securities offered have been sold, or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be a part hereof from the date of the filing of such documents.

Item 6.    Indemnification of Directors and Officers.

Section 145 of the Delaware General Corporation Law (the “GCL”) provides that a corporation may indemnify directors and officers as well as other employees and individuals against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement in connection with specified actions, suits or proceedings, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation—a “derivative action”), if they acted in good faith and in a manner they reasonably believed to be in or not opposed to the best interests of the corporation, and with respect to any criminal action or proceeding, had no reasonable cause to believe their conduct was unlawful. A similar standard is applicable in the case of derivative actions, except that indemnification only extends to expenses (including attorneys’ fees) incurred in connection with the defense or settlement of such actions, and the statute requires court approval before there can be any indemnification where the person seeking indemnification has been found liable to the corporation. The statute provides that it is not exclusive of other indemnification that may be granted by a corporation’s charter, by-laws, disinterested director vote, stockholder vote, agreement or otherwise. Article V, Section 1 of the Registrant’s By-laws requires the Registrant to indemnify its officers and directors to the fullest extent permitted under the GCL.

Article Seventh of the Registrant’s Certificate of Incorporation and Article V, Section 1 of the Registrant’s By-Laws provide that no director shall be personally liable to the Registrant or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director’s duty of loyalty to the Registrant or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the GCL (involving certain unlawful dividends or unlawful stock repurchases or redemptions) or (iv) for any transaction from which the director derived an improper personal benefit.

Any amendment to or repeal of such Articles shall not adversely affect any right or protection of a director of the Registrant for or with respect to any acts or omissions of such director occurring prior to such amendment or repeal.

The Registrant maintains directors’ and officers’ liability insurance with policy limits of $10,000,000.

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Item 8.    Exhibits.

5	Opinion re legality
23.1	Consent of Independent Certified Public Accountants
23.2	Consent of Legal Counsel (included as part of Exhibit 5)
24	Powers of Attorney

Item 9.    Undertakings.

A.    Undertakings Relating to Delayed or Continuous Offerings of Securities

(1)  The undersigned registrant hereby undertakes to file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement 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.

(2)  The undersigned registrant hereby undertakes that, for the purpose of determining any liability under the Securities Act of 1933, 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.

(3)  The undersigned registrant hereby undertakes 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.

B.    Undertaking Relating to the Incorporation of Certain Documents by Reference

The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 that is 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.

C.    Undertaking Relating to the Incorporation of Annual Report to Stockholders

The undersigned registrant hereby undertakes to deliver or cause to be delivered with the prospectus, to each person to whom the prospectus is sent or given, the latest annual report to security-holders that is incorporated by reference in the prospectus and furnished pursuant to and meeting the requirements of Rule 14a-3 or Rule 14c-3 under the Securities Exchange Act of 1934; and, where interim financial information required to be presented by Article 3 of Regulation S-X is not set forth in the prospectus, to deliver, or cause to be delivered to each person to whom the prospectus is sent or given, the latest quarterly report that is specifically incorporated by reference in the prospectus to provide such interim financial information.

D.    Undertaking Relating to Registration Statement on Form S-8

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission 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 registrant of expenses incurred or paid by a director, officer or controlling person of the registrant 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 registrant 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 be governed by the final adjudication of such issue.

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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 Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, on August 14, 2002.

LINCARE HOLDINGS INC.
By:	/s/    PAUL G. GABOS
	Paul G. Gabos, Chief Financial Officer

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 dates indicated.

Signature	Title	Date
/S/  JOHN P. BYRNES John P. Byrnes	Director, Chief Executive Officer	August 14, 2002
/S/    PAUL G. GABOS         Paul G. Gabos	Chief Financial and Accounting Officer	August 14, 2002
* Chester B. Black	Director	August 14, 2002
* Frank T. Cary	Director	August 14, 2002
* William F. Miller, III	Director	August 14, 2002
* Frank D. Byrne, MD	Director	August 14, 2002
*   Stuart H. Altman, Ph. D.	Director	August 14, 2002

* By:	/s/    PAUL G. GABOS
	Attorney in Fact

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EXHIBIT INDEX

Exhibit Number	Title
5	Opinion re legality
23.1	Consent of Independent Certified Public Accountants
23.2	Consent of Legal Counsel (included as part of Exhibit 5)
24	Powers of Attorney

EX-5

EXHIBIT 5

[THOMAS P. MCNAMARA, P.A. LETTERHEAD]

August 14, 2002

Lincare Holdings Inc.

19387 US 19 North

Clearwater, FL 33764

Re:    2001 Stock Plan

Gentlemen:

I have reviewed and am familiar with the referenced plan, and the certificate of incorporation and bylaws of Lincare Holdings Inc. In my opinion, upon sale pursuant to an effective Registration Statement on Form S-8, the securities to be issued under the plan will be validly issued, fully paid and nonassessable. I hereby consent to the inclusion of my opinion in such Registration Statement on Form S-8.

Sincerely,
THOMAS P. MCNAMARA, P.A.
By:	/s/    THOMAS P. MCNAMARA
	Thomas P. McNamara

EX-23.1

EXHIBIT 23.1

INDEPENDENT AUDITORS’ CONSENT

The Board of Directors

Lincare Holdings Inc.

We consent to incorporation by reference in the registration statement (No. 333-        ) on Form S-8 of Lincare Holdings Inc. of our report dated February 8, 2002, relating to the consolidated balance sheets of Lincare Holdings Inc. and subsidiaries as of December 31, 2001 and 2000, and the related consolidated statements of operations, stockholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2001, and all related schedules, which report appears in the December 31, 2001, annual report on Form 10-K of Lincare Holdings Inc.

            KPMG LLP

St. Petersburg, Florida

August 14, 2002

EX-24

EXHIBIT 24

SPECIAL POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that I, WILLIAM F. MILLER, III, a legal resident of the State of Texas, desiring to execute a SPECIAL POWER OF ATTORNEY, have made, constituted and appointed, and by these presents do make, constitute and appoint JOHN P. BYRNES and PAUL G. GABOS, or either of them, with full power of substitution, my Attorney-In-Fact for me and in my name, place and stead to do and perform the following acts, deeds, matters and things as he deems advisable in the judgment of my said Attorney-In-Fact as fully and effectually to all intents and purposes as I could do if personally present and acting:

REGISTRATION STATEMENT ON FORM S-8

To execute and deliver all documents and to carry out with full power and authority every act whatsoever requisite or necessary to be done by or on behalf of the undersigned, including the execution of the Registration Statement on Form S-8 and any documents incident thereto, to register with the Securities and Exchange Commission, the additional common stock of Lincare Holdings Inc. which may be issued pursuant to the Lincare Holdings Inc. 2001 Stock Plan, as amended February 19, 2002.

GENERAL PROVISIONS

All business transacted hereunder for me shall be transacted in my name, and all endorsements and instruments executed by my Attorney-In-Fact for the purpose of carrying out any of the foregoing powers, shall contain my name, followed by that of my Attorney-In-Fact and the designation “Attorney-In-Fact.”

I hereby ratify and confirm all lawful acts done by my said Attorney-In-Fact pursuant to this Special Power of Attorney, and I direct that this Special Power of Attorney shall continue in effect until terminated by me in writing or by operation of law.

If the authority contained herein shall be revoked or terminated by operation of law without notice, I hereby agree for myself, executors, administrators, heirs and assigns, in consideration of my Attorney-In-Fact’s willingness to act pursuant to this Special Power of Attorney, to save and hold my Attorney-In-Fact harmless from any loss suffered or any liability incurred by him in so acting after such revocation or termination without notice.

/s/    WILLIAM F. MILLER, III        

William F. Miller, III

SPECIAL POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that I, FRANK D. BYRNE, a legal resident of the State of Indiana, desiring to execute a SPECIAL POWER OF ATTORNEY, have made, constituted and appointed, and by these presents do make, constitute and appoint JOHN P. BYRNES and PAUL G. GABOS, or either of them, with full power of substitution, my Attorney-In-Fact for me and in my name, place and stead to do and perform the following acts, deeds, matters and things as he deems advisable in the judgment of my said Attorney-In-Fact as fully and effectually to all intents and purposes as I could do if personally present and acting:

REGISTRATION STATEMENT ON FORM S-8

To execute and deliver all documents and to carry out with full power and authority every act whatsoever requisite or necessary to be done by or on behalf of the undersigned, including the execution of the Registration Statement on Form S-8 and any documents incident thereto, to register with the Securities and Exchange Commission, the additional common stock of Lincare Holdings Inc. which may be issued pursuant to the Lincare Holdings Inc. 2001 Stock Plan, as amended February19, 2002.

GENERAL PROVISIONS

All business transacted hereunder for me shall be transacted in my name, and all endorsements and instruments executed by my Attorney-In-Fact for the purpose of carrying out any of the foregoing powers, shall contain my name, followed by that of my Attorney-In-Fact and the designation “Attorney-In-Fact.”

I hereby ratify and confirm all lawful acts done by my said Attorney-In-Fact pursuant to this Special Power of Attorney, and I direct that this Special Power of Attorney shall continue in effect until terminated by me in writing or by operation of law.

If the authority contained herein shall be revoked or terminated by operation of law without notice, I hereby agree for myself, executors, administrators, heirs and assigns, in consideration of my Attorney-In-Fact’s willingness to act pursuant to this Special Power of Attorney, to save and hold my Attorney-In-Fact harmless from any loss suffered or any liability incurred by him in so acting after such revocation or termination without notice.

/s/    FRANK D. BYRNE         

Frank D. Byrne

SPECIAL POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that I, CHESTER B. BLACK, a legal resident of the State of Massachusetts, desiring to execute a SPECIAL POWER OF ATTORNEY, have made, constituted and appointed, and by these presents do make, constitute and appoint JOHN P. BYRNES and PAUL G. GABOS, or either of them, with full power of substitution, my Attorney-In-Fact for me and in my name, place and stead to do and perform the following acts, deeds, matters and things as he deems advisable in the judgment of my said Attorney-In-Fact as fully and effectually to all intents and purposes as I could do if personally present and acting:

REGISTRATION STATEMENT ON FORM S-8

To execute and deliver all documents and to carry out with full power and authority every act whatsoever requisite or necessary to be done by or on behalf of the undersigned, including the execution of the Registration Statement on Form S-8 and any documents incident thereto, to register with the Securities and Exchange Commission, the additional common stock of Lincare Holdings Inc. which may be issued pursuant to the Lincare Holdings Inc. 2001 Stock Plan, as amended February 19, 2002.

GENERAL PROVISIONS

All business transacted hereunder for me shall be transacted in my name, and all endorsements and instruments executed by my Attorney-In-Fact for the purpose of carrying out any of the foregoing powers, shall contain my name, followed by that of my Attorney-In-Fact and the designation “Attorney-In-Fact.”

I hereby ratify and confirm all lawful acts done by my said Attorney-In-Fact pursuant to this Special Power of Attorney, and I direct that this Special Power of Attorney shall continue in effect until terminated by me in writing or by operation of law.

If the authority contained herein shall be revoked or terminated by operation of law without notice, I hereby agree for myself, executors, administrators, heirs and assigns, in consideration of my Attorney-In-Fact’s willingness to act pursuant to this Special Power of Attorney, to save and hold my Attorney-In-Fact harmless from any loss suffered or any liability incurred by him in so acting after such revocation or termination without notice.

/s/    CHESTER B. BLACK         

Chester B. Black

SPECIAL POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that I, FRANK T. CARY, a legal resident of the State of Connecticut, desiring to execute a SPECIAL POWER OF ATTORNEY, have made, constituted and appointed, and by these presents do make, constitute and appoint JOHN P. BYRNES and PAUL G. GABOS, or either of them, with full power of substitution, my Attorney-In-Fact for me and in my name, place and stead to do and perform the following acts, deeds, matters and things as he deems advisable in the judgment of my said Attorney-In-Fact as fully and effectually to all intents and purposes as I could do if personally present and acting:

REGISTRATION STATEMENT ON FORM S-8

To execute and deliver all documents and to carry out with full power and authority every act whatsoever requisite or necessary to be done by or on behalf of the undersigned, including the execution of the Registration Statement on Form S-8 and any documents incident thereto, to register with the Securities and Exchange Commission, the additional common stock of Lincare Holdings Inc. which may be issued pursuant to the Lincare Holdings Inc. 2001 Stock Plan, as amended February 19, 2002.

GENERAL PROVISIONS

All business transacted hereunder for me shall be transacted in my name, and all endorsements and instruments executed by my Attorney-In-Fact for the purpose of carrying out any of the foregoing powers, shall contain my name, followed by that of my Attorney-In-Fact and the designation “Attorney-In-Fact.”

I hereby ratify and confirm all lawful acts done by my said Attorney-In-Fact pursuant to this Special Power of Attorney, and I direct that this Special Power of Attorney shall continue in effect until terminated by me in writing or by operation of law.

If the authority contained herein shall be revoked or terminated by operation of law without notice, I hereby agree for myself, executors, administrators, heirs and assigns, in consideration of my Attorney-In-Fact’s willingness to act pursuant to this Special Power of Attorney, to save and hold my Attorney-In-Fact harmless from any loss suffered or any liability incurred by him in so acting after such revocation or termination without notice.

/s/    FRANK T. CARY         

Frank T. Cary

SPECIAL POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that I, STUART H. ALTMAN, a legal resident of the State of Massachusetts, desiring to execute a SPECIAL POWER OF ATTORNEY, have made, constituted and appointed, and by these presents do make, constitute and appoint JOHN P. BYRNES and PAUL G. GABOS, or either of them, with full power of substitution, my Attorney-In-Fact for me and in my name, place and stead to do and perform the following acts, deeds, matters and things as he deems advisable in the judgment of my said Attorney-In-Fact as fully and effectually to all intents and purposes as I could do if personally present and acting:

REGISTRATION STATEMENT ON FORM S-8

To execute and deliver all documents and to carry out with full power and authority every act whatsoever requisite or necessary to be done by or on behalf of the undersigned, including the execution of the Registration Statement on Form S-8 and any documents incident thereto, to register with the Securities and Exchange Commission, the additional common stock of Lincare Holdings Inc. which may be issued pursuant to the Lincare Holdings Inc. 2001 Stock Plan, as amended February 19, 2002.

GENERAL PROVISIONS

All business transacted hereunder for me shall be transacted in my name, and all endorsements and instruments executed by my Attorney-In-Fact for the purpose of carrying out any of the foregoing powers, shall contain my name, followed by that of my Attorney-In-Fact and the designation “Attorney-In-Fact.”

I hereby ratify and confirm all lawful acts done by my said Attorney-In-Fact pursuant to this Special Power of Attorney, and I direct that this Special Power of Attorney shall continue in effect until terminated by me in writing or by operation of law.

If the authority contained herein shall be revoked or terminated by operation of law without notice, I hereby agree for myself, executors, administrators, heirs and assigns, in consideration of my Attorney-In-Fact’s willingness to act pursuant to this Special Power of Attorney, to save and hold my Attorney-In-Fact harmless from any loss suffered or any liability incurred by him in so acting after such revocation or termination without notice.

By:	/s/    STUART H. ALTMAN
	Stuart H. Altman