-----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, HjUnHHGFo6acQh1FJg9ByD5jWbrxjK6HQ9xTjLCshbKxLyQuaFCO+AD2Y91ZrazY DgpbO+qscsXKwOy/b4yzgg== 0000890925-97-000008.txt : 19970411 0000890925-97-000008.hdr.sgml : 19970411 ACCESSION NUMBER: 0000890925-97-000008 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19970410 EFFECTIVENESS DATE: 19970410 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: MULTICARE COMPANIES INC CENTRAL INDEX KEY: 0000890925 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-SKILLED NURSING CARE FACILITIES [8051] IRS NUMBER: 223152527 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-24905 FILM NUMBER: 97578002 BUSINESS ADDRESS: STREET 1: 411 HACKENSACK AVE CITY: HACKENSACK STATE: NJ ZIP: 07601 BUSINESS PHONE: 2014888818 MAIL ADDRESS: STREET 1: 411 HACKENSACK AVENUE CITY: HACKENSACK STATE: NJ ZIP: 07601 S-8 1 As filed with the Securities and Exchange Commission on April 10, 1997 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 THE MULTICARE COMPANIES, INC. (Exact name of registrant specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 22-3152527 (I.R.S. Employer Identification No.) 411 Hackensack Avenue, Hackensack, New Jersey 07601 (Address of principal executive offices) (Zip Code) THE CENTURY CARE MANAGEMENT, INC. 401(k) SAVINGS PLAN (Full title of the plan) BRADFORD C. BURKETT, ESQ. Senior Vice President and General Counsel The Multicare Companies, Inc. 411 Hackensack Avenue Hackensack, New Jersey 07601 (201) 488-8818 (Name, address and telephone number of agent for service) CALCULATION OF REGISTRATION FEE Title of Amounts Proposed Proposed Amount Securities to be Maximum Maximum of to be Registered Offering Price Aggregate Registration Registered Per Share* Offering Price* Fee Common Stock 250,000 shares $18.135 $4,531,250 $1,373.11 $0.01 par value * Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(h) under the Securities Act of 1933, as amended, based upon the average of the high and low prices reported in the New York Stock Exchange consolidated reporting system as of April 4, 1997. In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this registration statement also covers an indeterminate amount of interests to be offered or sold pursuant to the employee benefit plan described herein. 1 PART II INFORMATION REQUIRED IN REGISTRATION STATEMENT Item 3. Incorporation of Documents By Reference. The Registrant (also referred to herein as the "Company") hereby incorporates by reference into this Registration Statement the following documents: (a) The Registrant's Annual Report on Form 10-K for the year ended December 31, 1996. (b) All other reports, if any, filed by the Registrant pursuant to Sections 13(a) or 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act") since December 31, 1996. (c) The description of the Registrant's Common Stock, $.01 par value, set forth in the Company's Registration Statement on Form 8-A dated August 16, 1995 ("Common Stock"). All documents filed by the Registrant with the Commission after the date of this Registration Statement under Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, and before the filing of a post-effective amendment which indicates that all securities offered hereunder have been sold or which deregisters all securities then remaining unsold, will be deemed to be incorporated by reference into this Registration Statement and to be a part hereof from the date of filing of such documents. Item 4. Description of Securities. Not Applicable. Item 5. Interests of Named Experts and Counsel. Not Applicable. Item 6. Indemnification of Directors and Officers. Section 145 of the General Corporation Law of the State of Delaware (the "GCL") empowers a corporation, subject to certain limitations, to indemnify its directors and officers against actual and reasonable expenses (including attorney's fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by them in connection with litigation against them in their capacities as directors and officers. As permitted by such Section, the Company's Certificate of Incorporation provides that the Company shall indemnify any person who was or is made a party or is threatened to be made a party to any action, suit or proceeding (whether civil or otherwise) by reason of the fact that such person is or was a director or officer of the Company or by reason of the fact that such director or officer, at the request of the Company, is or was serving any other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, in any capacity, to the fullest extent authorized or permitted by the GCL. The By-laws of the Company provide that the Company shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, including, without limitation, an 2 action by or in the right of the Company by reason of the fact that such person is or was a director or officer of the Company or is or was serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding to the fullest extent and in the manner set forth and permitted by the GCL or any other applicable law, as from time to time in effect. The Certificate of Incorporation and the By-laws provide that the foregoing indemnification shall not be deemed exclusive of any other rights to which a person seeking indemnification may be entitled under any statute, the Certificate of Incorporation, the By-laws, or any agreement, vote of stockholders or disinterested directors or otherwise, both as to actions in such person's official capacity and as to actions in any other capacity while holding office, and shall continue as to a person who has ceased to be a director or officer, and shall inure to the benefit of the executors, administrators, legatees and distributees of such person. Under the Certificate of Incorporation and the By-laws, the Company is authorized to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Company, or is or was serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against such person and incurred by such person in any such capacity, or arising out of such person's status as such, whether or not the Company would have the power to indemnify such person against liability under the provisions of the Certificate of Incorporation, the By-Laws or any provision of law. Item 7. Exemption from Registration Claimed. Not Applicable. Item 8. Exhibits. See Exhibit Index on page 7. Item 9. Undertakings. (a) Rule 415 Offering. The undersigned Registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement: (i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933 (the "Securities Act"); 3 (ii) To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement; (iii) 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; provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in this Registration Statement. (2) That, for the purpose of determining any liability under the Securities Act, 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) 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) Filings Incorporating Subsequent Exchange Act Documents by Reference. The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant's annual report under Section 13(a) or 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan's annual report under Section 15(d) of the Exchange Act) 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. (h) Filing of Registration Statement on Form S-8. Insofar as indemnification for liabilities arising under the Securities Act 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 Commission such indemnification is against public policy as expressed in the Securities 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 Securities Act and will be governed by the final adjudication of such issue. 4 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 Hackensack, State of New Jersey, on March 31, 1997. THE MULTICARE COMPANIES, INC. (The Registrant) By /s/ Daniel E. Straus Daniel E. Straus President Pursuant to the requirements of the Securities Act of 1934, this Registration Statement has been signed below by the following persons on behalf of the Registrant in the capacities indicated on March 31, 1997. Signature Title /s/ Moshael J. Straus Chairman of the Board, Moshael J. Straus Co-Chief Executive Officer and Director (Principal Executive Officer) /s/ Daniel E. Straus President, Co-Chief Executive Daniel E. Straus Officer and Director (Principal Executive Officer) /s/ Stephen R. Baker Executive Vice President, Chief Stephen R. Baker Financial Officer and Director (Principal Financial and Accounting Officer) /s/ Paul J. Klausner Executive Vice President Paul J. Klausner and Director 5 Stuart H. Altman Director Constance B. Girard-diCarlo Director /s/ Menachem Rosenberg Director Menachem Rosenberg /s/ George R. Zoffinger Director George R. Zoffinger The Plan Pursuant to the requirements of the Securities Act of 1933, the Plan has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Hackensack, State of New Jersey, on March 31, 1997. CENTURY CARE MANAGEMENT, INC. 401(k) SAVINGS PLAN By: /s/ Daniel E. Straus Daniel E. Straus *Bradford C. Burkett, by signing his name hereto, signs this document on behalf of the persons indicated above pursuant to powers of attorney duly executed by such persons. *By /s/ Bradford C. Burkett Bradford C. Burkett Attorney in Fact 6 EXHIBIT INDEX The following exhibits are filed as part of this Registration Statement: Exhibit * 4.1 Restated Certificate of Incorporation of the Registrant. * 4.2 Bylaws of the Registrant. 5.1 Legal opinion of Bradford C. Burkett, Esq., Senior Vice President and General Counsel of the Registrant. 23.1 Consent of KPMG Peat Marwick LLP 23.2 Consent of Bradford C. Burkett, Esq., Senior Vice President and General Counsel of the Registrant (included in the opinion filed as Exhibit 5.1). * Incorporated by reference to Registration Statement No. 33-6544 effective August 18, 1993. 7 POWER OF ATTORNEY FOR DIRECTORS OF THE MULTICARE COMPANIES, INC. Pursuant to the requirements of the Securities Act of 1933, the undersigned directors of The Multicare Companies, Inc., a Delaware corporation (the "Company"), hereby appoint Bradford C. Burkett as attorney-in-fact with full power of substitution and resubstitution to sign for the undersigned and in the name of the undersigned in any and all capacities with respect to the registration on Form S-8 of 250,000 shares of Common Stock of the Company under the Century Care Management, Inc. 401(k) Savings Plan (the Registration Statement") with the Securities and Exchange Commission ("SEC"), and to sign any and all amendments (including post-effective amendments) thereto and any and all applications or other documents to be filed with the SEC pertaining to the Registration Statement, and to grant unto the attorney-in-fact and agent the full power and authority to do and perform each and every act and thing required to be done, as fully to all intents and purposes as the undersigned could do if personally present. The undersigned hereby ratifies and confirms all that the attorney-in-fact and agent or its substitutes may lawfully do or cause to be done by virtue hereof. Signature Title Date /s/ Mosahel J. Straus Chairman of the Board, March 31, 1997 Moshael J. Straus Co-Chief Executive Officer and Director (Principal Executive Officer) /s/ Daniel E. Straus President, Co-Chief Executive March 31, 1997 Daniel E. Straus Officer and Director (Principal Executive Officer) /s/ Stephen R. Baker Executive Vice President, Chief March 31, 1997 Stephen R. Baker Financial Officer and Director (Principal Financial and Accounting Officer) /s/ Paul J. Klausner Executive Vice President March 31, 1997 Paul J. Klausner and Director /s/ Stuart H. Altman Director March 31, 1997 Stuart H. Altman Constance B. Girard- Director March __, 1997 diCarlo /s/ Menachem Rosenberg Director March 31, 1997 Menachem Rosenberg /s/ George R. Zoffinger Director March 31, 1997 George R. Zoffinger EX-5 2 Exhibit 5.1 March 31, 1997 Securities and Exchange Commission 450 Fifth Street, N.W. Washington, D.C. 20549 Re: Securities Act of 1933 Form S-8 Registration Statement for the Century Care Management, Inc. 401(k) Savings Plan Ladies and Gentlemen: I have acted as counsel for The Multicare Companies, Inc., a Delaware corporation (the "Company"), in connection with the proposed issuance by the Company of up to 250,000 shares of the Company's Common Stock, par value $.01 per share (the "Common Stock"), under the Century Care Management, Inc. 401(k) Savings Plan (the "Plan"), which Common Stock is being registered pursuant to the filing of a Registration Statement on Form S-8 under the Securities Act of 1933 (the "Act"). I have examined the Restated Certificate of Incorporation of the Company, its Bylaws, the Plan and such other corporate records, certificates, documents and matters of law as I have deemed necessary to render this opinion. Based on the foregoing, I am of the opinion that the shares of Common Stock to be issued under the terms of the Plan will duly be authorized, validly issued, fully paid and nonassessable. I hereby consent to the filing of this opinion as Exhibits 5.1 and 23.2 to the Registration Statement. By giving such consent, I do not thereby admit that I am an expert with respect to any part of the Registration Statement, including this exhibit, within the meaning of the term "expert" as used in the Act or the rules and regulations of the Securities and Exchange Commission issued thereunder. Very truly yours, /s/ Bradford C. Burkett Bradford C. Burkett EX-23 3 Exhibit 23 Accountants' Consent The Board of Directors The Multicare Companies, Inc.: We consent to the use of our report incorporated herein by reference. KPMG PEAT MARKWICK LLP April 8, 1997 Short Hills, New Jersey -----END PRIVACY-ENHANCED MESSAGE-----