S-3MEF

As filed with the Securities and Exchange Commission on November 12, 2009

Registration No. 333-     

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-3

REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933

REHABCARE GROUP, INC.

(Exact name of registrant as specified in its charter)

DELAWARE
(State or other jurisdiction of incorporation or organization)

51-0265872
(I.R.S. Employer
Identification No.)

7733 Forsyth Boulevard, 23rd Floor
St. Louis, Missouri 63105
Telephone: (800) 677-1238
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

PATRICIA S. WILLIAMS, ESQ.
Senior Vice President, General Counsel and Corporate Secretary
RehabCare Group, Inc.
7733 Forsyth Boulevard, 23^rd Floor
St. Louis, Missouri 63105
(314) 659-2123
(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copy to:

SCOTT COHEN, ESQ.
Weil, Gotshal & Manges LLP
200 Crescent Court, Ste 300
Dallas, TX 75201
Telephone: (214) 746-7700
Facsimile: (214) 746-7700 TODD R. CHANDLER, ESQ.
Weil, Gotshal & Manges LLP
767 Fifth Avenue
New York, NY 10153
Telephone: (212) 310-8000
Facsimile: (212) 310-8007

     Approximate date of commencement of proposed sale to public: From time to time after the effective date of this registration statement.

     If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. o

     If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. o

     If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. þ

     If this Form is a post-effective amendment filed pursuant to Rule 462(c) 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. o

     If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. o

     If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. o

     Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer o Accelerated filer þ  Non-accelerated filer o
(Do not check if a smaller reporting company) Smaller reporting company o

CALCULATION OF REGISTRATION FEE

			Proposed maximum
Title of each class of securities	Amount to be		aggregate
to be registered	Registered(1)		offering price(1)		Amount of registration fee(2)
Common stock, par value $0.01 per share, with related preferred stock purchase rights		—	$	24,040,000	$	1,342

(1)

This registration statement relates to the registrant’s registration statement on Form S-3 (Registration No. 333-162406) (the “Prior Registration Statement”). Pursuant to the provisions of Rule 429 under the Securities Act of 1933, as amended (the “Securities Act”), the prospectus contained in the Prior Registration Statement also relates to the securities of up to a maximum aggregate initial offering price of $100,000,000 registered but not sold under the registrant’s registration statement on Form S-3 (Registration No. 333-160574), which became effective on July 29, 2009 (the “July Registration Statement”). The Prior Registration Statement also constitutes a post-effective amendment to the July Registration Statement. Such post-effective amendment became effective concurrently with the effectiveness of the Prior Registration Statement and in accordance with Section 8(c) of, and Rule 429 under, the Securities Act. In accordance with Rule 462(b) of the Securities and Exchange Commission’s rules and regulations under the Securities Act, the proposed maximum aggregate offering price of securities eligible to be sold under the Prior Registration Statement and the July Registration Statement ($125,000,000) is carried forward to this registration statement and an additional amount of securities having a proposed maximum aggregate offering price of $24,040,000 is registered hereby.

(2)

$1,342 is paid pursuant to this registration statement. The filing fees for the Prior Registration Statement and the July Registration Statement were paid at the time of registration.

     In accordance with Rule 462(b) of the Securities and Exchange Commission’s rules and regulations under the Securities Act, this registration statement incorporates by reference the registrant’s registration statement on Form S-3 (Registration No. 333-162406) and registration statement on Form S-3 (Registration No. 333-160574) to which this registration statement relates, and shall become effective upon filing with the Commission.

INCORPORATION BY REFERENCE

     The registrant hereby incorporates by reference into this registration statement the contents of the registrant’s registration statement on Form S-3 (Registration No. 333-162406), as amended and supplemented to date, filed with the Securities and Exchange Commission on October 9, 2009 and declared effective on October 26, 2009, including each of the documents filed by the registrant and incorporated or deemed to be incorporated by reference therein and all exhibits thereto, and the registrant’s registration statement on Form S-3 (Registration No. 333-160574), as amended and supplemented to date, filed with the Securities and Exchange Commission on July 14, 2009 and declared effective on July 29, 2009, including each of the documents filed by the registrant and incorporated or deemed to be incorporated by reference therein and all exhibits thereto.

Item 16. Exhibits.

     All exhibits filed with or incorporated by reference into the registrant’s registration statement on Form S-3 (Registration No. 333-162406), as amended and supplemented to date, filed with the Securities and Exchange Commission on October 9, 2009 and declared effective on October 26, 2009, and the registrant’s registration statement on Form S-3 (Registration No. 333-160574), as amended and supplemented to date, filed with the Securities and Exchange Commission on July 14, 2009 and declared effective on July 29, 2009 are incorporated by reference into, and shall be deemed to be a part of, this registration statement. In addition, the following exhibits are filed herewith:

5.1	Opinion of Weil, Gotshal & Manges LLP, filed herewith.
23.1	Consent of KPMG LLP, filed herewith.
23.2	Consent of Ernst & Young LLP, filed herewith.
23.3	Consent of Weil, Gotshal & Manges LLP (included in Exhibit 5.1).

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-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the County of St. Louis, State of Missouri on the 12^th day of November, 2009.

REHABCARE GROUP, INC. (Registrant)
By:	/s/ Patricia S. Williams
	Patricia S. Williams
	Senior Vice President, General Counsel and Secretary

     Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities on the date indicated.

Signature	Title	Date
* John H. Short	President, Chief Executive Officer and Director (Principal Executive Officer)	November 12, 2009
* Jay W. Shreiner	Executive Vice President and Chief Financial Officer (Principal Financial Officer)	November 12, 2009
* Jeff A. Zadoks	Vice President and Chief Accounting Officer (Principal Accounting Officer)	November 12, 2009
* Harry E. Rich	Chairman of the Board	November 12, 2009
*	Director	November 12, 2009
Colleen Conway-Welch
*	Director	November 12, 2009
Christopher T. Hjelm
*	Director	November 12, 2009
Anthony S. Piszel
*	Director	November 12, 2009
Suzan L. Rayner
* Larry Warren	Director	November 12, 2009
* Theodore M. Wight	Director	November 12, 2009

* By	/s/ Patricia S. Williams
	Patricia S. Williams
	Attorney-in-fact

EX-5.1

Exhibit 5.1

Weil, Gotshal & Manges LLP
767 Fifth Avenue
New York, New York 10153
(212) 310-8000

November 12, 2009

RehabCare Group, Inc.
7733 Forsyth Boulevard
23rd Floor
St. Louis, Missouri 63105

Ladies and Gentlemen:

     We have acted as counsel to RehabCare Group, Inc., a Delaware corporation (the “Company”), in connection with the preparation and filing with the Securities and Exchange Commission (the “Commission”) of the Company’s Registration Statement on Form S-3, as filed with the Commission on November 12, 2009 (the “Registration Statement”), pursuant to Rule 462(b) under the Securities Act of 1933, as amended (the “Securities Act”), relating to the issuance and/or sale from time to time of an aggregate proposed maximum offering price of up to $24,040,000 of shares of common stock, par value $0.01 per share (the “Common Stock”), of the Company.

     In so acting, we have examined originals or copies (certified or otherwise identified to our satisfaction) of (i) the Restated Certificate of Incorporation of the Company, as amended; (ii) the Registration Statement; and (iii) such corporate records, agreements, documents and other instruments, and such certificates or comparable documents of public officials and of officers and representatives of the Company, and have made such inquiries of such officers and representatives, as we have deemed relevant and necessary as a basis for the opinions hereinafter set forth.

     In such examination, we have assumed the genuineness of all signatures, the legal capacity of all natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified, conformed or photostatic copies and the authenticity of the originals of such latter documents. As to all questions of fact material to these opinions that have not been independently established, we have relied upon certificates or comparable documents of officers and representatives of the Company.

     Further, we have assumed that (i) the Registration Statement and any amendments or supplements thereto (including any post-effective amendments) will have become effective and comply with all applicable laws and no stop order suspending the Registration Statement’s effectiveness will have been issued and remain in effect, in each case, at the time the Common Stock is offered or issued as contemplated by the

Registration Statement; (ii) a prospectus supplement will have been prepared and filed with the Commission describing the Securities offered thereby and will at all relevant times comply with all applicable laws; (iii) the Company has timely filed all necessary reports pursuant to the Securities Exchange Act of 1934, as amended, which are incorporated into the Registration Statement by reference; (iv) that all Common Stock will be issued and sold in compliance with applicable federal and state securities laws and in the manner stated in the Registration Statement and the appropriate prospectus supplement; and (v) a definitive purchase, underwriting or similar agreement and any other necessary agreement with respect to any Common Stock will have been duly authorized and validly executed and delivered by the Company and the other party or parties thereto.

     Based on the foregoing, and subject to the qualifications stated herein, we are of the opinion that, assuming that the issuance and terms of any Common Stock and the terms of the offering thereof have been duly authorized, when (i) the Company has received the consideration therefor specified in any applicable underwriting agreement or purchase agreement approved by the Company’s board of directors or any authorized committee thereof and (ii) the consideration for such Common Stock is at least equal to the aggregate par value of such Common Stock, the Common Stock will be validly issued, fully paid and nonassessable.

     The opinion expressed above is also subject to (i) the Registration Statement becoming effective pursuant to applicable law and (ii) the issuance of any legally required consents, approvals, authorizations or orders of the Commission and any other regulatory authority.

     We hereby consent to the use of this letter as an exhibit to the Registration Statement and to any and all references to our firm in the prospectus which is a part of the Registration Statement.

Very truly yours,

/s/ Weil, Gotshal & Manges LLP

2

EX-23.1

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

The Board of Directors
RehabCare Group, Inc.:

We consent to the use of our report dated March 10, 2009 except for Note 23, as to which the date is July 14, 2009, and Note 8 and Note 19, as to which the date is October 9, 2009, with respect to the consolidated balance sheets of RehabCare Group, Inc. as of December 31, 2008 and 2007, and the related consolidated statements of earnings, comprehensive income, changes in equity, and cash flows for each of the years in the three-year period ended December 31, 2008, and the use of our report dated March 10, 2009, with respect to the effectiveness of internal control over financial reporting as of December 31, 2008, incorporated herein by reference and to the reference to our firm under the heading “Experts” in the prospectus contained in each of the registration statements on Form S-3 (File Nos. 333-162406 and 333-160574) that are incorporated by reference into this registration statement. Our report on the consolidated financial statements appears in the Current Report on Form 8-K dated October 9, 2009, and our report on the effectiveness of internal control over financial reporting appears in the Annual Report on Form 10-K for the year ended December 31, 2008, and such reports are incorporated by reference herein.

Our report dated March 10, 2009, except for Note 23, as to which the date is July 14, 2009, and Note 8 and Note 19, as to which the date is October 9, 2009, on the consolidated financial statements contains an explanatory paragraph that refers to the adoption of Financial Accounting Standards Board Interpretation No. 48, Accounting for Uncertainty in Income Taxes, effective January 1, 2007.

/s/ KPMG LLP

St. Louis, Missouri
November 12, 2009

EX-23.2

Exhibit 23.2

Consent of Independent Auditors

We consent to the reference to our firm under the caption “Experts” in the prospectus contained in each of the Registration Statements (Form S-3 No. 333-160574 and No. 333-162406) of RehabCare Group, Inc., for the registration of up to $100,000,000 and up to $25,000,000, respectively, of its common stock with related preferred stock purchase rights, preferred stock, warrants, debt securities, and units, that are incorporated by reference into this Registration Statement (Form S-3) of RehabCare Group, Inc., for the registration of common stock with related preferred stock purchase rights, and to the incorporation by reference into this Registration Statement of our report dated April 22, 2009 (except for Note 14, as to which the date is November 5, 2009) with respect to the consolidated financial statements of Triumph HealthCare Holdings, Inc., included in RehabCare Group, Inc.’s Current Report on Form 8-K dated November 9, 2009, filed with the Securities and Exchange Commission.

/s/ Ernst & Young LLP

Houston, Texas
November 11, 2009