S-8 1 ds8.txt FORM S-8 As filed with the Securities and Exchange Commission on April 26, 2001 Registration No. 333- ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ______________ FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ______________ OCCUPATIONAL HEALTH + REHABILITATION INC (Exact name of registrant as specified in its charter) Delaware 13-3464527 State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) ______________ 175 Derby Street, Suite 36, Hingham, MA 02043 (Address of Principal Executive Offices) (Zip Code) ______________ Occupational Health + Rehabilitation Inc 1998 Stock Plan (Full title of the plan) ______________ John C. Garbarino President and Chief Executive Officer Occupational Health + Rehabilitation Inc 175 Derby Street, Suite 36 Hingham, MA 02043 (Name and address of agent for service) ______________ (781) 741-5175 (Telephone number, including area code, of agent for service) ______________ Copy to: Donna L. Brooks, Esq. Shipman & Goodwin LLP One American Row Hartford, Connecticut 06103 (860) 251-5000
CALCULATION OF REGISTRATION FEE ========================================================================================================================= Proposed Proposed maximum Title of securities Amount to be maximum offering aggregate offering Amount of to be registered registered price per unit (1) price (1) registration fee ------------------------------------------------------------------------------------------------------------------------- Common Stock, par value $.001........................ 154,000 $2.4875 $383,075 $95.77 -------------------------------------------------------------------------------------------------------------------------
(1) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(h) under the Securities Act of 1933 based on the average of the bid and ask price per share of $2.4875 on April 23, 2001 as reported on the OTC Board Bulletin. Pursuant to Rule 429 under the Securities Act of 1933, the prospectus relating to the securities registered under this Registration Statement also relates to Registration Statement No. 333-61997, filed August 21, 1998, and Registration Statement No. 333-33948, filed April 4, 2000. ================================================================================ STATEMENT PURSUANT TO GENERAL INSTRUCTION E OF FORM S-8 This registration statement relates to the registration of additional shares of Common Stock, par value $0.001 per share, of Occupational Health + Rehabilitation Inc, the same class of securities as registered on Forms S-8 for Occupational Health + Rehabilitation Inc 1998 Stock Plan, File No. 333-61997 and File No. 333-33948. The contents of the prior Registration Statements are incorporated in this registration statement by reference. 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, in the City of Hingham, Commonwealth of Massachusetts, on April 26, 2001. OCCUPATIONAL HEALTH + REHABILITATION INC By: /s/ John C. Garbarino ----------------------------------- John C. Garbarino, President and Chief Executive Officer POWER OF ATTORNEY Know All Persons by These Presents, that each person whose signature appears below constitutes and appoints John C. Garbarino his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him and in his name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file same, with all exhibits thereto, and other documents in connection therewith, with full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or any of his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. ____________________ 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 C. Garbarino President and Chief Executive Officer April 26, 2001 ----------------------------------------------- (principal executive officer) John C. Garbarino /s/ Keith G. Frey Chief Financial Officer and Secretary April 26, 2001 ---------------------------------------------- (principal financial officer) Keith G. Frey /s/ Janice M. Goguen Vice President, Finance and April 26, 2001 ----------------------------------------------- Controller (principal accounting Janice M. Goguen officer) /s/ Edward L. Cahill Director April 17, 2001 ----------------------------------------------- Edward L. Cahill /s/ Kevin J. Dougherty Director April 26, 2001 ----------------------------------------------- Kevin J. Dougherty
II-3 /s/ Angus M. Duthie Director April 16, 2001 ----------------------------------------------- Angus M. Duthie /s/ Steven W. Garfinkle Director April 20, 2001 ----------------------------------------------- Stevn W. Garfinkle /s/ Donald W. Hughes Director April 26, 2001 ----------------------------------------------- Donald W. Hughes /s/ Frank H. Leone Director April 20, 2001 ----------------------------------------------- Frank H. Leone
II-4 Exhibit Index ------------- Exhibit No. Description ---------- ----------- 5.1 Opinion of Shipman & Goodwin LLP as to the legality of the securities being registered. 23.1 Consent of Shipman & Goodwin LLP (included in Exhibit 5.1). 23.2 Consent of Ernst & Young LLP. 23.3 Consent of PricewaterhouseCoopers LLP. 24.1 Power of Attorney (included in the signature page of this registration statement). 99.1 Occupational Health + Rehabilitation Inc 1998 Stock Plan, as amended.