-----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, QoFNj7lO4jzahDAVoe1gtFjQtwku9ykYYeWZFhtpvhZFAuJLYnqdCiA1cKBFebjx ghHdSM1j0vAbjI2JenuLtA== 0000950123-96-003054.txt : 19960617 0000950123-96-003054.hdr.sgml : 19960617 ACCESSION NUMBER: 0000950123-96-003054 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19960614 EFFECTIVENESS DATE: 19960703 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: TRANSWORLD HOME HEALTHCARE INC CENTRAL INDEX KEY: 0000890634 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-HOME HEALTH CARE SERVICES [8082] IRS NUMBER: 133098275 STATE OF INCORPORATION: NY FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-06013 FILM NUMBER: 96581077 BUSINESS ADDRESS: STREET 1: 11 SKYLINE DRIVE CITY: HAWTHORNE STATE: NY ZIP: 10532 BUSINESS PHONE: 9143458880 MAIL ADDRESS: STREET 1: 11 SKYLINE DRIVE CITY: HAWTHORNE STATE: NY ZIP: 10532 S-8 1 TRANSWORLD HOME HEALTHCARE, INC. 1 As filed with the Securities and Exchange Commission on June 14, 1996 Registration No. 333- ================================================================================ SECURITIES AND EXCHANGE COMMISSION ---------------------- WASHINGTON, D.C. 20549 FORM S-8 REGISTRATION STATEMENT Under THE SECURITIES ACT OF 1933 ---------------------- TRANSWORLD HOME HEALTHCARE, INC. (Exact name of registrant as specified in its charter) NEW YORK 13-3098275 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 11 SKYLINE DRIVE, HAWTHORNE, NEW YORK 10532 (Address of Principal Executive Offices) (Zip Code) 1992 AMENDED STOCK OPTION PLAN (Full title of the plan) WAYNE A. PALLADINO TRANSWORLD HOME HEALTHCARE, INC. 11 SKYLINE DRIVE HAWTHORNE, NEW YORK 10532 (Name and address of agent for service) (914) 345-8880 (Telephone number, including area code, of agent for service) COPIES TO: LESLIE J. LEVINSON, ESQ. BAER MARKS & UPHAM LLP 805 THIRD AVENUE NEW YORK, NEW YORK 10022 (212) 702-5700 CALCULATION OF REGISTRATION FEE
============================================================================================================ PROPOSED TITLE OF MAXIMUM PROPOSED MAXIMUM SECURITIES AMOUNT TO BE OFFERING PRICE AGGREGATE OFFERING AMOUNT OF TO BE REGISTERED REGISTERED PER SHARE(1) PRICE(1) REGISTRATION FEE - ------------------------------------------------------------------------------------------------------------ Common Stock, par value $.01 per share.... 500,000 $8.375(2) $4,187,500(2) $1,444 ============================================================================================================
(1) Estimated solely for the purpose of calculating the registration fee. (2) Based, pursuant to Rule 457(h), on the average of the high and low price per share of the Registrant's Common Stock on the Automated Quotation System of the National Association of Securities Dealers National Market on June 7, 1996. ================================================================================ 2 EXPLANATORY NOTE The contents of the registration statement of Transworld Home HealthCare, Inc. (the "Company") on Form S-8 (File No. 33-82710) are incorporated herein by reference. 3 PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 8. EXHIBITS.
Exhibit Number - ------ *5.01 Opinion of Baer Marks & Upham LLP. *23.01 Consent of Coopers & Lybrand L.L.P. *23.02 Consent of Arthur Andersen LLP. *23.03 Consent of Baer Marks & Upham (contained in Exhibit 5.01). *24.01 Powers of Attorney (included on signature page of this registration statement).
- --------------------- *Filed herewith. 4 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 New York, State of New York, on the 14th day of June, 1996. TRANSWORLD HOME HEALTHCARE, INC. By: /s/ WAYNE A. PALLADINO ---------------------------- Wayne A. Palladino Senior Vice President and Chief Financial Officer KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Robert W. Fine and Wayne A. Palladino his true and lawful attorneys-in-fact and agents, 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 posteffective amendments) to this registration statement, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, 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 attorneys-in-fact and agents or either of them or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. -2- 5 Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.
Signature Title Date - --------- ----- ---- /s/JOSEPH J. RAYMOND Chairman of the June 14, 1996 - ------------------------ Board and Director Joseph J. Raymond /s/ROBERT W. FINE President, Chief June 14, 1996 - ------------------------ Executive Officer, Robert W. Fine Chief Operating Officer and Director /s/WAYNE A. PALLADINO Senior Vice President June 14, 1996 - ------------------------ and Chief Financial Wayne A. Palladino Officer /s/RICHARD A. YOKEN Director June 14, 1996 - ------------------------ Richard A. Yoken /s/ELLIOTT H. VERNON Director June 14, 1996 - ------------------------ Elliott H. Vernon /s/SCOTT A. SHAY Director June 14, 1996 - ------------------------ Scott A. Shay
-3- 6 EXHIBIT INDEX
Exhibit Number Page No. -------- *5.01 Opinion of Baer Marks & Upham LLP. *23.01 Consent of Coopers & Lybrand L.L.P. *23.02 Consent of Arthur Andersen LLP. *23.03 Consent of Baer Marks & Upham (contained in Exhibit 5.01). *24.01 Powers of Attorney (included on signature page of this registration statement).
- ----------------- *Filed herewith. EX-5.1 2 OPINION OF BEAR MARKS & UPHAM LLP 1 June 14, 1996 Transworld Home HealthCare Inc. 11 Skyline Drive Hawthorne, New York 10532 Gentlemen: We have acted as counsel to Transworld Home HealthCare Inc., a New York corporation (the "Company"), in connection with a Registration Statement on Form S-8 (the "Registration Statement") being filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended, relating to the offering of 500,000 shares (the "Shares") of Common Stock, $.01 par value per share, issuable upon the exercise of options granted to certain employees of the Company and others pursuant to the Company's Amended 1992 Stock Option Plan (the "Plan"). In connection with the foregoing, we have examined originals or copies, satisfactory to us, of all such corporate records and of all such agreements, certificates and other documents as we have deemed relevant and necessary as a basis for the opinion hereinafter expressed. In such examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals and the conformity with the original documents of all documents submitted to us as copies. As to any facts material to such opinion, we have, to the extent that relevant facts were not independently established by us, relied on certificates of public officials and certificates of officers or other representatives of the Company. Based upon and subject to the foregoing, we are of the opinion that, when issued and paid for in accordance with the Plan, the Shares will be validly issued, fully paid and non-assessable (except for such liability as is provided in Section 630 of the New York Business Corporation Law). We are members of the bar of the State of New York and are not licensed or admitted to practice law in any other jurisdiction. Accordingly, we express no opinion with respect to the laws of any jurisdiction other than the State of New York and the federal laws of the United States. Leslie J. Levinson, a member of this firm, is the Secretary of the Company. The information on which we have based this opinion does not include any information which Mr. Levinson may have received, or may be deemed to have received, 2 or matters of which Mr. Levinson may have become aware, or may have been deemed to have become aware, solely by reason of his serving in the capacity of Secretary of the Company. We assume no obligation to advise you of any changes to this opinion which may come to our attention after the date hereof. This opinion may not be relied upon or furnished to any other person except the addressee hereof without the express written consent of this firm. We hereby consent to the use of our opinion as herein set forth as an exhibit to the Registration Statement and to the use of our name under the caption "Legal Matters" in the Prospectus forming part of the Registration Statement. In giving such consent, we do not thereby concede that we are in the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended or the rules and regulations thereunder or that we are "experts" within the meaning of such act, rules and regulations. Very truly yours, BAER MARKS & UPHAM LLP EX-23.1 3 CONSENT OF COOPERS & LYBRAND L.L.P. 1 EXHIBIT 23.01 CONSENT OF INDEPENDENT ACCOUNTANTS We consent to the incorporation by reference in the registration statement of Transworld Home HealthCare, Inc. on Form S-8 of our report dated December 20, 1995, except as to the information presented in the last two paragraphs in Note 11 for which the date is January 10, 1996, on our audits of the consolidated financial statements and financial statement schedule of Transworld Home HealthCare, Inc. as of October 31, 1995 and 1994, and for the years ended October 31, 1995, 1994 and 1993, which report is included in Transworld Home HealthCare, Inc.'s 1995 Annual Report on Form 10-K, which is incorporated by reference in this Form S-8. Our report on such audits contains an explanatory paragraph related to the adoption of the provisions of the Financial Accounting Standards Board's Statement of Financial Accounting Standards No. 109, Accounting for Income Taxes, in fiscal 1994. /s/ COOPERS & LYBRAND L.L.P. New York, New York June 12, 1996 EX-23.2 4 CONSENT OF ARTHUR ANDERSEN LLP 1 EXHIBIT 23.02 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS We hereby consent to the incorporation by reference in this registration statement on Form S-8 of our report dated December 15, 1993 on our audit of the financial statements of The PromptCare Companies, Inc. as of October 31, 1993 and for the two months then ended, which report is included in Transworld Home HealthCare Inc.'s Form 10-K for the year ended October 31, 1995 which is incorporated by reference in this Form S-8. /S/ ARTHUR ANDERSEN LLP Roseland, New Jersey June 12, 1996 -----END PRIVACY-ENHANCED MESSAGE-----