-----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, SF0qqc7CxvcELGZU7e8tENbF4wWjyHWJRPbY2rewubYtcoWSsARt4IYOZT5YSIx3 gPqPftrOMxBqZiS8cQfKKQ== 0000950134-99-003460.txt : 19990503 0000950134-99-003460.hdr.sgml : 19990503 ACCESSION NUMBER: 0000950134-99-003460 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19990430 EFFECTIVENESS DATE: 19990430 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CORAM HEALTHCARE CORP CENTRAL INDEX KEY: 0000924174 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-HOME HEALTH CARE SERVICES [8082] IRS NUMBER: 330615337 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-77505 FILM NUMBER: 99607618 BUSINESS ADDRESS: STREET 1: 1125 SEVENTEENTH ST STE 1500 CITY: DENVER STATE: CO ZIP: 80202 BUSINESS PHONE: 3032924973 MAIL ADDRESS: STREET 1: ONE LAKESHORE CENTRE STREET 2: 3281 GUASTI ROAD SUITE 700 CITY: ONTARIO STATE: CA ZIP: 91761 S-8 1 FORM S-8 1 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 30, 1999 REGISTRATION NO. 333- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ------------------------ FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ------------------------ CORAM HEALTHCARE CORPORATION (Exact name of registrant as specified in charter) DELAWARE 33-0615337 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 1125 17TH STREET, SUITE 2100 DENVER, COLORADO 80202 (Address of Principal Executive Offices) (Zip Code)
------------------------ CORAM HEALTHCARE CORPORATION 1994 STOCK OPTION/STOCK ISSUANCE PLAN (Full title of the plan) RICHARD M. SMITH CHIEF EXECUTIVE OFFICER AND PRESIDENT CORAM HEALTHCARE CORPORATION 1125 17TH STREET, SUITE 2100 DENVER, COLORADO 80202 (Name and address of agent for service) (303) 292-4973 (Telephone number, including area code, of agent for service) ------------------------ CALCULATION OF REGISTRATION FEE
- ---------------------------------------------------------------------------------------------------------------------- - ---------------------------------------------------------------------------------------------------------------------- PROPOSED PROPOSED MAXIMUM MAXIMUM TITLE OF SECURITIES AMOUNT TO BE OFFERING PRICE AGGREGATE AMOUNT OF TO BE REGISTERED REGISTERED PER SHARE(1) OFFERING PRICE(1) REGISTRATION FEE - ---------------------------------------------------------------------------------------------------------------------- Common Stock, $.001 par value.......... 2,400,000(2) $1.96875 $4,725,000 $1,313.55 - ---------------------------------------------------------------------------------------------------------------------- - ----------------------------------------------------------------------------------------------------------------------
(1) Estimated solely for the purpose of calculating the amount of the registration fee in accordance with Rule 457 under the Securities Act of 1933, as amended. The Proposed Maximum Offering Price Per Share and the Proposed Maximum Aggregate Offering Price are based on the average of the high and low prices as reported by the New York Stock Exchange on April 27, 1999 of $1.96875 per share with respect to the 2,400,000 shares issuable upon exercise of options to purchase shares of the Registrant's Common Stock to be granted under the Registrant's 1994 Stock Option/Stock Issuance Plan. (2) This Registration Statement also covers any additional shares of Common Stock which become issuable with respect to shares of Common Stock issued or issuable upon exercise of options granted under the Registrant's 1994 Stock Option/Stock Issuance Plan by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without the receipt of consideration which results in an increase in the number of the Registrant's outstanding shares of Common Stock. - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 2 INCORPORATION BY REFERENCE REGISTRATION OF ADDITIONAL SECURITIES. Pursuant to General Instruction E (Registration of Additional Securities) of Form S-8, Coram Healthcare Corporation (the "Registrant") hereby incorporates by reference into this Registration Statement the following documents previously filed with the Securities and Exchange Commission (the "Commission"): (a) The Registrant's Registration Statement filed on Form S-8, Registration Number 033-55657, with the Commission on September 28, 1994 and declared effective on October 17, 1994. (b) The Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1998, filed with the Commission on March 31, 1999. (c) Amendment No. 1 to the Registrant's Annual Report on Form 10-K/A for the fiscal year ended December 31, 1998, filed with the Commission on April 30, 1999. (d) The Registrant's Current Report on Form 8-K, filed with the Commission on April 19, 1999. In addition, all documents filed by the Company with the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the date of this Registration Statement, and prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference into this Registration Statement and to be a part hereof from the date of the filing of such documents with the Commission. 2 3 PART II: INFORMATION REQUIRED IN REGISTRATION STATEMENT ITEM 8. EXHIBITS
EXHIBIT ------- 5 -- Opinion and Consent of Paul, Hastings, Janofsky & Walker LLP. 23.1 -- Consent of Independent Auditors -- Ernst & Young LLP. 23.2 -- Consent of Paul, Hastings, Janofsky & Walker LLP is contained in Exhibit 5. 24 -- Power of Attorney. Reference is made to pages 4 and 5 of this Registration Statement.
3 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 Denver, State of Colorado, on April 30, 1999. CORAM HEALTHCARE CORPORATION, a Delaware corporation By: /s/ RICHARD M. SMITH ---------------------------------- Richard M. Smith Chief Executive Officer and President By: /s/ WENDY L. SIMPSON ---------------------------------- Wendy L. Simpson Executive Vice President and Chief Financial Officer POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned officers and directors of Coram Healthcare Corporation, a Delaware corporation, do hereby constitute and appoint Richard M. Smith and Wendy L. Simpson, and each of them, the lawful attorneys and agents, with full power and authority to do any and all acts and things and to execute any and all instruments which said attorneys and agents, and any one of them, determine may be necessary or advisable or required to enable said corporation to comply with the Securities Act of 1933, as amended, and any rules or regulations or requirements of the Commission in connection with this Registration Statement. Without limiting the generality of the foregoing power and authority, the powers granted include the power and authority to sign the names of the undersigned officers and directors in the capacities indicated below to this Registration Statement, to any and all amendments, both pre-effective and post-effective, and supplements to this Registration Statement, and to any and all instruments or documents filed as part of or in conjunction with this Registration Statement or amendments or supplements thereof, and each of the undersigned hereby ratifies and confirms all that said attorneys and agents, or any of them, shall do or cause to be done by virtue hereof. This Power of Attorney may be signed in several counterparts. 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/ DONALD J. AMARAL Chairman of the Board April 30, 1999 - ----------------------------------------------------- Donald J. Amaral /s/ RICHARD M. SMITH Chief Executive Officer, April 30, 1999 - ----------------------------------------------------- President, and Director Richard M. Smith (Principal Executive Officer) /s/ WENDY L. SIMPSON Executive Vice President and April 30, 1999 - ----------------------------------------------------- Chief Financial Officer Wendy L. Simpson (Principal Financial Officer) /s/ RICHARD A. FINK Director April 30, 1999 - ----------------------------------------------------- Richard A. Fink
4 5
SIGNATURE TITLE DATE --------- ----- ---- Director - ----------------------------------------------------- Stephen A. Feinberg /s/ STEPHEN G. PAGLIUCA Director April 30, 1999 - ----------------------------------------------------- Stephen G. Pagliuca /s/ L. PETER SMITH Director April 30, 1999 - ----------------------------------------------------- L. Peter Smith /s/ WILLIAM J. CASEY Director April 30, 1999 - ----------------------------------------------------- William J. Casey
5 6 EXHIBIT INDEX
EXHIBITS -------- 5 -- Opinion and Consent of Paul, Hastings, Janofsky & Walker LLP. 23.1 -- Consent of Independent Auditors -- Ernst & Young LLP. 23.2 -- Consent of Paul, Hastings, Janofsky & Walker LLP is contained in Exhibit 5. 24 -- Power of Attorney. Reference is made to pages 4 and 5 of this Registration Statement.
EX-5 2 CONSENT OF PAUL, HASTINGS, JANOFSKY & WALKER LLP 1 April 30, 1999 Coram Healthcare Corporation Bank One Building 1125 17th Street Suite 2100 Denver, Colorado 80202 Ladies and Gentlemen: We are furnishing this opinion of counsel to Coram Healthcare Corporation, a Delaware corporation (the "Company"), for filing as Exhibit 5 to the Registration Statement on Form S-8 (the "Registration Statement") to be filed by the Company with the Securities and Exchange Commission under the Securities Act of 1933, as amended, relating to the issuance and sale by the Company of up to 2,400,000 shares (the "Shares") of its Common Stock, $.001 par value per share, pursuant to Coram Healthcare Corporation's 1994 Stock Option/Stock Issuance Plan (the "Plan"). We have examined the Certificate of Incorporation and Bylaws, each as amended to date, of the Company, and the originals, or copies certified or otherwise identified, of records of corporate action of the Company as furnished to us by the Company, certificates of public officials and of representatives of the Company, and such other instruments and documents as we deemed necessary, as a basis for the opinions hereinafter expressed. Based upon our examination as aforesaid, and in reliance upon our examination of such questions of law as we deem relevant under the circumstances, we are of the opinion that the Shares, when purchased and issued as described in the Registration Statement and in accordance with the Plan, will be validly issued, fully paid and nonassessable. 2 Coram Healthcare Corporation April 30, 1999 Page 2 We express no opinion with respect to the applicability or effect of the laws of any jurisdiction other than the Delaware General Corporation Law as in effect on the date hereof. We hereby consent to the filing of this opinion of counsel as Exhibit 5 to the Registration Statement. Very truly yours, /s/ Paul, Hastings, Janofsky & Walker LLP ----------------------------------------- Paul, Hastings, Janofsky & Walker LLP EX-23.1 3 CONSENT OF INDEPENDENT AUDITORS-ERNST & YOUNG LLP 1 CONSENT OF INDEPENDENT AUDITORS We consent to the incorporation by reference in the Registration Statement on Form S-8 pertaining to the registration of 2,400,000 shares of common stock of Coram Healthcare Corporation for issuance under the Coram Healthcare Corporation Employee Stock Purchase Plan of our report dated March 31, 1999, with respect to the consolidated financial statements and schedule of Coram Healthcare Corporation included in its Annual Report on Form 10-K/A for the year ended December 31, 1998, filed with the Securities and Exchange Commission. ERNST & YOUNG LLP Denver, Colorado April 30, 1999 -----END PRIVACY-ENHANCED MESSAGE-----