AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON October 27, 2004
Registration No. 333-86679
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
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POST EFFECTIVE AMENDMENT NO. 1 TO
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
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REHABCARE GROUP, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 7733 Forsyth Blvd., 23rd Floor 51-0265872
(State or other St. Louis, Missouri 63105 (I.R.S. Employer
jurisdiction of (314) 863-7422 Identification No.)
incorporation or
organization)
(Address of Principal Executive Offices)
REHABCARE GROUP, INC.
1999 NON-EMPLOYEE DIRECTOR STOCK PLAN
(Full title of the plan)
VINCENT L. GERMANESE
Senior Vice President, Chief Financial Officer and Secretary
RehabCare Group, Inc.
7733 Forsyth Blvd., Suite 1700
St. Louis, Missouri 63105
(314) 863-7422
(Name, address and telephone number,
including area code, of agent for service)
Copy to:
ROBERT M. LAROSE, ESQ.
Thompson Coburn LLP
One US Bank Plaza, Suite 3500
St. Louis, Missouri 63101
Telephone: (314) 552-6000
Facsimile: (314) 552-7000
EXPLANATORY NOTE
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RehabCare Group, Inc., a Delaware corporation (the "Company"), registered
100,000 shares of its common stock, $.01 par value (200,000 following a
two-for-one stock split), and related Preferred Stock Purchase Rights on Form
S-8 (file no. 333-86679), filed with the Securities and Exchange Commission on
September 7, 1999, for issuance under its 1999 Non-Employee Director Stock Plan
(the "1999 Plan"). On May 4, 2004, the 1999 Plan was merged with and into the
Company's 1996 Long-Term Performance Plan pursuant to the approval of the Second
Amended and Restated 1996 Long-Term Performance Plan (the "1996 Plan") by the
Company's shareholders. By virtue of the merger, the shares of stock registered
pursuant to this registration statement and reserved for issuance under the 1999
Plan have been transferred to, and are now reserved for issuance under, the 1996
Plan and will be registered on a separate Form S-8 under the 1996 Plan.
Therefore, the Company removes from registration all shares of common stock and
related preferred share purchase rights registered under this registration
statement and not issued pursuant to the 1999 Plan.
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SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Act of 1933,
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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 Clayton, State of Missouri, on October 26, 2004.
REHABCARE GROUP, INC.
By /s/ Vincent L. Germanese
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Vincent L. Germanese, Senior Vice President,
Chief Financial Officer and Secretary
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and appoints
John H. Short, Ph.D. and Vincent L. Germanese, and each of them (with full power
to each of them to act alone), his true and lawful attorneys-in-fact and agents
for him and on his behalf 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 the same, with exhibits and any and
all other documents filed with respect thereto, with the Securities and Exchange
Commission (or any other governmental or regulatory authority), granting unto
said attorneys, and each of them, full power and authority to do and to perform
each and every act and thing requisite and necessary to be done in and about the
premises in order to effectuate the same as fully to all intents and purposes as
he himself might or could do if personally present, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or any of them, 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 date indicated.
Signature Title Date
--------- ----- ----
/s/ John H. Short
- ------------------------ President, Chief Executive October 26, 2004
John H. Short, Ph.D. Officer and Director
Principal Executive Officer
/s/ Vincent L. Germanese
- ------------------------ Senior Vice President, October 26, 2004
Vincent L. Germanese Chief Financial Officer
Principal Financial Officer and Secretary
/s/ Mark A. Bogovich
- ------------------------ Vice President, October 26, 2004
Mark A. Bogovich Chief Accounting Officer
Principal Accounting Officer
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/s/ H. Edwin Trusheim
- ------------------------
H. Edwin Trusheim Chairman of the Board October 26, 2004
of Directors
/s/ William G. Anderson
- ------------------------ Director October 26, 2004
William G. Anderson
/s/ Colleen Conway-Welch
- ------------------------ Director October 26, 2004
Colleen Conway-Welch,
Ph.D., R.N.
/s/ C. Ray Holman
- ------------------------ Director October 26, 2004
C. Ray Holman
/s/ Theodore M. Wight
- ------------------------ Director October 26, 2004
Theodore M. Wight
/s/ Joseph R. Swedish
- ------------------------ Director October 26, 2004
Joseph R. Swedish
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