As filed with the Securities and Exchange Commission on April 23, 1997 Registration No. 333-___________ SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 FORM S-8 REGISTRATION STATEMENT Under THE SECURITIES ACT OF 1933 SMT HEALTH SERVICES INC. (Exact name of registrant as specified in its charter) Delaware 25-1672183 (State or jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 10521 Perry Highway Wexford, Pennsylvania 15090 (Address of principal executive offices) SMT HEALTH SERVICES INC. 1991 EMPLOYEE STOCK OPTION PLAN (Full title of the plan) David A. Zynn, Chief Financial Officer SMT Health Services Inc. 10521 Perry Highway Wexford, Pennsylvania 15090 (Name and address of agent for service) 412-933-3300 (Telephone number of agent for service) Copies of communications to: Ronald Basso, Esquire Buchanan Ingersoll Professional Corporation One Oxford Centre 301 Grant Street, 20th Floor, Pittsburgh, Pennsylvania 15219-1410 412-562-3943 CALCULATION OF REGISTRATION FEE Proposed Proposed Title Of Maximum Maximum Amount of Securities To Amount To Offering Price Aggregate Offering Registration Be Registered Be Registered Per Share Price Fee Common Stock 160,500 $3.56 (1) $571,380 $173 (1) (par value $.01 (per share) 176,550 $2.30 (1) $406,065 (1) $123 (1) Total 337,050 $977,445 $296 (1) In accordance with Rule 457(h), such price is the price at which the options with respect to such shares may be exercised. Incorporation of Prior Registration Statement by Reference SMT Health Services Inc. (the "Corporation") hereby incorporates by reference into this Registration Statement the information contained in the Corporation's earlier Registration Statement, File No. 33-61602,relating to the Corporation's 1991 Employee Stock Option Plan. SIGNATURES The Registrant. 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 Borough of Wexford, Commonwealth of Pennsylvania, on the 16 day of April, 1997. SMT HEALTH SERVICES INC. (Registrant) By: /s/ Jeff D. Bergman Jeff D. Bergman, Chairman, Chief Executive Officer and President POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below under the heading "Signatures" constitutes and appoints Jeff D. Bergman, Daniel Dickman and David A. Zynn, or any of them, his true and lawful attorney-in-fact and agent with full power of substitution and resubstitution for him and in his name, please and stead, in any and all capacities, to sign any and all 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 attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully for 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 his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated. Signatures Title Date __/s/ Jeff D. Bergman____ Chairman, Chief Executive April 23, 1997 Jeff D. Bergman Officer and President __/s/ David A. Zynn______ Chief Financial Officer April 23, 1997 David A. Zynn and Chief Accounting Officer __/s/ Daniel Dickman_____ Executive Vice President April 23, 1997 Daniel Dickman and Director __/s/ Alan Novich________ Director April 23, 1997 Alan Novich __/s/ Gerald Cohn________ Director April 23, 1997 Gerald Cohn __/s/ David J. Malone____ Director April 23, 1997 David J. Malone EXHIBIT INDEX Exhibit No. Sequential Page Number or Reference 5.1 Opinion of Buchanan Ingersoll Professional Corporation as to the legality of the securities being registered Filed herewith. 23.1 Consent of Independent Public Accountant Filed herewith. 23.2 Consent of Buchanan Ingersoll Professional Corporation Contained in Opinion filed as Exhibit 5.1 Exhibit 5.1 April 23, 1997 Board of Directors SMT Health Services Inc. 10521 Perry Highway Wexford, PA 15090 Gentlemen: We have acted as counsel to SMT Health Services Inc., a Delaware corporation (the "Corporation"), in connection with the proposed issuance by the Corporation of an additional 337,050 shares of the Corporation's common stock, par value $.01 per share (the "Common Stock"), pursuant to the terms of the 1991 Employee Stock Option Plan (the "Plan"). In connection with such proposed issuance, we have examined the Plan, the Certificate of Incorporation of the Corporation, as amended and restated, the minutes of the proceedings of the Corporation, the Registration Statement on Form S-8 covering the issuance of the shares, and such other documents, records, certificates of public officials, statutes and decisions as we consider necessary to express the opinions contained herein. In the examination of such documents, we have assumed the genuineness of all signatures and the authenticity of all documents submitted to us as originals and the conformity to those original documents of all documents submitted to us as certified or photostatic copies. Based on the foregoing, we are of the opinion that when the Registration Statement shall have been declared effective by order of the Securities and Exchange Commission and when the Common Stock has been duly issued and delivered pursuant to the terms of the Plan, such shares of Common Stock will be validly issued, fully paid and non-assessable. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. BUCHANAN INGERSOLL PROFESSIONAL CORPORATION By:/s/ Ronald Basso Exhibit 23.1 CONSENT OF INDEPENDENT AUDITORS We consent to incorporation by reference in the registration statement on Form S-8 of SMT Health Services Inc. of our report dated January 31, 1997, except as to Note 18 which is as of March 4, 1997, relating to the consolidated balance sheets of SMT Health Services Inc. and subsidiaries as of December 31, 1996 and 1995 and the related consolidated statements of earnings, changes in stockholders equity, and cash flows for each of the years in the three year period ended December 31, 1996, and the related schedule, which report appears in the December 31, 1996 annual report on Form 10-K of SMT Health Services Inc. KPMG Peat Marwick LLP Pittsburgh, Pennsylvania April 23, 1997