SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
SMT HEALTH SERVICES INC.
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.
1996 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, PA 15219-1410
412-562-3943
CALCULATION OF REGISTRATION FEE
Title of Securities Amount To Be Proposed Proposed Amount of
To Be Registered(1) Registered Maximum Maximum Registration
Offering Aggregate Fee
Price Per Offering
Share Price
Common Stock (par
value $.01
per share) 267,500 $6.425 (1) $1,718,750 (1) $521 (1)
(1) Estimated solely for purposes of calculating the registration fee
pursuant to Rule 457(h). In accordance with Rule 457(h) such price is
the price at which the options with respect to such shares may be
exercised.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
This Registration Statement relates to the SMT Health Services Inc. 1996
Employee Stock Option Plan (the "Plan"). SMT Health Services Inc. (the
"Corporation" or the "Registrant") is incorporated in the State of Delaware.
Item 3. Incorporation of Documents by Reference
The Corporation hereby incorporates by reference into this Registration
Statement the documents listed in (a) through (c) below. The Corporation also
incorporates by reference, from the date of filing of such documents, all
documents subsequently filed by it pursuant to Sections 13(a), 13(c), 14 and
15(d) of the Securities Exchange Act of 1934 (the "Securities Exchange Act"),
prior to the filing of a post-effective amendment which indicates that all
securities offered have been sold or which re-registers all securities then
remaining unsold from the date of filing of such documents:
(a) The latest annual report of the Corporation filed pursuant to Section
13(a) or 15(d) under the Securities Exchange Act;
(b) All other reports filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act since the end of the fiscal year covered by the annual
report referred to in (a) above; and
(c) The description of the Common Stock of the Corporation contained in
the Corporation's registration statement filed under Section 12 of the
Securities Exchange Act, including any amendment or report filed for the
purpose of updating such description.
Item 4. Description of Securities
Not applicable.
Item 5. Interests of Named Experts and Counsel
Not applicable.
Item 6. Indemnification of Directors and Officers
The Corporation's Certificate of Incorporation provides, in part, that
the Corporation shall indemnify its directors, officers, employees and agents
to the fullest extent permitted by the Delaware General Corporation Law
("DGCL").
The DGCL permits Delaware corporations to indemnify their directors and
officers against all reasonable expenses incurred in the defense of any
lawsuit to which they are made parties by reason of being directors or
officers, in cases of successful defense, and against such expenses in other
cases, subject to specified conditions and exclusions. Such indemnification
is not exclusive of any other rights to which those indemnified may be
entitled under any by-law, agreement, vote of stockholders or otherwise.
Pursuant to the DGCL, the Corporation's Certificate of Incorporation
contains a provision eliminating the personal liability of a director to a
corporation or its stockholders for monetary damages for breach of, or failure
to perform, any duty resulting solely from his status as a director, except
with respect to (a) willful failure to deal fairly with the corporation or its
stockholders where a director has a material conflict of interest, (b) a
violation of criminal law unless the director had reasonable cause to believe
his conduct was lawful, (c) a transaction yielding an improper personal
profit, and (d) willful misconduct. The foregoing limitation of a director's
personal liability also is inapplicable to situations wherein a director has
voted for or assented to the declaration of, a dividend, repurchase of shares,
distribution, or the making of a loan to an officer or director, in each case
where the same occurs in violation of applicable law.
The Corporation has purchased and maintains directors and officers'
liability insurance for directors and officers of the Corporation.
Item 7. Exemption from Registration Claimed
Not Applicable.
Item 8. Exhibits
The following is a list of exhibits filed as part of this Registration
Statement, which are incorporated herein:
Exhibit No. Reference
4.01 Certificate of Incorporation of the. . . .Exhibit 3.1 of the
Corporation, as amended Corporation's Registration
Statement on Form S-1
(Registration No. 33-
44329) is incorporated
herein by reference.
4.02 By-laws of the Corporation . . . . . . . .Exhibit 3.2 of the
Corporation's Registration
Statement on Form S-1
(Registration No. 33-
44329) is incorporated
herein by reference.
5.01 Opinion of Buchanan Ingersoll. . . . . . .Filed herewith.
Professional Corporation as to
the legality of the securities being
registered
23.01 Independent Auditors Consent. . . . . . . Filed herewith.
23.02 Consent of Buchanan Ingersoll. . . . . . .Contained in opinion filed
Professional Corporation as Exhibit 5.01.
24.01 Power of Attorney (included on . . . . . .Filed herewith.
page 6)
Item 9. Undertakings
(a) The undersigned registrant hereby undertakes:
(1) To file during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement to
include any material information with respect to the plan of
distribution not previously disclosed in this Registration
Statement or any material change to such information in the
Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to section 13(a) or Section 15(d) of the
Securities Exchange Act (and, where applicable, each filing of an employee
benefit plan's annual report pursuant to Section 15(d) of the Securities
Exchange Act) that is incorporated by reference in this Registration Statement
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the registrant pursuant to the provisions described in Item 6 of this
Registration Statement, or otherwise, the registrant has been advised that in
the opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities
being registered, the registrant will, unless in the opinion of its counsel
the matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act and will be governed
by the final adjudication of such issue.
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 23rd 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 re-substitution
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/ Gerlad 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
4.01 Certificate of Incorporated . . . Exhibit 3.1 of the Corporation's
of the Corporation as Registration Statement on Form S-1
amended (Registration No. 33-44329) is
incorporated herein by reference.
4.02 By-laws of the Corporation. . . . Exhibit 3.2 of the Corporation's
Registration Statement on Form S-1
(Registration No. 33-44329) is
incorporated herein by reference.
5.01 Opinion of Buchanan Ingersoll . . Filed herewith.
Professional Corporation as
to the legality of the
securities being registered
23.01 Independent Auditors Consent. . . Filed herewith.
23.02 Consent of Buchanan Ingerosoll. . Contained in opinion filed as
Professional Corporation Exhibit 5.01.
24.01 Power of Attorney. . . . . . . . Filed herewith.
EXHIBIT 5.01
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 up to 250,000 shares of the Corporation's common stock,
par value $.01 per share (the "Common Stock"), pursuant to the terms of the
SMT Health Services Inc. 1996 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, by
the By-laws of the Corporation, as amended and restated, the relevant
corporate 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, statues 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.
Very truly yours,
BUCHANAN INGERSOLL
PROFESSIONAL CORPORATION
By: /s/ Ronald Basso
EXHIBIT NO. 23.01
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