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As filed with the Securities and Exchange Commission on January 22, 1999.
Subject to Amendment
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
NOVACARE EMPLOYEE SERVICES, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 23-2866146
(State or other jurisdiction of (I.R.S. Employee Identification No.)
incorporation or organization)
Valley Forge Corporate Center
2621 Van Buren Avenue
Norristown, Pennsylvania 19403
(Address of principal executive offices)
NOVACARE EMPLOYEE SERVICES, INC.
1997 STOCK OPTION PLAN
(Full title of the plan)
LOREN J. HULBER
President and Chief Executive Officer
NovaCare Employee Services, Inc.
Valley Forge Corporate Center
2621 Van Buren Avenue
Norristown, Pennsylvania 19403
(610) 650-4700
(Name, address and telephone number, including area code, of agent for service)
Copy to:
CHRISTINA D. HARRIS, ESQ.
NovaCare Employee Services, Inc.
402 43rd Street West
Bradenton, Florida 34209
Approximate date of commencement of proposed sale to the public:
As soon as practicable after this Registration Statement becomes effective.
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CALCULATION OF REGISTRATION FEE
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Title of each Amount to be Proposed maximum offering Proposed maximum Amount of
class of securities to be registered price per unit(1) aggregate offering registration
registered price(1) fee(1)
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Common Stock, $0.01 par value 1,500,000 $5.4375 $8,156,250 $2,267.44
=================================================================================================================================
(1) Estimated solely for purposes of calculating the registration fee in
accordance with Rule 457(h)(1) under the Securities Act of 1933, as amended, on
the basis of the high and low prices of the Registrant's Common Stock on January
20, 1999, as reported on the NASDAQ National Market.
This Registration Statement is intended, pursuant to Rule 429 of the Securities
and Exchange Commission, to constitute Post-Effective Amendment No. 1 to
Registration Statement on Form S-8 (No. 333-47001). See "Explanatory Note."
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The contents of Registration Statement No. 333-47001, pursuant to which
the Company registered 1,625,000 shares of Common Stock for sale by the Company
pursuant to options granted under the Company's 1997 Stock Option Plan, and all
documents incorporated by reference therein, are incorporated by reference in
this Registration Statement.
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POWER OF ATTORNEY
The Registrant and each person whose signature appears below hereby
appoints Loren J. Hulber and Thomas D. Schubert as attorneys-in-fact with full
power of substitution, severally, to execute in the name and on behalf of the
Registrant and each such person, individually and in each capacity stated below,
one or more post-effective amendments to this Registration Statement as the
attorney-in-fact acting in the premises deems appropriate and to file any such
amendment to this Registration Statement with the Securities and Exchange
Commission.
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 Norristown, Commonwealth of Pennsylvania on January
21, 1999.
NOVACARE EMPLOYEE SERVICES, INC.
By: /s/ Loren J. Hulber
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Loren J. Hulber
President, Chief Executive Officer and Director
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/ E. Martin Gibson Chairman of the Board January 21, 1999
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E. Martin Gibson
/s/ Loren J. Hulber President, Chief Executive Officer January 21, 1999
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Loren J. Hulber and Director
/s Thomas D. Schubert Senior Vice President and Chief January 21, 1999
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Thomas D. Schubert Financial and Accounting Officer
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Signature Title Date
/s/ Harvey V. Fineberg, M.D. Director January 21, 1999
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Harvey V. Fineberg, M.D.
/s/ John H. Foster Director January 21, 1999
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John H. Foster
/s/ Timothy E. Foster Director January 21, 1999
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Timothy E. Foster
/s/ Stephen E. O'Neil Director January 21, 1999
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Stephen E. O'Neil
/s/ William F. Weld Director January 21, 1999
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William F. Weld
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EXPLANATORY NOTE
This Registration Statement is intended, pursuant to Rule 429 of the
Securities and Exchange Commission, to constitute Post-Effective Amendment No. 1
to Registration Statement on Form S-8 (No. 333-47001).
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CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated July 31, 1998, appearing on page 51 of
NovaCare Employee Services, Inc.'s Annual Report on Form 10-K for the year ended
June 30, 1998.
PricewaterhouseCoopers LLP
Philadelphia, PA
January 19, 1999
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CONSENT OF COUNSEL
The consent of Christina D. Harris, Esq., is contained in her opinion
filed as Exhibit 5 to this Registration Statement.
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INDEX TO EXHIBITS
Number Description of Exhibit Page
4 - NovaCare Employee Services, Inc.1997 Stock Option Plan, as amended 10
5 - Opinion of Christina D. Harris, Esq. 19
23(i) - Consent of PricewaterhouseCoopers LLP (see "Consent of Independent --
Accountants" in the Registration Statement)
23(ii) - Consent of Christina D. Harris, Esq.(contained in Exhibit 5) --
24 - Power of Attorney (see "Power of Attorney" in the Registration --
Statement)