As filed with the Securities and Exchange Commission on April 18,
1994
Registration No. 33-56688
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________
POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
_________________
SUMMIT HEALTH LTD.
(Exact name of Registrant as specified in its charter)
California 95-3154694
(State or other jurisdiction (I.R.S. Employer
incorporation or organization) Identification No.)
2600 West Magnolia Boulevard
Burbank, California 91505-3031
(Address of Registrant's principal executive offices) (zip code)
SUMMIT HEALTH LTD. STOCK OPTION AGREEMENTS
(Full title of plan)
___________________
Frank S. Osen, Esq.
Summit Health Ltd.
2600 West Magnolia Street
Burbank, California 91505-3031
(Name and address of agent for service)
(818) 841-8750
(Telephone number, including area code, of agent for service)
___________________
With a Copy to:
David L. Gersh, Esq.
Stroock & Stroock & Lavan
2029 Century Park East, Suite 1800
Los Angeles, California 90067-3086
(310) 556-5800
___________________
CALCULATION OF REGISTRATION FEE
Proposed Proposed Amount of
Title of Securities Amount to Maximum Maximum Registration
to be Registered be Registered Offering Price Aggregate Fee
Per Share Offering Price
Common Stock 200,000 shares $3.31(1) 487,000(1) $152.19(2)
(1)Estimated solely for purposes of determining the registration fee based upon the exercise of options granted, which vary.
(2)The registration fee was paid upon the original filing of this Registration Statement on December 31, 1992.
EXPLANATORY NOTE
This Registration Statement includes a form of
prospectus to be used by certain persons who may be
deemed to be affiliates of Summit Health Ltd. in connection with
the resale of shares of Common Stock received
by such persons pursuant to this Registration Statement.
Prospectus
SUMMIT HEALTH LTD.
140,000 Shares
Common Stock (no par value)
This Prospectus relates to up to 140,000 shares (the
"Shares") of the common stock, no par value
per share (the "Common Stock"), of Summit Health Ltd. ("Summit"
or the "Company") which may be offered
for sale from time to time for the account of the selling
shareholder (the "Selling Shareholder") named
herein, who is a director of the Company. The Company will
receive none of the proceeds of this offering.
The Shares may be issued from time to time to the Selling
Shareholder upon the exercise of stock options
granted to the Selling Shareholder pursuant to certain Stock
Option Agreements (the "Agreements", each an
"Agreement"). Each such option is subject to the terms,
conditions and restrictions set forth in the
respective stock option Agreement governing each such option
entered into by the Selling Shareholder with
the Company.
The Common Stock is listed on the NASDAQ National Market
("NASDAQ") under the symbol
"SUMH". On April 14, 1994, the last reported sale price of the
Common Stock on NASDAQ was $9.31 per
share.
Sales of the Shares may be effected from time to time by
the Selling Shareholder directly, or
through one or more broker-dealers, in one or more transactions
on NASDAQ, in the over-the-counter
market, in negotiated transactions or otherwise, at prices
related to the prevailing market prices or at
negotiated prices. The Selling Shareholder and any
broker-dealers or underwriters that participate with the
Selling Shareholder in the distribution of the Shares may be
deemed to be "underwriters" within the meaning
of the Securities Act of 1933, as amended (the "Securities Act"),
in which event any commissions received by
such broker-dealers or underwriters and any profit on the resale
of the Shares purchased by them may be
deemed to be underwriting commissions or discounts under the
Securities Act. See "Plan of Distribution."
The Company will pay all expenses incident to the offering and
sale of the Shares to the public other than
commissions and discounts of broker-dealers or underwriters. To
the extent required, the name of the
Selling Shareholder, the number of Shares to be sold, the
purchase price, the name of any such broker-
dealer or underwriter and any applicable commissions with respect
to a particular offer will be set forth in
an accompanying Prospectus Supplement. Shares covered by this
Prospectus may be sold either pursuant to
this Prospectus or pursuant to Rule 144 under the Securities Act.
____________________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED
BY THE SECURITIES AND EXCHANGE COMMISSION NOR HAS THE
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
____________________
No person has been authorized to give any information or
make any representations, other than as
contained or incorporated by reference herein, and if given or
made, such information or representations
must not be relied upon as having been authorized by the Company,
the Selling Shareholder or any other
person. This Prospectus does not constitute an offer to sell, or
a solicitation of an offer to purchase,
securities in any state or jurisdiction to any person to whom it
is unlawful to make such offer or solicitation
in such state or jurisdiction. Neither the delivery of this
Prospectus nor any sale made hereunder shall
under any circumstances create any implication that there has
been no change in the affairs of the Company
since the date hereof.
____________________
The date of this Prospectus is April
18, 1994.
INCORPORATION OF CERTAIN DOCUMENTS BY
REFERENCE
The following documents filed by the Company with the
Securities and Exchange Commission (the
"Commission") pursuant to the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), are
incorporated herein by reference: (i) the Company's Annual Report
on Form 10-K for the fiscal year ended June
30, 1993 (the "1993 10-K"); (ii) the Company's Current Report on
Form 8-K dated December 2, 1993; (iii) the
Company's Quarterly Reports on Form 10-Q for the fiscal quarters
ended September 30 and December 31, 1993;
(iv) the Company's Joint Proxy Statement filed with the
Commission on March 17, 1994; and (v) the description
of Common Stock contained in the Company's Registration Statement
on Form S-1 (File No. 33-57032) as filed
with the Commission, including any amendments or reports filed
for the purpose of updating such description.
All reports subsequently filed pursuant to Section
13(a), 13(c), 14 or 15(d) of the Exchange Act prior
to the filing of a post-effective amendment which indicates that
all securities offered hereby have been sold, or
which deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference into this
Prospectus. Any statement contained herein or in a document
incorporated or deemed to be incorporated by
reference herein shall be deemed to be modified or superseded for
purposes of this Prospectus to the extent
that a statement contained herein or in any document which is or
is deemed to be incorporated by reference
herein modifies or supersedes such statement. Any statement so
modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this
Prospectus.
The Company will provide without charge to any person to
whom this Prospectus is delivered,
including any beneficial owner, upon written or oral request of
such person, a copy of any or all of the
information that has been incorporated by reference in this
Prospectus, other than exhibits to such documents,
unless such exhibits are specifically incorporated by reference
into the information that has been so incorporated.
Requests or such copies should be directed to Secretary, Summit
Health Ltd. 2600 West Magnolia Boulevard,
Burbank, California 91505, telephone number (818) 841-3031.
AVAILABLE INFORMATION
The Company is subject to the informational requirements
of the Exchange Act and in accordance
therewith files reports and other information with the
Commission. Such reports and other information can be
inspected and copied at the public reference facilities of the
Commission, Room 1024, Judiciary Plaza, 450 Fifth
Street, N.W., Washington, D.C. 20549, and at the Commission's New
York Regional Office, 75 Park Place, Fifth
Floor, New York, New York 10007, and Chicago Regional Office,
Room 1204, Everett McKinley Dirksen
Building, 219 South Dearborn Street, Chicago, Illinois 60604, and
copies of such materials can be obtained from
the Public Reference Section of the Commission at 450 Fifth
Street, N.W., Washington, D.C. 20549, at prescribed
rates.
The Common Stock is listed on the NASDAQ National Market
("NASDAQ") under the symbol
"SUMH". Reports and other information concerning the Company can
be inspected at NASDAQ.
Additional information regarding the Company and the
Plan is contained in the Registration Statement
on Form S-8 and the Exhibits thereto (the "Registration
Statement") filed with the Commission under the
Securities Act. This Prospectus does not contain all of the
information set forth in the Registration Statement.
For additional information regarding the Plan and the Shares
offered hereby, reference is made to the
Registration Statement. The Registration Statement and the
Exhibits thereto may be inspected without charge
at the office of the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549, and copies thereof may be
obtained from the Commission upon payment of the prescribed fees.
GENERAL INFORMATION
Summit is a health care company, which offers a broad
range of primary health care services in both
inpatient and outpatient settings, with an increasing emphasis on
out patient services and alternative site care.
Summit has facilities located in California, Texas, Arizona and
Iowa. Summit owns or operates 12 acute care
hospitals with 1,611 licensed beds and four free-standing
outpatient surgery centers with a total of 62 surgery
suites. Through its subsidiary Health Choice Arizona Inc., a
Medicaid HMO, Summit has an enrollment of
approximately 21,000 in the State of Arizona. Summit also
provides health care services through its majority-
owned subsidiary, Summit Care Corporation, which operates 20
skilled nursing centers with 2,534 licensed beds
and four retirement centers with 468 beds.
A Special Meeting of Summit's Shareholders will be held
on April 19, 1994. Shareholders will be
asked to consider and vote upon a proposal to approve and adopt
an Agreement and Plan of Merger dated as
of December 2, 1993, as amended as of January 14, 1994 (the
"Summit Merger Agreement"), by and among
Ornda Healthcorp ("OrNda"), SHL Acquisition Co., a newly formed,
wholly-owned subsidiary of OrNda, and
Summit (the "Merger"). If the Merger is approved by
shareholders, upon its effectiveness, each outstanding
share of Summit Common Stock will be converted into the right to
receive $5.50 in cash and .2157 of a share
of OrNda common stock, par value $.01 per share. As a result of
the Merger Summit will become a wholly-
owned subsidiary of OrNda.
Unless the context otherwise indicates, references
herein to the Company are to Summit Health Ltd.
and its subsidiaries. The principal executive offices of the
Company are located at 2600 West Magnolia
Boulevard, Burbank, California 91507, and its telephone number is
(818) 841-8750.
SELLING SHAREHOLDER
The Selling Shareholder is a director of the Company;
accordingly, he may be deemed an "affiliate"
of the Company within the meaning of the Securities Act. The
following table sets forth as of April 15, 1994,
certain information with regard to the beneficial ownership of
the Common Stock by the Selling Shareholder.
Common Stock Common Stock Beneficially Owned
Beneficially Owned After the Offering
Name and Position Prior to Shares Being
with the Company Offering (2) Offered Number Percent
John E. Anderson,
Director(1) 2,798,500(3),(4) 140,000(5) 2,658,500 8.5%
____________________________________
(1) Mr. Anderson has been a Director of the Company since
the Company's organization in 1977; Mr.
Anderson is also Vice Chairman of the Board of Summit
Care Corporation, a subsidiary of the
Company.
(2) Mr. Anderson has sole voting and investment power over
the Common Stock shown as beneficially
owned, subject to community property laws where
applicable and the information contained in
Notes 3-5 to this table.
(3) Includes 240,000 shares which Mr. Anderson has, or, upon
approval of the Merger, will have, the
right to acquire within 60 days pursuant to the exercise
of options granted by the Company.
(4) Includes 438,500 shares held by a subsidiary of Topa
Equities, Ltd., a corporation wholly-owned by
Mr. Anderson.
(5) All of such shares are issuable on exercise of options
which are not yet exercisable but which
become exercisable pursuant to an acceleration of
vesting resulting from the affirmative vote of the
second to vote of OrNda and Summit shareholders in favor
of the Merger.
PLAN OF DISTRIBUTION
The Selling Shareholder has advised the Company that he plans to
distribute the shares in connection with
the Merger, as described in "General Information."
LEGAL MATTERS
The validity of the Common Stock will be passed upon for the
Company by Kindel & Anderson, Los
Angeles, California, John E. Anderson, Vice Chairman of the
Company is a retired partner of the law firm
of Kindel & Anderson, which has rendered legal services to the
Company and its subsidiaries since they
were organized, and which has been involved in the preparation of
this prospectus and the accompanying
registration statement.
EXPERTS
The consolidated financial statements of the Company appearing
in the Company's Annual Report on
Form 10-K for the year ended June 30, 1993, have been audited by
Ernst & Young, independent auditors, as
set forth in their report thereon included therein and
incorporated herein by reference. Such consolidated
financial statements are incorporated by reference in reliance
upon such report given upon the authority of
such firm as experts in accounting and auditing.
INDEMNIFICATION
Sections 204, 309 and 317 of the California General
Corporation Law (the "CGCL") provide for
the indemnification of directors and officers, and the Company's
Certificate of Incorporation and Bylaws
provides for their indemnification under certain conditions of
directors and officers, acting in their official
capacities.
Insofar as indemnification for liabilities arising under
the Securities Act may be permitted to
directors, officers or controlling persons of the Company
pursuant to CGCL, the Company's Bylaws or
otherwise, the Company has been informed that in the opinion of
the Commission, such indemnification is
against public policy as expressed in the Securities Act and is,
therefore, unenforceable.
SUMMIT HEALTH LTD.
COMMON STOCK
No person is authorized to give information or to
make any representations other than those
contained in this Prospectus and, if given or
made, such information or representations must
not be relied upon as having been authorized by
the Company. Neither the delivery of this
Prospectus nor any sale made hereunder shall,
under any circumstances, create an implication
that the information herein is correct as of any
time subsequent to its date. This Prospectus
does not constitute an offer in any state in which
such offer may not lawfully be made.
PROSPECTUS
April 18, 1994
GENERAL INFORMATION
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
All documents filed by Registrant pursuant to Section 13(a),
13(c), 14 or 15(d) of the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), subsequent to the
date of the filing of this Registration
Statement and prior to the filing of a post-effective amendment
to the Registration Statement which
indicates that all securities registered under this Registration
Statement 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.
The following documents filed with the Commission are
incorporated in this Registration Statement by
reference:
1. Registrant's Annual Report on Form 10-K containing
Registrant's audited financial statements for
the fiscal year ended June 30, 1993 filed pursuant to the
Exchange Act.
2. Registrant's Quarterly Reports on Form 10-Q for the
quarters ended September 30 and December
31, 1993 filed pursuant to the Exchange Act.
3. Registrant's Current Report on Form 8-K dated December
2, 1993 filed pursuant to the Exchange
Act.
4. The description of Registrant's Common Stock contained
in the Registration Statement on Form
S-1 (Registration No. 33-57032) as heretofore amended and filed
with the Commission under the Securities
Act of 1933, as amended (the "Securities Act"), is also deemed
incorporated by reference in this Registration
statement.
5. Registrant's Joint Proxy Statement filed March 17, 1994
pursuant to the Exchange Act.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
John E. Anderson, Vice Chairman of the Board of Directors of the
Registrant, is a retired partner of the
law firm of Kindel & Anderson, which has rendered legal services
to the Registrant and its subsidiaries since
they were organized, which was involved in the preparation of
this Registration Statement and the
accompanying prospectus as originally filed, and which has passed
on the validity of the securities registered
under this Registration Statement.
Item 6. Indemnification of Directors and Officers.
Section 317 of the California General Corporation Law (the
"CGCL") permits Registrant to indemnify its
agents (as defined in Section 317 of the CGCL), which includes
its directors, officers, employees and agents
(collectively, its "Agents"), subject to certain limitations.
Section 204 of the CGCL provides that a
corporation's articles of incorporation may set forth provisions
eliminating or limiting the personal liability of
a director for monetary damages in an action brought by or in the
right of the corporation for breach of a
director's duties to the corporation and its shareholders, as set
forth in Section 309 of the CGCL, subject to
certain limitations. Section 204 of the CGCL further provides
that the articles of incorporation may set forth
provisions authorizing the indemnification of its Agents in
excess of that expressly permitted by Section 317
of the CGCL for those Agents for breach of duty to the
corporation and its shareholders, subject to certain
limitations. Registrant's Articles of Incorporation and Bylaws
contain provisions to eliminate the liability of
its directors to the fullest extent permissible under California
law and which authorize the Registrant to
indemnify its Agents in excess of the indemnification otherwise
permitted by Section 317 of the CGCL,
subject to certain specified limitations. In addition, the
Registrant's Articles and Bylaws authorize the
Registrant to purchase and maintain liability insurance with
affiliate of the Company which insures its Agents
against certain liabilities its Agents may incur in such
capacities. The Registrant has entered into
indemnification agreements with all of its directors and certain
of its key officers which, among other things
and subject to certain exceptions, provide that the Registrant
must indemnify such persons against expenses,
judgments, fines, penalties or amounts paid in settlement of
certain legal actions if the director or officer
acted in good faith and in a manner which he or she reasonably
believed to be in the best interests of the
Registrant, and, with respect to any criminal proceeding, had no
reasonable cause to believe his or her
conduct was unlawful. In addition, Registrant maintains
officers' and directors' liability insurance with
Pembroke Indemnity Ltd., an affiliate of the Registrant, which
insures against certain liabilities that its
officers and directors may incur in such capacities.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
4.1 Articles of Incorporation of Registrant*
4.2 Bylaws of Registrant*
4.3 The description of Registrant's Common Stock contained
in the Registration Statement on Form
S-1 (Registration No. 33-57032) as heretofore amended
and filed with the Commission under the
Securities Act and incorporated by reference in this
Registration Statement.
4.4 Summit Health Ltd. Stock Option Agreement dated as of
October 1, 1990 between
Summit Health Ltd. and John E. Anderson.*
4.5 Summit Health Ltd. Stock Option Agreement dated as of
August 19, 1991 between
Summit Health Ltd. and John E. Anderson.*
5.1 Opinion of Kindel & Anderson.*
24.1 Consent of Kindel & Anderson (contained in Exhibit
5.1).*
24.2 Consent of Ernst & Young.
* Filed as part of this Registration Statement with the
Securities and Exchange Commission on December
31, 1992.
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:
i) To include any prospectus required by
Section 10(a)(3) of the Securities Act of
1933;
ii) To reflect in the Prospectus any
facts or events arising after the effective date
of this Registration Statement (or the most
recent post-effective amendment hereof) which,
individually or in the aggregate, represent a
fundamental change in the information set forth
in this Registration Statement;
iii) To include any material information
with respect to the plan of distribution not
previously disclosed in the Registration
Statement or any material change to such
information in the Registration Statement;
provided, however, that paragraphs (a)(1)(i) and
(a)(1)(ii) do not apply if the information required
to be included in a post-effective amendment by those
paragraphs is contained in periodic reports
filed by the Registrant pursuant to Section 13 or Section
15(d) of the Securities Exchange Act of
1934 that are incorporated by reference in this
Registration Statement.
(2) That, for the purpose of determining any
liability under the Securities Act of 1933,
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.
(4) For purposes of determining any liability
under the Securities Act of 1933, each
filing of the Registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing
of an employee benefit plan's annual
report pursuant to section 15(d) of the Securities
Exchange Act of 1934) 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.
B. Insofar as indemnification for liabilities
arising under the Securities Act of 1933 may be
permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing
provisions, 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 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 Act and will be
governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act, 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 New York, State of New York, on April 15, 1993.
SUMMIT HEALTH LTD.
By: /s/ DONALD J. AMARAL
Donald J. Amaral, Director
President and Chief Operating Officer
(Principal Executive Officer)
Pursuant to the requirements of the Securities Act of
1933, as amended, this Registration
Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
/s/ DON FREEBERG
Don Freeberg Chairman of the Board April 15, 1994
/s/ DEAN STALEY
Dean Staley President and
Chief Financial Officer
(Principal Financial Officer)
(Principal Accounting Officer) April 15, 1994
/s/ CLARK D. McQUAY
Clark D. McQuay Director April 15, 1994
/s/ HOWARD P. MARGULEAS
Howard P. Marguleas Director April 15, 1994
EXHIBIT INDEX
Sequential
Numbering
Exhibits Page No.
4.1 Articles of Incorporation of Registrant*
4.2 Bylaws of Registrant*
4.3 The description of Registrant's Common Stock contained
in the Registration
Statement on Form S-1 (Registration No. 33-57032) as
heretofore amended and filed
with the Commission under the Securities Act and
incorporated by reference in this
Registration Statement.
4.4 Summit Health Ltd. Stock Option Agreement dated as of
December 1, 1990 between
Summit Health Ltd. and John E. Anderson.*
4.5 Summit Health Ltd. Stock Option Agreement dated as of
August 19, 1991 between
Summit Health Ltd. and John E. Anderson.*
5.1 Opinion of Kindel & Anderson.*
24.1 Consent of Kindel & Anderson (contained in Exhibit
5.1).*
24.2 Consent of Ernst & Young.
* Filed as part of this Registration Statement with the
Securities and Exchange Commission on December
31, 1992.