As filed with the Securities and Exchange Commission on April 24, 1995
Registration No. 33-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
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HEALTHCARE SERVICES GROUP, INC.
PENNSYLVANIA 23-2018365
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2643 HUNTINGDON PIKE 19006
HUNTINGDON VALLEY, PENNSYLVANIA (Zip Code)
(Address of principal executive offices)
1991 INCENTIVE STOCK OPTION PLAN, 1995 INCENTIVE
AND NONQUALIFIED STOCK OPTION PLAN, OPTIONS
HELD BY DIRECTORS AND/OR CONSULTANTS, AND
1995 DIRECTORS' STOCK OPTION PLAN
(Full Title of the Plan)
DANIEL P. MCCARTNEY
CHAIRMAN AND CHIEF EXECUTIVE OFFICER
HEALTHCARE SERVICES GROUP, INC.
2643 HUNTINGDON PIKE
HUNTINGDON VALLEY, PENNSYLVANIA 19006
(Name and Address of agent for service)
(215) 938-1661
(Telephone number, including area code, of agent for service)
WITH A COPY TO:
VICTOR M. ROSENZWEIG, ESQ.
OLSHAN GRUNDMAN FROME & ROSENZWEIG
505 PARK AVENUE
NEW YORK, NEW YORK 10022
(212) 753-7200
Approximate date of proposed sales pursuant to the plan:
FROM TIME TO TIME AFTER THE EFFECTIVE DATE OF THIS REGISTRATION STATEMENT.
CALCULATION OF REGISTRATION FEE
================================================================================================================================
Proposed Proposed
maximum maximum
Title of Amount offering aggregate Amount of
securities to be price offering registration
to be registered registered per share price fee
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Common Stock
$.01 par value 450,000 shares(1)(2) $ 10.2637698 $ 4,618,696.41 $ 1,572.65
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Common Stock
$.01 par value 297,717 shares(1)(3) $ 9.87 $ 2,938,466.79 $ 1,013.26
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Common Stock
$.01 par value 500,000 shares (4) $ 11.375 $ 5,687,500.00 $ 1,961.21
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Common Stock
$.01 par value 150,000 shares $ 11.375 $ 1,706,250.00 $ 588.36
================================================================================================================================
(1) There are also registered hereby such indeterminate number of shares of
Common Stock as may become issuable by reason of the operation of the
anti-dilution provisions of the 1991 Incentive Stock Option Plan (the "1991
Plan") of Healthcare Services Group, Inc. (the "Company"), the 1995 Incentive
and Non-Qualified Stock Option Plan (the "1995 Plan") of the Company, stock
option agreements between the Company and Directors and/or consultants or the
1995 Directors' Stock Option Plan (the "Directors' Plan").
(2) The contents of Registration Statements on Form S-8 (No. 2-99215), (No.
2-95092), and (33-35915) are incorporated by reference. Includes 330,461 shares
with respect to which options were granted under the 1991 Plan at an average
exercise price of $9.8618. An additional 119,539 shares may be offered under the
1991 Plan at prices not presently determined. Pursuant to Rule 457(g) and (h),
the offering price for the shares which may be issued under the 1991 Plan is
estimated solely for the purpose of determining the registration fee and is
based on the average of the high and low prices of the Company's Common Stock
($11.375) as reported by the Nasdaq National Market ("Nasdaq") on April 18,
1995.
(3) Represents Common Stock to be issued upon the exercise of options held by
Directors and/or consultants, which have an average exercise price of $9.87 per
share.
(4) Consists of 500,000 shares with respect to which options may be granted
under the 1995 Plan. Pursuant to Rule 457(g) and (h), the offering price for the
shares which may be issued under the 1995 Plan is estimated solely for the
purpose of determining the registration fee and is based on the average of the
high and low prices of the Company's Common Stock ($11.375) as reported by
Nasdaq on April 18, 1995. The adoption of the 1995 Plan is subject to the
approval by the shareholders of the Company at the Company's next annual meeting
of shareholders.
(5) Consists of 150,000 shares with respect to which options may be granted
under the Directors' Plan. Pursuant to Rule 457(g) and (h), the offering price
for the shares which may be issued under the Directors' Plan is estimated solely
for the purpose of determining the registration fee and is based on the average
of the high and low prices of the Company's Common Stock ($11.75) as reported
by Nasdaq on April 21, 1995. The adoption of the Director's Plan is subject to
the approval by shareholders of the Company at the Company's next annual meeting
of shareholders.
================================================================================
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Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor may
offers to buy be accepted prior to the time the registration statement becomes
effective. This prospectus shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of these securities
in any State in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such State.
SUBJECT TO COMPLETION, DATED APRIL 24, 1995
PROSPECTUS
458,000 SHARES
HEALTHCARE SERVICES GROUP, INC.
Common Stock, $.01 par value
This Prospectus relates to the reoffer and resale by certain selling
shareholders who may be deemed affiliates (the "Selling Shareholders") of shares
(the "Shares") of Common Stock, $.01 par value (the "Common Stock") of
Healthcare Services Group, Inc. (the "Company") that may be issued by the
Company to the Selling Shareholders upon the exercise of outstanding stock
options granted pursuant to (i) the Company's 1991 Incentive Stock Option Plan
for key employees (the "1991 Plan"), (ii) the Company's 1995 Incentive and Non-
Qualified Stock Option Plan (the "1995 Plan"), (iii) stock options held by
Directors pursuant to Stock Option Agreements with the Company and (iv) the
Company's Directors' Stock Option Plan (the "Directors' Plan"). Certain Selling
Shareholders may be deemed affiliates of the Company as such term is defined by
Rule 405 of the Securities Act of 1933, as amended (the "Act"). With respect to
the Shares that may be issued to the Selling Shareholders or additional
affiliates under the 1991 Plan, the 1995 Plan and the Directors' Plan, this
Prospectus also relates to certain Shares underlying options which have not as
of this date been granted. If and when such options are granted, the Company
will distribute a Prospectus Supplement as required by the Act.
The offer and sale of the Shares to the Selling Shareholders have been
previously registered under the Act. The Shares are being reoffered and may be
resold for the account of the Selling Shareholders and the Company will not
receive any of the proceeds from the resale of the Shares.
The Selling Shareholders have advised the Company that the resale of
their Shares may be effected from time to time in one or more transactions on
the NASDAQ National Market ("NASDAQ"), in negotiated transactions or otherwise
at market prices prevailing at the time of the sale or at prices otherwise
negotiated. See "Plan of Distribution." The Company will bear all expenses in
connection with the preparation of this Prospectus.
The Common Stock of the Company is traded on NASDAQ under the symbol
"HCSG". On April 21, 1995, the closing price for the Common Stock, as reported
by NASDAQ, was $11.75.
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.
The date of this Prospectus is _______ __, 1995.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith files reports, proxy statements and other information with
the Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements and other information can be inspected and copied at the public
reference facilities maintained by the Commission at Judiciary Plaza, 450 Fifth
Street, N.W., Washington, D.C. 20549; Northwest Atrium Center, Suite 1400, 500
West Madison Street, Chicago, Illinois 60661; and Seven World Trade Center, 13th
Floor, New York, New York 10048. Copies of such material can be obtained from
the Public Reference Section of the Commission at Judiciary Plaza, 450 Fifth
Street, N.W., Washington, D.C. 20549, at prescribed rates.
TABLE OF CONTENTS
AVAILABLE INFORMATION................................................... 2
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE......................... 3
GENERAL INFORMATION..................................................... 4
USE OF PROCEEDS......................................................... 4
SELLING SHAREHOLDERS.................................................... 4
PLAN OF DISTRIBUTION.................................................... 5
LEGAL MATTERS........................................................... 5
ADDITIONAL INFORMATION.................................................. 5
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INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The Company's Annual Report on Form 10-K for the year ended December
31, 1994 is incorporated by reference in this Prospectus and shall be deemed to
be a part hereof. All documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the termination
of this offering, are deemed to be incorporated by reference in this Prospectus
and shall be deemed to be a part hereof from the date of filing of such
documents.
The Company's Application for Registration of its Common Stock under
Section 12(g) of the Exchange Act filed on April 30, 1984, is incorporated by
reference in this Prospectus and shall be deemed to be a part hereof.
The Company hereby undertakes to provide without charge to each person
to whom a copy of this Prospectus has been delivered, on the written or oral
request of any such person, a copy of any or all of the documents referred to
above which have been or may be incorporated in this Prospectus by reference,
other than exhibits to such documents. Written requests for such copies should
be directed to Healthcare Services Group, Inc., 2643 Huntingdon Pike, Huntingdon
Valley, Pennsylvania 19006, Attention: Richard Hudson. Oral requests should be
directed to such officer (telephone number (215) 938-1661).
------------------------------
No dealer, salesman or other person has been authorized to give any
information or to make any representations other than those contained in this
Prospectus in connection with the offer made hereby, and, if given or made, such
information or representations must not be relied upon as having been authorized
by the Company or any Selling Shareholder. This Prospectus does not constitute
an offer to sell, or a solicitation of an offer to buy, the securities offered
hereby to any person in any state or other jurisdiction in which such offer or
solicitation is unlawful. The delivery of this Prospectus at any time does not
imply that information contained herein is correct as of any time subsequent to
its date.
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GENERAL INFORMATION
The Company provides housekeeping, laundry and linen services to
long-term care facilities, including nursing homes and retirement complexes. The
Company believes that it is the largest provider of contractual housekeeping and
laundry services to the long-term care industry in the United States, rendering
such services to more than 800 facilities in 41 states and Canada.
The Company's principal executive offices are located at 2643
Huntingdon Pike, Huntingdon Valley, Pennsylvania 19006. The Company's telephone
number at such location is (215) 938-1661.
The Shares offered hereby were or will be purchased by the Selling
Shareholders upon exercise of options granted to them and will be sold for the
account of the Selling Shareholders.
USE OF PROCEEDS
The Company will receive the exercise price of the options when
exercised by the holders thereof. Such proceeds will be used for working capital
purposes by the Company. The Company will not receive any of the proceeds from
the reoffer and resale of the Shares by the Selling Shareholders.
SELLING SHAREHOLDERS
This Prospectus relates to the reoffer and resale of Shares issued or
that may be issued to the Shareholders (who are deemed to be affiliates) under
the Stock Option Agreements or the 1991 Plan, the 1995 Plan or the Directors'
Plan.
The following table sets forth (i) the number of shares of Common Stock
beneficially owned by each Selling Shareholder at April 10, 1995, (ii) the
number of Shares of Common Stock to be offered for resale by each Selling
Shareholder and (iii) the number and percentage of shares of Common Stock to be
held by each Selling Shareholder after completion of the offering.
Number of shares of
Class A Common Stock/
Number of Percentage of Class to
Number of shares of Shares to be be Owned After
Common Stock Owned at Offered for Completion of the
Name April 10, 1995(1) Resale Offering
- ---------------------------------------- ------------------------ ----------------- ------------------------
Daniel P. McCartney(2).................. 943,106 75,000 868,106/10.8%
Joseph F. McCartney(3).................. 55,750 50,500 5,250/*
W. Thacher Longstreth(4)................ 41,500 41,500 0/*
Barton D. Weisman(5).................... 61,500(6) 53,500 8,000/*
Robert L. Frome(7)...................... 51,037 41,500 9,537/*
Thomas A. Cook(8)....................... 152,000 152,000 0/*
John M. Briggs(9)....................... 16,000 12,000 4,000/*
Robert J. Moss(10)...................... 32,000 32,000 0/*
- ---------------
* less than one percent
(1) Includes shares issuable upon the exercise of options.
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(1) Includes shares issuable upon the exercise of options.
(2) Daniel P. McCartney has been Chief Executive Officer and Chairman of the
Board of the Company since 1977.
(3) Joseph F. McCartney has been a Director of the Company since 1983 and
Regional Vice President of the Company for more than five (5) years.
(4) W. Thacher Longstreth has been a Director of the Company since 1983.
(5) Barton D. Weisman has been a Director of the Company since 1983.
(6) Excludes 5,250 shares held by Mr. Weisman's wife, as to which shares he
disclaims beneficial ownership.
(7) Robert L. Frome has been a Director of the Company since 1983. See also
"Legal Matters".
(8) Thomas A. Cook has been a Director of the Company since 1987; President of
the Company since July, 1993 and prior thereto was Executive Vice President
and Chief Financial Officer of the Company for more than five (5) years.
(9) John M. Briggs has been a Director of the Company since 1993.
(10) Robert J. Moss has been a Director of the Company since 1992.
PLAN OF DISTRIBUTION
It is anticipated that all of the Shares will be offered by the Selling
Shareholders from time to time in the open market, either directly or through
brokers or agents, or in privately negotiated transactions. The Selling
Shareholders have advised the Company that they are not parties to any
agreement, arrangement or understanding as to such sales.
LEGAL MATTERS
Certain legal matters in connection with the issuance of the Shares
offered hereby have been passed upon for the Company by Messrs. Olshan Grundman
Frome & Rosenzweig, New York, New York 10022. Robert L. Frome, a member of
Olshan Grundman Frome & Rosenzweig, is a director and owns 9,537 shares and
holds options to purchase 41,500 shares of Common Stock of the Company. Victor
M. Rosenzweig, a member of Olshan Grundman Frome & Rosenzweig, also holds
options to purchase 10,000 shares of Common Stock. The shares underlying certain
of the options held by Mr. Frome and all of the options held by Mr. Rosenzweig
are being registered concurrently with this Prospectus. The balance of the
shares underlying certain of the options held by Mr. Frome were previously
registered.
ADDITIONAL INFORMATION
The Company has filed with the Securities and Exchange Commission a
Registration Statement on Form S-8 under the Securities Act with respect to the
Shares offered hereby. For further information with respect to the Company and
the securities offered hereby, reference is made to the Registration Statement.
Statements contained in this Prospectus as to the contents of any contract or
other document are not necessarily complete, and in each instance, reference is
made to the copy of such contract or document filed as an exhibit to the
Registration Statement, such statement being qualified in all respects by such
reference.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed with the Securities and Exchange Commission
(the "Commission") are incorporated herein by reference and made a part hereof:
(a) Healthcare Services Group, Inc.'s (the "Company") Annual Report on
Form 10-K for the fiscal year ended December 31, 1994;.
(b) The description of the Company's securities contained in the
Company's Registration Statement on Form 8- A filed April 30, 1984.
All reports and other documents subsequently filed by the Company pursuant
to Sections 13, 14 and 15(d) of the Securities Exchange Act of 1934, as amended,
prior to the filing of a post-effective amendment which indicates that all
securities offered hereby have been sold or which deregisters all securities
remaining unsold, shall be deemed to be incorporated by reference herein and to
be a part hereof from the date of the filing of such reports and documents.
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable.
ITEM 5. INTEREST OF NAMED EXPERTS AND COUNSEL
Certain legal matters in connection with the issuance of the Shares offered
hereby have been passed upon for the Company by Messrs. Olshan Grundman Frome &
Rosenzweig, New York, New York 10022. Robert L. Frome, a member of such firm, is
a Director of the Company and holds 9,537 shares of the Company's Common Stock,
$.01 par value (the "Common Stock") and has been granted options to purchase
41,500 shares of which options to purchase 36,500 shares are being registered
hereby. Victor M. Rosenzweig, a member of such firm, is a Director of the
Company and has been granted options to purchase 10,000 shares of Common Stock
all of which are being registered hereby.
ITEM 6. INDEMNIFICATION OF OFFICERS AND DIRECTORS
Sections 1741 through 1750 of Subchapter C of Chapter 17 of the
Pennsylvania Business Corporation Law (the "BCL") contain, among other things,
provisions for mandatory and discretionary
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indemnification of a corporation's directors, officers and other personnel.
Under Section 1741, unless otherwise limited by its by-laws, a corporation
has the power to indemnify directors and officers under certain prescribed
circumstances against expenses (including attorney's fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred in connection with a
threatened, pending or completed action or proceeding, whether civil, criminal,
administrative or investigative, to which any of them is a party or threatened
to be made a party by reason of his being a representative, director or officer
of the corporation or serving at the request of the corporation as a
representative of another corporation, partnership, joint venture, trust or
other enterprise, if he acted in good faith and in a manner he reasonably
believed to be in, or not opposed to, the best interests of the corporation and,
with respect to any criminal proceeding, had no reasonable cause to believe his
conduct was unlawful. The termination of any action or proceeding by judgment,
order, settlement or conviction or upon a plea of nolo contendere or its
equivalent does not of itself create a presumption that the person did not act
in good faith and in a manner that he reasonably believed to be in, or not
opposed to, the best interests of the corporation and, with respect to any
criminal proceeding, had reasonable cause to believe that his conduct was
unlawful.
Section 1742 provides for indemnification with respect to derivative
actions similar to that provided by Section 1741. However, indemnification is
not provided under Section 1742 with respect to any claim, issue or matter as to
which a director or officer has been adjudged to be liable to the corporation
unless and only to the extent that the proper court determines upon application
that, despite the adjudication of liability but in view of all of the
circumstances of the case, a director or officer is fairly and reasonably
entitled to indemnity for the expenses that the court deems proper.
Section 1743 provides that indemnification against expenses is mandatory to
the extent that the director or officer has been successful on the merits or
otherwise in defense of any such action or proceeding referred to in Section
1741 or 1742.
Section 1744 provides that unless ordered by a court, any indemnification
under Section 1741 or 1742 shall be made by the corporation as authorized in the
specific case upon a determination that indemnification of directors and
officers is proper because the director or officer met the applicable standard
of conduct, and such determination will be made by the board of directors by a
majority vote of a quorum of directors not parties to the action or proceeding;
if a quorum is not obtainable or if obtainable and a majority of disinterested
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directors so directs, by independent legal counsel; or by the shareholders.
Section 1745 provides that expenses incurred by a director or officer in
defending any action or proceeding referred to in the Subchapter may be paid by
the corporation in advance of the final disposition of such action or proceeding
upon receipt of an undertaking by or on behalf of such director or officer to
repay such amount if it shall ultimately be determined that he is not entitled
to be indemnified by the corporation.
Section 1746 provides generally that except in any case where the act or
failure to act giving rise to the claim for indemnification is determined by a
court to have constituted willful misconduct or recklessness, the
indemnification and advancement of expenses provided by the Subchapter shall not
be deemed exclusive of any other rights to which a director or officer seeking
indemnification or advancement of expenses may be entitled under any bylaw,
agreement, vote of shareholders or disinterested directors or otherwise, both as
to action in his official capacity and as to action in another capacity while
holding that office.
Section 1747 also grants a corporation the power to purchase and maintain
insurance on behalf of any director or officer against any liability incurred by
him in his capacity as officer or director, whether or not the corporation would
have the power to indemnify him against the liability under this Subchapter of
the BCL.
Sections 1748 and 1749 apply the indemnification and advancement of
expenses provisions contained in the Subchapter to successor corporations
resulting from consolidation, merger or division and to service as a
representative of a corporation or an employee benefit plan.
The foregoing provisions substantially overlap the provisions of the
Pennsylvania Directors' Liability Act, 42 Pa. C.S. Section 8365, which are also
applicable to the Company.
Article XI of the Company's By-laws provides, in part, that the Company
shall indemnify its directors, officers, employees and agents to the fullest
extent permitted by the BCL.
Article XII of the Company's By-laws provides, in part, that:
"A Director shall not be liable for monetary damages as such for any
action taken, or any failure to take action, unless (1): the director has
breached or failed to perform the duties of his office under Section 8363
of the Pennsylvania Consolidated Statutes and the breach or failure
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to perform constitutes self-dealing, willful misconduct or recklessness;
provided, however, that the foregoing provision shall not relieve a
director of responsibility or liability of a director pursuant to any
criminal statute or for the payment of taxes pursuant to local, state or
Federal law."
The Company has purchased director and officer liability insurance for its
directors and officers.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
4(a) - Form of Non-Qualified Stock Option Agreement
granted to certain Directors (incorporated by
reference to Exhibit 10.9 of the Company's
Registration Statement on Form S-1 (Commission
File No. 2-98089)).
4(b) - Form of Stock Option Agreement for Consultants.
4(c) - 1991 Incentive Stock Option Plan as amended
(incorporated by reference to Exhibit 10.1 of the
Registrant's Registration Statement on Form S-18
(Commission File No. 2-87625-W)).
4(d) - 1995 Incentive and Non-Qualified Stock Option Plan
(the "1995 Plan").
4(e) - Form of Option Agreement for the 1995 Plan.
4(f) - 1995 Directors' Stock Option Plan (the "Directors'
Plan")
4(g) - Form of Option Agreement for the Directors' Plan
5 - Opinion of Olshan Grundman Frome & Rosenzweig.
23(a) - Consent of Grant Thornton, independent auditors.
23(b) - Consent of Olshan Grundman Frome & Rosenzweig
(included in its opinion filed as Exhibit 5).
24 - Powers of Attorney (included on page 12).
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:
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(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 the Registration Statement (or
the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental
change in the information set forth in the 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 (i) and (ii) above 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 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in the
Registration Statement;
(2) That, for the purposes 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; and
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered that 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 of 1933, each filing
of the registrant's annual report pursuant to Section 13(a) or 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
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that time shall be deemed to be the initial bona fide offering thereof.
C. 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 Securities Act of 1933 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 a 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 of 1933 and will be
governed by the final adjudication of such issue.
D. The undersigned registrant hereby undertakes to deliver or cause to be
delivered with the prospectus, to each person to whom the prospectus is
sent or given, a copy of the registrant's latest annual report to
stockholders that is incorporated by reference in the prospectus and
furnished pursuant to and meeting the requirements of Rule 14a-3 or
Rule 14c-3 under the Securities Exchange Act of 1934; and, where
interim financial information required to be presented by Article 3 of
Regulation S-X is not set forth in the prospectus, to deliver, or cause
to be delivered to each person to whom the prospectus is sent or given,
the latest quarterly report that is specifically incorporated by
reference in the prospectus to provide such interim financial
information.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, 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 Huntingdon, State of Pennsylvania, on this 18th day
of April, 1995.
HEALTHCARE SERVICES GROUP, INC.
(Registrant)
/s/ Daniel P. McCartney
---------------------------------------------------------
Daniel P. McCartney, Chief Executive Officer and Chairman
POWER OF ATTORNEYS AND SIGNATORIES
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 date indicated. Each of the undersigned officers and
directors of Healthcare Services Group, Inc. hereby constitutes and appoints
Daniel P. McCartney and Thomas A Cook and each of them singly, as true and
lawful attorneys-in-fact and agents with full power of substitution and
resubstitution, for him in his name 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 all exhibits thereto, and other documents
in connection therewith, with the Securities and Exchange Commission and to
prepare any and all exhibits thereto, and other documents in connection
therewith, and to make any applicable state securities law or blue sky filings,
granting unto said attorneys-in-fact and agents, full power and authority to do
and perform each and every act and thing requisite or necessary to be done to
enable Healthcare Services Group, Inc. to comply with the provisions of the
Securities Act of 1933, as amended, and all requirements of the Securities and
Exchange Commission, as fully to all intents and purposes as he might or could
do in person, hereby ratifying and confirming all that said attorneys-in-fact
and agents, or their substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.
SIGNATURE TITLE DATE
/s/ Daniel P. McCartney
- ------------------------- Chief Executive Officer and April 18, 1995
Daniel P. McCartney Chairman
/s/ Thomas A. Cook
- ------------------------- Director and President April 18, 1995
Thomas A. Cook
/s/ W. Thacher Longstreth
- ------------------------- Director April 18, 1995
W. Thacher Longstreth
/s/ Barton D. Weisman
- ------------------------- Director April 18, 1995
Barton D. Weisman
/s/ Robert L. Frome
- ------------------------- Director April 18, 1995
Robert L. Frome
/s/ John M. Briggs
- ------------------------- Director April 18, 1995
John M. Briggs
/s/ Robert J. Moss
- ------------------------- Director April 18, 1995
Robert J. Moss
/s/ James L. DiStefano
- ------------------------- Chief Financial Officer April 18, 1995
James L. DiStefano and Treasurer
/s/ Richard W. Hudson
- ------------------------- Vice President - Finance April 18, 1995
Richard W. Hudson and Secretary (Principal
Accounting Officer)
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