AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 6, 2006
REGISTRATION NO. 333-
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
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NATIONAL HEALTH PARTNERS, INC.
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(Exact Name of Registrant as Specified in its Charter)
INDIANA 04-3786176
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(State or Other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation of Organization)
120 GIBRALTAR ROAD, SUITE 107
HORSHAM, PENNSYLVANIA 19044
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(Address of Principal Executive Offices) (Zip Code)
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NATIONAL HEALTH PARTNERS, INC. 2006 STOCK INCENTIVE PLAN
(Full Title of the Plan)
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David M. Daniels
Chief Executive Officer
National Health Partners, Inc.
120 Gibraltar Road, Suite 107
Horsham, PA 19044
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(Name and Address of Agent for Service)
(215) 682-7114
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(Telephone Number, Including Area Code, of Agent for Service)
CALCULATION OF REGISTRATION FEE
Amount of Proposed Maximum Proposed Amount of
Title of Each Class of Shares to be Offering Maximum Aggregate Registration
Securities to be Registered Registered (1) Price Per Share (2) Offering Price (2) Fee (2)
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Common stock 4,500,000 $1.50 $6,750,000 $722.25
(1) Pursuant to Rule 416 under the Securities Act, this registration
statement also covers an indeterminate number of additional shares of
common stock issuable with respect to the shares being registered hereunder
by reason of any stock dividend, stock split, recapitalization or other
similar transaction effected without the receipt of consideration that
increases the number of the registrant's outstanding shares of common
stock.
(2) Estimated pursuant to Rule 457(h) under the Securities Act for the purpose
of determining the registration fee.
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EXPLANATORY NOTE
This registration statement registers a total of 4,500,000 shares of
common stock, par value $.001 per share, of National Health Partners, Inc., an
Indiana corporation, that may be issued and sold under the National Health
Partners, Inc. 2006 Stock Incentive Plan.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
We are subject to the informational and reporting requirements of
Sections 13(a), 14 and 15(d) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), and in accordance therewith file reports, proxy statements
and other information with the Securities and Exchange Commission (the "SEC").
The following documents that we heretofore filed with the SEC pursuant to the
Exchange Act are incorporated herein by reference:
(a) Our prospectus filed with the SEC pursuant to Rule 424(b)(3) of the
Securities Act of 1933, as amended (the "Securities Act") on January 27, 2006,
which relates to our Registration Statement on Form SB-2, File No. 333-126315.
(b) The description of our common stock contained in our registration
statement on Form 8-A filed with the SEC on January 17, 2006, including any
amendments or reports filed for the purpose of updating such description.
All documents that we subsequently file with the SEC pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of
a post-effective amendment that indicates that all securities offered hereby
have been sold or that deregisters all securities then remaining unsold, shall
be deemed to be incorporated by reference in this registration statement and to
be part hereof from the date of the filing of such documents. Any statement
contained in a document incorporated or deemed to be incorporated by reference
herein shall be deemed to be modified or superseded for the purposes of this
registration statement to the extent that a statement contained herein or in any
other subsequently filed document that also is incorporated or 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 registration statement.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Indiana Business Corporation Law (the "IBCL") provides that an
Indiana corporation may indemnify an individual made a party to a proceeding
because the individual is or was a director against liability incurred in the
proceeding provided such person acted in good faith and in a manner he
reasonably believed to be in or not opposed to the corporation's best interests
and, with respect to any criminal action or proceeding, had no reasonable cause
to believe that his conduct was unlawful. Unless limited by its articles of
incorporation, an Indiana corporation must indemnify a director who was wholly
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successful, on the merits or otherwise, in the defense of any proceeding to
which the director was a party because the director is or was a director of the
corporation against reasonable expenses incurred by the director in connection
with the proceeding. Our articles of incorporation do not limit our obligations
to so indemnify our directors.
The IBCL also provides that, unless the corporation's articles of
incorporation provide otherwise: (i) an officer of an Indiana corporation,
whether or not a director, is entitled to mandatory indemnification and is
entitled to apply for court-ordered indemnification to the same extent as a
director; (ii) the corporation may indemnify and advance expenses to an officer,
employee or agent of the corporation, whether or not a director, to the same
extent as to a director; and (iii) the corporation may also indemnify and
advance expenses to an officer, employee or agent, whether or not a director, to
the extent, consistent with public policy, it is permitted to do so by its
articles of incorporation, bylaws, general or specific action of its board of
directors, or contract. Our articles of incorporation do not limit our ability
to so indemnify our officers.
We are authorized to enter into indemnification agreements with our
directors, officers, employees and agents, and those serving at the request of
the corporation as a director, officer, employee or agent of another corporation
or enterprise, which may, in some cases, be broader than the specific
indemnification provisions set forth in the IBCL. In addition, we are authorized
to purchase and maintain insurance on behalf of these persons to indemnify them
for expenses and liabilities incurred by them by reason of their being or having
been such a director, officer, employee or agent, regardless of whether we have
the power to indemnify such persons against such expenses and liabilities under
our articles of incorporation, our bylaws, the IBCL, or otherwise. We have not
entered into any such agreements or obtained such insurance.
Reference is made to Item 9 for our undertakings with respect to
indemnification of liabilities arising under the Securities Act of 1933, as
amended.
ITEM 8. EXHIBITS.
The following exhibits are filed as part of this registration
statement:
Exhibit No. Exhibit
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5.1 Opinion of Carson Boxberger LLP
23.1 Consent of H J & Associates, LLC
23.2 Consent of Carson Boxberger LLP (included in Exhibit 5.1)
24.1 Power of Attorney (included on the signature page)
99.1 National Health Partners, Inc. 2006 Stock Incentive Plan
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ITEM 9. UNDERTAKINGS.
The undersigned Registrant hereby undertakes to:
1. file, during any period in which it offers or sells securities, a
post-effective amendment to this registration statement to:
(i) include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933, as amended (the "Securities Act");
(ii) reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most recent
post-effective amendment thereto) which, individually or together, represent a
fundamental change in the information in the registration statement.
Notwithstanding the foregoing, any increase or decrease in volume of securities
offered (if the total dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of prospectus
filed with the Securities and Exchange Commission pursuant to Rule 424(b) if, in
the aggregate, the changes in volume and price represent no more than a 20
percent change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective registration statement;
and
(iii) include any additional or changed material information
on the plan of distribution.
2. for the purpose of determining liability under the Securities Act,
treat each post-effective amendment as a new registration statement of the
securities offered, and the offering of such securities at that time to be the
initial bona fide offering thereof.
3. file a post-effective amendment to remove from registration any of
the securities being registered that remain unsold at the termination of the
offering.
4. for the purpose of determining liability of the Registrant under the
Securities Act to any purchaser in the initial distribution of the securities,
the Registrant undertakes that in a primary offering of securities of the
Registrant pursuant to this registration statement, regardless of the
underwriting method used to sell the securities to the purchaser, if the
securities are offered or sold to such purchaser by means of any of the
following communications, the Registrant will be a seller to the purchaser and
will be considered to offer or sell such securities to such purchaser:
(i) any preliminary prospectus or prospectus of the Registrant
relating to the offering required to be filed pursuant to Rule 424 (ss.230.424
of this chapter);
(ii) any free writing prospectus relating to the offering
prepared by or on behalf of the Registrant or used or referred to by the
Registrant;
(iii) the portion of any other free writing prospectus
relating to the offering containing material information about the Registrant or
its securities provided by or on behalf of the Registrant; and
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(iv) any other communication that is an offer in the offering
made by the Registrant to the purchaser.
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 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
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.
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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 Horsham, Commonwealth of Pennsylvania, on the 6th day
of February, 2006.
NATIONAL HEALTH PARTNERS, INC.
By: /s/ David M. Daniels
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David M. Daniels
Chief Executive Officer
KNOW ALL PERSONS BY THESE PRESENTS, that each of the undersigned
individuals constitutes and appoints David M. Daniels, Roger H. Folts and Alex
Soufflas, or any of them, his true and lawful attorney-in-fact and agent with
full power of substitution and resubstitution, for him in his name, place and
stead, 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 all documents in connection therewith, with the
SEC, granting unto said attorneys-in-fact and agents, and each of them, full
power and authority to do and perform each and every act and thing requisite and
necessary to be done in or about the premises, as fully to all intents and
purposes as he or she might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or any of them, or their,
his or her substitute or substitutes, may lawfully do or cause to be done by
virtue thereof.
Pursuant to the requirements of the Securities Act, this registration
statement has been signed by the following persons in the capacities and on the
date indicated:
Signature Title Date
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/s/ David M. Daniels Chief Executive Officer February 6, 2006
- -------------------------- and Chairman of the Board
David M. Daniels (Principal Executive
Officer)
/s/ Roger H. Folts Chief Financial Officer February 6, 2006
- -------------------------- (Principal Financial and
Roger H. Folts Accounting Officer)
EXHIBIT INDEX
Exhibit No. Exhibit
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5.1 Opinion of Carson Boxberger LLP
23.1 Consent of H J & Associates, LLC
23.2 Consent of Carson Boxberger LLP (included in Exhibit 5.1)
24.1 Power of Attorney (included on the signature page)
99.1 National Health Partners, Inc. 2006 Stock Incentive Plan