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As filed with the Securities and Exchange Commission
on May 24, 1996
Registration No.
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
THE MULTICARE COMPANIES, INC.
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(Exact name of registrant as specified in its charter)
Delaware
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(State or other jurisdiction of incorporation or organization)
22-3152527
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(I.R.S. Employer Identification No.)
411 Hackensack Avenue, Hackensack, New Jersey 07601
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(Address of principal executive offices) (Zip Code)
THE MULTICARE COMPANIES, INC. NON-EMPLOYEE
DIRECTORS RETAINER AND MEETING FEE PLAN
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(Full title of the plan)
BRADFORD C. BURKETT, ESQ.
Vice President and General Counsel
The Multicare Companies, Inc.
411 Hackensack Avenue
Hackensack, New Jersey 07601
(201) 488-8818
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(Name, address and telephone number of agent for service)
CALCULATION OF REGISTRATION FEE
=============================================================================================================
Title of Securities Amount to be Proposed Proposed Amount of
to be Registered Registered Maximum Maximum Registration Fee
Offering Price per Aggregate Offering
Share * Price *
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Common Stock 50,000 shares $30.438 $1,521,900 $524.79
$0.01 par Value
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* Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h) under the Securities Act of 1933, as amended, based
upon the average of the high and low prices reported in the New York Stock
Exchange consolidated reporting system as of May 20, 1996.
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PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 3. Incorporation of Documents By Reference.
The Registrant (also referred to herein as the "Company") hereby
incorporates by reference into this Registration Statement the following
documents:
(a) The Registrant's Annual Report on Form 10-K for the year ended
December 31, 1995.
(b) All other reports, if any, filed by the Registrant pursuant to
Sections 13(a) or 15(d) of the Securities Exchange Act of 1934 (the "Exchange
Act") since March 31, 1996.
(c) The description of the Registrant's Common Stock, $.01 par
value, set forth in the Company's Registration Statement on Form 8-A dated
August 16, 1995 ("Common Stock").
All documents filed by the Registrant with the Commission after the
date of this Registration Statement under Sections 13(a), 13(c), 14 and 15(d)
of the Exchange Act, and before the filing of a post-effective amendment which
indicates that all securities offered hereunder have been sold or which
deregisters all securities then remaining unsold, will be deemed to be
incorporated by reference into this Registration Statement and to be a part
hereof from the date of filing of such documents. Any statement contained
herein or in a document incorporated or deemed to be incorporated by reference
herein shall be deemed to be modified or misrepresented for purposes of this
Prospectus to the extent that a statement contained herein (with respect to a
statement contained in a document incorporated by reference herein) or in any
subsequently filed document which also is incorporated or deemed to be
incorporated by reference herein modifies or supersedes such statement. Any
such statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Prospectus.
Item 4. Description of Securities.
Not Applicable.
Item 5. Interests of Named Experts and Counsel.
Not Applicable.
Item 6. Indemnification of Directors and Officers.
Section 145 of the General Corporation Law of the State of Delaware
(the "GCL") empowers a corporation, subject to certain limitations, to
indemnify its directors and officers against actual and reasonable expenses
(including attorney's fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by them in connection with litigation against
them in their capacities as directors and officers. As permitted by such
Section, the Company's Certificate of Incorporation provides that the Company
shall indemnify any person who was or is made a party or is threatened to be
made a party to any action, suit or proceeding (whether civil or otherwise) by
reason of the fact that such person is or was a director or officer of the
Company or by reason of the fact that such director or officer, at the
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request of the Company, is or was serving any other corporation, partnership,
joint venture, trust, employee benefit plan or other enterprise, in any
capacity, to the fullest extent authorized or permitted by the GCL.
The By-laws of the Company provide that the Company shall indemnify
any person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative, including, without limitation, an
action by or in the right of the Company by reason of the fact that such person
is or was a director or officer of the Company or is or was serving at the
request of the Company as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, against
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by such person in connection with
such action, suit or proceeding to the fullest extent and in the manner set
forth and permitted by the GCL or any other applicable law, as from time to
time in effect.
The Certificate of Incorporation and the By-laws provide that the
foregoing indemnification shall not be deemed exclusive of any other rights to
which a person seeking indemnification may be entitled under any statute, the
Certificate of Incorporation, the By-laws, or any agreement, vote of
stockholders or disinterested directors or otherwise, both as to actions in
such person's official capacity and as to actions in any other capacity while
holding office, and shall continue as to a person who has ceased to be a
director or officer, and shall inure to the benefit of the executors,
administrators, legatees and distributees of such person.
Under the Certificate of Incorporation and the By-laws, the Company is
authorized to purchase and maintain insurance on behalf of any person who is or
was a director, officer, employee or agent of the Company, or is or was serving
at the request of the Company as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise
against any liability asserted against such person and incurred by such person
in any such capacity, or arising out of such person's status as such, whether
or not the Company would have the power to indemnify such person against
liability under the provisions of the Certificate of Incorporation, the By-Laws
or any provision of law.
Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits.
See Exhibit Index on page 7.
Item 9. Undertakings.
(a) Rule 415 Offering.
The undersigned Registrant hereby undertakes:
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(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 (the
"Securities Act");
(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 (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 Exchange Act that are incorporated by
reference in this 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) Filings Incorporating Subsequent Exchange Act Documents by
Reference.
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report under Section 13(a) or 15(d) of the Exchange Act
(and, where applicable, each filing of an employee benefit plan's annual report
under Section 15(d) of the Exchange Act) that is incorporated by reference in
the 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.
(h) Filing of Registration Statement on Form S-8.
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 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
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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 the City of Hackensack, State of New Jersey, on April 26,
1996.
THE MULTICARE COMPANIES, INC.
(The Registrant)
By Daniel E. Straus
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Daniel E. Straus
President
Pursuant to the requirements of the Securities Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.
Signature Title Date
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Moshael J. Straus Chairman of the Board, April 26, 1996
- ------------------------------------ Co-Chief Executive Officer
Moshael J. Straus and Director
(Principal Executive Officer)
Daniel E. Straus President, Co-Chief Executive April 26, 1996
- ------------------------------------ Officer and Director
Daniel E. Straus (Principal Executive Officer)
Stephen R. Baker Executive Vice President, Chief April 26, 1996
- ------------------------------------ Financial Officer and Director
Stephen R. Baker (Principal Accounting Officer)
Paul J. Klausner Executive Vice President April 26, 1996
- ------------------------------------ and Director
Paul J. Klausner
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Stuart H. Altman Director April 25, 1996
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Stuart H. Altman
Constance B. Girard-diCarlo Director April 26, 1996
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Constance B. Girard-diCarlo
Menachem Rosenberg Director April 26, 1996
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Menachem Rosenberg
Alan D. Solomont Director April 26, 1996
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Alan D. Solomont
George R. Zoffinger Director April 26, 1996
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George R. Zoffinger
*By
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Bradford C. Burkett
Attorney in Fact
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EXHIBIT INDEX
The following exhibits are filed as part of this Registration
Statement:
Exhibit
* 4.1 Restated Certificate of Incorporation of the Registrant.
* 4.2 Bylaws of the Registrant.
4.3 Copy of The Multicare Companies, Inc. Non-Employee Directors
Retainer and Meeting Fee Plan, as amended and restated.
5 Legal opinion of Bradford C. Burkett, Esq., Vice President and
General Counsel of the Registrant.
23.1 Consent of KPMG Peat Marwick L.L.P.
23.2 Consent of Bradford C. Burkett, Esq., Vice President and
General Counsel of the Registrant (included in the opinion
filed as Exhibit 5).
* Incorporated by reference to Registration Statement No. 33-6544
effective August 18, 1993.