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As filed with the Securities and Exchange Commission on June 23, 1997
Registration Statement No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
SUMMIT CARE CORPORATION
(Exact Name of Issuer as Specified in Its Charter)
CALIFORNIA 95-3656297
(State of Incorporation) (I.R.S. Employer Identification Number)
2600 WEST MAGNOLIA BOULEVARD
BURBANK, CALIFORNIA 91505
(Address of Principal Executive Offices) (Zip Code)
SUMMIT CARE CORPORATION
401(K) SAVINGS PLAN
(Full Title of the Plan)
DERWIN L. WILLIAMS
Senior Vice President-Finance
Summit Care Corporation
22613 Old Canal Road
Yorba Linda, California 92887
(Name and Address of Agent for Service)
(714) 279-1450
(Telephone Number, including Area Code, of Agent for Service)
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With a copy to:
PETER F. ZIEGLER, ESQ.
Gibson, Dunn & Crutcher LLP
333 South Grand Avenue
Los Angeles, California 90071
(213) 229-7000
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CALCULATION OF REGISTRATION FEE
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Proposed Maximum
Title of Securities Amount to be Registered(1) Proposed Maximum Offering Aggregate Offering Amount of
to be Registered Price Per Share(2) Price(2) Registration Fee(2)
Common Stock, no
par value 100,000 $13.625 $1,362,500 $412.88
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Interests in the
Plan (3) (3) (3) (3)
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(1) There is also being registered hereunder such additional shares as may
be issued pursuant to the anti-dilution provisions of the Plan.
(2) Estimated solely for purpose of calculating the registration fee
pursuant to Rule 457(h) on the basis of the average of the high and low
prices of the Common Stock of Summit Care Corporation as reported on
the Nasdaq National Market on June 16, 1997.
(3) In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
this registration statement also covers an indeterminate amount of
interests to be offered or sold pursuant to the employee benefit
plan(s) described herein. In accordance with Rule 457(h)(2), no
separate fee calculation is made for Plan interests.
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EXPLANATORY NOTE
This Registration Statement on Form S-8 (the "Registration Statement") is being
filed under the Securities Act of 1933, as amended (the "Securities Act") by
Summit Care Corporation, a California corporation (the "Registrant"), in
relation to the Summit Care Corporation 401(k) Savings Plan (the "Plan"), as
effective July 1, 1997, in order to register the shares of common stock, no par
value (the "Common Stock"), of the Registrant and the Plan interests issuable
pursuant to the Plan.
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
ITEM 1. PLAN INFORMATION.*
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.*
* The documents containing the information specified in Part I
of Form S-8 (plan information and registrant information) will
be sent or given to optionees as specified by Rule 428(b)(1)
of the Securities Act. Such documents need not be filed with
the Securities and Exchange Commission (the "Commission")
either as part of this Registration Statement or as
prospectuses or prospectus supplements pursuant to Rule 424 of
the Securities Act. These documents, which include the
statement of availability required by Item 2 of Form S-8, and
the documents incorporated by reference in this Registration
Statement pursuant to Item 3 of Form S-8 (Part II hereof),
taken together, constitute a prospectus that meets the
requirements of Section 10(a) of the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents of the Registrant and the Plan heretofore filed
with the Commission are hereby incorporated in this Registration Statement by
reference:
(1) The Registrant's quarterly report on Form 10-Q filed May 14,
1997 for the quarter ended March 31, 1997;
(2) The Registrant's quarterly report on Form 10-Q filed
February 2, 1997 for the quarter ended December 31, 1996;
(3) The Registrant's quarterly report on Form 10-Q filed
November 8, 1996 for the quarter ended September 30, 1996;
(4) The Registrant's annual report on Form 10-K filed September 6,
1996 for the fiscal year ended June 30, 1996; and
(5) The description of the Registrant's Common Stock contained in
the Registrant's Registration Statement on Form 8-A
(Registration No. 0-19411), as filed with the
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Commission on July 17, 1991, and any amendment or report filed
with the Commission for the purpose of updating such
description of the Common Stock.
All reports and other documents subsequently filed by the
Registrant and the Plan pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Exchange Act prior to the termination of the Plan or the filing of a
post-effective amendment which indicates that all securities offered hereunder
have been sold or which deregisters all such securities then remaining unsold
shall be deemed to be incorporated by reference in this Registration Statement
and to be a part hereof from the date of filing of such reports and documents.
Any statement contained in this Registration Statement or any report or document
incorporated into this Registration Statement by reference, however, shall be
deemed to be modified or superseded for purposes of this Registration Statement
to the extent that a statement contained in a subsequently dated report or
document that is also considered part of this Registration Statement, or in any
amendment to this Registration Statement, is inconsistent with such prior
statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
As allowed by the California General Corporation Law, the
Registrant's Articles of Incorporation provide that the liability of the
directors of the Registrant for monetary damages shall be eliminated to the
fullest extent permissible under California law. This is intended to eliminate
the personal liability of a director for monetary damages in an action brought
by or in the right of the Registrant for breach of a director's duties to the
Registrant or its shareholders except for liability: (i) for acts or omissions
that involve intentional misconduct or a knowing and culpable violation of law;
(ii) for acts or omissions that a director believes to be contrary to the best
interests of the Registrant or its shareholders or that involve the absence of
good faith on the part of the director; (iii) for any transaction from which a
director derived an improper personal benefit; (iv) for acts or omissions that
show a reckless disregard for the director's duty to the Registrant or its
shareholders in circumstances in which the director was aware, or should have
been aware, in the ordinary course of performing a director's duties, of a risk
of serious injury to the Registrant or its shareholders; (v) for acts or
omissions that constitute an unexcused pattern of inattention that amounts to an
abdication of the director's duty to the Registrant or its shareholders; (vi)
with respect to certain transactions or the approval of transactions in which a
director has a material financial interest; and (vii) expressly imposed by
statute, for approval of certain improper distributions to shareholders of
certain loans or guarantees. This provision does not limit or eliminate the
rights of the Registrant or any shareholder to seek non-monetary relief such as
an injunction or rescission in the event of a breach of a director's duty of
care.
The Registrant's Bylaws permit it to indemnify its directors
and officers to the full extent permitted by law. In addition, the Registrant's
Articles of Incorporation expressly authorize the use of indemnification
agreements, and the Registrant has entered into separate indemnification
agreements with each of its directors and its executive officers. These
agreements
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require the Registrant to indemnify its officers and directors to the full
extent permitted by law, including circumstances in which indemnification would
otherwise be discretionary. Among other things, the agreements require the
Registrant to indemnify directors and officers against certain liabilities that
may arise by reason of their status or service as directors and officers and to
advance their expenses incurred as a result of any proceeding against them as to
which they could be indemnified.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
4.1 Summit Care Corporation 401(k) Savings Plan, as
effective July 1, 1997
4.2 Amended and Restated Articles of Incorporation of the
Registrant (incorporated by reference to Exhibit 3.1
to the Registrant's Form S-1 Registration Statement
No. 33-40778, filed with the Securities and Exchange
Commission on May 23, 1991)
4.3 Amended and Restated Bylaws of the Registrant
(incorporated by reference to Exhibit 3.3 to
Amendment No. 2 to the Registrant's Form S-1
Registration Statement No. 33-40778, filed with the
Securities and Exchange Commission on July 3, 1991)
23.1 Consent of Ernst & Young LLP
24.1 Powers of Attorney (included on the signature page of
this Registration Statement)
The Registrant hereby undertakes to submit the Plan and any
amendments thereto to the Internal Revenue Service ("IRS") in a timely manner
and undertakes to make all changes required by the IRS in order to qualify the
Plan.
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 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.
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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 and of the estimated
maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b)
if, in the aggregate, the changes in volume and price
represent no more than 20 percent change in the maximum
aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective 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
the 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.
(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 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 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.
(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 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
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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 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 Burbank, California, on this 20th day of June, 1997.
SUMMIT CARE CORPORATION
By: /s/ WILLIAM C. SCOTT
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William C. Scott
Chairman of the Board and
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below
constitutes and appoints WILLIAM C. SCOTT and DERWIN L. WILLIAMS, or either of
them, his or her attorneys-in-fact and agents, with full power of substitution,
for him or her in any and all capacities, to sign any amendments to this
Registration Statement, including post-effective amendments, and to file the
same, with exhibits thereto and all other documents in connection therewith,
with the Securities and Exchange Commission, 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
and about the premises, as fully to all intents and purposes as he might or
could do in person, and hereby ratifying and confirming all that said
attorneys-in-fact, or their substitutes, may do or cause to be done by virtue
hereof. 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
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/s/ WILLIAM C. SCOTT Chairman of the Board and Chief June 20 1997
- --------------------------------------------------- Executive Officer
William C. Scott (Principal Executive Officer)
/s/ DERWIN L. WILLIAMS Senior Vice President-Finance June 20 1997
- --------------------------------------------------- (Principal Financial Officer)
Derwin L. Williams
/s/ JOHN L. FARBER Vice President-Controller June 20 1997
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John L. Farber
/s/ DONALD J. AMARAL Director June 20 1997
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Donald J. Amaral
/s/ JOHN A. BRENDE Director June 20 1997
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John A. Brende
/s/ WILLIAM J. CASEY Director June 20 1997
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William J. Casey
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/s/ KEITH B. PITTS Director June 20 1997
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Keith B. Pitts
/s/ GARY L. MASSIMINO Director June 20 1997
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Gary L. Massimino
Pursuant to the requirements of the Securities Act, the trustees (or
other persons who administer the Plan) have duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of San Francisco, State of California, on this 20th day
of June, 1997.
THE CHARLES SCHWAB TRUST COMPANY
By: /s/ ROSE HAUER
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Name: Rose Hauer
Title: Officer
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EXHIBIT INDEX
Exhibit Sequentially
Number Description Numbered Page*
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4.1 Summit Care Corporation 401(k) Savings Plan, as effective July 1, 1997
4.2 Amended and Restated Articles of Incorporation of the Registrant
(incorporated by reference to Exhibit 3.1 to the Registrant's
Form S-1 Registration Statement No. 33-40778, filed with the
Securities and Exchange Commission on May 23, 1991)
4.3 Amended and Restated Bylaws of the Registrant (incorporated by reference
to Exhibit 3.3 to Amendment No. 2 to the Registrant's Form S-1
Registration Statement No. 33-40778, filed with the Securities and
Exchange Commission on July 3, 1991)
23.1 Consent of Ernst & Young LLP
24.1 Powers of Attorney (included on the signature page of this Registration
Statement).
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* This information appears only in the manually signed copy of this Registration
Statement filed with the Commission.