- Securities Registration: Employee Benefit Plan (S-8)
21 Aprile 2011 - 5:02PM
Edgar (US Regulatory)
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 21, 2011
Registration Statement No. 333-__________
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
REHABCARE GROUP, INC.
(Exact name of Registrant as specified in its charter)
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Delaware
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51-0265872
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(State of incorporation)
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I.R.S. Employer Identification No.
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7733 Forsyth Boulevard, Suite 2300
St. Louis, Missouri
(Address of Principal Executive Offices)
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63105
(Zip Code)
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AMENDED AND RESTATED
2006 EQUITY INCENTIVE PLAN
(Full title of the plan)
Patricia S. Williams, Esq.
Senior Vice President, General Counsel and Corporate Secretary
7733 Forsyth Boulevard, Suite 2300
St. Louis, Missouri 63105
(Name and address of agent for service)
(800) 677-1238
(Telephone number, including area code, of agent for service)
Copy to:
David W. Braswell, Esq.
Armstrong Teasdale LLP
7700 Forsyth Boulevard, Suite 1800
St. Louis, Missouri 63105
Phone: (314) 621-5070
Facsimile: (314) 621-5065
Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated
filer, or a non-accelerated filer, or a smaller reporting company. See the definitions of large
accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the
Exchange Act.
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Large accelerated filer
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Accelerated filer
þ
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Non-accelerated filer
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Smaller reporting company
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(Do not check if a smaller reporting company)
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CALCULATION OF REGISTRATION FEE
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Proposed maximum
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Proposed maximum
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Title of securities
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Amount to be
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offering price per
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aggregate offering
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Amount of
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to be registered
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registered
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unit (1)
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price (1)
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registration fee
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Common stock, par value $0.01 per share
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2,000,000 shares
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$36.62
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$73,240,000.00
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$8,503.16
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(1)
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The proposed maximum aggregate offering price has been estimated solely for the purposes of
computing the Registration Fee pursuant to the provisions of Rule 457(c) and 457(h) and is based
upon a price of $36.62 per share, being the average of the high and low transaction prices of the
registrants common stock per share as reported on the New York Stock Exchange on April 18, 2011.
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EXPLANATORY NOTE
Pursuant to General Instruction E of Form S-8, this registration statement is being filed to
register an additional 2,000,000 shares of the registrants common stock, $0.01 par value, which
are securities of the same class as other securities for which a registration statement filed on
Form S-8 relating to the RehabCare Group, Inc. 2006 Equity Incentive Plan is effective. The
contents of the registrants registration statement on Form S-8 (File No. 333-138628) are hereby
incorporated by reference into this registration statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
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Item 3.
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Incorporation of Certain Documents by Reference
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The following documents filed by the registrant with the Securities and Exchange Commission are
incorporated herein by reference:
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(i)
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the registrants annual report on Form 10-K for the year ended December 31, 2010;
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(ii)
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the registrants current report on Form 8-K filed on
April 11, 2011; and
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(iii)
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the description of the registrants common stock set forth in the registrants
registration statement filed on Form 8-A effective as of June 25, 1991, pursuant to Section
12 of the Securities Exchange Act of 1934, including any amendments or reports filed for
the purpose of updating such description.
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All documents deemed filed by the registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Securities Exchange Act of 1934 after the date of this registration statement and 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 in this registration statement and to be made a part hereof from the date of filing of
such documents. Any statements contained herein or in a document incorporated herein by reference
shall be deemed to be modified or superseded for purposes of this registration statement to the
extent that a statement contained in a subsequently filed document incorporated herein by reference
modifies or supersedes such document. 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 8.
Exhibits
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The Exhibit Index immediately preceding the exhibits is incorporated herein by reference.
II-1
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 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 County of St. Louis, State of Missouri, on April 21, 2011.
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RehabCare Group, Inc.
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By:
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/s/ John H. Short
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John H. Short
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President and Chief Executive Officer
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POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints John H. Short and Jay W.
Shreiner, or either of them singly, his or her true and lawful attorneys-in-fact and agents, with
full powers of substitution and re-substitution, for him or her and in his or her name, place or
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
other documents in connection therewith, with the Commission, hereby granting unto said
attorneys-in-fact and agents, and either of them singly, full power and authority to do and perform
each and every act and things requisite and necessary to be done in and 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 either of them singly, or his or her
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has
been signed by the following persons in the capacities and on the dates indicated.
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Signature
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Title
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Date
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/s/ John H. Short
John H. Short
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President, Chief
Executive Officer and
Director
(Principal Executive Officer)
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April 21, 2011
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/s/ Jay W. Shreiner
Jay W. Shreiner
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Executive Vice President
and
Chief Financial
Officer
(Principal
Financial Officer)
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April 21, 2011
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/s/ Jeff A. Zadoks
Jeff A. Zadoks
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Senior Vice President
and
Chief Accounting
Officer
(Principal
Accounting Officer)
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April 21, 2011
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/s/ Colleen Conway-Welch
Colleen Conway-Welch
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Director
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April 21, 2011
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Signature
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Title
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Date
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/s/ Christopher T. Hjelm
Christopher T. Hjelm
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Director
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April 21, 2011
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/s/ Anthony S. Piszel
Anthony S. Piszel
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Director
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April 21, 2011
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/s/ Suzan L. Rayner
Suzan L. Rayner
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Director
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April 21, 2011
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Director
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April 21, 2011
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Harry E. Rich
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Director
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April 21, 2011
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Larry Warren
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Director
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April 21, 2011
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Theodore M. Wight
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INDEX TO EXHIBITS
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Exhibit
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Description
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5.1
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Opinion of Armstrong Teasdale LLP
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23.1
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Consent of Armstrong Teasdale LLP (incorporated in Exhibit 5.1)
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23.2
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Consent of KPMG LLP
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24.1
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Power of Attorney (see Signature Page)
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99.1
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Amended and Restated RehabCare Group, Inc. Equity Incentive Plan
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Grafico Azioni Rehabcare (NYSE:RHB)
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