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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
CHEMED CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 31-0791746
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
2600 Chemed Center, Cincinnati, Ohio 45202
(Address of principal executive offices) (Zip Code)
2006 STOCK INCENTIVE PLAN
(Full title of the plan)
NAOMI C. DALLOB
2600 Chemed Center, 255 East Fifth Street
Cincinnati, Ohio 45202
(Name and address of agent for service)
(513) 762-6900
(Telephone number, including area code, of agent for service)
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CALCULATION OF REGISTRATION FEE
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Title of Proposed Proposed
Securities maximum maximum
to be Amount offering aggregate Amount of
registration to be price offering registration
registered registered* per share** price** fee
- --------------------------------------------------------------------------------
Capital Stock
(Par value $1 3,000,000 shs. $ 56.39 $169,170,000 $ 18,101.19
per share)
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*The number of shares being registered is the number of shares covered
by the 2006 Stock Incentive Plan. In addition to such shares, this Registration
Statement covers an indeterminate number of shares which, by reason of certain
events specified in such Plan, may become subject to issuance thereunder.
**Estimated solely for the purpose of calculating registration fee.
This amount is based on the average of the high and low price of a share of
capital stock reported on the New York Stock Exchange on May 8, 2006.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents filed by the Company with the Securities and
Exchange Commission are incorporated by reference in this Registration
Statement.
(1) The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 2005;
(2) All other reports filed by the Company pursuant to Section 13(a) or
15(d) of the Securities Exchange Act of 1934 ("Exchange Act") for period since
December 31, 2005;
(3) The Company's Proxy Statement dated April 11, 2006; and
(4) The "Description of Capital Stock" incorporated by reference in the
Company's Registration Statement on Form S-3 filed on November 26, 1991,
including any amendments or reports filed to update such description.
All documents filed by the Company pursuant to Section 13, 14 or 15(d)
of the Exchange Act after the date of this Registration Statement and prior to
the filing of a post-effective amendment which indicates that all securities
offered have been sold or which deregisters all securities then remaining unsold
shall be deemed to be incorporated by reference in this Registration Statement
and to be a part thereof from the date any such documents are filed.
Item 4. Description of Securities
N/A
Item 5. Interest of Named Experts and Counsel
Legal matters in connection with the issuance of the Company's Capital
Stock offered hereby have been passed upon by Naomi C. Dallob, 2600 Chemed
Center, 255 East 5th Street, Cincinnati, Ohio 45202. Ms. Dallob is Vice
President and Secretary, and a stockholder of the Company.
Item 6. Indemnification of Directors and Officers
The Certificate of Incorporation and By-laws of the Company, and
separate Indemnity Agreements, provide for the indemnification of each director
and officer of the Company in connection with any claim, action, suit or
proceeding brought or threatened by reason of his position with the Company. In
addition, the General Corporation Law of the
II-1
State of Delaware ("Delaware Law") permits the Company to indemnify its
directors, officers and others against judgments, fines, amounts paid in
settlement and attorneys' fees resulting from various types of legal actions or
proceedings if the actions of the party being indemnified meet the standards of
conduct specified in the Delaware Law. The Company also maintains directors and
officers liability insurance for the benefit of its directors and officers.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers or controlling persons of
the Company pursuant to the provisions referred to above or otherwise, the
Company has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable.
Item 7. Exemption from Registration Claimed
N/A
Item 8. Exhibits.
Page Number or
Incorporation
by Reference
Number
Under Item 601 File Number
Exhibit Regulation and
Number S-K Filing Date
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4.1 (4) Certificate of Incorporation Form S-3
Reg. No. 33-44177
11/26/91
4.2 (4) Amendment to Certificate Form S-8
of Incorporation Reg. No. 333-109104
09/25/03
4.3 (4) Amendment to Certificate Form S-4
of Incorporation Reg. No. 333-115668
5/20/04
4.4 (4) 2006 Stock Incentive Plan 2006 Proxy Statement
4/11/06
4.5 (4) Form of Option Grant Form 10-K
03/28/05
4.6 (4) Form of Restricted Stock Award Form 10-K
03/28/05
5 (5) Opinion and Consent of Counsel E-1
23 (23) Consent of Independent E-2
Accountants
24 (24) Powers of Attorney E-3 through E-14
Item 9. Undertakings.
The undersigned registrant hereby undertakes (1) to file, during any
period in which it offers or sells securities, a post-effective amendment to
this registration statement to include
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any additional or changed material information on the plan of distribution; (2)
for determining liability under the Securities Act of 1933, it will treat each
post-effective amendment as a new registration statement of the securities
offered, and the offering of the securities at that time to be the initial bona
fide offering; and (3) it will file a post-effective amendment to remove from
registration any of the securities which remain unsold at the end of the
offering.
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.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 ("Act") may be permitted to directors, officers or controlling
persons of the Company pursuant to the provisions referred to above or
otherwise, the Company has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the event that a claim
for indemnification against such liabilities (other than the payment by the
Company of expenses incurred or paid in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
against the Company in connection with the securities being registered, the
Company 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 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 Cincinnati, State of Ohio, on May 15, 2006.
CHEMED CORPORATION
By: /s/ Kevin J. McNamara
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Kevin J. McNamara
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
/s/ Kevin J. McNamara President and Chief Executive May 15, 2006
- --------------------- Officer
Kevin J. McNamara (Principal Executive Officer)
/s/ David P. Williams Vice President May 15, 2006
- ---------------------- and Chief Financial Officer
David P. Williams (Principal Financial Officer)
/s/ Arthur V. Tucker Vice President and Controller May 15, 2006
- -------------------- (Principal Accounting Officer)
Arthur V. Tucker
Edward L. Hutton* Sandra E. Laney*
Donald Breen, Jr.* Timothy S. O'Toole*
Charles H. Erhart, Jr.* Donald E. Saunders*
Joel F. Gemunder* George J. Walsh III* DIRECTORS
Patrick P. Grace* Frank E. Wood*
Thomas C. Hutton*
Walter L. Krebs*
/s/ Naomi C. Dallob May 15, 2006
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Naomi C. Dallob
Vice President and Secretary
- ----------------
*Naomi C. Dallob signing her name hereto signs this document on behalf
of each of the persons indicated above pursuant to powers of attorney duly
executed, filed with the Securities and Exchange Commission.
/s/ Naomi C. Dallob
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Naomi C. Dallob, Attorney-in-Fact
INDEX TO EXHIBITS
Page Number
or
Incorporation by Reference
----------------------------------------------------
Number
Under Item 601 File Number
Exhibit Regulation and Previous
Number S-K Filing Date Exhibit
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4.1 (4) Certificate of Incorporation Form S-3 4.1
Reg. No.
33-44177
11/26/91
4.2 (4) Amendment to Certificate Form S-8 4.1.1
of Incorporation Reg. No.333-109104
09/25/03
4.3 (4) Amendment to Form S-4 3.3
Certificate of Reg. No. 333-115668
Incorporation 5/20/04
4.4 (4) 2006 Stock Incentive Plan 2006 Proxy A
Statement
04/11/06
4.5 (4) Form of Option Grant Form 10-K 10.51
03/28/05
4.6 (4) Form of Restricted Form 10-K 10.50
Stock Award 03/28/05
5 5 Opinion and Consent of E-1
Counsel
23 23 Consent of Independent E-2
Accountants
24 24 Powers of Attorney E-3 through E-14
EXHIBIT 5
OPINION OF NAOMI C. DALLOB, ESQ.
May 15, 2006
Chemed Corporation
255 E. Fifth Street
2600 Chemed Center
Cincinnati, OH 45202
Dear Sir or Madam:
In connection with the Registration Statement on Form S-8 to be filed
by Chemed Corporation (the "Corporation") with the Securities and Exchange
Commission covering 3,000,000 shares of the Corporation's capital stock, par
value $1 per share (the "Capital Stock"), to be issued pursuant to the
Corporation's 2006 Stock Incentive Plan (the "Plan"), you have requested me as
Vice President and Secretary to the Corporation to render my opinion with
respect to the matters to which reference is made herein.
I have examined and am familiar with the Certificate of Incorporation
and By-laws of the Corporation, the minutes of the meetings of its directors and
stockholders, the Plan and the stock incentives to be granted pursuant thereto.
Based upon the foregoing, I am of the opinion that the shares of
Capital Stock issued pursuant to the stock incentives granted pursuant to and in
accordance with the terms of the Plan will, when issued in accordance with the
terms of said stock incentives, be validly issued and outstanding, fully paid
and non-assessable shares of Capital Stock of the Corporation.
I hereby consent to the filing of this opinion as an exhibit to said
Registration Statement.
Sincerely,
/s/ Naomi C. Dallob
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Naomi C. Dallob
Vice President and Secretary
E-1
Exhibit 23
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated March 16, 2006 relating to the
financial statements, management's assessment of the effectiveness of internal
control over financial reporting and the effectiveness of internal control over
financial reporting, which appears in the 2005 Annual Report to Shareholders of
Chemed Corporation, which is incorporated by reference in Chemed Corporation's
Annual Report on Form 10-K for the year ended December 31, 2005. We also consent
to the incorporation by reference of our report dated March 16, 2006 relating to
the financial statement schedules, which appears in such Annual Report on
Form-10-K.
/s/ PricewaterhouseCoopers LLP
- ------------------------------
PricewaterhouseCoopers LLP
Cincinnati, OH
May 15, 2006
E-2
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned, a Director of
Chemed Corporation, hereby constitutes and appoints Kevin J. McNamara,
David P. Williams, Arthur V. Tucker and Naomi C. Dallob the true and lawful
attorneys-in-fact of the undersigned, with full power in each to act without the
others, for and in the name of the undersigned as such Director to sign any and
all Registration Statements and amendments thereto, including Post-Effective
Amendments, filed with the Securities and Exchange Commission relating to
registration under the Securities Act of 1933 of interests in or Capital Stock
of Chemed Corporation to be offered and sold pursuant to its 2006 Stock
Incentive Plan.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand and seal
this 4th day of May, 2006.
/s/ Edward L. Hutton
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Edward L. Hutton
E-3
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned, a Director of
Chemed Corporation, hereby constitutes and appoints Kevin J. McNamara,
David P. Williams, Arthur V. Tucker and Naomi C. Dallob the true and lawful
attorneys-in-fact of the undersigned, with full power in each to act without the
others, for and in the name of the undersigned as such Director to sign any and
all Registration Statements and amendments thereto, including Post-Effective
Amendments, filed with the Securities and Exchange Commission relating to
registration under the Securities Act of 1933 of interests in or Capital Stock
of Chemed Corporation to be offered and sold pursuant to its 2006 Stock
Incentive Plan.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand and seal
this 3rd day of May, 2006.
/s/ Donald Breen, Jr.
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Donald Breen, Jr.
E-4
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned, a Director of
Chemed Corporation, hereby constitutes and appoints Kevin J. McNamara,
David P. Williams, Arthur V. Tucker and Naomi C. Dallob the true and lawful
attorneys-in-fact of the undersigned, with full power in each to act without the
others, for and in the name of the undersigned as such Director to sign any and
all Registration Statements and amendments thereto, including Post-Effective
Amendments, filed with the Securities and Exchange Commission relating to
registration under the Securities Act of 1933 of interests in or Capital Stock
of Chemed Corporation to be offered and sold pursuant to its 2006 Stock
Incentive Plan.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand and seal
this 3rd day of May, 2006.
/s/ Charles H. Erhart
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Charles H. Erhart
E-5
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned, a Director of
Chemed Corporation, hereby constitutes and appoints Kevin J. McNamara,
David P. Williams, Arthur V. Tucker and Naomi C. Dallob the true and lawful
attorneys-in-fact of the undersigned, with full power in each to act without the
others, for and in the name of the undersigned as such Director to sign any and
all Registration Statements and amendments thereto, including Post-Effective
Amendments, filed with the Securities and Exchange Commission relating to
registration under the Securities Act of 1933 of interests in or Capital Stock
of Chemed Corporation to be offered and sold pursuant to its 2006 Stock
Incentive Plan.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand and seal
this 3rd day of May, 2006.
/s/ Joel F. Gemunder
-----------------------------------
Joel F. Gemunder
E-6
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned, a Director of
Chemed Corporation, hereby constitutes and appoints Kevin J. McNamara,
David P. Williams, Arthur V. Tucker and Naomi C. Dallob the true and lawful
attorneys-in-fact of the undersigned, with full power in each to act without the
others, for and in the name of the undersigned as such Director to sign any and
all Registration Statements and amendments thereto, including Post-Effective
Amendments, filed with the Securities and Exchange Commission relating to
registration under the Securities Act of 1933 of interests in or Capital Stock
of Chemed Corporation to be offered and sold pursuant to its 2006 Stock
Incentive Plan.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand and seal
this 4th day of May, 2006.
/s/ Patrick P. Grace
-----------------------------------
Patrick P. Grace
E-7
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned, a Director of
Chemed Corporation, hereby constitutes and appoints Kevin J. McNamara,
David P. Williams, Arthur V. Tucker and Naomi C. Dallob the true and lawful
attorneys-in-fact of the undersigned, with full power in each to act without the
others, for and in the name of the undersigned as such Director to sign any and
all Registration Statements and amendments thereto, including Post-Effective
Amendments, filed with the Securities and Exchange Commission relating to
registration under the Securities Act of 1933 of interests in or Capital Stock
of Chemed Corporation to be offered and sold pursuant to its 2006 Stock
Incentive Plan.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand and seal
this 3rd day of May, 2006.
/s/ Thomas C. Hutton
---------------------------
Thomas C. Hutton
E-8
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned, a Director of
Chemed Corporation, hereby constitutes and appoints Kevin J. McNamara,
David P. Williams, Arthur V. Tucker and Naomi C. Dallob the true and lawful
attorneys-in-fact of the undersigned, with full power in each to act without the
others, for and in the name of the undersigned as such Director to sign any and
all Registration Statements and amendments thereto, including Post-Effective
Amendments, filed with the Securities and Exchange Commission relating to
registration under the Securities Act of 1933 of interests in or Capital Stock
of Chemed Corporation to be offered and sold pursuant to its 2006 Stock
Incentive Plan.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand and seal
this 3rd day of May, 2006.
/s/ Walter L. Krebs
---------------------------
Walter L. Krebs
E-9
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned, a Director of
Chemed Corporation, hereby constitutes and appoints Kevin J. McNamara,
David P. Williams, Arthur V. Tucker and Naomi C. Dallob the true and lawful
attorneys-in-fact of the undersigned, with full power in each to act without the
others, for and in the name of the undersigned as such Director to sign any and
all Registration Statements and amendments thereto, including Post-Effective
Amendments, filed with the Securities and Exchange Commission relating to
registration under the Securities Act of 1933 of interests in or Capital Stock
of Chemed Corporation to be offered and sold pursuant to its 2006 Stock
Incentive Plan.
IN WITNESS WHEREOF, the undersigned has hereunto set her hand and seal
this 5th day of May, 2006.
/s/ Sandra E. Laney
------------------------------
Sandra E. Laney
E-10
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned, a Director of
Chemed Corporation, hereby constitutes and appoints Kevin J. McNamara,
David P. Williams, Arthur V. Tucker and Naomi C. Dallob the true and lawful
attorneys-in-fact of the undersigned, with full power in each to act without the
others, for and in the name of the undersigned as such Director to sign any and
all Registration Statements and amendments thereto, including Post-Effective
Amendments, filed with the Securities and Exchange Commission relating to
registration under the Securities Act of 1933 of interests in or Capital Stock
of Chemed Corporation to be offered and sold pursuant to its 2006 Stock
Incentive Plan.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand and seal
this 3rd day of May, 2006.
/s/ Timothy S. O'Toole
---------------------------
Timothy S. O'Toole
E-11
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned, a Director of
Chemed Corporation, hereby constitutes and appoints Kevin J. McNamara,
David P. Williams, Arthur V. Tucker and Naomi C. Dallob the true and lawful
attorneys-in-fact of the undersigned, with full power in each to act without the
others, for and in the name of the undersigned as such Director to sign any and
all Registration Statements and amendments thereto, including Post-Effective
Amendments, filed with the Securities and Exchange Commission relating to
registration under the Securities Act of 1933 of interests in or Capital Stock
of Chemed Corporation to be offered and sold pursuant to its 2006 Stock
Incentive Plan.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand and seal
this 3rd day of May, 2006.
/s/ Donald E. Saunders
-----------------------------------
Donald E. Saunders
E-12
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned, a Director of
Chemed Corporation, hereby constitutes and appoints Kevin J. McNamara,
David P. Williams, Arthur V. Tucker and Naomi C. Dallob the true and lawful
attorneys-in-fact of the undersigned, with full power in each to act without the
others, for and in the name of the undersigned as such Director to sign any and
all Registration Statements and amendments thereto, including Post-Effective
Amendments, filed with the Securities and Exchange Commission relating to
registration under the Securities Act of 1933 of interests in or Capital Stock
of Chemed Corporation to be offered and sold pursuant to its 2006 Stock
Incentive Plan.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand and seal
this 4th day of May, 2006.
/s/ George J. Walsh III
---------------------------
George J. Walsh III
E-13
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned, a Director of
Chemed Corporation, hereby constitutes and appoints Kevin J. McNamara,
David P. Williams, Arthur V. Tucker and Naomi C. Dallob the true and lawful
attorneys-in-fact of the undersigned, with full power in each to act without the
others, for and in the name of the undersigned as such Director to sign any and
all Registration Statements and amendments thereto, including Post-Effective
Amendments, filed with the Securities and Exchange Commission relating to
registration under the Securities Act of 1933 of interests in or Capital Stock
of Chemed Corporation to be offered and sold pursuant to its 2006 Stock
Incentive Plan.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand and seal
this 3rd day of May, 2006.
/s/ Frank E. Wood
---------------------------
Frank E. Wood
E-14
