S-8 1 s-8xoctober252019.htm S-8 Document

As filed with the Securities and Exchange Commission on October 25, 2019
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

HEALTHCARE SERVICES GROUP INC
(Exact name of registrant as specified in its charter)
Pennsylvania23-2018365
(State or other jurisdiction of
incorporation or organization)		(I.R.S. Employer Identification No.)

3220 Tillman Drive, Suite 300
Bensalem, Pennsylvania 19020
(Address, including Zip Code, of Registrant’s Principal Executive Offices)
Theodore Wahl
Chief Executive Officer
Healthcare Services Group, Inc.
3220 Tillman Drive, Suite 300
Bensalem, Pennsylvania 19020
(215) 639-4274
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent For Service)
Copies to:
Kenneth A. Schlesinger, Esq.
Olshan Frome Wolosky LLP
1325 6th Ave,
New York, New York 10019
(212) 451-2300

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filerþAccelerated filer☐
Non-accelerated filer☐Smaller reporting company☐
Emerging growth company☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐



CALCULATION OF REGISTRATION FEE

Title of securities to be registeredAmount to be registered(1)(2)Proposed maximum offering price per shareProposed maximum aggregate offering priceAmount of registration fee (1)(2)
Common Stock, $0.01 par value per share: Reserved for issuance for future grants under the Second Amended and Restated 2012 Equity Incentive Plan2,500,000 shares  $25.40  $63,500,000  $8,242.30  

(1) As described in the Explanatory Note in this registration statement, the number of shares of common stock, par value $.01 per share (“Common Stock”) stated above represents an increase in the total number of shares of Common Stock available for issuance under the Healthcare Services Group, Inc. Second Amended and Restated 2012 Equity Incentive Plan (the “2012 Plan”). 3,338,000 shares have previously been registered under a Registration Statement on Form S-8 filed with the Securities and Exchange Commission on October 26, 2012 (Registration Statement No.333-184612).
(2) Pursuant to Rule 416(c) under the Securities Act of 1933, as amended (the “Securities Act”) this Registration Statement also covers an indeterminate amount of interests to be offered or sold pursuant to the 2012 Plan. There are also registered hereby such indeterminate number of shares of Common Stock, as may become issuable by reason of the operation of the anti-dilution provisions of the 2012 Plan.
(3) With respect to the shares available for issuance under the 2012 Plan, pursuant to Rule 457(h) under the Securities Act, the offering price per share, solely for the purpose of determining the registration fee, is equal to the average of the high and low prices of the Company’s Common Stock reported on the Nasdaq Global Select Market on October 22, 2019 of $25.40 per share. The Registrant is paying registration fees solely with respect to the 2,500,000 shares of Common Stock being newly registered hereby.

EXPLANATORY NOTE
This Registration Statement on Form S-8 is being filed by Healthcare Services Group, Inc. (the “Registrant”) for the purpose of registering additional securities of Registrant’s common stock that have become reserved for issuance by the board of directors of the Registrant (the “Board”) in connection with an “evergreen” provision in the 2012 Plan, which provides that the total number of shares subject to such plan may be increased by the board of directors as of the first day of each fiscal year, starting in 2012 and ending in 2022, by a number of shares of common stock that does not exceed 5% of the positive difference, if any, between the number of outstanding shares of Common Stock, including shares subject to outstanding Awards, on the last trading day of the immediately preceding calendar year and the number of outstanding shares of Common Stock, including shares subject to outstanding Awards, on the first trading day of such immediately preceding calendar year; or (ii) an amount determined by the Board of Directors, in its discretion. These additional shares of Registrant’s Common Stock are securities of the same class as other securities for which an original Registration Statement on Form S-8 was filed with the Securities and Exchange Commission (the “Commission”) on October 26, 2012 (File No. 333-184612). Pursuant to General Instruction E to Form S-8, this Registration Statement hereby incorporates by reference the contents of such prior Registration Statement.


PART II
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE

The following documents filed by the Registrant with the Securities and Exchange Commission (the “Commission”) are incorporated by reference into this Registration Statement:

(a) The Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018 filed with the Commission on March 18, 2019.

(b) The Registrant's Quarterly Report on Form 10-Q for the quarter ended March 31, 2019, filed with the Commission on May 3, 2019.

(c) The Registrant's Quarterly Report on Form 10-Q for the quarter ended June 30, 2019, filed with the Commission on July 26, 2019.

(d) The Registrant's Quarterly Report on Form 10-Q for the quarter ended September 30, 2019, filed with the Commission on October 25, 2019.

(e)  The Registrant's Current Reports on Form 8-K filed on March 4, 2019, May 28, 2019, and July 23, 2019.

(f) The Registrant's definitive proxy statement on Schedule 14A filed on April 19, 2019; and

(g) All other reports and documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act (other than Current Reports furnished under Item 2.02 or Item 7.01 of Form 8-K and exhibits furnished on such form that relate to such items) on or after the date of this Registration Statement and prior to the filing of a post-effective amendment to this Registration Statement that indicates that all securities offered have been sold or that deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be a part of this Registration Statement from the date of the filing of such reports and 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 purposes of this Registration Statement to the extent that a statement contained herein or in any subsequently filed document that also is 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 Registration Statement.

ITEM 5. INTEREST OF NAMED EXPERTS AND COUNSEL

Certain legal matters in connection with the issuance of the Shares offered hereby have been passed upon for the Company by Olshan Frome Wolosky LLP, 1325 6th Ave, New York, NY 10019. Robert L. Frome, a counsel of Olshan Frome Wolosky LLP, is a director of the registrant and owns 9,907 shares and holds options to purchase 30,009 shares of Common Stock of the Company. The shares underlying the options held by Mr. Frome were previously registered.


ITEM 8. EXHIBITS
Incorporation by Reference
Exhibit
Number		DescriptionFormFile No.ExhibitFiling DateFiled or Furnished Herewith
3.1  10-K0-120153/21/20013.2  —  
3.2  8-K0-120155/24/20073.1  —  
3.3  10-K  0-12015  2/19/20153.3  —  
4.1 (P) Specimen Certificate of the Common Stock, $.01 par value, of the RegistrantS-182-87625-W—  4.1  —  
5.1  Opinion of Olshan Frome Wolosky LLP with respect to legality of the Common Stock.—  —  —  —  X  
10.1†  10-Q0-120157/27/201210.1  —  
23.1—  —  —  —  X
23.2Consent of Olshan Frome Wolosky LLP, included in Exhibit No. 5.1.—  —  —  —  X
241Power of Attorney, included on the signature page to this Registration Statement.—  —  —  —  X



Signatures

Pursuant to the requirements of the Securities Act of 1933, as amended, 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 Township of Bensalem, Commonwealth of Pennsylvania, on October 25, 2019.

HEALTHCARE SERVICES GROUP, INC.
(Registrant)
By: /s/ Theodore Wahl
Theodore Wahl
President and Chief Executive Officer


POWER OF ATTORNEY
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 date indicated. Each of the undersigned officers and directors of Healthcare Services Group, Inc. hereby constitutes and appoints Theodore Wahl and John C. Shea and each of them singly, as true and lawful attorneys-in-fact and agents with full power of substitution and resubstitution, for him in his name 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 Securities and Exchange Commission and to prepare any and all exhibits thereto, and other documents in connection therewith, and to make any applicable state securities law or blue sky filings, granting unto said attorneys-in-fact and agents, full power and authority to do and perform each and every act and thing requisite or necessary to be done to enable Healthcare Services Group, Inc. to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.




SignatureTitleDate
/s/ Theodore WahlDirector and President & Chief Executive Officer10/25/2019
Theodore Wahl(Principal Executive Officer)
/s/ John C. SheaChief Financial Officer10/25/2019
John C. Shea(Principal Financial and Accounting Officer)
/s/ Jude ViscontoChairman of the Board10/25/2019
Jude Visconto
/s/ Michael E. McBryanDirector and Executive Vice President & Chief Revenue Officer10/25/2019
Michael E. McBryan
/s/ John M. BriggsDirector10/25/2019
John M. Briggs
/s/ Robert L. FromeDirector10/25/2019
Robert L. Frome
/s/ Diane S. CaseyDirector10/25/2019
Diane S. Casey
/s/ Robert J. MossDirector10/25/2019
Robert J. Moss
/s/ Dino D. OttavianoDirector10/25/2019
Dino D. Ottaviano
/s/ John J. McFaddenDirector10/25/2019
John J. McFadden
/s/ Daniela CastagninoDirector10/25/2019
Daniela Castagnino




October 25, 2019
Healthcare Services Group, Inc.
3220 Tillman Drive, Suite 300
Bensalem, Pennsylvania 19020
Re: Registration Statement on Form S-8

Ladies and Gentlemen:

We have acted as counsel to Healthcare Services Group, Inc. a Pennsylvania corporation (the “Company”), in connection with the filing of its registration statement on Form S-8 (the “Registration Statement”) relating to the registration of 2,500,000 shares (the “Shares”) of the Company’s common stock, par value $0.01 per share (the “Common Stock”) issuable pursuant to the terms and in the manner set forth in the Company’s second amended and restated 2012 Equity Incentive Plan (the “Plan”).

This opinion letter is being delivered at the request of the Company and in accordance with the requirements of Item 601(b)(5) of Regulation S-K promulgated by the Securities and Exchange Commission.

We advise you that we have examined originals or copies certified or otherwise identified to our satisfaction of the Registration Statement, the Plan, the Articles of Incorporation and By-laws, each as amended, and corporate proceedings of the Company, and such other documents, instruments and certificates of officers and representatives of the Company and of public officials, and we have made such examination of law, as we have deemed appropriate as the basis for the opinion hereinafter expressed. In making such examination, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity and completeness of documents submitted to us as originals, the conformity to original documents of documents submitted to us as certified or photostatic copies, and the authenticity and completeness of the originals of such latter documents.

Based upon the foregoing, we are of the opinion that the Shares to be issued under the Plan, when issued pursuant to the terms and in the manner set forth in the Plan, will be duly and validly issued, fully paid and non-assessable.

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In giving such consent, we do not thereby concede that our firm is within the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended or the rules and regulations of the Commission.

Very truly yours,

/s/ OLSHAN FROME WOLOSKY LLP