As filed with the Securities and Exchange Commission on November 4, 2002
Registration No. 333-98941
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Genesis Health Ventures, Inc.
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(Exact name of registrant as specified in its charter)
Pennsylvania 8051 06-1132947
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(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer Identification No.)
incorporation or organization) Classification Code Number)
Genesis Health Ventures, Inc.
101 East State Street
Kennett Square, PA 19348
(610) 444-6350
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(Address, including ZIP code, and telephone number, including area code, of
registrant's principal executive offices)
George V. Hager, Jr.
Executive Vice President and Chief Financial Officer
Genesis Health Ventures, Inc.
101 East State Street
Kennett Square, PA 19348
(610) 444-6350
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(Name, address, including ZIP code, and telephone number,
including area code, of agent for service)
COPIES TO:
Richard J. McMahon, Esquire Mark Gordon, Esquire Megan L. Mehalko, Esquire
Blank Rome Comisky & McCauley LLP Wachtell, Lipton, Rosen & Katz Benesch, Friedlander, Coplan & Aronoff LLP
One Logan Square 51 West 52nd Street 2300 BP Tower - 200 Public Square
Philadelphia, PA 19103 New York, NY 10019 Cleveland, OH 44114
215-569-5500 212-403-1000 216-363-4500
Approximate date of commencement of proposed sale of the securities to
the public: as soon as practicable.
If the securities being registered on this Form are being offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box. [ ]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act of 1933, as amended (the
"Securities Act"), check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule
462(d) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. [X] 333-98941
EXPLANATORY NOTE
This Post Effective Amendment No. 1 to Form S-4 Registration Statement is being
filed solely to file the form of NCS proxy cards as an exhibit to Registration
Statement on Form S-4 (Registration No. 333-98941) in accordance with Rule
462(d) under the Securities Act of 1933, as amended.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 21. Exhibits and Financial Statement Schedules
(a) Exhibits
Regulation S-K
Exhibit Numbers Description
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2.1(7) Agreement and Plan of Merger, dated as of July 28, 2002, by and among Genesis Health Ventures,
Inc., Geneva Sub, Inc. and NCS HealthCare, Inc.
4.1(4) Amended and Restated Articles of Incorporation of Genesis Health Ventures, Inc.
4.2(5) Amended and Restated Bylaws, as amended, of Genesis Health Ventures, Inc.
4.3(1) Specimen of Common Stock Certificate of Genesis Health Ventures, Inc.
4.4(2) Specimen of First Mortgage Bonds (Series A), due 2007, for Genesis Health Ventures, Inc.
4.5(3) Indenture of Mortgage and Deed of Trust, dated as of September 1, 1992, by and among Genesis
Health Ventures, Inc., Delaware Trust Company and Richard N. Smith.
4.6(4) Form of Warrant, included in the Warrant Agreement by and between Genesis Health Ventures, Inc.
and Mellon Investor Services, LLC, as Warrant Agent, dated as of October 2, 2001.
4.7(4) Certificate of Designation of the Series A Convertible Preferred Stock of Genesis Health
Ventures, Inc. (included in Exhibit 4.1).
4.8(4) Indenture for Second Priority Secured Notes due 2007, dated as of October 2, 2001, by and among
Genesis, as Issuer, the Guarantors, and the Bank of New York, as Trustee.
5.1(7) Opinion of Blank Rome Comisky & McCauley LLP.
10.1(6) Voting Agreement, dated as of July 28, 2002, by and among Jon H. Outcalt, NCS HealthCare, Inc.
and Genesis Health Ventures, Inc.
10.2(6) Voting Agreement, dated as of July 28, 2002, by and among Kevin B. Shaw, NCS HealthCare, Inc.
and Genesis Health Ventures, Inc.
23.1(7) Consent of KPMG LLP.
II-1
Regulation S-K
Exhibit Numbers Description
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23.2(7) Consent of Ernst & Young LLP.
23.3(7) Consent of Blank Rome Comisky & McCauley LLP (included in Exhibit 5.1).
24.1(7) Power of Attorney.
99.1 Form of NCS Proxy Cards.
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(1) Incorporated by reference to Genesis' Form 8-A filed on October 2, 2001.
(2) Incorporated by reference to Genesis' Registration Statement on Form S-1, dated September 4, 1992 (as
amended) (Registration No. 33-51670).
(3) Incorporated by reference to Genesis' Annual Report on Form 10-K for the fiscal year ended September 30, 1992.
(4) Incorporated by reference to Genesis' Annual Report on Form 10-K for the fiscal year ended September 30, 2001.
(5) Incorporated by reference to Genesis' Quarterly Report on Form 10-Q for the quarter ended December 31, 2001.
(6) Incorporated by reference to Genesis' Current Report on Form 8-K dated July 29, 2002.
(7) Previously filed.
(b) Financial Statement Schedules
None.
(c) Report, Opinion or Appraisal Exhibits
None.
II-2
SIGNATURES AND POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act, the registrant has
duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Kennett Square, State of
Pennsylvania, on the date indicated.
Genesis Health Ventures, Inc.
Date: November 4, 2002 By: /s/ George V. Hager, Jr.
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George V. Hager, Jr.
Executive Vice President and
Chief Financial Officer
Pursuant to the requirements of the Securities Act, this registration
statement has been signed below by the following persons in the capacities and
on the dates indicated:
Signatures Title Date
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* Director and Interim Chief Executive November 4, 2002
----------------------------------------- Officer (Principal Executive Officer)
Robert H. Fish
/s/ George V. Hager, Jr. Executive Vice President and Chief November 4, 2002
----------------------------------------- Financial Officer (Principal Financial Officer
George V. Hager, Jr. and Principal Accounting Officer)
* Director November 4, 2002
-----------------------------------------
James H. Bloem
* Director November 4, 2002
-----------------------------------------
James E. Dalton, Jr.
Director __________, 2002
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James D. Dondero
* Director November 4, 2002
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Dr. Philip P. Gerbino
Director __________, 2002
-----------------------------------------
Joseph A. LaNasa III
*By: /s/ George V. Hager, Jr. November 4, 2002
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George V. Hager, Jr.
Attorney-In-Fact