sec document
As filed with the Securities and Exchange Commission on July 30, 2003
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
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HEALTHCARE SERVICES GROUP, INC.
Pennsylvania 23-2018365
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
3220 Tillman Drive,
Glenview Corporate Center, Suite 300
Bensalem, Pennsylvania 19020 19020
(Address of principal executive offices) (Zip Code)
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2002 Stock Option Plan
(Full Title of the Plan)
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Daniel P. McCartney
Chairman and Chief Executive Officer
Healthcare Services Group, Inc.
3220 Tillman Drive,
Glenview Corporate Center, Suite 300
Bensalem, Pennsylvania 19020
(Name and Address of agent for service)
(215) 639-4274
(Telephone number, including area code, of agent for service)
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With a copy to:
Victor M. Rosenzweig, Esq.
Olshan Grundman Frome Rosenzweig & Wolosky LLP
505 Park Avenue
New York, New York 10022
(212) 753-7200
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Approximate date of proposed sales pursuant to the plan:
From time to time after the effective date of this registration statement.
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CALCULATION OF REGISTRATION FEE
============================================================================================
Proposed Proposed
maximum maximum
Title of Amount offering aggregate Amount of
securities to be price offering registration
to be registered registered per share price fee
Common Stock
$.01 par value 550,000 shares (1)(2) $15.75 $8,662,500 $796.95
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(1) There are also registered hereby such indeterminate number of shares of
Common Stock, $.01 par value (the "Common Stock") of Healthcare Services Group,
Inc. (the "Company") as may become issuable by reason of the applicability of
the anti-dilution provisions of the 2002 Stock Option Plan (the "2002 Plan") of
the Company.
(2) Consists of 550,000 additional shares of Common Stock of the Company
issuable upon exercise of options under the 2002 Plan.
(3) None of the 550,000 shares of Common Stock that are being registered in this
Registration Statement have been granted. Pursuant to Rule 457(g) and (h) of the
Securities Act of 1933, as amended (the "Securities Act"), the offering price
for the shares which may be issued under the 2002 Plan is estimated solely for
the purpose of determining the registration fee and is based on the average of
the high and low prices of the Company's Common Stock ($14.33) as reported by
the Nasdaq National Market on July 21, 2003.
(4) A registration fee was previously paid for the registration of 500,000
shares under the 2002 Plan.
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EXPLANATORY NOTES
The Company filed on November 7, 2002 with the Securities Exchange
Commission Registration Statement on Form S-8 (File No. 33-101063) covering the
registration of 500,000 shares of Common Stock authorized for issuance under the
2002 Plan. On May 27, 2003, the Company's stockholders approved a proposal to
increase the number of shares available for issuance thereunder by 550,000.
Accordingly, the total number of shares of Common Stock available for issuance
under the 2002 Plan is 1,050,000.
This Registration Statement registers the additional 550,000 shares
of the same class of Common Stock authorized for issuance under the 2002 Plan.
Pursuant to General Instruction E to Form S-8, the contents of the prior
registration statements set forth above relating to the 2002 Plan, and all
periodic reports that the Registrant filed after such registration statements to
maintain current information about the Registrant, are incorporated herein by
reference.
This Form S-8 includes a Reoffer Prospectus prepared in accordance
with Part I of Form S-3 under the Securities Act. The Reoffer Prospectus may be
utilized for reoffering and resales of shares of Common Stock acquired pursuant
to (i) the 2002 Plan, (ii) the Company's 1995 Incentive and Non-Qualified Stock
Option Plan and (iii) other grants of options to Non-Employee Directors.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The Company will provide documents containing the information
specified in Part 1 of Form S-8 to employees as specified by Rule 428(b)(1)
under the Securities Act. Pursuant to the instructions to Form S-8, the Company
is not required to file these documents either as part of this Registration
Statement or as prospectuses or prospectus supplements pursuant to Rule 424
under the Securities Act.
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PROSPECTUS
856,937 SHARES
HEALTHCARE SERVICES GROUP, INC.
Common Stock ($.01 par value)
This prospectus relates to the reoffer and resale by certain selling
shareholders (the "Selling Shareholders") of shares of our common stock that may
be issued by us to the Selling Shareholders upon the exercise of stock options
granted under our 2002 Stock Option Plan, our 1995 Incentive and Non-Qualified
Stock Option Plan or pursuant to other grants of Options to Non-Employee
Directors. We previously registered the offer and sale of the shares to the
Selling Shareholders. This Prospectus also relates to certain underlying options
that have not as of this date been granted. If and when such options are granted
to persons required to use the prospectus to reoffer and resell the shares
underlying such options, we will distribute a prospectus supplement. The shares
are being reoffered and resold for the account of the Selling Shareholders and
we will not receive any of the proceeds from the resale of the shares.
The Selling Shareholders have advised us that the resale of their
shares may be effected from time to time in one or more transactions on the
Nasdaq National Market, in negotiated transactions or otherwise, at market
prices prevailing at the time of the sale or at prices otherwise negotiated. See
"Plan of Distribution." We will bear all expenses in connection with the
preparation of this prospectus.
Our common stock is listed on the Nasdaq National Market. On July
29, 2003, the closing price for our Common Stock, as reported by the Nasdaq
National Market was $15.98.
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This investment involves risk. See "Risk Factors" beginning at page 5.
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NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS DETERMINED WHETHER THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. THEY
HAVE NOT MADE, NOR WILL THEY MAKE, ANY DETERMINATION AS TO WHETHER ANYONE SHOULD
BUY THESE SECURITIES. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
The date of this Prospectus is July __, 2003.
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports, proxy statements and
other information with the Securities and Exchange Commission (the "SEC"). You
may read and copy any document we file at the SEC's public reference room
located at Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549. You
may obtain further information on the operation of the public reference room by
calling the SEC at 1-800-SEC-0330. Our SEC filings are also available to the
public over the Internet at the SEC's web site at http://www.sec.gov. You may
also request copies of such documents, upon payment of a duplicating fee, by
writing to the SEC at 450 Fifth Street, N.W., Washington, D.C. 20549.
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TABLE OF CONTENTS
WHERE YOU CAN FIND MORE INFORMATION............................................2
INCORPORATION BY REFERENCE.....................................................4
ABOUT THIS PROSPECTUS..........................................................4
GENERAL INFORMATION............................................................5
RISK FACTORS...................................................................5
USE OF PROCEEDS................................................................7
SELLING SHAREHOLDERS...........................................................7
PLAN OF DISTRIBUTION...........................................................9
LEGAL MATTERS.................................................................10
ADDITIONAL INFORMATION........................................................10
DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR
SECURITIES ACT LIABILITIES....................................................10
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INCORPORATION BY REFERENCE
The SEC allows us to "incorporate by reference" the information we
file with them, which means that we can disclose important information to you by
referring you to those documents. The information we incorporate by reference is
considered to be a part of this prospectus and information that we file later
with the SEC will automatically update and replace this information. We
incorporate by reference the documents listed below and any future filings we
make with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Securities
Exchange Act of 1934, as amended:
(1) Our Annual Report on Form 10-K for the year ended December 31,
2002;
(2) Our Quarterly Reports on Form 10-Q for the quarters ended March
31, 2003 and June 30, 2003; and
(3) Our Application for Registration of our common stock on Form 8-A
filed April 30, 1984.
You may request a copy of these filings, excluding the exhibits to
such filings which we have not specifically incorporated by reference in such
filings, at no cost, by writing or telephoning us at the following address:
Healthcare Services Group, Inc.
Richard W. Hudson, Secretary
3220 Tillman Drive
Glenview Corporate Center, Suite 300
Bensalem, Pennsylvania 19020
(215) 639-4274
ABOUT THIS PROSPECTUS
This prospectus is part of a registration statement we filed with
the SEC. You should rely only on the information provided or incorporated by
reference in this prospectus or any related supplement. We have not authorized
anyone else to provide you with different information. The Selling Stockholders
will not make an offer of these shares in any state where the offer is not
permitted. You should not assume that the information in this prospectus or any
supplement is accurate as of any other date than the date on the front of those
documents.
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GENERAL INFORMATION
We provide housekeeping, laundry, linen, facility maintenance and
food services to the healthcare industry, including nursing homes, retirement
complexes, rehabilitation centers and hospitals. We believe that we are the
largest provider of these contractual services to the long-term care industry in
the United States, rendering such services to approximately 1,400 facilities in
43 states and Canada.
Our principal executive offices are located at 3220 Tillman Drive,
Glenview Corporate Center, Suite 300, Bensalem, Pennsylvania 19020. Our
telephone number at such location is (215) 639-4274.
The Shares offered hereby were or will be purchased by the Selling
Shareholders upon exercise of options granted to them and will be sold for the
account of the Selling Shareholders.
RISK FACTORS
GENERAL - CAUTIONARY STATEMENTS REGARDING FORWARD-LOOKING STATEMENTS.
The purchase of our common stock involves a high degree of risk. You
should carefully consider the following risk factors and the other information
in this prospectus or information in our Annual Report on Form 10-K for the
fiscal year ended December 31, 2002 (the "10-K") and our Quarterly Reports on
Form 10-Q for the quarters ended March 31, 2003 and June 30, 2003 (the "10-Qs")
before deciding to invest in our Common Stock. Certain matters discussed in this
report or in the 10-K or 10-Qs may include forward-looking statements that are
subject to risks and uncertainties that could cause actual results or objectives
to differ materially from those projected. The Company undertakes no obligation
to publicly update or revise any forward-looking statements, whether as a result
of new information, future events or otherwise. Such risks and uncertainties
include, but are not limited to, risks arising from our providing services
exclusively to the health care industry, primarily providers of long-term care;
credit and collection risks associated with this industry; one client accounting
for approximately 23% of revenue for the six months ended June 30, 2003; our
claims experience related to workers' compensation and general liability
insurance; the effects of changes in regulations governing the industry; and the
risks specified below. Additionally, our operating results would be adversely
affected if unexpected increases in the costs of labor, materials, supplies and
equipment used in performing our services could not be passed on to clients. In
addition, we believe that to improve our future financial performance we must
continue to obtain service agreements with new clients, provide additional
services to existing clients, achieve modest price increases on current service
agreements with existing clients and maintain internal cost reduction strategies
at various operational levels. Furthermore, we believe that our ability to
sustain the internal development of managerial personnel is an important factor
impacting future operating results and successfully executing projected growth
strategies.
THE PHASING IN OF A MEDICARE PROSPECTIVE PAYMENT SYSTEM HAS ADVERSELY AFFECTED
OUR CLIENTS.
Our clients are subject to various governmental regulations
including, but not limited to the Balanced Budget Act of 1997 (the "BBA"). This
legislation changed Medicare policy in a number of ways, most notably the
phasing in, effective July 1, 1998, of a Medicare Prospective Payment System
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("PPS") for skilled nursing facilities which significantly changed the
reimbursement procedures and the amounts of reimbursement they receive. Many of
our clients' revenues are highly contingent on Medicare and Medicaid
reimbursement funding rates. Therefore, they have been and continue to be
adversely affected by changes in applicable laws and regulations, as well as
other trends in the long-term care industry. This has resulted in certain of our
clients filing for bankruptcy protection. Others may follow. Since the passage
of the BBA, Congress has passed additional legislation, principally the Balanced
Budget Refinement Act of 1999 ("BBRA") and the Benefit Improvement and
Protection Act of 2000 ("BIPA"). These enactments were intended primarily to
mitigate, temporarily, the reduction in reimbursement for skilled nursing
facilities under the Medicare PPS. In total, four add-on payments were
established by the enactments to offset the impact of PPS. On April 23, 2002,
the Center for Medicare and Medicaid Services ("CMS") announced that it would
delay implementation of any refinements to the scope of two of the add-on
payments enacted pursuant to the BBRA and BIPA, thereby extending the related
add-ons to at least September 30, 2003. The other two add-on payment provisions
expired on September 30, 2002. The Senate introduced legislation during October
2002 which included a partial reinstatement of the add-on payment provision
limited to the nursing component of the Medicare rate. This legislative proposal
would provide for certain annual increases beginning in 2003 through 2005. There
can be no assurance as to whether this proposal will be adopted. Any decisions
by the government to discontinue or adversely modify legislation relating to
reimbursement funding rates will have a material adverse affect on our clients'
revenues. These factors, in addition to delays in payments from clients, have
resulted in and could continue to result in significant additional bad debts in
the near future.
MAJOR CLIENT
We have one client, a nursing home chain, which for the six month
period ended June 30, 2003 and annual periods of 2002 and 2001 accounted for
approximately 23%, 17% and14%, respectively, of consolidated revenues. With
respect to such client, we derived revenues from both operating segments.
Although we expect to continue our relationship with this client, the loss of
such client would adversely affect the operations of our two operating segments.
OTHER BUSINESS RELATED RISKS
Our clients generally enter into service agreements which are
cancellable on short notice and we have encountered difficulty in collecting
amounts due from certain clients who have terminated service agreements as well
as clients who are in bankruptcy or slow payers experiencing financial
difficulties.
Substantially all of our agreements are full service agreements.
These agreements typically provide for a one year term, cancellable by either
party upon 30 days' notice after the initial 90-day period. As of June 30, 2003,
we provided services to approximately 1,400 client facilities.
Although the service agreements are cancellable on short notice, we
have historically had a favorable client retention rate and expect to be able to
continue to maintain satisfactory relationships with our clients. The risks
associated with short-term agreements have not materially affected either our
linen and laundry service, which sometimes require a capital investment, or
laundry installation sales, which require us to finance the sales price. These
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transactions have not been material in recent years. Such risks are often
mitigated by certain provisions set forth in the agreements which we enter into.
From time to time, however, we encounter difficulty in collecting
amounts due from certain of our clients. Therefore, the Company has sometimes
been required to extend the period of payment for certain clients beyond
contractual terms. These clients include those in bankruptcy, those who have
terminated service agreements and those who are slow payers and experiencing
financial difficulties. In order to provide for these collection problems and
the general risk associated with the granting of credit terms, we have recorded
bad debt provisions (i.e., an Allowance for Doubtful Accounts) of $2,950,000,
$6,050,000 and $5,445,000 in the six months ended June 30, 2003 and the fiscal
years ended December 31, 2002 and 2001, respectively. In addition to analyzing
and anticipating, where possible, the specific cases described above, our
management considers the general collection risks associated with trends in the
long-term care industry in making its evaluations.
THERE IS STRONG COMPETITION TO PROVIDE SERVICE TO HEALTHCARE FACILITIES.
We compete primarily with the in-house support service departments
of our potential clients. Most healthcare facilities perform their own support
service functions without relying upon outside management firms like us. In
addition, a number of local firms compete with us in the regional markets in
which we conduct business. Additionally, several national service firms are
larger and have greater financial and marketing resources than us, although
historically, such firms have concentrated their marketing efforts on hospitals
rather than the long-term care facilities which we typically service. Although
the competition to provide service to health care facilities is strong, we
believe that we compete effectively for new agreements, as well as renewals of
the existing agreements based upon the quality and dependability, as well as
cost savings from our services.
USE OF PROCEEDS
The Company will receive the exercise price of the options when
exercised by the holders thereof. Such proceeds will be used for working capital
purposes by the Company. The Company will not receive any of the proceeds from
the reoffer and resale of the Shares by the Selling Shareholders.
SELLING SHAREHOLDERS
This Prospectus relates to the reoffer and resale of Shares issued
or that may be issued to the Shareholders (who are deemed to be affiliates)
under the 2002 Stock Option Plan, the 1995 Incentive and Non-Qualified Stock
Option Plan or other grants to non-employee Directors.
The following table sets forth (i) the number of shares of Common
Stock beneficially owned by each Selling Shareholder at June 30, 2003 (ii) the
number of Shares of Common Stock to be offered for resale by each Selling
Shareholder and (iii) the number and percentage of shares of Common Stock to be
held by each Selling Shareholder after completion of the offering:
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Number of shares of
Common Stock/
Number of shares of Percentage of Class to be
Common Stock Number of Shares Owned After
Owned at June 30 to be Offered for, Completion of the
Name 2003(1) Resale Offering
----------------------- ------------------- ------------------ -------------------------
Daniel P. McCartney(2) 1,173,818(3) 223,903 950,015/8.5%
Joseph F. McCartney(4) 81,297(5) 81,297 --/*
Barton D. Weisman(6) 113,285(7) 32,435 80,850/*
Robert L. Frome(8) 32,660(9) 32,435 225/*
Thomas A. Cook(10) 343,694(11) 338,633 5,061/*
John M. Briggs(12) 36,800(13) 24,950 11,850/*
Robert J. Moss(15) 21,455(15) 21,455 --
Brian Waters(16) 15,397(17) 10,000 5,397/*
James DiStefano (18) 42,112(19) 41,329 783/*
Richard Hudson (20) 41,595(21) 41,500 95/*
Thomas Carpenter (22) 9,000(23) 9,000 --
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* less than one percent
(1) A person is deemed to be the beneficial owner of voting securities
that can be acquired by such person within 60 days after June 30,2003
upon the exercise of options. Each beneficial owner's percentage
ownership is determined by assuming that options that are held by
such person (but not those held by any other person) and that are
currently exercisable (i.e., that are exercisable within 60 days
after June 30, 2003) have been exercised. Unless otherwise noted, the
Company believes that all persons named in the table have sole voting
and investment power with respect to all shares beneficially owned by
them.
(2) Daniel P. McCartney has been Chief Executive Officer and Chairman of
the Board of the Company since 1977.
(3) Includes incentive stock options to purchase 71,866 shares and
nonqualified stock options to purchase 145,634 shares and 6,403
shares credited to Mr. McCartney's account (but unissued) in
connection with the Company's Deferred Compensation. Also includes an
aggregate of 2,500 shares that Mr. McCartney holds as co-trustee for
the benefit of his child. Mr. McCartney disclaims beneficial
ownership of the shares held by his child. Mr. McCartney may be
deemed to be a "parent" of and deemed to control the Company, as such
terms are defined for purposes of the Securities Act of 1933, as
amended (the "Securities Act"), by virtue of his position as founder,
director, Chief Executive Officer and principal shareholder of the
Company. Daniel P. McCartney is the brother of Joseph F. McCartney.
(4) Joseph F. McCartney has been a Director of the Company since 1983 and
Regional Vice President of the Company for more than five (5) years.
(5) Includes incentive stock options to purchase 64,837 shares and
nonqualified stock options to purchase 15,163 shares and 1,297 shares
credited to Mr. McCartney's account (but unissued) in connection with
the Company's Deferred Compensation Plan.
(6) Barton D. Weisman has been a Director of the Company since 1983.
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(7) Includes nonqualified stock options to purchase 32,435 shares.
(8) Robert L. Frome has been a Director of the Company since 1983.
(9) Includes nonqualified stock options to purchase 32,435 shares.
(10) Thomas A. Cook has been a Director of the Company since 1987;
President of the Company for more than five (5) years.
(11) Includes incentive stock options to purchase 82,378 shares and
nonqualified stock options to purchase 252,622 shares and 3,633
shares credited to Mr. Cook's account (but unissued) in connection
with the Company's Deferred Compensation Plan.
(12) John M. Briggs has been a Director of the Company since 1993.
(13) Includes nonqualified stock options to purchase 24,950 shares.
(14) Robert J. Moss has been a Director of the Company since 1992.
(15) Represents nonqualified stock options to purchase 21,455 shares.
(16) Brian Waters has been the Company's Vice President of Operations for
more than five (5) years.
(17) Includes incentive stock options to purchase 7,905 shares and
nonqualified stock options to purchase 2,095 shares.
(18) James DiStefano has been the Company's Treasurer and Chief Financial
Officer for more than five (5) years.
(19) Includes incentive stock options to purchase 37,655 shares and
nonqualified stock options to purchase 2,095 shares and 1,579 shares
credited to Mr. DiStefano's account (but unissued) in connection with
the Company's Deferred Compensation Plan.
(20) Richard Hudson has been the Company's Vice President of Finance,
Secretary and Chief Accounting Officer for more than five (5) years.
(21) Includes incentive stock options to purchase 35,715 shares and
nonqualified stock options to purchase 5,785 shares.
(22) Thomas Carpenter has been the Company's General Counsel since July
2000 and Assistant Secretary since October 2002. Prior to July 2000,
he was an associate of the law firm of Cozen O'Connor from May 1998
to July 2000. From September 1993 to May 1998, he was an associate of
the law firm of Rosenn, Jenkins and Greenwald.
(23) Represents incentive stock options to purchase 9,000 shares.
PLAN OF DISTRIBUTION
It is anticipated that all of the Shares will be offered by the
Selling Shareholders from time to time in the open market, either directly or
through brokers or agents, or in privately negotiated transactions. The Selling
Shareholders have advised the Company that they are not parties to any
agreement, arrangement or understanding as to such sales.
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LEGAL MATTERS
Certain legal matters in connection with the issuance of the Shares
offered hereby have been passed upon for the Company by Olshan Grundman Frome
Rosenzweig & Wolosky LLP, New York, New York 10022. Robert L. Frome, a member of
Olshan Grundman Frome Rosenzweig & Wolosky LLP, is a director of the registrant
and beneficially owns 225 shares and holds options to purchase 32,435 shares of
Common Stock of the Company. The shares underlying the options held by Mr. Frome
were previously registered.
ADDITIONAL INFORMATION
The Company has filed with the Securities and Exchange Commission a
Registration Statement on Form S-8 under the Securities Act with respect to the
Shares offered hereby. For further information with respect to the Company and
the securities offered hereby, reference is made to the Registration Statement.
Statements contained in this Prospectus as to the contents of any contract or
other document are not necessarily complete, and in each instance, reference is
made to the copy of such contract or document filed as an exhibit to the
Registration Statement, such statement being qualified in all respects by such
reference.
DISCLOSURE OF COMMISSION POSITION ON
INDEMNIFICATION FOR SECURITIES ACT LIABILITIES
Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers or persons controlling
the Company, the Company has been advised that it is the Securities Exchange
Commission's opinion that such indemnification is against public policy as
expressed in the Securities Act and is, therefore, unenforceable.
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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 this
25th day of July, 2003.
HEALTHCARE SERVICES GROUP, INC.
(Registrant)
/s/ Daniel P. McCartney
---------------------------------------------------------
Daniel P. McCartney, Chief Executive Officer and Chairman
POWER OF ATTORNEYS AND SIGNATORIES
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
Daniel P. McCartney and Thomas A Cook 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.
Signature Title Date
--------- ----- ----
/s/ Daniel P. McCartney
---------------------------
Daniel P. McCartney Chief Executive Officer and Chairman July 25, 2003
/s/ Thomas A. Cook Director, President and Chief Operating
---------------------------- Officer July 25, 2003
Thomas A. Cook
/s/Barton D. Weisman
---------------------------
Barton D. Weisman Director July 25, 2003
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/s/ Robert L. Frome
---------------------------
Robert L. Frome Director July 25, 2003
/s/ John M. Briggs
--------------------------
John M. Briggs Director July 25, 2003
/s/ Robert J. Moss
--------------------------
Robert J. Moss Director July 25, 2003
/s/ Joseph F. McCartney
--------------------------
Joseph F. McCartney Director and Divisional Vice President July 25, 2003
/s/ James L. DiStefano
--------------------------
James L. DiStefano Chief Financial Officer and Treasurer July 25, 2003
/s/ Richard W. Hudson Vice President - Finance
-------------------------- and Secretary (Principal Accounting Officer) July 25, 2003
Richard W. Hudson
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