As filed with the Securities and Exchange Commission on May 20, 2025
Registration No. 333-287421
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO 1.
TO
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
CHEMED CORPORATION
(Exact name of registrant as specified in its charter)
Delaware |
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31-0791746 |
(State or other jurisdiction of incorporation or organization) |
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(IRS Employer Identification No.) |
255 E. Fifth Street, Suite 2600, Cincinnati, Ohio |
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45202 |
(Address of principal executive offices) |
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(Zip code) |
2025 STOCK INCENTIVE PLAN (Full title of the plan)
Brian C. Judkins 255 E. Fifth Street, Suite 2600 Cincinnati, Ohio 45202 (Name and address of agent for service)
(513) 762-6690 (Telephone number, including area code, of agent for service) |
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer or a non-accelerated filer (as defined in Rule 12b-2 of the Exchange Act).
Large Accelerated Filer |
☒ |
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Accelerated Filer |
☐ |
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Non-accelerated Filer |
☐ |
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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 the extended transition period for complying with a new or revised financial accounting standards provided pursuant to Section 13 (a) of the Exchange Act ☐
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EXPLANATORY NOTE
Chemed is filing this Form S-8 POS due to a clerical error on Exhibit 23 Consent of Independent Registered Public Accounting Firm (the “Consent”) in our Form S-8 filing of May 20, 2025 (the “Original”). The signature line was inadvertently left off the Consent. The updated Consent is filed herewith and listed as Exhibit 23.
Except as described above, this Form S-8 POS does not amend, modify, or otherwise update any other information in the Original Form S-8. Accordingly, this Form S-8 POS should be read in conjunction with the Original Form S-8 and the Company’s other filings with the SEC.
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Item 8. Exhibits.
Page Number or
Incorporation
Numberby Reference
Under Item 601 File Number and
Exhibit Regulation Filing Date
Number S-K
23 (23) Consent of Independent Registered Public
Accounting Firm
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SIGNATURES |
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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 20, 2025. |
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CHEMED CORPORATION |
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By: /s/ Michael D. Witzeman |
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Michael D. Witzeman |
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Executive Vice President, Controller and |
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Chief Financial Officer |
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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. |
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Signature |
Title |
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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 Officer May 20, 2025
Kevin J. McNamara (Principal Executive Officer)
/s/ Michael D. Witzeman Executive Vice President, May 20, 2025
Michael D. Witzeman Controller and Chief Financial Officer
(Principal Financial Officer)
Ron DeLyons* Eileen P. McCarthy* DIRECTORS
Christopher J. Heaney*John M. Mount Jr.*
Thomas C. Hutton*George J. Walsh III*
Andrea R. Lindell*
/s/ Brian C. Judkins May 20, 2025
Brian C. Judkins
Vice President, Chief Legal Officer and Secretary
*Brian C. Judkins signing his 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/ Brian C. Judkins
Brian C. Judkins, Attorney-in-Fact
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INDEX TO EXHIBITS
Page Number
or
Incorporation by Reference
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Number |
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Under Item 601 |
File Number |
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Exhibit |
Regulation |
and |
Previous |
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Number |
S-K |
Filing Date |
Exhibit |
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23 |
(23) |
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