As filed with the Securities and Exchange Commission on July 28, 2023
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, Pennsylvania19020
(Address of Principal Executive Office)(Zip Code)
Amended and Restated Healthcare Services Group, Inc. 2020 Omnibus Incentive Plan
(Full Title of the Plan)

Theodore Wahl
Chief Executive Officer
Healthcare Services Group, Inc.
3220 Tillman Drive, Suite 300
Bensalem, Pennsylvania 19020
(Name and Address of Agent for Service)

(215) 639-4274
(Telephone Number, Including Area Code, of Agent For Service)

Copies to:
Kenneth A. Schlesinger, Esq.
Olshan Frome Wolosky LLP
1325 Avenue of the Americas
New York, NY 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. ☐



EXPLANATORY NOTE
The shareholders of Healthcare Services Group, Inc. (the “Company”) approved an amendment to the Company's 2020 Omnibus Incentive Plan (the “Amended Plan”) on May 30, 2023 to increase the number of shares of the Company's common stock, par value $0.01 (the "Common Stock") that are available for issuance thereunder by 2,500,000 shares. This Registration Statement on Form S-8 is being filed by the Company for the purpose of registering an additional 2,500,000 shares of the Common Stock under the Amended Plan. Pursuant to Instruction E of Form S-8, the contents of the Form S-8 Registration Statement (File No. 333-240096) filed with the Securities and Exchange Commission (the "Commission") on July 24, 2020, relating to the Amended Plan, are incorporated by reference herein.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.    INCORPORATION OF DOCUMENTS BY REFERENCE

The following documents filed by the Registrant with 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, 2022 filed with the Commission on February 17, 2023.

b.The Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2023, filed with the Commission on April 28, 2023.

c.The Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2023, filed with the Commission on July 28, 2023.

d.The Registrant’s Current Reports on Form 8-K filed with the Commission on February 15, 2023 (except for information and exhibits furnished under Item 2.02 or Item 7.01), February 16, 2023 and June 1, 2023.

e.The Registrant’s definitive proxy statement on Schedule 14A filed with the Commission on April 28, 2023, as amended on May 1, 2023; and

f.All other reports and documents subsequently filed by the Registrant with the Commission 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.

g.Description of the Registrant’s Common Stock, contained in Item I of the Registrant’s Registration Statement on Form 8-A, filed with the Commission 8-A filed on April 30, 1984, including any amendments or reports filed for the purpose of updating such descriptions.

Healthcare Services Group, Inc. | Amended and Restated Healthcare Services Group, Inc. 2020 Omnibus Incentive Plan | 2

ITEM 8.    EXHIBITS

Incorporation by Reference
Exhibit
Number		DescriptionFormFile No.ExhibitFiling DateFiled or Furnished Herewith
4.110-K0-120153.23/21/2001—
4.28-K0-120153.15/24/2007—
4.310-K0-120153.32/19/2015—
4.4 (P)Specimen Certificate of the Common Stock, $0.01 par value, of the RegistrantS-182-87625-W4.1——
4.5†8-K0-12015106/1/2023—
5.1Opinion of Olshan Frome Wolosky LLP with respect to legality of the Common Stock.————X
23.1————X
23.2Consent of Olshan Frome Wolosky LLP, included in Exhibit No. 5.1.————X
24.1Power of Attorney, included on the signature page to this Registration Statement.————X
107.1————X
†Indicates a management plan or compensatory plan or arrangement.
(P)Prior to digital copy

Healthcare Services Group, Inc. | Amended and Restated Healthcare Services Group, Inc. 2020 Omnibus Incentive Plan | 3

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 July 28, 2023.
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 Andrew M. Brophy and each of them singly, as true and lawful attorneys-in-fact and agents with full power of substitution and resubstitution, for him or her in his or her 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 or she 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.

Healthcare Services Group, Inc. | Amended and Restated Healthcare Services Group, Inc. 2020 Omnibus Incentive Plan | 4

SignatureTitleDate
/s/ Theodore WahlDirector and President & Chief Executive Officer7/28/2023
Theodore Wahl(Principal Executive Officer)
/s/ Andrew M. BrophyVice President, Controller & Principal Accounting Officer7/28/2023
Andrew M. Brophy(Principal Financial and Accounting Officer)
/s/ Jude ViscontoChairman of the Board7/28/2023
Jude Visconto
/s/ Diane S. CaseyDirector7/28/2023
Diane S. Casey
/s/ Robert L. FromeDirector7/28/2023
Robert L. Frome
/s/ Dino D. OttavianoDirector7/28/2023
Dino D. Ottaviano
/s/ John J. McFaddenDirector7/28/2023
John J. McFadden
/s/ Jude ViscontoDirector7/28/2023
Jude Visconto
/s/ Daniela CastagninoDirector7/28/2023
Daniela Castagnino
/s/ Laura GrantDirector7/28/2023
Laura Grant
/s/ Kurt Simmons, Jr.Director7/28/2023
Kurt Simmons, Jr.

Healthcare Services Group, Inc. | Amended and Restated Healthcare Services Group, Inc. 2020 Omnibus Incentive Plan | 5

July 28, 2023
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 Amended and Restated 2020 Omnibus 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

Exhibit 107.1
CALCULATION OF FILING FEE TABLE

FORM S-8
(Form Type)

HEALTHCARE SERVICES GROUP, INC.
(Exact Name of Registrant as Specified in Charter)

Table 1: Newly Registered Securities
Security type
Title of securities to be registered(1)
Fee calculation rule
Amount to be registered(1)(2)
Proposed maximum offering price per share(3)
Proposed maximum aggregate offering price(3)
Fee rate
Amount of registration fee (3)
EquityCommon Stock, $0.01 par value per share: Reserved for future issuance under the Amended and Restated 2020 Omnibus Incentive PlanRule 457(c) & Rule 457(h)2,500,000 shares$12.43$31,075,0000.00011020$3,424.47
Total offering amounts$31,075,000$3,424.47
Total fee offsets$0.00
Net fee due$3,424.47

1.As described in the Explanatory Note in this registration statement, the number of shares of common stock, par value $0.01 per share ("Common Stock") registered hereby consists of 2,500,000 shares being registered for the first time pursuant to the Healthcare Services Group, Inc. ("the Company") Amended and Restated 2020 Omnibus Incentive Plan (the "Amended Plan"). Such shares are subject to reissuance under the Amended Plan in the event the awards are subsequently forfeited, terminated, lapsed, or satisfied thereunder in cash or property other than shares.
2.Pursuant to Rule 416(c) under the Securities Act of 1933, as amended (the “Securities Act”) this Registration Statement covers an indeterminate amount of interests to be offered or sold pursuant to the Amended Plan. Pursuant to Rule 416(a), 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 Amended Plan.
3.With respect to the shares available for issuance under the Amended Plan, pursuant to Rule 457(c) and 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 July 27, 2023 of $12.43 per share.

Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


We have issued our reports dated February 17, 2023 with respect to the consolidated financial statements and internal control over financial reporting of Healthcare Services Group, Inc. included in the Annual Report on Form 10-K for the year ended December 31, 2022, which are incorporated by reference in this Registration Statement. We consent to the incorporation by reference of the aforementioned reports in this Registration Statement.

/s/ GRANT THORNTON LLP

Philadelphia, Pennsylvania

July 28, 2023




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