<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 17, 1996
REGISTRATION NO. 333-
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------
AMENDMENT NO. 1
TO
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
---------------
NATIONAL SURGERY CENTERS, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 8011 36-3549627
(STATE OR OTHER (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER
JURISDICTION OF CLASSIFICATION CODE NUMBER)
IDENTIFICATION NUMBER)
INCORPORATION OR
ORGANIZATION) 35 EAST WACKER DRIVE, SUITE 2800
CHICAGO, ILLINOIS 60601
TELEPHONE: (312) 553-4200
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
E. TIMOTHY GEARY
CHAIRMAN OF THE BOARD OF DIRECTORS,
CHIEF EXECUTIVE OFFICER AND PRESIDENT
NATIONAL SURGERY CENTERS, INC.
35 EAST WACKER DRIVE, SUITE 2800
CHICAGO, ILLINOIS 60601
TELEPHONE: (312) 553-4200
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
COPIES TO:
STEVEN E. DUCOMMUN, ESQ. J. VAUGHAN CURTIS, ESQ.
BELL, BOYD & LLOYD ALSTON & BIRD
70 WEST MADISON STREET 1201 WEST PEACHTREE STREET
CHICAGO, ILLINOIS 60602 ATLANTA, GEORGIA 30309-3424
TELEPHONE: (312) 372-1121 TELEPHONE: (404) 881-7000
---------------
FILING CERTAIN EXHIBITS
---------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS
REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH
SECTION 8(A) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID
SECTION 8(A), MAY DETERMINE.
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following table sets forth the estimated expenses to be borne by the
Company in connection with the registration, issuance and distribution of the
securities being registered hereby, other than underwriting discounts and
commissions. All amounts are estimates except the SEC registration fee and the
NASD filing fee.
<TABLE>
<S> <C>
Securities and Exchange Commission registration fee............. $ 30,677
NASD filing fee................................................. 9,396
NASDAQ listing fee.............................................. 17,500
Transfer agent and registrar's fee and expenses................. 5,000
Blue Sky fees and expenses...................................... 10,000
Printing and engraving expenses................................. 75,000
Legal fees and expenses......................................... 100,000
Accounting fees and expenses.................................... 150,000
Miscellaneous................................................... 2,427
--------
Total....................................................... $400,000
========
</TABLE>
ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the General Corporation Law of Delaware authorizes the
Company to indemnify its directors and officers under specified circumstances.
The Certificate of Incorporation and bylaws of the Company provide that the
Company shall indemnify, to the extent permitted by Delaware law, its
directors and officers (and may indemnify its employees and agents) against
liabilities (including expenses, judgments and settlements) incurred by them
in connection with any actual or threatened action, suit, or proceeding to
which they are or may become parties and which arises out of their status as
directors, officers, or employees.
The Company's Certificate of Incorporation eliminates, to the fullest extent
permitted by Delaware law, liability of a director to the Company or its
stockholders for monetary damages for a breach of such director's fiduciary
duty of care except for liability where a director (a) breaches his or her
duty of loyalty to the Company or its stockholders, (b) fails to act in good
faith or engages in intentional misconduct or knowing violation of law, (c)
authorizes payment of an illegal dividend or stock repurchase, or (d) obtains
an improper personal benefit. While liability for monetary damages has been
eliminated, equitable remedies such as injunctive relief or rescission remain
available. In addition, a director is not relieved of his responsibilities
under any other law, including the federal securities laws.
The directors and officers of the Company are insured within the limits and
subject to the limitations of the policies, against certain expenses in
connection with the defense of actions, suits, or proceedings and certain
liabilities which might be imposed as a result of such actions, suits, or
proceedings, to which they are parties by reason of being or having been such
directors or officers.
ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES
On October 1, 1993, pursuant to an Asset Purchase Agreement dated October 9,
1991 among the Company, Olympic Ambulatory Surgery Center, Inc., a Washington
corporation, and certain other signatories thereto, the Company issued to two
accredited investors $65,000 aggregate principal amount
II-1
<PAGE>
of 9% Convertible Subordinated Notes of the Company due October 1, 1998. The
above-mentioned securities were issued without registration under the
Securities Act, in reliance upon the exemption in Section 4(2) of the
Securities Act.
On October 20, 1993, pursuant to a Stock Purchase Agreement dated October
20, 1993 among the Company and all of the holders of the outstanding capital
stock of Walk In and Out, Inc., a Kentucky corporation ("Walk In"), in
exchange for the transfer of all of Walk In's outstanding capital stock, the
Company issued to eight accredited investors $97,125 aggregate principal
amount of 7% Convertible Subordinated Notes of the Company due October 20,
2000. The above-mentioned securities were issued without registration under
the Securities Act, in reliance upon the exemption in Section 4(2) of the
Securities Act.
On March 23, 1994, pursuant to an earnout provision in an Asset Purchase
Agreement dated November 11, 1992 between the Company and Surgical Center of
Elizabethtown, Inc., a Kentucky corporation, the Company issued to an
accredited investor 17,499 shares of Common Stock for an aggregate purchase
price of $280,000. The above-mentioned securities were issued without
registration under the Securities Act, in reliance upon the exemptions in
Sections 4(2) and 4(6) of the Securities Act and Rule 506 of Regulation D.
On June 21, 1994, the Company issued to one individual warrants to purchase
an aggregate of 22,500 shares of Common Stock for an aggregate purchase price
of $4,950. The above-mentioned securities were issued without registration
under the Securities Act, in reliance upon the exemption in Section 4(2) of
the Securities Act and Rule 504 of Regulation D.
On August 18, 1994, pursuant to a Common Stock Purchase Agreement by and
between the Company and J.P. Morgan Capital Corporation, a Delaware
corporation ("J.P. Morgan''), the Company issued and sold to J.P. Morgan
200,000 shares of Common Stock and 976,470 shares of the Company's Non-voting
Common Stock, for an aggregate purchase price of $10,000,000. The above-
mentioned securities were sold without registration under the Securities Act,
in reliance upon the exemptions in Sections 4(2) and 4(6) of the Securities
Act and Rule 506 of Regulation D.
On September 27, 1994, the Company sold to seven accredited investors 26,176
shares of Common Stock for an aggregate purchase price of $222,517. The above-
mentioned securities were sold without registration under the Securities Act,
in reliance upon the exemption in Section 4(2) of the Securities Act.
On December 6, 1994, the Company sold to three accredited investors 4,087
shares of Common Stock for an aggregate purchase price of $34,752. The above-
mentioned securities were sold without registration under the Securities Act,
in reliance upon the exemption in Section 4(2) of the Securities Act.
On December 16, 1994, pursuant to an Asset Purchase Agreement dated November
22, 1991 among the Company, Village Ambulatory Surgery Associates, Inc., a
North Carolina corporation, and certain other signatories thereto, the Company
issued to three accredited investors $917,504 aggregate principal amount of 9%
per annum Convertible Subordinated Notes of the Company due December 31, 2000.
The above-mentioned securities were sold without registration under the
Securities Act, in reliance upon the exemption in Section 4(2) of the
Securities Act.
On March 1, 1995, pursuant to an Asset Purchase Agreement dated June 30,
1992 among the Company, First Hill Surgery Center, Inc., a Washington
corporation, and certain other signatories thereto, the Company issued to an
accredited investor $300,000 aggregate principal amount of 9.5% Convertible
Subordinated Notes of the Company due October 1, 2000. The above-mentioned
security was issued to that accredited investor without registration under the
Securities Act, in reliance upon the exemption in Section 4(2) of the
Securities Act.
II-2
<PAGE>
On May 23, 1995, the Company sold to accredited investors 37,494 shares of
Common Stock for an aggregate purchase price of $318,699. The above-mentioned
securities were sold without registration under the Securities Act, in
reliance upon the exemptions in Sections 4(2) and 4(6) of the Securities Act
and Rule 506 of Regulation D.
On June 20, 1995, pursuant to an exercise of options under the Company's
1992 Stock Option Plan, the Company issued and sold to a former employee of
the Company, 999 shares of Common Stock for an aggregate purchase price of
$8,500. The above-mentioned securities were sold without registration under
the Securities Act in reliance upon the exemption in Rule 701 under the
Securities Act.
On July 5, 1995, the Company issued to one individual warrants to purchase
an aggregate of 15,000 shares of Common Stock for an aggregate purchase price
of $2,500. The above-mentioned securities were issued without registration
under the Securities Act, in reliance upon the exemption in Section 4(2) of
the Securities Act and Rule 504 of Regulation D.
On August 1, 1995, pursuant to an exercise of options under the Company's
1992 Stock Option Plan, the Company issued and sold to a former employee of
the Company, 2,374 shares of Common Stock for an aggregate purchase price of
$20,187. The above-mentioned securities were sold without registration under
the Securities Act in reliance upon the exemption in Rule 701 under the
Securities Act.
On October 1, 1995, the Company issued to one individual an aggregate of
22,500 shares of Common Stock pursuant to a Stock Purchase Agreement among the
Company, Greensboro Specialty Surgicenter Inc., and certain other signatories
thereto for an aggregate purchase price of $225,000. The above mentioned
securities were issued to that overcredited investor without registration
under the Securities Act, in reliance upon the exemption in Section 4(2) of
the Securities Act.
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT PAGE
------- ---------------------- ----
<C> <S> <C>
1.1+ Proposed form of Underwriting Agreement
3.1* Certificate of Incorporation of the Company
3.2* Bylaws of the Company
4.1* Specimen certificate representing shares of Common Stock
4.2* Debenture and Warrant Purchase Agreement dated June 22, 1992
between the Company and WCAS Capital Partners II, L.P. ("WCAS
II")
4.3* 10 1/2% Subordinated Redeemable Debenture Due June 22, 2002
dated June 22, 1992 issued by the Company to WCAS II
4.4* 10 1/2% Subordinated Redeemable Debenture Due October 27,
2002 dated October 27, 1992 issued by the Company to WCAS II
5.1+ Opinion of Bell, Boyd & Lloyd as to the legality of the Com-
mon Stock
10.1+ Amended and Restated 1992 Stock Option Plan of the Company,
as further amended.
10.2+ Amended and Restated Employee Stock Purchase Plan of the Com-
pany
10.3* Lease dated December 22, 1988 between Surgical Center Invest-
ors, Ltd. ("SCI") and Surgical Center of Greensboro, Inc.
("SCE")
10.4* Agreement dated June 23, 1992 among SCI, Surgical Care and
SCE
10.5* Second Amendment to Lease dated September 24, 1992 between
SCI and NSC Greensboro, Inc.
10.6* Common Stock Purchase Agreement dated August 18, 1994 between
the Company and J.P. Morgan Capital Corporation ("JPMCC")
10.7* Amended and Restated Credit Agreement dated August 18, 1994
between the Company and Continental Bank
</TABLE>
II-3
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT PAGE
------- ---------------------- ----
<C> <S> <C>
10.8* Supplemental Agreement No. 3 dated March 31, 1995 between the
Company and Bank of America Illinois (formerly known as Con-
tinental Bank)
10.9* Form of Employment Agreement between the Company and E. Timo-
thy Geary ("ETG")
10.10* Form of Employment Agreement between the Company and John G.
Rex-Waller ("JRW")
10.11* Form of Employment Agreement between the Company and Dennis
D. Solheim
10.12* Form of Employment Agreement between the Company and Richard
D. Pence
10.13* Form of Employment Agreement between the Company and Dennis
J. Zamojski
10.14* Management Agreement dated November 22, 1991 among Physicians
Ambulatory Management Corp. ("PAM"), NSC Fayetteville, Inc.
and Fayetteville Ambulatory Surgery Center Limited Partner-
ship
10.15* Amended and Restated Registration Rights Agreement dated Au-
gust 18, 1994 among the Company, Welsh, Carson, Anderson &
Stowe V, L.P. ("WCAS V"), WCA Management Corp., Camp Hill As-
sociates II, WILBLAIRCO Associates, ETG, JRW and JPMCC
10.16* Convertible Subordinated Note dated December 16, 1994, for
$1,750,000, of the Company made payable to Village Ambulatory
Surgery Associates, Inc. ("VASA")
10.17* Convertible Subordinated Note dated December 16, 1994, for
$350,000, of the Company made payable to VASA
10.18* Convertible Subordinated Note dated December 16, 1994, for
$780,000, of the Company made payable to VASA
10.19* Convertible Subordinated Note dated December 16, 1994, for
$275,000, of the Company made payable to PAM
10.20* Convertible Subordinated Note dated December 16, 1994, for
$68,752, of the Company made payable to John T. Henlery, Jr.
10.21* Warrant Purchase Agreement dated June 24, 1992 between the
Company and WCAS V
10.22* Stock Subscription Warrant dated June 24, 1992 issued by the
Company to WCAS V
10.23* Warrant Amendment dated August 18, 1994 between the Company
and WCAS V
10.24* Warrant Amendment dated August 18, 1994 between the Company
and WCAS II
10.25* Second Amendment to Warrant dated August 18, 1994 between the
Company and WCAS II
10.26* Second Amendment to Warrant dated December 31, 1994 between
the Company and WCAS II
10.27** Purchase Agreement dated February 23, 1996 among National
Surgery Centers, Inc.; Endoscopy Center Affiliates, Inc.; and
Caremark Inc.
10.28*** Purchase Agreement dated February 21, 1996 by and among the
following parties: Coram Healthcare Corporation, a Nevada
corporation; T2 Medical, Inc., Delaware corporation; Surgex,
Inc., a Nevada corporation; Ronald E. Moore; and National
Surgery Centers, Inc., a Delaware corporation
10.29**** Agreement to Purchase Partnership Interests relating to
Westside Surgery Centers, Ltd. Among National Surgery
Centers, Inc., NSC Houston, Inc., Healthfirst Medical
Westside Corporation and The Limited Partners of Westside
Surgery Center, Ltd. Who Agree to Sell a Portion of Their
Limited Partnership Interests to NSC Houston, Inc.
</TABLE>
II-4
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT PAGE
------- ---------------------- ----
<C> <S> <C>
21.1 Revised list of subsidiaries of the Company
23.1+ Consent of Ernst & Young LLP (included in Part II of this
registration statement)
23.2+ Consent of Bell, Boyd & Lloyd (contained in Exhibit 5.1)
23.3+ Consent of Arthur Andersen LLP (included in Part II of this
registration statement)
23.4+ Consent of Habif, Arogeti & Wynne, P.C. (included in Part II
of this registration statement)
24.1+ Powers of Attorney (included on the signature page of this
registration statement)
</TABLE>
- --------
*Incorporated by reference to the corresponding exhibit to the Company's
Registration Statement on Form S-1, Registration No. 33-96996.
**Incorporated by reference to the corresponding exhibit to the Company's
Current Report on Form 8-K dated February 23, 1996.
***Incorporated by reference to the corresponding exhibit to the Company's
Current Report on Form 8-K dated May 13, 1996.
****Incorporated by reference to the corresponding exhibit to the Company's
Current Report on Form 8-K dated July 19, 1996.
+Previously filed.
(b) FINANCIAL STATEMENT SCHEDULES
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
+Report of Independent Auditors on Schedules............................... S-1
+Schedule I Condensed Financial Information of the Company................. S-2
+Schedule II Valuation and Qualifying Accounts of the Company.............. S-5
</TABLE>
- --------
+Incorporated by reference to the corresponding schedules to the Company's
Annual Report on Form 10-K dated March 29, 1996.
ITEM 17. UNDERTAKINGS
The undersigned registrant hereby undertakes to provide to the Underwriters,
at the closing specified in the Underwriting Agreements, certificates in such
denominations and registered in such names as required by the Underwriters to
permit prompt delivery to each purchaser.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
Company pursuant to the provisions described under Item 14 above or otherwise,
the Company has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Company of expenses incurred or paid by a director, officer, or controlling
person of the Company in the successful defense of any action, suit, or
proceeding) is asserted against the Company by such director, officer, or
controlling person in connection with the securities being registered, the
Company will, unless in the opinion of its counsel the matter has been settled
by controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication of such
issue.
The undersigned registrant hereby undertakes that:
(1) For purposes of determining any liability under the Securities Act of
1933, the information omitted from the form of prospectus filed as part of
this registration statement in reliance upon Rule
II-5
<PAGE>
430A and contained in a form of prospectus filed by the registrant pursuant
to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed
to be part of this registration statement as of the time it was declared
effective.
(2) For the purpose of determining any liability under the Securities Act
of 1933, each post-effective amendment that contains a form of prospectus
shall be deemed to be a new registration statement relating to the
securities offered therein, and this offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.
II-6
<PAGE>
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT
HAS DULY CAUSED THIS REGISTRATION STATEMENT TO BE SIGNED ON ITS BEHALF BY THE
UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE CITY OF CHICAGO, STATE OF
ILLINOIS, ON OCTOBER 16, 1996.
National Surgery Centers, Inc.
/s/ E. Timothy Geary
By: _________________________________
E. Timothy Geary
Chairman of the Board of Directors
and
Chief Executive Officer
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS REGISTRATION
STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE CAPACITIES INDICATED
ON OCTOBER 16, 1996.
<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
PRINCIPAL EXECUTIVE OFFICER:
<S> <C>
/s/ E. Timothy Geary Chairman of the Board of Directors and
___________________________________________ Chief Executive Officer
E. Timothy Geary
PRINCIPAL FINANCIAL OFFICER AND PRINCIPAL ACCOUNTING OFFICER:
Bryan S. Fisher* Chief Financial Officer and Controller
A MAJORITY OF THE DIRECTORS:
John K. Carlyle* Director
Russell L. Carson* Director
John T. Henley, Jr., M.D.* Director
Donald E. Linder, M.D.* Director
Rocco A. Ortenzio* Director
Andrew M. Paul* Director
John G. Rex-Waller* Executive Vice President, Secretary,
Treasurer and Director
</TABLE>
/s/ E. Timothy Geary
By: ____________________________
E. Timothy Geary,
Attorney-in-Fact
II-7
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT PAGE
------- ---------------------- ----
<C> <S> <C>
1.1+ Proposed form of Underwriting Agreement
3.1* Certificate of Incorporation of the Company
3.2* Bylaws of the Company
4.1* Specimen certificate representing shares of Common Stock
4.2* Debenture and Warrant Purchase Agreement dated June 22, 1992
between the Company and WCAS Capital Partners II, L.P. ("WCAS
II")
4.3* 10 1/2% Subordinated Redeemable Debenture Due June 22, 2002
dated June 22, 1992 issued by the Company to WCAS II
4.4* 10 1/2% Subordinated Redeemable Debenture Due October 27,
2002 dated October 27, 1992 issued by the Company to WCAS II
5.1+ Opinion of Bell, Boyd & Lloyd as to the legality of the Com-
mon Stock
10.1+ Amended and Restated 1992 Stock Option Plan of the Company,
as further amended.
10.2+ Amended and Restated Employee Stock Purchase Plan of the Com-
pany
10.3* Lease dated December 22, 1988 between Surgical Center Invest-
ors, Ltd. ("SCI") and Surgical Center of Greensboro, Inc.
("SCE")
10.4* Agreement dated June 23, 1992 among SCI, Surgical Care and
SCE
10.5* Second Amendment to Lease dated September 24, 1992 between
SCI and NSC Greensboro, Inc.
10.6* Common Stock Purchase Agreement dated August 18, 1994 between
the Company and J.P. Morgan Capital Corporation ("JPMCC")
10.7* Amended and Restated Credit Agreement dated August 18, 1994
between the Company and Continental Bank
10.8* Supplemental Agreement No. 3 dated March 31, 1995 between the
Company and Bank of America Illinois (formerly known as Con-
tinental Bank)
10.9* Form of Employment Agreement between the Company and E. Timo-
thy Geary ("ETG")
10.10* Form of Employment Agreement between the Company and John G.
Rex-Waller ("JRW")
10.11* Form of Employment Agreement between the Company and Dennis
D. Solheim
10.12* Form of Employment Agreement between the Company and Richard
D. Pence
10.13* Form of Employment Agreement between the Company and Dennis
J. Zamojski
10.14* Management Agreement dated November 22, 1991 among Physicians
Ambulatory Management Corp. ("PAM"), NSC Fayetteville, Inc.
and Fayetteville Ambulatory Surgery Center Limited Partner-
ship
10.15* Amended and Restated Registration Rights Agreement dated Au-
gust 18, 1994 among the Company, Welsh, Carson, Anderson &
Stowe V, L.P. ("WCAS V"), WCA Management Corp., Camp Hill As-
sociates II, WILBLAIRCO Associates, ETG, JRW and JPMCC
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT PAGE
------- ---------------------- ----
<C> <S> <C>
10.16* Convertible Subordinated Note dated December 16, 1994, for
$1,750,000, of the Company made payable to Village Ambulatory
Surgery Associates, Inc. ("VASA")
10.17* Convertible Subordinated Note dated December 16, 1994, for
$350,000, of the Company made payable to VASA
10.18* Convertible Subordinated Note dated December 16, 1994, for
$780,000, of the Company made payable to VASA
10.19* Convertible Subordinated Note dated December 16, 1994, for
$275,000, of the Company made payable to PAM
10.20* Convertible Subordinated Note dated December 16, 1994, for
$68,752, of the Company made payable to John T. Henlery, Jr.
10.21* Warrant Purchase Agreement dated June 24, 1992 between the
Company and WCAS V
10.22* Stock Subscription Warrant dated June 24, 1992 issued by the
Company to WCAS V
10.23* Warrant Amendment dated August 18, 1994 between the Company
and WCAS V
10.24* Warrant Amendment dated August 18, 1994 between the Company
and WCAS II
10.25* Second Amendment to Warrant dated August 18, 1994 between the
Company and
WCAS II
10.26* Second Amendment to Warrant dated December 31, 1994 between
the Company and WCAS II
10.27** Purchase Agreement dated February 23, 1996 among National
Surgery Centers, Inc.; Endoscopy Center Affiliates, Inc.; and
Caremark Inc.
10.28*** Purchase Agreement dated February 21, 1996 by and among the
following parties: Coram Healthcare Corporation, a Nevada
corporation; T2 Medical, Inc., Delaware corporation; Surgex,
Inc., a Nevada corporation; Ronald E. Moore; and National
Surgery Centers, Inc., a Delaware corporation
10.29**** Agreement to Purchase Partnership Interests relating to
Westside Surgery Centers, Ltd. Among National Surgery
Centers, Inc., NSC Houston, Inc., Healthfirst Medical
Westside Corporation and The Limited Partners of Westside
Surgery Center, Ltd. Who Agree to Sell a Portion of Their
Limited Partnership Interests to NSC Houston, Inc.
21.1 Revised list of subsidiaries of the Company
23.1+ Consent of Ernst & Young LLP (included in Part II of this
registration statement)
23.2+ Consent of Bell, Boyd & Lloyd (contained in Exhibit 5.1)
23.3+ Consent of Arthur Andersen LLP (included in Part II of this
registration statement)
23.4+ Consent of Habif, Arogetie Wynne, P.C. (included in Part II
of this registration statement)
24.1+ Powers of Attorney (included on the signature page of this
registration statement)
</TABLE>
- --------
*Incorporated by reference to the corresponding exhibit to the Company's
Registration Statement on Form S-1, Registration No. 33-96996.
**Incorporated by reference to the corresponding exhibit to the Company's
Current Report on Form 8-K dated February 23, 1996.
***Incorporated by reference to the corresponding exhibit to the Company's
Current Report on Form 8-K dated May 13, 1996.
****Incorporated by reference to the corresponding exhibit to the Company's
Current Report on Form 8-K dated July 19, 1996.
+Previously filed.
<PAGE>
EXHIBIT 21.1
Subsidiaries of the Company
Corporations (Jurisdiction)
KPSC, Inc. (Washington)
National Surgery Centers - Bakersfield, Inc. (California)
National Surgery Centers - Santa Monica, Inc. (California)
Northern Rockies Surgicenter, Inc. (Montana)
NSC Brownsville, Inc. (Texas)
NSC Channel Islands, Inc. (California)
NSC Dallas, Inc. (Texas)
NSC Elizabethtown, Inc. (Kentucky)
NSC Fayetteville, Inc. (North Carolina)
NSC Greensboro, Inc. doing business as Surgical Center of Greensboro (North
Carolina)
NSC Greensboro West, Inc. (North Carolina)
NSC Las Vegas, Inc. (Nevada)
NSC Las Vegas East, Inc. (Nevada)
NSC Norman, Inc. (Oklahoma)
NSC Phoenix, Inc. (Arizona)
NSC Provo, Inc. doing business as Provo Surgical Center (Utah)
NSC Seattle, Inc. (Washington)
Walk In and Out, Inc. (Kentucky)
Endoscopy Center Affiliates, Inc. (Delaware)
NSC Kent, Inc. (Ohio)
NSC Houston, Inc. (Texas)
NSC Atlanta, Inc. (Delaware)
NSC Sarasota, Inc.(Delaware)
NSC Miami, Inc. (Florida)
Partnerships (Jurisdiction)
2121 Surgery Center, Limited Partnership doing business as Surgery Center of
Santa Monica (California)
Bakersfield Surgery Center Limited Partnership (California)
Brownsville Surgery Center, Ltd. doing business as Brownsville Surgicare (Texas)
Channel Islands Surgicenter, L.P. (California)
Desert Surgery Center Limited Partnership (Nevada)
Fayetteville Ambulatory Surgery Center Limited Partnership (North Carolina)
Greensboro Specialty Surgery Center, Limited Partnership (North Carolina)
Kitsap Peninsula Surgery Center Limited Partnership doing business as Olympic
Ambulatory Surgery Center (Washington)
Las Palmas Surgery Center Limited Partnership (Arizona)
NSCSM, Ltd. (California)
Physicians Surgical Center Limited Partnership (Oklahoma)
Physicians' Daysurgery Center Operating Limited (Texas)
Seattle Surgery Center, Limited Partnership (Washington)
Somerset Surgery Center, Limited Partnership (Kentucky)
Surgery Center of Elizabethtown, Limited Partnership (Kentucky)
Valley View Surgery Center, Limited Partnership (Nevada)
Ambulatory Surgical Center of Miami, L.P. (Florida)
Biloxi Endoscopy Center (Mississippi)
Brunswick Endoscopy Center (Georgia)
Columbia Endoscopy Center (South Carolina)
East Cincinnati Endoscopy Center (Ohio)
Endoscopy West (Ohio)
Fort Worth Endoscopy Center (Texas)
Greater Long Beach Endoscopy Center (California)
Indianapolis Endoscopy Center (Indiana)
Mid Peninsula Endoscopy Center (California)
Newport Beach Endoscopy Center (California)
North Atlanta Endoscopy Center, L.P. (Georgia)
Pittsburgh GI Surgical Center (Pennsylvania)
San Diego Endoscopy Center (California)
South Bay Endoscopy Center (California)
Suburban Endoscopy Center (Illinois)
Surgex - Sarasota Endoscopy Center, L.P. (Florida)
Thousand Oaks Endoscopy Center (California)
Western Reserve Surgery Center, Limited Partnership (Ohio)
Westside Surgery Center, Ltd. (Texas)
Laser Vision Northwest, Limited Partnership (Washington)
