<PAGE>
As filed with the Securities and Exchange Commission on May 23, 1997
Registration No. _______________
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
__________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
__________________
NATIONAL SURGERY CENTERS, INC.
(Exact name of Registrant as specified in its charter)
Delaware 36-3549627
(State or other jurisdiction of (I.R.S. Employer Identification Number)
incorporation or organization)
30 South Wacker Drive, Suite 2302
Chicago, Illinois 60606
(Address of Registrant's Principal Executive Offices)
_________________________
BRYAN S. FISHER RESTRICTED STOCK GRANT AGREEMENT;
DENNIS J. ZAMOJSKI RESTRICTED STOCK GRANT AGREEMENT; and
NATIONAL SURGERY CENTERS, INC. 1997 NON-EMPLOYEE DIRECTOR OPTION PLAN
(Full Title of the Plans)
E. Timothy Geary Copies to:
Chairman of the Board of Directors and Steven E. Ducommun, Esq.
Chief Executive Officer Bell, Boyd & Lloyd
National Surgery Centers, Inc. 70 West Madison
30 South Wacker Drive, Suite 2302 Chicago, Illinois 60602
Chicago, Illinois 60606 (312) 372-1121
(312) 655-1400
(Name, Address, and Telephone Number,
Including Area Code, of Agent For Service)
_________________________
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
================================================================================================================
Proposed Proposed
Amount Maximum Maximum Amount of
Title of to be Offering Price Aggregate Registration
Securities to be Registered Registered Per Share Offering Price Fee
- ----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value $.01 per share 15,000 Shares (1) $32.188 (2) $ 482,820 (2) $ 147 (2)
- ----------------------------------------------------------------------------------------------------------------
Common Stock, par value $.01 per share 200,000 Shares (4) $32.188 (2) $6,437,600 (2) $1,951 (2)
35,000 Shares (3)(4) $29.375 (3) $1,028,125 (3) $ 312 (3)
15,000 Shares (3)(4) $33.25 (3) $ 498,750 (3) $ 152 (3)
- ----------------------------------------------------------------------------------------------------------------
</TABLE>
(1) This amount reflects an aggregate of 15,000 shares of Common Stock which
were issued as follows: pursuant to a grant of shares of Common Stock
which is restricted under the terms of the Agreement dated as of August
11, 1994 between Bryan S. Fisher and the Company--7,500 (the "Fisher
Agreement") and pursuant to a grant of shares of Common Stock which is
restricted under the terms of the Agreement dated as of August 11, 1994
between Dennis J. Zamojski and the Company--7,500 (the "Zamojski
Agreement").
(2) Estimated in accordance with Rule 457(h) solely for purposes of
calculating the registration fee and based upon the average of the high
and low sale prices of the Registrant's Common Stock on the Nasdaq
National Market on May 19, 1997, as reported in The Wall Street Journal
(Midwest Edition).
(3) This amount consists of 35,000 and 15,000 shares of Common Stock which
are issuable pursuant to options granted at a weighted average exercise
price of $29.375 and $33.25 per share, respectively, pursuant to the
National Surgery Centers, Inc. 1997 Non-Employee Director Option Plan
(the "Non-Employee Directors' Plan").
(4) This registration statement also covers an indeterminate number of
shares of Common Stock which may be issuable under the antidilution and
other adjustment provisions of the Non-Employee Director's Plan.
===============================================================================
<PAGE>
EXPLANATORY NOTE
This Registration Statement contains a form of Prospectus to be used for
the resale of an aggregate of 15,000 shares of Common Stock registered hereby,
which were issued as follows: pursuant to a grant of shares of Common Stock
which is restricted under the terms of the Agreement dated as of August 11, 1994
between Bryan S. Fisher and the Company--7,500 (the "Fisher Agreement") and
pursuant to a grant of shares of Common Stock which is restricted under the
terms of the Agreement dated as of August 11, 1994 between Dennis J. Zamojski
and the Company--7,500 (the "Zamojski Agreement"). The complete Prospectus
covering the shares issued pursuant to the Fisher Agreement and the Zamojski
Agreement follows immediately. A copy of the complete Prospectus covering the
shares issued pursuant to the Fisher Agreement and the Zamojski Agreement, in
the exact form in which it is to be used after effectiveness, will be filed with
the Securities and Exchange Commission pursuant to Rule 424(b) under the
Securities Act of 1933, as amended.
<PAGE>
PROSPECTUS
- ----------
15,000 Shares
NATIONAL SURGERY CENTERS, INC.
Common Stock
_____________
This Prospectus covers 15,000 shares (the "Shares") of common stock, par
value $.01 (the "Common Stock"), of National Surgery Centers, Inc. (the
"Company") which may be offered and sold from time to time for the account of
the persons who are identified herein under the heading "Selling Stockholders".
See "Selling Stockholders" and "Restricted Stock Grants". The Company will
receive no part of the proceeds of any sales of the Shares.
The distribution of the Shares by the Selling Stockholders may be effected
from time to time in one or more transactions on the Nasdaq National Market
(which may involve block transactions) in special offerings, in negotiated
transactions, or otherwise, and at market prices prevailing at the time of sale,
at prices related to such prevailing market prices, or at negotiated prices. The
Selling Stockholders may engage one or more brokers to act as principal or agent
in making sales, who may receive discounts or commissions from the Selling
Stockholders in amounts to be negotiated. The Selling Stockholders and any such
brokers may be deemed "underwriters" under the Securities Act of 1933, as
amended (the "Securities Act") of the Shares sold.
See "Risk Factors" at page 5 of this Prospectus for a discussion of certain
factors that should be considered in connection with an investment in the Common
Stock offered hereby.
The Common Stock is traded on the Nasdaq National Market under the symbol
"NSCI". On May 19, 1997, the closing bid price of the Common Stock, as reported
in The Wall Street Journal (Midwest Edition), was $32.5 per share.
__________________
No person has been authorized to give any information or to make any
representation not contained in this Prospectus and, if given or made, such
information or representation must not be relied upon as having been authorized
by the Company. This Prospectus does not constitute an offer of any securities
other than the registered securities to which it relates or an offer to any
person in any jurisdiction where such offer would be unlawful. The delivery of
this Prospectus at any time does not imply that information herein is correct as
of any time subsequent to its date.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR
HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
SECURITIES COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE.
___________________
The date of this Prospectus is May 23, 1997
<PAGE>
CONTENTS
<TABLE>
<CAPTION>
Page
----
<S> <C>
AVAILABLE INFORMATION....................................... 3
DOCUMENTS INCORPORATED BY REFERENCE......................... 3
THE COMPANY................................................. 3
RISK FACTORS................................................ 5
USE OF PROCEEDS............................................. 7
SELLING STOCKHOLDERS........................................ 7
PLAN OF DISTRIBUTION........................................ 7
DISCLOSURE ON INDEMNIFICATION............................... 8
</TABLE>
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and, in
accordance therewith, files reports, proxy statements, and other information
with the Securities and Exchange Commission (the "Commission"). Reports,
registration statements, proxy statements, and other information filed by the
Company with the Commission can be inspected and copied at the public reference
facilities maintained by the Commission at Judiciary Plaza, 450 Fifth Street,
N.W., Room 1024, Washington, D.C. 20549, and at the Commission's Regional
Offices, Judiciary Plaza, 500 West Madison Street, Suite 1400, Chicago, Illinois
60661 and 7 World Trade Center, New York, New York 10048. Copies of such
material can be obtained from the Public Reference Section of the Commission,
450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed rates.
The Company has filed a Registration Statement on Form S-8 (the
"Registration Statement") with the Commission under the Securities Act, in
respect of the Common Stock offered hereby. This Prospectus omits certain
information contained in the Registration Statement as permitted by the rules
and regulations of the Commission. For further information with respect to the
Company and the Common Stock offered hereby, reference is made to the
Registration Statement, including the exhibits thereto. Statements herein
concerning the contents of any contract or other document are not necessarily
complete, and in each instance reference is made to such contract or other
document filed with the Commission as an exhibit to the Registration Statement,
or otherwise, each such statement being qualified by, and subject to, such
reference in all respects.
DOCUMENTS INCORPORATED BY REFERENCE
The following documents and information heretofore filed by the
Company with the Commission are incorporated herein by reference:
(1) The Company's Annual Report on Form 10-K for the year ended
December 31, 1996.
(2) The Company's Current Report on Form 10-Q dated May 14, 1997.
(3) The Company's Proxy Statement for the Annual Meeting of
Stockholders held May 21, 1997 which was filed with the Commission on April
15, 1997.
(4) The description of the Company's Common Stock set forth under the
caption "Description of Capital Stock" in the Company's registration
statement on Form S-1 (Reg. No. 33-96996) which description is incorporated
by reference in the Company's registration statement on Form 8-A filed on
November 7, 1995 for the registration of the Common Stock under Section
12(g) of the Exchange Act.
All documents filed by the Company pursuant to Sections 13(a), 13(c),
14, or 15(d) of the Exchange Act after the date of this Prospectus and prior to
the termination of the offering of the Shares of Common Stock offered hereby
(except to the extent specified therein or in rules or regulations of the
Commission) shall be deemed to be incorporated in this Prospectus by reference
and to be a part hereof from the date of filing of such 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
Prospectus to the extent that a statement contained herein or in any other
subsequently filed document which also is or 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 Prospectus.
The Company will provide without charge to each person to whom a copy
of this Prospectus has been delivered, at the written or oral request of such
person, a copy of any or all of the documents referred to above which have been
or may be incorporated in this Prospectus by reference, other than exhibits to
such documents. Requests for such copies should be directed to National Surgery
Centers, Inc. 30 South Wacker Drive, Suite 2302, Chicago, Illinois 60606,
(telephone 312-655-1400).
THE COMPANY
The Company owns and operates freestanding multi-specialty ambulatory
surgery centers that provide the medical and administrative support necessary
for physicians to perform non-emergency surgical
3
<PAGE>
procedures. The Company operates a network of 32 surgery centers in twelve
states. See "Material Changes." The Company provides alternate-site settings for
high-quality surgical care that is more cost effective than hospital-based
surgical care and that is provided in an alternate-site setting increasingly
preferred by physicians, payors and patients.
In recent years, government programs, private insurance companies,
managed care organizations and self-insured employers have implemented various
cost-containment measures to limit the growth of health care expenditures. These
cost-containment measures, together with technological advances, have resulted
in a significant shift in the delivery of health care services away from
inpatient hospitals to more cost-effective alternate sites, including
freestanding ambulatory surgery centers. Industry sources estimate that in 1994
outpatient surgical procedures represented approximately 64.7% of all surgical
procedures performed in the United States, compared with 31.3% in 1984, and that
surgical procedures performed in freestanding ambulatory surgery centers
comprised 19.0% of total outpatient surgery, compared with 7.9% in 1984. In
1995, there were approximately 2,340 surgery centers in the U.S., of which
approximately 130 were owned by hospitals and approximately 510 were owned by
corporate chains. The remaining approximately 1,700 centers were independently
owned, primarily by physicians. The Company believes that surgery performed at a
freestanding ambulatory surgery center is generally less expensive than
hospital-based ambulatory surgery for a number of reasons, including lower
facility development costs, more efficient staffing and space utilization and a
specialized operating environment focused on cost containment.
The Company believes that many physicians prefer the efficiencies of
freestanding ambulatory surgery centers because they enhance physicians'
productivity by providing them with greater scheduling flexibility, more
consistent nurse staffing and faster turnaround time between cases, allowing
physicians to perform more surgeries in a defined period of time. In addition,
new technology and advances in anesthesia and the addition of overnight recovery
have significantly expanded the number and types of surgical procedures that are
being performed in ambulatory surgery centers.
The Company's objective is to establish a nationwide organization of
freestanding ambulatory surgery centers in secondary and other selected markets
by acquiring established centers and developing new centers. The Company seeks
to provide a broad range of high-quality surgical services and to collaborate
with other participants in local health care delivery systems. The key
components of the Company's strategy are as follows:
. Acquire established ambulatory surgery centers that are seeking
affiliation with an experienced operator having access to capital and
other resources;
. Focus on secondary and other selected markets where the Company can
establish a significant local presence or play an important role in
the development of local integrated delivery systems;
. Develop new ambulatory surgery centers in markets where attractive
acquisitions are not available or where the opportunity exists to
increase the Company's presence in its existing markets;
. Develop joint ventures with hospitals and other providers to increase
patient flow through joint marketing, access to managed care contracts
and participation in a broader network of health care providers; and
. Expand the range of services offered to physicians and payors by
offering state-of-the-art technology, administrative conveniences,
flexible pricing alternatives and cost-effective care.
The Company was incorporated in 1987 in the State of Illinois and was
reincorporated in the State of Delaware in 1995. The Company initially provided
ambulatory surgery development and management services to hospitals, physician
groups and surgery centers. It was the Company's intent to become recognized by
surgery center physician owners, competitors and financing sources as a
prominent national surgery center company. To further this goal, the Company
initially pursued an acquisition strategy that targeted large, higher-profile
surgery centers in selected markets whose affiliation with the Company would
provide the Company with scale and credibility. The Company believes that these
large surgery centers provided it with a higher profile and with the needed
scale in their respective communities giving the Company access to other
potential acquisition candidates. In addition, the Company sought to identify
medium-sized but stable and profitable surgery centers as well as less
4
<PAGE>
profitable centers in selected markets with significant opportunities for profit
improvement. The Company also pursued opportunities to develop new facilities
with hospitals and physician groups.
Unless the context otherwise requires, references to the "Company"
include National Surgery Centers, Inc. and its subsidiaries. The Company's
executive offices are located at 30 South Wacker Drive, Suite 2302, Chicago,
Illinois, 60606 and its telephone number is (312) 655-1400.
RISK FACTORS
In addition to the other information in this Prospectus, the following
factors should be considered carefully in evaluating an investment in the shares
of Common Stock offered by this Prospectus.
Acquisition and Development Strategy. The success of the Company's
acquisitions will be determined by numerous factors, including the Company's
ability to identify centers suitable for acquisition, to acquire and finance
such centers on acceptable terms and to integrate and operate such centers
profitably after acquisition. The ability to develop new surgery centers
successfully is influenced by a number of factors, including the identification
of suitable markets, the availability of interested joint venture partners,
physicians' use of the new surgery centers, implementation of management systems
that take advantage of marketing and cost saving opportunities and the
availability of financing to minimize the financial impact of expenses
associated with start-up surgery centers. In the Company's experience, new
surgery centers typically incur initial operating losses and the time frame
within which such centers become profitable may vary. In addition, the rapid
development of new surgery centers requires a substantial investment in working
capital which may adversely affect the operating results and financial condition
of the Company. The Company intends to develop one to two new centers and to
acquire four to six new centers annually. If the Company is not able to operate
a surgery center profitably, it may explore various alternatives including
selling or closing it or entering into a joint venture with another party, any
of which could result in a loss with respect to that center and adversely affect
the operating results and financial condition of the Company.
Additional Financings. The Company's acquisition and development
program requires substantial capital resources. The operations of its existing
centers require ongoing capital expenditures for renovation and expansion and
the addition of costly medical equipment and technology utilized in the centers.
The Company expects that existing cash and short-term investments, cash
generated from operations and available credit borrowings will be adequate to
provide for the Company's cash requirements through the end of 1997, unless the
rate of acquisitions significantly increases beyond current expectations. No
assurances can be given that such cash, short-term investments and borrowings
will be sufficient to provide for the Company's cash requirements beyond the end
of 1997. The Company may incur indebtedness and may issue, from time to time,
debt or equity securities in connection with the acquisition of surgery centers.
There can be no assurance that sufficient financing will be available on terms
satisfactory to the Company.
Rapid Growth. Since 1991, the Company has pursued an aggressive
growth strategy. Of the Company's currently operating surgery centers, four were
acquired in 1991, four were acquired in 1992, two were acquired in 1993, three
were acquired in 1995 and 16 have been acquired in 1996 (including one in which
it acquired a minority interest). Additionally, two development centers were
opened in 1994 and one was opened in 1996. The Company intends to develop one to
two new centers and acquire four to six additional surgery centers by the end of
1997. This rapid growth may place significant demands on the Company's financial
and management resources. There can be no assurance that the Company will be
able to manage this growth effectively or that losses at one or more of the
acquired or developed surgery centers will not adversely affect the Company's
financial condition or results of operations.
Reimbursement. The health care industry is experiencing a trend
towards cost containment as government and other third-party payors, who are the
Company's principal sources of revenue, seek to impose lower reimbursement rates
and negotiate reduced contract rates with service providers, generally in the
form of fixed rates for specified procedures. Government payors' reimbursement
rates are lower than the Company's standard charges and are non-negotiable.
Recent federal budget legislation decreased the aggregate amount of funds
available for such reimbursement rates from managed care providers, such as
health maintenance organizations ("HMOs") and preferred provider organizations
("PPOs"), are generally made according to contracts between the individual
center and the managed care provider. Such contracts typically define
reimbursement by specific procedure or group of procedures or as a percentage of
standard charges and are renegotiated from time to time. Reductions in
reimbursement rates by government or other third-party payors and the trend
towards cost containment
5
<PAGE>
may adversely affect the Company's operating results or financial condition.
While the Company currently satisfies the participation requirements of Medicare
and Medicaid, exclusion of the Company from such programs would adversely affect
the Company's operating results or financial condition.
Managed Care. Although the Company believes that, because it is a
high-quality, cost-effective provider of ambulatory surgery services, it will be
able to continue serving enrollees in managed care plans, there can be no
assurance that it will be able to do so. The future inability of the Company to
obtain managed care contracts in its markets may adversely affect the Company's
operating results or financial condition. There can be no assurance that the
Company will be able to obtain managed care contracts at each of its centers. In
addition, federal and state legislative proposals have been introduced that
could substantially increase the number of Medicare and Medicaid recipients
enrolled in HMOs and other managed care plans. The Company derives a substantial
portion of its revenue from Medicare and Medicaid. In the event such proposals
are adopted, there can be no assurance that the Company will be able to obtain
contracts from HMOs and other managed care plans serving Medicare and Medicaid
enrollees.
Government Health Care Regulation. The Company and its surgery centers
are subject to extensive and changing federal, state and local regulations.
Federal law prohibits the offer, payment, solicitation or receipt of any form of
remuneration in return for the referral of Medicare or Medicaid eligible
patients or in return for the purchase, lease or order of items or services that
are covered by Medicare or Medicaid. Federal law also prohibits certain
financial relationships between physicians and other health care providers.
These self-referral statutes are broad and the full extent of their application
is not known. The most recent of such federal self-referral statutes prohibits a
physician from referring Medicare or Medicaid patients to an entity providing
"designated health services," as specifically defined in that statute, where the
physician has a prohibited financial relationship with such entity. Ambulatory
surgery centers are not among such designated health services. In addition, many
states have adopted self-referral laws. The Company's ownership interest in a
surgery center typically is through a wholly owned subsidiary of the Company
that is the general partner of a limited partnership that owns and operates the
center. Generally, the limited partners are surgeons who practice in the
community where the surgery center is located. Although the Company believes
that its operations and structure do not violate the various laws referred to
above, there can be no assurance that its activities will not be challenged by
regulatory authorities. If such a challenge is successful, it could have a
material adverse effect on the Company. In addition to the adverse consequences
of non-compliance with these regulations, the costs of compliance with such
regulations are, and are likely to remain, significant. It is not possible to
predict accurately the content of future legislation or regulation affecting the
health care industry or its impact on the Company's ability to develop or
acquire new surgery centers or to operate its existing surgery centers in the
manner in which they are currently operated.
Holding Company Structure. The Company is a holding company that
derives substantially all of its operating income and cash flows from its
subsidiaries and partnerships, although the Company can, subject to applicable
state laws and the terms of its limited partnership agreements, control the
timing and amount of dividends paid by its subsidiaries and distributions made
by its majority-owned partnerships. Although the Company receives some
management fees directly, it relies on dividends from its subsidiaries and
distributions from its partnerships to generate the funds necessary to meet its
obligations. Claims of creditors of the Company's subsidiaries or partnerships
will generally have priority as to the assets of such subsidiaries or
partnerships over the claims of the Company.
Insurance/Professional Liability. The Company's surgery centers are
exposed to the risk of professional liability claims. Claims of this nature, if
successful, could result in substantial damage awards to the claimants that may
exceed the limits of any applicable insurance coverage. Although the Company
maintains liability insurance which it believes to be sufficient in scope and
amount, there can be no assurance that such insurance will continue to be
available to the Company at acceptable rates or that successful liability claims
asserted against the Company or its subsidiaries will not have a material
adverse effect on the Company's operating results or financial condition.
Competition. The health care industry, in general, and the ambulatory
surgery business, in particular, are highly competitive and subject to continual
changes in the manner in which services are delivered and providers are
selected. The Company competes for patients and managed care contracts
principally with hospitals and other freestanding surgery centers, some of which
are larger and have greater resources than the Company. There can be no
assurance that levels of competition will not increase or that such competition
will not have a material adverse effect on the Company's business.
6
<PAGE>
Dependence on Senior Management. The Company depends on a limited
number of key personnel, including E. Timothy Geary for the management of the
Company and the implementation of its business strategy. The loss of services of
certain key employees, including Mr. Geary, could have a material adverse effect
on the Company. The Company does not maintain key man life insurance policies on
any of its officers.
Common Stock Eligible for Future Sale. As of May 21, 1997 and giving
effect to this offering, the Company had outstanding 12,001,965 shares of Common
Stock and Non-Voting Common Stock, warrants and options to purchase 1,399,186
shares of Common Stock and notes convertible into 34,926 shares of Common Stock.
The 3,450,000 shares issued in the Company's initial public offering in November
1995 and the 2,415,511 shares of Common Stock issued in the Company's public
offering in October, 1996 are eligible for immediate sale in the public market
without restriction, other than by an "affiliate" of the Company as that term is
defined in the Securities Act of 1993, as amended (the "Securities Act"). All
remaining shares of Common Stock were issued and sold by the Company in private
transactions, are issuable upon exercise of warrants and options, or are
issuable upon conversion of convertible subordinated notes, and are eligible for
sale in the public market at prescribed times subject to compliance with an
exemption from the registration requirements of the Securities Act, such as Rule
144 or Rule 144A. In addition, certain existing stockholders have the right to
require the Company to register their Common Stock under the Securities Act from
time to time.
Effect of Certain Charter and Bylaw Provisions. Certain provisions of
the Company's Charter and Bylaws may have the effect of delaying , deferring or
preventing a change in control of the Company without further action by the
stockholders. See "Description of Capital Stock."
Absence of Dividends. The Company has never declared or paid and does
not intend to pay cash dividends on the Common Stock in the foreseeable future
and anticipates that it will retain any future earnings to finance its growth
and operations. In addition, the Company's agreement with its senior lender
contains a minimum net worth covenant and other limitations on the payment of
cash dividends.
Possible Conflicts of Interest. One of the general partners of Welsh,
Carson, Anderson & Stowe V, L.P. ("WCAS V") and WCAS Capital Partners II, L.P.
("WCAS II") is a director of the Company. WCAS V and WCAS II are also investors
in and have affiliates serving as directors of other companies in the health
care industry, some of which may compete with the Company. Affiliates of WCAS V
and WCAS II servings as directors of the Company and such other companies could
be confronted with conflicts of interest in performing their duties as
directors. There can be no assurance that such potential conflicts of interest
will not adversely affect the Company.
USE OF PROCEEDS
The Company will not receive any proceeds from the sale of the Shares
of Common Stock.
SELLING SECURITY HOLDERS
The following table sets forth certain information regarding the
beneficial ownership of Common Stock as of May 22, 1997 by each of the Selling
Stockholders. Mr. Zamojski currently serves as Vice President of Operations for
the Company and Mr. Fisher currently serves as Vice President, Chief Financial
Officer, Secretary and Treasurer for the Company.
<TABLE>
<CAPTION>
Prior to Offering(1) After Offering(1)
------------------ Shares ------------------
Number Offered Number
of Shares Percent Hereby of Shares Percent
--------- ------- ------- --------- -------
<S> <C> <C> <C> <C> <C>
Dennis J. Zamojski.. 51,450 * 7,500 43,950 *
Bryan S. Fisher..... 56,063 * 7,500 48,563 *
</TABLE>
*Less than one percent
(1) Includes shares directly owned and shares of Common Stock subject to
options which were exercisable within 60 days, as follows: Mr. Fisher
47,001 shares; Mr. Zamojski 43,113 shares.
PLAN OF DISTRIBUTION
An aggregate of up to 15,000 Shares may be offered by this Prospectus.
The distribution of such Shares by the Selling Stockholders may be effected from
time to time in one or more transactions on the Nasdaq National Market (which
may involve block transactions), in special offerings, in negotiated
transactions, or otherwise, at market prices prevailing at the time of sale, at
prices related to such prevailing market prices, or at
7
<PAGE>
negotiated prices. The Selling Stockholders may engage one or more brokers to
act as principal or agent in making sales, who may receive discounts or
commissions from the Selling Stockholders in amounts to be negotiated. The
Selling Stockholders and any such brokers may be deemed "underwriters" under the
Securities Act of the Shares sold.
The Company will pay all expenses of filing the Registration Statement
and preparing and reproducing this Prospectus. The Selling Stockholders will pay
any selling expenses, including brokerage commissions, incurred in connection
with their sale of any Shares covered by this Prospectus. All of the Shares
covered by this Prospectus may be sold in the public market in accordance with
an exemption from the Securities Act, such as Rule 144 or Rule 144A. The Shares
are being registered for resale hereby to allow the Selling Stockholders to sell
their Shares if and when a Selling Stockholder determines to sell Shares from
time to time and not because of any expressed intent to immediately sell such
Shares.
DISCLOSURE OF COMMISSIONS POSITION ON INDEMNIFICATION
FOR SECURITIES ACT LIABILITIES
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers or persons controlling the
registrant pursuant to the foregoing provisions, the registrant has been
informed 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.
8
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.
Not required to be included herewith.
Item 2. Registrant Information and Employee Plan Annual Information.
Not required to be included herewith.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Documents Incorporated By Reference.
This registration statement on Form S-8 relates to the registration of
shares of common stock of National Surgery Centers, Inc. (the "Company"), $.01
par value per share (the "Common Stock").
The following documents and information heretofore filed by the Company
with the Commission are incorporated herein by reference:
(1) The Company's Annual Report on Form 10-K for the year ended
December 31, 1996.
(2) The Company's Current Report on Form 10-Q dated May 14, 1997.
(3) The Company's Proxy Statement for the Annual Meeting of Stockholders
held May 21, 1997, which was filed with the Commission on April 15,
1997.
(4) The description of the Company's Common Stock set forth under the
caption "Description of Capital Stock" in the Company's registration
statement on Form S-1 (Reg. No. 33-96996), which description is
incorporated by reference in the Company's registration statement on
Form 8-A filed on November 7, 1995 for the registration of the Common
Stock under Section 12(g) of the Exchange Act.
All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14, and 15(d) of the Exchange Act, prior to the filing of a post-
effective amendment to this registration statement which indicates that all of
the securities offered hereby have been sold or which deregisters all of such
securities then remaining unsold, shall be deemed to be incorporated by
reference in this registration statement and to be a part hereof from the date
of filing of such documents. Any statement, including financial statements,
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
other subsequently filed document which also is or 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.
Item 4. Description of Securities.
Inapplicable.
Item 5. Interests of Named Experts and Counsel.
Inapplicable.
<PAGE>
Item 6. 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
engage 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 or her 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 bee such
directors or officers.
Insofar as indemnification by the Company for liabilities arising under the
Securities Act may be permitted to directors, officers, and controlling persons
of the Company pursuant to the foregoing provisions, 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 Securities Act and
is, therefore, unenforceable.
Item 7. Exemption From Registration Claimed.
The shares of Common Stock to be reoffered or resold pursuant to this
Registration Statement, which shares were issued to each of the Selling
Stockholders pursuant to the terms of agreements between each of the Selling
Shareholders and the Company which subject such shares to certain restrictions
set for in such agreements, were issued without registration under the
Securities Act, in reliance upon the exemption in Section 4(2) of the Securities
Act.
Item 8. Exhibits.
The exhibits to this registration statement are listed in the Exhibit Index
which appears elsewhere herein and is hereby incorporated by reference.
Item 9. Undertakings.
(a) The Company hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3)
of the Securities Act;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the registration statement;
<PAGE>
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
registration statement is on Form S-8, and the information required to be
included in a post-effective amendment by those paragraphs is contained in
periodic reports filed by the registrant pursuant to Section 13 or Section 15(d)
of the Exchange Act that are incorporated by reference in this registration
statement.
(2) That, for the purpose of determining any liability under the Securities
Act, each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.
(b) The Company hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of the Company's annual report
pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where
applicable, each filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Exchange Act) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(c)-(g) Inapplicable.
(h) Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers, and controlling persons of the
Company pursuant to the provisions described under Item 6 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
Securities 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 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 Securities Act and will be governed by
the final adjudication of such issue.
(i)-(j) Inapplicable.
<PAGE>
SIGNATURES
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 Chicago, State of Illinois, on May 23, 1997.
NATIONAL SURGERY CENTERS, INC.
By: /s/ E. Timothy Geary
---------------------------------
E. Timothy Geary
Chairman of the Board of Directors,
Chief Executive Officer and President
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 May 23, 1997.
Signature Title
--------- -----
Principal Executive Officer:
/s/ E. Timothy Geary Chairman of the Board of Directors,
-------------------------------- Chief Executive Officer and President
E. Timothy Geary
Principal Financial Officer and
Principal Accounting Officer:
/s/ Bryan S. Fisher Vice President, Chief Financial Officer,
-------------------------------- Secretary and Treasurer
Bryan S. Fisher
<PAGE>
Signature Title
--------- -----
A Majority of the Directors:
/s/ John K. Carlyle Director
------------------------------
John K. Carlyle
/s/ Russell L. Carson Director
------------------------------
Russell L. Carson
/s/ John T. Henley, Jr., M.D. Director
------------------------------
John T. Henley, Jr., M.D.
/s/ Donald E. Linder, M.D. Director
------------------------------
Donald E. Linder, M.D.
/s/ Rocco A. Ortenzio Director
------------------------------
Rocco A. Ortenzio
<PAGE>
NATIONAL SURGERY CENTERS, INC.
Exhibit Index
-------------
Exhibit
Number Description of Exhibit
------ ----------------------
4.1 Certificate of Incorporation of the Company (incorporated by reference
to pages 2-13 of Exhibit 3.1 to the Company's registration statement
on Form S-1, Registration No. 33-96996)
4.2 Bylaws of the Company (incorporated by reference to Exhibit 3.2 to the
Company's Form 10-K for the year ended December 31, 1996
4.3 Specimen certificate representing shares of Common Stock (incorporated
by reference to Exhibit 4.1 to the Company's registration statement on
Form S-1, Registration No. 33-96996)
4.5 1997 Non-Employee Director Option Plan of the Company (incorporated by
reference to Exhibit 10.2 to the Company's registration statement on
Form 10-K for the year ended December 31, 1996)
5.1 Opinion of Bell, Boyd & Lloyd as to the legality of the Common Stock
23.1 Consent of Ernst & Young LLP
23.2 Consent of Bell, Boyd & Lloyd (contained in Exhibit 5.1)
<PAGE>
EXHIBIT 5.1
May 23, 1997
National Surgery Centers, Inc.
30 South Wacker Drive, Suite 2302
Chicago, IL 60606
National Surgery Centers, Inc.
Bryan S. Fisher Restricted Stock Grant Agreement;
Dennis J. Zamojski Restricted Stock Grant Agreement; and
1997 Non-Employee Director Option Plan,
Registration Statement on Form S-8
----------------------------------
Ladies and Gentlemen:
We have acted as counsel to National Surgery Centers, Inc., a Delaware
corporation (the "Company"), in connection with the preparation, execution and
filing of the registration statement on Form S-8 of the Company (the
"Registration Statement"), which covers an aggregate of 250,000 shares (the
"Shares") of common stock, par value $.01 per share (the "Common Stock"), of the
Company offered under the Company's 1997 Non-Employee Director Option Plan (the
"Plan") and the Bryan S. Fisher Restricted Stock Grant Agreement and the Dennis
J. Zamojski Restricted Stock Grant Agreement (collectively, the "Agreements").
We have examined originals, or copies certified or otherwise identified to our
satisfaction, of the Plan and Agreements and such other documents, corporate and
other records, certificates and other papers as we deemed it necessary to
examine for the purposes of this opinion.
Based upon the foregoing, we are of the opinion that:
1. The Company is a corporation duly organized and legally existing under
the laws of the State of Delaware.
2. The Company has taken all action necessary to authorize (i) the Plan
and Agreements, (ii) the granting of options pursuant to the Plan and
(iii) the issuance of the Shares in accordance with the Plan and the
Agreements and upon the exercise of options granted pursuant to the
Plan.
3. The Shares, when issued and paid for in accordance with the Plan and
Grants and upon the exercise of options granted pursuant to the Plan
will, upon such issuance, constitute legally issued, fully paid and
nonassessable shares of Common Stock.
We hereby consent to the filing of this Opinion Letter as an exhibit to the
Registration Statement for the registration of the Shares under the Securities
Act of 1933, as amended. In giving this consent, we do not admit that we are
within the category of persons whose consent is required by Section 7 of the
Securities Act of 1933, as amended.
Very truly yours,
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the Registration Statement (Form
S-8 No. 333-00000) pertaining to the National Surgery Centers, Inc. 1997 Non-
Employee Director Option Plan and National Surgery Centers, Inc. Employee
Restricted Stock Grants of our report dated February 5, 1997 with respect to the
consolidated financial statements of National Surgery Centers, Inc. incorporated
by reference in its Annual Report (Form 10-K) for the year ended December 31,
1996, and the related financial statement schedules included therein, filed with
the Securities and Exchange Commission.
ERNST & YOUNG LLP
Chicago, Illinois
May 23, 1997
