This document contains 39 pages. The exhibit index is located on page 8.
As filed with the Securities and Exchange Commission on May 16, 1996
Registration No. 333-
- -------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
PHYMATRIX CORP.
(Exact name of issuer as specified in its charter)
Delaware 65-0617076
(State or other jurisdiction (I.R.S. employer identification no.)
of incorporation or organization)
777 South Flagler Drive, West Palm Beach, Florida, 33401
(Address of principal executive offices)
1995 EQUITY INCENTIVE PLAN
(Full title of plans)
Abraham D. Gosman Copy to:
PhyMatrix Corp. Michael J. Bohnen, Esq.
777 South Flagler Drive Nutter, McClennen & Fish, LLP
West Palm Beach, Florida 33401 One International Place
(305) 655-3500 Boston, Massachusetts 02110-2699
(Name, address and telephone (617) 439-2000
number of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=============================================================================================================================
Title of Proposed Proposed
each class of maximum maximum
securities to Amount being offering price aggregate offering Amount of
be registered registered (1) per share(2) price registration fee
- -----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock,
$.01 par value 1,333,000 Shares $15.7403 $20,981,875.00
per share 667,000 Shares $18.9375 $12,631,312.50
- -----------------------------------------------------------------------------------------------------------------------------
Total 2,000,000 Shares $16.8066 $33,613,187.50 $11,590.73
=============================================================================================================================
</TABLE>
(1) This Registration Statement covers 2,000,000 shares of Common Stock under
the 1995 Equity Incentive Plan. In addition, this Registration Statement
also covers an indeterminate number of additional shares of Common Stock
which may be issued under said Plan as a result of a stock split, stock
dividend or other similar transaction.
(2) Calculated pursuant to Rule 457(h) under the Securities Act of 1933 based
upon the average price of exercise options to purchase 1,333,000 shares of
Common Stock and the average of the high and low prices per share of Common
Stock quoted on The Nasdaq Stock Market on May 13, 1996 with respect to
667,000 shares of Common Stock.
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<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
PhyMatrix Corp. (the "Company") hereby incorporates by reference in
this Registration Statement the following documents and information heretofore
filed with the Securities and Exchange Commission (the "Commission"):
(a) The Company's Prospectus dated January 23, 1996 (the
"Prospectus") filed with the Commission on January 23, 1996 pursuant to Rule
424(b) under the Securities Act of 1933, as amended (the "Act");
(b) The Company's Current Report on Form 8-K dated February 6, 1996;
(c) The Company's special financial report on Form 10-K pursuant to
Section 15(d) of the Securities Exchange Act of 1934, as amended, for the fiscal
year ended December 31, 1995, containing only financial statements pursuant to
Rule 15d-2 under said act; and
(d) The description of the Company's Common Stock, par value $.01 per
share (the "Common Stock"), contained in the Company's Registration Statement on
Form 8-A dated January 18, 1996, which description was and hereby is
incorporated by reference from the section of the Prospectus included therein
entitled "Description of Capital Stock."
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 any
post-effective amendment which indicates that all securities offered hereunder
have been sold or which deregisters all 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 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 Registration
Statement to the extent that any other subsequently filed document which also is
incorporated or 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.
Not applicable.
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<PAGE>
Item 5. Interests of Named Experts and Counsel.
The validity of the shares of Common Stock offered hereunder has been
passed upon by Nutter, McClennen & Fish, LLP. Michael J. Bohnen, a partner in
the firm of Nutter, McClennen & Fish, LLP is the Assistant Secretary of the
Company.
Item 6. Indemnification of Directors and Officers.
The Company is a Delaware corporation. Reference is made to Section
145 of the Delaware General Corporation Law, as amended, which provides that a
corporation may indemnify any person who was or is a party to or is threatened
to be made a party to any threatened, pending or completed action, suit or
proceeding whether civil, criminal, administrative or investigative (other than
an action by or in the right of the corporation) by reason of the fact that he
is or was a director, officer, employee or agent of the corporation, or is or
was serving at the request of the corporation as a director, officer, employee
or agent of another corporation, partnership, joint venture, trust or other
enterprise, against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by him in connection
with such action, suit or proceeding if he acted in good faith and in a manner
he reasonably believed to be in or not opposed to the best interests of the
corporation and, with respect to any criminal action or proceedings, had no
reasonable cause to believe his conduct was unlawful. Section 145 further
provides that a corporation similarly may indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action or suit by or in the right of the corporation to procure a
judgment in its favor by reason of the fact that he is or was a director,
officer, employee or agent of the corporation, or is or was serving at the
request of the corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, against
expenses (including attorneys' fees) actually and reasonably incurred by him in
connection with the defense or settlement of such action or suit if he acted in
good faith and in a manner he reasonably believed to be in or not opposed to the
best interests of the corporation and except that no indemnification shall be
made in respect of any claim, issue or matter as to which such person shall have
been adjudged to be liable to the corporation unless and only to the extent that
the Delaware Court of Chancery or the court in which such action or suit was
brought shall determine upon application that, despite an adjudication of
liability, but in view of all the circumstances of the case, such person is
fairly and reasonably entitled to indemnity for such expenses which the Court of
Chancery or such other court shall deem proper. The Company's Certificate of
Incorporation provides that the Company shall indemnify its directors and
officers to the full extent permitted by the law of the State of Delaware.
The Company's Certificate of Incorporation provides that the
Company's directors shall not be liable to the Company or its stockholders for
monetary damages for breach of fiduciary duty as a director, except to the
extent that exculpation from liability is not permitted under the Delaware
General Corporation Law as in effect at the time such liability is determined.
The Company maintains an indemnification insurance policy covering
all directors and officers of the Company and its subsidiaries.
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<PAGE>
Item 7. Exemption from Registration.
Not applicable.
Item 8. Exhibits.
See the Exhibit Index immediately preceding the exhibits attached
hereto.
Item 9. Undertakings.
(a) The undersigned registrant 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 of 1933;
(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; and
(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-3 or 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 the registration
statement.
(2) That, for the purpose of determining any
liability under the Securities Act of 1933, 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 undersigned registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act of 1933, each filing of
the registrant'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)
-4-
<PAGE>
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) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the provisions of the Delaware General
Corporation Law and the registrant's certificate of incorporation and by-laws,
or otherwise, the registrant 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 registrant of expenses incurred or paid by a director, officer or a
controlling person of the registrant 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 registrant 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.
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<PAGE>
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 City of West Palm Beach, State of Florida, on the 21st
day of February 1996.
PHYMATRIX CORP.
By: /s/ Abraham D. Gosman
---------------------------------------
Abraham D. Gosman
Chairman, President and Chief
Executive Officer
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below on this Registration Statement hereby constitutes and appoints
Frederick R. Leathers, Michael J. Bohnen and James E. Dawson, and each of them,
with full power to act without the other, his or her true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for him or her and in his or her name, place and stead, in any and all
capacities (until revoked in writing) to sign any and all amendments (including
post-effective amendments and amendments thereto) to this Registration Statement
on Form S-8 of the registrant, and to file the same, with all exhibits thereto
and other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite and necessary fully to all intents and purposes as he or she might or
could do in person thereby ratifying and confirming all that said
attorneys-in-fact and agents or any of them, or their substitute or substitutes,
may lawfully do or cause to be done by virtue hereof.
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 dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Abraham D. Gosman Chairman of the Board and February 21, 1996
- ---------------------------------- Chief Executive Officer
Abraham D. Gosman
/s/ Frederick R. Leathers Chief Financial Officer and February 21, 1996
- ---------------------------------- Principal Accounting Officer
Frederick R. Leathers
-6-
<PAGE>
Signature Title Date
--------- ----- ----
/s/ Joseph N. Cassese Director February 21, 1996
- ----------------------------------
Joseph N. Cassese
/s/ David M. Livingston Director February 21, 1996
- -----------------------------------
David M. Livingston
/s/ Bruce A. Rendina Director February 21, 1996
- -----------------------------------
Bruce A. Rendina
/s/ Stephen E. Ronai Director February 21, 1996
- -----------------------------------
Stephen E. Ronai
/s/ Hugh L. Carey Director February 21, 1996
- --------------------------------------
Hugh L. Carey
</TABLE>
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<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No. Title Page
- ----------- ----- ----
<S> <C> <C>
Exhibit 4.1 1995 Equity Incentive Plan
Exhibit 5 Opinion of Nutter, McClennen & Fish, LLP
Exhibit 23.1 Consent of Nutter, McClennen & Fish, LLP Contained
in Exhibit 5
Exhibit 23.2 Consent of Arthur Andersen LLP
Exhibit 23.3 Consent of Babush, Neiman, Kornman & Johnson
Exhibit 23.4 Consent of Bober, Markey & Company
Exhibit 23.5 Consent of Roy Cline, CPA, PA
Exhibit 23.6 Consent of Coopers & Lybrand, L.L.P
Exhibit 23.7 Consent of Coopers & Lybrand, L.L.P.
Exhibit 23.8 Consent of Coopers & Lybrand, L.L.P.
Exhibit 23.9 Consent of Coopers & Lybrand, L.L.P.
Exhibit 23.10 Consent of Coopers & Lybrand, L.L.P.
Exhibit 23.11 Consent of Coopers & Lybrand, L.L.P.
Exhibit 23.12 Consent of Hoyman, Dobson & Company, P.A.
Exhibit 23.13 Consent of Katz, Sapper & Miller
Exhibit 23.14 Consent of Patrick & Associates, PA
-8-
<PAGE>
Exhibit No. Title Page
- ----------- ----- ----
Exhibit 23.15 Consent of Patrick & Associates, PA
Exhibit 23.16 Consent of Regan, Russell, Schnickner & Shah, P.A.
Exhibit 23.17 Consent of Weil, Akman, Baylin & Coleman, P.A.
Exhibit 24 Power of Attorney Contained in
Part II of the
Registration
Statement
</TABLE>
-9-
Exhibit 4.1
PhyMatrix Corp.
1995 EQUITY INCENTIVE PLAN
Section 1. Purpose
The purpose of the 1995 Equity Incentive Plan (the "Plan") of Continuum
Care Corporation (the "Company") is to enable the Company and its subsidiaries
to attract, retain and motivate their employees and consultants and to enable
these employees and consultants to participate in the long-term growth of the
Company by providing for or increasing the proprietary interests of such persons
in the Company, thereby assisting the Company to achieve its long-range
performance goals.
Section 2. Definitions
As used in the Plan:
"Act" means the Securities Exchange Act of 1934, as amended.
"Award" means any Option, Stock Appreciation Right, Performance Share,
Restricted Stock or Stock Unit awarded under the Plan.
"Board" means the Board of Directors of the Company.
"Code" means the Internal Revenue Code of 1986, as amended from time
to time.
"Committee" means a committee of not fewer than two members of the
Board appointed by the Board to administer the Plan, each of whom is a
"disinterested person" within the meaning of Rule 16b-3 of the Act, or any
successor provision, and an "outside director" within the meaning of
Section 162(m) of the Code; provided, however, that if there is only one
member of the Board then the committee shall be composed of only one
director who need not be an "outside director" nor a "disinterested person"
as described above.
"Committee Member" means a director appointed by the Board to be a
member of the Committee.
"Common Stock" or "Stock" means the Common Stock, $0.01 par value, of
the Company.
"Fair Market Value" means, with respect to Common Stock, to the extent
it is traded on an exchange or The Nasdaq Stock Market's National Market or
any successor thereto, the closing price of the Common Stock on the
applicable date of determination (or if such date shall not be a trading
day, on the last trading day previous thereto); and with respect to the
Common Stock if it is not so traded or any other property, the fair market
value of such property as determined by the Committee in good faith.
1
<PAGE>
"Incentive Stock Option" means an option to purchase shares of Common
Stock awarded to a Participant under the Plan which is intended to meet the
requirements of Section 422 of the Code or any successor provision.
"Nonstatutory Stock Option" means an option to purchase shares of
Common Stock awarded to a Participant under the Plan which is not intended
to be an Incentive Stock Option.
"Option" means an Incentive Stock Option or a Nonstatutory Stock
Option.
"Participant" means a person selected by the Committee to receive an
Award under the Plan.
"Performance Cycle" or "Cycle" means the period of time selected by
the Committee during which performance is measured for the purpose of
determining the extent to which an award of Performance Shares has been
earned.
"Performance Shares" means shares of Common Stock awarded to a
Participant under Section 8.
"Restricted Period" means the period of time selected by the Committee
during which an award of Restricted Stock may be forfeited to the Company.
"Restricted Stock" means shares of Common Stock awarded to a
Participant under Section 9 which are subject to forfeiture.
"Stock Appreciation Right" or "SAR" means a right awarded to a
Participant under Section 7.
"Stock Unit" means a share of Common Stock or a unit valued in whole
or in part by reference to, or otherwise based on, the value of a share of
Common Stock, awarded to a Participant under Section 10.
Section 3. Administration
The Plan shall be administered by the Committee. The Committee shall
have the authority to adopt, alter and repeal such administrative rules,
guidelines and practices governing the operation of the Plan as it shall from
time to time consider advisable, to interpret the provisions of the Plan and any
Award, and to decide all disputes arising in connection with the Plan. The
Committee's decisions and interpretations shall be final and binding.
2
<PAGE>
Section 4. Eligibility
All employees, consultants and directors of the Company or any of its
subsidiaries shall be eligible to be Participants in the Plan.
Section 5. Stock Available for Awards
(a) Awards may be made under the Plan for up to 2,000,000 shares of
Common Stock. If any Award in respect of shares of Common Stock expires or is
terminated before exercise or is forfeited for any reason or settled in a manner
that results in fewer shares of Common Stock outstanding than were initially
awarded, including without limitation the surrender of shares of Common Stock in
payment for the Award or any tax obligation thereon, the shares of Common Stock
subject to such Award or so surrendered, as the case may be, to the extent of
such expiration, termination, forfeiture or decrease, shall again be available
for award under the Plan. Shares of Common Stock issued under the Plan may
consist in whole or in part of authorized but unissued shares or treasury
shares. In no event shall any Participant receive in any 12-month period Awards
for more than 1% of the total outstanding shares of Common Stock.
(b) In the event that the Committee determines in its sole discretion
that any stock dividend, extraordinary cash dividend, creation of a class of
equity securities, recapitalization, reorganization, merger, consolidation,
split-up, spin-off, combination, exchange of shares, warrants or rights offering
to purchase Common Stock at a price substantially below fair market value, or
other similar transaction affects the Common Stock such that an adjustment is
required in order to preserve the benefits or potential benefits intended to be
made available under the Plan, the Committee shall have the right to adjust
equitably any or all of (i) the number and kind of shares of stock or securities
in respect of which Awards may be made under the Plan, (ii) the number and kind
of shares subject to outstanding Awards, and (iii) the award, exercise or
conversion price with respect to any of the foregoing, and if considered
appropriate, the Committee may make provision for a cash payment with respect to
an outstanding Award, provided that the number of shares subject to any Award
shall always be a whole number and that any such cash payment shall be made only
to the extent necessary to effect an equitable adjustment in such benefits or
potential benefits.
(c) The Company may make Awards under the Plan in substitution for
stock and stock-based awards held by employees of another corporation who
concurrently become employees of the Company or a subsidiary of the Company as
the result of a merger or consolidation of the employing corporation with the
Company or a subsidiary of the Company or the acquisition by the Company or a
subsidiary of the Company of property or stock of the employing corporation. The
Committee may direct that the substitute awards be granted on such terms and
conditions as the Committee considers appropriate in the circumstances. The
shares which may be delivered under such substitute Awards may be in addition to
the maximum number of shares provided for in section (a) above only to the
extent that the substitute Awards (i) are granted to persons whose relationship
to the Company does not make (and is not expected
3
<PAGE>
to make) them subject to Section 16(b) of the Act, (ii) are granted in
substitution for awards issued under a plan approved, to the extent then
required under Rule 16b-3 (or any successor rule) under the Act, by the
stockholders of the entity which issued such predecessor awards and (iii) are
granted without the effect of disqualifying the Plan or, without the consent of
any optionee, any Incentive Stock Option granted under the Plan, under Section
422 of the Code.
Section 6. Options
(a) Subject to the provisions of the Plan, the Committee may award
Incentive Stock Options and Nonstatutory Stock Options and determine the number
of shares to be covered by each Option, the option price therefor, the term of
the Option, and the other conditions and limitations applicable to the exercise
of the Option. The terms and conditions of Incentive Stock Options shall be
subject to and comply with Section 422 of the Code, or any successor provision,
and any regulations thereunder. Anything in the Plan to the contrary
notwithstanding, no term of the Plan relating to Incentive Stock Options shall
be interpreted, amended or altered, nor shall any discretion or authority
granted to the Committee under the Plan be so exercised, so as to disqualify the
Plan or, without the consent of the optionee, any Incentive Stock Option granted
under the Plan, under Section 422 of the Code.
(b) The option price per share of Common Stock purchasable under an
Option shall not be less than 100% of the Fair Market Value of the Common Stock
on the date of award with respect to Incentive Stock Options and not less than
50% of the Fair Market Value of the Common Stock on the date of award with
respect to Nonstatutory Stock Options. If the Participant owns or is deemed to
own (by reason of the attribution rules applicable under Section 424(d) of the
Code) more than 10% of the total combined voting power of all classes of stock
of the Company or any subsidiary or parent corporation of the Company and an
Incentive Stock Option is granted to such Participant, the option price shall be
not less than 110% of Fair Market Value of the Common Stock on the date of
award.
(c) No Incentive Stock Option shall be exercisable more than ten years
after the date the option is awarded and no Nonstatutory Stock Option shall be
exercisable more than ten years and one day after the date the option is
awarded. If a Participant owns or is deemed to own (by reason of the attribution
rules of Section 424(d) of the Code) more than 10% of the total combined voting
power of all classes of stock of the Company or any subsidiary or parent
corporation of the Company and an Incentive Stock Option is awarded to such
Participant, the term of such option shall be no more than five years from the
date of award.
(d) No shares shall be delivered pursuant to any exercise of an Option
until payment in full of the option price therefor is received by the Company.
Such payment may be made in whole or in part in cash or by certified or bank
check or, to the extent permitted by the Committee at or after the award of the
Option, by delivery of a note or shares of Common Stock owned by the optionee,
including Restricted Stock, valued at their Fair Market Value on the date of
delivery, or such other lawful consideration as the Committee may determine.
4
<PAGE>
(e) No Option shall be transferable by the Participant otherwise than
by will or the laws of descent and distribution, and all Options shall be
exercisable, during the Participant's lifetime, only by the Participant;
provided, however, that the Committee may provide that a Nonstatutory Stock
Option is transferable by the Participant and exercisable by persons other than
the Participant during the Participant's lifetime upon such terms and conditions
as the Committee may determine.
(f) The Committee may at any time accelerate the exercisability of all
or any portion of any Option.
Section 7. Stock Appreciation Rights
(a) A Stock Appreciation Right is an Award entitling the Participant to
receive an amount in cash or shares of Common Stock or a combination thereof
having a value equal to (or if the Committee shall so determine at time of
grant, less than) the excess of the Fair Market Value of a share of Common Stock
on the date of exercise over the Fair Market Value of a share of Common Stock on
the date of grant (or over the option exercise price, if the Stock Appreciation
Right was granted in tandem with a Nonstatutory Stock Option) multiplied by the
number of shares with respect to which the Stock Appreciation Right is
exercised.
(b) Subject to the provisions of the Plan, the Committee may award SARs
in tandem with a Nonstatutory Stock Option (at or after the award of the
Nonstatutory Stock Option), or alone and unrelated to an Option, and may
determine the terms and conditions applicable thereto, including the form of
payment. SARs granted in tandem with a Nonstatutory Stock Option shall terminate
to the extent that the related Nonstatutory Stock Option is exercised, and the
related Nonstatutory Stock Option shall terminate to the extent that the tandem
SARs are exercised.
(c) An SAR related to a Nonstatutory Stock Option which can be
exercised only during limited periods following a change in control of the
Company may entitle the Participant to receive an amount based upon the highest
price paid or offered for Common Stock in any transaction relating to the change
in control or paid during the thirty-day period immediately preceding the
occurrence of the change in control in any transaction reported in the stock
market in which the Common Stock is normally traded.
(d) Notwithstanding that a Nonstatutory Stock Option at the time of
exercise shall not be accompanied by a related Stock Appreciation Right, if the
Fair Market Value of the shares subject to such Option exceeds the exercise
price of such Option at the time of its exercise, the Committee may, in its
discretion, cancel such Option, in which event the Company shall pay to the
person exercising such Option an amount equal to the difference between the Fair
Market Value of the Common Stock to have been purchased pursuant to such
exercise of such Option (determined on the date the Option is canceled) and the
aggregate consideration to have been paid by such person upon such exercise.
Such payment shall be by check, bank draft or in Common Stock having a Fair
Market Value (determined on the date the payment is to be made) equal to the
amount of such payment or any combination thereof, as determined by the
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<PAGE>
Committee. The Committee may exercise its discretion under the first sentence of
this paragraph (d) only in the event of a written request of the person
exercising the Nonstatutory Stock Option, which request shall not be binding on
the Committee.
Section 8. Performance Shares
(a) A Performance Share is an Award entitling the Participant to
acquire shares of Common Stock upon the attainment of specified performance
goals. Subject to the provisions of the Plan, the Committee may award
Performance Shares and determine the performance goals applicable to each such
Award, the number of such shares for each Performance Cycle, the duration of
each Performance Cycle and all other limitations and conditions applicable to
the awarded Performance Shares. There may be more than one Performance Cycle in
existence at any one time, and the duration of Performance Cycles may differ
from each other. The payment value of each Performance Share shall be equal to
the Fair Market Value of one share of Common Stock on the date the Performance
Share is earned or, in the discretion of the Committee, on the date the
Committee determines that the Performance Share has been earned.
(b) Except as provided in a specific Award, during any Performance
Cycle, the Committee may adjust the performance goals for such Performance Cycle
as it deems equitable in recognition of unusual or non-recurring events
affecting the Company, changes in applicable tax laws or accounting principles,
or such other factors as the Committee may determine.
(c) As soon as practicable after the end of a Performance Cycle, the
Committee shall determine the number of Performance Shares which have been
earned on the basis of performance in relation to the established performance
goals. The payment values of earned Performance Shares shall be distributed to
the Participant as soon as practicable thereafter. The Committee shall
determine, at or after the time of award, whether payment values will be settled
in whole or in part in cash or other property, including Common Stock or Awards.
Section 9. Restricted Stock
(a) A Restricted Stock Award is an Award entitling the Participant to
acquire shares of Common Stock for a purchase price (which may be zero) equal to
or less than their par value, subject to such conditions, including a Company
right during a specified period or periods to repurchase such shares at their
original purchase price (or to require forfeiture of such shares if the purchase
price was zero) upon the Participant's termination of employment.
(b) Subject to the provisions of the Plan, the Committee may award
shares of Restricted Stock and determine the purchase price (if any) therefor,
the duration of the Restricted Period during which, and the conditions under
which, the shares may be forfeited to or repurchased by the Company and the
other terms and conditions of such Awards. The Committee may modify or waive the
restrictions with respect to any Restricted Stock. Shares of Restricted Stock
may be issued for no cash consideration or such minimum consideration as may be
required by applicable law.
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<PAGE>
(c) Shares of Restricted Stock may not be sold, assigned, transferred,
pledged or otherwise encumbered, except as permitted by the Committee, during
the Restricted Period. Shares of Restricted Stock shall be evidenced in such
manner as the Committee may determine. Any certificates issued in respect of
shares of Restricted Stock shall be registered in the name of the Participant
and unless otherwise determined by the Committee, deposited by the Participant,
together with a stock power endorsed in blank, with the Company. At the
expiration of the Restricted Period, the Company shall deliver such certificates
and stock power to the Participant.
(d) A Participant shall have all the rights of a shareholder with
respect to the Restricted Stock including voting and dividend rights, subject to
nontransferability restrictions and Company repurchase or forfeiture rights
described in this Section and subject to any other conditions contained in the
Award.
Section 10. Stock Units
(a) Subject to the provisions of the Plan, the Committee may award
Stock Units subject to such terms, restrictions, conditions, performance
criteria, vesting requirements and payment rules as the Committee shall
determine.
(b) Shares of Common Stock awarded in connection with a Stock Unit
shall be issued for no cash consideration or such minimum consideration as may
be required by applicable law.
Section 11. Grants of Non-Discretionary Options to Committee Members
Notwithstanding any other provisions of the Plan, Committee Members
shall participate in the Plan only to the extent set forth in this Section 11.
(a) Each director who is a Committee Member on the first business day
following each annual meeting of the shareholders of the Company, commencing
with the 1996 annual meeting of shareholders, shall receive the award of a
Nonstatutory Stock Option to purchase 2,500 shares of Common Stock (the
"Non-Discretionary Option"). In addition, any person who is a Committee Member
immediately after the Company's initial public offering shall receive the award
of a Nonstatutory Stock Option to purchase 10,000 shares of Common Stock at the
initial public offering price (also, a "Non-Discretionary Option"). Each
Non-Discretionary Option awarded to a Committee Member shall become exercisable
one year after the date of grant. On or about January 31, 1997, and each third
anniversary thereof, the Board shall review the provisions of this Section 11 to
determine whether to modify the size of the annual Non-Discretionary Option
Award or otherwise amend such provisions. Notwithstanding the foregoing, any
outstanding Non-Discretionary Option and the number and nature of shares of
Common Stock subject to any such Option held by a Committee Member shall be
subject to adjustment only to the extent set forth in Section 11(f) and 12(g),
and not pursuant to any other provision of the Plan, including, without
limitation, Sections 5(b), 12(h) and 12(k) hereof.
7
<PAGE>
(b) The term of each Non-Discretionary Option granted to a Committee
Member shall be ten years from its date of grant, unless sooner terminated in
accordance with Section 11(e).
(c) The purchase price of the shares of Common Stock subject to each
Non-Discretionary Option granted to a Committee Member shall be the Fair Market
Value of the Common Stock on the date the Option is granted. The Committee shall
determine whether an Award to a Committee Member is settled in whole or in part
in cash, shares of Common Stock, other securities of the Company, Awards or
other property. The Committee shall not permit a Committee Member to defer all
or any portion of a payment under the Plan.
(d) No Non-Discretionary Option shall be transferable by a Committee
Member other than by will or by the laws of descent and distribution and all
Non-Discretionary Options shall be exercisable during a Committee Member's
lifetime only by the Committee Member or his or her duly appointed guardian or
personal representative. The restrictions set forth in Section 12(a) of the Plan
shall apply to all Non-Discretionary Options granted to Committee Members.
(e) If a Committee Member retires as a director, his Non-Discretionary
Options shall be exercisable by him only during the three months following his
retirement and only as to the number of shares, if any, as to which the
Non-Discretionary Options were exercisable immediately prior to his retirement.
If a Committee Member dies while serving as a director, his Non-Discretionary
Options shall be exercisable by either his executor or administrator or, if not
so exercised, by the legatees or the distributees of his estate, only during the
twelve months following his death and only as to the number of shares, if any,
as to which the Non-Discretionary Options were exercisable immediately prior to
his death. If a Committee Member ceases to serve as a director by reason of
permanent and total disability, his Non-Discretionary Options shall be
exercisable by him only during the three months following his retirement and
only as to the number of shares, if any, as to which the Non-Discretionary
Options were exercisable immediately prior to his disability. If a Committee
Member ceases to serve as a director and to be eligible to participate in the
Plan for any other reason (including the termination of his employment with the
Company if such Committee Member is also an employee of the Company), his
Non-Discretionary Options shall be exercisable by him only during the thirty
days following such cessation and only as to the number of shares, if any, as to
which the Non-Discretionary Options were exercisable immediately prior to such
cessation. In no event shall the term of any Non-Discretionary Options be
extended beyond its expiration date as a result of this Section 11(e).
(f) In the event of a stock dividend, stock split or combination of
shares of Common Stock, recapitalization or other increase or decrease in the
number of issued shares of Common Stock effected without receipt of
consideration by the Company, appropriate and proportionate adjustment shall be
made in the number, kind and exercise price of each share of Common Stock
subject to Non-Discretionary Options then outstanding and to be granted to
Committee Members under this Section 11.
8
<PAGE>
(g) Each Non-Discretionary Option granted to a Committee Member shall
be evidenced by a writing specifying the terms and conditions thereof in
accordance with this Section 11.
Section 12. General Provisions Applicable to Awards
(a) Notwithstanding any other provision of the Plan but subject to
Section 6(e), to the extent required to qualify for the exemption provided by
Rule 16b-3 under the Act, and any successor provision, (i) any Common Stock or
other equity security offered under the Plan to a Participant subject to
Section 16 of the Act may not be sold for at least six months after acquisition
and (ii) any Option or other right related to an equity security, issued under
the Plan to such a person shall not be transferable other than by will or the
laws of descent and distribution or pursuant to a qualified domestic relations
order as defined in the Code or Title I of the Employee Retirement Income
Security Act, or the rules thereunder, shall not be exercisable for at least six
months, and shall be exercisable during the Participant's lifetime only by the
Participant or the Participant's guardian or legal representative.
(b) Each Award under the Plan shall be evidenced by a writing delivered
to the Participant specifying the terms and conditions thereof and containing
such other terms and conditions not inconsistent with the provisions of the Plan
as the Committee considers necessary or advisable to achieve the purposes of the
Plan or comply with applicable tax regulations and accounting principles.
(c) Each Award may be made alone, in addition to or in relation to any
other Award. The terms of each Award need not be identical, and the Committee
need not treat Participants uniformly. Except as otherwise provided by the Plan
or a particular Award, any determination with respect to an Award may be made by
the Committee at the time of award or at any time thereafter.
(d) The Committee shall determine whether Awards are settled in whole
or in part in cash, Common Stock, other securities of the Company, Awards or
other property. The Committee may permit a Participant to defer all or any
portion of a payment under the Plan, including the crediting of interest on
deferred amounts denominated in cash and dividend equivalents on amounts
denominated in Common Stock.
(e) The Committee shall determine the effect on an Award of the
disability, death, retirement or other termination of employment of a
Participant and the extent to which, and the period during which, the
Participant's legal representative, guardian or designated beneficiary may
receive payment of an Award or exercise rights thereunder.
(f) In order to preserve a Participant's rights under an Award in the
event of a change in control of the Company, the Committee in its discretion
may, at the time an Award is made or at any time thereafter, take one or more of
the following actions with respect to any such change of control: (i) provide
for the acceleration of any time period relating to the exercise
9
<PAGE>
or realization of the Award, (ii) provide for the purchase of the Award upon the
Participant's request for an amount of cash or other property that could have
been received upon the exercise or realization of the Award had the Award been
currently exercisable or payable, (iii) adjust the terms of the Award in a
manner determined by the Committee, (iv) cause the Award to be assumed, or new
rights substituted therefor, by another entity, or (v) make such other provision
as the Committee may consider equitable and in the best interests of the
Company.
(g) Further, in the event of (i) a dissolution or liquidation of the
Company, (ii) the sale of all or substantially all the assets of the Company,
(iii) a merger or consolidation of the Company resulting in a change in
ownership of more than fifty percent (50%) of the outstanding shares of the
Company's voting capital stock control of the Company, (iv) any other capital
reorganization in which more than fifty percent (50%) of the outstanding shares
of the Company's voting capital stock are exchanged or (v) any Person (as
defined below) becomes an Interested Stockholder (as defined below), then upon
the adoption of the plan or agreement of liquidation, dissolution, sale, merger,
consolidation or reorganization or upon the date that any such Person becomes an
Interested Stockholder, all Awards which are not then fully exercisable or
realizable shall become fully exercisable and realizable. As used in this
Section 12(g), (A) "Person" shall mean any individual, Group Acting in Concert
(as defined below), corporation, partnership, association, joint stock company,
trust, business trust, unincorporated organization or association or other
entity; (B) "Interested Stockholder" shall mean any Person (other than the
Company) who or which is the beneficial owner, directly or indirectly, of more
than fifty percent (50%) of the outstanding shares of the Company's voting
capital stock, but not any Person who was the beneficial owner, directly or
indirectly, of more than fifty percent (50%) of the outstanding shares of the
Company's voting capital stock immediately after the closing of the initial
public offering of the Common Stock; and (C) "Group Acting in Concert" shall
mean Persons (1) seeking to combine or pool their voting or other interests in
the securities of the Company for a common purpose, pursuant to any contract,
understanding, relationship, agreement or other arrangement, whether written,
oral or otherwise, or (2) who would be deemed to be acting as a group or
syndicate within the meaning of Section 13(d) of the Act or any subsequent
provision replacing such section. In addition, any persons who are beneficial
owners of the same securities are deemed to be members of a Group Acting in
Concert. When persons act together for any such purpose, their group will be
deemed to have acquired their stock. Notwithstanding the foregoing provisions of
this Section 12(g), the term "Interested Stockholder" shall not include (x) an
employee stock ownership, stock option, stock purchase or other plan for natural
Persons who are directors, officers, employees or consultants of the Company or
a subsidiary thereof, nor shall any fiduciary of any such plan be deemed to own
stock held by or administered in connection with such plan for the purposes of
this Section 12(g); or (y) any Person who becomes the beneficial owner, directly
or indirectly, of more than fifty percent (50%) of the outstanding shares of the
Company's voting capital stock under the terms of a will or trust or, under the
laws of descent and distribution, from the estate of a person or a donor who was
the beneficial owner, directly or indirectly, of more than fifty percent (50%)
of the outstanding shares of the Company's voting capital stock immediately
after the closing of the initial public offering of the Common Stock.
10
<PAGE>
(h) The Participant shall pay to the Company, or make provision
satisfactory to the Committee for payment of, any taxes required by law to be
withheld in respect of Awards under the Plan no later than the date of the event
creating the tax liability. In the Committee's discretion, such tax obligations
may be paid in whole or in part in shares of Common Stock, including shares
retained from the Award creating the tax obligation, valued at their Fair Market
Value on the date of delivery. The Company may, to the extent permitted by law,
deduct any such tax obligations from any payment of any kind otherwise due to
the Participant.
(i) For purposes of the Plan, the following events shall not be deemed
a termination of employment of a Participant:
(i) a transfer to the employment of the Company from a subsidiary or
from the Company to a subsidiary, or from one subsidiary to another; or
(ii) an approved leave of absence for military service or sickness, or
for any other purpose approved by the Company, if the Participant's right
to reemployment is guaranteed either by a statute or by contract or under
the policy pursuant to which the leave of absence was granted or if the
Committee otherwise so provides in writing.
For purposes of the Plan, employees of a subsidiary of the Company shall be
deemed to have terminated their employment on the date on which such subsidiary
ceases to be a subsidiary of the Company.
(j) The Committee may amend, modify or terminate any outstanding Award,
including substituting therefor another Award of the same or a different type,
changing the date of exercise or realization and converting an Incentive Stock
Option to a Nonstatutory Stock Option, provided that the Participant's consent
to such action shall be required unless the Committee determines that the
action, taking into account any related action, would not materially and
adversely affect the Participant.
Section 13. Miscellaneous
(a) No person shall have any claim or right to be granted an Award, and
the grant of an Award shall not be construed as giving a Participant the right
to continued employment. The Company expressly reserves the right at any time to
dismiss a Participant free from any liability or claim under the Plan, except as
expressly provided in the applicable Award.
(b) Subject to the provisions of the applicable Award, no Participant
shall have any rights as a shareholder with respect to any shares of Common
Stock to be distributed under the Plan until he or she becomes the holder
thereof.
(c) Subject to the approval of the sole shareholder of the Company, the
Plan shall be effective on November 15, 1995. Prior to such approval, Awards may
be made under the Plan expressly subject to such approval.
11
<PAGE>
(d) The Board may amend, suspend or terminate the Plan or any portion
thereof at any time, provided that no amendment shall be made without
shareholder approval if such approval is necessary to comply with any applicable
tax or regulatory requirement, including any requirement for exemptive relief
under Section 16(b) of the Securities Exchange Act of 1934, or any successor
provisions.
(e) Awards may not be made under the Plan after November 14, 2005, but
then outstanding Awards may extend beyond such date.
As amended January 27, 1996.
12
Exhibit 5
NUTTER, McCLENNEN & FISH, LLP
ATTORNEYS AT LAW
ONE INTERNATIONAL PLACE
BOSTON, MASSACHUSETTS 02110-2699
TELEPHONE: 617-439-2000 FACSIMILE: 617-973-9748
CAPE COD OFFICE DIRECT DIAL NUMBER
HYANNIS, MASSACHUSETTS
May 16, 1996
PhyMatrix Corp.
777 South Flagler Drive
West Palm Beach, Florida 33401
Gentlemen/Ladies:
Reference is made to the registration statement on Form S-8
(the "Registration Statement") which PhyMatrix Corp. (the "Company") is filing
concurrently herewith with the Securities and Exchange Commission under the
Securities Act of 1933, as amended, (the "Securities Act"), with respect to (i)
2,000,000 shares of the Company's Common Stock, $0.01 par value (the "Common
Stock"), issuable pursuant to the Company's 1995 Equity Incentive Plan (the
"1995 Plan"), and (ii) an indeterminate number of shares of such Common Stock
which may be issued or become issuable under the 1995 Plan by reason of stock
dividends, stock splits or other recapitalizations executed hereafter.
We have acted as legal counsel for the Company in connection
with the assumption of the 1995 Plan, are familiar with the Company's
Certificate of Incorporation, as amended and restated to date, and By-Laws and
have examined such other documents as we deemed necessary for this opinion.
Based upon the foregoing, we are of the opinion that:
1. When issued and paid for in compliance with the terms of
the 1995 Plan, the 2,000,000 shares of Common Stock referred to above will be
duly and validly issued, fully paid and non-assessable; and
2. The additional shares of Common Stock which may become
issuable under the 1995 Plan by reason of stock dividends, stock splits or other
recapitalizations hereafter executed, if and when issued in accordance with
the terms of the 1995 Plan and upon compliance with the applicable provisions
of law and of the Company's Certificate of Incorporation, as amended and
restated to date, and By-Laws, will be duly and validly issued, fully paid and
non-assessable.
We understand that this opinion letter is to be used in connection with
the Registration Statement and hereby consent to the filing of this opinion
letter with and as a part of the Registration Statement and of any amendments
thereto. It is understood that this opinion letter is to be used in connection
with the offer and sale of the aforesaid shares only while the Registration
Statement, as it may be amended from time to time as contemplated by Section
10(a)(3) of the Securities Act, is effective under the Securities Act.
Very truly yours,
/s/ Nutter, McClennen & Fish, LLP
Nutter, McClennen & Fish, LLP
JED/ASG/MRD
Exhibit 23.2
ARTHUR ANDERSEN LLP
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
As independent certified public accountants, we hereby consent to the
incorporation by reference of our reports in this Form S-8 Registration
Statement of PhyMatrix Corp.
/s/ Arthur Andersen LLP
ARTHUR ANDERSEN LLP
Miami, Florida
May 9, 1996
Exhibit 23.3
Babush, Neiman, Kornman & Johnson, LLP
Eight Piedmont Center, Suite 500
3525 Piedmont Road
Atlanta, Georgia 30305
INDEPENDENT AUDITORS' CONSENT
As independent auditors, we hereby consent to the incorporation by
reference of our report dated June 26, 1995 with respect to Georgia
Oncology-Hematology Clinic, P.C. in this Registration Statement on Form S-8
filed by PhyMatrix Corp., which report is incorporated by reference in this
Registration Statement.
/s/ Babush, Neiman, Kornman & Johnson, LLP
BABUSH, NEIMAN, KORNMAN & JOHNSON, LLP
Atlanta, Georgia
May 10, 1996
Exhibit 23.4
Bober, Markey & Company
Certified Public Accountants
INDEPENDENT AUDITORS' CONSENT
As independent auditors, we hereby consent to the incorporation by
reference of our report dated July 31, 1995 with respect to DASCO Development
Corporation and Affiliate in this Registration Statement on Form S-8 filed by
PhyMatrix Corp., which report is incorporated by reference in this Registration
Statement.
/s/ Bober, Markey & Company
BOBER, MARKEY & COMPANY
Akron, Ohio
May 10, 1996
Exhibit 23.5
INDEPENDENT AUDITORS' CONSENT
As independent auditors, we hereby consent to the incorporation by reference of
our report dated June 22, 1995 with respect to UroMed Technologies, Inc. in this
Registration Statement on Form S-8 filed by PhyMatrix Corp., which report is
incorporated by reference in this Registration Statement.
/s/ Roy Cline, CPA, PA
Roy Cline, CPA, PA
Altamonte Springs, Florida
May 9, 1996
Exhibit 23.6
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this registration statement of
PhyMatrix Corp. on Form S-8 (File No. 33- ) of our report dated January 9,
1996, on our audit of the financial statements of Cancer Specialists of Georgia,
P.C.
/s/ Coopers & Lybrand L.L.P.
Boston, Massachusetts
May 10, 1996
Exhibit 23.7
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this registration statement of
PhyMatrix Corp. on Form S-8 (File No. 33- ) of our report dated November 6, 1995
(except for Note 3, page F-16, last paragraph, as to which the date is December
8, 1995) and March 27, 1996, on our audits of the combined financial statements
and financial statement schedule of PhyMatrix Corp.
/s/ Coopers & Lybrand L.L.P.
COOPERS & LYBRAND L.L.P.
Boston, Massachusetts
May 10, 1996
Exhibit 23.8
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this Registration Statement on
Form S-8 (File No. ) of our report dated August 24, 1995, on our audits
of the financial statements of Aegis Health Systems, Inc. as of December 31,
1994, and 1993, and for each of the three years in the period ended December
31, 1994, which report is included in the Registration Statement on Form S-1
(File No. ) dated January 22, 1996 of PhyMatrix Corp.
/s/ Coopers & Lybrand L.L.P.
Oklahoma City, Oklahoma
May 9, 1996
Exhibit 23.9
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this registration statement of
PhyMatrix Corp. on Form S-8 (File No. 33- ) of our report dated October 5,
1995, on our audits of the financial statements of Radiation Care, Inc. and
Subsidiaries.
/s/ Coopers & Lybrand L.L.P.
Boston, Massachusetts
May 10, 1996
Exhibit 23.10
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this registration statement of
PhyMatrix Corp. on Form S-8 (File No. 33- ) of our report dated December
14, 1995, on our audits of the financial statements of Pinnacle Associates, Inc.
/s/ Coopers & Lybrand L.L.P.
Boston, Massachusetts
May 10, 1996
Exhibit 23.11
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this registration statement of
PhyMatrix Corp. on Form S-8 (File No. 33- ) of our report dated November
6, 1995, on our audit of the financial statements of DASCO Development
Corporation and Affiliate.
/s/ Coopers & Lybrand L.L.P.
Miami, Florida
May 10, 1996
Exhibit 23.12
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this Registration Statement on
Form S-8 (File No. 33- ) of our report dated July 27, 1995, on our audits of the
financial statements of the financial statements of Osler Medical as of and for
the years ended December 31, 1994 and 1993, which report is incorporated by
reference in this Registration Statement.
/s/ Hoyman, Dobson & Company, P.A.
HOYMAN, DOBSON & COMPANY, P.A.
Melbourne, Florida
May 10, 1996
Exhibit 23.13
INDEPENDENT AUDITORS' CONSENT
As independent auditors, we hereby consent to the incorporation by
reference of our report dated October 25, 1995 with respect to Mobile
Lithotripter of Indiana Partners in this Registration Statement on Form S-8
filed by PhyMatrix Corp., which is incorporated by reference in this
Registration Statement.
/s/ Katz, Sapper & Miller, LLP
KATZ, SAPPER & MILLER, LLP
Indianapolis, Indiana
May 10, 1996
Exhibit 23.14
Patrick & Associates, P.A.
4040 Woodcock Drive, Suite 230
Jacksonville, Florida 32207
INDEPENDENT AUDITORS' CONSENT
As independent auditors, we hereby consent to the incorporation by
reference of our report dated June 8, 1995 with respect to First Choice Health
Care Services of Ft. Lauderdale, Inc. in this Registration Statement on Form S-8
filed by PhyMatrix Corp., which report is incorporated by reference in this
Registration Statement.
/s/ Patrick & Associates, P.A.
Patrick & Associates, P.A.
Jacksonville, Florida
May 10, 1996
Exhibit 23.15
Patrick & Associates, P.A.
4040 Woodcock Drive, Suite 230
Jacksonville, Florida 32207
INDEPENDENT AUDITORS' CONSENT
As independent auditors, we hereby consent to the incorporation by
reference of our report dated June 8, 1995 with respect to First Choice Home
Care, Inc. in this Registration Statement on Form S-8 filed by PhyMatrix Corp.,
which report is incorporated by reference in this Registration Statement.
/s/ Patrick & Associates, P.A.
Patrick & Associates, P.A.
Jacksonville, Florida
May 10, 1996
Exhibit 23.16
Regan, Russell, Schickner & Shah, P.A.
Certified Public Accountants
INDEPENDENT AUDITORS' CONSENT
As independent auditors, we hereby consent to the incorporation by
reference of our report dated September 13, 1995 with respect to the Financial
Statements of Nutrichem, Inc. for periods ended December 31, 1993 and November
17, 1994 in this Registration Statement on Form S-8 filed by PhyMatrix
Corporation.
/s/ Regan, Russell, Schickner & Shah, P.A.
Regan, Russell, Schickner & Shah, P.A.
Columbia, Maryland
May 10, 1996
Exhibit 23.17
Weil, Akman, Baylin & Coleman, P.A.
201 West Padonia Road, Suite 600
Timonium, Maryland 21093-2186
INDEPENDENT ACCOUNTANT'S CONSENT
As independent accountants, we hereby consent to the use of our report
dated November 30, 1995 with respect to Oncology-Hematology Associates, P.A. and
Oncology-Hematology Infusion Therapy, Inc. in this Registration Statement on
Form S-8 filed by PhyMatrix Corp. We also consent to the reference to us under
the heading "Experts" in the Prospectus, which is part of such Registration
Statement.
/s/ Weil, Akman, Baylin & Coleman, P.A.
WEIL, AKMAN, BAYLIN & COLEMAN, P.A.
Timonium, Maryland
May 10, 1996
