As filed with the Securities and Exchange Commission on October 29, 1997
Registration No. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------------------
PHYMATRIX CORP.
(Exact name of registrant as specified in charter)
Delaware 65-0617076
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
777 South Flagler Drive, Suite 1000E
West Palm Beach, FL 33401
(561) 655-3500
(Address, including zip code, and telephone number, including area code of
registrant's principal executive offices)
----------------------
Abraham D. Gosman Copies to:
PhyMatrix Corp. James E. Dawson, Esq.
777 South Flagler Drive Nutter, McClennen & Fish, LLP
West Palm Beach, FL 33401 One International Place
(561) 655-3500 Boston, MA 02110-2699
(617) 439-2000
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
----------------------
Approximate date of commencement of proposed sale to public: From time to time
after the effective date of this Registration Statement, as determined by market
conditions.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If the Form is a post-effective amendment filed pursuant to Rule 426(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
CALCULATION OF REGISTRATION FEE
----------------------
<TABLE>
<S> <C> <C> <C> <C>
====================================================================================================================
Title of Each Class of Amount to be Proposed Maximum Proposed Maximum Amount of
Securities to be Registered Registered Offering Price Aggregate Registration
Per Share(1) Offering Price(1) Fee
- --------------------------------------------------------------------------------------------------------------------
Shares of Common Stock, $.01
par value 5,204,305 shares $14.44 $75,150,164.20 $22,772.78
====================================================================================================================
</TABLE>
(1) Determined pursuant to Rule 457(c) under the Securities Act of 1933, as
amended, based upon the average of the bid and asked prices per share of
Common Stock reported on the Nasdaq National Market on October 28, 1997.
----------------------
The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant shall
file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933, as amended, or until the Registration Statement
shall become effective on such date as the Commission, acting pursuant to said
Section 8(a), may determine.
<PAGE>
Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor may
offers to buy be accepted prior to the time the registration statement becomes
effective. This prospectus shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of these securities
in any State in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such state.
SUBJECT TO COMPLETION DATED OCTOBER 29, 1997
PROSPECTUS
5,204,305 Shares
PHYMATRIX CORP.
Common Stock
------------
This Prospectus relates to the resale of 5,204,305 shares of Common
Stock, $.01 par value (the "Shares"), of PhyMatrix Corp., a Delaware corporation
(the "Company"), which Shares are owned and may be offered and sold from time to
time by certain persons and entities referred to herein as the "Selling
Stockholders."
The Shares may be offered from time to time by the Selling Stockholders
in transactions on the Nasdaq National Market ("Nasdaq") or in
privately-negotiated transactions, at fixed prices which may be changed, at
market prices prevailing at the time of sale, at prices related to such
prevailing market prices or at negotiated prices. Specific information
concerning the Selling Stockholders and their plan of distribution is set forth
under "Selling Stockholders" and "Plan of Distribution."
The Company will not receive any proceeds from the sale of the Shares.
The Company is bearing certain expenses in connection with the registration of
the Shares being offered and sold by the Selling Stockholders.
Shares of the Company's Common Stock, $.01 par value per share (the
"Common Stock"), are quoted on the Nasdaq under the symbol "PHMX." On October
28, 1997, the closing price reported for such shares on Nasdaq was $14.375.
------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE 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 October __, 1997.
<PAGE>
No dealer, salesperson or any other person has been authorized to give
any information or to make any representations other than those contained in
this Prospectus, and, if given or made, such information and representations
must not be relied upon as having been authorized by the Company. This
Prospectus does not constitute an offer to sell or a solicitation of any offer
to buy the securities described herein by anyone in any jurisdiction in which
such offer or solicitation is not authorized, or in which the person making the
offer or solicitation is not qualified to do so, or to any person to whom it is
unlawful to make such offer or solicitation. Under no circumstances shall the
delivery of this Prospectus or any sale made pursuant to this Prospectus create
any implication that the information contained in this Prospectus is correct as
of any time subsequent to the date of this Prospectus.
------------
AVAILABLE INFORMATION
The Company has filed with the United States Securities and Exchange
Commission (the "Commission") a Registration Statement on Form S-3 (together
with all amendments, exhibits and schedules thereto, the "Registration
Statement") under the Securities Act covering the shares of Common Stock offered
hereby. This Prospectus does not contain all the information set forth in the
Registration Statement, and the exhibits and schedules thereto. For further
information, with respect to the Company and the Common Stock, reference is made
to the Registration Statement, and the exhibits and schedules thereto, which can
be inspected and copied at the public reference facilities maintained by the
Commission at Room 1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington,
D.C. 20549, and at the Commission's Regional Offices located at Seven World
Trade Center, 13th Floor, New York, New York 10048 and the Citicorp Center, 500
West Madison Street, Suite 1400, Chicago, Illinois 60661. The Commission
maintains a web site (http://www.sec.gov) that contains reports, proxy and
information statements and other information regarding registrants that submit
electronic filings to the Commission. Statements made in this Prospectus as to
the contents of any contract or other document referred to are not necessarily
complete, and reference is made to the copy of such contract or other document
filed as an exhibit to the Registration Statement, each such statement being
qualified in all respects by such reference.
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 periodic reports and other information with the
Commission. For further information with respect to the Company, reference is
hereby made to such reports and other information which can be inspected and
copied at the public reference facilities maintained by the Commission
referenced above.
The Company's Common Stock is listed for trading on The Nasdaq National
Market ("Nasdaq") under the trading symbol "PHMX." Reports, proxy statements and
other information about the Company also may be inspected at the offices of
Nasdaq Operations, 1735 K Street, N.W., Washington, D.C. 20006.
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<PAGE>
DOCUMENTS INCORPORATED BY REFERENCE
The Company hereby incorporates by reference (i) its Annual Report on
Form 10-K for its fiscal year ended January 31, 1997, as amended by the
Company's Annual Report on Form 10-K/A filed with the Commission on May 30,
1997; (ii) its Quarterly Reports on Form 10-Q for the fiscal quarters ended
April 30, 1997 and July 31, 1997; (iii) its Current Reports on Form 8-K dated
October 6, 1997 and October 27, 1997, respectively; and (iv) the description of
its Common Stock contained under (a) "Description of Registrant's Securities to
be Registered" in the Company's Registration Statement on Form 8-A filed with
the Commission on January 19, 1996, and (b) "Description of Capital Stock" in
the Company's Registration Statement on Form S-4 (Reg. No. 333-09187), as
amended to date.
All reports filed by the Company pursuant to Sections 13(a), 13(c), 14
or 15(d) of the Exchange Act, as amended, subsequent to the date hereof and
prior to any termination of the offering of the shares of Common Stock covered
by this Prospectus are deemed to be incorporated by reference into this
Prospectus and to be a part hereof from the respective dates of filing. 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
subsequently filed document that is also incorporated herein modifies or
supersedes such statement. Any statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part of this
Prospectus.
Copies of all documents incorporated herein by reference (other than
exhibits to such documents, unless such exhibits are specifically incorporated
by reference into such documents) will be provided without charge to each person
who receives a copy of this Prospectus on written or oral request to Alberto M.
Hernandez, PhyMatrix Corp., 777 South Flagler Drive, West Palm Beach, Florida
33401, or by telephone at (561) 655-3500.
THE COMPANY
The Company is a multi-specialty physician management company that
provides management services to the medical community. The Company also (i)
develops medical malls, medical office buildings and health parks, both for its
own account and for leading hospitals and health systems, and (ii) operates a
multi-therapeutic site management organization operating multiple Phase I
through IV research facilities conducting clinical research for pharmaceutical
companies and clinical research organizations. The Company's primary strategy is
to develop management networks in specific geographic locations by affiliating
with physicians, medical providers and medical networks. The Company affiliates
with physicians by acquiring their practices and entering into long-term
management agreements with the acquired practices and through the management of
independent physician associations and specialty care physician networks by
management service organizations in which the Company has ownership interests.
Where appropriate, the Company supports its affiliated physicians with related
diagnostic and therapeutic medical support services. The Company's medical
support services include radiation
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<PAGE>
therapy, diagnostic imaging, infusion therapy, home health care, lithotripsy
services and ambulatory surgery.
The Company's principal place of business is 777 South Flagler Drive,
Suite 1000E, West Palm Beach, Florida 33401; and its telephone number at that
address is (561) 655-3500. Unless otherwise indicated or required by the
context, references to the "Company" include its consolidated subsidiaries.
USE OF PROCEEDS
The Shares of Common Stock offered by the Selling Stockholders are not
being sold by the Company, and the Company will not receive any proceeds of the
sale thereof.
SELLING STOCKHOLDERS
The names of the Selling Stockholders, the number of Shares which may
be offered from time to time by them under this Prospectus and information
concerning any material relationships between the Company and the Selling
Stockholders are set forth below and will be set forth as required in
Supplements to this Prospectus or amendments to the Registration Statement. The
Company issued the shares of Common Stock offered under this Prospectus in
connection with the acquisition by the Company of Clinical Studies, Ltd.
("Clinical Studies") on October 15, 1997 (the "Acquisition"). The Selling
Stockholders were the sole stockholders of Clinical Studies. To the Company's
knowledge, the Shares which may be offered represent all the shares of Common
Stock owned by the Selling Stockholders. If all of such Shares are sold, none of
the Selling Stockholders will hold any shares of Common Stock. On October 28,
1997, there were 29,588,676 shares of Common Stock outstanding.
<TABLE>
<CAPTION>
Number of Shares
Selling Stockholder Which May Be Offered
------------------- --------------------
<S> <C> <C>
BankBoston, N.A., as Trustee(1)............................903,352
Walter Brown(2)..........................................2,442,756
Ronald Phillips as Trustee of
The Alexander Rothman 1993
Qualified Sub-Chapter S Trust(3).........769,702
Ronald Phillips as Trustee of
The Julie Rothman 1993
Qualified Sub-Chapter S Trust(3).........769,702
Michael T. Heffernan(4)....................................318,793
</TABLE>
- -----------------
(1) BankBoston, N.A. serves as Trustee of the Fort Cake Trust for the
benefit of Karen Rothman, the wife of Michael Rothman. Dr. Rothman
served as a director of Clinical Studies and as its Treasurer from 1990
until the Acquisition and as its President from 1990 until 1994.
(2) Dr. Brown served as a director of Clinical Studies and as its Secretary
from 1990 until the Acquisition.
-4-
<PAGE>
(3) The Alexander Rothman, beneficiary of The Alexander Rothman 1993
Qualified Sub-Chapter S Trust, and Julie Rothman, beneficiary of The
Julie Rothman 1993 Qualified Sub-Chapter S Trust, are the son and
daughter, respectively, of Dr. Rothman.
(4) Mr. Heffernan has served as President of Clinical Studies since January
1994. In connection with the Acquisition, the Company's management has
agreed to nominate Mr. Heffernan for election to the Company's Board of
Directors.
PLAN OF DISTRIBUTION
The Selling Stockholders may sell all or a portion of the Shares
offered hereby from time to time on any exchange on which the securities are
listed on terms to be determined at the times of such sales. The Selling
Stockholders may also make private sales directly or through a broker or
brokers. Alternatively, any of the Selling Stockholders may from time to time
offer the Shares beneficially owned by them through underwriters, dealers or
agents, who may receive compensation in the form of underwriting discounts,
commissions or concessions from the Selling Stockholders and the purchasers of
the Shares for whom they may act as agent. Pursuant to the Registration Rights
Agreement dated October 15, 1997 (the "Registration Agreement") between the
Selling Stockholders and the Company, until October 15, 1998, no more than
100,000 Shares may be sold pursuant to this Prospectus by any one Selling
Shareholder (or by BankBoston, N.A., as Trustee, and Mr. Phillips, as Trustee,
taken as a group) during any period of 30 consecutive days. In addition to the
foregoing, pursuant to the Registration Agreement, during the first 30-day
period in which Shares may be sold pursuant to this Prospectus, each of the
Selling Stockholders shall be entitled to sell an additional 20,000 Shares.
To the extent required, the aggregate principal amount of the Shares to
be sold hereby, the names of the Selling Stockholders, the purchase price, the
name of any such agent, dealer or underwriter and any applicable commissions,
discounts or other terms constituting compensation with respect to a particular
offer will be set forth in any accompanying Prospectus Supplement. The aggregate
proceeds to the Selling Stockholders from the sale of the Shares offered by them
hereby will be the purchase price of such Shares less discounts and commissions,
if any.
The Shares which may be offered hereby may be sold from time to time in
one or more transactions at fixed offering prices, which may be changed, or at
varying prices determined at the time of sale or at negotiated prices. Such
prices will be determined by the holders of the Shares or by agreement between
such holders and underwriters or dealers who receive fees or commissions in
connection therewith. In order to comply with the securities laws of certain
states, if applicable, the Shares offered hereby will be sold in such
jurisdictions only through registered or licensed brokers or dealers.
The Selling Stockholders and any broker-dealers, agent or underwriters
that participate with the Selling Stockholders in the distribution of the Shares
offered hereby may be deemed to be "underwriters" within the meaning of the
Securities Act, in which event any commissions or discounts received by such
broker-dealers, agents or underwriters and any profit on the resale
-5-
<PAGE>
of the Shares offered hereby and purchased by them may be deemed to be
underwriting commissions or discounts under the Securities Act.
The Company is paying all expenses incident to the offer and sale of
the Shares offered hereby by the Selling Stockholders to the public, other than
selling commissions and fees.
LEGAL MATTERS
Certain legal matters in connection with the shares of Common Stock
being offered hereby will be passed upon by Nutter, McClennen & Fish, LLP,
Boston, Massachusetts, counsel to the Company. Michael J. Bohnen, an attorney at
Nutter, McClennen & Fish, LLP, is also Assistant Secretary of the Company.
EXPERTS
The consolidated financial statements of the Company for the fiscal
year ended January 31, 1997 and the one-month period ended January 31, 1996 and
combined financial statements of the Company for the year ended December 31,
1995 and for the period from June 24, 1994 (inception) through December 31,
1994, incorporated in this Prospectus by reference to the Company's Current
Report on Form 8-K dated October 6, 1997, have been so incorporated in reliance
on the report of Coopers & Lybrand L.L.P., independent accountants, given upon
the authority of said firm as experts in accounting and auditing.
The combined financial statements of Clinical Studies Ltd. and Clinical
Marketing Ltd. for the fiscal years ended December 31, 1996 and December 31,
1995, incorporated in this Prospectus by reference from the Company's Current
Report on Form 8-K dated October 6, 1997, have been audited by Deloitte & Touche
LLP, independent auditors, as stated in their report, which is incorporated
herein by reference, and have been so incorporated in reliance upon the report
of such firm given upon their authority as experts in accounting and auditing.
-6-
<PAGE>
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
The expenses in connection with the offering to which this Registration
Statement relates, other than commissions, are to be borne by the Company and
are estimated as follows:
Securities and Exchange Commission
Registration Fee...........................................$22,773
Accounting Fees............................................... 5,000
Legal Fees................................................... 10,000
Printing Expenses............................................. 3,000
Miscellaneous Expense..........................................1,227
Total........................................................$42,000
Item 15. 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
II-1
<PAGE>
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 further 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.
Item 16. List of Exhibits
Exhibit No. Exhibit
- ----------- -------
*2.1 Amended and Restated Agreement and Plan of Merger dated as of
July 15, 1997 by and among the Company, Clinical Studies,
PhyMatrix Acquisition I, Inc., a Delaware corporation, Dr.
Michael Rothman, Dr. Walter Brown, Michael T. Heffernan and
Ronald Phillips as Trustee of The Alexander Rothman 1993
Qualified Sub-Chapter S Trust and as Trustee of The Julie
Rothman 1993 Qualified Sub-Chapter S Trust (incorporated
herein by reference to the Company's Form 8-K dated October 6,
1997).
+ 5.1 Opinion of Nutter, McClennen & Fish, LLP
+23.1 Consent of Coopers & Lybrand L.L.P.
+23.2 Consent of Deloitte & Touche LLP
+23.3 Consent of Coopers & Lybrand L.L.P.
+23.4 Consent of Nutter, McClennen & Fish, LLP (included in Exhibit 5.1)
+24.1 Power of Attorney (contained in Page II-4)
- ------------
* Previously filed.
+ Filed herewith.
Item 17. Undertakings
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 foregoing provisions, 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 controlling person of the Registrant
in the successful defense of any action,
II-2
<PAGE>
suit or proceeding) is asserted against 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
Securities Act and will be governed by the final adjudication of such issue.
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. Notwithstanding the foregoing, any increase or decrease in volume of
securities offered (if the total dollar value of securities offered would not
exceed that which was registered) and any deviation from the low or high end of
the estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20% change in the maximum
aggregate offering price set forth in the "Calculation of Registration Fee"
table in the effective registration statement.
(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.
(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; and
(4) 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 Securities Exchange Act of 1934 (and,
where applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Securities Exchange Act of 1934) 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.
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<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
registrant has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, on the 29th day of October
1997.
PHYMATRIX CORP.
By: /s/ Frederick R. Leathers
--------------------------------
Frederick R. Leathers
Chief Financial Officer
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below on this Registration Statement hereby constitutes and appoints
Robert A. Miller, Frederick R. Leathers, Michael J. Bohnen and Alexander S.
Glovsky, and each of them singly, 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 and in his 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-3 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, this
Registration Statement has been signed below by the following persons on behalf
of the registrant and in the capacities and on the dates indicated.
/s/ Abraham D. Gosman October 29, 1997
- -------------------------------------------
Abraham D. Gosman
Chairman of the Board of Directors and
Chief Executive Officer
(Principal Executive Officer)
/s/ Frederick R. Leathers October 29, 1997
- ----------------------------------------------
Frederick R. Leathers
Chief Financial Officer
(Principal Financial and Accounting Officer)
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<PAGE>
/s/ Robert A. Miller October 29, 1997
- -----------------------------------------------
Robert A. Miller
President and Director
/s/ Joseph N. Cassese October 29, 1997
- ----------------------------------------------
Joseph N. Cassese
Director
/s/ David Livingston, M.D. October 29, 1997
- -------------------------------------------
David Livingston, M.D.
Director
/s/ Bruce Rendina October 29, 1997
- -----------------------------------------------
Bruce Rendina
Director
/s/ Stephen E. Ronai, Esq. October 29, 1997
- ---------------------------------------------
Stephen E. Ronai, Esq.
Director
/s/ Hugh L. Carey October 29, 1997
- ---------------------------------------------
Governor Hugh L. Carey
Director
/s/ John Chay October 29, 1997
- -----------------------------------------------
John Chay
Director
/s/ Eric Moskow October 29, 1997
- -----------------------------------------------
Eric Moskow
Director
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<PAGE>
Exhibit No. Exhibit
- ----------- -------
*2.1 Amended and Restated Agreement and Plan of Merger dated as of
July 15, 1997 by and among the Company, Clinical Studies,
PhyMatrix Acquisition I, Inc., a Delaware corporation, Dr.
Michael Rothman, Dr. Walter Brown, Michael T. Heffernan and
Ronald Phillips as Trustee of The Alexander Rothman 1993
Qualified Sub-Chapter S Trust and as Trustee of The Julie
Rothman 1993 Qualified Sub-Chapter S Trust (incorporated
herein by reference to the Company's Form 8-K dated October 6,
1997).
+ 5.1 Opinion of Nutter, McClennen & Fish, LLP
+23.1 Consent of Coopers & Lybrand L.L.P.
+23.2 Consent of Deloitte & Touche LLP
+23.3 Consent of Coopers & Lybrand L.L.P.
+23.4 Consent of Nutter, McClennen & Fish, LLP (included in Exhibit 5.1)
+24.1 Power of Attorney (contained in Page II-4)
- ------------
* Previously filed.
+ Filed herewith.
II-6
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
October 28, 1997
72462-23
PhyMatrix Corp.
777 South Flagler Drive, Suite 1000E
West Palm Beach, FL 33401
Gentlemen:
Reference is made to the Registration Statement on Form S-3 (the
"Registration Statement"), to be filed by PhyMatrix Corp. (the "Company") with
the Securities and Exchange Commission under the Securities Act of 1933, as
amended (the "Securities Act"), relating to the resale of an aggregate of
5,204,305 shares of Common Stock, $.01 par value, of the Company (the
"Shares"). These shares were issued pursuant to the Amended and Restated
Agreement and Plan of Merger dated as of July 15, 1997 (the "Merger Agreement")
by and among the Company, Clinical Studies, Ltd., PhyMatrix Acquisition I, Inc.,
a Delaware corporation, Dr. Michael Rothman, Dr. Walter Brown, Michael T.
Heffernan and Ronald Phillips as Trustee of The Alexander Rothman 1993 Qualified
Sub-Chapter S Trust and as Trustee of The Julie Rothman 1993 Qualified
Sub-Chapter S Trust.
We have acted as counsel for the Company in connection with the
Registration Statement. We have examined original or certified copies of the
Company's Certificate of Incorporation and all amendments thereto and
restatements thereof, the Company's By-Laws, as amended, the corporate records
of the Company to the date hereof, the Merger Agreement, certificates of public
officials and such other certificates, documents, records and materials as we
have deemed necessary in connection with the opinion letter.
Based upon the foregoing, and in reliance upon information from time to
time furnished to us by the Company's officers, directors and agents, we are of
the opinion that the Shares have been duly authorized and are legally issued,
fully paid and non-assessable, and will continue to be so after their sale under
the Registration Statement.
We understand that this opinion letter is to be used in connection with the
Registration Statement. We hereby consent to the filing of this opinion letter
with and as a part of the Registration Statement, and to the reference to our
firm under the heading "Legal Matters" in the Prospectus filed as part thereof.
It is understood that this opinion letter is to be used in connection with the
offering and sale of the Shares only while said Registration Statement, as
amended from time to time, is effective under the Securities Act.
Very truly yours,
/s/ Nutter, McClennen & Fish, LLP
Nutter, McClennen & Fish, LLP
Exhibit 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in Registration Statement
of PhyMatrix Corp. on Form S-3 of our report dated March 13, 1997 except as to
information presented in Note 20, for which the date is April 24, 1997 on our
audits of the consolidated financial statements and financial statement
schedules of PhyMatrix Corp. as of January 31, 1997 and for the year ended
January 31, 1997 and the one month period ended January 31, 1996 and the
combined financial statements of PhyMatrix Corp. as of December 31, 1995 and for
the year ended December 31, 1995 and the period from June 24, 1994 (inception)
to December 31, 1994. We also consent to the reference to our firm under the
caption "Experts".
Coopers & Lybrand L.L.P.
Boston, Massachusetts
October 29, 1997
Exhibit 23.2
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement
of PhyMatrix Corp. on Form S-3 of our report dated May 28, 1997 on the combined
financial statements of Clinical Studies Ltd. and Clinical Marketing Ltd.
appearing in the Current Report of PhyMatrix Corp. on Form 8-K dated October 6,
1997 and to the reference to our firm under the heading "Experts" in the
Prospectus, which is a part of this Registration Statement.
Deloitte & Touche LLP
Boston, Massachusetts
October 29, 1997
Exhibit 23.3
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in Registration Statements on
Form S-3 of PhyMatrix Corp. of our report dated October 20, 1997 on our audits
of the supplemental consolidated financial statements of PhyMatrix Corp. as of
January 31, 1997 and for the year then ended and the supplemental combined
financial statements of PhyMatrix Corp. as of December 31, 1995 and for the
years ended December 31, 1995 and December 31, 1994 appearing in the Current
Report on Form 8-K filed on October 6, 1997.
Coopers & Lybrand L.L.P.
Boston, Massachusetts
October 29, 1997
