This document contains 10 pages. The exhibit index is located on page 6.
As filed with the Securities and Exchange Commission on December 1, 1997
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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, Suite 1000E
West Palm Beach, Florida 33401
(Address of principal executive offices)
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1995 EQUITY INCENTIVE PLAN
(Full title of plan)
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Abraham D. Gosman Copy to:
PhyMatrix Corp.
777 South Flagler Drive Michael J. Bohnen, Esq.
West Palm Beach, Florida 33401 Nutter, McClennen & Fish, LLP
(561) 655-3500 One International Place
(Name, address and telephone Boston, Massachusetts 02110-2699
number of agent for service) (617) 439-2000
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed Proposed
maximum maximum
Title of each class of securities to Amount being offering price aggregate offering Amount of
be registered registered (1) per share price registration fee
<S> <C> <C> <C> <C>
Common Stock,
$.01 par value per share 1,260,000 Shares $ (2) $ 19,443,000.00
840,000 Shares (3) 12,390,000.00
TOTAL 2,100,000 Shares $ 31,833,000.00 $9,390.74
</TABLE>
(1) This Registration Statement covers an aggregate of 2,100,000 shares of
Common Stock which may be issued under the Company's 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 dividend, stock split or other
recapitalization.
(2) Calculated pursuant to Rule 457(h) under the Securities Act of 1933, as
amended, based upon the exercise price of the options granted pursuant to
the Plan.
(3) Calculated pursuant to Rule 457(h) under the Securities Act of 1933 based
upon the average of the high and low prices per share of the Common Stock
as reported on the Nasdaq National Market on November 28, 1997.
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<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Statement Pursuant to Instruction E of Form S-8
On May 16, 1996, PhyMatrix Corp., a Delaware corporation (the
"Company"), filed with the Securities and Exchange Commission (the "Commission")
a Registration Statement on Form S-8, file no. 333-03853 (the "Registration
Statement on Form S-8"), concerning the registration of shares of the Company's
common stock, par value $.01 per share, issuable pursuant to the Company's 1995
Equity Incentive Plan. The contents of the Registration Statement on Form S-8
are hereby incorporated by reference herein.
Item 3. Incorporation of Documents by Reference.
In addition to the foregoing, the Company hereby incorporates by
reference in this Registration Statement the following documents and information
heretofore filed with the Commission:
(a) The Company's 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;
(b) The Company's Quarterly Reports on Form 10-Q for the fiscal
quarters ended April 30, 1997 and July 31, 1997;
(c) The Company's Current Reports on Form 8-K dated October 6, 1997 and
October 27, 1997, respectively; and
(d) The description of the Company's 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 documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended
(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.
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<PAGE>
The Company hereby undertakes to provide without charge to each person
to whom a copy of this Registration Statement has been delivered, upon written
or oral request of such person, a copy of any or all of the foregoing documents
incorporated herein by reference (other than exhibits to such documents, unless
such exhibits are specifically incorporated by reference into such documents).
Requests for such documents should be made to the attention of Investor
Relations, PhyMatrix Corp., 197 First Avenue, Needham, Massachusetts 02194 or by
telephone at (617) 433-1159.
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, Esquire, a
partner of Nutter, McClennen & Fish, LLP, is an Assistant Secretary of the
Company.
Item 7. Exemption from Registration Claimed
Not applicable.
Item 8. Exhibits
See the exhibit index immediately preceeding the exhibits attached
hereto.
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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, on the 1st day of December 1997.
PHYMATRIX CORP.
By: /s/ Frederick R. Leathers
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Frederick R. Leathers
Chief Financial Officer
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 December 1, 1997
- --------------------------------------
Abraham D. Gosman
Chairman of the Board of Directors and
Chief Executive Officer
(Principal Executive Officer)
/s/ Frederick R. Leathers December 1, 1997
- --------------------------------------
Frederick R. Leathers
Chief Financial Officer
(Principal Financial and Accounting Officer)
/s/ Robert A. Miller December 1, 1997
- --------------------------------------
Robert A. Miller
Director
/s/ Joseph N. Cassese December 1, 1997
- --------------------------------------
Joseph N. Cassese
Director
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<PAGE>
/s/ David Livingston December 1, 1997
- --------------------------------------
David M. Livingston, M.D.
Director
/s/ Bruce A. Rendina December 1, 1997
- --------------------------------------
Bruce A. Rendina
Director
/s/ Stephen E. Ronai December 1, 1997
- --------------------------------------
Stephen E. Ronai, Esq.
Director
/s/ Hugh L. Carey December 1, 1997
- --------------------------------------
Governor Hugh L. Carey
Director
/s/ John Theodore Chay December 1, 1997
- --------------------------------------
John Theodore Chay
Director
/s/ Eric Moskow December 1, 1997
- --------------------------------------
Eric Moskow
Director
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<PAGE>
EXHIBIT INDEX
Exhibit No. Title Page
Exhibit 5 Opinion of Nutter, McClennen & Fish, LLP 7
Exhibit 10 1995 Equity Incentive Plan, as amended to date
(incorporated by reference to the Company's
Proxy Statement filed with the Commission on
August 11, 1997) --
Exhibit 23.1 Consent of Nutter, McClennen & Fish, LLP Contained
in Exhibit 5
Exhibit 23.2 Consent of Coopers & Lybrand L.L.P. 8
Exhibit 23.3 Consent of Coopers & Lybrand L.L.P. 9
Exhibit 23.4 Consent of Deloitte & Touche LLP 10
-6-
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
December 1, 1997
PhyMatrix Corp.
777 South Flagler Drive
West Palm Beach, FL 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
2,100,000 shares of the Company's Common Stock, $0.01 par value per share (the
"Common Stock"), issuable pursuant to the Company's 1995 Equity Incentive Plan,
as amended to date (the "Plan"), and an indeterminate number of shares of such
Common Stock which may be issued or become issuable under the 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
amendment to the Plan, are familiar with the Company's Amended and Restated
Certificate of Incorporation and By-Laws, both as amended to date, 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 Plan,
the 2,100,000 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 Plan by reason of stock dividends, stock splits or other
recapitalizations hereafter executed, if and when issued in accordance with the
terms of the Plan and upon compliance with the applicable provisions of law and
of the Company's Restated Certificate of Incorporation and By-Laws, both as
amended to date, 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/MJB/ADA
Exhibit 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the Registration
Statement of PhyMatrix Corp. on Form S-8 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 schedule of PhyMatrix Corp. as of January 31, 1997 and January 31,
1996 and for the year ended January 31, 1997 and for 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 for the period
ended June 24, 1994 (inception) to December 31, 1994 appearing in the Current
Report of PhyMatrix Corp. on Form 8-K dated October 6, 1997.
Coopers & Lybrand L.L.P.
Boston, Massachusetts
November 25, 1997
Exhibit 23.3
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this Registration
Statement of PhyMatrix Corp. on Form S-8 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 ended January 31, 1997 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 of PhyMatrix Corp. on Form 8-K dated October 6, 1997.
Coopers & Lybrand L.L.P.
Boston, Massachusetts
November 25, 1997
Exhibit 23.4
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration
Statement of PhyMatrix Corp. on Form S-8 of our report dated May 28, 1997
(relating to the combined financial statements of Clinical Studies Ltd. and
Clinical Marketing Ltd. for the fiscal years ended December 31, 1996 and 1995)
appearing in the Current Report of PhyMatrix Corp. on Form 8-K dated October 6,
1997.
DELOITTE & TOUCHE LLP
Boston, Massachusetts
November 24, 1997
