<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 6, 1996
REGISTRATION NO. 333-
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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COMPLETE MANAGEMENT, INC.
(Exact Name of Registrant as Specified in its Charter)
<TABLE>
<S> <C> <C>
New York 8742 11-3149119
(State or Other Jurisdiction (Primary Standard Industrial (I.R.S. Employer
of Incorporation or Organization) Classification Code Number) Identification Number)
</TABLE>
254 West 31st Street, New York, New York 10001-2813
(212) 868-1188
(Address, Including Zip Code, and Telephone Number, Including Area Code, of
Registrant's Executive Offices)
--------------
STEVEN M. RABINOVICI
Chairman and Chief Executive Officer
Complete Management, Inc.
254 West 31st Street
New York, New York 10001-2813
(212) 868-1188
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code
of Agent for Service)
--------------
with a copy to:
STEPHEN A. ZELNICK, Esq. ALAN I. ANNEX, Esq.
Morse, Zelnick, Rose & Lander, LLP Camhy Karlinsky & Stein LLP
450 Park Avenue 1740 Broadway, Sixteenth Floor
New York, New York 10022 New York, N.Y. 10019-4315
(212) 838-8040 (212) 977-6600
(212) 838-9190 (FAX) (212) 977-8389 (FAX)
Approximate date of commencement of proposed sale to the public: As soon
as practicable after the Registration Statement becomes effective.
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, check the following box [ ]
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. [X] 333-4262
If this Form is a post-effective amendment filed pursuant to Rule 462(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. [ ]
The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment which specifically states that this
Registration Statement shall thereafter become effective in accordance with
Section 8(a) of the Securities Act of 1933 or until this Registration
Statement shall become effective on such date as the Commission, acting
pursuant to said Section 8(a), may determine.
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<PAGE>
CALCULATION OF REGISTRATION FEE
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Proposed Maximum Proposed Maximum Amount of
Title of Each Class of Amount Being Offering Price Aggregate Offering Registration
Securities to be Registered Registered (1) Per Unit (2) Price (2) Fee
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<S> <C> <C> <C> <C>
% Convertible Subordinated
Debentures due 2003 ............. $5,750,000 100% $5,750,000 $1,982.76
- -----------------------------------------------------------------------------------------------------------------
Common Shares, par value $.001 ... (3) --- --
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Representative's Warrants to
purchase Common Shares .......... (4) (5) (5) (5)
- -----------------------------------------------------------------------------------------------------------------
Common Shares, par value $.001
issuable upon exercise of
Representative's Warrants ....... $35,461(6) $19.32(7) $685,106.52 $236.24
- -----------------------------------------------------------------------------------------------------------------
Total Registration Fee ........... $2,219.00
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</TABLE>
(1) Includes $750,000 principal amount of Debentures which may be sold
pursuant to the Underwriter's over-allotment option.
(2) Estimated solely for the purpose of calculating the registration fee.
(3) Such indeterminate number of Common Shares as may be acquired upon
conversion of the Debentures being registered hereunder, subject to
adjustment pursuant to anti-dilution provisions of the Indenture pursuant
to which such Debentures are issued.
(4) Such indeterminate number of Representative's Warrants as grant to the
Representative a right to buy that number of Common Shares as equal 10%
of the Common Shares issuable upon conversion of the firm commitment
Debentures at the initial conversion price of the Debentures. The initial
conversion price is estimated at $14.10 based, pursuant to Rule 457(c),
on a share price of $11.75, which is not less than the average of the
high and low sales price on June 4, 1996, multiplied by the minimum
proposed conversion price of 120% of the closing market price of the
Common Shares on the effective date of the offering.
(5) No fee is required pursuant to Rule 457(g).
(6) The number of Common shares is calculated as set forth in item (4) above.
(7) Price per share equals 165% of the estimated closing price of the Common
Shares on the effective date of the offering. Such closing price is
estimated pursuant to Rule 457(c) at $19.32 (i.e. 165% of a share price
of $11.75, which is not less than the average of the high and low sales
price on June 4, 1996).
<PAGE>
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The information in the Registration Statement filed by Complete
Management, Inc. with the Securities and Exchange Commission (the
"Commission") (File No. 333-4262) pursuant to the Securities Act of 1933, as
amended, is incorporated by reference into this Registraiton Statement.
<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 in the City, County
and State of New York on June 5, 1996.
COMPLETE MANAGEMENT, INC.
by: /s/ STEVEN M. RABINOVICI
-----------------------------
Steven M. Rabinovici,
Chairman of the Board and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below on June 5, 1996 by the
following persons in the capacities indicated and each of the undersigned
persons, in any capacity, hereby severally constitutes Steven Rabinovici,
David Jacaruso and Stephen A. Zelnick, and each of them singularly, his true
and lawful attorney with full power to them and each of them to sign for him
and in his name and in the capacity indicated below, this Registration
Statement and any and all amendments thereto.
<TABLE>
<CAPTION>
Signature Title
---------------------------- ------------------------------------------------------- --------
<S> <C> <C>
/s/ STEVEN M. RABINOVICI Chairman of the Board and Chief Executive Officer
---------------------------
Steven M. Rabinovici
/s/ JOSEPH M. SCOTTI Vice President, Chief Financial Officer, Treasurer, Secretary
--------------------------- and Director
Joseph M. Scotti
/s/ DAVID JACARUSO Director
---------------------------
David Jacaruso
/s/ DENNIS SHIELDS Director
- ---------------------------
Dennis Shields
/s/ RICHARD DEMAIO Director
- ---------------------------
Richard DeMaio
/s/ JACK SCHWARTZBERG Director
- ---------------------------
Jack Schwartzberg
/s/ STEVE COHN Director
- ---------------------------
Steve Cohn
</TABLE>
II-7
<PAGE>
INDEX TO EXHIBITS
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<CAPTION>
Exhibit No. Description of Exhibit Page No.
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<S> <C> <C>
5.1 Opinion of Morse, Zelnick, Rose & Lander, LLP
23.1 Consent of Arthur Andersen LLP
23.2 Consents of Ernst & Young LLP
24.1 Consent of Morse, Zelnick, Rose & Lander, LLP (included in Exhibit 5.1)
</TABLE>
<PAGE>
MORSE, ZELNICK, ROSE & LANDER
A LIMITED LIABILITY PARTNERSHIP
450 PARK AVENUE
NEW YORK, NEW YORK 10022-2605
212-836-1177
FAX -- 212-836-9190
June 5, 1996
WRITER'S DIRECT LINE
(212) 838-8040
Complete Management, Inc.
245 West 31st Street
New York, NY 10001
Dear Sirs:
We have acted as counsel to Complete Management, Inc., a New York
corporation (the "Company"), in connection with the preparation of a
registration statement on Form S-1 (the "Registration Statement") filed with
the Securities and Exchange Commission under the Securities Act of 1933, as
amended (the "Act") in accordance with the provisions of Rule 462 (b), to
register the offering by the Company of (a) $5,000,000 face amount of
Convertible Subordinated Debentures due 2003 (the "Debentures") (and the
offering of an additional $750,000 face amount of Debentures if the
over-allotment option is exercised in full), (b) Common Shares to be issued
upon conversion of the Debentures, (c) Representative's Warrants to purchase
Common Shares (the "Warrants"), and (d) Common Shares underlying the
Warrants.
In this regard, we have reviewed the Certificate of Incorporation of the
Company, as amended, the Company's By-laws, resolutions adopted by the
Company's Board of Directors, the Registration Statement, the proposed form
of the Warrants, the proposed form of Trust Indenture, the other exhibits to
the Registration Statement and such other records, documents, statutes and
decisions as we have deemed relevant in rendering this opinion. Based upon
the foregoing, we are of the opinion that:
Each Debenture being offered, the Common Shares to be issued upon
conversion of the Debentures, the Warrants, and the Common Shares underlying
the Warrants have been duly and validly authorized for issuance and when
issued as contemplated by the Registration Statement, including Common Shares
which may be issued upon conversion of the Debentures or upon exercise of the
Warrants, will be legally issued, fully paid and non- assessable.
We hereby consent to the use of this opinion as Exhibit 5.1 to the
Registration Statement. In giving such opinion, we do not thereby admit that
we are acting within the category of persons whose consent is required under
Section 7 of the Act or the rules or regulations of the Securities and
Exchange Commission thereunder. Members of this firm or their affiliates own
an aggregate of 116,194 Common Shares of the Company.
Very truly yours,
MORSE, ZELNICK, ROSE & LANDER, LLP
<PAGE>
CONSENT OF INDEPENDENT PUBLIC AUDITORS
We consent to the incorporation by reference in the Registration Statement
(Form S-1) of Complete Management, Inc. for the registration of $5,750,000 of
convertible senior subordinated debentures due 2003, of the reference to our
firm under the captions "Experts" and "Selected Financial Data" in the
Registration Statement (Amendment No. 1 to Form S-1 No. 333-4262) and related
Prospectus of Complete Management, Inc., and to the incorporation by
reference therein of our reports dated March 26, 1996 and April 26, 1996 with
respect to the financial statements of Complete Management, Inc. and Medical
Management, Inc., respectively, included in the Registration Statement
(Amendment No. 1 to Form S-1 No. 333-4262) and related Prospectus of Complete
Management, Inc.
ARTHUR ANDERSEN LLP
New York, New York
June 5, 1996
<PAGE>
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement
(Form S-1) of Complete Management, Inc. for the registration of $5,750,000 of
convertible senior subordinated debentures due 2003, of the reference to our
firm under the captions "Experts" and "Selected Financial Data" in the
Registration Statement (Amendment No. 1 to Form S-1 No. 333-4262) and related
Prospectus of Complete Management, Inc., and to the incorporation by
reference therein of our report dated March 21, 1995, except for paragraph 3
of Note 4 and paragraph 2 of Note 13, as to which the date is April 17, 1995,
with respect to the financial statements of Medical Management, Inc. included
in the Registration Statement (Amendment No. 1 to Form S-1 No. 333-4262) and
related Prospectus of Complete Management, Inc.
ERNST & YOUNG LLP
New York, New York
June 5, 1996
