<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 9, 1997.
REGISTRATION NO. 333-08553
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------
POST-EFFECTIVE AMENDMENT NO. 3
TO
FORM S-1
REGISTRATION STATEMENT ON FORM S-3
UNDER
THE SECURITIES ACT OF 1933
----------------
IMPATH Inc.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
----------------
DELAWARE 8071 13-3459685
(STATE OR OTHER (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER
JURISDICTION OF CLASSIFICATION CODE NUMBER) IDENTIFICATION NUMBER)
INCORPORATION OR
ORGANIZATION)
1010 THIRD AVENUE, SUITE 302
NEW YORK, NEW YORK 10021
(212) 702-8300
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
----------------
ANU D. SAAD, PH.D.
PRESIDENT AND
CHIEF EXECUTIVE OFFICER
IMPATH INC.
1010 THIRD AVENUE, SUITE 302
NEW YORK, NEW YORK 10021
(212) 702-8300
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENT FOR SERVICE)
COPY TO:
ANDREW J. BECK, ESQ.
HAYTHE & CURLEY
237 PARK AVENUE
NEW YORK, NEW YORK 10017
(212) 880-6000
----------------
Approximate date of commencement of proposed sale to the public: As soon as
practicable after this 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. [X]
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=================================================================================================
Proposed
Proposed maximum
maximum aggregate Amount of
Title of each class of Amount to be offering price offering registration
securities to be registered registered(2)(3) per share(1) price(1) fee(3)
- -------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, ($.005 par
value)...................... 1,929,630 shares $16.00 $30,870,080 $9,356
=================================================================================================
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee in
accordance with Rules 429 and 457(c) under the Securities Act of 1933 based
on the average high and low prices on July 16, 1996.
(2) Including 42,529 shares issuable upon the exercise of currently outstanding
warrants.
(3) All 1,929,630 shares are being carried forward from the Registration
Statement on Form S-1 (No. 333-08553) filed by the registrant on August 20,
1996. The registrant paid a registration fee of $11,637 at the time of such
filing.
The registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the registrant
shall file a further amendment which specifically states that this
Registration Statement shall thereafter become effective in accordance with
Section 8(a) of the Securities Act of 1933 or until this Registration
Statement shall become effective on such date as the Commission, acting
pursuant to said Section 8(a), may determine.
EXPLANATORY NOTE
----------------
This post-effective amendment is intended, pursuant to Rule 429 of the
Securities and Exchange Commission, to constitute Post-Effective Amendment No.3
to Registration Statement No. 333-08553.
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
<PAGE>
PROSPECTUS
1,929,630 SHARES
[LOGO](TM) IMPATH(R)
The Cancer Information Company
COMMON STOCK
($.005 PAR VALUE)
The 1,929,630 shares of Common Stock, $.005 par value (the "Common Stock"), of
IMPATH Inc. (the "Company") offered hereby may be sold from time to time by
certain security holders of the Company (the "Selling Stockholders"). See
"Selling Stockholders." Of such shares, 42,529 are issuable upon the
conversion of currently outstanding warrants held by certain of the Selling
Stockholders.
The Company will not receive any proceeds from the sale of the shares offered
hereby by the Selling Stockholders, except that it will receive $148,852 upon
the exercise of the warrants. All expenses incurred in connection with this
offering are being borne by the Company, other than any commissions or
discounts paid or allowed by the Selling Stockholders to underwriters,
dealers, brokers or agents.
The Selling Stockholders have not advised the Company of any specific plans
for the distribution of the shares offered hereby, but it is anticipated that
the shares may be sold from time to time in transactions (which may include
block transactions) on the Nasdaq National Market at the market prices then
prevailing. Sales of the shares offered hereby may also be made through
negotiated transactions or otherwise. The Selling Stockholders and the brokers
and dealers through which the sales of the shares offered hereby may be made
may be deemed to be "underwriters" within the meaning of the Securities Act of
1933, as amended (the "Securities Act"), and their commissions and discounts
and other compensation may be regarded as underwriters' compensation. See
"Plan of Distribution."
The Common Stock is included in the Nasdaq National Market under the symbol
"IMPH."
SEE "RISK FACTORS" ON PAGE 3 FOR A DISCUSSION OF CERTAIN FACTORS THAT SHOULD
BE CONSIDERED BY PROSPECTIVE INVESTORS IN THE COMMON STOCK OFFERED HEREBY.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.
The date of this Prospectus is May 9, 1997.
<PAGE>
ADDITIONAL INFORMATION
The Company has filed with the Securities and Exchange Commission (the
"Commission"), Washington, D.C., a Registration Statement on Form S-3 under
the Securities Act with respect to the shares of Common Stock offered hereby
(the "Registration Statement"). This Prospectus does not contain all of the
information set forth in the Registration Statement and the exhibits thereto.
For further information pertaining to the Company and the shares of Common
Stock offered hereby, reference is made to such Registration Statement,
including the exhibits filed therewith. All of these documents may be
inspected without charge at the principal office of the Commission at
Judiciary Plaza, 450 Fifth Street, N.W., Room 1024, Washington, D.C. 20549 and
at its regional offices located at Seven World Trade Center, New York, New
York 10048 and Northwestern Atrium Center, 500 West Madison Street, Suite
1400, Chicago, Illinois 60661, and copies may be obtained by mail from the
Commission at its principal office at prescribed rates. The Commission also
maintains a Web site that contains the Registration Statement and the exhibits
thereto at http://www.sec.gov. The statements contained in this Prospectus
concerning any contract or document are not necessarily complete; where such
contract or other document is an exhibit to the Registration Statement, each
such statement is qualified in all respects by the provisions of such exhibit.
----------------
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934 (the "Exchange Act") and in accordance therewith files
reports, proxy and information statements and other information with the
Commission. Such reports, proxy and information statements and other
information can be inspected and copied at the public reference facilities
maintained by the Commission at Judiciary Plaza, 450 Fifth Street, N.W., Room
1024, Washington, D.C. 20549, and at the Commission's regional offices at
Seven World Trade Center, New York, New York 10048 and Northwestern Atrium
Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661, and
copies of such materials may be obtained from the Public Reference Section of
the Commission at Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C.
20549 at prescribed rates. The Commission also maintains a Web site that
contains reports, proxy and information statements and other information
regarding the Company at http://www.sec.gov. The Common Stock of the Company
is traded on the Nasdaq National Market and, in accordance therewith, the
Company files reports, proxy statements and other information with The Nasdaq
Stock Market, Inc. Such reports, proxy statements and information can be
inspected at the offices of The Nasdaq Stock Market, Inc. at 1735 K Street,
N.W., Washington, D.C. 20006.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The Company's Annual Report on Form 10-K for the year ended December 31,
1996, as amended, which has been filed by the Company with the Commission
pursuant to the Exchange Act and the description of the Common Stock contained
in the Company's Registration Statement on Form S-1 (Registration No. 033-
98916), as amended on July 31, 1996, are incorporated by reference in this
Prospectus.
In addition, all documents filed by the Company pursuant to Section 13(a),
13(c), 14 or 15(d) of the Exchange Act subsequent to the date of this
Prospectus and prior to the termination of the offering of the Common Stock
shall be deemed to be incorporated herein by reference and to be a part hereof
from the date of filing of such documents.
The Company hereby undertakes to provide without charge to each person to
whom a copy of this Prospectus is delivered, upon the written or oral request
of any such person, a copy of any of the above documents. Such requests should
be addressed to the Director of Investor Relations, IMPATH Inc., 1010 Third
Avenue, New York, New York 10021 (Telephone: 212-702-8300).
2
<PAGE>
RISK FACTORS
Prospective investors should consider carefully the factors set forth below
together with the other information contained in this Prospectus before making
a decision to purchase the Common Stock.
RISKS ASSOCIATED WITH DEVELOPMENT STRATEGY
The Company's strategy is to become the leading provider of a broad range of
cancer management information, including diagnostic and prognostic analyses.
To date, the Company's business has consisted primarily of providing patient-
specific diagnostic and prognostic information based on the testing of tissue
specimens and the customized analysis of test results. The Company's strategy
includes incorporating evolving technologies into cancer management,
establishing a database focused on outcomes designed to optimize cancer
management, establishing strategic partnerships and joint ventures, developing
managed care relationships and expanding into new geographic areas. Some of
the services proposed to be offered by the Company, particularly the outcomes-
oriented enhancements to its database, have not been fully developed and will
require significant additional development prior to commercialization, which
further development and commercialization may never occur. The Company may
encounter problems and delays related to establishing strategic partnerships
and joint ventures, the continued development and expansion of its database or
the expansion of sales and marketing, and the failure to address such problems
and delays successfully could have a material adverse effect on the Company's
business and prospects. Moreover, the Company intends to pursue strategic
acquisitions if such acquisitions further aspects of the Company's strategy
outlined above. To the extent that the Company's strategy is dependent upon
acquisitions, there can be no assurance that suitable acquisition candidates
will be identified by the Company in the future, that, if required, suitable
financing for any such acquisitions can be obtained by the Company, or that
any such acquisitions will occur. If the Company successfully completes a
strategic acquisition or acquisitions, the financial performance of the
Company will be subject to various risks associated with the acquisition of
businesses, including the financial impact of expenses associated with the
integration of such businesses. There can be no assurance that such
acquisitions will not have an adverse effect on the business operations or
profitability of the Company.
ACCESS TO NEW TECHNOLOGIES; LACK OF PROPRIETARY TECHNOLOGY
To date, the Company has not engaged in the development or patenting of its
own technologies for use in the analytical services it provides, and access to
new technologies developed by third parties has been an important element in
the Company's current business as well as the Company's long-term strategy. If
the Company's access to critical technologies were substantially diminished,
the Company's business could be adversely affected.
In addition, the Company currently relies on certain technologies which are
not patentable or proprietary and are therefore available to the Company's
competitors. Furthermore, the Company relies on certain proprietary trade
secrets and know-how, which are not patentable. Although the Company has taken
steps to protect its unpatented trade secrets and know-how, in part through
the use of confidentiality agreements with its employees, there can be no
assurance that these agreements will not be breached, that the Company would
have adequate remedies for any breach or that the Company's trade secrets will
not otherwise become known or be independently developed or discovered by
competitors. If the Company's trade secrets become known or are independently
developed or discovered by competitors, it could have a material adverse
effect on the Company.
RISKS ASSOCIATED WITH ESTABLISHING JOINT VENTURES
The Company plans to pursue strategic partnerships and joint ventures with
oncology networks, hospital groups, managed care companies and pharmaceutical
companies, primarily for the purposes of expanding IMPATH's diagnostic and
prognostic database, participating in the
3
<PAGE>
development of new cancer therapies and demonstrating to the medical community
the importance of the services provided by IMPATH. There can be no assurance
that the Company will be able to negotiate acceptable partnership or joint
venture arrangements or that such arrangements will be successful or that
potential partners will not pursue alternative means of developing treatments
for cancer. No assurance can be given that the Company's joint venture
partners will be able to obtain regulatory approval for any new treatments,
that any such new treatments if so approved will be commercialized
successfully or that the Company will realize any revenues in connection with
such arrangements. Although the Company believes that other parties to joint
ventures generally have an economic motivation to perform their contractual
responsibilities, their devotion of resources to such activities will not be
within the control of the Company. Depending on the Company's obligations in
such joint ventures, the termination or cancellation of such arrangements
could also adversely affect the Company's financial condition and results of
operations.
REIMBURSEMENT
The Company typically bills third party payors, such as private insurance
plans, managed care plans and governmental programs (i.e., Medicare) as well
as hospitals, for its services. These third party payors are increasingly
negotiating prices with the goal of lowering reimbursement rates. The Company
expects these pricing pressures to cause reduced pricing on average for tests
in future periods.
In 1994, 1995 and 1996, approximately 22%, 24% and 25%, respectively, of the
Company's net revenues for diagnostic and prognostic services were derived
from analyses performed for beneficiaries under the Medicare program. The
Company accepts Medicare reimbursement as payment in full for its services,
subject to applicable copayments and deductibles. Medicare may retroactively
audit and review its payments to the Company, and may determine that certain
payments for services must be repaid. Significant disapprovals of payment for
any of the Company's services by various carriers, including Medicare and
private insurance and managed care, reductions or delays in the establishment
of reimbursement rates, and carrier limitations on the coverage of the
Company's services could have a material adverse effect on the Company's
future revenues. The services furnished by the Company are characterized for
the purposes of the Medicare program as physician pathology services.
Any future changes in government and other third-party payor reimbursement
which may come about as a result of enactment of health care reform or of
deficit-reduction legislation also likely will continue the downward pressure
on prices, and make the market for cancer analytical services more
competitive. Because of the uncertainties about the nature, content and timing
of any reform initiative, the Company currently is unable to predict the
ultimate impact thereof on the Company.
COMPETITION
The Company provides services in a segment of the health care industry that
is highly fragmented and extremely competitive. The Company's actual or
potential competitors include large university or teaching hospitals; large
clinical laboratories that have substantially greater financial, marketing,
logistical and laboratory resources than the Company; special purpose clinical
laboratories that have limited test offerings and a highly focused product and
marketing strategy; and the Company's customers or potential customers who may
choose to perform services similar to those performed by the Company. It is
anticipated that competition will continue to increase due to such factors as
the perceived potential for commercial applications of biotechnology and the
continued availability of investment capital and government funding for
cancer-related research. There can be no assurance that competition in
existing or new markets will not have a material adverse effect on the
Company's operating results. Changes in the regulatory environment in which
the Company operates could also affect the basis for competition and could
thereby have a material adverse effect on the Company's operating results.
4
<PAGE>
DEPENDENCE ON KEY MANAGEMENT AND QUALIFIED PERSONNEL
The Company is dependent upon the efforts of its senior management and
medical professionals. The loss of the services of one or more members of its
senior management or one or more medical professionals could impede the
achievement of the Company's development objectives. In addition, the
Company's growth strategy will require additional skill and expertise, the
addition of new management personnel and the development of additional
expertise by existing management personnel. The loss of, or failure to
recruit, scientific, technical and managerial personnel could have a material
adverse effect on the Company.
REGULATORY MATTERS
As a provider of health care related services, the Company is subject to
extensive and frequently changing federal, state and local regulations
governing licensure, billing, financial relationships, referrals, conduct of
operations, purchase of existing businesses, cost-containment, direct
employment of licensed professionals by business corporations and other
aspects of the Company's business relationships. Federal and state
certification and licensure programs establish standards for the day-to-day
operation of facilities such as the Company's. Compliance with such standards
is verified by periodic inspections and requires participation in proficiency
testing programs. No assurances can be given that the Company's facilities
will pass all future inspections conducted to ensure compliance with federal
or any other applicable licensure or certification laws.
Existing federal laws governing Medicare, as well as some state laws,
regulate certain aspects of the relationship between health care providers,
including the Company, and their referral sources, including physicians,
hospitals and other facilities. The Social Security Act, and the anti-kickback
and self-referral rules thereunder, prohibit providers and others from
soliciting, offering, receiving or paying, directly or indirectly, any
remuneration in return for either making a referral for a Medicare-covered
service or item or ordering any such covered service or item and prohibit
physicians, subject to certain exceptions, from making such referrals to
certain entities in which they have an investment interest or with which they
have a compensation arrangement. Violation of these prohibitions is punishable
by disallowance of submitted claims, civil monetary and criminal penalties and
exclusion from the Medicare and other federally financed programs.
The laws of many states prohibit physicians from sharing professional fees
with non-physicians and prohibit non-physician entities, such as the Company,
from practicing medicine (including pathology) and from employing physicians
to practice medicine (including pathology). The Company believes its current
and planned activities do not constitute fee-splitting or violate any
prohibition against the corporate practice of medicine. However, there can be
no assurance that future interpretations of such laws will not require
structural or organizational modifications of the Company's existing business.
RISK OF LIABILITY; ADEQUACY OF INSURANCE COVERAGE
The marketing and sale of health care services could expose the Company to
the risk of certain types of litigation, including medical malpractice.
Damages assessed in connection with, and the costs of defending, any legal
action could be substantial. Although the Company is presently covered by
general liability insurance in the amount of $6,000,000 per occurrence and
$7,000,000 in the aggregate and has obtained professional liability insurance
in the amount of $1,000,000 per occurrence and $3,000,000 in the aggregate for
the Company's Medical Directors and other individuals who practice medicine,
there can be no assurance that insurance coverage will provide sufficient
funds to satisfy any judgments which, in the future, may be entered against
the Company or that liability insurance in such amounts will be available or
affordable in the future. In addition, there can be no assurance that all of
the activities encompassed within the Company's business are
5
<PAGE>
covered under the Company's policies. The Company's liability insurance covers
claims relating to the handling and disposal of medical specimens and
infectious and hazardous waste, except in the event of malfeasance or fraud by
the Company. Furthermore, there can be no assurance that the Company will have
other resources sufficient to satisfy any liability or litigation expenses
that may result from any uninsured or underinsured claims. Moreover, although
the Company maintains personal property and business interruption insurance
and has taken what it believes to be adequate safeguards, the catastrophic
loss of the Company's tissue library could have a material adverse effect on
the continued development of its database in a manner which would not be fully
compensated by insurance.
CONTROL BY SELLING STOCKHOLDERS; ANTI-TAKEOVER MEASURES
The Selling Stockholders in the aggregate beneficially own approximately
39.5% of the Company's outstanding shares of Common Stock. See "Selling
Stockholders." As a result, these stockholders, acting together, would be able
to control many matters requiring approval by the stockholders of the Company,
including the election of directors. The Company's certificate of
incorporation authorizes the Company to issue Preferred Stock, the terms of
which may be fixed by the Board of Directors. No shares of Preferred Stock are
currently outstanding. Such provisions could have the effect of delaying,
deferring or preventing a change of control of the Company.
POSSIBLE VOLATILITY OF STOCK PRICE
There has been a history of significant volatility in the market prices for
shares of companies engaged in the health care and biotechnology fields, and
it may be expected that the market price of the shares of Common Stock offered
hereby may be highly volatile. Factors such as fluctuations in the Company's
quarterly revenues and operating results, announcements of technological
innovations or new analytical services by the Company and its competitors, and
changes in third party reimbursement and governmental regulation may have a
significant effect on the market price of the Common Stock.
DIVIDENDS
The Company does not currently pay dividends on its Common Stock and does
not anticipate paying any dividends in the foreseeable future. It is
anticipated that the terms of any future debt financings may restrict the
payment of dividends.
6
<PAGE>
SELLING STOCKHOLDERS
The following table sets forth certain information regarding beneficial
ownership of the Common Stock as of April 1, 1997, and after giving effect to
the Offering, by each of the Selling Stockholders. Except as otherwise
indicated, the persons named in the table have sole voting and investment
power with respect to all shares beneficially owned, subject to community
property laws where applicable.
<TABLE>
<CAPTION>
ASSUMING SALE OF ALL SHARES
PRIOR TO OFFERING SUBJECT TO THE OFFERING
----------------------- MAXIMUM --------------------------------
NUMBER OF NUMBER OF NUMBER OF
NAME AND ADDRESS OF SHARES PERCENTAGE OF SHARES SHARES PERCENTAGE OF
BENEFICIAL OWNER HELD(1) OWNERSHIP(1) OFFERED HELD(1) OWNERSHIP(1)
------------------- --------- ------------- --------- ------------- ---------------
<S> <C> <C> <C> <C> <C>
Salomon Brothers Holding
Company, Inc.(2)....... 646,191 12.3% 646,191 0 0
c/o Salomon Brothers
Inc
7 World Trade Center
New York, New York
10048
Cross Atlantic Partners
K/S(3)................. 256,475 4.8 256,475 0 0
c/o Hambro American
Biosciences
650 Madison Avenue
New York, New York
10022
Middlewest Ventures, II,
L.P.(4)................ 100,000 1.9 100,000 0 0
333 West Wacker Drive
Suite 731
Chicago, Illinois 60606
Middlewest Ventures, I,
L.P. .................. 5,451 * 5,451 0 0
333 West Wacker Drive
Suite 731
Chicago, Illinois 60606
The Ford Foundation..... 78,743 1.5 78,743 0 0
320 East 43rd Street
New York, New York
10017
Anthem Insurance
Companies, Inc. ....... 53,660 1.0 53,660 0 0
120 Monument Circle,
M3SE
Indianapolis, Indiana
46204
Allstate Insurance
Company................ 42,885 * 42,885 0 0
South Plaza
3075 Sanders Road,
Suite G5D
Northbrook, Illinois
60062
Middlewest Management
Company, L.P. ......... 20,436 * 20,436 0 0
201 N. Illinois Street
Suite 2240
Indianapolis, Indiana
46204
Kansas Public Employees
Retirement System...... 11,959 * 11,959 0 0
400 SW 8th Avenue
Suite 200
Topeka, Kansas 66603
</TABLE>
7
<PAGE>
<TABLE>
<CAPTION>
ASSUMING SALE OF ALL SHARES
PRIOR TO OFFERING SUBJECT TO THE OFFERING
----------------------- MAXIMUM --------------------------------
NUMBER OF NUMBER OF NUMBER OF
NAME AND ADDRESS OF SHARES PERCENTAGE OF SHARES SHARES PERCENTAGE OF
BENEFICIAL OWNER HELD(1) OWNERSHIP(1) OFFERED HELD(1) OWNERSHIP(1)
------------------- --------- ------------- --------- ------------- ---------------
<S> <C> <C> <C> <C> <C>
United Presidential Life
Insurance Company...... 11,222 * 11,222 0 0
One Presidential
Parkway
Kokomo, Indiana 46902
DePauw University....... 10,661 * 10,661 0 0
317 South Locust
Greencastle, Indiana
46135
UFCW International
Union-Industry Pension
Fund................... 9,567 * 9,567 0 0
c/o Burnhan, Sullivan &
Andelbrodt
100 S. Wacker
Suite 2100
Chicago, Illinois 60606
The John A. Hartford
Foundation, Inc........ 9,567 * 9,567 0 0
55 East 59th Street
New York, New York
10022
NBD Bank, N.A........... 9,566 * 9,566 0 0
One Indiana Square
Suite 1029
Indianapolis, Indiana
46266
IBM Retirement Funds.... 9,566 * 9,566 0 0
International Business
Machines Corp.
3001 Summer Street
Stamford, Connecticut
06905
Travelers Indemnity..... 7,399 * 7,399 0 0
c/o The Travelers
Companies
One Tower Square
Hartford, Connecticut
06105
Jeffrey Stoops.......... 6,439 * 6,439 0 0
4125 Waterbrook Way
Greenwood, Indiana
46143
Indianapolis Museum of
Art.................... 6,439 * 6,439 0 0
1200 West 38th Street
Indianapolis, Indiana
46208
Dana A. Miller.......... 5,250 * 5,250 0 0
c/o Biomet, Inc.
Airport Industrial Park
P.O. Box 587
Warsaw, Indiana 46581
Franklin Life Insurance
Company................ 4,784 * 4,784 0 0
c/o American General
Corporation
P.O. Box 3247
2929 Allen Parkway,
A37-01
Houston, Texas 77019
</TABLE>
8
<PAGE>
<TABLE>
<CAPTION>
ASSUMING SALE OF ALL SHARES
PRIOR TO OFFERING SUBJECT TO THE OFFERING
----------------------- MAXIMUM --------------------------------
NUMBER OF NUMBER OF NUMBER OF
NAME AND ADDRESS OF SHARES PERCENTAGE OF SHARES SHARES PERCENTAGE OF
BENEFICIAL OWNER HELD(1) OWNERSHIP(1) OFFERED HELD(1) OWNERSHIP(1)
------------------- --------- ------------- --------- ------------- ---------------
<S> <C> <C> <C> <C> <C>
The University of Iowa
Foundation............ 4,783 * 4,783 0 0
Alumni Center
180 N. Riverside Drive
Iowa City, Iowa 52244
MidAmerica Capital Com-
pany.................. 4,783 * 4,783 0 0
P.O. Box 657
Des Moines, Iowa 50306
The Journal-Gazette
Company............... 4,293 * 4,293 0 0
701 South Clinton
Street
Fort Wayne, Indiana
46802
Daniel R. Efroymson.... 4,293 * 4,293 0 0
445 North Pennsylvania
Street
Suite 500
Indianapolis, Indiana
46204
James L. Kittle, Sr.
IRA................... 4,293 * 4,293 0 0
8642 Wiliamshire, East
Drive
Indianapolis, Indiana
46260
Evan L. Noyes.......... 4,292 * 4,292 0 0
c/o Eagle Creek Air
Charter
7700 "B" West 38th
Street
Indianapolis, Indiana
46254
Mary A. Stein.......... 4,288 * 4,288 0 0
5643 Bent Branch Road
Bethesda, Maryland
20816
The Ford Meter Box Com-
pany, Inc............. 4,264 * 4,264 0 0
775 Manchester Avenue
P.O. Box 443
Wabash, Indiana 46992
Michael G Hall ........ 3,219 * 3,219 0 0
c/o M.G. Hall, Inc.
111 Monument Circle,
Suite 1022
Indianapolis, Indiana
46204
William E. Bindley..... 2,625 * 2,625 0 0
c/o Bindley Western
Industries, Inc.
4212 West 71st Street
Indianapolis, Indiana
46268
Burr S. Swezey, Jr..... 2,147 * 2,147 0 0
2111 Birch Lane
Lafayette, Indiana
47905
Daniel Cantor.......... 2,133 * 2,133 0 0
c/o Hamilton Displays
9150 East 33rd Street
Indianapolis, Indiana
46236
</TABLE>
9
<PAGE>
<TABLE>
<CAPTION>
ASSUMING SALE OF ALL SHARES
PRIOR TO OFFERING SUBJECT TO THE OFFERING
----------------------- MAXIMUM --------------------------------
NUMBER OF NUMBER OF NUMBER OF
NAME AND ADDRESS OF SHARES PERCENTAGE OF SHARES SHARES PERCENTAGE OF
BENEFICIAL OWNER HELD(1) OWNERSHIP(1) OFFERED HELD(1) OWNERSHIP(1)
------------------- --------- ------------- --------- ------------- ---------------
<S> <C> <C> <C> <C> <C>
John Huntington Harris 1,435 * 1,435 0 0
II Trust...............
901 46th Street
Moline, Illinois 61265
James L. Kittle, Sr..... 1,342 * 1,342 0 0
8642 Williamshire, East
Drive
Indianapolis, Indiana
46260
John Ober............... 1,342 * 1,342 0 0
6220 Old Orchard Road
Brendonwood, Indiana
46226
William Wills........... 1,342 * 1,342 0 0
13013 Tarkington Common
Carmel, Indiana 46033
Travelers Life & Annui- 1,298 * 1,298 0 0
ty.....................
c/o The Travelers Com-
panies
One Tower Square
Hartford, Connecticut
06105
L Gene Tanner........... 1,072 * 1,072 0 0
c/o Raffensperger,
Hughes & Co., Inc.
251 N. Illinois Street,
Suite 500
Indianapolis, Indiana
46204
Mr. & Mrs. Jerry 1,066 * 1,066 0 0
Litwack................
8547 Olde Mill Circle,
West Drive
Indianapolis, Indiana
46260
Arnold Feinberg......... 1,066 * 1,066 0 0
6901 North Pennsylvania
Street
Indianapolis, Indiana
46220
Fritz Goldbach.......... 1,066 * 1,066 0 0
8149 Ridley Court
Indianapolis, Indiana
46260
Travelers Insurance..... 830 * 830 0 0
c/o The Travelers Com-
panies
One Tower Square
Hartford, Connecticut
06105
Dr. Jack Beiman......... 767 * 767 0 0
3429 East 106th Street
Carmel, Indiana 46032
Stephen L. Jacobs....... 640 * 640 0 0
10661 Winterwood
Carmel, Indiana 46032
Indiana Knitwear Corpo- 640 * 640 0 0
ration.................
P.O. Box 309
230 East Osage
Greenfield, Indiana
46140
</TABLE>
10
<PAGE>
<TABLE>
<CAPTION>
ASSUMING SALE OF ALL SHARES
PRIOR TO OFFERING SUBJECT TO THE OFFERING
----------------------- MAXIMUM --------------------------------
NUMBER OF NUMBER OF NUMBER OF
SHARES PERCENTAGE OF SHARES SHARES PERCENTAGE OF
NAME AND ADDRESS OF BENEFICIAL OWNER HELD(1) OWNERSHIP(1) OFFERED HELD(1) OWNERSHIP(1)
- ------------------------------------ --------- ------------- --------- ------------- ---------------
<S> <C> <C> <C> <C> <C>
Richard Jacobs...................... 640 * 640 0 0
9019 Pickwick Drive
Indianapolis, Indiana 46260
Myron S. Wolf....................... 640 * 640 0 0
c/o Bud Wolf Chevrolet-Geo
5350 North Keystone Avenue
Indianapolis, Indiana 46220
Stanley Talesnick................... 533 * 533 0 0
8342 Eagle Crest Lane
Indianapolis, Indiana 46234
N. Keith Emge....................... 478 * 478 0 0
P.O. Box 2356
Evansville, Indiana 47728
Dr. Robert R. Penkava............... 478 * 478 0 0
3 West Buena Vista Road
Evansville, Indiana 47710
Dr. K. Donald Shelbourne............ 478 * 478 0 0
1815 North Capitol Avenue
Suite 530
Indianapolis, Indiana 46202
Dr. J. Rex Parent................... 478 * 478 0 0
4545 North Washington Road
Fort Wayne, Indiana 46804
Dr. Keith W. Miller................. 478 * 478 0 0
2301 North Moors Road
Muncie, Indiana 47304
Dr. Michael L. Smith................ 478 * 478 0 0
1095 Park Place
Zionsville, Indiana 46077
Alvin C. Fernandes, Jr.............. 267 * 267 0 0
9407 Spring Forest Drive
Indianapolis, Indiana 46260
Travelers Indemnity................. 39 * 39 0 0
c/o The Travelers Companies
One Tower Square
Hartford, Connecticut 06105
Kommunernes Pensionsforsikring A/S.. 23,603 * 23,603 0 0
Krumtappen 2
2500 Valby
Denmark
</TABLE>
11
<PAGE>
<TABLE>
<CAPTION>
ASSUMING SALE OF ALL SHARES
PRIOR TO OFFERING SUBJECT TO THE OFFERING
----------------------- MAXIMUM --------------------------------
NUMBER OF NUMBER OF NUMBER OF
SHARES PERCENTAGE OF SHARES SHARES PERCENTAGE OF
NAME AND ADDRESS OF BENEFICIAL OWNER HELD(1) OWNERSHIP(1) OFFERED HELD(1) OWNERSHIP(1)
------------------------------------ --------- ------------- --------- ------------- ---------------
<S> <C> <C> <C> <C> <C>
Pensionskassernes Administration 23,603 * 23,603 0 0
A/S.................................
Tuborg Boulevard 3
DK-2900 Hellerup
Denmark
Pensionskassen for 23,603 * 23,603 0 0
Vaerkstedfunktionarer i Jernet
(PVJ)...............................
12 Sankt Annae Plads
DK-1250 Copenhagen K
Denmark
Hambro Holdings A.G.................. 17,802 * 17,802 0 0
41 Tower Hill
London EC3N 4HA
United Kingdom
Apoteksassistenternes Pensionskasse.. 11,783 * 11,783 0 0
Hojbro Plads 6
DK-1200 Copenhagen K
Denmark
Finanssektorens Pensionskasse........ 11,801 * 11,801 0 0
Skindergade 38
DK-1159 Kobenhavn K
Denmark
H. Lundbeck A/S...................... 11,801 * 11,801 0 0
Ottiliavej 9
DK-2500 Copenhagen-Valby
Denmark
Investment AB Bure................... 11,801 * 11,801 0 0
Massans Gata 8
S-402 Goteborg
Sweden
Lundbeckfonden....................... 11,801 * 11,801 0 0
Ottiliavej 9
DK-2500 Copenhagen-Valby
Denmark
Dansk Agronomforenings
Pensionskasse....................... 5,901 * 5,901 0 0
Jernbanegade 4
DK-1608 Kobenhavn V
Denmark
Pensionskassen for Dyrlaeger......... 5,901 * 5,901 0 0
Jernbanegade 4
DK-1608 Kobenhavn V
Denmark
</TABLE>
12
<PAGE>
<TABLE>
<CAPTION>
ASSUMING SALE OF ALL SHARES
PRIOR TO OFFERING SUBJECT TO THE OFFERING
----------------------- MAXIMUM --------------------------------
NUMBER OF NUMBER OF NUMBER OF
NAME AND ADDRESS OF SHARES PERCENTAGE OF SHARES SHARES PERCENTAGE OF
BENEFICIAL OWNER HELD(1) OWNERSHIP(1) OFFERED HELD(1) OWNERSHIP(1)
------------------- --------- ------------- --------- ------------- ---------------
<S> <C> <C> <C> <C> <C>
Dwight L. Barker........ 313 * 313 0 0
512 The Glade
Orinda, CA 94563
Leonard Barshack........ 418 * 418 0 0
47 Manchester Street
London England,
W1M 5PD
Richard W. Beatty....... 523 * 523 0 0
252 3rd Avenue
San Francisco, CA 94118
Ronald D. Bechky........ 523 * 523 0 0
1419 Peerless Place
#207
West Los Angeles, CA
90035
William J. Begley....... 418 * 418 0 0
6480 S.E. South Marina
Way
Stuart, FL 34996
Daniel F. Benton........ 1,046 * 1,046 0 0
58 Knollwood Lane
Darien, CT 06820
Peter R. Blum........... 523 * 523 0 0
47 Lexington Road
Concord, MA 01742
W.H. Bruce Brittain..... 313 * 313 0 0
46 Barry Road
Scarsdale, NY 10583
Ronald J. Calise........ 418 * 418 0 0
10 Knolls Lane
Manhasset, NY 11030
Christopher B.
Campbell................ 418 * 418 0 0
714 Forest
Wilmette, IL 60091
John V. Carberry........ 418 * 418 0 0
56 Woodcliff Road
Wellesley, MA 02181
Bruce V. Carp........... 5,230 * 5,230 0 0
100 Vuelta Susana
La Tierra
Santa Fe, NM 87501
</TABLE>
13
<PAGE>
<TABLE>
<CAPTION>
ASSUMING SALE OF ALL SHARES
PRIOR TO OFFERING SUBJECT TO THE OFFERING
----------------------- MAXIMUM --------------------------------
NUMBER OF NUMBER OF NUMBER OF
NAME AND ADDRESS OF SHARES PERCENTAGE OF SHARES SHARES PERCENTAGE OF
BENEFICIAL OWNER HELD(1) OWNERSHIP(1) OFFERED HELD(1) OWNERSHIP(1)
------------------- --------- ------------- --------- ------------- ---------------
<S> <C> <C> <C> <C> <C>
Germaine Certo as
C/F Russell Certo...... 836 * 836 0 0
1 Horizon Road
Apt. 1029
Fort Lee, NJ 07024
Germaine Certo as
C/F Matthew Certo...... 628 * 628 0 0
1 Horizon Road
Apt. 1029
Fort Lee, NJ 07024
Jeffrey Certo........... 628 * 628 0 0
1 Horizon Road
Apt. 1029
Fort Lee, NJ 07024
E. Craig Coats, Jr...... 5,230 * 5,230 0 0
7 Quail Road
Greenwich, CT 06831
James J. Collander...... 628 * 628 0 0
24 Coleman Avenue West
Chatham, NJ 07928
Carol H. Cowherd
C/F Sarah R. Cowherd... 313 * 313 0 0
6 Pembroke Road
Summit, NJ 07901
Carol H. Cowherd
C/F A. Grant Cowherd... 313 * 313 0 0
6 Pembroke Road
Summit, NJ 07901
Ernest Cruikshank, III.. 313 * 313 0 0
14 Long Way
Hopewell, N.J. 08525-
9740
John N. Daly............ 628 * 628 0 0
390 Stanwich Road
Greenwich, CT 06830
Eugene W. Devlin........ 313 * 313 0 0
Seville Avenue
Rye, NY 10580-1832
John M. Donovan......... 2,091 * 2,091 0 0
35 The Crescent
Short Hills, NJ 07078
</TABLE>
14
<PAGE>
<TABLE>
<CAPTION>
ASSUMING SALE OF ALL SHARES
PRIOR TO OFFERING SUBJECT TO THE OFFERING
----------------------- MAXIMUM --------------------------------
NUMBER OF NUMBER OF NUMBER OF
NAME AND ADDRESS OF SHARES PERCENTAGE OF SHARES SHARES PERCENTAGE OF
BENEFICIAL OWNER HELD(1) OWNERSHIP(1) OFFERED HELD(1) OWNERSHIP(1)
------------------- --------- ------------- --------- ------------- ---------------
<S> <C> <C> <C> <C> <C>
Charles P. Drakos....... 628 * 628 0 0
821 Harvard Place
Charlotte, NC 28207
Neil. C. Dubrow......... 500 * 500 0 0
2535 Lake Avenue
Miami Beach, FL 33140
Patrick J. Dunlavy...... 1,046 * 1,046 0 0
5 Carpenter Way
Armonk, NY 10504
Charles E. Dunleavy,
Jr. .................... 1,691 * 941 750 *
19 River Bend Road
Clinton, NJ 08809-1045
Robert J. Dunne, III.... 418 * 418 0 0
4 Plymouth Court
Princeton Junction, NJ
08550
Melvin W. Ellis......... 802 * 802 0 0
17910 Upper Cherry Lane
Lake Oswego, OR 97034
Ronald Epstein.......... 313 * 313 0 0
56 Irma Drive
Oceanside, NY 11572
William L. Farrell...... 628 * 628 0 0
34 Midwood Road
Greenwich, CT 06830
Irwin Fromme............ 1,046 * 1,046 0 0
39 Hampton Road
Scarsdale, NY 10583
John P. Gallagher....... 628 * 628 0 0
Two Fulton Walk
Rockaway Point, NY
11697
Gary L. Goodenough...... 523 * 523 0 0
911 Park Avenue
Apt. 3B
New York, NY 10021
Peter A. Gordon C/F
J. Kingman Gordon...... 1,046 * 1,046 0 0
284 Coopers Neck Lane
P.O. Box 1327
Southampton, NY 11968
Richard L. Grand-Jean... 2,031 * 2,031 0 0
32 Grove Street
New York, NY 10014
</TABLE>
15
<PAGE>
<TABLE>
<CAPTION>
ASSUMING SALE OF ALL SHARES
PRIOR TO OFFERING SUBJECT TO THE OFFERING
----------------------- MAXIMUM --------------------------------
NUMBER OF NUMBER OF NUMBER OF
NAME AND ADDRESS OF SHARES PERCENTAGE OF SHARES SHARES PERCENTAGE OF
BENEFICIAL OWNER HELD(1) OWNERSHIP(1) OFFERED HELD(1) OWNERSHIP(1)
------------------- --------- ------------- --------- -------------- ---------------
<S> <C> <C> <C> <C> <C>
Maurice R. Greenberg.... 2,091 * 2,091 0 0
One East 66th Street
New York, NY 10021
Robin Grossman.......... 3,220 * 1,220 2,000 *
119 Clearview Lane
New Canaan, CT 06840
John B. Gruen........... 628 * 628 0 0
40 Annandale Drive
Chappaqua, NY 10514
John H. Gutfreund....... 4,230 * 4,230 0 0
712 Fifth Avenue
38th Floor
New York, NY 10019
Michael J. Haley........ 806 * 806 0 0
34 Longview Road
Reading, MA 01867
Steven Hamburger........ 313 * 313 0 0
630 Euclid Avenue
West Hempstead, NY
11552
Michael B. Hammond...... 2,091 * 2,091 0 0
158 Shortwoods Road
New Fairfield, CT 06812
John J. Heins........... 313 * 313 0 0
50 Pardee Circle
Princeton, NJ 08540
Peter M. Hendricks...... 313 * 313 0 0
P.O. Box 8141
85 Laslen Drive
Tahoe City, CA 96145
Lawrence Hilibrand...... 2,091 * 2,091 0 0
11 Axtell Drive
Scarsdale, NY 10583
Louis B. Hughes......... 418 * 418 0 0
280 Brambly Hedge Cir-
cle
Fairfield, CT 06430-
7001
George P. Hutchinson as
C/F Robert Hutchinson.. 2,091 * 2,091 0 0
The Highlands
Seattle, WA 98177
</TABLE>
16
<PAGE>
<TABLE>
<CAPTION>
ASSUMING SALE OF ALL SHARES
PRIOR TO OFFERING SUBJECT TO THE OFFERING
----------------------- MAXIMUM --------------------------------
NUMBER OF NUMBER OF NUMBER OF
NAME AND ADDRESS OF SHARES PERCENTAGE OF SHARES SHARES PERCENTAGE OF
BENEFICIAL OWNER HELD(1) OWNERSHIP(1) OFFERED HELD(1) OWNERSHIP(1)
------------------- --------- ------------- --------- ------------- ---------------
<S> <C> <C> <C> <C> <C>
George P. Hutchinson as
C/F Colin Hutchinson... 2,091 * 2,091 0 0
The Highlands
Seattle, WA 98177
Milton M. Irwin......... 1,046 * 1,046 0 0
28 Woodmere Drive
Summit, NJ 07901
William J. Jennings,
II...................... 523 * 523 0 0
30 Roxbury Road
Garden City, NY 11530
M.G. Jesselson, E.
Jesselson,
as Executors of the
Estate of
Ludwig Jesselson....... 5,230 * 5,230 0 0
1301 Avenue of the
Americas
Suite 4101
New York, NY 10019
Joel D. Kazis........... 523 * 523 0 0
37 Riverside Drive
Apt. 9A
New York, NY 10023
Daniel M. Kelly......... 1,569 * 1,569 0 0
294 Garfield Place
Brooklyn, NY 11215
Nathan J. Kornfield..... 313 * 313 0 0
25 Robin Hill Road
Scarsdale, NY 10583
H. William Koster, Jr... 313 * 313 0 0
1601 Third Avenue, Apt.
15F West
New York, NY 10128
Carl W. Leaman.......... 523 * 523 0 0
16 Pequot Trail
Westport, CT 06880
Della O. Leathers....... 313 * 313 0 0
1165 Fifth Avenue
Apt. 11B
New York, NY 10029
Russell L. Leavitt...... 628 * 628 0 0
56 The Serpentine
Roslyn Estates, NY
11576
James J. Lee............ 628 * 628 0 0
Spring Valley Road
Harding Township, NJ
07960
</TABLE>
17
<PAGE>
<TABLE>
<CAPTION>
ASSUMING SALE OF ALL SHARES
PRIOR TO OFFERING SUBJECT TO THE OFFERING
----------------------- MAXIMUM --------------------------------
NUMBER OF NUMBER OF NUMBER OF
NAME AND ADDRESS OF SHARES PERCENTAGE OF SHARES SHARES PERCENTAGE OF
BENEFICIAL OWNER HELD(1) OWNERSHIP(1) OFFERED HELD(1) OWNERSHIP(1)
------------------- --------- ------------- --------- ------------- ---------------
<S> <C> <C> <C> <C> <C>
Martin L. Leibowitz In-
surance Trust F/B/O
Karen L. Leibowitz...... 1,046 * 1,046 0 0
1 Fifth Avenue
Apt. 13K
New York, NY 10003
Martin L. Leibowitz In-
surance Trust F/B/O
Kimara J. Leibowitz..... 1,046 * 1,046 0 0
1 Fifth Avenue
Apt. 13K
New York, NY 10003
Martin L. Leibowitz
Insurance Trust F/B/O
Rebecca T. Leibowitz.... 1,046 * 1,046 0 0
1 Fifth Avenue
Apt. 13K
New York, NY 10003
Gilbert L. Leiendecker,
Jr. ..................... 1,569 * 1,569 0 0
150 Zaccheus Mead Lane
Greenwich, CT 06831
Alan Libshutz............ 1,046 * 1,046 0 0
14 Cricket Lane
Great Neck, NY 11024
Estate of Joseph P.
Lombard................. 2,091 * 2,091 0 0
1140 Webster Street
Needham, MA 02192
Fred Lonner.............. 836 * 836 0 0
160 West 66th Street
Apt. 50A
New York, NY 10023
J. Steven & Michelle
Manolis.................. 2,091 * 2,091 0 0
755 Park Avenue
Apt. 9C
New York, NY 10021
Louis I. Margolis........ 523 * 523 0 0
12 Chapel Hill Road
Short Hills, NJ 07078
Thomas J. Marron......... 3,546 * 3,137 409 *
26 Randall Drive
Short Hills, NJ 07078
Kathleen T. May.......... 418 * 418 0 0
35 Lauder Lane
Greenwich, CT 06831-3707
</TABLE>
18
<PAGE>
<TABLE>
<CAPTION>
ASSUMING SALE OF ALL SHARES
PRIOR TO OFFERING SUBJECT TO THE OFFERING
----------------------- MAXIMUM --------------------------------
NUMBER OF NUMBER OF NUMBER OF
NAME AND ADDRESS OF SHARES PERCENTAGE OF SHARES SHARES PERCENTAGE OF
BENEFICIAL OWNER HELD(1) OWNERSHIP(1) OFFERED HELD(1) OWNERSHIP(1)
------------------- --------- ------------- --------- ------------- ---------------
<S> <C> <C> <C> <C> <C>
Charles B. Mayer, Jr.... 1,046 * 1,046 0 0
10 Creamer Hill Road
Greenwich, CT 06831
William A. McIntosh..... 2,091 * 2,091 0 0
525 Sheridan Road
Kenilworth, IL 60043
Trust F/B/O Anne
McIntosh................ 313 * 313 0 0
525 Sheridan Road
Kenilworth, IL 60043
Trust F/B/O David M.
Mcintosh................ 313 * 313 0 0
525 Sheridan Road
Kenilworth, IL 60043
Trust F/B/O Julia A.
McIntosh................ 313 * 313 0 0
525 Sheridan Road
Kenilworth, IL 60043
Trust F/B/O Kathleen
McIntosh............... 313 * 313 0 0
525 Sheridan Road
Kenilworth, IL 60043
Trust F/B/O Michael W.
Mcintosh................ 313 * 313 0 0
525 Sheridan Road
Kenilworth, IL 60043
Joseph P. McLaughlin,
Jr. .................... 523 * 523 0 0
1700 North Waukegan
Road
Lake Forest, IL 60045
John W. Meriwether...... 4,183 * 4,183 0 0
P.O. Box 337
North Salem, NY 10560
Roger W. Miller......... 797 * 797 0 0
1220 Park Avenue, Apt.
14C
New York, NY 10128
Michael P. Mortara...... 313 * 313 0 0
North Street
Box 1240
Litchfield, CT 06759
John J. O'Brien, Jr. ... 523 * 523 0 0
40 East 81st Street
New York, NY 10028-0202
PB-SB Ventures, Inc. ... 3,826 * 3,826 0 0
c/o Salomon Brothers
Inc
7 World Trade Center
New York, NY 10048
</TABLE>
19
<PAGE>
<TABLE>
<CAPTION>
ASSUMING SALE OF ALL SHARES
PRIOR TO OFFERING SUBJECT TO THE OFFERING
----------------------- MAXIMUM --------------------------------
NUMBER OF NUMBER OF NUMBER OF
NAME AND ADDRESS OF SHARES PERCENTAGE OF SHARES SHARES PERCENTAGE OF
BENEFICIAL OWNER HELD(1) OWNERSHIP(1) OFFERED HELD(1) OWNERSHIP(1)
------------------- --------- ------------- --------- ------------- ---------------
<S> <C> <C> <C> <C> <C>
Robert G. Paquette...... 2,000 * 2,000 0 0
53 Elm Street
Marblehead, MA 01945
Nancy B. Peretsman...... 418 * 418 0 0
9 East 79th Street
Apt. 8/9
New York, NY 10021
Mrs. Denice Rein........ 1,130 * 1,130 0 0
190 East 72nd Street
Apt. 17D
New York, NY 10021
Allen S. Relkin......... 5006 * 500 0 0
88 Deepwood Road
East Hills, NY 11577
Eric Rosenfeld.......... 2,091 * 2,091 0 0
217 Hommocks Road
Largemont, NY 10538
Milton F. Rosenthal..... 2,091 * 2,091 0 0
Woodlands Road
Harrison, NY 10528
Andrew F. Rowley........ 1,256 * 1,256 0 0
507 Silvermine Road
New Canaan, CT 06840
Robert S. Salomon,
Jr. .................... 5,230 * 5,230 0 0
106 Dolphin Cove Quay
Stamford, CT 06902
Robert L. Scheckman..... 418 * 418 0 0
26 Jameson Place
West Caldwell, NJ 07006
Susan Scheckman-Cave.... 418 * 418 0 0
8 Chardonnay Road
Commack, NY 11725
Jerome M. Scheckman..... 2,091 * 2,091 0 0
P.O. Box 807
Plandome, NY 11030
Leo R. Schlinkert....... 313 * 313 0 0
30 Goodwives River Road
Darien, CT 06820-5918
</TABLE>
20
<PAGE>
<TABLE>
<CAPTION>
ASSUMING SALE OF ALL SHARES
PRIOR TO OFFERING SUBJECT TO THE OFFERING
----------------------- MAXIMUM --------------------------------
NUMBER OF NUMBER OF NUMBER OF
NAME AND ADDRESS OF SHARES PERCENTAGE OF SHARES SHARES PERCENTAGE OF
BENEFICIAL OWNER HELD(1) OWNERSHIP(1) OFFERED HELD(1) OWNERSHIP(1)
------------------- --------- ------------- --------- ------------- ---------------
<S> <C> <C> <C> <C> <C>
Richard J. Schmeelk..... 6,274 * 6,274 0 0
1030 Fifth Avenue
Apt. 10 West
New York, NY 10128
Schmeelk Family Trust... 4,183 * 4,183 0 0
c/o R. Schmeelk--
CAI Advisors & Co.
767 Fifth Avenue, 5th
Flr.
New York, NY 10153
Malcolm C. Selver....... 418 * 418 0 0
10 Lenox Court
Fort Lee, NJ 07024
Laurie Meryl Shahon..... 313 * 313 0 0
174 Huckleberry Hill
Road
Wilton, CT 06897
Miles A. Slater......... 1,569 * 1,569 0 0
Lower Shad Road
Box 514
Pound Ridge, NY 10576
Charles E. Smith, II.... 628 * 628 0 0
1 Gracie Terrace
Apt. 3A
New York, NY 10028
Max Stern............... 2,091 * 2,091 0 0
4619 Livingston Avenue
Apt. PH
Riverdale, NY 10471
Thomas F. Sternfield.... 941 * 941 0 0
3007 The Strand
Hermosa Beach, CA 90254
Trude J. Strauss........ 523 * 523 0 0
230 Fountain Road
Englewood, NJ 07631
Ronald M. Stuart........ 2,091 * 2,091 0 0
7 Topping Road
Greenwich, CT 06831
</TABLE>
21
<PAGE>
<TABLE>
<CAPTION>
ASSUMING SALE OF ALL SHARES
PRIOR TO OFFERING SUBJECT TO THE OFFERING
----------------------- MAXIMUM --------------------------------
NUMBER OF NUMBER OF NUMBER OF
NAME AND ADDRESS OF SHARES PERCENTAGE OF SHARES SHARES PERCENTAGE OF
BENEFICIAL OWNER HELD(1) OWNERSHIP(1) OFFERED HELD(1) OWNERSHIP(1)
------------------- --------- ------------- --------- --------------- ---------------
<S> <C> <C> <C> <C> <C>
Harold Tanner........... 6,274 * 6,274 0 0
c/o Tanner & Company
Inc.
650 Madison Avenue,
23rd Floor
New York, NY 10022
William J. Tennison, 628 * 628 0 0
IV.....................
800 Riverbank Road
Stamford, CT 06903
William C. Turner I.R.A.
Trust................... 1,046 * 1,046 0 0
c/o Northern Trust Bank
of
Arizona N.A.
2398 E. Camelback Road
Phoenix, AZ 85016
John A. Weisser, Jr..... 628 * 628 0 0
30 Hook Road
Bedford, NY 10506
Jerald M. Wigdortz...... 1,046 * 1,046 0 0
66 Delafield Island
Road
Darien, CT 06820
Scott C. Wilson......... 732 * 732 0 0
1130 Park Avenue
Apt. 7-2
New York, NY 10128
M. Kenneth Witover...... 523 * 523 0 0
12 Sabine Road
Oyster Bay Cove
Syosset, NY 11791
Gary A. Wolens.......... 313 * 313 0 0
"Beaulien"
10 Courtnenay Avenue
London, N64LP England
Anu D. Saad, Ph.D. (5).. 147,163 2.7% 7,677 139,486 2.6
c/o IMPATH Inc.
1010 Third Avenue,
Suite 302
New York, NY 10021
John P. Gandolfo (6).... 30,887 * 3,071 27,816 *
c/o IMPATH Inc.
1010 Third Avenue,
Suite 302
New York, NY 10021
Rogelio R. Rojas-Corona,
M.D. (7)................ 83,430 1.6% 57,430 26,000 *
c/o IMPATH Inc.
1010 Third Avenue,
Suite 302
New York, NY 10021
</TABLE>
22
<PAGE>
<TABLE>
<CAPTION>
ASSUMING SALE OF ALL SHARES
PRIOR TO OFFERING SUBJECT TO THE OFFERING
----------------------- MAXIMUM ---------------------------------
NUMBER OF NUMBER OF NUMBER OF
NAME AND ADDRESS OF SHARES PERCENTAGE OF SHARES SHARES PERCENTAGE OF
BENEFICIAL OWNER HELD(1) OWNERSHIP(1) OFFERED HELD(1) OWNERSHIP(1)
------------------- --------- ------------- --------- --------------- ---------------
<S> <C> <C> <C> <C> <C>
John L. Cassis (8)...... 10,708 * 802 9,906 *
Richard J. Cote, M.D.
(9).................... 109,203 2.1% 69,591 39,612 *
Richard Kessler (10).... 135,564 2.5% 119,863 15,701 *
</TABLE>
- --------
* Less than one percent.
(1) Amounts and percentages include outstanding warrants or options which are
exercisable within 60 days of April 1, 1997.
(2) Includes 4,916 shares issuable pursuant to currently exercisable
warrants.
(3) Includes 28,799 shares issuable pursuant to currently exercisable
warrants.
(4) Includes 4,982 shares issuable pursuant to currently exercisable
warrants.
(5) Includes 121,768 shares issuable pursuant to currently exercisable stock
options and 532 shares issuable pursuant to currently exercisable
warrants.
(6) Includes 13,558 shares issuable pursuant to currently exercisable stock
options and 213 shares issuable pursuant to currently exercisable
warrants.
(7) Includes 1,853 shares issuable pursuant to currently exercisable stock
options and 160 shares issuable pursuant to currently exercisable
warrants.
(8) Includes 5,906 shares issuable pursuant to currently exercisable stock
options and 4,000 shares held by Tower Hall Profit Sharing Trust for the
benefit of Mr. Cassis. Does not include shares beneficially owned by
Salomon Brothers Holding Company Inc., PB-SB Ventures, Inc., Cross
Atlantic Partners K/S, CAP/Hambro, L.P. or CAP/Hambro, Inc., which shares
may be deemed to be beneficially owned by Mr. Cassis. Mr. Cassis
disclaims any such beneficial ownership.
(9) Includes 39,112 shares issuable pursuant to currently exercisable stock
options.
(10) Includes 6,201 shares issuable pursuant to currently exercisable stock
options.
23
<PAGE>
PLAN OF DISTRIBUTION
The shares offered hereby may be offered and sold from time to time by the
Selling Stockholders, or by pledgees, donees, transferees or other successors
in interest. Such offers and sales may be made from time to time through the
Nasdaq National Market or otherwise, at prices and on terms then prevailing or
at prices related to the then-current market price, or in negotiated
transactions. The methods by which the shares may be sold may include, but are
not limited to, the following: (a) a block trade in which the broker or dealer
so engaged will attempt to sell the shares as agent but may position and
resell a portion of the block as principal to facilitate the transaction; (b)
purchases by a broker or dealer as principal and resale by such broker or
dealer for its account; (c) an exchange distribution in accordance with the
rules of such exchange; (d) ordinary brokerage transactions and transactions
in which the broker solicits purchasers; (e) privately negotiated
transactions; (f) short sales; and (g) a combination of any such methods of
sale. In effecting sales, brokers or dealers engaged by the Selling
Stockholders may receive commissions or discounts from the Selling
Stockholders or from the purchasers in amounts to be negotiated immediately
prior to the sale. The Selling Stockholders may also sell shares in accordance
with Rule 144 under the Securities Act.
The Selling Stockholders and any brokers and dealers participating in such
sales may be deemed to be "underwriters" within the meaning of the Securities
Act. There can be no assurance that the Selling Stockholders will sell any or
all of the shares offered hereby.
The Company is bearing all of the costs relating to the registration of the
shares, except commissions, discounts or other fees payable to a broker,
dealer, underwriter, agent or market maker in connection with the sale of any
of the shares, all of which will be borne by the Selling Stockholders. The
Company will not receive any of the proceeds from the Offering, except that it
will receive $148,852 upon the exercise of the warrants.
Pursuant to the registration rights granted to the Selling Stockholders, the
Company has agreed to indemnify the Selling Stockholders and any person who
controls a Selling Stockholder against certain liabilities and expenses
arising out of or based upon the information set forth or incorporated by
reference in this Prospectus, and the Registration Statement of which this
Prospectus is a part, including liabilities under the Securities Act. Any
commissions paid or any discounts or concessions allowed to any broker,
dealer, underwriter, agent or market maker and, if any such broker, dealer,
underwriter, agent or market maker purchases any of the shares as principal,
any profits received on the resale of such shares, may be deemed to be
underwriting commissions or discounts under the Securities Act.
LEGAL MATTERS
The validity of the Common Stock being offered hereby has been passed upon
for the Company by Haythe & Curley, 237 Park Avenue, New York, New York 10017.
EXPERTS
The financial statements of IMPATH Inc. as of December 31, 1995 and 1996 and
for each of the years in the three-year period ended December 31, 1996
incorporated by reference herein and elsewhere in the registration statement,
have been incorporated by reference herein and in the registration statement
in reliance upon the report of KPMG Peat Marwick LLP, independent certified
public accountants, and upon the authority of said firm as experts in
accounting and auditing.
24
<PAGE>
NO DEALER, SALESPERSON OR ANY OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY IN-
FORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS
PROSPECTUS IN CONNECTION WITH THE OFFER MADE BY THIS PROSPECTUS AND, IF GIVEN
OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING
BEEN AUTHORIZED BY THE COMPANY OR ANY OF THE SELLING STOCKHOLDERS. NEITHER THE
DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY CIR-
CUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS
OF THE COMPANY SINCE THE DATES AS OF WHICH INFORMATION IS GIVEN IN THIS PRO-
SPECTUS. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER OR SOLICITATION BY ANYONE
IN ANY JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION IS NOT AUTHORIZED OR IN
WHICH THE PERSON MAKING SUCH OFFER OR SOLICITATION IS NOT QUALIFIED TO DO SO OR
TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION.
--------------
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Additional Information..................................................... 2
Incorporation of Certain Documents by Reference............................ 2
Risk Factors............................................................... 3
Selling Stockholders....................................................... 7
Plan of Distribution....................................................... 24
Legal Matters.............................................................. 24
Experts.................................................................... 24
</TABLE>
1,929,630 SHARES
[LOGO](TM) IMPATH(R)
The Cancer Information Company
COMMON STOCK
($.005 PAR VALUE)
PROSPECTUS
DATED MAY 9, 1997
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
Previously filed under Item 13 of Form S-1.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Article Five, Section 7 of the Certificate of Incorporation (the
"Certificate") provides that, to the fullest extent permitted by Section 145
of the Delaware Law, or any comparable successor law, as the same may be
amended and supplemented from time to time, the Company (i) may indemnify all
persons whom it shall have power to indemnify under the Delaware Law from and
against any and all of the expenses, liabilities or other matters referred to
in or covered thereby, (ii) shall indemnify each such person if he is or is
threatened to be made a party to an action, suit or proceeding by reason of
the fact that he is or was a director, officer, employee or agent of the
Company or because he was serving the Company or any other legal entity in any
capacity at the request of the Company while a director, officer, employee or
agent of the Company and (iii) shall pay the expenses of such a current or
former director, officer, employee or agent incurred in connection with any
such action, suit or proceeding in advance of the final disposition of such
action, suit or proceeding. The Certificate further provides that the
indemnification and advancement of expenses provided for therein shall not be
deemed exclusive of any other rights to which those entitled to
indemnification or advancement of expenses may be entitled under any by-law,
agreement, contract or vote of stockholders or disinterested directors or
pursuant to the direction (however embodied) of any court of competent
jurisdiction or otherwise, both as to action in his official capacity and as
to action in another capacity while holding such office, and shall continue as
to a person who has ceased to be a director, officer, employee or agent and
shall inure to the benefit of the heirs, executors and administrators of such
a person.
The Company has entered into indemnification agreements with all directors
and executive officers of the Company providing that the directors and
executive officers will be indemnified to the fullest possible extent
permitted by Delaware law against all expenses (including attorneys' fees),
judgments, fines, penalties, taxes and settlement amounts paid or incurred by
them in any action or proceeding, including any action by or in the right of
the Company or any of its subsidiaries or affiliates, on account of their
service as directors, officers, employees, fiduciaries or agents of the
Company or any of its subsidiaries or affiliates, and their service at the
request of the Company or any of its subsidiaries or affiliates as directors,
officers, employees, fiduciaries or agents of another corporation,
partnership, joint venture, trust, employee benefit plan or other enterprise.
The Company maintains liability insurance for its officers and directors,
insuring them against certain losses arising from claims or charges made
against them while acting in their capacities as officers or directors of the
Company.
II-1
<PAGE>
Article Five, Section 6 of the Certificate provides that a director of the
Company shall not be personally liable to the Company or its stockholders for
monetary damages for breach of fiduciary duty as a director, except for
liability (i) for any breach of the director's duty of loyalty to the Company
or its stockholders, (ii) for acts or omissions not in good faith or which
involve intentional misconduct or a knowing violation of law, (iii) for the
unlawful payment of dividends or unlawful stock purchases under Section 174 of
the Delaware Law, or (iv) for any transaction from which the director derived
any improper personal benefit. If the Delaware Law is amended to eliminate
further or limit the personal liability of directors, then the liability of a
director of the Company shall be eliminated or limited to the fullest extent
permitted by the Delaware Law, as so amended. Any repeal or modification of
such provision of the Certificate by the stockholders of the Company shall be
prospective only and shall not adversely affect any right or protection of a
director of the Company existing at the time of such repeal or modification.
While the Certificate provides directors with protection from awards for
monetary damages for breaches of their duty of care, it does not eliminate
such duty. Accordingly, the Certificate will have no effect on the
availability of equitable remedies such as an injunction or rescission based
on a director's breach of his or her duty of care. The provisions of the
Certificate described above apply to an officer of the Company only if he or
she is a director of the Company and is acting in his or her capacity as
director, and do not apply to officers of the Company who are not directors.
ITEM 16. EXHIBITS.
The Exhibits required to be filed as part of this Registration Statement are
listed in the attached Index to Exhibits.
ITEM 17. UNDERTAKINGS.
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-2
<PAGE>
individually or in the aggregate, represent a fundamental change in the
information set forth in this Registration Statement; and
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in this Registration Statement or
any material change to such information in this 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.
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
Securities Exchange Act of 1934 that is incorporated by reference in this
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.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 (the "Act") may be permitted to directors, officers and controlling
persons of the registrant pursuant to the provisions of its Certificate of
Incorporation or By-laws or the laws of the State of Delaware, 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, 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.
The undersigned registrant hereby undertakes that:
For purposes of determining any liability under the Act, the information
omitted from the form of prospectus filed as part of this Registration
Statement in reliance upon Rule 430A and contained in a form of prospectus
filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the
Act shall be deemed to be part of this Registration Statement as of the time
it was declared effective.
For the purpose of determining any liability under the Act, each post-
effective amendment that contains a form of prospectus 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.
II-3
<PAGE>
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT
HAS DULY CAUSED THIS AMENDMENT TO ITS REGISTRATION STATEMENT TO BE SIGNED ON
ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE CITY OF NEW
YORK, NEW YORK ON THE 8TH DAY OF MAY, 1997.
IMPATH INC.
/s/ Anu D. Saad, Ph.D.*
By_________________________________
ANU D. SAAD, PH.D. PRESIDENT AND
CHIEF EXECUTIVE OFFICER
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS
REGISTRATION STATEMENT HAS BEEN SIGNED BELOW BY THE FOLLOWING PERSONS IN THE
CAPACITIES AND ON THE DATES INDICATED.
SIGNATURES TITLE DATE
/s/ Anu D. Saad, Ph.D.* President, Chief
- ------------------------------------- Executive Officer May 8, 1997
ANU D. SAAD, PH.D. and Director
/s/ John P. Gandolfo Executive Vice
- ------------------------------------- President, Chief May 8, 1997
JOHN P. GANDOLFO Financial Officer
and Principal
Accounting Officer
/s/ John L. Cassis* Director
- ------------------------------------- May 8, 1997
JOHN L. CASSIS
/s/ Richard J. Cote, M.D.* Director
- ------------------------------------- May 8, 1997
RICHARD J. COTE, M.D.
/s/ Richard Kessler* Director
- ------------------------------------- May 8, 1997
RICHARD KESSLER
/s/ Joseph A. Mollica* Director
- ------------------------------------- May 8, 1997
JOSEPH A. MOLLICA
/s/ David B. Snow, Jr.* Director
- ------------------------------------- May 8, 1997
DAVID B. SNOW, JR.
/s/ John P. Gandolfo
*By________________________________
JOHN P. GANDOLFO ATTORNEY-IN-FACT
II-4
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT SEQUENTIAL
NUMBER DOCUMENT DESCRIPTION PAGE NO.
------- -------------------- ----------
<C> <S> <C>
4.1* Registration Rights Agreement dated February 10, 1995
among IMPATH Inc. and certain of its stockholders
5** Opinion of Haythe & Curley
23.1** Consent of KPMG Peat Marwick LLP
23.2 Consent of Haythe & Curley (contained in Exhibit 5)
24** Power of Attorney
</TABLE>
- ------------
* Incorporated by reference to the exhibit of the same number filed with the
Registration Statement on Form S-1 of Impath Inc. (File No. 33-98916).
** Previously filed.
