As filed with the Securities and Exchange Commission on August 14, 1997
File No. 333-5884-A
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Metropolitan Heath Networks, Inc.
(Exact name of issuer as specified in its charter)
Florida 65-0635748
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
5100 Town Center Circle, Suite 560
Boca Raton, Florida
(Address of principal executive offices)
33486
(Zip Code)
CONSULTING AGREEMENT WITH ADVISOR
(Full title of the plan)
Noel J. Guillama, President
5100 Town Center Circle, Suite 560
Boca Raton, Florida 33486
Telephone No.: (561) 416-9484
(Name and address of agent for service)
Copy to:
Charles B. Pearlman, Esq.
Atlas, Pearlman, Trop & Borkson, P.A.
200 East Las Olas Boulevard, Suite 1900
Fort Lauderdale, FL 33301
(954) 763-1200
<PAGE>
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
<S> <C> <C> <C> <C>
Proposed Proposed
maximum maximum
offering aggregate Amount of
Title of securities Amount to be price per offering registration
to be registered registered share(1) price(1) fee (1)
Common Stock
($.001 par value) 160,000 shares $6.00 $960,000 $290.90
<FN>
(1) Estimated solely for the purpose of computing the amount of the
registration fee in accordance with Rule 457 under the Securities Act of 1933,
as amended (the "Securities Act").
</FN>
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
METROPOLITAN HEALTH NETWORKS, INC.
CROSS REFERENCE SHEET REQUIRED BY ITEM 501(b) OF REGULATION S-K
<S> <C>
Form S-8 Item Number
and Caption Caption in Prospectus
1. Forepart of Registration Facing Page of Registration Statement
Statement and Outside Front and Cover Page of Prospectus
Cover Page of Prospectus
2. Inside Front and Outside Back Inside Cover Page of Prospectus and
Cover Pages of Prospectus Outside Cover Page of Prospectus
3. Summary Information, Risk Not Applicable
Factors and Ratio of Earnings
to Fixed Charges
4. Use of Proceeds Not Applicable
5. Determination of Offering Price Not Applicable
6. Dilution Not Applicable
7. Selling Security Holders Sales by Selling Security Holders
8. Plan of Distribution Cover Page of Prospectus and Sales by Selling
Security Holders
9. Description of Securities to be Description of Securities;
Registered Consulting Agreements
10. Interests of Named Experts Legal Matters
and Counsel
11. Material Changes Not Applicable
12. Incorporation of Certain Incorporation of Certain Documents
Information by Reference by Reference
13. Disclosure of Commission Indemnification of Directors and Officers;
Position on Indemnification for Undertakings
Securities Act Liabilities
</TABLE>
<PAGE>
PROSPECTUS
METROPOLITAN HEALTH NETWORKS, INC.
160,000 Shares of Common Stock
($.001 par value)
Issued Pursuant to the Company's Agreement
with Lion Capital Corporation
This Prospectus is part of a Registration Statement which registers 160,000
shares of Common Stock, $.001 par value (such shares being referred to as the
"Shares"), of Metropolitan Health Networks, Inc. (the "Company"), 10,000 shares
and 150,000 shares of which may be issued pursuant to the exercise of Options,
as set forth herein, issued to Lion Capital Corporation, a corporation owned and
controlled by Debra Kevorkian and Paul Frazzini, a consultant to the Company,
("Selling Security Holders") pursuant to a written consulting agreement (the
"Consulting Agreement" or "Agreement").
The Company has been advised by the Selling Security Holders that they may sell
all or a portion of the Shares from time to time in the over-the-counter market,
in negotiated transactions, directly or through brokers or otherwise, and that
such Shares will be sold at market prices prevailing at the time of such sales
or at negotiated prices, and the Company will not receive any proceeds from such
sales.
No person has been authorized by the Company to give any information or to make
any representation other than as contained in this Prospectus, and if given or
made, such information or representation must not be relied upon as having been
authorized by the Company. Neither the delivery of this Prospectus nor any
distribution of the Shares issuable under the terms of the Agreement shall,
under any circumstances, create any implication that there has been no change in
the affairs of the Company since the date hereof.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED ON THE ACCURACY OR ADEQUACY OF
THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL SECURITIES IN ANY STATE TO
ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER IN SUCH STATE.
The date of this Prospectus is August 14, 1997.
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and, in accordance
therewith, files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). Reports, proxy statements
and other information filed with the Commission can be inspected and copied at
the public reference facilities of the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549. Copies of this material can also be obtained at
prescribed rates from the Public Reference Section of the Commission at its
principal office at 450 Fifth Street, N.W., Washington, D.C. 20549. The
Company's Common Stock is traded on the NASDAQ SmallCap Market under the symbol
"MDPA." Electronic Reports and other information found through the Electronic
Data Gathering, Analysis & Retrieval System are probably available through the
Commission's website (http://www.sec.gov.).
The Company has filed with the Commission a Registration Statement on Form
S-8 (the "Registration Statement") under the Securities Act of 1933, as amended
(the "Act"), with respect to the resale of up to an aggregate of up to 160,000
shares of the Company's Common Stock, which may be issued to the Selling
Security Holders pursuant to the written Agreement. This Prospectus, which is
Part I of the Registration Statement, omits certain information contained in the
Registration Statement. For further information with respect to the Company and
the shares of the Common Stock offered by this Prospectus, reference is made to
the Registration Statement, including the exhibits thereto. Statements in this
Prospectus as to any document are not necessarily complete, and where any such
document is an exhibit to the Registration Statement or is incorporated by
reference herein, each such statement is qualified in all respects by the
provisions of such exhibit or other document, to which reference is hereby made,
for a full statement of the provisions thereof. A copy of the Registration
Statement, with exhibits, may be obtained from the Commission's office in
Washington, D.C. (at the above address) upon payment of the fees prescribed by
the rules and regulations of the Commission, or examined there without charge.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Company with the Securities and
Exchange Commission are incorporated herein by reference and made a part hereof:
(a) The Company's Prospectus date February 13, 1997
(b) The Company's Quarterly Reports on Form 10-QSB for the quarterly
periods ended December 31, 1997 and March 31, 1997.
(c) All reports and documents filed by the Company pursuant to Section 13,
14 or 15(d) of the Exchange Act, prior to the filing of a post-effective
amendment which indicates that all securities offered hereby have been sold or
which deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference herein and to be a part hereof from the respective
date of filing of such documents. Any statement incorporated by reference herein
shall be deemed to be modified or superseded for purposes of this Prospectus to
the extent that a statement contained herein or in any other subsequently filed
document, which also is or is deemed to be incorporated by reference herein,
modifies or supersedes such statement. Any statement modified or superseded
shall not be deemed, except as so modified or superseded, to constitute part of
this Prospectus.
The Company hereby undertakes to provide without charge to each person,
including any beneficial owner, to whom a copy of the Prospectus has been
delivered, on the written or oral request of any such person, a copy of any or
all of the documents referred to above which have been or may be incorporated by
reference in this Prospectus, other than exhibits to such documents. Written
requests for such copies should be directed to Corporate Secretary, Metropolitan
Health Networks, Inc., 5100 Town Center Circle, Suite 560, Boca Raton, Florida
33486.
<PAGE>
THE COMPANY
Metropolitan Health Networks, Inc. (the "Company") was incorporated in the
State of Florida in January 1996 for the purpose of developing a vertically and
horizontally integrated health care delivery network (the "Network"). The
Network provides primary and subspecialty physician care as well as diagnostic
and therapeutic services.
The Company is seeking to develop its Network through the acquisition,
expansion and integration of (i) physician care practices (the "Physician
Practices") together with (ii) laboratories, pharmacies and diagnostic and
rehabilitation centers ("Ancillary Services").
The Company is organized, in principal part, as a multi-county vertically
and horizontally integrated medical group practice. As such, all of the
physicians to be employed by the Company will provide an aggregate minimum of
75% of their services through the group practice and all physician services are
to be billed under one common Medicare provider number. The Company believes it
will meet all government requirements of a "group practice" to avail itself of
benefits available to group practices under Florida and federal laws.
The Company's goal through its Network is to provide quality, cost
effective and outcome oriented health care in Dade, Broward and Palm Beach
Counties, Florida, a tri-county area with a population in excess of four
million.
The Company's strategy is to develop and expand a locally prominent,
integrated health care delivery network in Dade, Broward and Palm Beach counties
Florida within a medical group practice structure, that provides a high quality
and cost-effective health care delivery system. The Company's principal strategy
for developing and expanding its network is through the acquisition of (through
purchases, merger or otherwise) or affiliation with physicians, medical groups,
and other health care providers in the South Florida market. The Company seeks
to acquire or otherwise affiliate with physician groups and other providers in
their local markets with reputations for providing quality cost effective
healthcare services. The Company also seeks to acquire Ancillary Services,
including laboratories, pharmacies and diagnostic and rehabilitation centers
within its group practice structure. The Company believes that by increasing
marketing activities, enhancing patient service and improving the accessibility
of care, it will increase the Company's market share. The Company also believes
strategic alliances with hospitals and health plans will improve the delivery of
managed health care. The Company also believes that by the consolidation of
management and administrative services that its costs should be reduced.
The Company has completed the acquisition of General Medical Associates, a
multi- disciplinary musculoskeletal practice and the practice and patient base
of Dr. Paul Wand, a board certified neurologist. In addition, the Company
acquired certain medically related assets of International Family Medical
Centers, Inc. and owns and operates two medical clinics. The Company has also
acquired Magnetic Resonance Imaging Center, a fixed and mobile magnetic
resonance imagery business which is engaged in performing and reading magnetic
resonance images for patients primarily located in South Florida and Datascan of
Florida, Inc., a mobile diagnostic services company which provides nerve
conduction, vascular and ultrasound studies in South Florida.
<PAGE>
Consulting Agreement
On July 29, 1997, the Company and Lion Capital Corporation, a corporation
owned and controlled by Debra Kevorkian and Paul Frazzini, entered into a
Consulting Agreement pursuant to which consultant provide advice to the Company
concerning its related services including (i) further development enhancement of
current operations and recommendations with regards to additional services and
geographic service expansion; (ii) research evaluation, due diligence
negotiation with respect to strategic partners joint ventures, acquisitions and
other venture partners; (iii) negotiations, introductions and evaluations of
sources of credit, banking relationships and related financial opportunities;
(iv) marketing surveys and studies and general marketing assistance; (v)
assistance and advice with respect to shareholder investor relations and
assistance to the Company in the preparation of reports to its shareholders and
investors. As compensation for its services rendered under the Consulting
Agreement, Consultant received 10,000 shares of the Company's Common Stock and
an Option to purchase an aggregate of 150,000 shares. The Option shall be
exercisable as to the first 100,500 shares at any time during the twelve (12)
month period commencing July 28, 1997, as follows: (i) the Option as to
Thirty-Three Thousand Five Hundred (33,500) shares shall be exercisable at a
purchase price of $4.00 per share, (ii) the Option as to an additional
Thirty-Three Thousand Five Hundred (33,500) shares shall be exercisable at a
purchase price of $5.00 per share, and (iii) the Option as to the remaining
Thirty-Three Thousand Five Hundred (33,500) shares shall be exercisable at a
purchase price of $6.00 per share. The Option shall be exercisable as to the
remaining 49,500 shares at any time commencing April 1, 1998 expiring twelve
(12) months from the date of this Consulting Agreement, as follows: (i) the
Option as to Sixteen Thousand Five Hundred (16,500) shares shall be exercisable
at a purchase price of $4.00 per share, (ii) the Option as to an additional
Sixteen Thousand Five Hundred (16,500) shares shall be exercisable at a purchase
price of $5.00 per share, and (iii) the Option as to the remaining Sixteen
Thousand Five Hundred (16,500) shares shall be exercisable at a purchase price
of $6.00 per share. The purchase price for the exercise of the options is
payable in cash, and the price of the shares of Common Stock shall be paid in
full upon exercise of the options. There are no redemption rights in connection
with the options.
Restrictions Under Securities Laws
The sale of any shares of Common Stock must be made in compliance with
federal and state securities laws. Officers, directors and 10% or greater
stockholders of the Company, as well as certain other persons or parties who may
be deemed to be "affiliates" of the Company under the Federal Securities Laws,
should be aware that resales by affiliates can only be made pursuant to an
effective Registration Statement, Rule 144 or any other applicable exemption.
Officers, directors and 10% and greater stockholders are also subject to the
"short swing" profit rule of Section 16(b) of the Securities Exchange Act of
1934.
<PAGE>
SALES BY SELLING SECURITY HOLDERS
The following table sets forth the name of the Selling Security Holders,
the amount of shares of Common Stock held directly or indirectly or underlying
the maximum number of options to be issued to the Selling Security Holders, the
exercise price for the Options, the amount of Common Stock to be owned by the
Selling Security Holders following sale of such shares of Common Stock and the
percentage of shares of Common Stock to be owned by the Selling Security Holder
following completion of such offering (based on 150,000 shares of Common Stock
of the Company outstanding at August 14, 1997).
<TABLE>
<S> <C> <C> <C> <C> <C>
Estimated Estimated Percentage
Purchase Shares to be Owned
Name of Selling Number of Shares to Exercise Owned After After
Security Holder Shares Owned be Offered Price Offering Offering
Lion Capital Corporation 140,000* 160,000* * 150,000 2.7%
<FN>
* Includes options to purchase 150,000 shares at prices between $4.00 and
$6.00 per share.
</FN>
</TABLE>
DESCRIPTION OF SECURITIES
COMMON STOCK
The authorized capital stock of the Company consists of 40,000,000 shares
of Common Stock, $.001 par value per share of which 5,,529,479 were outstanding
as of August 1, 1997. Holders of the Common Stock do not have preemptive rights
to purchase additional shares of Common Stock or other subscription rights. The
Common Stock carries no conversion rights and is not subject to redemption or to
any sinking fund provisions. All shares of Common Stock are entitled to share
equally in dividends from sources legally available therefor when, as and if
declared by the Board of Directors and, upon liquidation or dissolution of the
Company, whether voluntary or involuntary, to share equally in the assets of the
Company available for distribution to stockholders. All outstanding shares of
Common Stock are validly authorized and issued, fully paid and nonassessable.
PREFERRED STOCK
The Board of Directors has the ability to issue up to 10,000,000 shares of
Preferred Stock in one or more series and to fix the rights, preferences,
privileges, qualifications, limitations and restrictions thereof, including
dividend rights, voting rights, terms of redemption, redemption prices,
liquidation preferences, and the number of shares constituting any series or the
designation of any such series, without further vote or action by the
shareholders. The issuance of Preferred Stock may have the effect of delaying or
preventing a change in control of the Company without further action by the
shareholders. The issuance of Preferred Stock with voting and conversion rights
may adversely affect the voting power of the holders of Common Stock, including
the loss of voting control to others. The Company presently has no shares of
Preferred Stock outstanding.
TRADING
The Company's Common Stock is traded on the NASDAQ SmallCap Market under
the symbol "MDPA." The following sets forth the range of high and low closing
bid prices for the Common Stock as reported on the NASDAQ during each of the
quarters presented. The quotations set forth below are inter-dealer quotations,
without retail mark-ups, mark- downs or commissions and may not necessarily
represent actual transactions.
<PAGE>
High Low
1997
First Quarter (from February 24, 1997) $ 7.563 $ 3.563
Second Quarter $ 5.375 $ 3.188
Third Quarter (through August 8, 1997) $ 4.438 $ 3.375
Company has not paid any cash dividends on its common stock and Company
does not currently intend to declare or pay cash dividends in the foreseeable
future. Company intends to retain any earnings that may be generated to provide
funds for the operation of its business.
TRANSFER AND WARRANT AGENT AND REGISTRAR
The transfer agent and registrar for the securities of the Company is
Florida Atlantic Stock Transfer, Tamarac, Florida.
LEGAL MATTERS
Certain legal matters in connection with the securities being offered
hereby will be passed upon for the Company by Atlas, Pearlman, Trop & Borkson,
P.A., Counsel for the Company, Fort Lauderdale, Florida. Members of Atlas,
Pearlman, Trop & Borkson, P.A. own 20,000 shares of the Company's Common Stock.
INDEMNIFICATION
INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Company has authority under Section 607.0850 of the Florida Business
Corporation Act to indemnify its directors and officers to the extent provided
for in such statute. The Company's Articles of Incorporation provide that the
Company shall indemnify and may insure its officers and directors to the fullest
extent permitted by law.
The provisions of the Florida Business Corporation Act that authorize
indemnification do not eliminate the duty of care of a director, and in
appropriate circumstances equitable remedies such as injunctive or other forms
of non-monetary relief will remain available under Florida law. In addition,
each director will continue to be subject to liability for (i) violations of
criminal laws, unless the director had reasonable cause to believe his conduct
was lawful or had no reasonable cause to believe his conduct was unlawful, (ii)
deriving an improper personal benefit from a transaction, (iii) voting for or
assenting to an unlawful distribution and (iv) willful misconduct or conscious
disregard for the best interests of the Company in a proceeding by or in the
right of the Company to procure a judgment in its favor or in a proceeding by or
in the right of a shareholder. The statute does not affect a director's
responsibilities under any other law, such as the Federal securities laws.
The effect of the foregoing is to require the Company to indemnify the
officers and directors of the Company for any claim arising against such persons
in their official capacities if such person acted in good faith and in a manner
that he reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful.
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers or persons controlling the Company
pursuant to the foregoing provisions, the Company has been informed 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.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The documents listed in (a) through (c) below are incorporated by reference
in the Registration Statement. All documents subsequently filed by the
Registrant pursuant to Section 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 a
post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference in the Registration Statement and to be part
thereof from the date of filing of such documents.
(a) The Company's Prospectus date February 13, 1997
(b) The Company's Quarterly Reports on Form 10-QSB for the quarterly
periods ended December 31, 1997 and March 31, 1997.
(c) All other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the Registrant's
document referred to in (a) above.
(d) The description of the Common Stock of the Company which is contained
in a Registration Statement filed under the Exchange Act, including any
amendment or report filed for the purpose of updating such description.
Item 4. Description of Securities
A description of the Company's securities is set forth in the Prospectus
incorporated as a part of this Registration Statement.
Item 5. Interests of Named Experts and Counsel
Not Applicable.
Item 6. Indemnification of Directors and Officers
The Company has authority under Section 607.0850 of the Florida Business
Corporation Act to indemnify its directors and officers to the extent provided
for in such statute. The Company's Articles of Incorporation provide that the
Company shall indemnify and may insure its officers and directors to the fullest
extent permitted by law.
The provisions of the Florida Business Corporation Act that authorize
indemnification do not eliminate the duty of care of a director, and in
appropriate circumstances equitable remedies such as injunctive or other forms
of non-monetary relief will remain available under Florida law. In addition,
each director will continue to be subject to liability for (i) violations of
criminal laws, unless the director had reasonable cause to believe his conduct
was lawful or had no reasonable cause to believe his conduct was unlawful, (ii)
deriving an improper personal benefit from a transaction, (iii) voting for or
assenting to an unlawful distribution and (iv) willful misconduct or conscious
disregard for the best interests of the Company in a proceeding by or in the
right of the Company to procure a judgment in its favor or in a proceeding by or
in the right of a shareholder. The statute does not affect a director's
responsibilities under any other law, such as the Federal securities laws. The
effect of the foregoing is to require the Company to indemnify the officers and
directors of the Company for any claim arising against such persons in their
official capacities if such person acted in good faith and in a manner that he
reasonably believed to be in or not opposed to the best interests of the
corporation and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful.
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers or persons controlling the Company
pursuant to the foregoing provisions, the Company has been informed 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.
<PAGE>
Item 7. Exemption from Registration Claimed
Inasmuch as the Consultant who will receive the Shares of the Company is
knowledgeable, sophisticated and has access to comprehensive information
relevant to the Company, such transaction was undertaken in reliance on the
exemption from registration provided by Section 4(2) of the Act. As a condition
precedent to such grant, the Consultant is required to express an investment
intent and consent to the imprinting of a restrictive legend on each stock
certificate to be received from the Company except upon sale of the underlying
Shares of Common Stock pursuant to a registration statement.
Item 8. Exhibits
Exhibit Description
(5) Opinion of Atlas, Pearlman, Trop & Borkson, P.A. relating to the
issuance of shares of securities pursuant to the above Consulting Agreement
(23.2) Consents of independent certified public accountants
<PAGE>
Item 9. Undertakings
(1) The undersigned Registrant hereby undertakes:
(a) To file, during any period in which offerings or sales are being made,
a post-effective amendment to this Registration Statement to include any
material information with respect to the plan of distribution not previously
disclosed in the Registration Statement or any material change to such
information in the Registration Statement;
(b) That, for the purposes of determining any liability under the Act, 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; and
(c) 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.
(2) The undersigned Registrant hereby undertakes that, for purposes
of determining any liability under the Act, each filing of the Registrant's
annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act
(and, where applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference
in the Registration Statement shall be deemed to be a new Registration Statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(3) Insofar as indemnification for liabilities arising under the Act may be
permitted to Directors, officers and controlling persons of the Registrant
pursuant to the foregoing provisions, or otherwise, the Registrant has been
advised that in the opinion of the Securities and Exchange Commission, such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses incurred
or paid by a Director, officer or controlling person of the Registrant in the
successful defense of any action, 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.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Boca Raton, and the State of Florida, on the _____
day of August, 1997.
METROPOLITAN HEALTH NETWORKS, INC.
By: /s/ Noel J. Guillama
Noel J. Guillama
Chairman of the Board and President
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
President, Chief Executive
and Operating Officer
(Principal Executive
/s/Noel J. Guillama Operating Officer) and August 14, 1997
Noel J. Guillama Chairman of the Board
Vice President of Finance,
/s/Donald B. Cohen Principal Financial and
Donald B. Cohen Accounting Officer and August 14, 1997
Director
/s/ Robert L. Kagan, M.D. Director August 14, 1997
Robert L. Kagan, M.D.
/s/ Kenneth J. Hall Director August 14, 1997
Kenneth J. Hall
<PAGE>
INDEX TO EXHIBITS
Exhibit Number Description
(5) Opinion of Atlas, Pearlman, Trop & Borkson, P.A.
relating to the issuance of shares of securities
pursuant to the above Consulting Agreement
(10.1) Consulting Agreement dated July 28, 1997 between
the Company and Lion
Capital Corporation
(23.1) Consent of Atlas, Pearlman, Trop & Borkson, P.A.
included in the opinion
filed as exhibit (5) hereto
(23.2) Consents of independent certified public
accountants
Exhibit (5)
Opinion of Atlas, Pearlman, Trop & Borkson, P.A.
relating to the issuance of shares of securities
pursuant to the Consulting Agreement
<PAGE>
ATLAS, PEARLMAN, TROP & BORKSON, P.A.
ATTORNEYS AT LAW
NEW RIVER CENTER o SUITE 1900
200 EAST LAS OLAS BOULEVARD
FORT LAUDERDALE, FLORIDA 33301
TELEPHONE (954) 763-1200
MIAMI (305) 940-7847
WEST PALM BEACH (561) 737-2627
FACSIMILE (954) 766-7800
--------
MAILING ADDRESS:
POST OFFICE BOX 14610
FORT LAUDERDALE, FLORIDA 33302-4610
August 14, 1997
Metropolitan Health Networks, Inc.
5100 Town Center Circle
Suite 560
Boca Raton, Florida 33486
Re: Registration Statement on Form S-8 - Metropolitan Health Networks, Inc.
- - - Common Stock issued pursuant to an Agreement with Advisors
Gentlemen:
This opinion is submitted pursuant to the applicable rules of the
Securities and Exchange Commission (the "Commission") with respect to the
registration by Metropolitan Health Networks, Inc. (the "Company") of an
aggregate of 160,000 shares of Common Stock, par value $.001 per share (the
"Common Stock"), issued pursuant to an Agreement with Lion Capital Corporation
(the "Agreements").
In our capacity as counsel to the Company, we have examined the original,
certified, conformed, photostat or other copies of the Agreements, the Company's
Certificate of Incorporation (as amended), By-Laws and corporate minutes
provided to us by the Company. In all such examinations, we have assumed the
genuineness of all signatures on original documents, and the conformity to
originals or certified documents of all copies submitted to us as conformed,
photostat or other copies. In passing upon certain corporate records and
documents of the Company, we have necessarily assumed the correctness and
completeness of the statements made or included therein by the Company and we
express no opinion thereon.
Based upon and in reliance of the foregoing, we are of the opinion that the
shares of Common Stock when issued in accordance with the terms of the
Agreement, will be validly issued, fully paid and non-assessable. We hereby
consent to the use of this opinion in the Registration Statement on Form S-8 to
be filed with the Commission. Very truly yours,
ATLAS, PEARLMAN, TROP & BORKSON, P.A.
/s/ Atlas, Pearlman, Trop & Borkson, P.A.
Exhibit (10.1)
Consulting Agreement dated July 29, 1997 between
the Company and Lion Capital Corporation
<PAGE>
July 29, 1997
Mr. Noel Guillama
Metropolitan Health Networks, Inc.
5100 Town Center Circle
Suite 560
Boca Raton, FL 33486-1008
Re: Consulting Agreement
Dear Mr. Guillama:
Formalizing our earlier discussions and superceding any other
consulting agreements or understandings, this is to acknowledge and confirm the
terms of our Consulting Agreement ("Consulting Agreement") as follows:
1. Appointment of Lion Capital Corporation. Metropolitan
Health Networks, Inc. (the "Company") hereby engages Lion
Capital Corporation ("Lion Capital" or "Consultant"), with its
principal address of 2255 Glades Road, Suite 321A, Boca Raton,
Florida 33431, and Lion Capital hereby agrees to render services
to the Company as a special consultant and advisor.
2. Duties. During the term of this Agreement Lion Capital shall provide
advice to, undertake for and consult generally with the Company concerning the
following and related services: (i) further development and enhancement of
current operations and recommendations with regard to additional services and
geographic and service expansion; (ii) research, evaluation, due diligence and
negotiations with respect to strategic partners, joint ventures, acquisitions,
and other venture partners; (iii) evaluate, introduce, negotiate and facilitate
the sources of credit, banking relations and related financial opportunities;
(iv) conduct market surveys and studies and provide general marketing
assistance; (v) assist and advise the Company with respect to shareholder and
investor relations; and (vi) assist the Company in the preparation of reports to
its shareholders and investors.
3. Duties of the Company.
(a) The Company shall supply Lion Capital, on a regular and
timely basis, with all approved data and information about the Company,its
management, its services and its operations, and the Company shall be
responsible for advising the Consultant of any facts which would affect the
accuracy of any prior data and information previously supplied to the Consultant
so that the Consultant may take corrective action.
(b) The Company shall promptly supply the Consultant with:
full and complete copies of all filings with all federal and state securities
agencies; full and complete copies of all shareholder reports and
communications, whether or not prepared with the Consultant's assistance; all
data and information supplied to any analyst, broker-dealer, market maker or
other member of the financial community; and all product/services brochures,
sales materials, etc.
(c) The Company shall contemporaneously notify the Consultant
if any information or data being supplied to the Consultant has not been
generally released or promulgated.
4. Term. The term of this Consulting Agreement shall be
for a twelve-month period commencing on the date hereof.
<PAGE>
5. Compensation. As compensation for its services rendered hereunder,
Lion Capital shall be issued ten thousand (10,000) shares (the "Shares") of
Common Stock and an option ("Option") to purchase an additional 150,000 shares
of Common Stock. The Option shall be exercisable as to the first 100,500 shares
at any time during the twelve (12) month period commencing on the date of this
Consulting Agreement, as follows: (i) the Option as to Thirty-Three Thousand
Five Hundred (33,500) shares shall be exercisable at a purchase price of $4.00
per share, (ii) the Option as to an additional Thirty-Three Thousand Five
Hundred (33,500) shares shall be exercisable at a purchase price of $5.00 per
share, and (iii) the Option as to the remaining Thirty-Three Thousand Five
Hundred (33,500) shares shall be exercisable at a purchase price of $6.00 per
share. The Option shall be exercisable as to the remaining 49,500 shares at any
time commencing April 1, 1998 expiring twelve (12) months from the date of this
Consulting Agreement, as follows: (i) the Option as to Sixteen Thousand Five
Hundred (16,500) shares shall be exercisable at a purchase price of $4.00 per
share, (ii) the Option as to an additional Sixteen Thousand Five Hundred
(16,500) shares shall be exercisable at a purchase price of $5.00 per share, and
(iii) the Option as to the remaining Sixteen Thousand Five Hundred (16,500)
shares shall be exercisable at a purchase price of $6.00 per share.
6. Expenses. Lion Capital shall not be entitled to reimbursement by
the Company of out-of-pocket expenses as Lion Capital may incur in
performing services under this Consulting Agreement, unless approved in advance
in writing by the Company.
7. Registration. The Company agrees to provide Lion Capital with
registration rights at the Company's cost and expense and include the Shares,and
the shares underlying the Options in a registration statement to be filed by the
Company with the Securities and Exchange Commission within the proximate future.
8. Confidentiality. Lion Capital will not disclose to any other person,
firm or corporation, nor use for its own benefit, during or after the term of
this Consulting Agreement, any trade secrets or other information desnated as
confidential by the Company which is aquired by Lion Capital in the course of
its performing services hereunder. (A trade secret is information not generally
known to the trade which gives the Company an advantage over its competitors.
Trade secrets can include, by way of example, products or services under
development, production methods and processes, sources of supply, customer
lists, marketing plans and information concering the file of pendency of patent
applications). Any management advice renderd bty Lion Capital pursuant to the
Consulting Agreement may not be disclosed publicly in any manner without the
pior written approval of Lion Capital.
9. Indemnification. The Company agrees to indemnify and hold Lion Capital
Harmless from and against all losses, claims, damages, liabilities, costa or
expenses (including reasonable attorneys' fees (collectively the "Liabilities")
joint and several, arising out of the performance of this Consulting Agreement,
whether or not Lion Capital is a part to such dispute. This indemnity shall not
apply, however, and Lion Capital shall indemnify and hold the Company, its
affiliates, control persons, officers, employees and agents harmless from and
against all liabilities, where a court of competent jurisdiction has made a
final determination that Lion Capital engaged in gross negligence or willful
misconduct in the performance of its services hereunder which gave rise to the
losses, claim, damage, liability, cost or wxpense sought to be recovered
hereunder (but pending any such final determination, the indemnification and
reimbursement provision of this Consulting Agreement shall apply and the Company
shall perform its obligations hereunder to reimburse Li0on Capital for its
expenses.) The provisions of this paragraph 10 shall servive the termination and
expiration of this Consulting Agreemnent.
<PAGE>
10. Independent Contractor. Lion Capital and the Company hereby acknowledge
that Lion Capital is an independent contractor. Lion Capital shall not hold
itself out as, nor shall it take any action from whhich others might infer, that
it is a partner of, agent of or a joint venturer of the Company.
11. Miscellanous. This Consulting Agreement sets forth the entire
understanding of the partiesrelating to the subject matter hereof, and
supersedes and cancels any prior communications, understandings and agreemnets
between the parties. This Consulting Agreement cannot be modified or changed,
nor can any of its provisions bewaived, except by written agreemnet signed by
all parties. This Consulting Agreement shall be governed by the laws of the
State of Florida. In the event of any dispute as to the terms of this Consulting
Agreemnet, the prevailing party in any litigation shall be entitled to
reasonable sttorneys' fees. This Agreement may be executed in counterparts, each
of which constitutes an original.
Please confirm that the foregoing correctly sets forth our understanding by
siging the enclosed copy of this letter where provide and returning it to us at
your earlieest convenience.
Very truly yours,
LION CAPITAL CORPORATION
By:___/S/Debra Kevokian________
Title:_President_______________
ACCEPTED AND AGREES TO as of
the 28th day of July, 1997
METROPOLITAN HEALTH NETWORKS, INC.
By:/s/ Noel J. Guillama
Noel J. Guillama, President
Exhibit (23.2)
Consents of independent certified public accountants
<PAGE>
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We hereby consent to the use in this Registration Statement on Form S-8 of
Metropolitan Health Networks, Inc. of our report dated August 12, 1996 to the
financial statements of Metropolitan Health Networks, Inc.
Kaufman, Rossin & Co., PA
Miami, Florida
August 12, 1997
<PAGE>
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We hereby consent to the use in this Registration Statement on Form S-8 of our
report dated July 25, 1996, relating to the financial statements of Datascan of
Florida, Inc., which appears on page 53 of the Metropolitan Health Networks,
Inc. Prospectus dated February 13, 1997.
GOLDSTEIN LEWIN & CO.
Boca Raton, Florida
August 13, 1997
<PAGE>
JESSE SMALL, P.A
CERTIFIED PUBLIC ACCOUNTS
409 WEST HALLANDALE BEACH BOULEVARD - SUITE #415
HALLANDALE, FLORIDA 33009 .
BROWARD (954) 458-2343
FAX (954) 458-1056
August 13, 1997
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNT
We hereby consent to the use of this Registration Statement on Form SB-2 of
our report dated August 20, 1996 relating to the financial statements of General
Medical Associates, Inc., and subsidiaries, and to the reference to our Firm
under the caption "Experts" in the Prospectus.
Jesse Small, C.P.A.
Hallandale, Florida
August 13, 19970*
