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As filed with the Securities and Exchange Commission on August 4, 1997
Registration No: 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Educational Medical, Inc.
-------------------------
(Exact name of registrant as specified in its charter)
Delaware 65-0038445
-------------------------------- -------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1327 Northmeadow Parkway, Suite 132, Roswell, Georgia 30076
----------------------------------------------------- -------------------
(Address of Principal Executive Offices) (Zip Code)
1996 Performance Incentive Plan and
Non-Employee Director Stock Option Plan
---------------------------------------
(Full title of the Plan)
Gary D. Kerber, President
Educational Medical, Inc.
1327 Northmeadow Parkway, Suite 132
Roswell, Georgia 30076
----------------------
Name and address for agent for service)
(770)-475-9930
--------------
(Telephone number, including area code, for agent for service)
Copies to:
Morris C. Brown, Esq.
Greenberg Traurig Hoffman Lipoff Rosen & Quentel, P.A.
777 South Flagler Drive, Suite 310-East Tower
West Palm Beach, Florida 33401
(561)-650-7928
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF SECURITIES AMOUNT TO BE OFFERING PRICE PER AGGREGATE OFFERING AMOUNT OF
TO BE REGISTERED REGISTERED(1) SHARE(2)(3) PRICE(2)(3) REGISTRATION FEE
- --------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, Par
Value $.01 153,334 $ 2.40(2) $ 368,001.60(2) $ 111.52
- --------------------------------------------------------------------------------------------------------
Common Stock, Par
Value $.01 175,000 $ 3.60(2) $ 630,000.00(2) $ 190.91
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Common Stock, Par
Value $.01 33,333 $ 4.00(2) $ 133,332.00(2) $ 40.41
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Common Stock, Par
Value $.01 37,833 $ 8.50(2) $ 321,580.50(2) $ 97.45
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Common Stock, Par
Value $.01 335,000 $10.00(2) $ 3,350,000.00(2) $ 1,015.16
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Common Stock, Par
Value $.01 30,500 $11.50(2) $ 350,750.00(2) $ 106.29
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Common Stock, Par
Value $.01 196,666 $ 7.06(3) $ 1,388,461.96(3) $ 420.74
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Common Stock, Par
Value $.01 100,000 $10.00(2) $ 1,000,000.00(2) $ 303.03
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Common Stock, Par
Value $.01 100,000 $ 7.06(3) $ 706,000.00(3) $ 213.93
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TOTAL: 1,161,666 NA $ 8,248,126.06 $ 2,499.44
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</TABLE>
(1) The number of shares stated is the aggregate number of shares of Common
Stock to be issued upon the exercise of options granted or to be granted
under the 1996 Performance Incentive Plan (600,000), the Non-Employee
Director Stock Option Plan (200,000), and individual outstanding options
granted by the Company pursuant to individual employee benefit plans which
options were exchanged for options under the 1996 Performance Incentive
Plan subsequent to its adoption (361,666).
(2) Estimated in accordance with Rule 457(h) under the Securities Act of
1933, as amended (the "Act") solely for the purpose of calculating the
total registration fee. Computation based upon the exercise price of
options to purchase common stock.
(3) Estimated in accordance with Rule 457(c) under the Act solely for the
purpose of calculating the total registration fee. Computation based upon
the average of the high and low prices of the Common Stock as reported on
the Nasdaq Stock Market on July 29, 1997 because the price at which the
options to be granted in the future may be exercised is not currently
determinable.
In addition, pursuant to Rule 416(c) under the Act, this registration statement
also covers an indeterminate amount of interests to be offered or sold pursuant
to the employee benefit plan(s) described herein and shares of Common Stock of
the Company issuable to prevent dilution resulting from stock splits, stock
dividends or similar transactions.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
ITEM 1. PLAN INFORMATION.
Information required by Item 1 to be contained in the Section 10(a)
prospectus is omitted from this Registration Statement in accordance with Rule
428 under the Securities Act of 1933 and the Note to Part I of Form S-8.
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.
Information required by Item 2 to be contained in the Section 10(a)
prospectus is omitted from this Registration Statement in accordance with Rule
428 under the Securities Act of 1933 and the Note to Part I of Form S-8.
PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
1. The following documents, which have been filed by the registrant with
the Securities and Exchange Commission (the "Commission"), File Number
000-21567, pursuant to the Securities Exchange Act of 1934 (the "Exchange
Act"), are incorporated by reference into this Registration Statement:
(a) The Company's Annual Report on Form 10-K for the fiscal year
ended March 31, 1997, filed with the Commission on June 30, 1997;
(b) The Company's Proxy Statement on Schedule 14a dated July 29,
1997, filed with the Commission July 30, 1997; and
(c) The description of the registrant's Common Stock contained in
the registrant's Registration Statement on Form 8-A/A filed with the
Commission on October 18, 1996.
2. All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of 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 this Registration Statement and to be a part
hereof from the respective date of filing of such documents. Any statement
contained in a document incorporated by reference herein is modified or
superseded for all purposes to the extent that a statement contained in this
Registration Statement or in any other subsequently filed document which is
incorporated by reference modifies or supersedes such statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The legality of the Common Stock offered hereby will be passed upon for
the Company by the law firm of Greenberg Traurig Hoffman Lipoff Rosen &
Quentel, PA., the Company's general counsel. Morris C. Brown, a shareholder of
the firm, is the Secretary for the Company and owns options to purchase 8,333
shares of Common Stock.
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ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the General Corporation Law of the State of Delaware
provides for the indemnification of officers and directors under certain
circumstances against expenses incurred in successfully defending against a
claim and authorizes Delaware corporations to indemnify their officers and
directors under certain circumstances against expenses and liabilities incurred
in legal proceedings involving such persons because of their being or having
been an officer or director.
Section 102(b) of the Delaware General Corporation Law permits a
corporation, by so providing in its certificate of incorporation, to eliminate
or limit director's liability to the corporation and its stockholders for
monetary damages arising out of certain alleged breaches of their fiduciary
duty. Section 102(b)(7) provides that no such limitation of liability may
affect a director's liability with respect to any of the following: (i)
breaches of the director's duty of loyalty to the corporation or its
stockholders; (ii) acts or omissions not made in good faith or which involve
intentional misconduct or knowing violations of law; (iii) liability for
dividends paid or stock repurchased or redeemed in violation of Section 174 of
the Delaware General Corporation Law; or (iv) transactions from which directors
derived an improper personal benefit. Section 102(b)(7) does not authorize any
limitation on the ability of the corporation or its stockholders to obtain
injunctive relief, specific performance or other equitable relief against
directors.
Article Sixth of the registrant's Restated Certificate of Incorporation
provides that "a director of the Corporation shall not be personally liable to
the Corporation or its stockholders for monetary damages for breach of
fiduciary duty as a director, except for liability (i) for breach of the
director's duty of loyalty to the corporation or its stockholders, (ii) for
acts or omissions not in good faith or which involve intentional misconduct or
a knowing violation of law, (iii) under Section 174 of the Delaware General
Corporation Law, or (iv) for any transaction from which the director derived
any improper personal benefit. If the Delaware General Corporation Law is
amended after the date of incorporation of the Corporation to authorize
corporate action further eliminating or limiting the personal liability of
directors, then the liability of a director of the Corporation shall be
eliminated or limited to the fullest extent permitted by the Delaware General
Corporation Law, as so amended." Any repeal or modification of this provision
by the stockholders of the Company shall not adversely affect any right or
protection of a director of the Company existing at the time of such repeal or
modification.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
The Company granted certain of its employees, consultants, advisors and
directors options under the Plans pursuant to the exemption from registration
under the Securities Act of 1933 provided by Section 4(2) thereof.
ITEM 8. EXHIBITS.
4.1 1996 Performance Incentive Plan (incorporated by reference
from Exhibit 10.53 to Amendment No. 1 to Registration Statement on
Form S-1 filed with the Commission on August 8, 1996).
4.2* Form of Incentive Stock Option Agreement.
4.3 Non-Employee Director Stock Option Plan (incorporated by
reference from Exhibit 10.54 to Amendment No. 1 to Registration
Statement on Form S-1 filed with the Commission on August 8, 1996).
4.4* Form of Non-Employee Director Stock Option Agreement.
4.5* Form of Non-Qualified Stock Option Agreement covering options
not granted under either the 1996 Performance Incentive Plan or the
Non-Employee Director Stock Option Plan.
5.1* Opinion of Greenberg Traurig Hoffman Lipoff Rosen & Quentel, P.A.
23.1* Consent of Ernst & Young LLP.
23.2* Consent of Greenberg Traurig Hoffman Lipoff Rosen & Quentel,
P.A. (contained in Exhibit 5.1).
23.3* Consent of Winther, Stave & Co., L.L.P.
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24.1* Powers of Attorney (included in the signature page of this
Registration Statement).
*Filed with this Registration Statement.
ITEM 9. UNDERTAKINGS.
(a) 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:
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 the
Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering
thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.
(b) 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 15(d) of
the Securities Exchange Act of 1934 (and, where applicable, each filing
of an employee benefit plan's annual report pursuant to Section 15(d) of
the 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.
(c) The undersigned registrant hereby undertakes to deliver or cause to
be delivered with the prospectus, to each person to whom the prospectus
is sent or given, the latest annual report to security holders that is
incorporated by reference in the prospectus and furnished pursuant to and
meeting the requirements of Rule 14a-3 or Rule 14c-3 under the Securities
Exchange Act of 1934; and, where interim financial information required
to be presented by Article 3 of Regulation S-X are not set forth in the
prospectus, to deliver, or cause to be delivered to each person to whom
the prospectus is sent or given, the latest quarterly report that is
specifically incorporated by reference in the prospectus to provide such
interim financial information.
(d) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing
provisions, or otherwise, the registrant has been advised that in the
opinion of the Commission such indemnification is against public policy
as expressed in the Securities 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
Securities Act of 1933 and will be governed by the final adjudication of
such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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 Roswell, State of Georgia, on this 4th day of
August 1997.
EDUCATIONAL MEDICAL, INC. (Registrant)
By: /s/ Gary D. Kerber
------------------------------------
Gary D. Kerber
Chairman of the Board, President and
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints GARY D. KERBER his true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution
for him and in his name, place and stead, in any and all capacities, to sign
any and all amendments (including post-effective amendments) to this
registration statement, and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorney-in-fact and agent full power and
authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorney-in-fact and agent or his substitute may lawfully do or cause
to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons on behalf of
the registrant and in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
<S> <C> <C>
/s/ Gary D. Kerber President, Chief Executive Officer, August 4, 1997
-------------------------- and Chairman of the Board
Gary D. Kerber (Principal Executive Officer)
/s/ Vince Pisano Vice President and Chief August 4, 1997
-------------------------- Financial Officer
Vince Pisano
/s/ Robert J. Cresci Director August 4, 1997
--------------------------
Robert J. Cresci
/s/ Carl S. Hutman Director August 4, 1997
--------------------------
Carl S. Hutman
/s/ W. Patrick Ortale, III Director August 4, 1997
--------------------------
W. Patrick Ortale, III
/s/ Richard E. Kroon Director August 4, 1997
--------------------------
Richard E. Kroon
</TABLE>
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EXHIBIT 4.2
OPTION AGREEMENT FOR THE PURCHASE
OF RESTRICTED STOCK
Agreement dated as of __________ between Educational Medical, Inc., a
Delaware corporation (the "Company") and the employee executing this Agreement
(the "Employee").
Preliminary Statement
This Agreement sets forth the terms pursuant to which the
Employee shall have the right to purchase from the Company a total of ______
shares of common stock of the Company, $.01 par value (the "Common Stock"), and
the terms pursuant to which the Company has the right to repurchase such Common
Stock, or a portion of it, under certain circumstances.
NOW, THEREFORE, for good and valuable consideration, the
receipt of which is hereby acknowledged, the parties to this Agreement agree as
follows:
1. Definitions. As used in this Agreement, the following
terms shall have the following respective meanings:
(a) Effective Time of Termination of Employment. For
purposes of this Agreement, unless the Company otherwise agrees in writing,
Termination of Employment shall be effective upon the giving of written or oral
notice of such Termination to the Employee.
(b) Expiration Date, with respect to any Optioned Shares
shall mean 5 p.m. Eastern Standard Time on the fifth anniversary of the date
upon which such Shares became Vested Shares. With respect to Unvested Shares,
the Expiration Date shall also mean (i) the Effective Time of Termination of
Employment or (ii) the date of death of the Employee. With respect to Vested
Shares, the Expiration Date shall also mean (i) 5 p.m. Eastern Standard Time on
the 45th day following the Effective Time of Termination of Employment or (ii)
5 p.m. Eastern Standard Time on the 120th day following the death of the
Employee.
(c) Optioned Stock or Option Shares shall mean the Shares
of Common Stock of the Company which the Employee may purchase pursuant to the
terms of this Agreement.
(d) Purchase Price shall mean $_____ for each share of
Common Stock.
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EXHIBIT 4.2
(e) Termination of Employment shall mean the termination by
the Company of the employment of the Employee for any reason whatsoever or the
voluntary termination by the Employee of her employment with the Company.
(f) Unvested Shares shall mean any shares of Optioned Stock
which are not Vested Shares.
(g) Vested Shares shall mean (i) ____ shares of Optioned
Stock as of ________, (ii) an additional ___ shares of Optioned Stock
commencing with and including ________, (iii) an additional ___ shares of
Optioned Stock commencing with and including ________, (iv) an additional ___
shares of Optioned Stock commencing with and including ________, and (v) an
additional ___ shares of Optioned Stock commencing ________.
2. Grant of Option to Employee. Simultaneously with the
execution and delivery of this Agreement, the Employee is granted the option
(the "Option") to purchase the Optioned Stock for a purchase price of $____ per
share, upon the terms and conditions set forth in this Agreement.
3. Exercise of Option. The Option provided for in this
Agreement may be exercised only by the Employee or, in the event of the
Employee's death, any duly qualified representative of her estate, and only
with respect to any Vested Shares. It may be exercised in whole at any time or
in part from time to time prior to the Expiration Date. No fractional shares
of Common Stock will be issued. The Employee may exercise this purchase right
by giving written notice of such exercise at the general corporate offices of
the Company located at 1327 Northmeadow Parkway, Suite 132, Roswell, Georgia
30076 (or at such other agency or office of the Company as it may designate by
notice in writing to the Employee) and by payment to the Company of the
Purchase Price in cash or by check for each Vested Share being purchased. In
the event of any exercise of the Options provided for in this Agreement,
certificates for the shares of Common Stock so purchased, registered in the
name of the person entitled to receive the same, shall be delivered to the
Employee within a reasonable time, not exceeding ten days after the Option
shall have been so exercised. The person in whose name any certificates for
shares of Common Stock is issued upon exercise of any Option shall for all
purposes be deemed to have become the holder of record of such shares on the
date on which the Option was surrendered and payment of the Purchase Price
made, irrespective of the date of delivery of such certificate, except that, if
the date of such surrender and payment is a date when the stock transfer books
of the Company are closed, such person shall be deemed to have become the
holder of record of such shares at the close of business on the next succeeding
date on which the stock transfer books are open.
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EXHIBIT 4.2
4. Adjustment of Number of Option Shares.
(a) If, at any time after the date of this Agreement, the
number of shares of Common Stock outstanding is increased by a stock dividend
payable in shares of Common Stock or by a subdivision or split-up of shares of
Common Stock, then, following the record date fixed for the determination of
holders of Common Stock entitled to receive such stock dividend, subdivision or
split-up, the Purchase Price shall be appropriately decreased and the number of
shares of Optioned Stock thereafter issuable on exercise of the Option shall be
increased in proportion to such increase in outstanding shares.
(b) If, at any time after the date of this Agreement, the
number of shares of Common Stock outstanding is decreased by a combination of
the outstanding shares of Common Stock, then, following the record date for
such combination, the Purchase Price shall be appropriately increased and the
number of shares of Common Stock issuable on exercise of this Option shall be
decreased in proportion to such decrease in outstanding shares.
5. Representations, Warranties and Agreements of the Employee
with respect to registration of the sale of the Optioned Stock and Continued
Applicability of Agreement. The Employee hereby represents and warrants to the
Company that the Optioned Stock will be acquired for the Employee's own
account, for investment purposes and not with a view to the distribution
thereof, nor with any intention of making such distribution at the time the
Option is exercised. The Employee understands that the sale of the Employee of
Optioned Stock has not been registered under the Securities Act of 1933, as
amended (the "Securities Act"), by reason of its proposed issuance in a
transaction exempt from the registration requirements of the Securities Act and
that the Optioned Stock must be held indefinitely unless a subsequent
disposition thereof is registered under the Securities Act or the transaction
is exempt from registration. In connection with the foregoing, the Employee
also agrees that the issuance of all or any portion of the Optioned Stock is
subject to the receipt by the Company at the time of its issuance of an opinion
of its counsel that the issuance of such shares is exempt from registration
pursuant to an exemption provided for in the Securities Act, and that the
Company will not be liable for any damages incurred by Employee in the event
such an opinion cannot reasonably be optioned.
6. No Right to Employment. This Agreement shall not entitle
the Employee to any right or claim to be employed as an employee of the Company
or limit the right of the Company to terminate the employment of the Employee
or to change the terms of such employment.
7. Legends. Unless issued pursuant to an effective
Registration Statement filed pursuant to the provisions of the Securities Act
of 1933, all stock certificates representing Optioned Stock issued to the
Employee shall have affixed thereto a legend substantially in the following
form:
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EXHIBIT 4.2
"THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE
BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933. THESE
SECURITIES MAY NOT BE SOLD OR TRANSFERRED IN THE
ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM
UNDER SAID ACT. THE SALE, TRANSFER, ASSIGNMENT,
PLEDGE OR ENCUMBRANCE OF THE SECURITIES REPRESENTED BY
THIS CERTIFICATE ARE SUBJECT TO THE TERMS AND
CONDITIONS OF AN OPTION AGREEMENT FOR THE PURCHASE OF
RESTRICTED STOCK BETWEEN EDUCATIONAL MEDICAL, INC. AND
ONE OF ITS EMPLOYEES. COPIES OF SUCH AGREEMENT MAY BE
OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE
HOLDER OF RECORD OF THIS CERTIFICATE TO THE SECRETARY
OF EDUCATIONAL MEDICAL, INC."
8. Notices. All notices or other communications which are
required or permitted hereunder shall be in writing and sufficient if delivered
personally or sent by air courier or first class or certified mail addressed as
follows:
If to the Employee: At the address specified at the foot of this Agreement
If to the Company: Educational Medical, Inc.
1327 Northmeadow Parkway
Suite 132
Roswell, GA 33076
Attn: President
With a copy to: Greenberg, Traurig, Hoffman, Lipoff,
Rosen & Quentel, P.A.
777 S. Flagler Drive, Suite 310-East Tower
West Palm Beach, FL 33401
Attn: Morris C. Brown
or to such other address as the party to whom notice is to be given may have
furnished to the other party in writing in accordance herewith. All notices
and other communications given to any party hereto in accordance with the
provisions of this Agreement shall be deemed to have been given on the date of
delivery if personally delivered; on the business day after the date when sent
if sent by air courier; and on the third business day after the date when sent
if sent by mail, in each case addressed to such party as provided in this
Section or in accordance with the latest unrevoked direction from such party.
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EXHIBIT 4.2
9. Governing Law. This Agreement shall be governed by, and
construed in accordance with, (a) the laws of the State of Georgia applicable
to contracts made and to be performed wholly therein and (b) the laws of the
State of Delaware applicable to corporations organized under the laws of such
state.
10. Entire Agreement. This Agreement contains the entire
agreement between the parties hereto with respect to the transactions
contemplated herein and supersedes all previously written or oral negotiations,
commitments, representations and agreements.
11. Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original, but all of which shall
constitute one and the same instrument.
12. Amendments. This Agreement, or any provisions hereof, may
not be amended, changed or modified without the prior written consent of each
of the parties hereto.
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed and delivered as of the date first above written.
EDUCATIONAL MEDICAL, INC.
By:__________________________
Authorized Signatory
ACCEPTED AND AGREED TO:
[EMPLOYEE NAME]
______________________________
[ADDRESS OF EMPLOYEE]
______________________________
______________________________
______________________________
______________________________
[Please type or print clearly your
home address.]
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EXHIBIT 4.4
OPTION AGREEMENT FOR THE PURCHASE
OF RESTRICTED STOCK
Agreement dated as of ______________ between Educational Medical, Inc., a
Delaware corporation (the "Company") and the Non-Employee Director executing
this Agreement (the "Director").
Preliminary Statement
This Agreement sets forth the terms pursuant to which the Director shall
have the right to purchase from the Company a total of _________ shares of
common stock of the Company, $.01 par value (the "Common Stock"), and the terms
pursuant to which the Company has the right to repurchase such Common Stock, or
a portion of it, under certain circumstances.
NOW, THEREFORE, for good and valuable consideration, the receipt of which
is hereby acknowledged, the parties to this Agreement agree as follows:
1. Definitions. As used in this Agreement, the following terms shall have
the following respective meanings:
(a) Effective Time of Termination of Service. For purposes of this
Agreement, Termination of Service shall be effective upon (1) the receipt by
the Company of the Director's written notice of resignation or at a later time
set forth in the notice of resignation; (2) removal of Director based upon a
vote of the holders of a majority of the shares entitled to vote at an election
of Directors cast at a meeting of the stockholders called for that purpose; (3)
death; or (4) disability requiring termination of membership on the Board of
Directors.
(b) Expiration Date, with respect to any Optioned Shares, shall mean 5
p.m. Eastern Standard Time on the fifth anniversary of the date upon which the
right to purchase such Optioned Shares was granted. With respect to Unvested
Shares, the Expiration Date shall also mean (i) the Effective Time of
Termination of Service or (ii) the date of death of the Director. With respect
to Vested Shares, the Expiration Date shall also mean (i) 5 p.m. Eastern
Standard Time on the 60th day following the Effective Time of Termination of
Service or (ii) 5 p.m. Eastern Standard Time on the last day of the twelfth
month following the death or disability of the Director.
(c) Optioned Stock or Option Shares shall mean the Shares of Common
Stock of the Company which the Director may purchase pursuant to the terms of
this Agreement.
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EXHIBIT 4.4
(d) Purchase Price shall mean $_________ for each share of Common Stock.
(e) Sell, as to any share of Optioned Stock, shall mean to sell, or in
any other way directly or indirectly transfer, assign, distribute, encumber or
otherwise dispose of, either voluntarily or involuntarily.
(f) Termination of Service shall mean the voluntary termination of
membership on the Board of Directors by the Director for any reason whatsoever
or termination of service due to removal by stockholder vote, death or
disability.
(g) Unvested Shares shall mean any shares of Optioned Stock which are
not Vested Shares.
(h) Vested Shares shall mean _______ shares which shall vest on
_________________.
2. Grant of Option to Director. Simultaneously with the execution and
delivery of this Agreement, the Director is granted the option (the "Option")
to purchase the Optioned Stock for a Purchase Price of $______ per share, upon
the terms and conditions set forth in this Agreement.
3. Exercise of Option. The Option provided for in this Agreement may be
exercised only by the Director or, in the event of the Director's death, any
duly qualified representative of his estate, and only with respect to any
Vested Shares. It may be exercised in whole at any time or in part from time
to time prior to the Expiration Date. No fractional shares of Common Stock
will be issued. The Director may exercise this purchase right by giving
written notice of such exercise at the general corporate offices of the Company
located at 1327 Northmeadow Parkway, Suite 132, Roswell, Georgia 30076 (or at
such other agency or office of the Company as it may designate by notice in
writing to the Director) and by payment to the Company of the Purchase Price in
cash or by check for each Vested Share being purchased. In the event of any
exercise of the Options provided for in this Agreement, certificates for the
shares of Common Stock so purchased, registered in the name of the person
entitled to receive the same, shall be delivered to the Director within a
reasonable time, not exceeding ten days after the Option shall have been so
exercised. The person in whose name any certificates for shares of Common
Stock is issued upon exercise of any Option shall for all purposes be deemed to
have become the holder of record of such shares on the date on which the Option
was surrendered and payment of the Purchase Price made, irrespective of the
date of delivery of such certificate, except that, if the date of such
surrender and payment is a date when the stock transfer books of the Company
are closed, such person shall be deemed to have become the holder of record of
such shares at the close of business on the next succeeding date on which the
stock transfer books are open.
2
<PAGE> 3
EXHIBIT 4.4
4. Adjustment of Number of Option Shares.
(a) If, at any time after the date of this Agreement, the number of
shares of Common Stock outstanding is increased by a stock dividend payable in
shares of Common Stock or by a subdivision or split-up of shares of Common
Stock, then, following the record date fixed for the determination of holders
of Common Stock entitled to receive such stock dividend, subdivision or
split-up, the Purchase Price shall be appropriately decreased and the number of
shares of Optioned Stock thereafter issuable on exercise of the Option shall be
increased in proportion to such increase in outstanding shares.
(b) If, at any time after the date of this Agreement, the number of
shares of Common Stock outstanding is decreased by a combination of the
outstanding shares of Common Stock, then, following the record date for such
combination, the Purchase Price shall be appropriately increased and the number
of shares of Common Stock issuable on exercise of this Option shall be
decreased in proportion to such decrease in outstanding shares.
5. Representations, Warranties and Agreements of the Director with Respect
to Registration of the Sale of the Optioned Stock and Continued Applicability
of Agreement. The Director hereby represents and warrants to the Company that
the Optioned Stock will be acquired for the Director's own account, for
investment purposes and not with a view to the distribution thereof, nor with
any intention of making such distribution at the time the Option is exercised.
The Director understands that the sale by the Director of Optioned Stock has
not been registered under the Securities Act of 1933, as amended (the
"Securities Act"), by reason of its proposed issuance in a transaction exempt
from the registration requirements of the Securities Act and that the Optioned
Stock must be held indefinitely unless a subsequent disposition thereof is
registered under the Securities Act or the transaction is exempt from
registration. In connection with the foregoing, the Director also agrees that
the issuance of all or any portion of the Optioned Stock is subject to the
receipt by the Company at the time of its issuance of an opinion of its counsel
that the issuance of such shares is exempt from registration pursuant to an
exemption provided for in the Securities Act, and that the Company will not be
liable for any damages incurred by Director in the event such an opinion cannot
reasonably be obtained.
6. No Right to Employment. This Agreement shall not entitle the Director
to any right or claim to be employed as an employee of the Company.
7. Legends. Unless issued pursuant to an effective Registration Statement
filed pursuant to the provisions of the Securities Act of 1933, all stock
certificates representing Optioned Stock issued to the Director shall have
affixed thereto a legend substantially in the following for:
3
<PAGE> 4
EXHIBIT 4.4
"THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE
BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933. THESE
SECURITIES MAY NOT BE SOLD OR TRANSFERRED IN THE
ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION
THEREFROM UNDER SAID ACT. THE SALE, TRANSFER,
ASSIGNMENT, PLEDGE OR ENCUMBRANCE OF THE SECURITIES
REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE
TERMS AND CONDITIONS OF AN OPTION AGREEMENT FOR THE
PURCHASE OF RESTRICTED STOCK BETWEEN EDUCATIONAL
MEDICAL, INC. AND ONE OF ITS DIRECTORS. COPIES OF
SUCH AGREEMENT MAY BE OBTAINED AT NO COST BY WRITTEN
REQUEST MADE BY THE HOLDER OF RECORD OF THIS
CERTIFICATE TO THE SECRETARY OF EDUCATIONAL MEDICAL,
INC."
8. Notices. All notices or other communications which are required or
permitted hereunder shall be in writing and sufficient if delivered personally
or sent by air courier or first class or certified mail addressed as follows:
If to the Director: At the address specified at the foot of this
Agreement
<TABLE>
<S> <C>
If to the Company: Educational Medical, Inc.
1327 Northmeadow Parkway, Suite 132
Roswell, GA 33076
Attn: President
With a copy to: Greenberg Traurig Hoffman Lipoff Rosen &
Quentel, P.A.
777 S. Flagler Drive, Suite 310-East Tower
West Palm Beach, FL 33401
Attn: Morris C. Brown
</TABLE>
or to such other address as the party to whom notice is to be given may have
furnished to the other party in writing in accordance herewith. All notices
and other communications given to any party hereto in accordance with the
provisions of this Agreement shall be deemed to have been given on the date of
delivery if personally delivered; on the business day after the date when sent
if sent by air courier; and on the third business day after the date when sent
if sent by mail, in
4
<PAGE> 5
EXHIBIT 4.4
each case addressed to such party as provided in this Section or in accordance
with the latest unrevoked direction from such party.
9. Governing Law. This Agreement shall be governed by, and construed in
accordance with, (a) the laws of the State of Georgia applicable to contracts
made and to be performed wholly therein and (b) the laws of the State of
Delaware applicable to corporations organized under the laws of such state.
10. Entire Agreement. This Agreement contains the entire agreement
between the parties hereto with respect to the transactions contemplated herein
and supersedes all previously written or oral negotiations, commitments,
representations and agreements.
11. Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original, but all of which shall
constitute one and the same instrument.
12. Amendments. This Agreement, or any provisions hereof, may not be
amended, changed or modified without the prior written consent of each of the
parties hereto.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed and delivered as of the date first above written.
EDUCATIONAL MEDICAL, INC.
By:________________________________
Authorized Signatory
ACCEPTED AND AGREED TO:
[DIRECTOR'S NAME]
______________________________
[ADDRESS OF DIRECTOR]
______________________________
______________________________
______________________________
5
<PAGE> 1
EXHIBIT 4.5
OPTION AGREEMENT FOR THE PURCHASE
OF RESTRICTED STOCK
Agreement dated as of ______________ between Educational Medical, Inc., a
Delaware corporation (the "Company") and the employee executing this Agreement
(the "Employee").
Preliminary Statement
This Agreement sets forth the terms pursuant to which the Employee shall
have the right to purchase from the Company a total of ______ shares of common
stock of the Company, $.01 par value (the "Common Stock"), and the terms
pursuant to which the Company has the right to repurchase such Common Stock, or
a portion of it, under certain circumstances.
NOW, THEREFORE, for good and valuable consideration, the receipt of which
is hereby acknowledged, the parties to this Agreement agree as follows:
1. Definitions. As used in this Agreement, the following terms shall have
the following respective meanings:
(a) Effective Time of Termination of Employment. For purposes of this
Agreement, Termination of Employment shall be effective upon the giving of
written notice of such Termination to the Employee as provided for in Section 9
of this Agreement.
(b) Expiration Date, with respect to any Optioned Shares shall mean
5 p.m. Eastern Standard Time on the fifth anniversary of the date upon which
such Shares became Vested Shares. With respect to Unvested Shares, the
Expiration Date shall also mean (i) the Effective Time of Termination of
Employment or (ii) the date of death of the Employee. With respect to Vested
Shares, the Expiration Date shall also mean (i) 5 p.m. Eastern Standard Time on
the 45th day following the Effective Time of Termination of Employment or (ii)
5 p.m. Eastern Standard Time on the 120th day following the death of the
Employee.
(c) Group shall mean (i) the Employee, (ii) the spouse, parents,
siblings and lineal descendants of the Employee, (iii) a trust for the benefit
of any of the foregoing and (iv) any distributee, legatee or devisee of the
Employee, in each case who agrees in writing to be bound by and comply with
this Agreement to the same extent as the Employee.
(d) Optioned Stock or Option Shares shall mean the Shares of Common
Stock of the Company which the Employee may purchase pursuant to the terms of
this Agreement.
1
<PAGE> 2
(e) Purchase Price shall mean $_____ for each share of Common Stock.
(f) Sell, as to any share of Optioned Stock, shall mean to sell, or in
any other way directly or indirectly transfer, assign, distribute, encumber or
otherwise dispose of, either voluntarily or involuntarily; provided, however,
that the Employee shall not be deemed to Sell the shares of Optioned Stock if
such shares are transferred to a member of the Group of the Employee and such
person agrees to be bound by the terms of this Agreement to the same extent as
the Employee.
(g) Selling Group shall mean the Group of the Employee proposing to Sell
any of the shares of Optioned Stock, or which has delivered a notice of
intention to Sell, pursuant to the provisions of this Agreement.
(h) Termination of Employment shall mean the termination by the
Company of the employment of the Employee for any reason whatsoever or the
voluntary termination by the Employee of his employment with the Company.
(i) Unvested Shares shall mean any shares of Optioned Stock which are
not Vested Shares.
(j) Vested Shares shall mean (i) _____ shares of Optioned Stock as of
______________, (ii) an additional ________ shares of Optioned Stock commencing
with and including _____________, (iii) an additional _______ shares of
Optioned Stock commencing with and including ___________, (iv) an additional
________ shares of Optioned Stock commencing with and including _________, and
(v) an additional ______ shares of Optioned Stock commencing ____________.
2. Grant of Option to Employee. Simultaneously with the execution and
delivery of this Agreement, the Employee is granted the option (the "Option")
to purchase the Optioned Stock for a purchase price of $______per share, upon
the terms and conditions set forth in this Agreement.
3. Exercise of Option. The Option provided for in this Agreement may be
exercised only by the Employee or, in the event of the Employee's death, any
duly qualified representative of his estate, and only with respect to any
Vested Shares. It may be exercised in whole at any time or in part from time
to time prior to the Expiration Date. No fractional shares of Common Stock
will be issued. The Employee may exercise this purchase right by giving
written notice of such exercise at the general corporate offices of the Company
located at 1327 Northmeadow Parkway, Suite 132, Roswell, Georgia 30076 (or at
such other agency or office of the Company as it may designate by notice in
writing to the Employee) and by payment to the Company of the Purchase Price in
cash or by check for each Vested Share being purchased. In the event of any
exercise of the Options provided for in this Agreement, certificates for the
shares of
2
<PAGE> 3
Common Stock so purchased, registered in the name of the person entitled to
receive the same, shall be delivered to the Employee within a reasonable time,
not exceeding ten days after the Option shall have been so exercised. The
person in whose name any certificates for shares of Common Stock is issued upon
exercise of any Option shall for all purposes be deemed to have become the
holder of record of such shares on the date on which the Option was surrendered
and payment of the Purchase Price made, irrespective of the date of delivery of
such certificate, except that, if the date of such surrender and payment is a
date when the stock transfer books of the Company are closed, such person shall
be deemed to have become the holder of record of such shares at the close of
business on the next succeeding date on which the stock transfer books are
open.
4. Adjustment of Number of Option Shares.
(a) If, at any time after the date of this Agreement, the number of
shares of Common Stock outstanding is increased by a stock dividend payable in
shares of Common Stock or by a subdivision or split-up of shares of Common
Stock, then, following the record date fixed for the determination of holders
of Common Stock entitled to receive such stock dividend, subdivision or
split-up, the Purchase Price shall be appropriately decreased and the number of
shares of Optioned Stock thereafter issuable on exercise of the Option shall be
increased in proportion to such increase in outstanding shares.
(b) If, at any time after the date of this Agreement, the number of
shares of Common Stock outstanding is decreased by a combination of the
outstanding shares of Common Stock, then, following the record date for such
combination, the Purchase Price shall be appropriately increased and the number
of shares of Common Stock issuable on exercise of this Option shall be
decreased in proportion to such decrease in outstanding shares.
5. Representations, Warranties and Agreements of the Employee with
respect to registration of the sale of the Optioned Stock and Continued
Applicability of Agreement. The Employee hereby represents and warrants to the
Company that the Optioned Stock will be acquired for the Employee's own
account, for investment purposes and not with a view to the distribution
thereof, nor with any intention of making such distribution at the time the
Option is exercised. The Employee understands that the sale of the Employee of
Optioned Stock has not been registered under the Securities Act of 1933, as
amended (the "Securities Act"), by reason of its proposed issuance in a
transaction exempt from the registration requirements of the Securities Act and
that the Optioned Stock must be held indefinitely unless a subsequent
disposition thereof is registered under the Securities Act or the transaction
is exempt from registration. In connection with the foregoing, the Employee
also agrees that the issuance of all or any portion of the Optioned Stock is
subject to the receipt by the Company at the time of its issuance of an opinion
of its counsel that the issuance of such shares is exempt from registration
pursuant to an exemption provided for in the Securities Act, and that the
Company will not be liable for any damages incurred by Employee in the event
such an opinion cannot reasonably be optioned.
3
<PAGE> 4
6. Procedures on Sale of Optioned Stock to Third Parties. Except as
otherwise expressly provided herein, the Employee hereby agrees, and each
member of the Group to which the Employee belongs shall be deemed to agree,
that he or it shall not sell any of the Optioned Stock or any right to the
Optioned Stock except in accordance with the following procedures:
(a) The Selling Group shall first deliver to the Company a written
notice, which shall be irrevocable for a period of 30 days after the delivery
thereof, offering all or any part of the Optioned Stock owned by the Selling
Group at the purchase price and on the terms specified therein. Upon delivery
of such notice, the Company shall have the right and option to purchase all or
any part of the Optioned Stock so offered at the purchase price and on the
terms stated in the notice of intention to Sell (such acceptance to be made by
the delivery of a written notice to the Selling Group within the 30-day period
after delivery of the aforesaid notice of intention to Sell).
(b) Sales of Optioned Stock under the terms of Section 6 hereof shall be
made at the offices of the Company on a mutually satisfactory business day
within 30 days after the expiration of the period during which the Company may
elect to purchase it. Delivery of certificates or other instruments evidencing
such Optioned Stock duly endorsed for transfer to the Company, shall be made on
such date against payment of the purchase price by certified or bank checks
drawn on a New York Clearinghouse member bank.
(c) If effective acceptance shall not be received pursuant to Section
6(a) with respect to the Optioned Stock offered for sale pursuant to the
aforesaid written notice, then the Selling Group may Sell all or any part of
the remaining Optioned Stock so offered for sale at a price not less than the
price, and on terms not more favorable to the purchaser thereof than the terms,
stated in the written notice of intention to Sell, at any time within 90 days
after the expiration of the offer made pursuant to Sections 6(a). In the event
the remaining Optioned Stock is not sold by the Selling Group during such
90-day period, the right of the Selling Group to Sell such remaining Optioned
Stock shall expire and the obligations of this Section 6 shall be reinstated;
provided, however, that in the event the Selling Group determines, at any time
during such 90-day period, that the sale of all or any part of the remaining
Optioned Stock on the terms set forth in the written notice of intention to
Sell is impractical, the Selling Group can terminate the offer and reinstate
the procedure provided in this Section 6 without waiting for the expiration of
such 90-day period.
(d) The Selling Group may specify in the written notice of intention to
Sell contemplated by Section 6(a) hereof that all Optioned Stock mentioned
therein must be sold, in which case acceptances received pursuant to Section
6(a) hereof shall be deemed conditioned upon (i) receipt of written notices of
acceptance with respect to all Optioned Stock mentioned in such written notice
of intention to Sell and/or (ii) the sale of the remaining Optioned Stock, if
any, pursuant to Section 6(c) hereof.
4
<PAGE> 5
(e) Notwithstanding anything contained herein to the contrary, any
purchaser of Optioned Stock (other than the Company) shall agree in writing in
advance of any purchase of Optioned Stock hereunder that such purchaser shall
be bound by and comply with the terms and provisions of this Agreement as if
such purchaser shall be were the "Employee" hereunder, and the Optioned Stock
so purchased shall continue to be subject to repurchase as herein provided.
(f) The provisions of this Section 6 shall not apply to any Sale of
Optioned Stock consummated after the completion of a bona fide initial public
offering of shares of capital stock of the Company registered with the
Securities and Exchange Commission.
7. No Right to Employment. This Agreement shall not entitle the Employee
to any right or claim to be employed as an employee of the Company or limit the
right of the Company to terminate the employment of the Employee or to change
the terms of such employment.
8. Legends. All stock certificates representing Optioned Stock issued to
the Employee shall have affixed thereto a legend substantially in the following
form:
"THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE
BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933. THESE
SECURITIES MAY NOT BE SOLD OR TRANSFERRED IN THE
ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM
UNDER SAID ACT. THE SALE, TRANSFER, ASSIGNMENT,
PLEDGE OR ENCUMBRANCE OF THE SECURITIES REPRESENTED BY
THIS CERTIFICATE ARE SUBJECT TO THE TERMS AND
CONDITIONS OF AN OPTION AGREEMENT FOR THE PURCHASE OF
RESTRICTED STOCK BETWEEN EDUCATIONAL MEDICAL, INC. AND
ONE OF ITS EMPLOYEES. COPIES OF SUCH AGREEMENT MAY BE
OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE
HOLDER OF RECORD OF THIS CERTIFICATE TO THE SECRETARY
OF EDUCATIONAL MEDICAL, INC."
9. Notices. All notices or other communications which are required or
permitted hereunder shall be in writing and sufficient if delivered personally
or sent by air courier or first class or certified mail addressed as follows:
If to the Employee: At the address specified at the foot of this Agreement
5
<PAGE> 6
If to the Company: Educational Medical, Inc.
1327 Northmeadow Parkway
Suite 132
Roswell, GA 33076
Attn: President
With a copy to:
Attn: Morris C. Brown
or to such other address as the party to whom notice is to be given may have
furnished to the other party in writing in accordance herewith. All notices
and other communications given to any party hereto in accordance with the
provisions of this Agreement shall be deemed to have been given on the date of
delivery if personally delivered; on the business day after the date when sent
if sent by air courier; and on the third business day after the date when sent
if sent by mail, in each case addressed to such party as provided in this
Section or in accordance with the latest unrevoked direction from such party.
10. Governing Law. This Agreement shall be governed by, and construed in
accordance with, (a) the laws of the State of Georgia applicable to contracts
made and to be performed wholly therein and (b) the laws of the State of
Delaware applicable to corporations organized under the laws of such state.
11. Entire Agreement. This Agreement contains the entire agreement
between the parties hereto with respect to the transactions contemplated herein
and supersedes all previously written or oral negotiations, commitments,
representations and agreements.
12. Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original, but all of which shall
constitute one and the same instrument.
13. Amendments. This Agreement, or any provisions hereof, may not be
amended, changed or modified without the prior written consent of each of the
parties hereto.
6
<PAGE> 7
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed and delivered as of the date first above written.
EDUCATIONAL MEDICAL, INC.
By:_______________________________________
Authorized Signatory
ACCEPTED AND AGREED TO:
[NAME OF EMPLOYEE]
______________________________
[ADDRESS OF EMPLOYEE]
______________________________
______________________________
______________________________
______________________________
7
<PAGE> 1
EXHIBIT 5.1
August 4, 1997
Educational Medical, Inc.
1327 Northmeadow Parkway
Suite 132
Roswell, Georgia 30076
Gentlemen:
You have requested our opinion with respect to the offering by you,
Educational Medical, Inc., a Delaware corporation (the "Company"), of up to
1,161,666 shares (the "Option Shares") of the Company's Common Stock, par value
$.01 per share, pursuant to the provisions of the Company's 1996 Performance
Incentive Plan, the Non-Employee Director Stock Option Plan, and certain
options to purchase the Company's Common Stock granted pursuant to individual
employee benefit plans prior to the adoption of the 1996 Performance Incentive
Plan (the "Plans"). The Option Shares are being offered and sold pursuant to a
Registration Statement (the "Registration Statement") on Form S-8 under the
Securities Act of 1933, as amended (the "Act").
We have examined a copy of the Restated Certificate of Incorporation, as
amended, and the By-Laws of the Company, the minutes of various meetings of the
Company's Board of Directors and Stockholders, the Registration Statement
prepared by the Company and filed with the Securities and Exchange Commission
and the original or certified copies of such agreements, certificates of public
officials, certificates of officers and representatives of the Company and
others, opinions of counsel, documents, papers, statutes and authorities as we
deemed necessary as a basis for the opinions hereinafter set forth. In such
examinations, we have assumed the genuineness of all signatures and the
conformity to original documents of all copies. As to various questions of
fact material to such opinions, we have relied upon statements and certificates
of officers and representatives of the Company and others.
Based upon the foregoing, we are of the opinion that the Option Shares
have been duly and validly authorized and, when sold, paid for and issued as
contemplated by the Plans and the Registration Statement, will be duly and
validly issued, fully paid and non-assessable.
<PAGE> 2
Educational Medical, Inc.
August 4, 1997
Page 2
Please be advised that Morris C. Brown, a shareholder in the Firm, is the
Secretary of the Company and owns options to purchase 8,333 shares of the
Company's Common Stock.
We hereby consent to the use of this opinion as an exhibit to the
Registration Statement, and to the use of our name as your counsel in
connection with the Registration Statement and in the Prospectus forming a part
thereof. In giving this consent, we do not thereby concede that we come within
the categories of persons whose consent is required by the Act or the General
Rules and Regulations promulgated thereunder.
Very truly yours,
GREENBERG TRAURIG HOFFMAN
LIPOFF ROSEN & QUENTEL, P.A.
<PAGE> 1
EXHIBIT 23.1
Consent of Independent Auditors
We consent to the incorporation by reference in the Registration Statement
on Form S-8 pertaining to the 1996 Performance Incentive Plan and Non-Employee
Director Stock Option Plan, our report dated June 30, 1997, with respect to the
consolidated financial statements and schedule included in its Annual Report
(Form 10-K) for the year ended March 31, 1997, filed with Securities and
Exchange Commission.
/s/ Ernst & Young LLP
Atlanta, Georgia
August 4, 1997
<PAGE> 1
EXHIBIT 23.3
Consent of Independent Auditors
We consent to the incorporation by reference in the Registration
Statement on Form S-8 pertaining to the 1996 Performance Incentive Plan and
Non-Employee-Director Stock Option Plan of our report dated April 18, 1997 with
respect to the audited combined financial statements of Educational Management,
Inc. and Wikert and Rhude, general partnership, as of December 31, 1996 and
1995 and for each of the three years in the period ended December 31, 1996 and
our reports dated May 16, 1997 with respect to the balance sheet of Nebraska
College of Business (a division of Nebraska Acquisition Corp., a wholly-owned
subsidiary of Educational Medical, Inc.) as of March 31, 1997 and the balance
sheet of Lincoln School of Commerce (a division of Nebraska Acquisition Corp.,
a wholly-owned subsidiary of Educational Medical, Inc.) as of March 31, 1997
included in Educational Medical, Inc.'s Annual Report on Form 10-K for
Educational Medical, Inc. for the year ended March 31, 1997, filed with the
Securities and Exchange Commission.
/s/ Winther, Stave & Co., LLP
Spencer, Iowa
August 1, 1997
