AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 27, 1997
REGISTRATION NO. 333-11335
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
AMENDMENT NO. 5
TO
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------
CASTLE DENTAL CENTERS, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
<TABLE>
<CAPTION>
<S> <C> <C>
DELAWARE 8021 76-0486898
(STATE OR OTHER JURISDICTION OF (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) CLASSIFICATION CODE NUMBER) IDENTIFICATION NO.)
</TABLE>
JACK H. CASTLE, JR.
CHAIRMAN AND CHIEF EXECUTIVE OFFICER
1360 POST OAK BOULEVARD
SUITE 1300
HOUSTON, TEXAS 77056
(713) 513-1400
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING
AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES AND AGENT FOR SERVICE)
------------------------
COPIES TO:
WILLIAM D. GUTERMUTH F. MITCHELL WALKER, JR.
BRACEWELL & PATTERSON, L.L.P. BASS, BERRY & SIMS PLC
SOUTH TOWER PENNZOIL PLACE 2700 FIRST AMERICAN CENTER
711 LOUISIANA STREET, SUITE 2900 NASHVILLE, TENNESSEE 37238
HOUSTON, TEXAS 77002-2781
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after this Registration Statement becomes effective.
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. [ ]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ] __________________
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ] ___________________________________________________
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
================================================================================
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following table sets forth the costs and expenses, other than
underwriting discounts and commissions, payable by the Company in connection
with the issuance and distribution of the securities being registered. All
amounts are estimates except for the fees payable to the Commission.
AMOUNT TO
BE PAID
----------
Commission registration fee ................................ $ 21,811
Printing expenses .......................................... $ 150,000
Legal fees and expenses .................................... $ 350,000
Accounting fees and expenses ............................... $ 600,000
Transfer Agent's and Registrar's fees ...................... $ 15,000
Miscellaneous .............................................. $ 88,189
----------
TOTAL ................................................. $1,225,000
==========
ITEM 14. INDEMNIFICATION OF OFFICERS AND DIRECTORS.
The Company's Certificate of Incorporation, as amended, and Bylaws
incorporate substantially the provisions of the Delaware General Corporation Law
("DGCL") providing for indemnification of directors and officers of the
Company against expenses, judgments, fines, settlements and other amounts
actually and reasonably incurred in connection with any proceeding arising by
reason of the fact that such person is or was an officer or director of the
Company or is or was serving at the request of the Company as a director,
officer or employee of another corporation, partnership, joint venture, trust,
employee benefit plan or other enterprise.
As permitted by Section 102 of the DGCL, the Company's Certificate of
Incorporation, as amended, contains provisions eliminating a director's personal
liability for monetary damages to the Company and its stockholders arising from
a breach of a director's fiduciary duty except for liability (a) for any breach
of the director's duty of loyalty to the Company or its stockholders, (b) for
acts or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (c) under Section 174 of the DGCL, or (d) for any
transaction from which the director derived an improper personal benefit.
Section 145 of the DGCL provides generally that a person sued as a
director, officer, employee or agent of a corporation may be indemnified by the
corporation for reasonable expenses, including attorneys' fees, if in the case
of other than derivative suits such person has acted in good faith and in a
manner such person reasonably believed to be in or not opposed to the best
interests of the corporation (and, in the case of a criminal proceeding, had no
reasonable cause to believe that such person's conduct was unlawful). In the
case of a derivative suit, an officer, employee or agent of the corporation
which is not protected by the Certificate of Incorporation may be indemnified by
the corporation for reasonable expenses, including attorneys' fees, if such
person has acted in good faith and in a manner such person reasonably believed
to be in or not opposed to the best interests of the corporation, except that no
indemnification shall be made in the case of a derivative suit in respect of any
claim as to which an officer, employee or agent has been adjudged to be liable
to the corporation unless that person is fairly and reasonably entitled to
indemnity for proper expenses. Indemnification is mandatory in the case of a
director, officer, employee, or agent who is successful on the merits in defense
of a suit against such person.
The Company has entered into indemnity agreements with its directors and
certain key officers pursuant to which the Company generally is obligated to
indemnify its directors and such officers to the full extent permitted by the
DGCL as described above.
II-1
<PAGE>
The Company intends to purchase liability insurance policies covering
directors and officers in certain circumstances.
ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES.
On December 18, 1995, the Company issued and sold shares of its Series A
Convertible Preferred Stock to the following investors in the following amounts:
Declaration of Trust for Defined Benefit Plans of Zeneca Holdings Inc.-165,965
shares, Delaware State Employees' Retirement Fund-838,123 shares and Declaration
of Trust for Defined Benefit Plans of ICI American Holdings Inc.-240,649 shares,
each of which represented to the Company that it is an accredited investor under
Rule 501(a) of Regulation D. The Series A Preferred Stock was issued in
connection with a loan from the Pecks Investors to the Company of $7.5 million.
These sales were exempt from registration under Section 4(2) of the Securities
Act, no public offering being involved.
Also on December 18, 1995, the following individuals received Common Stock
of the Company in the following amounts pursuant to the merger of the Company
with Family Dental Services of Texas, Inc.: Jack H. Castle Jr.,
Trustee-1,428,000 shares, Castle Interests, Ltd.-1,028,000 shares, Lisa G.
Castle Donnell, Trustee-116,000 shares, Jack H. Castle, D.D.S.-714,000 shares,
Loretta Castle-714,000 shares, each of which is an accredited investor under
Rule 501(a) of Regulation D. The consideration for the issuance of these shares
of Common Stock was the merger of the Company with Family Dental Services of
Texas, Inc. See "Unaudited Pro Forma Consolidated Financial Information." The
foregoing transactions were exempt from registration under Section 4(2) of the
Securities Act, no public offering being involved.
Also on December 18, 1995, the Company issued to GulfStar Investments,
Ltd., an accredited investor under Rule 501(a) of Regulation D, a Common Stock
purchase warrant for 113,158 shares of Common Stock. The consideration for the
issuance of the Common Stock purchase warrant was services performed by an
affiliate of Gulfstar Investments, Ltd. to the Company. The foregoing
transaction was exempt from registration under Section 4(2) of the Securities
Act, no public offering being involved.
On April 29, 1996, the Company issued and sold 150,000 shares of its Common
Stock to Mid-South Dental Center, P.C., which represented to the Company that it
is an accredited investor under Rule 501(a) of Regulation D. These shares of
Common Stock represent the stock portion of the purchase price of the
acquisition by the Company of certain assets of Mid-South Dental Center, P.C.
The foregoing transaction was exempt from registration under Section 4(2) of the
Securities Act, no public offering being involved.
On May 19, 1996, the Company issued and sold 145,242 shares of its Common
Stock to 1st Dental Care, Inc., which represented to the Company that it is an
accredited investor under Rule 501(a) of Regulation D, and issued to 1st Dental
Care, Inc. an aggregate of $943,363 of subordinated notes convertible into
Common Stock at a conversion price of $6.75 per share, subject to antidilution
adjustments and automatic annual increase in conversion price. These shares of
Common Stock represent the stock portion of the purchase price of the
acquisition by the Company of certain assets of 1st Dental Care, Inc. The
foregoing transaction was exempt from registration under Section 4(2) of the
Securities Act, no public offering being involved.
On August 9, 1996 in connection with the acquisition of Horizon Dental
Centers, the Company issued and sold 21,315 shares of its Common Stock to EFW
Dental Centers, P.C., 70,280 shares of its Common Stock to NEFW Dental Centers,
P.C., 65,095 shares of its Common Stock to HDC Dental Services, P.C., 71,432
shares of its Common Stock to Midcities Dental Services, P.C., 59,912 shares of
its Common Stock to West Ft. Worth Dental Services, P.C., and 48,966 shares of
its Common Stock to N.A. Dental Services, P.C., each of which represented to the
Company that it is an accredited investor under Rule 501(a) of Regulation D. In
January 1997, the Company issued an additional 31,750 shares of Common Stock to
the beneficial owners of the above entities as a purchase price adjustment.
These shares of Common Stock represent the stock portion of the purchase price
of the acquisition by the Company of Horizon Dental. The foregoing transactions
were exempt from registration under Section 4(2) of the Securities Act, no
public offering being involved.
II-2
<PAGE>
On June 16, 1997, the Company issued and sold shares of its Series C
Convertible Preferred Stock to the following investors in the following amounts:
Declaration of Trust for Defined Benefit Plans of Zeneca Holdings, Inc.-32,351
shares, Delaware State Employees' Retirement Fund-163,331 shares and Declaration
of Trust for Defined Benefit Plans of ICI American Holdings, Inc.-247,009
shares, each of which represented to the Company that it is an accredited
investor under Rule 501(a) of Regulation D. The Series C Preferred Stock was
issued in connection with a loan from the Pecks Investors to the Company of $2.0
million. These sales were exempt from registration under Section 4(2) of the
Securities Act, no public offering being involved.
Effective June 1, 1997, the Company entered into an Option Agreement for
the Purchase and Sale of Businesses with SW Dental Associates, LC and its
owners. Under the terms of the Option Agreement, the Company has paid $1.5
million for an option to acquire all of the outstanding limited liability
company interests in and capital stock of SW Dental. At the time the Company
exercises its option under the Option Agreement, the Company will enter into a
definitive purchase agreement (the "Acquisition Agreement") with SW Dental and
its two equity owners, the terms of which have been fully negotiated and are
subject to no conditions within the control of the equity owners of SW Dental,
and the form of which is attached to the Option Agreement. The consideration for
the transactions contemplated by the Acquisition Agreement are (i) $5.2 million
in cash, of which $1.5 million has previously been paid, and (ii) the issuance
to one of SW Dental's equity owners, John Goodman, D.D.S., an accredited
investor, of a number of shares of the Company's Series B Convertible Preferred
Stock calculated in accordance with a formula set forth in the Acquisition
Agreement, which the Company presently expects to be 129,166. The foregoing
transaction is exempt from registration under Section 4(2) of the Securities
Act, no public offering being involved.
II-3
<PAGE>
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
(a) Exhibits
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
- -------------------- --------------------------------------------------------
*1 -- Form of underwriting agreement among
Castle Dental Centers, Inc. and the
underwriters.
*3.1 -- Certificate of Incorporation of
Castle Dental Centers, Inc., as
amended.
*3.2 -- Certificate of Amendment to
Certificate of Incorporation of
Castle Dental Centers, Inc. dated
August 28, 1996.
*3.3 -- Bylaws of Castle Dental Centers, Inc.
*3.4 -- Amendment to Bylaws of Castle Dental
Centers, Inc. dated August 16, 1996.
*3.5 -- Certificate of Amendment of
Certificate of Incorporation of
Castle Dental Centers, Inc. dated
June 16, 1997.
*3.6 -- Form of Certificate of Designation of
Series B Convertible Preferred Stock.
*3.7 -- Certificate of Designation of Series
C Convertible Preferred Stock, dated
June 16, 1997.
*4.1 -- Form of Certificate representing the
Common Stock, par value $.001 per
share, of Castle Dental Centers, Inc.
*4.2 -- Securityholders Agreement dated
December 18, 1995, among Castle
Dental Centers, Inc., Jack H. Castle,
D.D.S., P.C., certain investors in
the Company, certain stockholders of
Castle Dental Centers, Inc., and
certain shareholders of Jack H.
Castle, D.D.S., P.C.
*4.3 -- Amendment, Waiver and Consent dated
August 20, 1996 given by Pecks
Management Partners Ltd. on behalf of
Delaware State Employees' Retirement
Fund and the pension plans of Zeneca
Holdings, Inc. and ICI American
Holdings, Inc.
*4.4 -- Stockholders' Agreement dated May 19,
1996 among Castle Dental Centers,
Inc. and certain stockholders.
*4.5 -- Stockholders' Agreement dated May 31,
1996 by and among Castle Dental
Centers, Inc. and certain
stockholders.
*4.6 -- Stockholders' Agreement dated August
9, 1996 by and among Castle Dental
Centers, Inc. and certain
stockholders.
*4.7 -- Registration Rights Agreement dated
December 18, 1995, among Castle
Dental Centers, Inc. and Delaware
State Employees' Retirement Fund,
Declaration of Trust for Defined
Benefit Plan of ICI American
Holdings, Inc., Declaration of Trust
for Defined Benefit Plan of Zeneca
Holdings, Inc. and certain
stockholders and investors in the
Company.
*4.8 -- Registration Rights Agreement dated
May 19, 1996 between Castle Dental
Centers, Inc. and 1st Dental Care,
Inc.
*4.9 -- Registration Rights Agreement dated
May 31, 1996 by and between Castle
Dental Centers, Inc. and G. Powell
Bilyeu, D.D.S.
*4.10 -- Registration Rights Agreement dated
August 9, 1996 by and between Castle
Dental Centers, Inc., Joseph A.
Bonola, D.D.S. and Larry C. Jackson,
D.D.S.
4.11 -- Reserved.
*4.12 -- Amended and Restated Securityholders
Agreement dated June 16, 1997, among
Castle Dental Centers, Inc., Jack H.
Castle, D.D.S., P.C., certain
investors in the Company, certain
stockholders of Castle Dental
Centers, Inc., and certain sharehold-
ers of Jack H. Castle, D.D.S., P.C.
*4.13 -- Amended and Restated Registration
Rights Agreement dated June 16, 1997,
among Castle Dental Centers, Inc. and
Delaware State Employees' Retirement
Fund, Declaration of Trust for
Defined Benefit Plan of ICI American
Holdings, Inc., Declaration of Trust
for Defined Benefit Plan of Zeneca
Holdings, Inc. and certain
stockholders and investors in the
Company.
II-4
<PAGE>
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
- -------------------- --------------------------------------------------------
*4.14 -- Registration Rights Agreement dated
as of June , 1997, by and between
Castle Dental Centers, Inc. and John
Goodman, D.D.S.
*5 -- Opinion of Bracewell & Patterson,
L.L.P. as to the validity of the
Common Stock being offered.
*10.1 -- Securities Purchase Agreement dated
December 18, 1995 among Castle Dental
Centers, Inc., Jack H. Castle,
D.D.S., P.C., JHCDDS, Inc. and
certain investors.
*10.2 -- Amendment No. 1 to Securities
Purchase Agreement dated June 16,
1997 among Castle Dental Centers,
Inc., Jack H. Castle, D.D.S., P.C.,
JHCDDS, Inc. and certain investors.
*10.3 -- 12% Senior Subordinated Note due
December 18, 2002 between Castle
Dental Centers, Inc. and NAP &
Company in the principal amount of
$5,050,000.
*10.4 -- 12% Senior Subordinated Note due
December 18, 2002 between Castle
Dental Centers, Inc. and Fuelship &
Company in the principal amount of
$1,000,000.
*10.5 -- 12% Senior Subordinated Note due
December 18, 2002 between Castle
Dental Centers, Inc. and Northman &
Company in the principal amount of
$1,450,000.
*10.6 -- Management Services Agreement
effective December 18, 1995 by and
between Castle Dental Centers, Inc.
and Jack H. Castle, D.D.S., P.C.
*10.7 -- Amendment to Management Services
Agreement between Castle Dental
Centers, Inc. and Jack H. Castle,
D.D.S., P.C., dated as of August 15,
1996.
*10.8 -- Accounts Receivable Purchase
Agreement dated December 18, 1995,
between Jack H. Castle, D.D.S., P.C.
and Castle Dental Centers, Inc.
*10.9 -- Plan and Agreement of Merger of
Family Dental Services of Texas, Inc.
with and into Castle Dental Centers,
Inc. dated December 18, 1995.
*10.10 -- Stock Purchase Agreement dated
December 18, 1995 by and between Jack
H. Castle, D.D.S. and Castle Dental
Centers, Inc.
*10.11 -- Amendment to Stock Purchase Agreement
by and between Jack H. Castle, D.D.S.
and Castle Dental Centers, Inc.,
dated as of August 15, 1996.
*10.12 -- Deferred Compensation Agreement
effective December 18, 1995 by and
between Castle Dental Centers, Inc.
and Jack H. Castle, D.D.S.
*10.13 -- Indemnity Agreement dated December
18, 1995 by and between Castle Dental
Centers, Inc. and G. Kent Kahle.
*10.14 -- Indemnity Agreement dated December
18, 1995, by and between Castle
Dental Centers, Inc. and Jack H.
Castle, D.D.S.
*10.15 -- Indemnity Agreement dated December
18, 1995 by and between Castle Dental
Centers, Inc. and Jack H. Castle, Jr.
*10.16 -- Indemnity Agreement dated December
18, 1995 by and between Castle Dental
Centers, Inc. and Robert J. Cresci.
*10.17 -- Indemnity Agreement dated August 16,
1996 by and between Castle Dental
Centers, Inc. and Bannus B. Hudson.
*10.18 -- Indemnity Agreement dated August 16,
1996 by and between Castle Dental
Centers, Inc. and Elizabeth A.
Tilney.
*10.19 -- Asset Purchase Agreement dated May
19, 1996 by and among Castle Dental
Centers of Florida, Inc., and 1st
Dental Care, Inc., Hernando Dental
Center-Lester B. Greenberg, D.D.S.,
P.A., M&B Dental Lab, Inc., Lester B.
Greenberg, D.D.S. and Elisa
Greenberg.
*10.20 -- 10% Note due May 19, 2001 by and
between Castle Dental Centers, Inc.
and 1st Dental Care, Inc. in the
principal amount of $1,787,938.
*10.21 -- 6.36% Note due May 19, 2000 by and
between Castle Dental Centers, Inc.
and 1st Dental Care, Inc. in the
principal amount of $656,588.
II-5
<PAGE>
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
- -------------------- --------------------------------------------------------
*10.22 -- 6.36% Note due May 19, 2000 by and
between Castle Dental Centers, Inc.
and M&B Dental Lab, Inc. in the
principal amount of $286,775.
*10.23 -- Management Services Agreement
effective May 19, 1996 by and between
Castle Dental Centers of Florida,
Inc. and Castle 1st Dental Care, P.A.
*10.24 -- Amendment to Management Services
Agreement between Castle Dental
Centers of Florida, Inc. and Castle
1st Dental Care, P.A., dated as of
August 16, 1996.
*10.25 -- Accounts Receivable Purchase
Agreement dated May 19, 1996, between
Castle 1st Dental Care, P.A. and
Castle Dental Centers of Florida,
Inc.
*10.26 -- Trade Name License Agreement
effective May 19, 1996 by and between
Castle Dental Centers of Florida,
Inc. and Castle 1st Dental Care, P.A.
*10.27 -- Trademark License Agreement effective
May 19, 1996 by and between Castle
Dental Centers of Florida, Inc. and
Castle 1st Dental Care, P.A.
*10.28 -- Employment Agreement dated May 19,
1996 by and between Castle Dental
Centers of Florida, Inc. and Lester
B. Greenberg, D.D.S.
*10.29 -- Asset Purchase Agreement dated April
29, 1996 by and among Castle Dental
Centers of Tennessee, Inc. and
Mid-South Dental Center, P.C. and G.
Powell Bilyeu, D.D.S.
*10.30 -- 10% Note due May 30, 2001 by and
between Castle Dental Centers, Inc.
and Mid-South Dental Centers, P.C. in
the principal amount of $750,000.
*10.31 -- Accounts Receivable Purchase
Agreement dated May 31, 1996, between
Castle Mid-South Dental Centers, P.C.
and Castle Dental Centers of
Tennessee, Inc.
*10.32 -- Management Services Agreement
effective May 31, 1996 by and between
Castle Dental Centers of Tennessee,
Inc. and Castle Mid-South Dental
Center, P.C.
*10.33 -- Amendment to Management Services
Agreement between Castle Dental
Centers of Tennessee, Inc. and Castle
Mid-South Dental Center, P.C., dated
as of August 16, 1996.
*10.34 -- Trade Name License Agreement
effective May 31, 1996 by and between
Castle Dental Centers of Tennessee,
Inc. and Castle Mid-South Dental
Centers, P.C.
*10.35 -- Trademark License Agreement effective
May 31, 1996 by and between Castle
Dental Centers of Tennessee, Inc. and
Castle Mid-South Dental Centers, P.C.
*10.36 -- Employment Agreement dated May 31,
1996 by and between Castle Dental
Centers of Tennessee, Inc., and G.
Powell Bilyeu, D.D.S.
*10.37 -- Asset Purchase Agreement dated August
9, 1996 by and among Castle Dental
Centers, Inc.; Castle Dental Centers
of Texas, Inc.; Consolidated
Industries, Inc.; S.A. Dental
Services, P.C.; C.A. Dental Services,
P.C.; S.C.A. Dental Services, P.C.;
Austin Periodontist Associates, Inc.;
Joseph A. Bonola, D.D.S.; and Kristen
Bonola.
*10.38 -- Plan and Agreement of Reorganization
dated August 9, 1996 by and among
Castle Dental Centers, Inc.; Castle
Dental Centers of Texas, Inc.; N.A.
Dental Services, P.C.; EFW Dental
Services, P.C.; HDC Dental Services,
P.C.; Midcities Dental Services,
P.C.; NEFW Dental Services, P.C.;
West Ft. Worth Dental Services, P.C.;
Joseph A. Bonola, D.D.S.; Kristen
Bonola; and Larry Charles Jackson.
*10.39 -- 10% Note due July 9, 2001 between
Castle Dental Centers, Inc. and
Joseph Bonola, D.D.S. in the
principal amount of $1,000,000.
*10.40 -- License Agreement effective August 9,
1996 by and between Joseph A. Bonola,
D.D.S. and Castle Dental Centers of
Texas, Inc.
*10.41 -- Employment Agreement dated August 9,
1996 by and between Jack H. Castle,
D.D.S., P.C., and Joseph A. Bonola,
D.D.S.
II-6
<PAGE>
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
- -------------------- --------------------------------------------------------
*10.42 -- Escrow Agreement dated August 9, 1996
by and among N.A. Dental Services,
P.C.; EFW Dental Services P.C.; NEFW
Dental Services, P.C.; HDC Dental
Services, P.C.; Midcities Dental
Services, P.C.; West Ft. Worth Dental
Services, P.C.; Joseph A. Bonola and
Kristen Bonola; Castle Dental Centers
of Texas, Inc,.; and the escrow agent
named therein.
*10.43 -- 1996 Castle Dental Centers, Inc.
Omnibus Stock and Incentive Plan, as
amended.
*10.44 -- 1996 Castle Dental Centers, Inc.
Non-Employee Directors' Plan, as
amended.
10.45 -- Reserved
10.46 -- Reserved
10.47 -- Reserved
10.48 -- Reserved
*10.49 -- Amended and Restated Credit Agreement
dated May 31, 1996 between Castle
Dental Centers, Inc. and NationsBank
of Texas, N.A.
*10.50 -- $3,000,000 Revolving Credit Note
dated May 31, 1996 between Castle
Dental Centers, Inc. and NationsBank
of Texas, N.A.
*10.51 -- $6,000,000 Term Note dated May 31,
1996 between Castle Dental Centers,
Inc. and NationsBank of Texas, N.A.
*10.52 -- $10,000,000 Advancing Term Note dated
May 31, 1996 between Castle Dental
Centers, Inc. and NationsBank of
Texas, N.A.
*10.53 -- Amended and Restated Security
Agreement (Stocks, Bonds and Other
Securities) dated May 31, 1996
between Castle Dental Centers, Inc.
and NationsBank of
Texas, N.A.
*10.54 -- Amended and Restated Security
Agreement (Accounts, Inventory,
Equipment, Chattel Paper, Documents,
Instruments, General Intangibles and
Other Property) dated May 31, 1996
between Castle Dental Centers, Inc.
and NationsBank of Texas, N.A.
*10.55 -- Amended and Restated Guaranty
Agreement dated May 31, 1996 by Jack
H. Castle, Jr. in favor of
NationsBank of Texas, N.A.
*10.56 -- Guaranty Agreement dated May 31, 1996
by JHCDDS, Inc. in favor of
NationsBank of Texas, N.A.
*10.57 -- Amended and Restated Security
Agreement (Accounts, Inventory,
Equipment, Chattel Paper, Documents,
Instruments, General Intangibles and
Other Property) dated May 31, 1996
between JHCDDS, Inc. and NationsBank
of Texas, N.A.
*10.58 -- Security Agreement (Accounts,
Inventory, Equipment, Chattel Paper,
Documents, Instruments, General
Intangibles and Other Property) dated
May 31, 1996 between Castle Dental
Centers of Florida, Inc. and
NationsBank of Texas, N.A.
*10.59 -- Guaranty Agreement dated May 31, 1996
by Castle Dental Centers of Florida,
Inc. in favor of NationsBank of
Texas, N.A.
*10.60 -- Security Agreement (Accounts,
Inventory, Equipment, Chattel Paper,
Documents, Instruments, General
Intangibles and Other Property) dated
May 31, 1996 between Castle Dental
Centers of Tennessee, Inc. and
NationsBank of Texas, N.A.
*10.61 -- Guaranty Agreement dated May 31, 1996
by Castle Dental Centers of
Tennessee, Inc. in favor of
NationsBank of Texas, N.A.
*10.62 -- Lease dated January 1, 1996 by and
between Goforth, Inc. and Family
Dental Services of Texas, Inc.
*10.63 -- Lease Agreement effective February
20, 1995 by and between Lehndorff
Four Oaks Place Joint Venture and
Family Dental Services of Texas, Inc.
10.64 -- Reserved
10.65 -- Reserved
10.66 -- Reserved
II-7
<PAGE>
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
- -------------------- --------------------------------------------------------
*10.67 -- Option Agreement effective as of
December 18, 1995 by and between Jack
H. Castle, D.D.S. and Castle Dental
Centers, Inc.
*10.68 -- Option Agreement effective as of May
19, 1996 by and between Lester B.
Greenberg, D.D.S. and Castle Dental
Centers of Florida, Inc.
*10.69 -- Incentive Stock Option Agreement
dated May 31, 1996 between Castle
Dental Centers, Inc. and G. Powell
Bilyeu, D.D.S.
*10.70 -- Incentive Stock Option Agreement
dated May 31, 1996 between Castle
Dental Centers, Inc. and Phillip T.
Hamner.
*10.71 -- Incentive Stock Option Agreement
dated May 31, 1996 between Castle
Dental Centers, Inc. and David North.
*10.72 -- Option Agreement effective as of May
31, 1996 by and between G. Powell
Bilyeu and Castle Dental Centers of
Tennessee, Inc.
*10.73 -- Second Amendment and Supplement to
Amended and Restated Credit Agreement
dated as of June 16, 1997 between
Castle Dental Centers, Inc. and
NationsBank of Texas, N.A.
*10.74 -- 12% Senior Subordinated Note due
January 31, 1998 between Castle
Dental Centers, Inc. and NAP &
Company in the principal amount of
$1,347,000.
*10.75 -- 12% Senior Subordinated Note due
January 31, 1998 between Castle
Dental Centers, Inc. and Fuelship &
Company in the principal amount of
$267,000.
*10.76 -- 12% Senior Subordinated Note due
January 31, 1998 between Castle
Dental Centers, Inc. and Northman &
Co. in the principal amount of
$386,000.
*10.77 -- Amendment No. 1 to Deferred
Compensation Agreement dated June 16,
1997 by and between Castle Dental
Centers, Inc. and Jack H. Castle,
D.D.S.
*10.78 -- Option Agreement for the Purchase and
Sale of Businesses dated as of June
1, 1997 by and among Castle Dental
Centers of Texas, Inc., Castle Dental
Centers, Inc., Jack H. Castle,
D.D.S., P.C., SW Dental Associates,
LC, John Goodman, D.D.S. and Harold
Simpson, Jr.
*10.80 -- Member Interests Purchase Agreement
dated as of June 1, 1997 by and among
Castle Dental Centers of Texas, Inc.,
Castle Dental Centers, Inc., Jack H.
Castle, D.D.S., P.C., SW Dental
Associates, LC, John Goodman, D.D.S.
and Harold Simpson, Jr.
*10.81 -- Management Services Agreement
effective June 1, 1997 by and between
Castle Dental Centers of Texas, Inc.,
and SW Dental Associates, LC.
*10.82 -- Employment Agreement dated as of June
1, 1997 by and between Castle Dental
Centers of Texas, Inc. and John
Goodman, D.D.S.
*10.83 -- Consulting Agreement dated as of June
1, 1997 by and between Castle Dental
Centers of Texas, Inc. and Sheryl K.
Goodman.
*10.84 -- Option Agreement dated as of June 18,
1997 by and among Castle Dental
Centers, Inc., Castle Dental Centers
of Florida, Inc., Lester Greenberg
D.D.S. and NationsBank of Texas, N.A.
*11.1 -- Computation of Earnings Per Share.
*11.2 -- Computation of Earnings Per Share
under SAB No. 55.
*11.3 -- Computation of Pro Forma Earnings Per
Share.
*21 -- Subsidiaries of the Registrant.
+23.1 -- Consent of Coopers & Lybrand L.L.P.
*23.2 -- Consent of G. Daniel Siewert III.
*23.3 -- Consent of Emmett Moore.
*23.4 -- Consent of Louis A. Waters.
*27 -- Financial Data Schedule.
- ------------
* Filed previously.
+ Filed herewith.
II-8
<PAGE>
ITEM 17. UNDERTAKINGS.
(a) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Company pursuant to the provisions described in Item 14, or otherwise,
the Company 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 payment by the Company of expenses incurred
or paid by a director, officer or controlling person of the Company 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 Company 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 and will be governed by the final
adjudication of such issue.
(b) The undersigned registrant hereby undertakes to provide to the
underwriter at the closing specified in the underwriting agreement certificates
in such denominations and registered in such names as required by the
underwriter to permit prompt delivery to each purchaser.
(c) The undersigned registrant hereby undertakes that: (i) for purposes of
determining any liability under the Securities Act of 1933, the information
omitted from the form of prospectus filed as part of this registration statement
in reliance upon Rule 430A and contained in a form of prospectus filed by the
registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act
shall be deemed to be part of this registration statement as of the time it was
declared effective; (ii) for the purpose of determining any liability under the
Securities Act of 1933, each post-effective amendment that contains a form of
prospectus shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
II-9
<PAGE>
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, CASTLE DENTAL
CENTERS, INC. HAS DULY CAUSED THIS REGISTRATION STATEMENT OR AMENDMENT THERETO
TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE
CITY OF HOUSTON, STATE OF TEXAS, ON AUGUST 27, 1997.
CASTLE DENTAL CENTERS, INC.
BY: /S/ JACK H. CASTLE, JR.
JACK H. CASTLE, JR.
CHAIRMAN OF THE BOARD AND
CHIEF EXECUTIVE OFFICER
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS
REGISTRATION STATEMENT OR AMENDMENT THERETO HAS BEEN SIGNED BELOW BY THE
FOLLOWING PERSONS IN THE INDICATED CAPACITIES ON AUGUST 27, 1997.
SIGNATURE TITLE
- -------------------------------------------------------------------------------
/s/ JACK H. CASTLE, JR. Chairman of the Board of Directors, Chief
JACK H. CASTLE, JR. Executive Officer and Director
(principal executive officer)
* Director
JACK H. CASTLE, D.D.S.
/s/ JOHN M. SLACK Vice President and Chief Financial Officer
JOHN M. SLACK (principal financial and accounting officer)
* Director
G. KENT KAHLE
* Director
ROBERT J. CRESCI
* Director
ELIZABETH A. TILNEY
By: /s/ JACK H. CASTLE, JR.
*JACK H. CASTLE, JR.,
ATTORNEY-IN-FACT
II-10
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the inclusion in this registration statement on Form S-1
(File No. 333-11335) of i) our reports dated June 19, 1997, on our audits of the
financial statements and financial statement schedule of Castle Dental Centers,
Inc. and its combined predecessor companies as of December 31, 1995 and 1996 and
for each of the three years in the period ended December 31, 1996, ii) our
report dated June 18, 1997 on our audits of the financial statements of SW
Dental Associates, LC as of December 31, 1995 and 1996 and for each of the two
years in the period ended December 31, 1996, iii) our report dated June 10, 1996
on our audits of the financial statements of 1st Dental Care as of December 31,
1994 and 1995 and for each of the three years in the period ended December 31,
1995, iv) our report dated June 10, 1996 on our audits of the financial
statements of Mid-South Dental Centers as of December 31, 1994 and 1995 and for
each of the three years in the period ended December 31, 1995, and v) our report
dated August 15, 1996 on our audits of the financial statements of Horizon
Dental Centers as of December 31, 1995 and for each of the two years in the
period ended December 31, 1995. We also consent to the reference to our firm
under the caption "Experts."
COOPERS & LYBRAND L.L.P.
Houston, Texas
August 15, 1997
