<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 10, 1996
REGISTRATION NO. 333-13613
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
AMENDMENT NO. 3
TO
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------
COAST DENTAL SERVICES, INC.
(Exact name of registrant as specified in its charter)
------------------------
<TABLE>
<S> <C> <C>
DELAWARE 8741 59-3136131
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification No.)
</TABLE>
------------------------
<TABLE>
<S> <C>
COAST DENTAL SERVICES, INC. TEREK DIASTI, CEO
6200 COURTNEY CAMPBELL CAUSEWAY, COAST DENTAL SERVICES, INC.
SUITE 690 6200 COURTNEY CAMPBELL CAUSEWAY,
TAMPA, FL 33607 SUITE 690
(813) 288-1999 TAMPA, FL 33607
(Address, including zip code, and telephone (813) 288-1999
number, including area code, of registrant's (Name, address, including zip code, and
principal executive offices) telephone number,
including area code, of agent for service)
</TABLE>
------------------------
With Copies to:
<TABLE>
<S> <C>
DARRELL C. SMITH, ESQUIRE JEFFREY M. STEIN, ESQUIRE
SHUMAKER, LOOP & KENDRICK, LLP KING & SPALDING
101 E. KENNEDY BLVD., SUITE 2800 191 PEACHTREE STREET, N.E.
TAMPA, FLORIDA 33602 ATLANTA, GEORGIA 30303-1763
(813) 229-7600 (404) 572-4600
</TABLE>
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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, 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 THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The Company estimates that expenses payable by it in connection with the
Offering described in this registration statement (other than underwriting
discounts and commissions) will be as follows:
<TABLE>
<S> <C>
Securities and Exchange Commission registration fee....................... $ 8,364
NASD filing fee........................................................... 3,260
Nasdaq National Market listing fee........................................ 34,500
Printing expenses......................................................... 200,000
Accounting fees and expenses.............................................. 140,000
Legal fees and expenses................................................... 350,000
Fees and expenses (including legal fees) for qualifications under state
securities laws......................................................... 25,000
Registrar and Transfer Agent's fees and expenses.......................... 2,500
Miscellaneous............................................................. 36,376
--------
Total................................................................... $800,000
========
</TABLE>
All amounts except the Securities and Exchange Commission registration fee,
the NASD filing fee and the Nasdaq National Market listing fee are estimated.
The Company intends to pay all expenses of registration with respect to shares
being sold by the Selling Stockholders hereunder, with the exception of
underwriting discounts and commissions.
ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145 of the Delaware General Corporation Law ("DGCL") empowers a
corporation, subject to certain limitations, to indemnify its directors and
officers against expenses (including attorneys' fees, judgments, fines and
certain settlements) actually and reasonably incurred by them in connection with
any suit or proceeding to which they are a party so long as they acted in good
faith and in a manner reasonably believed to be in or not opposed to the best
interests of the corporation, and, with respect to a criminal action or
proceeding, so long as they had no reasonable cause to believe their conduct to
have been unlawful. The Company's By-laws provide that the Company shall
indemnify its directors and such of its officers, employees and agents as it may
from time to time designate, to the fullest extent permitted by Section 145 of
the DGCL, as now existing or as may hereafter be amended.
Section 102 of the DGCL permits a Delaware corporation to include in its
certificate of incorporation a provision eliminating or limiting a director's
liability to a corporation or its stockholders for monetary damages for breaches
of fiduciary duty. The enabling statute provides, however, that liability for
breaches of the duty of loyalty, acts or omissions not in good faith or
involving intentional misconduct or knowing violation of the law, and the
unlawful purchase or redemption of stock or payment of unlawful dividends or the
receipt of improper personal benefits cannot be eliminated or limited in this
manner. The Company's Certificate of Incorporation includes a provision which
eliminates, to the fullest extent permitted by the DGCL, director liability for
monetary damages for breaches of fiduciary duty. In addition, the Board of
Directors of the Company has approved the execution by the Company of
indemnification agreements with the Directors and certain officers of the
Company, the form of which has been filed as an exhibit to this Registration
Statement.
The Company maintains directors' and officers' liability insurance.
ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES
In March 1996, the Company issued an aggregate of 3,840,000 shares of
Common Stock in connection with its corporate reorganization. See "Certain
Transactions." This transaction was exempt from the
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<PAGE> 3
registration requirements of the Securities Act pursuant to Section 4(2) because
it did not involve any public offering.
In January and February 1996, the Company reached mutual understandings to
provide restricted shares of Common Stock and in April and May 1996 issued
40,000 and 120,000 shares, respectively, as compensation to certain employees,
executive officers, and affiliated professionals, pursuant to the Plans. These
transactions were exempt from the registration requirements of the Securities
Act pursuant to Rule 701.
In October and November 1996, the Company granted options to purchase
132,849 shares of Common Stock under the Plans to certain employees, executive
officers and affiliated professionals. These transactions are exempt from the
registration requirements of the Securities Act pursuant to Rule 701. The
Company plans to file registration statements on Form S-8 after this Offering to
cover sales of shares of Common Stock under the Plans, if any.
The Company has issued non-negotiable promissory notes to sellers as part
of the purchase price in connection with the Company's purchase of the allowable
assets of certain dental practices. On April 24, 1996 the Company issued
non-negotiable promissory notes totalling $1.2 million to Richard J. Shawn,
D.M.D. in connection with the Shawn Acquisition. On September 27, 1996 and
September 30, 1996, the Company issued non-negotiable promissory notes totalling
$341,250 to Juan A. Soler, D.D.S., Jerry L. Reynolds, D.D.S. and Dan Steele,
P.A. in connection with the acquisition of the allowable assets of three dental
practices. On October 31, 1996, the Company issued non-negotiable promissory
notes totalling $1.5 million to Seminole Dental Center, Seminole Dental West,
Seminole Dental South, Michael D. Whitcher, D.D.S. and C. M. Garcia, D.M.D. in
connection with the Seminole Acquisition. The Company does not believe that the
promissory notes issued in these transactions are a "security" as defined by
Section 2(1) of the Securities Act. However, in the event the promissory notes
are deemed to be a security these transactions were exempt from the registration
requirements of the Securities Act pursuant to Section 4(2) because they did not
involve any public offering.
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ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULE
(a) EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
- --------- ------------------------------------------------------------------------
<C> <S> <C>
1.1**** -- Form of Underwriting Agreement.
2.1** -- Asset Purchase Agreement dated April 1, by and among Adam Diasti,
D.D.S., P.A., Coast Dental Services, Inc., Richard J. Shawn D.M.D.,
P.A., East Coast Dental Management, Inc. and Richard J. Shawn, D.M.D....
2.2** -- Asset Purchase Agreement dated October 31, 1996 by and among Coast
Florida P.A., Coast Dental Services, Inc., Seminole Dental Services,
Inc., Seminole Dental Center, Seminole Dental West, Seminole Dental
South, Michael D. Witcher, D.D.S., P.A., Milo R. Novotny, D.D.S., P.A.,
and C.M. Garcia, D.M.D., P.A............................................
3.1** -- Restated Certificate of Incorporation of Coast Dental Services, Inc.....
3.2* -- Bylaws of Coast Dental Services, Inc....................................
4.1* -- Specimen of Coast Dental Services, Inc. Common Stock Certificate........
4.2* -- Business Loan Agreement dated August 15, 1996 between Coast Dental
Services, Inc. and Barnett Bank, N.A. (Previously filed as Exhibit 10.9
to the Company's Registration Statement on Form S-1 filed on October 7,
1996 (File No. 333-13613) and incorporated herein by reference.
4.3**** -- Loan Commitment Letter dated November 7, 1996 between Coast Dental
Services, Inc. and Barrett Bank, N.A.-Tampa.............................
(The Company is not filing any instrument with respect to long-term debt
that does not exceed 10 percent of the total assets of the Company and
the Company agrees to furnish a copy of such instrument to the
Commission upon request.)
5.1**** -- Opinion of Shumaker, Loop & Kendrick, LLP as to the Common Stock being
registered..............................................................
10.1** -- Employment Agreement between Coast Dental Services, Inc. and Terek
Diasti..................................................................
10.2** -- Employment Agreement between Coast Dental Services, Inc. and Adam
Diasti, D.D.S...........................................................
10.3* -- Employment Agreement between Coast Dental Services, Inc. and Joseph R.
Smith...................................................................
10.4* -- Coast Dental Services, Inc. Stock Option Plan...........................
10.5* -- Coast Dental Services, Inc. Affiliated Professional Stock Plan..........
10.6* -- Services and Support Agreement dated October 1, 1996 between Coast
Dental Services, Inc. and Coast Florida, P.A............................
10.7* -- Asset Purchase Agreement dated April 1, 1996 by and among Adam Diasti,
D.D.S., P.A., Coast Dental Services, Inc., Richard J. Shawn D.M.D.,
P.A., East Coast Dental Management, Inc. and Richard J. Shawn, D.M.D.,
filed as Exhibit 2.1 to this Registration Statement and incorporated
herein by reference.....................................................
10.8* -- Promissory Note from Adam Diasti, DDS, P.A., dated June 30, 1996,
payable to Coast Dental Services, Inc...................................
10.9* -- Business Loan Agreement dated August 15, 1996 between Coast Dental
Services, Inc. and Barnett Bank, N.A....................................
10.10* -- Form of Indemnification Agreement with officers and directors...........
10.11** -- Asset Purchase Agreement dated October 31, 1996 by and among Coast
Florida P.A., Coast Dental Services, Inc., Seminole Dental Services,
Inc., Seminole Dental Center, Seminole Dental West, Seminole Dental
South, Michael D. Witcher, D.D.S., P.A., Milo R. Novotny, D.D.S. P.A.,
and C.M. Garcia D.M.D. P.A., filed as Exhibit 2.2 to this Registration
Statement and incorporated herein by reference..........................
10.12** -- Agreement to Transfer Stock and Stock Pledge dated November 1, 1996, by
and between Adam Diasti, D.D.S. and Coast Dental Services, Inc..........
10.13**** -- Loan Commitment Letter dated November 7, 1996 between Coast Dental
Services, Inc. and Barrett Bank, N.A.-Tampa filed as Exhibit 4.3 to the
Registration Statement and incorporated herein by reference.............
</TABLE>
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<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
- --------- ------------------------------------------------------------------------
<C> <S> <C>
16.1 -- Letter from KPMG Peat Marwick LLP.......................................
23.1**** -- Consent of Shumaker, Loop & Kendrick LLP (included in their opinion
filed as Exhibit 5.1)...................................................
23.2*** -- Consent of Deloitte & Touche LLP independent certified public
accountants.............................................................
27.1** -- Financial Data Schedule for year ended December 31, 1995 (for SEC use
only)...................................................................
27.2** -- Financial Data Schedule for nine months ended September 30, 1996 (for
SEC use only)...........................................................
</TABLE>
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* Previously filed as an exhibit with the same exhibit number identification
in the Company's Registration Statement on Form S-1 filed on October 7,
1996 (File No. 333-13613) and incorporated herein by reference.
** Previously filed as an exhibit with the same exhibit number identification
in the Company's Amendment No. 1 to Form S-1 Registration Statement filed
on November 12, 1996 and incorporated herein by reference.
*** Previously filed as an exhibit with the same exhibit number identification
in the Company's Amendment No. 2 to Form S-1 Registration Statement filed
on December 5, 1996 and incorporated herein by reference.
**** To be filed by amendment to the Company's Form S-1 Registration Statement.
(b) FINANCIAL STATEMENT SCHEDULES
All other schedules are omitted because the required information is not
present or is not present in amounts sufficient to require submission of the
schedule or because the information required is included in the financial
statements or notes thereto or the schedule is not required or inapplicable
under the related instructions.
ITEM 17. UNDERTAKINGS.
(a) The undersigned Registrant hereby undertakes to provide to the
underwriters at the closing specified in the underwriting agreement,
certificates in such denominations and registered in such names as required by
the underwriters to permit prompt delivery to each purchaser.
(b) Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the 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 and will be governed by the final
adjudication of such issue.
(c) The undersigned Registrant hereby undertakes that:
(1) For purposes of determining any liability under the Securities
Act, the information omitted from the form of prospectus filed as part of
this registration statement in reliance upon Rule 430A and contained in a
form of prospectus filed by the Registrant pursuant to Rule 424(b)(1) or
(4) or 497(h) under the Securities Act shall be deemed to be part of this
registration statement as of the time it was declared effective.
(2) For purposes of determining any liability under the Securities
Act, each post-effective amendment that contains a form of prospectus shall
be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Company has
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Tampa, State of Florida
on December 10, 1996.
COAST DENTAL SERVICES, INC.
By: /s/ DR. TEREK DIASTI, DVM
------------------------------------
Dr. Terek Diasti, DVM
Chief Executive Officer
By: /s/ JOSEPH R. SMITH
------------------------------------
Joseph R. Smith,
Chief Financial Officer
(Principal Accounting Officer
and Principal Financial Officer)
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on December 10, 1996.
<TABLE>
<CAPTION>
SIGNATURE TITLE
- --------------------------------------------- ----------------------------------------------
<C> <S>
/s/ DR. TEREK DIASTI, DVM Chief Executive Officer and Chairman of the
- --------------------------------------------- Board
Dr. Terek Diasti, DVM
* President, Chief Operating Officer and
- --------------------------------------------- Director
Dr. Adam Diasti
/s/ JOSEPH R. SMITH Chief Financial Officer, Secretary, Treasurer
- --------------------------------------------- and Director
Joseph R. Smith
*By /s/ DR. TEREK DIASTI, DVM as attorneys in fact pursuant to the power of
- --------------------------------------------- attorney included in the Registration
Dr. Terek Disasti, DVM Statement as originally filed on October 7,
1996.
/s/ JOSEPH R. SMITH
- ---------------------------------------------
Joseph R. Smith
</TABLE>
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EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT SEQUENTIALLY
NUMBER EXHIBIT DESCRIPTION NUMBERED PAGE
- -------- --------------------------------------------------------------------- -------------
<C> <C> <S> <C>
1.1**** -- Form of Underwriting Agreement.
2.1** -- Asset Purchase Agreement dated April 1, by and among Adam Diasti,
D.D.S., P.A., Coast Dental Services, Inc., Richard J. Shawn D.M.D.,
P.A., East Coast Dental Management, Inc. and Richard J. Shawn,
D.M.D................................................................
2.2** -- Asset Purchase Agreement dated October 31, 1996 by and among Coast
Florida P.A., Coast Dental Services, Inc., Seminole Dental Services,
Inc., Seminole Dental Center, Seminole Dental West, Seminole Dental
South, Michael D. Witcher, D.D.S., P.A., Milo R. Novotny, D.D.S.,
P.A., and C.M. Garcia, D.M.D., P.A...................................
3.1** -- Restated Certificate of Incorporation of Coast Dental Services,
Inc..................................................................
3.2* -- Bylaws of Coast Dental Services, Inc.................................
4.1* -- Specimen of Coast Dental Services, Inc. Common Stock Certificate.....
4.2* -- Business Loan Agreement dated August 15, 1996 between Coast Dental
Services, Inc. and Barnett Bank, N.A. (Previously filed as Exhibit
10.9 to the Company's Registration Statement on Form S-1 filed on
October 7, 1996 (File No. 333-13613) and incorporated herein by
reference.
4.3**** -- Loan Commitment Letter dated November 7, 1996 between Coast Dental
Services, Inc. and Barrett Bank, N.A.-Tampa..........................
(The Company is not filing any instrument with respect to long-term
debt that does not exceed 10 percent of the total assets of the
Company and the Company agrees to furnish a copy of such instrument
to the Commission upon request.)
5.1**** -- Opinion of Shumaker, Loop & Kendrick, LLP as to the Common Stock
being registered.....................................................
10.1** -- Employment Agreement between Coast Dental Services, Inc. and Terek
Diasti...............................................................
10.2** -- Employment Agreement between Coast Dental Services, Inc. and Adam
Diasti, D.D.S........................................................
10.3* -- Employment Agreement between Coast Dental Services, Inc. and Joseph
R. Smith.............................................................
10.4* -- Coast Dental Services, Inc. Stock Option Plan........................
10.5* -- Coast Dental Services, Inc. Affiliated Professional Stock Plan.......
10.6* -- Services and Support Agreement dated October 1, 1996 between Coast
Dental Services, Inc. and Coast Florida, P.A.........................
10.7* -- Asset Purchase Agreement dated April 1, 1996 by and among Adam
Diasti, D.D.S., P.A., Coast Dental Services, Inc., Richard J. Shawn
D.M.D., P.A., East Coast Dental Management, Inc. and Richard J.
Shawn, D.M.D., filed as Exhibit 2.1 to this Registration Statement
and incorporated herein by reference.................................
10.8* -- Promissory Note from Adam Diasti, DDS, P.A., dated June 30, 1996,
payable to Coast Dental Services, Inc................................
10.9* -- Business Loan Agreement dated August 15, 1996 between Coast Dental
Services, Inc. and Barnett Bank, N.A.................................
10.10* -- Form of Indemnification Agreement with officers and directors........
</TABLE>
<PAGE> 8
<TABLE>
<CAPTION>
EXHIBIT SEQUENTIALLY
NUMBER EXHIBIT DESCRIPTION NUMBERED PAGE
- -------- --------------------------------------------------------------------- -------------
<C> <C> <S> <C>
10.11** -- Asset Purchase Agreement dated October 31, 1996 by and among Coast
Florida P.A., Coast Dental Services, Inc., Seminole Dental Services,
Inc., Seminole Dental Center, Seminole Dental West, Seminole Dental
South, Michael D. Witcher, D.D.S., P.A., Milo R. Novotny, D.D.S.
P.A., and C.M. Garcia D.M.D. P.A., filed as Exhibit 2.2 to this
Registration Statement and incorporated herein by reference..........
10.12** -- Agreement to Transfer Stock and Stock Pledge dated November 1, 1996,
by and between Adam Diasti, D.D.S. and Coast Dental Services, Inc....
10.13**** -- Loan Commitment Letter dated November 7, 1996 between Coast Dental
Services, Inc. and Barrett Bank, N.A.-Tampa filed as Exhibit 4.3 to
the Registration Statement and incorporated herein by reference......
16.1 -- Letter from KPMG Peat Marwick LLP....................................
23.1**** -- Consent of Shumaker, Loop & Kendrick, LLP (included in their opinion
filed as Exhibit 5.1)................................................
23.2*** -- Consent of Deloitte & Touche LLP independent certified public
accountants..........................................................
27.1** -- Financial Data Schedule for year ended December 31, 1995 (for SEC use
only)................................................................
27.2** -- Financial Data Schedule for nine months ended September 30, 1996 (for
SEC use only)........................................................
</TABLE>
- ---------------
* Previously filed as an exhibit with the same exhibit number identification
in the Company's Registration Statement on Form S-1 filed on October 7,
1996 (File No. 333-13613) and incorporated herein by reference.
** Previously filed as an exhibit with the same exhibit number identification
in the Company's Amendment No. 1 to Form S-1 Registration Statement filed
on November 12, 1996 and incorporated herein by reference.
*** Previously filed as an exhibit with the same exhibit number indentification
in the Company's Amendment No. 2 to Form S-1 Registration Statement filed
on December 5, 1996 and incorporated herein by reference.
**** To be filed by amendment to the Company's Form S-1 Registration Statement.
<PAGE> 1
EXHIBIT 16.1
KPMG Peat Marwick LLP
One Biscayne Tower Telephone 305 358 2300 Telefax 305 577 0544
Suite 2900
2 South Biscayne Boulevard
Miami, Florida 33131
December 6, 1996
Securities and Exchange Commission
Washington, D.C. 20549
Ladies and Gentlemen:
We were previously principal accountants for Coast Dental, Inc. and, under the
date of February 9, 1996, except as to note 7 which is as of March 23, 1996, we
reported on the financial statements of Coast Dental, Inc. as of and for the
years ended December 31, 1995 and 1994. On May 29, 1996, our appointment as
principal accountant was terminated. We have read Coast Dental Services,
Inc.'s statement included under the caption "Experts" on Form S-1 and we agree
with such statements.
Very truly yours,
/s/ KPMG Peat Marwick
