<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 12, 1998
REGISTRATION NO. 333-
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
--------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------
HEALTHCARE FINANCIAL PARTNERS, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
--------------
DELAWARE 6799 52-1844418
(STATE OR OTHER (PRIMARY STANDARD (I.R.S. EMPLOYER
JURISDICTION OF INDUSTRIAL IDENTIFICATION
INCORPORATION OR CLASSIFICATION CODE NUMBER)
ORGANIZATION) NUMBER)
2 WISCONSIN CIRCLE, FOURTH FLOOR
CHEVY CHASE, MARYLAND 20815
(301) 961-1640
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
--------------
JOHN K. DELANEY
CHIEF EXECUTIVE OFFICER
HEALTHCARE FINANCIAL PARTNERS, INC.
2 WISCONSIN CIRCLE, FOURTH FLOOR
CHEVY CHASE, MARYLAND 20815
(301) 961-1640
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENT FOR SERVICE)
--------------
COPIES TO:
G. WILLIAM SPEER, ESQ. TODD H. BAKER, ESQ.
POWELL, GOLDSTEIN, FRAZER & MURPHY LLP GIBSON, DUNN & CRUTCHER LLP
SIXTEENTH FLOOR ONE MONTGOMERY STREET, SUITE 3100
191 PEACHTREE STREET, N.E. SAN FRANCISCO,CALIFORNIA 94104
ATLANTA, GEORGIA 30303 (415) 393-8200
(404) 572-6600
--------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC: As soon as
practicable after this Registration Statement becomes effective.
If any of the securities 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. [X] 333-46605
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. [_]
--------------
CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
AMOUNT PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TITLE OF EACH CLASS OF TO BE OFFERING PRICE AGGREGATE REGISTRATION
SECURITIES TO BE REGISTERED REGISTERED(1) PER SHARE(2) OFFERING PRICE(2) FEE
- -------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $.01 par value..... 632,500 $40.00 $25,300,000 $7,463.50
- -------------------------------------------------------------------------------------------------
</TABLE>
- --------------------------------------------------------------------------------
(1) Includes 82,500 shares subject to the Underwriters' over-allotment option.
(2) Based upon the actual offering price before underwriting discounts and
commisisons.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
EXPLANATORY NOTES
This Registration Statement is being filed pursuant to Rule 462(b) and
General Instruction V of Form S-3, both promulgated under the Securities Act
of 1933, as amended. The contents of Registration Statement No. 333-46605,
declared effective by the Commission on March 11, 1998, including any
prospectuses filed pursuant thereto, are hereby incorporated herein by
reference.
UNDERTAKING
The Registrant hereby undertakes and agrees to pay the registration fee for
the securities registered hereunder within twenty-four (24) hours of the
filing of this Registration Statement. It will give irrevocable wiring
instructions to its bank at the opening of business on Thursday, March 12,
1998 to wire the registration fee to the Commission immediately. Registrant has
sufficient funds in its account to cover the amount of the filing fee.
<PAGE>
EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------- -----------
<C> <S>
5.1 -- Opinion of Powell, Goldstein, Frazer & Murphy LLP
23.1 -- Consent of Ernst & Young LLP
23.2 -- Consent of McGladrey & Pullen, LLP
23.3 -- Consent of Powell, Goldstein, Frazer & Murphy LLP (included in
Exhibit 5.1)
24.1 -- Powers of Attorney for all officers and directors (included
on Signature Page of Registrant's Registration Statement on
Form S-3 (Reg. No. 333-46605) and incorporated therein by
reference)
</TABLE>
II-1
<PAGE>
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT
HAS DULY CAUSED THIS REGISTRATION STATEMENT TO BE SIGNED ON ITS BEHALF BY THE
UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE CITY OF CHEVY CHASE, STATE OF
MARYLAND, ON THE 12TH DAY OF MARCH, 1998.
HealthCare Financial Partners, Inc.
/s/ Edward P. Nordberg, Jr.
By: _________________________________
EDWARD P. NORDBERG, JR.
EXECUTIVE VICE PRESIDENT
AND CHIEF 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 THE 12TH DAY OF MARCH, 1998.
SIGNATURE TITLE
/s/ John K. Delaney* Chairman of the Board, Chief
- ------------------------------------- Executive Officer and
JOHN K. DELANEY Director (principal executive
officer)
/s/ Ethan D. Leder* Vice Chairman of the Board,
- ------------------------------------- President and Director
ETHAN D. LEDER
/s/ Edward P. Nordberg, Jr. Executive Vice President,
- ------------------------------------- Chief Financial Officer and
EDWARD P. NORDBERG, JR. Director (principal financial
officer)
/s/ Hilde M. Alter* Treasurer (principal
- ------------------------------------- accounting officer)
HILDE M. ALTER
Director
- -------------------------------------
JOHN F. DEALY
Director
- -------------------------------------
GEOFFREY E.D. BROOKE
*By: /s/ Edward P. Nordberg, Jr. March 12, 1998
--------------------------------
EDWARD P. NORDBERG, JR.
ATTORNEY-IN-FACT
II-2
<PAGE>
Exhibit 5.1
[LETTERHEAD OF POWELL, GOLDSTEIN, FRAZER & MURPHY LLP]
March 12, 1998
HealthCare Financial Partners, Inc.
2 Wisconsin Circle, Fourth Floor
Chevy Chase, Maryland 20815
Gentlemen:
We have acted as counsel to HealthCare Financial Partners, Inc., a
Delaware corporation (the "Company"), in connection with the preparation
and filing by the Company of a Registration Statement on Form S-3
(Registration No. 333-46605) (the "Registration Statement") relating to the
public offering of up to 632,500 shares of Common Stock (the "Shares"), $.01
par value per share (the "Common Stock"), of the Company (including 82,500
shares subject to the Underwriters' other-allotment option).
We have examined copies of the Amended and Restated Certificate of
Incorporation and the Amended and Restated By-Laws of the Company, the
Registration Statement, and such other corporate records and documents as we
deemed necessary to form the basis for the opinion hereinafter expressed. In
our examination of such documents, we have assumed the genuineness of all
signatures, the authenticity of all documents submitted to us as originals and
the conformity to original documents of all copies submitted to us. As to
various questions of fact material to such opinion, 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 all of the Common
Stock has been duly authorized and, when the Shares are issued and sold
in accordance with the terms described in the Prospectus incorporated into the
Registration Statement, the Shares will be validly issued, fully paid and non-
assessable.
<PAGE>
HealthCare Financial Partners, Inc.
March 12, 1998
Page 2
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement, to the reference to us in the Prospectus and to the
filing of this opinion as an exhibit to any application made by or on behalf of
the Company or any dealer in connection with the registration of the Common
Stock under the securities or blue sky laws of any state or jurisdiction. In
giving such permission, we do not admit hereby that we come within the category
of persons whose consent is required under Section 7 of the Securities Act of
1933, as amended, or the rules and regulations of the Securities and Exchange
Commission thereunder.
Very truly yours,
POWELL, GOLDSTEIN, FRAZER & MURPHY LLP
<PAGE>
Exhibit 23.1
Consent of Independent Auditors
We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Form S-3 No. 333-46605) and related Prospectus of
HealthCare Financial Partners, Inc. for the registration of 4,025,000 shares of
its common stock and to the incorporation by reference therein of our report
dated February 12, 1998 with respect to the consolidated financial statements of
HealthCare Financial Partners, Inc. included in its Annual Report (Form 10-K)
for the year ended December 31, 1997, filed with the Securities and Exchange
Commission.
/s/ ERNST & YOUNG LLP
Washington, D.C.
March 11, 1998
<PAGE>
[LETTERHEAD OF MCGLADREY & PULLEN, LLP APPEARS HERE]
Exhibit 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
We consent to the reference to our firm under the caption "Experts" in the
Registration Statement on Form S-3 and related Prospectus of HealthCare
Financial Partners, Inc. for the registration of 4,025,000 shares of its common
stock and to the incorporation by reference therein of our report dated
September 13, 1996, with respect to the combined financial statements of
HealthCare Financial Partners, Inc. and HealthPartners DEL, L.P. included or
incorporated by reference in its Annual Report on Form 10-K for the year ended
December 31, 1997, filed with the Securities and Exchange Commission.
/s/ McGladrey & Pullen, L.L.P.
Charlotte, North Carolina
March 12, 1998
