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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
FOR ANNUAL AND TRANSITION REPORTS
PURSUANT TO SECTIONS 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended December 31, 1997
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM_____TO_____
Commission File No. 1-12759
PHYSICIANS' SPECIALTY CORP.
(Exact name of registrant as specified in its charter)
Delaware 58-2251438
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization Identification Number)
1150 Lake Hearn Drive Suite 640, Atlanta, GA 30342
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (404) 256-7535
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: Common Stock, $.001
par value
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934
during the preceding twelve (12) months (or for such shorter period that the
registrant was required to file such report(s)), and (2) has been subject to
the filing requirements for the past ninety (90) days. Yes [X] NO
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-k [ ].
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The aggregate market value of the voting and non-voting common equity held by
non-affiliates of the registrant was approximately $44,000,000 based on the
last sales price of the Common Stock as of March 25, 1998.
As of March 25, 1998, 6,515,863 shares of Common Stock, $.001 par value, of the
registrant were issued and outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
See the Exhibit Index hereto.
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ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information regarding the
beneficial ownership of Common Stock by (i) each stockholder known by the
Company to own beneficially more than five percent of the outstanding Common
Stock, (ii) each director and Named Executive Officer of the Company and (iii)
all executive officers and directors of the Company as a group based upon the
number of outstanding shares of Common Stock as of March 23, 1998.
<TABLE>
<CAPTION>
PERCENTAGE
NAME AND ADDRESS NUMBER OF SHARES OF SHARES
OF BENEFICIALLY BENEFICIALLY
BENEFICIAL OWNER(1) OWNED(2) OWNED(2)
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<S> <C> <C>
Ramie A. Tritt, M.D.(3).......... 1,776,441 27.2%
Gerald R. Benjamin(4)............ 303,948 4.7
Richard D. Ballard(5)............ 99,984 1.5
Lawrence P. Kraska(6)............ 42,496 *
Robert A. DiProva(7)............. 67,490 1.0
Edward R. Casas, M.D.(8)......... 7,500 *
Steven L. Posar, M.D.(8)......... 7,500 *
Sidney Kirschner(8).............. 7,500 *
Joseph A. Cohen.................. 394,700 6.1
c/o The Garnet Group, Inc.
825 Third Avenue
New York, NY 10022 (9)
All executive officers and 2,312,859 34.2%
directors of the Company as a
group (8 persons)(10)
</TABLE>
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* Less than 1%
(1) Unless otherwise indicated, the address is c/o Physicians' Specialty Corp.,
1150 Lake Hearn Drive, Suite 640, Atlanta, Georgia 30342. Except as
otherwise indicated, each of the parties listed above has sole voting and
investment power over the shares owned.
(2) In computing the number and percentage ownership of shares beneficially
owned by a person, shares of Common Stock subject to options held by that
person that are exercisable within 60 days are deemed outstanding. Such
shares, however, are not deemed outstanding of Common Stock for purposes
of computing the percentage ownership of stockholders other than such
person.
(3) Includes (i) 1,761,257 shares owned directly by Dr. Tritt, (ii) 12,500
shares of Common Stock issuable upon exercise of options that are
exercisable within 60 days and (iii) 2,684 shares of Common Stock held by
Dr. Tritt's mother as custodian for Dr. Tritt's children. Excludes 37,500
shares of Common Stock issuable upon exercise of options which are not
exercisable within 60 days.
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(4) Includes (i) 293,948 shares of Common Stock owned by Bock, Benjamin & Co.,
Partners, L.P. and (ii) 10,000 shares of Common Stock issuable upon
exercise of options that are exercisable within 60 days. Excludes 30,000
shares of Common Stock issuable upon exercise of options which are not
exercisable within 60 days.
(5) Represents shares of Common Stock issuable upon exercise of options that
are exercisable within 60 days. Excludes 119,984 shares of Common Stock
issuable upon exercise of options which are not exercisable within 60 days.
(6) Represents shares of Common Stock issuable upon exercise of options that
are exercisable within 60 days. Excludes 67,496 shares of Common Stock
issuable upon exercise of options which are not exercisable within 60 days.
(7) Represents shares of Common Stock issuable upon exercise of options that
are exercisable within 60 days. Excludes 82,490 shares of Common Stock
issuable upon exercise of options which are not exercisable within 60 days.
(8) Represents shares of Common Stock issuable upon exercise of options that
are exercisable within 60 days.
(9) Based upon information provided by Mr. Cohen in a Schedule 13D filed under
the Securities Exchange Act of 1934, as amended, dated January 13, 1998,
includes (i) 270,600 shares of Common Stock owned directly by Mr. Cohen and
various entities through which Mr. Cohen directly possesses the power to
vote or dispose of such shares of Common Stock and (ii) 124,100 shares of
Common Stock owned by various individuals and entities through which
Mr. Cohen indirectly possesses the power to vote or dispose of such shares
of Common Stock. Mr. Cohen disclaims beneficial ownership of certain of
such shares of Common Stock.
(10) Includes 254,970 shares of Common Stock issuable upon exercise of options
that are exercisable within 60 days. Excludes 337,470 shares of Common
Stock issuable upon exercise of options which are not exercisable within
60 days.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
PHYSICIANS' SPECIALTY CORP.
By: /s/ Robert A. DiProva
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Robert A. DiProva
Executive Vice President and
Chief Financial Officer
Dated: April 24, 1998
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