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As filed with the Securities and Exchange Commission on August 21, 1998
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
PHYSICIANS' SPECIALTY CORP.
(Exact name of registrant as specified in its charter)
DELAWARE
(State or other jurisdiction of incorporation or organization)
58-2251438
(I.R.S. employer identification no.)
1150 LAKE HEARN DRIVE, SUITE 640, ATLANTA, GEORGIA 30342
(Address of principal executive offices) (Zip code)
PHYSICIANS' SPECIALTY CORP. 1996 STOCK OPTION PLAN
(Full title of the plan)
RAMIE A. TRITT, M.D.
1150 LAKE HEARN DRIVE, SUITE 640
ATLANTA, GEORGIA 30342
(Name and address of agent for service)
(404) 256-7535
(Telephone number, including area code, of agent for service)
Copy to:
Jill Cohen, Esq.
Bachner, Tally, Polevoy & Misher LLP
380 Madison Avenue
New York, New York 10017
CALCULATION OF REGISTRATION FEE
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<CAPTION>
Proposed Proposed
Maximum Maximum
Offering Aggregate Amount of
Title of each Class of Amount to Price Per Offering Registration
Securities to be Registered be Registered(1) Share(2) Price Fee
- --------------------------- ---------------- --------- ---------- ------------
<S> <C> <C> <C> <C>
Common Stock,
$.001 par value 550,000 $5.875 $3,231,250 $953.22
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(1) Pursuant to Rule 416, promulgated under the Securities Act of 1933, as
amended, an additional undeterminable number of shares of Common Stock
is being registered to cover any adjustment in the number of shares of
Common Stock pursuant to the anti-dilution provisions of the 1996 Stock
Option Plan .
(2) Estimated in accordance with Rule 457(h) solely for the purpose of
calculating the registration fee. The price shown is the average of the
high and low price of the Common Stock on August 18, 1998 as reported
on Nasdaq.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The Registration Statement on Form S-8 (File No. 333-41609),
filed by Physicians' Specialty Corp. (the "Registrant") on December 5, 1997, and
the documents listed below are hereby incorporated by reference into this
Registration Statement. In addition, all documents subsequently filed by the
Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities
Exchange Act of 1934 (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 date
of filing such documents:
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<S> <C>
(a) The Registrant's Annual Report on Form 10-K
for the fiscal year ended December 31, 1997;
(b)(1) The Registrant's definitive Proxy Statement,
dated April 30, 1998, as filed with the
Commission in connection with the Registrant's
Annual Meeting of Stockholders held on June 3,
1998;
(b)(2) The Registrant's report on Form 8-K as filed
with the Commission on March 24, 1998;
(b)(3) The Registrant's quarterly report on Form 10-Q
for the quarterly period ended March 31, 1998;
(b)(4) The Registrant's report on Form 8-K as filed
with the Commission on June 8, 1998;
(b)(5) The Registrant's report on Form 8-K/A as filed
with the Commission on August 4, 1998;
(b)(6) The Registrant's quarterly report on Form 10-Q
for the quarterly period ended June 30, 1998;
and
(c) The Registrant's Registration Statement on
Form 8-A declared effective by the Securities
and Exchange Commission on March 20, 1997,
including any amendment or supplement thereto.
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Item 8. Exhibits
<S> <C>
5.1 Opinion of Bachner, Tally, Polevoy & Misher
LLP with respect to the legality of the Common
Stock to be registered hereunder
10.13(a) Physicians' Specialty Corp. 1996 Stock
Option Plan, as amended (incorporated by
reference to the Registrant's Quarterly
Report on Form 10-Q for the three months
ended March 31, 1998)
23.1 Consent of Arthur Andersen LLP
23.2 Consent of Bachner, Tally, Polevoy & Misher
LLP (contained in Exhibit 5)
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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 Atlanta, State of Georgia, on the 21st day of
August 1998.
PHYSICIANS' SPECIALTY CORP.
By: /s/ Ramie A. Tritt
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Ramie A. Tritt, M.D.
Chairman of the Board and President
SIGNATURE
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
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<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Ramie A. Tritt Chairman of the Board August 21, 1998
- -------------------------------------- and President
Ramie A. Tritt, M.D. (principal executive officer)
/s/ Robert A. DiProva Executive Vice President and August 21, 1998
- -------------------------------------- Chief Financial Officer
Robert A. DiProva (principal financial and
accounting officer)
/s/ Richard D. Ballard Chief Executive Officer August 21, 1998
- -------------------------------------- and Director
Richard D. Ballard
/s/ Gerald R. Benjamin Vice Chairman of the August 21, 1998
- -------------------------------------- Board and Secretary
Gerald R. Benjamin
/s/ Edward R. Casas Director August 21, 1998
- --------------------------------------
Edward R. Casas, M.D.
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<S> <C> <C>
/s/ Sidney Kirschner Director August 21, 1998
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Sidney Kirschner
/s/ Steven L. Posar Director August 21, 1998
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Steven L. Posar, M.D.
/s/ Steven H. Sacks Director August 21, 1998
- -----------------------------------------
Steven H. Sacks, M.D.
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INDEX TO EXHIBITS
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<CAPTION>
Exhibit
No. Description
- ------- ------------
<S> <C>
5.1 Opinion of Bachner, Tally, Polevoy & Misher LLP with
respect to the legality of the Common Stock to be
registered hereunder
10.13(a) Physicians' Specialty Corp. 1996 Stock Option Plan, as amended
(incorporated by reference to the Registrant's Quarterly Report on Form 10-Q
for the three months ended March 31, 1998)
23.1 Consent of Arthur Andersen LLP
23.2 Consent of Bachner, Tally, Polevoy & Misher LLP
(contained in Exhibit 5)
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EXHIBIT 5.1
August 21, 1998
Physicians' Specialty Corp.
1150 Lake Hearn Drive
Suite 640
Atlanta, GA 30342
Re: REGISTRATION STATEMENT ON FORM S-8
Ladies and Gentlemen:
We have served as your counsel in connection with the
preparation of your Registration Statement on Form S-8 to be filed with the
Securities and Exchange Commission under the Securities Act of 1933, as amended
(the "Act"), representing the offering and issuance to certain persons under the
Physicians' Specialty Corp. (the "Company") 1996 Stock Option Plan, as amended
(the "Plan"), of an aggregate of 1,100,000 shares of your Common Stock, $.001
par value (the "Common Stock").
We have examined originals, or copies certified or otherwise
identified to our satisfaction, of such documents and corporate and public
records as we deem necessary as a basis for the opinion hereinafter expressed.
With respect to such, we have assumed the genuineness of all signatures
appearing on all documents presented to us as originals, and the conformity to
the originals of all documents presented to us as conformed or reproduced
copies. Where factual matters relevant to such opinion were not independently
established, we have relied upon certificates of officers and responsible
employees and agents of the Company.
Based upon the foregoing, it is our opinion that the shares of
Common Stock issuable under the Plan will be, when sold, paid for and issued as
contemplated by the terms of the Plan, duly and validly issued and fully paid
and nonassessable.
We hereby consent to the use of this opinion as Exhibit 5.1
to the Registration Statement, and to the use of our name in the Registration
Statement. 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,
BACHNER, TALLY, POLEVOY & MISHER LLP
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EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference in this registration statement of our reports dated
February 12, 1998 included in Physicians' Specialty Corp.'s Form 10-K for the
year ended December 31, 1997 and to all references to our Firm included in this
registration statement.
ARTHUR ANDERSEN LLP
Atlanta, Georgia
August 21, 1998
