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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 21, 1997
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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AMERIPATH, INC.
(Exact name of registrant as specified in its charter)
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<S> <C> <C>
DELAWARE 8099 65-0642485
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification No.)
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7289 GARDEN ROAD, SUITE 200
RIVIERA BEACH, FLORIDA 33404
(561) 845-1850
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive office)
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JAMES C. NEW
PRESIDENT AND CHIEF EXECUTIVE OFFICER
AMERIPATH, INC.
7289 GARDEN ROAD, SUITE 200
RIVIERA BEACH, FLORIDA 33404
(561) 845-1850
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
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COPIES OF COMMUNICATIONS TO:
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DANIEL H. ARONSON, ESQ. J. VAUGHAN CURTIS, ESQ.
GREENBERG TRAURIG HOFFMAN ALSTON & BIRD LLP
LIPOFF ROSEN & QUENTEL, P.A. ONE ATLANTIC CENTER
515 E. LAS OLAS BOULEVARD, SUITE 1500 1201 WEST PEACHTREE STREET
FORT LAUDERDALE, FLORIDA 33301 ATLANTA, GA 30309
(954) 765-0500 (404) 881-7000
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after the effective date of this Registration Statement.
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 number of the earlier effective
registration statement for the same offering. [X] 333-34265
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. [ ]
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CALCULATION OF REGISTRATION FEE
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PROPOSED MAXIMUM
TITLE OF EACH CLASS OF SECURITIES AMOUNT TO PROPOSED MAXIMUM AGGREGATE AMOUNT OF
TO BE REGISTERED BE REGISTERED(1) OFFERING PRICE(2) OFFERING PRICE(2) REGISTRATION FEE(3)
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Common Stock, $.01 par value per
share................................ 690,000 $16.00 $11,040,000 $5,087
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(1) Includes 750,000 shares of Common Stock which may be purchased by the
Underwriters pursuant to an over-allotment option.
(2) Estimated solely for the purpose of calculating the registration fee.
(3) 5,750,000 shares were registered under Registration No. 333-34625 and a
filing fee of $26,137 was previously paid with the earlier registration
statement.
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EXPLANATORY NOTE
THIS REGISTRATION STATEMENT RELATES TO THE PUBLIC OFFERING OF COMMON STOCK
OF AMERIPATH, INC. CONTEMPLATED BY A REGISTRATION STATEMENT ON FORM S-1,
REGISTRATION NO. 333-34265 (THE "PRIOR REGISTRATION STATEMENT"), AND IS FILED
SOLELY TO INCREASE THE NUMBER OF SHARES TO BE OFFERED IN SUCH OFFERING BY
690,000 SHARES, INCLUDING UP TO 90,000 SHARES THAT MAY BE SOLD BY SELLING
STOCKHOLDERS OR THE COMPANY PURSUANT TO THE UNDERWRITERS' OVER-ALLOTMENT OPTION.
THE CONTENTS OF THE PRIOR REGISTRATION STATEMENT ARE HEREBY INCORPORATED BY THIS
REFERENCE.
1.1
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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 Riviera Beach, State of
Florida, on October 21, 1997.
AMERIPATH, INC.
By: /s/ JAMES C. NEW
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James C. New
President and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below hereby constitutes and appoints James C. New and Robert P. Wynn his true
and lawful attorneys-in-fact, each acting alone, with full powers of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any or all amendments, including any
post-effective amendments, to this registration statement, and any additional
registration statements filed pursuant to Rule 462 under the Securities Act of
1933 relating hereto, and to file the same, with exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange Commission,
hereby ratifying and confirming all that said attorneys-in-fact or their
substitutes, each acting alone, may lawfully do or cause to be done by virtue
hereof.
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 date indicated.
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SIGNATURE TITLE DATE
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/s/ JAMES C. NEW President, Chief Executive October 21, 1997
- ----------------------------------------------------- Officer and Director
James C. New (principal executive officer)
* Chief Operating Officer and October 21, 1997
- ----------------------------------------------------- Director
Alan Levin, M.D.
/s/ ROBERT P. WYNN Executive Vice President and October 21, 1997
- ----------------------------------------------------- Chief Financial Officer
Robert P. Wynn (principal financial officer
and principal accounting
officer)
* Chairman of the Board and October 21, 1997
- ----------------------------------------------------- Director
Thomas S. Roberts
* Director October 21, 1997
- -----------------------------------------------------
Timothy Kilpatrick, M.D.
* Director October 21, 1997
- -----------------------------------------------------
C. Arnold Renschler, M.D.
Director
- -----------------------------------------------------
E. Roe Stamps, IV
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*By: /s/ JAMES C. NEW
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James C. New
Attorney-in-fact
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EXHIBIT INDEX
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Exhibit
Number Page Number
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5.1 Opinion of Greenberg, Traurig, Hoffman, Lipoff, Rosen & Quentel, P.A.
as to the validity of the Common Stock being registered
23.1 Consent of Greenberg, Traurig, Hoffman, Lipoff, Rosen & Quentel, P.A.
(included in its opinion filed as Exhibit 5.1)
23.2 Consent and Report on Schedules of Deloitte & Touche LLP
23.3 Consent of Deloitte & Touche LLP (Fort Lauderdale, Florida)
23.4 Consent of Deloitte & Touche LLP (Orlando, Florida)
23.5 Consent of Deloitte & Touche LLP (Cincinnati, Ohio)
23.6 Consent of Deloitte & Touche LLP (Dallas, Texas)
23.7 Consent of Deloitte & Touche LLP (Indianapolis, Indiana)
*24 Power of attorney from officers and directors of the Company
signing by an attorney-in-fact
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* Incorporated by reference from the Registration Statement on Form S-1 of the
Registrant, Registration No. 333-34265.
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[GREENBERG TRAURIG LETTERHEAD]
EXHIBIT 5.1
October 21, 1997
AmeriPath, Inc.
7289 Garden Road, Suite 200
Riviera Beach, FL 33404
Re: Public Offering of Common Stock
-------------------------------
Gentlemen:
We have acted as special counsel to AmeriPath, Inc., a Delaware corporation
(the "Company"), in connection with its filing, pursuant to Rule 462(b), with
the Securities and Exchange Commission of a Registration Statement on Form S-1,
as amended (the "Registration Statement"), under the Securities Act of 1933, as
amended (the "Act"). The Registration Statement relates to the sale by the
Company and certain selling stockholders of 600,000 and 90,000 shares,
respectively, of the Company's Common Stock, par value $.01 per share
(collectively, the "Shares").
In connection with our rendering of this opinion, we have examined and
relied upon the original or a copy, certified to our satisfaction, of: (i) the
Amended and Restated Certificate of Incorporation (the "Certificate of
Incorporation"), (ii) the Certificate of Amendment to the Certificate of
Incorporation which solely relates to the authorized but unissued shares of
preferred stock of the Company (the "Amendment"), which Amendment shall be filed
with the Secretary of State of the State of Delaware and become effective
simultaneously with the closing of the offering of the Shares; (iii) the
Amended and Restated Bylaws of the Company; (iv) resolutions of the Board of
Directors of the Company, and the Pricing Committee thereof, authorizing the
offering and the issuance of the Shares and related matters; (v) the
Registration Statement and exhibits thereto; and (vi) such other documents and
instruments as we have deemed necessary for the expression of opinions contained
herein.
We are of the opinion that the Shares, when issued and delivered in
accordance with the Company's Certificate of Incorporation and the Underwriting
Agreement filed as Exhibit 1.1 to the Registration Statement, will be duly and
validly authorized and issued and will be fully paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the use of our name under the caption
"Business--Government Regulation" and "Legal Matters" in the Prospectus forming
a part of the Registration Statement.
Sincerely,
/s/ GREENBERG TRAURIG
---------------------------------
GREENBERG, TRAURIG, HOFFMAN,
LIPOFF, ROSEN & QUENTEL, P.A.
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EXHIBIT 23.2
INDEPENDENT AUDITORS' CONSENT AND REPORT ON SCHEDULES
To the Board of Directors and Stockholders of AmeriPath, Inc.:
We consent to the incorporation by reference in this Registration Statement of
AmeriPath, Inc. on Form S-1 of our report dated March 6, 1997, appearing in
Registration Statement No. 333-34265 on Form S-1 of AmeriPath, Inc.
Our audits of the consolidated financial statements referred to in our
aforementioned report also included the consolidated financial statement
schedule of AmeriPath, Inc., listed in Item 16(b) of Registration Statement No.
333-34265. This consolidated financial statement schedule is the responsibility
of the Company's management. Our responsibility is to express an opinion based
on our audits. In our opinion, such consolidated financial statement schedule,
when considered in relation to the basic consolidated financial statements taken
as a whole, presents fairly in all material respects the information set forth
therein.
We have also previously audited, in accordance with generally accepted auditing
standards, the balance sheets of E.G. Poulos, M.D., M.J. Demaray, M.D. and A.P.
Kowalczyk, M.D., P.A. (the "Predecessor") as of December 31, 1992 and 1993, and
the related statements of income, stockholders' equity, and cash flows for the
years ended December 31, 1992 and 1993, and the balance sheet of American
Laboratory Associates, Inc. as of December 31, 1994 (none of which are
presented herein); and we expressed an unqualified opinion on those financial
statements. In our opinion, the information as of December 31, 1992, 1993 and
1994 and for the years ended December 31, 1992 and 1993, set forth under the
heading "Selected Consolidated Financial Data" in the Prospectus, is fairly
stated in all material respects in relation to the financial statements from
which it has been derived.
/s/ Deloitte & Touche LLP
DELOITTE & TOUCHE LLP
Fort Lauderdale, Florida
October 21, 1997
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EXHIBIT 23.3
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
AmeriPath, Inc. on Form S-1 of our reports appearing in Registration Statement
No. 333-34265 on Form S-1 of AmeriPath, Inc., as follows: dated September 27,
1996 on the financial statements of Demaray and Poulos, P.A.; dated September
27, 1996 on the financial statements of Amazon and Rosen, M.D., P.A.; dated
October 15, 1996 on the financial statements of SkinPath, P.C.; dated October
19, 1996 on the financial statements of Drs. Seidenstein, Levine & Associates,
P.A.; and dated November 13, 1996 on the financial statements of Fernandez and
Kalemeris, P.A.
/s/ Deloitte & Touche LLP
DELOITTE & TOUCHE LLP
Fort Lauderdale, Florida
October 21, 1997
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EXHIBIT 23.4
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
AmeriPath, Inc. on Form S-1 of our reports appearing in Registration Statement
No. 333-34265 on Form S-1 of AmeriPath, Inc., as follows: dated October 1, 1996
on the financial statements of Derrick and Associates Pathology, Inc.; and dated
November 1, 1996 on the financial statements of Volusia Pathology Group, M.D.,
P.A.
/s/ Deloitte & Touche LLP
DELOITTE & TOUCHE LLP
Orlando, Florida
October 21, 1997
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EXHIBIT 23.5
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
AmeriPath, Inc. on Form S-1 of our reports appearing in Registration Statement
No. 333-34265 on Form S-1 of AmeriPath, Inc., as follows: dated October 2, 1996
on the combined financial statements of Pathology Associates, P.S.C. and
Technical Pathology Services, Inc.; dated November 1, 1996 on the financial
statements of Beno Michel, M.D., Inc.; and dated November 8, 1996 on the
financial statements of David R. Barron, M.D., Inc.
/s/ Deloitte & Touche LLP
DELOITTE & TOUCHE LLP
Cincinnati, Ohio
October 21, 1997
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EXHIBIT 23.6
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
AmeriPath, Inc. on Form S-1 of our reports appearing in Registration Statement
No. 333-34265 on Form S-1 of AmeriPath, Inc., as follows: dated November 12,
1996 on the combined financial statements of Clay J. Cockerell, M.D., P.A. and
Freeman-Cockerell Laboratories, Inc.; and dated August 22, 1997 on the combined
financial statements of Unipath Ltd. and Affiliates.
/s/ Deloitte & Touche LLP
DELOITTE & TOUCHE LLP
Dallas, Texas
October 21, 1997
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EXHIBIT 23.7
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
AmeriPath, Inc. on Form S-1 of our report dated August 15, 1997 on the combined
financial statements of CoLab Incorporated Professional Corporation,
MicroDiagnostics, P.C. and Anatomical Pathology Services, P.C. appearing in
Registration Statement No. 333-34265 on Form S-1 of AmeriPath, Inc.
/s/ Deloitte & Touche LLP
DELOITTE & TOUCHE LLP
Indianapolis, Indiana
October 21, 1997
