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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 22, 1997
REGISTRATION NO. 333-34265
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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POST-EFFECTIVE
AMENDMENT NO. 1
TO
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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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. [ ] ______
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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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 SECURITIES AND EXCHANGE 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:
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Securities and Exchange Commission registration fee......... $ 31,224
NASD filing fee............................................. 11,057
Nasdaq National Market listing fee.......................... 50,000
Printing expenses........................................... 600,000
Accounting fees and expenses................................ 615,000
Legal fees and expenses..................................... 400,000
Healthcare regulatory consulting fees and expenses.......... 200,000
Fees and expenses (including legal fees) for qualifications
under state securities laws............................... 22,500
Registrar and Transfer Agent's fees and expenses............ 5,000
Miscellaneous............................................... 165,219
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Total.................................................. $2,100,000
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All amounts except the Securities and Exchange Commission registration fee,
the NASD filing fee and the Nasdaq National Market listing fee are estimated.
ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Company has authority under Section 145 of the Delaware General
Corporations Law to indemnify its directors and officers to the extent provided
in such statute. The Company's Amended and Restated Certificate of
Incorporation, filed as Exhibit 3.2 to this Registration Statement, provides
that the Company shall indemnify its executive officers and directors to the
fullest extent permitted by law either now or hereafter.
At present, there is no pending litigation or proceeding involving a
director or officer of the Registrant as to which indemnification is being
sought, nor is the Registrant aware of any threatened litigation that may result
in claims for indemnification by any officer or director.
Pursuant to the Underwriting Agreement filed as Exhibit 1.1 to this
Registration Statement, the Underwriters have agreed to indemnify the directors,
officers and controlling persons of the Registrant against certain civil
liabilities that may be incurred in connection with this offering, including
certain liabilities under the Securities Act.
The Company has obtained directors and officers liability insurance for the
benefit of its directors and certain of its officers.
ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES.
Pursuant to the 1994 Acquisition: (i) Summit and Schroder purchased
3,084,730 and 123,389 shares, respectively, of the Convertible Preferred Stock
for $5,288,250 million and $211,750 million, respectively; and (ii) ALA issued
475,200 shares of common stock to each of Drs. Demaray, Poulos and Kowalczyk,
the owners of PDK, for an aggregate purchase price of $1.0 million.
In April 1996, the remaining obligations under the ALA Contingent Notes
were canceled in exchange for an aggregate of 194,400 shares of Common Stock
(64,800 shares to each of Drs. Demaray, Poulos and Kowalczyk).
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In connection with the Share Exchange and formation of AmPath in February
1996, each of Summit, Schroder and Dr. Demaray, Poulos and Kowalczyk exchanged
their respective holdings of Convertible Preferred Stock and Common Stock of ALA
for the same number and type of debt and equity securities of the Company. No
additional consideration was paid in connection with these transactions. Also in
February 1996, Summit and Schroder converted 115,388 and 4,616 shares,
respectively, of the Convertible Preferred Stock to 207,698 and 8,309 shares,
respectively, of Common Stock.
In connection with the establishment of the Credit Facility and amendments
thereto and the payment of related commitment fees, the Company issued (i) to
FSC Corp., an affiliate of The First National Bank of Boston, 14,999 shares,
22,500 shares and 20,000 shares of Common Stock on June 26, 1996, August 29,
1996 and November 4, 1996, respectively, and (ii) to Atlantic Equity
Corporation, an affiliate of NationsBank, 14,999 shares and 13,500 shares of
Common Stock on June 26, 1996 and August 29, 1996, respectively.
Summit and Schroder will convert their shares of Convertible Preferred
Stock into an aggregate of 5,558,607 shares of Common Stock prior to
consummation of this offering. The Company has reserved 5,558,607 shares of
Common Stock for the conversion of the Convertible Preferred Stock.
Effective June 30, 1996, the Company consummated the acquisition of Derrick
and in connection therewith issued an aggregate of 1,080,009 shares of Common
Stock to the 19 shareholders of Derrick. On October 13, 1996, the Company
consummated the acquisition of Seidenstein and in connection therewith issued an
aggregate of 136,501 shares of Common Stock to the three shareholders of
Seidenstein. On September 30, 1996, the Company consummated the acquisition of
Richfield Labs and in connection therewith issued an aggregate of 275,999 shares
of Common Stock to the two shareholders of Richfield Labs. On October 15, 1996,
the Company consummated the acquisition of CPI and in connection therewith
issued an aggregate of 172,800 shares of Common Stock to the shareholder of CPI.
On September 30, 1996, the Company consummated the acquisition of Volusia and in
connection therewith issued an aggregate of 11,999 shares of Common Stock to one
of the eight shareholders of Volusia. On November 4, 1996, the Company
consummated the acquisition of Gulf Coast and in connection therewith issued an
aggregate of 360,000 shares of Common Stock to the two shareholders of Gulf
Coast. On November 19, 1996, the Company entered into 21 separate agreements
with respect to the issuance of shares of Common Stock in exchange for the
surrender of contingent rights to receive Common Stock in the future. In
connection with such agreements, the following shares were issued: 79,999 to
Leslie B. Rosen, M.D.; 40,000 to Kip Amazon, M.D.; 103,500 to each of Robert E.
Jones, Jr., M.D. and James E. Elder, M.D.; 140,076 to David R. Barron, M.D.;
39,924 to Ruth S. Kleier, M.D.; 90,000 to Beno Michel, M.D.; 22,545 to each of
James Arocho, M.D., Jane Chen, M.D., William Douglas, M.D., Thomas Greer, M.D.,
Steven Popok, M.D., James Roberts, M.D. and Lori Shehi, M.D.; 90,000 to Clay J.
Cockerell, M.D.; 107,399 to James E. Dunnington, M.D.; 113,740 to each of
Lawrence Seidenstein, M.D., Steven E. Levine, M.D. and David M. Reardon, M.D.;
and 270,000 to each of George C. Kalemeris, M.D. and Richard Fernandez, M.D.
In May, 1997, in connection with certain post-closing adjustments relating
to the acquisition of CPI, the Company issued 91,201 shares of Common Stock to
Beno Michel, M.D.
On August 1, 1997, the Company consummated the acquisition of the practice
of Steven D. Weiss, M.D. and in connection therewith issued 3,000 shares of
Common Stock to Steven D. Weiss, M.D.
On August 29, 1997, the Company consummated the acquisition of Sturgis and
in connection therewith issued 60,417 shares of Common Stock to the five
shareholders of Sturgis.
On September 1, 1997, the Company consummated the acquisition of Unipath
and in connection therewith issued 1,000,001 shares of Common Stock to the ten
shareholders of Unipath.
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ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
(a) Exhibits:
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EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
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1.1 -- Form of Underwriting Agreement
3.1 -- AmeriPath's Amended and Restated Certificate of
Incorporation
3.2 -- AmeriPath's Amended and Restated Bylaws
3.3 -- AmeriPath's Certificate of Amendment to the Amended and
Restated Certificate of Incorporation
5.1 -- Opinion of Greenberg, Traurig, Hoffman, Lipoff, Rosen &
Quentel, P.A. as to the validity of the Common Stock being
registered
10.1 -- Amended and Restated 1996 Stock Option Plan
10.2 -- Employment Agreement, dated as of October 24, 1995, between
AmeriPath and James C. New
10.3 -- Employment Agreement, dated as of August 2, 1993, as
amended, between ALA and Robert P. Wynn
10.4 -- Employment Agreement, dated as of January 1, 1994, between
AmeriPath and Michael J. Demaray, M.D.
10.5 -- Employment Agreement, dated June 30, 1996, between AmeriPath
and Alan Levin, M.D.
10.6 -- Employment Agreement, dated as of September 30, 1996,
between AmeriPath Florida and Alan Levin, M.D., as amended
10.7 -- Employment Agreement, dated as of June 30, 1996, between
AmeriPath Florida and Timothy Kilpatrick, M.D.
10.8 -- Employment Agreement, dated as of June 30, 1996, between
AmeriPath Florida and Les Rosen, M.D.
10.9 -- Credit Agreement originally dated as of May 29, 1996 and
amended and restated as of June 27, 1997, among AmeriPath,
Inc., the subsidiaries of AmeriPath, Inc. from time to time
party thereto, the lenders from time to time party thereto
and Bank of Boston, N.A.
10.11 -- Lease dated as of April 8, 1988 by and between MLS
Properties, Inc. and E.G. Poulos, M.D., M.J. Demaray, M.D. &
A.P. Kowalczyk, M.D., P.A., doing business as American
Laboratory Associates
10.12 -- Stock Purchase Agreement, dated as of May 23, 1996, among
AmeriPath, Inc., Derrick & Associates and the shareholders
of Derrick & Associates
10.13 -- Stock Purchase Agreement, dated as of September 30, 1996, by
and among AmeriPath, Inc., David R. Barron, M.D., Inc., Ruth
S. Kleier, M.D. and David R. Barron, M.D.
10.14 -- Stock Purchase Agreement, dated as of October 31, 1996 among
AmeriPath, Inc., Gulf Coast Pathology Associates, Inc.,
Richard Fernandez, M.D., and George Kalemeris, M.D.
10.15 -- Form of Stock Rights Surrender & Restricted Stock Grant
Agreement
10.16 -- 1996 Director Stock Option Plan
10.17 -- American Laboratory Associates, Inc. Series A Preferred
Stock, Common Stock and Junior Subordinated Note Purchase
Agreement, dated as of January 1, 1994
10.18 -- Letter Agreement, dated September 18, 1996, between
Acquisition Management Services, Inc. and AmeriPath, Inc.
10.19 -- AmeriPath Management Agreement by and between AmeriPath
Cincinnati, Inc. and AmeriPath Ohio, Inc., dated September
30, 1996
10.20 -- Management Agreement by and between Beno Michel, M.D., Inc.
and AmeriPath, Inc., dated October 15, 1996
10.21 -- Management Agreement by and between Clay J. Cockerell, M.D.,
P.A. and AmeriPath Texas, Inc., dated September 30, 1996, as
amended January 16, 1997
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EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
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10.22 -- Agreement for Professional Pathology Services between
SmithKline Beecham Clinical Laboratories, Inc. and Derrick
and Associates Pathology, P.A., dated April 1, 1992
10.23 -- Agreement for Medical Directorship between SmithKline
Beecham Clinical Laboratories, Inc. and Derrick and
Associates Pathology, P.A., dated April 1, 1992
10.24 -- Agreement for Professional Pathology Services between
SmithKline Beecham Clinical Laboratories, Inc. and AmeriPath
Florida, Inc., dated November 1, 1996
10.25 -- Share Exchange Agreement, dated as of February 15, 1996, by
and among American Laboratory Associates, Inc., AmeriPath,
Inc. and the holders of common and convertible preferred
stock of American Laboratory Associates, Inc.
10.26 -- Trust Agreement, dated as of October 15, 1996, between
AmeriPath, Inc. and Beno Michel, as trustee
10.27 -- Trust Agreement, dated as of September 30, 1996, between
AmeriPath, Inc. and David R. Barron, M.D. as trustee
10.28 -- Form of Nonqualified Stock Option Agreement
10.29 -- Stock Purchase Agreement, dated as of October 15, 1996, by
and among AmeriPath, Inc., Beno Michel, M.D., Inc. and Beno
Michel, M.D.
10.30 -- Stock Purchase Agreement, dated as of October 10, 1996, by
and among AmeriPath, Inc., Drs. Seidenstein, Levine and
Associates, Inc., Seidenstein, Levine Real Estate
Partnership, Lawrence Seidenstein, M.D., Steven E. Levine,
M.D. and David M. Reardon, M.D.
10.31 -- Stock Issuance Agreement, dated as of June 26, 1996, among
AmeriPath, Inc., The First National Bank of Boston, FSC
Corp., NationsBank, N.A. (South) and Atlantic Equity
Corporation
10.32 -- Stock Issuance Agreement, dated as of August 29, 1996, among
AmeriPath, Inc., The First National Bank of Boston, FSC
Corp., NationsBank, N.A. (South) and Atlantic Equity
Corporation
10.33 -- Stock Issuance Agreement, dated as of November 4, 1996,
among AmeriPath, Inc., The First National Bank of Boston and
FSC Corp.
10.34 -- Stock Purchase Agreement, dated August 21, 1997, by and
among AmeriPath, Inc., J. Sloan Leonard, M.D., Joseph A.
Sonnier, M.D., Van Q. Telford, M.D., William C. Burton,
M.D., James Scot Milvenan, M.D., Leslie L. Walters, M.D.,
Thomas M. James, M.D., Stephen W. Aldred, M.D., John E.
McDonald, M.D. and Barbara A. Shinn, M.D.
10.35 -- Stock Purchase Agreement, dated August 15, 1997, by and
among AmeriPath, Inc., Colab Incorporated Professional
Corporation, Anatomical Pathology Services, P.C.,
Microdiagnostics, P.C. and the sellers set forth therein
10.36 -- Lease effective June 1, 1995 by and between Dallas Pathology
Leasing and Unipath, Ltd.
10.37 -- Trust Agreement, dated August 29, 1997, between AmeriPath,
Inc. and Jeffery A. Mossler, M.D.
10.38 -- Management Agreement, by and between Colab, Inc. and
AmeriPath Indianapolis, L.L.C., effective September 1, 1997
10.39 -- Management Agreement by and between AmeriPath Texas, Inc.
and DFW 5.01, effective September 1, 1997
21.1 -- Subsidiaries of AmeriPath
23.1 -- Consent of Greenberg, Traurig, Hoffman, Lipoff, Rosen &
Quentel, P.A. (to be included in its opinion to be 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)
23.8 -- Consent of Jenkens & Gilchrist a professional corporation
23.9 -- Consent of Bricker & Eckler LLP
23.10 -- Consent of Wyatt, Tarrant & Combs
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EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
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23.11 -- Consent of Baker & Daniels
24.1 -- Reference is made to the Signatures section of this
Registration Statement for the Power of Attorney contained
therein
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(b) Financial Statement Schedules:
The following supplemental schedules can be found on the indicated
pages of this Registration Statement.
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ITEM PAGE
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Schedule II -- Valuation and Qualifying Accounts............ S-1
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All other schedules for which provision is made in the applicable
accounting regulations of the Commission are not required under the related
instructions or are not applicable, and therefore have been omitted.
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 a
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 the
registration statement as of the time it was declared effective.
(2) For the purpose 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 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
------------------------------------
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
---------------------------------
James C. New
Attorney-in-fact
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