<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 15, 1998
REGISTRATION NO. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
AMERICAN DENTAL PARTNERS, INC.
(Exact Name of Registrant as Specified in its Charter)
<TABLE>
<S> <C> <C>
DELAWARE 8099 04-3297858
(State or Other Jurisdiction of (Primary Standard Industrial (I.R.S. Employer
Incorporation or Organization) Classification Code Number) Identification No.)
</TABLE>
301 Edgewater Place, Suite 320
Wakefield, Massachusetts 01880
(781) 224-0880
(781) 224-4216 (fax)
(Address, Including Zip Code, and Telephone Number, Including Area Code,
of Registrant's Principal Executive Offices)
Gregory A. Serrao
Chairman, President and Chief Executive Officer
American Dental Partners, Inc.
301 Edgewater Place, Suite 320
Wakefield, Massachusetts 01880
(781) 224-0880
(781) 224-4216 (fax)
(Address, Including Zip Code, and Telephone Number, Including Area Code, of
Agent for Service)
COPIES TO:
Gary A. Wadman, Esq. Keith F. Higgins, Esq.
Baker & Hostetler LLP Ropes & Gray
65 East State Street One International Place
Columbus, Ohio 43215 Boston, Massachusetts
(614) 228-1541 (617) 951-7000
(614) 462-2616 (fax) (617) 951-7050 (fax)
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 in 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/ Registration No. 333-39981
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 the delivery of the prospectus is expected to be made pursuant to Rule 434,
check the following box./ /
CALCULATION OF ADDITIONAL REGISTRATION FEE
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<CAPTION>
- -------------------------------------------------------------------------------------------------------------------
Proposed Maximum Proposed Maximum
Title of Each Class of Amount to be Offering Price Per Aggregate Offering Amount of
Securities to be Registered Registered(1) Share(2) Price(2) Registration Fee
- ---------------------------- ---------- ----- ----- ----------------
<S> <C> <C> <C> <C>
- -------------------------------------------------------------------------------------------------------------------
Common Stock, $0.01 par value 287,500 $15.O0 $4,312,500 $1,273.00
- -------------------------------------------------------------------------------------------------------------------
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(1) Includes 37,500 shares of Common Stock that the Underwriters have the
option to purchase solely to cover over-allotments, if any.
(2) Estimated solely for purposes of calculating the amount of the registration
fee pursuant to the provisions of Rule 457(a) under the Securities Act of
1933.
EXPLANATORY NOTE
American Dental Partners, Inc. (the "Company") is filing this Registration
Statement on Form S-1 in accordance with Rule 462(b) under the Securities Act of
1933, as amended. The contents of the Registration Statement on Form S-1
(Registration No. 333-39981), registering 2,300,000 shares of Common Stock, $.01
par value, filed by the Company on November 12, 1997, with the Securities and
Exchange Commission (the "Commission") as amended by Amendment No. 1 to the
Registration Statement on Form S-1 filed by the Company with the Commission on
December 31, 1997, Amendment No. 2 to the Registration Statement on Form S-1
filed by the Company with the Commission on January 30, 1998, Amendment No. 3 to
the Registration Statement on Form S-1 filed by the Company with the Commission
on February 26, 1998, and Amendment No. 4 to the Registration Statement on Form
S-1 filed by the Company with the Commission on March 23, 1998, which was
declared effective on April 15, 1998, are incorporated herein by reference.
The following opinions and consents are filed as exhibits to this Registration
Statement:
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the Town of Wakefield,
Commonwealth of Massachusetts, on the 15th day of April, 1998.
AMERICAN DENTAL PARTNERS, INC.
By: /s/ Gregory A. Serrao
----------------------------
Gregory A. Serrao
Chairman, President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
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<CAPTION>
Signature Capacity in Which Signed Date
--------- ------------------------ ----
<S> <C> <C>
/s/ Gregory A. Serrao Chairman, President and Chief April 15, 1998
- ----------------------------------- Executive Officer and Director
GREGORY A. SERRAO (principal executive officer)
/s/ Ronald M. Levenson Senior Vice President, Chief April 15, 1998
- ----------------------------------- Financial Officer and Treasurer
RONALD M. LEVENSON (principal financial and accounting
officer)
Dr. Gregory T. Swenson* Director April 15, 1998
- -----------------------------------
DR. GREGORY T. SWENSON
Martin J. Mannion* Director April 15, 1998
- -----------------------------------
MARTIN J. MANNION
James T. Kelly* Director April 15, 1998
- -----------------------------------
JAMES T. KELLY
Derril W. Reeves* Director April 15, 1998
- -----------------------------------
DERRIL W. REEVES
</TABLE>
* The undersigned, Gregory A. Serrao, by signing his name hereto, does hereby
execute this Registration Statement on his own behalf personally and on behalf
of each of the above-named directors of the Registrant pursuant to the Powers of
Attorney executed by such directors and filed with the Commission as exhibits to
the Registration Statement on Form S-1.
/s/ Gregory A. Serrao
----------------------
GREGORY A. SERRAO
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Exhibit
Number Exhibit Description*
- -------- -------------------
5 Opinion of Baker & Hostetler LLP
23(a) Consent of Baker & Hostetler LLP (Contained in Exhibit 5)
23(b) Consent of KPMG Peat Marwick LLP
* All other exhibits are incorporated by reference to the Company's Registration
Statement on Form S-1, as amended (Registration No. 333-39981), which was
declared effective on April 15, 1998.
<PAGE>
EXHIBIT 5
BAKER & HOSTETLER LLP
65 East State Street
Suite 2100
Columbus, Ohio 43215
(614) 228-1541 (General Number)
(614) 462-2616 (Telecopy Number)
April 15, 1998
American Dental Partners, Inc.
301 Edgewater Place
Suite 320
Wakefield, Massachusetts 01880
Ladies and Gentlemen:
We are acting as counsel to American Dental Partners, Inc., a Delaware
corporation (the "Company"), in connection with its Registration Statement on
Form S-1 (File No. 333-_________) being filed by the Company with the Securities
and Exchange Commission under the Securities Act of 1933, as amended, to
register 287,500 shares of Common Stock, $0.01 par value, of the Company (the
"Shares") pursuant to Rule 462(b) of the Securities Act. Such Registration
Statement, together with the Registration Statement on Form S-1, as amended
(Registration No. 333-39981), are hereinafter collectively referred to as the
"Registration Statement."
In connection therewith, we have examined the Company's Seconded Amended
and Restated Certificate of Incorporation, the Company's Amended and Restated
By-laws, the records, as exhibited to us, of the corporate proceedings of the
Company, and such other documents and records as we considered necessary for
purposes of this opinion. In rendering this opinion, we have assumed the
genuineness, without independent investigation, of all signatures on all
documents examined by us, the conformity to original documents of all documents
submitted to us as certified or facsimile copies, and the authenticity of all
such documents.
Based upon the foregoing, we are of the opinion that the Shares have been
duly authorized and, when sold and paid for in the manner contemplated by the
Registration Statement, will have been validly issued and will be fully paid and
nonassessable.
We consent to the filing of this opinion as an exhibit to the Registration
Statement and the reference to us under the caption "Validity of Common Stock"
in the Prospectus which is part of the Registration Statement.
Very truly yours,
/s/ Baker & Hostetler LLP
BAKER & HOSTETLER LLP
<PAGE>
EXHIBIT 23(b)
The Board of Directors
American Dental Partners, Inc.:
We consent to the use of our reports on American Dental Partners, Inc.
and subsidiaries dated February 6, 1998 and The Orthocare Companies dated
December 29, 1997 included herein and to the reference of our firm under the
headings "Selected Historical and Pro Forma Consolidated Financial Data" and
"Experts" in the prospectus.
/s/ KPMG Peat Marwick LLP
Boston, Massachusetts
April 15, 1998
