<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 14, 1997
REGISTRATION NO. 333-30205
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------------
PRE-EFFECTIVE
AMENDMENT NO. 10
TO
FORM S-1
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
---------------------
AMERICAN PHYSICIAN PARTNERS, INC.
(Exact name of registrant as specified in charter)
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<C> <C> <C>
DELAWARE 8099 75-2648089
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification No.)
</TABLE>
---------------------
AMERICAN PHYSICIAN PARTNERS, INC.
2301 NATIONSBANK PLAZA
901 MAIN STREET
DALLAS, TX 75202-3721
(214) 761-3100
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
---------------------
PAUL M. JOLAS, ESQ.
GENERAL COUNSEL, SENIOR VICE PRESIDENT AND SECRETARY
AMERICAN PHYSICIAN PARTNERS, INC.
2301 NATIONSBANK PLAZA
901 MAIN STREET
DALLAS, TX 75202-3721
(214) 761-3100
(Name and address, including zip code, and telephone number, including area
code, of agent for service)
---------------------
Copies to:
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<C> <C>
RICHARD A. FINK, ESQ. FREDERICK W. KANNER, ESQ.
BROBECK, PHLEGER & HARRISON LLP DEWEY BALLANTINE LLP
4675 MACARTHUR COURT, SUITE 1000 1301 AVENUE OF THE AMERICAS
NEWPORT BEACH, CA 92660 NEW YORK, NY 10019-6092
(714) 752-7535 (212) 259-8000
</TABLE>
---------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
As soon as practicable after the Registration Statement becomes effective.
---------------------
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 statement 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. [ ]
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 COMMISSION, ACTING PURSUANT TO SECTION 8(a), MAY
DETERMINE.
================================================================================
<PAGE> 2
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following table sets forth the expenses to be paid by the Company
(other than underwriting compensation expected to be incurred) in connection
with the offering described in this Registration Statement.
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<S> <C>
SEC Registration Fee........................................ $ 27,879
NASD filing................................................. 9,700
Blue Sky Fees and Expenses.................................. 5,000
Printing and Engraving Costs................................ 350,000
Legal Fees and Expenses..................................... 2,216,625
Accounting Fees and Expenses................................ 1,253,296
Transfer Agent and Registrar Fees and Expenses.............. 2,500
Miscellaneous............................................... 135,000
----------
Total............................................. $4,000,000
==========
</TABLE>
- ---------------
* To be supplied by amendment
ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Company's Amended Bylaws provide that the Company shall, to the fullest
extent permitted by Section 145 of the DGCL, as amended from time to time,
indemnify all persons whom it may indemnify pursuant thereto.
Section 145 of the DGCL permits a corporation, under specified
circumstances, to indemnify its directors, officers, employees or agents against
expenses (including attorney's fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by them in connection with any
action, suit or proceeding brought by third parties by reason of the fact that
they were or are directors, officers, employees or agents of the corporation, if
such directors, officers, employees or agents acted in good faith and in a
manner they reasonably believed to be in or not opposed to the best interests of
the corporation and, with respect to any criminal action or proceeding, had no
reason to believe their conduct was unlawful. In a derivative action, i.e., one
by or in the right of the corporation, indemnification may be made only for
expenses actually and reasonably incurred by directors, officers, employees or
agents in connection with the defense or settlement of an action or suit, and
only with respect to a matter as to which they shall have acted in good faith
and in a manner they reasonably believed to be in or not opposed to the best
interests of the corporation, except that no indemnification shall be made if
such person shall have been adjudged liable to the corporation, unless and only
to the extent that the court in which the action or suit was brought shall
determine upon application that the defendant directors, officers, employees or
agents are fairly and reasonably entitled to indemnity for such expenses despite
such adjudication of liability.
Article VI of the Company's Restated Certificate of Incorporation, as
amended, provides that the Company's directors will not be personally liable to
the Company or its stockholders for monetary damages resulting from breaches of
their fiduciary duty as directors except for liability (a) for any breach of the
duty of loyalty to the Company or its stockholders, (b) for acts or omissions
not in good faith or which involve intentional misconduct or a knowing violation
of law, (c) under Section 174 of the DGCL or (d) for any transaction from which
the director derived an improper personal benefit.
Reference is made to Article VIII of the Company's Amended and Restated
Bylaws filed as an Exhibit to this Registration Statement, which provides for
indemnification of directors and officers.
Simultaneous with completion of this offering, the Company entered into an
indemnification agreement with certain of its directors and director nominees,
pursuant to which the Company agreed to indemnify such
II-1
<PAGE> 3
persons for losses arising out of any untrue statement or alleged untrue
statement of a material fact contained in the Registration Statement of which
this Prospectus forms a part.
ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES.
The following information relates to securities of the Company issued or
sold within the past three years that were not registered under the Securities
Act:
(i) In May 1996, the Company issued 2,000,000 shares of Common Stock
to John Pappajohn, Halkis Ltd., Mary Pappajohn, Thebes Ltd. and Derace L.
Schaffer, M.D. in connection with the initial capitalization of the Company
for an aggregate purchase price of $250,000. This transaction was effected
without registration under the Securities Act in reliance upon the
exemptions provided by Section 4(2) of the Securities Act.
(ii) Between September 30, 1996 and December 31, 1996, the Company
issued an aggregate of $3,500,000 of Convertible Promissory Convertible
Notes to 21 institutional and individual investors. This transaction was
effected without registration of the Convertible Promissory Convertible
Notes under the Securities Act in reliance upon the exemptions provided by
Section 4(2) of the Securities Act and Rule 506 of Regulation D promulgated
thereunder.
In relying on the exemptions provided by Section 4(2) of the Securities Act
and Rule 506 of Regulation D promulgated thereunder in connection with the
private placements described above, the Company relied upon written
representations of the persons acquiring the Company's shares of Common Stock
and Convertible Notes, that they were acquiring such shares or notes for
investment purposes and that they had received adequate opportunity to obtain
information, and had reviewed such information, regarding the Company.
Certificates and notes representing the shares and the Convertible Notes,
respectively, issued to these persons contained a legend restricting transfer
thereof absent registration under the Securities Act or the availability of an
exemption therefrom.
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
(a) Exhibits
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<CAPTION>
EXHIBIT NUMBER DESCRIPTION
-------------- -----------
<C> <S>
1.1 -- Form of Underwriting Agreement.***
2.1 -- Agreement and Plan of Reorganization and Merger, dated
June 27, 1997 by and among American Physician Partners,
Inc., Carroll Imaging Associates, P.A., Diagnostic
Imaging Associates, P.A., Drs. Copeland, Hyman and
Shackman, P.A., Drs. Decarlo, Lyon, Hearn & Pazourek,
P.A., Drs. Thomas, Wallop, Kim & Lewis, P.A., Harbor
Radiologists, P.A., and Perilla, Syndler & Associates,
P.A.**
2.2 -- Agreement and Plan of Reorganization and Merger, dated
June 27, 1997 by and between American Physician Partners,
Inc., and Radiology and Nuclear Medicine, A Professional
Association.**
2.3 -- Agreement and Plan of Reorganization and Merger, dated
June 27, 1997 by and between American Physician Partners,
Inc., and Mid Rockland Imaging Associates, P.C.**
2.4 -- Agreement and Plan of Reorganization and Merger, dated
June 27, 1997 by and between American Physician Partners,
Inc., and Rockland Radiological Group, P.C.**
2.5 -- Agreement and Plan of Reorganization and Merger, dated
June 27, 1997 by and between American Physician Partners,
Inc., and Advanced Imaging of Orange County, P.C.**
2.6 -- Agreement and Plan of Reorganization and Merger, dated
June 27, 1997 by and between American Physician Partners,
Inc., and Central Imaging Associates, P.C.**
</TABLE>
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<PAGE> 4
<TABLE>
<CAPTION>
EXHIBIT NUMBER DESCRIPTION
-------------- -----------
<C> <S>
2.7 -- Agreement and Plan of Reorganization and Merger, dated
June 27, 1997 by and between American Physician Partners,
Inc., and Nyack Magnetic Resonance Imaging, P.C.**
2.8 -- Agreement and Plan of Reorganization and Merger, dated
June 27, 1997 by and between American Physician Partners,
Inc., and Pelham Imaging Associates, P.C.**
2.9 -- Agreement and Plan of Reorganization and Merger, dated
June 27, 1997 by and between American Physician Partners,
Inc., and Women's Imaging Consultants, P.C.**
2.10 -- Agreement and Plan of Reorganization and Merger, dated
June 27, 1997 by and between American Physician Partners,
Inc., and Pacific Imaging Consultants, A Medical Group,
Inc.**
2.11 -- Agreement and Plan of Reorganization and Merger, dated
June 27, 1997 by and between American Physician Partners,
Inc., and Total Medical Imaging, Inc.**
2.12 -- Agreement and Plan of Reorganization and Merger, dated
June 27, 1997 by and between American Physician Partners,
Inc., and Valley Radiologists Medical Group, Inc.**
2.13 -- Agreement and Plan of Reorganization and Merger, dated
June 27, 1997 by and between American Physician Partners,
Inc., and The Ide Group, P.C.**
2.14 -- Agreement and Plan of Reorganization and Merger, dated
June 27, 1997 by and between American Physician Partners,
Inc., and M & S X-Ray Associates, P.A.**
2.15 -- Agreement and Plan of Reorganization and Merger, dated
June 27, 1997 by and between American Physician Partners,
Inc., and South Texas MR, Inc.**
2.16 -- Agreement and Plan of Reorganization and Merger, dated
June 27, 1997 by and between American Physician Partners,
Inc., and San Antonio MR, Inc.**
2.17 -- Agreement and Plan of Exchange, dated June 27, 1997 by
and among American Physician Partners, Inc., Lexington
MR, Ltd., and the Sellers.**
2.18 -- Agreement and Plan of Exchange, dated June 27, 1997 by
and among American Physician Partners, Inc., Madison
Square Joint Venture and the Sellers.**
2.19 -- Agreement and Plan of Exchange, dated June 27, 1997 by
and among American Physician Partners, Inc., South Texas
No. 1 MRI Limited Partnership, a Texas limited
partnership, and the Sellers.**
2.20 -- Agreement and Plan of Exchange, dated June 27, 1997 by
and among American Physician Partners, Inc., San Antonio
MRI Partnership No. 2 Ltd., a Texas limited partnership,
and the Sellers.**
2.21 -- Agreement and Plan of Exchange, dated June 27, 1997 by
and among American Physician Partners, Inc., and the
Sellers.**
2.22 -- Amendment No. 1 to the Agreement and Plan of
Reorganization and Merger, dated as of September 30,
1997, by and among American Physician Partners, Inc.,
Carroll Imaging Associates, P.A., Diagnostic Imaging
Associates, P.A., Drs. Thomas, Wallop, Kim & Lewis, P.A.,
Drs. Copeland, Hyman & Shackman, P.A., Drs. DeCarlo,
Lyon, Hearn & Pazourek, P.A., Harbor Radiologists, P.A.,
and Perilla, Sindler & Associates, P.A.**
2.23 -- Amendment No. 1 to the Agreement and Plan of
Reorganization and Merger, dated as of September 30,
1997, by and between American Physician Partners, Inc.,
and Radiology and Nuclear Medicine, A Professional
Association.**
2.24 -- Amendment No. 1 to the Agreement and Plan of
Reorganization and Merger, dated as of September 30,
1997, by and between American Physician Partners, Inc.,
and Mid Rockland Imaging Associates, P.C.**
</TABLE>
II-3
<PAGE> 5
<TABLE>
<CAPTION>
EXHIBIT NUMBER DESCRIPTION
-------------- -----------
<C> <S>
2.25 -- Amendment No. 1 to the Agreement and Plan of
Reorganization and Merger, dated as of September 30,
1997, by and between American Physician Partners, Inc.,
and Rockland Radiological Group, P.C.**
2.26 -- Amendment No. 1 to the Agreement and Plan of
Reorganization and Merger, dated as of September 30,
1997, by and between American Physician Partners, Inc.,
and Advanced Imaging of Orange County, P.C.**
2.27 -- Amendment No. 1 to the Agreement and Plan of
Reorganization and Merger, dated as of September 30,
1997, by and between American Physician Partners, Inc.,
and Central Imaging Associates, P.C.**
2.28 -- Amendment No. 1 to the Agreement and Plan of
Reorganization and Merger, dated as of September 30,
1997, by and between American Physician Partners, Inc.,
and Nyack Magnetic Resonance Imaging, P.C.**
2.29 -- Amendment No. 1 to the Agreement and Plan of
Reorganization and Merger, dated as of September 30,
1997, by and between American Physician Partners, Inc.,
and Pelham Imaging Associates, P.C.**
2.30 -- Amendment No. 1 to the Agreement and Plan of
Reorganization and Merger, dated as of September 30,
1997, by and between American Physician Partners, Inc.,
and Women's Imaging Consultants, P.C.**
2.31 -- Amendment No. 1 to the Agreement and Plan of
Reorganization and Merger, dated as of September 30,
1997, by and between American Physician Partners, Inc.,
and Pacific Imaging Consultants, A Medical Group, Inc.**
2.32 -- Amendment No. 1 to the Agreement and Plan of
Reorganization and Merger, dated as of September 30,
1997, by and between American Physician Partners, Inc.,
and Total Medical Imaging, Inc.**
2.33 -- Amendment No. 1 to the Agreement and Plan of
Reorganization and Merger, dated as of September 30,
1997, by and between American Physician Partners, Inc.,
and Valley Radiologists Medical Group, Inc.**
2.34 -- Amendment No. 1 to the Agreement and Plan of
Reorganization and Merger, dated as of September 30,
1997, by and between American Physician Partners, Inc.,
and The Ide Group, P.C.**
2.35 -- Amendment No. 1 to the Agreement and Plan of
Reorganization and Merger, dated as of September 30,
1997, by and between American Physician Partners, Inc.,
and M & S X-Ray Associates, P.A.**
2.36 -- Amendment No. 1 to the Agreement and Plan of
Reorganization and Merger, dated as of September 30,
1997, by and between American Physician Partners, Inc.,
and South Texas MR, Inc.**
2.37 -- Amendment No. 1 to the Agreement and Plan of
Reorganization and Merger, dated as of September 30,
1997, by and between American Physician Partners, Inc.,
and San Antonio MR, Inc.**
2.38 -- Amendment No. 1 to the Agreement and Plan of Exchange,
dated September 30, 1997, by and among American Physician
Partners, Inc., and Lexington MR, Ltd.**
2.39 -- Amendment No. 1 to the Agreement and Plan of Exchange,
dated September 30, 1997, by and among American Physician
Partners, Inc., and Madison Square Joint Venture.**
2.40 -- Amendment No. 1 to the Agreement and Plan of Exchange,
dated September 30, 1997, by and among American Physician
Partners, Inc., and South Texas No. 1 MRI Limited
Partnership.**
2.41 -- Amendment No. 1 to the Agreement and Plan of Exchange,
dated September 30, 1997, by and among American Physician
Partners, Inc., and San Antonio MRI Partnership No. 2,
Ltd.**
3.1 -- Restated Certificate of Incorporation of American
Physician Partners, Inc.***
</TABLE>
II-4
<PAGE> 6
<TABLE>
<CAPTION>
EXHIBIT NUMBER DESCRIPTION
-------------- -----------
<C> <S>
3.2 -- Amended and Restated Bylaws of American Physician
Partners, Inc.***
4.1 -- Form of certificate evidencing ownership of Common Stock
of American Physician Partners, Inc.***
4.2 -- Form of Convertible Promissory Note of American Physician
Partners, Inc.**
5.1 -- Opinion of Brobeck, Phleger & Harrison LLP
10.1 -- American Physician Partners, Inc. 1996 Stock Option
Plan.**
10.2 -- Employment Agreement between American Physician Partners,
Inc. and Gregory L. Solomon.**
10.3 -- Employment Agreement between American Physician Partners,
Inc. and Mark S. Martin.**
10.4 -- Employment Agreement between American Physician Partners,
Inc. and Sami S. Abbasi.**
10.5 -- Employment Agreement between American Physician Partners,
Inc. and Paul M. Jolas.**
10.6 -- Form of Indemnification Agreement for certain Directors
and Officers.***
10.7 -- Form of Registration Rights Agreement.**
10.8 -- Service Agreement, dated , 1997, by and
among American Physician Partners, Inc., APPI-Advanced
Radiology, Inc. and Carroll Imaging Associates, P.A.,
Diagnostic Imaging Associates, P.A., Drs. Thomas, Wallop,
Kim & Lewis, P.A., Drs. Copeland, Hyman & Shackman, P.A.,
Drs. DeCarlo, Lyon, Hearn & Pazourek, Harbor
Radiologists, P.A., Perilla, Sindler & Associates, P.A.**
10.9 -- Service Agreement dated , 1997, by and
among American Physician Partners, Inc., Ide Admin Corp.
and Ide Imaging Group, P.C.**
10.10 -- Service Agreement dated , 1997, by and
among American Physician Partners, Inc., M & S X-Ray
Associates, P.A. and M & S Imaging Associates, P.A.**
10.11 -- Service Agreement dated , 1997, by and
among American Physician Partners, Inc., Rockland
Radiological Group, P.C. and The Greater Rockland
Radiological Group, P.C.**
10.12 -- Service Agreement dated , 1997, by and
among American Physician Partners, Inc., Advanced Imaging
of Orange County, P.C. and The Greater Rockland
Radiological Group, P.C.**
10.13 -- Service Agreement dated , 1997, by and
among American Physician Partners, Inc., Central Imaging
Associates, P.C. and The Greater Rockland Radiological
Group, P.C.**
10.14 -- Service Agreement dated , 1997, by and
among American Physician Partners, Inc., Nyack Magnetic
Resonance Imaging, P.C. and The Greater Rockland
Radiological Group, P.C.**
10.15 -- Service Agreement dated , 1997, by and
among American Physician Partners, Inc., Pelham Imaging
Associates, P.C. and The Greater Rockland Radiological
Group, P.C.**
10.16 -- Service Agreement dated , 1997, by and
among American Physician Partners, Inc., Women's Imaging
Consultants, P.C. and The Greater Rockland Radiological
Group, P.C.**
10.17 -- Service Agreement dated , 1997, by and
among American Physician Partners, Inc., APPI-Pacific
Imaging, Inc. and PIC Medical Group, Inc.**
10.18 -- Service Agreement dated , 1997, by and
among American Physician Partners, Inc., Radiology and
Nuclear Medicine, a Professional Association and RNM
L.L.C.**
</TABLE>
II-5
<PAGE> 7
<TABLE>
<CAPTION>
EXHIBIT NUMBER DESCRIPTION
-------------- -----------
<C> <S>
10.19 -- Service Agreement dated , 1997, by and
among American Physician Partners, Inc., APPI-Valley
Radiology, Inc. and Valley Radiology Medical Associates,
Inc.**
10.20 -- Consulting Agreement between American Physician Partners,
Inc. and Michael L. Sherman, M.D.***
10.21 -- Office Building Lease Agreement between Dallas Main
Center Limited Partnership and American Physician
Partners, Inc.***
10.22 -- First Amendment to Office Building Lease Agreement
between Dallas Main Center Limited Partnership and
American Physician Partners, Inc.***
10.23 -- Credit Agreement by and among American Physician
Partners, Inc., GE Capital Corporation and the other
credit parties signatory thereto.***
10.24 -- Consulting Agreement between American Physician Partners,
Inc., and Lawrence R. Muroff, M.D.***
10.25 -- Side Letter dated November 12, 1997 by and between
American Physician Partners, Inc. and Lawrence Muroff,
M.D.***
10.26 -- Side Letter dated November 12, 1997 by and between
American Physician Partners, Inc. and Mark Martin.***
10.27 -- Side Letter dated November 12, 1997 by and between
American Physician Partners, Inc. and Sami Abbasi.***
10.28 -- Side Letter dated November 12, 1997 by and between
American Physician Partners, Inc. and Gregory L.
Solomon.***
10.29 -- First Amendment to Consulting Agreement between American
Physician Partners, Inc. and Lawrence R. Muroff, M.D.***
10.30 -- Side Letter dated November 12, 1997 by and between
American Physician Partners, Inc. and Michael Sherman,
M.D.***
10.31 -- Side Letter dated November 12, 1997 by and between
American Physician Partners, Inc. and Paul M. Jolas.***
10.32 -- Side Letter dated November 12, 1997 by and between
American Physician Partners, Inc. and Derace Schaffer,
M.D.***
10.33 -- Side Letter dated November 12, 1997 by and between
American Physician Partners, Inc. and John Pappajohn.***
10.34 -- Side Letter dated November 12, 1997 by and between
American Physician Partners, Inc. and Mary Pappajohn.***
10.35 -- Side Letter dated November 12, 1997 by and between
American Physician Partners, Inc. and Thebes Ltd.***
10.36 -- Side Letter dated November 12, 1997 by and between
American Physician Partners, Inc. and Halkis Ltd.***
11.1 -- Statement re computation of per share earnings.****
21.1 -- Subsidiaries.***
23.1 -- Consent of Arthur Andersen LLP.***
23.2 -- Consent of DeJoy, Knauf & Blood, LLP.***
23.4 -- Consent of Brobeck, Phleger & Harrison LLP (contained in
its opinion filed as Exhibit 5.1).
24.1 -- Power of Attorney.***
</TABLE>
- ---------------
** Incorporated by reference to the corresponding Exhibit number to the
Registrant's Registration Statement No. 333-31611 on Form S-4.
*** Previously filed.
**** Not Applicable.
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<PAGE> 8
(b) Financial Statement Schedules.
Schedules are omitted because they are not required, are not applicable, or
the information is included in the financial statements or the notes thereto.
ITEM 17. UNDERTAKINGS.
The Registrant hereby undertakes to provide 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.
The 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 the 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 this
Registration Statement as of the time it was declared effective.
(2) For purposes 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.
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
Registration pursuant to the provisions described in Item 14 hereof, 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 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 of whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
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<PAGE> 9
SIGNATURE PAGE
Pursuant to the requirements of the Securities Act of 1933, as amended,
American Physician Partners, Inc. has duly caused this Registration Statement to
be signed on its behalf by the undersigned, thereunto duly authorized, in the
City of Dallas, State of Texas, on November 14, 1997.
AMERICAN PHYSICIAN PARTNERS, INC.
By: /s/ GREGORY L. SOLOMON
-------------------------------------
Gregory L. Solomon
President and Chief Executive Officer
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<C> <S> <C>
/s/ GREGORY L. SOLOMON President, Chief Executive November 14, 1997
- ----------------------------------------------------- Officer, and Director
Gregory L. Solomon (Principal Executive
Officer)
/s/ GREGORY L. SOLOMON* Chairman of the Board of November 14, 1997
- ----------------------------------------------------- Directors and Senior Vice
Lawrence R. Muroff, M.D. President of Physician
Affairs
/s/ GREGORY L. SOLOMON* Senior Vice President and November 14, 1997
- ----------------------------------------------------- Chief Financial Officer
Sami S. Abbasi (Principal Financial
Officer)
/s/ GREGORY L. SOLOMON* Controller and Treasurer November 14, 1997
- ----------------------------------------------------- (Principal Accounting
Steve W. Ratton, Jr. Officer)
/s/ GREGORY L. SOLOMON* Director November 14, 1997
- -----------------------------------------------------
John W. Colloton
/s/ GREGORY L. SOLOMON* Director November 14, 1997
- -----------------------------------------------------
John Pappajohn
/s/ GREGORY L. SOLOMON* Director November 14, 1997
- -----------------------------------------------------
Derace L. Schaffer, M.D.
</TABLE>
* By Power of Attorney
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<PAGE> 10
EXHIBIT INDEX
<TABLE>
<CAPTION>
SEQUENTIALLY
EXHIBIT NUMBERED
NUMBER DESCRIPTION PAGES
------- ----------- ------------
<C> <S> <C>
1.1 -- Form of Underwriting Agreement.***
2.1 -- Agreement and Plan of Reorganization and Merger, dated
June 27, 1997 by and among American Physician Partners,
Inc., Carroll Imaging Associates, P.A., Diagnostic
Imaging Associates, P.A., Drs. Copeland, Hyman and
Shackman, P.A., Drs. Decarlo, Lyon, Hearn & Pazourek,
P.A., Drs. Thomas, Wallop, Kim & Lewis, P.A., Harbor
Radiologists, P.A., and Perilla, Syndler & Associates,
P.A.**
2.2 -- Agreement and Plan of Reorganization and Merger, dated
June 27, 1997 by and between American Physician Partners,
Inc., and Radiology and Nuclear Medicine, A Professional
Association.**
2.3 -- Agreement and Plan of Reorganization and Merger, dated
June 27, 1997 by and between American Physician Partners,
Inc., and Mid Rockland Imaging Associates, P.C.**
2.4 -- Agreement and Plan of Reorganization and Merger, dated
June 27, 1997 by and between American Physician Partners,
Inc., and Rockland Radiological Group, P.C.**
2.5 -- Agreement and Plan of Reorganization and Merger, dated
June 27, 1997 by and between American Physician Partners,
Inc., and Advanced Imaging of Orange County, P.C.**
2.6 -- Agreement and Plan of Reorganization and Merger, dated
June 27, 1997 by and between American Physician Partners,
Inc., and Central Imaging Associates, P.C.**
2.7 -- Agreement and Plan of Reorganization and Merger, dated
June 27, 1997 by and between American Physician Partners,
Inc., and Nyack Magnetic Resonance Imaging, P.C.**
2.8 -- Agreement and Plan of Reorganization and Merger, dated
June 27, 1997 by and between American Physician Partners,
Inc., and Pelham Imaging Associates, P.C.**
2.9 -- Agreement and Plan of Reorganization and Merger, dated
June 27, 1997 by and between American Physician Partners,
Inc., and Women's Imaging Consultants, P.C.**
2.10 -- Agreement and Plan of Reorganization and Merger, dated
June 27, 1997 by and between American Physician Partners,
Inc., and Pacific Imaging Consultants, A Medical Group,
Inc.**
2.11 -- Agreement and Plan of Reorganization and Merger, dated
June 27, 1997 by and between American Physician Partners,
Inc., and Total Medical Imaging, Inc.**
2.12 -- Agreement and Plan of Reorganization and Merger, dated
June 27, 1997 by and between American Physician Partners,
Inc., and Valley Radiologists Medical Group, Inc.**
2.13 -- Agreement and Plan of Reorganization and Merger, dated
June 27, 1997 by and between American Physician Partners,
Inc., and The Ide Group, P.C.**
2.14 -- Agreement and Plan of Reorganization and Merger, dated
June 27, 1997 by and between American Physician Partners,
Inc., and M & S X-Ray Associates, P.A.**
2.15 -- Agreement and Plan of Reorganization and Merger, dated
June 27, 1997 by and between American Physician Partners,
Inc., and South Texas MR, Inc.**
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2.16 -- Agreement and Plan of Reorganization and Merger, dated
June 27, 1997 by and between American Physician Partners,
Inc., and San Antonio MR, Inc.**
2.17 -- Agreement and Plan of Exchange, dated June 27, 1997 by
and among American Physician Partners, Inc., Lexington
MR, Ltd., and the Sellers.**
2.18 -- Agreement and Plan of Exchange, dated June 27, 1997 by
and among American Physician Partners, Inc., Madison
Square Joint Venture and the Sellers.**
2.19 -- Agreement and Plan of Exchange, dated June 27, 1997 by
and among American Physician Partners, Inc., South Texas
No. 1 MRI Limited Partnership, a Texas limited
partnership, and the Sellers.**
2.20 -- Agreement and Plan of Exchange, dated June 27, 1997 by
and among American Physician Partners, Inc., San Antonio
MRI Partnership No. 2 Ltd., a Texas limited partnership,
and the Sellers.**
2.21 -- Agreement and Plan of Exchange, dated June 27, 1997 by
and among American Physician Partners, Inc., and the
Sellers.**
2.22 -- Amendment No. 1 to the Agreement and Plan of
Reorganization and Merger, dated as of September 30,
1997, by and among American Physician Partners, Inc.,
Carroll Imaging Associates, P.A., Diagnostic Imaging
Associates, P.A., Drs. Thomas, Wallop, Kim & Lewis, P.A.,
Drs. Copeland, Hyman & Shackman, P.A., Drs. DeCarlo,
Lyon, Hearn & Pazourek, P.A., Harbor Radiologists, P.A.,
and Perilla, Sindler & Associates, P.A.**
2.23 -- Amendment No. 1 to the Agreement and Plan of
Reorganization and Merger, dated as of September 30,
1997, by and between American Physician Partners, Inc.,
and Radiology and Nuclear Medicine, A Professional
Association.**
2.24 -- Amendment No. 1 to the Agreement and Plan of
Reorganization and Merger, dated as of September 30,
1997, by and between American Physician Partners, Inc.,
and Mid Rockland Imaging Associates, P.C.**
2.25 -- Amendment No. 1 to the Agreement and Plan of
Reorganization and Merger, dated as of September 30,
1997, by and between American Physician Partners, Inc.,
and Rockland Radiological Group, P.C.**
2.26 -- Amendment No. 1 to the Agreement and Plan of
Reorganization and Merger, dated as of September 30,
1997, by and between American Physician Partners, Inc.,
and Advanced Imaging of Orange County, P.C.**
2.27 -- Amendment No. 1 to the Agreement and Plan of
Reorganization and Merger, dated as of September 30,
1997, by and between American Physician Partners, Inc.,
and Central Imaging Associates, P.C.**
2.28 -- Amendment No. 1 to the Agreement and Plan of
Reorganization and Merger, dated as of September 30,
1997, by and between American Physician Partners, Inc.,
and Nyack Magnetic Resonance Imaging, P.C.**
2.29 -- Amendment No. 1 to the Agreement and Plan of
Reorganization and Merger, dated as of September 30,
1997, by and between American Physician Partners, Inc.,
and Pelham Imaging Associates, P.C.**
2.30 -- Amendment No. 1 to the Agreement and Plan of
Reorganization and Merger, dated as of September 30,
1997, by and between American Physician Partners, Inc.,
and Women's Imaging Consultants, P.C.**
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2.31 -- Amendment No. 1 to the Agreement and Plan of
Reorganization and Merger, dated as of September 30,
1997, by and between American Physician Partners, Inc.,
and Pacific Imaging Consultants, A Medical Group, Inc.**
2.32 -- Amendment No. 1 to the Agreement and Plan of
Reorganization and Merger, dated as of September 30,
1997, by and between American Physician Partners, Inc.,
and Total Medical Imaging, Inc.**
2.33 -- Amendment No. 1 to the Agreement and Plan of
Reorganization and Merger, dated as of September 30,
1997, by and between American Physician Partners, Inc.,
and Valley Radiologists Medical Group, Inc.**
2.34 -- Amendment No. 1 to the Agreement and Plan of
Reorganization and Merger, dated as of September 30,
1997, by and between American Physician Partners, Inc.,
and The Ide Group, P.C.**
2.35 -- Amendment No. 1 to the Agreement and Plan of
Reorganization and Merger, dated as of September 30,
1997, by and between American Physician Partners, Inc.,
and M & S X-Ray Associates, P.A.**
2.36 -- Amendment No. 1 to the Agreement and Plan of
Reorganization and Merger, dated as of September 30,
1997, by and between American Physician Partners, Inc.,
and South Texas MR, Inc.**
2.37 -- Amendment No. 1 to the Agreement and Plan of
Reorganization and Merger, dated as of September 30,
1997, by and between American Physician Partners, Inc.,
and San Antonio MR, Inc.**
2.38 -- Amendment No. 1 to the Agreement and Plan of Exchange,
dated September 30, 1997, by and among American Physician
Partners, Inc., and Lexington MR, Ltd.**
2.39 -- Amendment No. 1 to the Agreement and Plan of Exchange,
dated September 30, 1997, by and among American Physician
Partners, Inc., and Madison Square Joint Venture.**
2.40 -- Amendment No. 1 to the Agreement and Plan of Exchange,
dated September 30, 1997, by and among American Physician
Partners, Inc., and South Texas No. 1 MRI Limited
Partnership.**
2.41 -- Amendment No. 1 to the Agreement and Plan of Exchange,
dated September 30, 1997, by and among American Physician
Partners, Inc., and San Antonio MRI Partnership No. 2,
Ltd.**
3.1 -- Restated Certificate of Incorporation of American
Physician Partners, Inc.***
3.2 -- Amended and Restated Bylaws of American Physician
Partners, Inc.***
4.1 -- Form of certificate evidencing ownership of Common Stock
of American Physician Partners, Inc.***
4.2 -- Form of Convertible Promissory Note of American Physician
Partners, Inc.**
5.1 -- Opinion of Brobeck, Phleger & Harrison LLP
10.1 -- American Physician Partners, Inc. 1996 Stock Option
Plan.**
10.2 -- Employment Agreement between American Physician Partners,
Inc. and Gregory L. Solomon.**
10.3 -- Employment Agreement between American Physician Partners,
Inc. and Mark S. Martin.**
10.4 -- Employment Agreement between American Physician Partners,
Inc. and Sami S. Abbasi.**
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10.5 -- Employment Agreement between American Physician Partners,
Inc. and Paul M. Jolas.**
10.6 -- Form of Indemnification Agreement for certain Directors
and Officers.***
10.7 -- Form of Registration Rights Agreement.**
10.8 -- Service Agreement, dated , 1997, by and
among American Physician Partners, Inc., APPI-Advanced
Radiology, Inc. and Carroll Imaging Associates, P.A.,
Diagnostic Imaging Associates, P.A., Drs. Thomas, Wallop,
Kim & Lewis, P.A., Drs. Copeland, Hyman & Shackman, P.A.,
Drs. DeCarlo, Lyon, Hearn & Pazourek, Harbor
Radiologists, P.A., Perilla, Sindler & Associates, P.A.**
10.9 -- Service Agreement dated , 1997, by and
among American Physician Partners, Inc., Ide Admin Corp.
and Ide Imaging Group, P.C.**
10.10 -- Service Agreement dated , 1997, by and
among American Physician Partners, Inc., M & S X-Ray
Associates, P.A. and M & S Imaging Associates, P.A.**
10.11 -- Service Agreement dated , 1997, by and
among American Physician Partners, Inc., Rockland
Radiological Group, P.C. and The Greater Rockland
Radiological Group, P.C.**
10.12 -- Service Agreement dated , 1997, by and
among American Physician Partners, Inc., Advanced Imaging
of Orange County, P.C. and The Greater Rockland
Radiological Group, P.C.**
10.13 -- Service Agreement dated , 1997, by and
among American Physician Partners, Inc., Central Imaging
Associates, P.C. and The Greater Rockland Radiological
Group, P.C.**
10.14 -- Service Agreement dated , 1997, by and
among American Physician Partners, Inc., Nyack Magnetic
Resonance Imaging, P.C. and The Greater Rockland
Radiological Group, P.C.**
10.15 -- Service Agreement dated , 1997, by and
among American Physician Partners, Inc., Pelham Imaging
Associates, P.C. and The Greater Rockland Radiological
Group, P.C.**
10.16 -- Service Agreement dated , 1997, by and
among American Physician Partners, Inc., Women's Imaging
Consultants, P.C. and The Greater Rockland Radiological
Group, P.C.**
10.17 -- Service Agreement dated , 1997, by and
among American Physician Partners, Inc., APPI-Pacific
Imaging, Inc. and PIC Medical Group, Inc.**
10.18 -- Service Agreement dated , 1997, by and
among American Physician Partners, Inc., Radiology and
Nuclear Medicine, a Professional Association and RNM
L.L.C.**
10.19 -- Service Agreement dated , 1997, by and
among American Physician Partners, Inc., APPI-Valley
Radiology, Inc. and Valley Radiology Medical Associates,
Inc.**
10.20 -- Consulting Agreement between American Physician Partners,
Inc. and Michael L. Sherman, M.D.***
10.21 -- Office Building Lease Agreement between Dallas Main
Center Limited Partnership and American Physician
Partners, Inc.***
10.22 -- First Amendment to Office Building Lease Agreement
between Dallas Main Center Limited Partnership and
American Physician Partners, Inc.***
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10.23 -- Credit Agreement by and among American Physician
Partners, Inc., GE Capital Corporation and the other
credit parties signatory thereto.***
10.24 -- Consulting Agreement between American Physician Partners,
Inc., and Lawrence R. Muroff, M.D.***
10.25 -- Side Letter dated November 12, 1997 by and between
American Physician Partners, Inc. and Lawrence Muroff,
M.D.***
10.26 -- Side Letter dated November 12, 1997 by and between
American Physician Partners, Inc. and Mark Martin.***
10.27 -- Side Letter dated November 12, 1997 by and between
American Physician Partners, Inc. and Sami Abbasi.***
10.28 -- Side Letter dated November 12, 1997 by and between
American Physician Partners, Inc. and Gregory L.
Solomon.***
10.29 -- First Amendment to Consulting Agreement between American
Physician Partners, Inc. and Lawrence R. Muroff, M.D.***
10.30 -- Side Letter dated November 12, 1997 by and between
American Physician Partners, Inc. and Michael Sherman,
M.D.***
10.31 -- Side Letter dated November 12, 1997 by and between
American Physician Partners, Inc. and Paul M. Jolas.***
10.32 -- Side Letter dated November 12, 1997 by and between
American Physician Partners, Inc. and Derace Schaffer,
M.D.***
10.33 -- Side Letter dated November 12, 1997 by and between
American Physician Partners, Inc. and John Pappajohn.***
10.34 -- Side Letter dated November 12, 1997 by and between
American Physician Partners, Inc. and Mary Pappajohn.***
10.35 -- Side Letter dated November 12, 1997 by and between
American Physician Partners, Inc. and Thebes Ltd.***
10.36 -- Side Letter dated November 12, 1997 by and between
American Physician Partners, Inc. and Halkis Ltd.***
11.1 -- Statement re computation of per share earnings.****
21.1 -- Subsidiaries.***
23.1 -- Consent of Arthur Andersen LLP.**
23.2 -- Consent of DeJoy, Knauf & Blood, LLP.**
23.4 -- Consent of Brobeck, Phleger & Harrison LLP (contained in
its opinion filed as Exhibit 5.1).
24.1 -- Power of Attorney.***
</TABLE>
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** Incorporated by reference to the corresponding Exhibit number to the
Registrant's Registration Statement No. 333-31611 on Form S-4.
*** Previously filed.
**** Not Applicable.
<PAGE> 1
EXHIBIT 5.1
American Physician Partners, Inc.
2301 NationsBank Plaza
901 Main Street
Dallas, Texas 75202-3721
Attention: Paul M. Jolas, Esq.
Re: Registration Statement on Form S-1 (Registration No. 333-30205)
Ladies and Gentlemen:
We have examined the Registration Statement on Form S-1 (Registration
No. 333-30205) initially filed by American Physician Partners, Inc. (the
"Company") with the Securities and Exchange Commission ("SEC") on June 27,
1997, as amended by Pre-Effective Amendment No. 1 filed with the SEC on August
22, 1997, Pre-Effective Amendment No. 2 filed with the SEC on September 15,
1997, Pre-Effective Amendment No. 3 filed with the SEC on September 30, 1997,
Pre-Effective Amendment No. 4 filed with the SEC on October 10, 1997,
Pre-Effective Amendment No. 5 filed with the SEC on October 14, 1997,
Pre-Effective Amendment No. 6 filed with the SEC on November 5, 1997,
Pre-Effective Amendment No. 7 filed with the SEC on November 10, 1997,
Pre-Effective Amendment No. 8 filed with the SEC on November 12, 1997 and
Pre-Effective Amendment No. 9 filed with the SEC on November 14, 1997 (the
"Registration Statement") in connection with the registration under the
Securities Act of 1933, as amended, of up to 3,450,000 shares of Common Stock,
$.0001 par value (the "Shares") which includes an over-allotment option granted
to the Underwriters to purchase additional Shares. The Shares are to be sold to
the Underwriters as described in the Registration Statement for resale to the
public. As your counsel in connection with this transaction, we have examined
the proceedings taken and are familiar with the proceedings proposed to be
taken by you in connection with the sale and issuance of the Shares.
It is our opinion that the Shares, when issued and sold in the manner
described in the Registration Statement, will be legally issued, fully paid and
nonassessable.
We consent to the use of this opinion as an exhibit to the Registration
Statement, and further consent to all references to our name wherever appearing
in such Registration Statement, including the Prospectus constituting a part
thereof, and any amendment thereto.
Very truly yours,
BROBECK, PHLEGER & HARRISON LLP
