As filed with the Securities and Exchange Commission on January 3, 2001
Registration No. 333-794849
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------------------
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-1
ON
FORM S-3
REGISTRATION STATEMENT
Under
The Securities Act of 1933
-------------------------
THE PLASTIC SURGERY COMPANY
(Exact name of registrant as specified in its charter)
Georgia 58-2317410
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
509 E. Montecito Street, 2nd Floor
Santa Barbara, California 93103
(805) 963-0400
(Address, including zip code, and telephone number, including area
code, of registrants' principal executive offices)
-------------------------
Dennis E. Condon
Chief Executive Officer
509 E. Montecito Street, 2nd Floor
Santa Barbara, California 93103
(805) 963-0400
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
-------------------------
Copies to:
Joseph E. Nida, Esq.
Vanita J. Tyler, Esq.
Nida & Maloney, LLP
800 Anacapa Street
Santa Barbara, California 93101
(805) 568-1151
-------------------------
Approximate date of commencement of proposed sale to the public: From time
to time after this Registration Statement is effective.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. 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, other than securities offered only in connection with dividend or interest
reinvestment plans, 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.
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CALCULATION OF REGISTRATION FEE
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<S> <C> <C> <C> <C>
Proposed Maximum Proposed Maximum
Title of Each Class of Securities Amount To Be Aggregate Aggregate Amount Of
to be Registered Registered Offering Price (1)(2) Offering Price Registration Fee(2)
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Common Stock, no par value................... 2,805,824 $5.19 $15,568,619 (1) $4,110
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</TABLE>
(1) Estimated pursuant to Rule 457(c), based on the average of the high and low
sale prices of the common stock on January 14, 2000, as reported on the
American Stock Exchange solely for the purpose of calculating the
registration fee.
(2) This filing fee was previously paid in connection with the filing of a
Registration Statement on Form S-1 on January 18, 2000.
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 this Registration Statement shall become
effective on such date as the Commission acting pursuant to said Section 8(a),
may determine.
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The information in this prospectus is not complete and may be changed. We may
not sell these securities until the registration statemetn filed with the
Securities and Exchange Commission is effective. This prospectus is not an offer
to sell these securities and it is not soliciting an offer to buy these
securities in any state where the offer or sale is not permitted.
PROSPECTUS SUBJECT TO COMPLETION
Dated January 3, 2001
THE PLASTIC SURGERY COMPANY
2,805,824 Shares
of
Common Stock
All of the shares of common stock offered in this prospectus are being sold
by the selling shareholders named on page 12 of this prospectus. This prospectus
covers the resale of up to 2,805,824 shares of our common stock issued to the
selling shareholders in connection with our acquisition of their plastic surgery
practices.
The shares of common stock offered in this prospectus will be sold through
public or private transactions, on or off the American Stock Exchange, at
prevailing market prices, or at privately negotiated prices. We will not receive
any of the proceeds from the sale of these shares.
Our common stock is listed on the American Stock Exchange under the symbol
"PSU." On December 29, 2000, the last reported sale price for our common stock
was $1.81 per share.
This investment involves a high degree of risk. You should purchase shares
only if you can afford a complete loss of your investment. Please carefully
consider the "Risk Factors" beginning on page 4 of this prospectus.
Our principal executive offices are located at 509 E. Montecito Street, 2nd
Floor, Santa Barbara, California 93103 and our telephone number at that location
is (805) 963-0400. Our web sites are located at www.idealme.com and
www.theplasticsurgeryco.com. Information contained in our web sites is not part
of this prospectus.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if this
prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.
The date of this Prospectus is January [ ], 2001
<PAGE>
No dealer, salesperson, or other person has been authorized to give any
information or to make any representations other than those contained in this
prospectus, and, if given or made, such information or representations must not
be relied upon as having been authorized by The Plastic Surgery Company or any
selling stockholder. This prospectus does not constitute an offer to sell or the
solicitation of an offer to buy any securities other than the securities to
which it relates or any offer to sell or the solicitation of an offer to buy
securities in any circumstances in which an offer or solicitation is unlawful.
Neither the delivery of this prospectus nor any sale made under this prospectus
shall, under any circumstances, create any implication that there has been no
change in the affairs of the company since the date of this prospectus or that
the information contained in this prospectus is correct as of any date
subsequent to its date.
TABLE OF CONTENTS
PAGE
Risk Factors........................... 4
Information Incorporated By
Reference............................ 10
Use of Proceeds........................ 10
Selling Shareholders................... 11
Plan of Distribution................... 12
Legal Matters.......................... 14
Experts................................ 14
Where You Can Find More
Information.......................... 14
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THE PLASTIC SURGERY COMPANY
Our original business model was based on providing development services to
cosmetic surgery practices through long-term practice services agreements. For
some of our current cosmetic surgery centers and nearly all future acquisitions,
we are making a strategic shift to "company-owned cosmetic centers." Under the
practice service agreements, the affiliating physicians continue to be
responsible for the day-to-day management of the practices, including
operations, finance and human resources. In contrast, as a "company-owned
center" we will have all of these responsibilities. This new structure provides
us with a greater degree of control over increasing consumer demand and the
total patient experience as well as the business and finance practices of these
cosmetic surgery centers. In addition, ownership brings with it the right to
make all investment decisions. The affiliating surgeons are then free to spend
all of their time focused on patient care and surgery. We currently have
affiliated cosmetic surgery centers in 23 locations throughout the United
States. While both models are profitable, we believe the company-owned center
provides a greater opportunity to build value.
We provide business development services and Internet solutions to our
alliance of board certified or board-eligible plastic surgeons located in 18
metropolitan markets throughout the United States. We intend to continue to
provide business services and acquire certain assets of, or to manage,
additional plastic surgery practices. In addition, we may acquire companies,
businesses or assets that complement or expand our existing business. We may
expand our business into the performance of nonsurgical, noninvasive procedures.
We did not conduct any significant operations or earn any revenue until the
close of our initial public offering on December 15, 1999.
Our Internet strategy is important to our business. We have two proprietary
web sites. Our consumer web site is located at www.idealme.com and our surgeon
web site is located at www.theplasticsurgeryco.com. Our consumer web site allows
consumers to research available procedures, submit inquiries regarding cosmetic
surgery procedures, view possible cosmetic changes through online imaging
technology, obtain financing for procedures and locate board-certified cosmetic
surgeons. Our surgeon web site provides allied surgeons online access to our
national buying programs and facilitates "best practices" study groups among our
allied surgeons.
Under our business services agreements we earn revenue from providing
services to the allied practices on a monthly basis as each practice collects
its cash. The agreements provide that each practice will pay our fees based on a
percentage of the net cash collected by that practice. Our revenue consists of
the sum of the service fee and amounts equal to the operating expenses of the
practice assumed by us under the business services agreements. The operating
expenses of the practice that are our responsibility and that we are legally
obligated to pay include the following:
o salaries, benefits, payroll taxes, workers compensation, health
insurance and other benefit plans, and other direct expenses of
non-medical employees that are our employees located at the practice;
o direct costs of all employees or consultants that provide services to
each practice's office;
o medical and office supplies;
o lease or rent payments, utilities, telephone and maintenance expenses
for practice facilities;
o property taxes on our assets located at the practice offices;
o property, casualty and liability insurance premiums, excluding
malpractice insurance, is the responsibility of the practice;
o surgeon recruiting expenses; and
o advertising and expenses attributable to the promotion of practice
offices.
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We assume all of these expenses and pay the third-party provider of the
goods and services.
The practice pays for any and all direct employment expenses, including
benefits, for any surgeon or other employee that we are prohibited from
employing by applicable law. In addition, the practice retains responsibility
for the payment of expenses for continuing education, seminars, professional
licenses, professional membership dues and malpractice insurance and all other
expenses of any surgeon.
Under our company-owned centers we will recognize revenues and expenses
directly. In the third quarter of 2000, we introduced two new for-fee
subscription services. Our subscribing surgeons pay to list special information
about themselves and their practices and receive links from www.idealme.com to
their personal web pages. The subscriptions are offered for the convenience of
potential consumers located in areas where we are not affiliated with an allied
practice and as a source of revenue to fund future online developments. We do
not investigate the qualifications of the surgeons who subscribe for this
service. Our web site will advise consumers to independently investigate each
surgeon's qualifications.
Prior to introducing these subscription services, we listed profiles from
board certified plastic surgeons who are not affiliated with our practices at
our www.idealme.com website. We continue to offer free, basic listing to
non-affiliated surgeons, but now focus our efforts in our subscription service.
We may generate future revenues from the sale of products and services through
our proprietary web sites. The revenue generated may include fees from banner
and sponsorship advertising, subscriptions to our online magazine and digital
imaging. In addition, our web site has built one of the largest, and the only
customizable, "before and after" photo galleries of cosmetic procedures on the
Internet. The gallery currently offers annotated photographs of over 550 cases,
or 1,100 photographs, spanning a broad range of procedures and patients. Each
case includes a detailed, searchable profile that allows users to arrange the
gallery by procedure, patient age range, gender and skin tone.
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RISK FACTORS
This prospectus contains forward-looking statements that involve risks and
uncertainties. Our actual results could differ materially from those anticipated
in these forward-looking statements as a result of numerous factors, including
those set forth in the following risk factors and elsewhere in this prospectus
and the documents incorporated in this prospectus. In evaluating our business,
you should consider carefully the following factors in addition to the other
information set forth or incorporated in this prospectus.
Our combined operating history is limited so there is limited historical
information on which to evaluate our combined business.
We did not conduct any operations or generate any revenues until the
completion of our initial public offering and the acquisition of 25 founding
practices in December 1999. Prior to that, each of the founding practices
operated as a separate, independent entity. The combined historical financial
results of the founding practices cover periods when each practice operated
separately and may not be indicative of our future financial results.
Our success depends on the continued effective performance of our allied
surgeons.
Under our business services agreements, our revenue depends on the revenue
generated by each of our allied practices. The success of each of the allied
practices essentially depends on the allied surgeons. Therefore, the effective
and continued performance of the allied surgeons is essential to our long-term
success. The failure of any of the allied surgeons to complete or renew their
employment agreements could result in a decline in revenues. Any loss of revenue
by the allied practices would have an adverse effect on our business.
We have incurred substantial debt and may not be able to meet our working
capital requirements and debt service obligations.
We incurred a significant amount of indebtedness in connection with the
acquisition of the operating assets of the founding practices. We may incur
additional debt in the future to acquire additional plastic surgery practices. A
substantial portion of our cash flow from operations must be used to service our
debt. In addition, our level of indebtedness may limit our ability to obtain
additional financing in the future. Our ability to service our debt and satisfy
other obligations depends on our future operating performance. Although we
believe that our cash flow from operations is sufficient to fund our ongoing
operations, if we do not generate sufficient cash flow to meet our obligations,
then we may need to sell additional equity or debt securities or obtain a credit
facility.
Our ability to fund our acquisition strategy will be significantly limited if
we cannot obtain additional financing.
To continue our strategy of acquiring additional medical practices, we need
substantial capital, which we may not be able to obtain. We are actively seeking
a credit facility but we do not have a line of credit at this time. We may not
be able to obtain additional required capital on satisfactory terms, if at all.
If we are unable to obtain a credit facility on acceptable terms, our ability to
achieve our acquisition goals will be significantly limited which could
adversely affect our business.
Our success depends on our ability to implement our acquisition strategy.
In pursing acquisition candidates we may compete with companies that have
greater resources than we have. We may not be able to identify acquisition
candidates or consummate planned acquisitions on favorable terms, or at all. If
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a planned acquisition fails to occur, our quarterly results could be adversely
affected. In addition, increased competition for acquisition candidates may
result in increased purchase prices and fewer suitable candidates for
acquisition. If we are unable to consummate future acquisitions, we may not be
able to expand our network of allied surgeons.
We must effectively integrate our acquired practices to be successful.
The integration of acquired practices into our network is a difficult,
costly and time-consuming process. This process may place strains on our
management, operation and systems. There may also be substantial unanticipated
costs or delays in connection with this integration. In addition, we must
attract and retain additional management personnel to successfully integrate the
new practices, which we may not be able to do. Any failure or delay in
successfully integrating the new practices may cause our revenues to decline and
our associated integration expenses to increase.
We assume certain liabilities in connection with our acquisitions that could
adversely impact our financial condition.
Although we are indemnified by the allied practices for assumed
liabilities, any payments of indemnification amounts could reduce the revenues
available to pay operating expenses.
A successful malpractice claim could exceed our insurance limits.
Our plastic surgeons may be exposed to professional liability and other
claims for the procedures that they perform. Some of these claims may be
substantial and require significant defense costs. Any successful suit involving
us or our surgeons could result in a large damage award that may exceed the
limits of our insurance coverage. Although we do not perform plastic surgery
procedures, we could become subject to liability because we provide management
services to the practices. While we believe that we have adequate insurance
coverage, it is possible that our coverage is insufficient to cover losses. It
is also possible that coverage may not continue to be available on satisfactory
terms. Successful malpractice claims could adversely effect a on our business,
financial condition and results of operations.
We may be required to loan funds to our allied practices at a time when funds
are not available.
If our allied practices do not generate sufficient revenue to cover their
operating expenses, our business services agreements require us to fund the
excess operating expenses. The amount that we must pay is unlimited. If we are
obligated to pay excess operating expenses and sufficient funds are not
available to do so, we would be in breach of our business services agreement.
This would give the allied practice the right to terminate its agreement with
us. If we fund the excess operating expenses, the allied practice is obligated
to repay the excess with interest. However, there is no guarantee that a
practice will generate sufficient revenue to repay all or a part of its
obligation.
A determination that the non-competition agreements with our allied surgeons
are not enforceable could have an adverse impact on our business.
Our business services agreements with the allied practices require the
allied practices to enter into employment agreements with surgeons. These
employment agreements contain non-competition agreements that generally limit a
surgeon's ability to compete with the allied practice for a period after
employment within a specified geographic area. Although the laws of each state
differ concerning the enforcement of such covenants, generally states will
enforce a covenant if it is necessary to protect a legitimate business interest
and is reasonable in both duration and geographic scope. A notable exception is
California in which these types of agreements are generally unenforceable. There
is little judicial authority regarding whether a business services agreement is
the sort of protectable business interest that would permit us to enforce these
covenants or to require the allied practices to enforce these covenants against
surgeons formerly employed by the practice. Since the intangible value of the
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business services agreement depends on the ability of the allied practices to
preserve their business, which could be harmed if former surgeons went into
competition with the practice, a determination that the covenants not to compete
are unenforceable could have an adverse impact on our business.
We may not be able to compete effectively against other competitors with
greater financial and other resources, or lower-cost providers, which would
adversely impact our business.
Our competitors include national and regional providers of management
services that may have greater financial or other resources or otherwise enjoy
competitive advantages that would make it difficult for us to compete with them
or acquire additional practices. In addition, our practices may compete in local
markets with surgeons that perform the services traditionally performed by
plastic surgeons at a lower price than our allied surgeons. If the number of
procedures performed by our plastic surgeons or the fees they charge for such
procedures decreases, our financial results could be adversely affected.
Increased internet competition may harm our business.
The business of providing Internet and non-Internet based information,
marketing and advertising services to the healthcare industry is highly
competitive. Internet competition will likely increase since there are no
substantial barriers to entry into this market. Increased competition could
result in a decrease in the fees for our subscription services, reduced traffic
to our web sites and the inability to obtain content and links to other sites.
Any of these occurrences could adversely affect our financial condition and
results of operations.
We must enhance and develop our web sites to achieve success.
To remain competitive, we must continue to enhance and improve our web
sites' content and services. We rely on third parties for most of our content.
Acceptable content may not be available to us on favorable terms or at all.
Other web sites may also offer the same or similar content in a superior manner
that would adversely affect the traffic to our sites. In addition, we must
continually develop and improve the responsiveness, functionality and features
of our web sites. If we do not succeed in developing, obtaining and introducing
content, features, functions, products and services that will attract consumers
and surgeons to our web sites, our business will be adversely affected.
Governmental regulation may have a detrimental effect on our revenues.
The medical industry and plastic surgery practices are regulated
extensively at the state and federal levels. Review of our business
relationships by regulatory authorities or the courts or changes in regulation
may result in determinations that could adversely affect the amount of service
fees that we receive from our allied practices and negatively affect our
earnings. Certain states prohibit non-medical entities from practicing, owning
all or a part of a medical practice, employing physicians or controlling the
content of a physician's advertisements. Certain states also prohibit physicians
from paying a portion of fees received for medical services in consideration for
the referral of a patient or from paying a percentage of revenue to
non-physicians. In addition, many states impose limits on the procedures that
may be delegated by a plastic surgeon to other staff members. These laws and
their interpretations vary from state to state and our business services
agreements may be successfully challenged. Enforceability of certain provisions
could be limited and prevent us from receiving service fees. These types of
changes could restrict our operations in those states or prevent us from
affiliating with plastic surgery practices in those states. In addition, the
laws and regulations of states in which allied practices presently operate may
change or be interpreted in the future to either restrict or adversely affect
our agreements with allied practices in those states. Currently, the majority of
our business services agreements with founding practices provide for service
fees based on 15% of net cash collections.
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If changes in these laws require us to revise these agreements and use
consulting agreements with our fees based on a fixed dollar amount with a fixed
percentage increase, our revenues could be adversely affected.
The United States Congress has considered various healthcare reform
proposals, including comprehensive revisions to the current healthcare system.
It is uncertain what legislative proposals will be adopted in the future or what
actions federal or state legislatures or third-party payers may take in
anticipation of or in response to any healthcare reform proposals or
legislation. Changes in the healthcare industry, such as growth of managed care
organizations or provider networks, may result in lower payment levels for the
services of our surgeons and lower revenues for us.
Generally, fees received from private-pay patients are higher than those
from third-party payers that have cost-containment requirements. Although
approximately 80% of our practices' current revenues are derived from
private-pay patients, a decrease in the number of these patients could occur due
to federal and state legislative initiatives. Currently, most procedures
reimbursed under Medicare, Medicaid or other third-party payment programs
(including commercial insurers, managed care organizations, health maintenance
organizations or preferred provider organization) for plastic surgery services
are related to reconstructive procedures. The costs of most cosmetic surgery
procedures, which currently represent approximately 75% of the procedures
performed by our surgeons, are not reimbursed by governmental or private payors
and are not subject to cost containment requirements. Comprehensive healthcare
reform that includes reimbursement for the costs of cosmetic surgery procedures
could affect the payment for and availability of services, including discounted
reimbursement rates or more procedures falling under third-party coverage. These
changes could lower the revenues of our practices.
Many states prohibit physicians from using advertising that includes any
name other than the physician's, or from advertising in any manner likely to
lead a person to believe that a non-physician is engaged in the delivery of
medical services. Our business services agreements require all advertising to
conform to these requirements. We have endeavored to structure our web sites to
avoid violation of any state licensing requirements, but a state regulatory
authority may allege that some portion of our Internet business violates these
statutes. Any such allegation could adversely affect our business, results of
operations and financial condition.
Antitrust laws may limit our ability to compete in certain markets.
We are subject to a range of antitrust laws that prohibit anti-competitive
conduct, including price fixing and concerted refusals to deal and division of
markets. These laws may limit our ability to enter into business services
agreements with separate plastic surgery practices that compete with one another
in the same geographic market. In addition, these laws may prevent us from
acquiring plastic surgery practices that would be integrated into our existing
network of practices if these acquisitions would substantially lessen
competition or tend to create a monopoly.
If the Medicare/Medicaid anti-kickback laws are determined to apply to us, we
could be subject to fines and other penalties and our allied practices
could be excluded from participation in federal healthcare programs.
The Medicare/Medicaid anti-kickback statute prohibits the payment or
receipt of any remuneration in return for the referral of patients for services
covered under federal healthcare programs, including the Medicare and Medicaid
programs, or in return for purchasing, leasing, ordering or arranging for or
recommending the purchase, lease or order of any item or service that is covered
under a federal health care program. A violation of the anti-kickback statute is
a felony punishable by imprisonment, fines or both and may result in the
imposition of civil money penalties and exclusion from participation in any
federal healthcare program. The statute has been broadly interpreted by the
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courts and enforcement agencies. In addition, many states have laws that
prohibit the payment or receipt of any remuneration in return for the referral
of patients or the purchase of items or services under both government and
private health care programs. Violations of these state laws may result in
payment not being made for the items and services rendered, loss of a healthcare
provider's license, fines or criminal penalties. These statutes and regulations
vary from state to state and are often vague. In many states they have not been
interpreted by courts or regulatory agencies. Although we believe that our
current business arrangements with our allied practices do not implicate federal
anti-kickback laws, this may not be the case.
We could be liable for the misappropriation of personal information about the
users of our web site.
Our web sites retain personal information about our users that we obtain
with their consent. If unauthorized persons penetrate our network security and
gain access to or otherwise misappropriate our users' personal information we
may be subject to liability. Such liability could include claims for the misuse
of personal information, such as for unauthorized marketing purposes or the
unauthorized use of credit cards. These claims could result in litigation that
would require us to expend significant time and financial resources to defend.
In addition, if any of the misappropriated data is deemed to constitute patient
health records, this could be a violation of federal law as a breach of privacy.
The Federal Trade Commission and state governmental bodies have recently
investigated the disclosure of personal identifying information obtained from
individuals by Internet companies. The federal government has also made
legislative proposals in this area. We could incur additional expenses if new
regulations regarding the use of personal information are introduced or if any
regulator chooses to investigate our privacy practices. Any new law or
regulation, or the adverse application or interpretation of existing laws, may
decrease the growth in the use of the Internet our web sites. This could
decrease the demand for our services, increase our cost of doing business and
reduce our earnings. The potential imposition of liability upon us for our
content or services resulting from changes in government regulations could
require us to implement measures to reduce our exposure to this liability which
might require us to expend substantial resources or to discontinue Internet
service offerings.
If our Internet activities become subject to taxation, our cash flows and
results of operations could be adversely affected.
A number of legislative proposals have been made at the federal, state and
local level and by certain foreign governments that would impose additional
taxes on the sale of goods and services over the Internet or Internet-related
activities. Such regulation or other attempts at regulating commerce or the
Internet may impair the growth of commerce on the Internet, and, as a result,
adversely affect our opportunity to derive financial benefit from these
activities.
If we are subject to claims based on the content we provide on the Internet, we
could incur unanticipated expenses.
We may be subject to claims for defamation, negligence, product liability,
copyright or trademark infringement or other matters based on content and
information on our web sites supplied by us or third parties. These types of
claims have been brought, sometimes successfully, against other online service
companies. We may also be subject to claims for the content on other web sites
that are linked to ours, or for the content posted by visitors in chat rooms or
bulletin boards. We could incur significant costs in investigating and defending
against such claims even if they do not result in any liability to us.
The success of our business depends on the successful maintenance and
continuation of our web site.
Our Internet solutions are a key part of our strategy and difficulties with
our web sites could negatively affect our business and prospects. The
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continuous, reliable and secure operation of Internet servers and the related
hardware and software is necessary to our success. We do not have any back up
systems or a formal disaster recovery plan.
Our web sites must accommodate a high volume of traffic and deliver
frequently updated information. Our web sites may experience slower response
times or decreased traffic for a variety of reasons, including technological
deficiencies. In addition, our visitors depend on Internet service providers and
other web site operators for access to our web sites. Many of them have
experienced significant outages in the past and could experience such outages,
delays and other difficulties in the future. Some of the services we expect to
provide, such as video imaging, may require technologically advanced systems to
function properly. We may not be able to develop, acquire and maintain these
services, which could have an adverse effect on our business, financial
condition and results of operations.
Our business will be harmed if a breach of security occurs with respect to our
web sites.
Internet usage and access by consumers may decline if a compromise of
security occurs at our web sites. We may incur significant costs to provide
security and protect against the threat of security breaches or to alleviate
problems caused by such breaches. If our network security is penetrated,
proprietary and confidential information could be misappropriated and there may
be interruptions in our services. Security breaches could also expose us to
litigation.
Infringement of our intellectual property rights could disrupt our business.
We rely on a combination of copyright, trademark and trade secret laws and
contractual provisions to establish and protect our proprietary rights. We have
registered the domain names www.idealme.com, www.theplasticsurgeryco.com and
approximately 25 other domain names. However, we have not applied for federal
registration of any trademarks and we may not be able to secure registration of
these names. If we have to change our corporate name, our customers may be
confused and our business could be disrupted. This could have an adverse effect
on the value of our common stock.
Our success depends on our ability to retain our key personnel.
The continued efforts of our senior management, including Dennis Condon, is
critical to our success. We believe that Mr. Condon's experience and
professional relationship in our industry are key factors in our ability to
achieve our expansion strategy. The loss of his services could have a
detrimental impact on our business. In addition, we depend on the continued
performance of our allied surgeons.
The market price of our common stock may fluctuate widely.
The market prices of securities of Internet-related companies have
experienced volatility. If we are viewed as an Internet company, the market
price of our common stock could be adversely affected for reasons unrelated to
our operating performance. Fluctuations may also occur in response to our
historical and anticipated operating results, regulatory changes, competition
and any difference between actual results and the results expected by investors
and analysts.
Management beneficially owns approximately 64% of our common stock and their
interest could conflict with yours.
Our directors, executive officers and the owners of the founding practices
beneficially own approximately 64% of our outstanding common stock. As a result,
collectively they are able to substantially influence all matters requiring
shareholder approval, including the election of directors and approval of
significant corporate transactions. This concentration of ownership may also
have the effect of delaying or preventing a change in control.
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Shares eligible for sale in the future could negatively affect our stock price.
The market price of our common stock could decline as a result of sales of
a large number of shares of our common stock or the perception that these sales
could occur. This might also make it more difficult for us to raise funds
through the issuance of securities. Shares of our common stock that have not
been previously traded in the public market but may at some time be sold in the
public market include shares held by affiliates, shares to be issued in
acquisitions and shares to be issued upon the exercise of warrants or stock
options. As of December 7, 2000, we had outstanding 4,400,134 shares of common
stock of which 1,400,000 are freely tradeable. As of December 7, 2000, we have
reserved an aggregate of 3,887,154 shares of common stock for issuance upon
exercise of outstanding stock options and warrants. We have also registered
approximately 2.6 million shares under the registration statement of which this
prospectus is a part. In addition we have filed a registration statement
covering 2,500,000 shares of common stock for use in connection with
acquisitions. We may register additional shares in the future in connection with
acquisitions, compensation or otherwise.
INFORMATION REGARDING FORWARD-LOOKING STATEMENTS
We have made forward-looking statements in this prospectus, all of which
are subject to risks and uncertainties. Forward-looking statements include
information concerning possible or assumed future business success or financial
results. The forward-looking statements are subject to a number of risks,
uncertainties and assumptions about us, including those described in "Risk
Factors."
When we use words like "believe," "expect," "anticipate" or similar words
or terms, we are making forward-looking statements.
You should note that an investment in our common stock involves risks and
uncertainties that could affect our future business success or financial
results. Our actual results could differ materially from those anticipated
expressly or implicitly in these forward-looking statements as a result of many
factors, including those set forth in "Risk Factors" and elsewhere in this
prospectus.
We believe that it is important to communicate our expectations to our
investors. However, there may be events in the future that we are not able to
predict accurately or over which we have no control. You should be aware that
the occurrence of the events described under the heading "Risk Factors" and
elsewhere in this prospectus could adversely affect our business, financial
condition and operating results. We undertake no obligation to publicly update
any forward-looking statements for any reason, even if new information becomes
available or other events occur in the future.
USE OF PROCEEDS
All net proceeds from the sale of the shares of common stock covered by
this prospectus will go to the selling shareholders. We will not receive any
proceeds from the sale of common stock by the selling shareholders.
10
<PAGE>
SELLING SHAREHOLDERS
Each of the selling shareholders acquired shares of common stock in
connection with the acquisition of the founding practices.
The following table sets forth information with respect to the selling
shareholders and the shares of common stock that they may offer pursuant to this
prospectus. The selling shareholders may from time to time offer and sell any or
all of the shares of common stock pursuant to this prospectus. Some or all of
the shares offered by this prospectus may be offered on a delayed or continuing
basis by a selling shareholder. The selling shareholders include pledgees,
transferees, donees and others who may later hold the named selling
shareholders' shares. We may update or amend this prospectus from time to time
to update the disclosure set forth in this prospectus.
<TABLE>
Number of
Shares of Percentage of
Common Stock Percentage of Common Number of Shares Common Stock
Offered Stock Owned Prior to of Common Stock Owned
Pursuant to Any Sales Pursuant Owned After this
Selling Shareholder this Prospectus to this Offering After this Offering Offering
---------------------------------- ---------------- --------------------- ------------------- ------------
<S> <C> <C> <C> <C>
William G. Armiger, M.D., F.A.C.S. 409,949 9.3 0 *
Kenneth R. Arthur, M.D., F.A.C.S. 51,272 1.2 0 *
Robert A. Ersek, M.D., F.A.C.S. 452,914 10.3 0 *
Michael S. Flood, M.D., F.A.C.S. 51,273 1.2 0 *
Stanley P. Gulin, M.D., F.A.C.S. 148,572 3.4 0 *
Stiles T. Jewett, Jr., M.D., 58,992 1.6 12,000(1) *
F.A.C.S.
John C. Kelleher, J., M.D., 170,121 3.9 0 *
F.A.C.S.
Graham M. Kemsley, M.D., F.A.C.S. 123,165 2.9 0 *
John L. LeRoy, M.D., F.A.C.S. 30,449 * 0 *
Richard M. Nazareth, M.D., F.A.C.S. 152,486 3.6 5,050(2) *
</TABLE>
11
<PAGE>
<TABLE>
Number of
Shares of Percentage of
Common Stock Percentage of Common Number of Shares Common Stock
Offered Stock Owned Prior to of Common Stock Owned
Pursuant to Any Sales Pursuant Owned After this
Selling Shareholder this Prospectus to this Offering After this Offering Offering
---------------------------------- ---------------- --------------------- ------------------- ------------
<S> <C> <C> <C> <C>
John C. Schantz, M.D., F.A.C.S. 51,273 1.2 0 *
S.L. Schlesinger, M.D., F.A.C.S. 185,973 5.3 50,200(3) 1.1
Joel B. Singer, M.D., F.A.C.S. 100,560 2.6 12,000 *
Charles W. Spenler, M.D., F.A.C.S. 66,049 1.5 0 *
W. Grant Stevens, M.D. 441,601 12.2 130,400(4) 2.9
Gloria Thomas, M.D., F.A.C.S. 75,312 1.7 0 *
Verne M. Weisberg, M.D., F.A.C.S. 89,428 2.0 0 *
Stephen A. Brown, M.D., F.A.C.S. 13,283 * 221 *
Sidney L. Eisenbaum, M.D., F.A.C.S. 10,834 * 147 *
Harry V. Eisenberg, M.D., F.A.C.S. 29,154 * 10,319(5) *
Jay David Ellenby, M.D., F.A.C.S. 10,713 * 33,451(6) *
Edward A. Shadid, M.D., F.A.C.S. 13,554 * 49 *
Alan C. Stormo, M.D., F.A.C.S. 24,235 1.2 29,519(7) *
Ronald E. Tegtmeier, M.D., F.A.C.S. 31,445 * 0 *
L. Fabian Worthing, M.D., F.A.C.S. 13,217 * 147 *
</TABLE>
*Less than 1%
(1) All of these shares are issuable upon exercise of outstanding warrants.
(2) Includes 5,000 shares issuable upon exercise of a warrant.
(3) Includes 50,000 shares issuable upon exercise of a warrant.
(4) Includes 115,000 shares issuable upon exercise of a warrant held by Dr.
Stevens and 15,000 shares issuable upon exercise of warrant held by Dr.
Stevens wife, as to which he disclaims beneficial ownership.
(5) Includes 319 shares and 10,000 shares issuable upon exercise of a warrant
held by Dr. Eisenberg's wife, as to which he disclaims beneficial
ownership. (6) Includes 33,206 shares issuable upon exercise of a warrant.
(7) Includes 29,347 shares issuable upon exercise of a warrant.
PLAN OF DISTRIBUTION
We are registering the resale of our common stock on behalf of the selling
shareholders. A selling shareholder includes donees, transferees and pledgees
selling shares of common stock received from a named selling shareholder after
the date of this prospectus. This prospectus may also be used by transferees of
the selling shareholders or by other persons acquiring shares, including brokers
who borrow the shares to settle short sales of our common stock. If any of the
selling shareholders transfer any of their shares, each transferee must be bound
to the same restrictions and limitations that apply to the selling shareholders
described in this prospectus. We will bear all costs, expenses and fees in
connection with the registration of the shares offered in this prospectus. The
selling shareholders will bear all brokerage commissions and similar selling
expenses associated with the sale of the shares.
12
<PAGE>
The selling shareholders may offer their shares of our common stock at
various times in one or more of the following transactions:
o on the American Stock Exchange;
o in the over-the-counter market;
o in transactions other than on the American Stock Exchange or in
the over-the-counter market;
o in negotiated transactions or otherwise, including an
underwritten offering;
o in connection with short sales of the shares of our common stock;
o by pledge or by grant of a security interest in the shares to
secure debts and other obligations;
o in ordinary brokerage transactions and transactions in which a
broker solicits purchasers;
o in connection with the writing of non-traded and exchange-traded
call or put options, in hedge transactions and in settlement of
other transactions in standardized or over-the-counter options;
o in a block trade in which a broker-dealer, as principal, may
resell a portion of the block in order to facilitate the
transaction;
o in a purchase by a broker-dealer, as principal, and resale by the
broker-dealer for its account; or
o in a combination of any of the above transactions.
In connection with hedging transactions, the selling shareholders may:
o enter into transactions in which broker-dealers or other
financial institutions may in turn engage in short sales of our
common stock in the course of hedging the positions they assume
with the selling shareholders;
o sell shares short themselves and redeliver such stock to close
out their short positions;
o loan or pledge the shares to a broker-dealer, who may sell the
loaned stock, or in the event of default, sell the pledged stock;
or
o enter into options or other transactions with broker-dealers or
other financial institutions that require the delivery to such
broker-dealer or other financial institution of the shares
offered by this prospectus, which shares may be resold under this
prospectus or any prospectus supplemented or amended to reflect
such transaction.
The selling shareholders may sell their shares at market prices prevailing
at the time of sale, at prices related to the prevailing market prices, at
negotiated prices or at fixed prices. Each of the selling shareholders reserves
the right to accept, and together with their agents from time to time, to
reject, in whole or in part, any proposed purchase of the common stock to be
made directly or through agents.
The selling shareholders may use broker-dealers to sell their shares. If
this happens, broker-dealers will either receive discounts, commissions or
concessions from purchasers of shares for whom they acted as agents.
Broker-dealers engaged by the selling shareholders may allow other
broker-dealers to participate in resales.
The selling shareholders and any broker-dealers or agents that act in
connection with the sale of shares might be deemed to be underwriters and any
commissions received by these broker-dealers and any profit on the resale of the
shares sold by them while acting as principals might be deemed to be
underwriting discounts or commissions under the Securities Act of 1933. Because
the selling shareholders might be deemed to be underwriters within the meaning
of Section 2(11) of the Securities Act, they will be subject to the prospectus
13
<PAGE>
delivery requirements of the Securities Act. We have informed the selling
shareholders that the anti-manipulative provisions of Regulation M promulgated
under the Securities Exchange Act of 1934 may apply to their sales of shares of
common stock.
In addition to selling shares of our common stock under this prospectus,
the selling shareholders may:
o resell all or a portion of their shares in open market
transactions in reliance upon Rule 144 under the Securities Act,
provided that they meet the criteria and conform to the
requirements of Rule 144;
o agree to indemnify any broker-dealer or agent against certain
liabilities related to the selling of the common stock, including
liabilities arising under the Securities Act; or
o transfer their common stock in other ways not involving market
makers or established trading markets, including directly by
gift, distribution or other transfer.
Upon being notified by a selling shareholder that any material arrangement
has been entered into with a broker-dealer for the sale of the shares through a
block trade, special offering, exchange distribution or secondary distribution
or a purchase by a broker or dealer, we will file a supplement to this
prospectus if required under Rule 462(b) of the Securities Act disclosing:
o the name of each such selling shareholder and the participating
broker-dealer;
o the number of shares involved;
o the price at which the shares were sold;
o the commissions paid or discounts or concessions allowed to such
broker-dealers, where applicable; and
o other facts material to the transaction.
In addition, upon being notified by a selling shareholder that a donee or
pledgee intends to sell more than 500 shares, we will file a supplement to this
prospectus.
LEGAL MATTERS
The validity of the common stock offered hereby will be passed upon for us
by King & Spalding, Atlanta, Georgia.
EXPERTS
The financial statements as of December 31, 1998 and 1999 and for the
period from inception (April 30, 1997) to December 31, 1997 and for the years
ended December 31, 1998 and 1999, incorporated by reference in this prospectus
have been audited by Arthur Andersen, independent public accountants, as
indicated in their report with respect thereto, and are included herein in
reliance upon the authority of said firm as experts in giving said report.
WHERE YOU CAN FIND MORE INFORMATION
We are a reporting company and file annual, quarterly and current reports,
proxy materials and other information with the SEC. You may read and copy these
reports, proxy materials and other information at:
14
<PAGE>
<TABLE>
<S> <C> <C>
Securities & Exchange Commission Regional Office of the SEC Regional Office of SEC
Public Reference Room 7 World Trade Center 500 West Madison Street
450 Fifth Street, N.W. Suite 1300 Suite 1400
New York, NY 10048 New York, NY 10048 Chicago, IL 60661-2511
</TABLE>
You can request copies of these documents by writing to the SEC and paying
a fee for the copying costs. Please call the SEC at 1-800-SEC-0330 for more
information about the operation of the public reference room. Our SEC filings
are also available at the SEC's internet web site at "http:\\www.sec.gov." Our
common stock is quoted on The American Stock Exchange. Reports, proxy statements
and other information concerning us may also be inspected at the offices of The
American Stock Exchange at 86 Trinity Place, New York, New York 10006.
The SEC allows us to incorporate by reference the information we file with
them, which means that we can disclose important information to you by referring
you to those documents. The information incorporated by reference is considered
to be part of this prospectus, and information that we file later with the SEC
will automatically update and supersede previously filed information, including
information contained in this prospectus.
We incorporate by reference the documents listed below and any future
filings we will make with the SEC under Sections 13(a), 13(c), 14 or 15(d) of
the Securities Exchange Act of 1934 until this offering has been completed.
o our Annual Report on Form 10-K for the year ended December 31,
1999;
o our Definitive Proxy Statement filed on September 21, 2000;
o our Quarterly Report on Form 10-Q for the period ended March 31,
2000;
o our Quarterly Report on Form 10-Q for the period ended June 30,
2000;
o our Quarterly Report on Form 10-Q for the period ended September
30, 2000;
o our Current Report on Form 8-K dated December 18, 2000 and filed
with the SEC on January 2, 2001; and
o the description of our common stock that is contained in our
registration statement filed on Form 8-A filed on October 28,
1999.
You may request free copies of these filings by writing or telephoning us
at the following address:
The Plastic Surgery Company
509 E. Montecito Street, 2nd Floor
Santa Barbara, California 93103
(805) 963-0400
We have filed with the SEC a registration statement on Form S-3 under the
Securities Act of 1933. This prospectus, which is a part of that registration
statement, omits certain information contained in the registration statement.
Statements made in this prospectus as to the contents of any contract, agreement
or other document are not necessarily complete. With respect to each contract,
agreement or other document filed as an exhibit to the registration statement,
we refer you to that exhibit for a more complete description of the matter
involved, and each statement is deemed qualified in its entirety to that
reference.
You should rely only on the information provided in this prospectus or any
prospectus supplement. We have not authorized anyone else to provide you with
different information. We are not making an offer of these securities in any
state where the offer is not permitted. You should not assume that the
information in this prospectus or any prospectus supplement is accurate as of
any date other than the date on the front of those documents.
15
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other expenses of issuance and distribution.
The following table sets forth the costs and expenses payable in connection
with the sale of common stock being registered. All amounts are estimates except
the SEC registration fee and The American Stock Exchange filing fee, which is
calculated from the aggregate funds paid in connection with this registration
and a concurrent listing of 2,500,000 other shares of common stock that may be
issued from time to time in connection with acquisitions.
SEC registration fee................................. $ 4,110
The American Stock Exchange listing fee.............. 8,500
Accounting fees and expenses......................... 7,500
Legal fees and expenses.............................. 25,000
Printing expenses.................................... 9,000
Miscellaneous........................................ 890
TOTAL.......................................... $ 55,000
Item 15. Indemnification of Officers and Directors
The Georgia Business Corporation Code permits a corporation to eliminate or
limit the personal liability of a director to the corporation or its
shareholders for monetary damages for breach of duty of care or other duty as a
director, provided that no provisions shall eliminate or limit the liability of
a director: (A) for any appropriation, in violation of his duties, of any
business opportunity of the corporation; (B) for acts or omissions which involve
intentional misconduct or a knowing violation of law; (C) for unlawful corporate
distributions; or (D) for any transaction from which the director received an
improper personal benefit. This provision pertains only to breaches of duty by
directors in their capacity as directors (and not in any other corporate
capacity, such as officers) and limits liability only for breaches of fiduciary
duties under Georgia corporate law (and not for violation of other laws, such as
the Federal securities laws).
Pursuant to The Plastic Surgery Company's Amended and Restated Articles of
Incorporation and Bylaws, officers and directors shall be indemnified by The
Plastic Surgery Company to the fullest extent allowed under Georgia law for
claims brought against them in their capacities as officers and directors.
Indemnification is not allowed if the officer or director does not act in good
faith and in a manner reasonably believed to be in the best interests of the
company, or if the officer or director had no reasonable cause to believe his
conduct was lawful. Accordingly, indemnification may occur for liabilities
arising under the Securities Act.
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted for directors, officers and controlling persons of The Plastic
Surgery Company pursuant to the foregoing provisions or otherwise, we have been
advised that in the opinion of the Commission, such indemnification is against
public policy as expressed in the Securities Act and is, therefore,
unenforceable.
We have purchased insurance on behalf of our directors and officers against
certain liabilities that may be asserted against, or incurred by, such persons
in their capacities as directors and officers of the registrant, or that may
arise out of their status as directors or officers of the registrant, including
liabilities under federal and state securities laws.
II-1
<PAGE>
Item 16. Exhibits.
See Exhibit Index on page II-4.
Item 17. Undertakings.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3)
of the Securities Act of 1933, as amended (the "Act");
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration statement
(or the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental change
in the information set forth in the registration statement.
Notwithstanding the foregoing, any increase or decrease in volume
of securities offered (if the total dollar value of securities
offered would not exceed that which was registered) and any
deviation form the low or high end of the estimated maximum
offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) if, in the aggregate,
the changes in volume and price represent no more than 20% change
in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective
registration statement; and
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in the
registration statement or any material change to such information
in the registration statement.
Provided, however, that paragraphs (1)(i) and 1(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in the
registration statement.
(2) That, for the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment 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.
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.
(4) That for the purposes of determining any liability under the Securities
Act, each filing of the registrant's annual report pursuant to Section 13(a) or
Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable,
each filing of an employee benefit plan's annual report pursuant to Section
15(d) of the Securities Exchange Act of 1934) that is incorporated by reference
in the registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
of that time shall be deemed to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
II-2
<PAGE>
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 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.
II-3
<PAGE>
Exhibit Index
Exhibit
Number Description
4.1 Specimen Common Stock Certificate. (Incorporated by reference
to Exhibit 4.1 of the Registrant's Amendment No. 3 to
Registration Statement on Form S-1 filed with the Commission on
July 23, 1999 (File No. 333-78565)).
4.2 Form of Warrant Agreement between the Company and the
representatives of the underwriters of the Registrant's
initial public offering. (Incorporated by reference to
Exhibit 4.2 of the Registrant's Amendment No. 4 to Registration
Statement on Form S-1 filed with the Commission on September 15,
1999 (File No. 333-78565)).
5.1 Opinion of King & Spalding.*
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of King & Spalding (included in Exhibit 5.1)*
24.1 Powers of Attorney (included on the signature page)
-------------
* Previously Filed.
II-4
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized in the City of Santa Barbara, State of California on January 3, 2001.
THE PLASTIC SURGERY COMPANY
By: /s/ Dennis E. Condon
--------------------------------------
Dennis E. Condon
President, Chief Executive Officer and
Director
POWERS OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Dennis E. Condon, President, Chief
Executive Officer and Director, his or her true and lawful attorney-in-fact and
agent with full power of substitution and resubstitution, for him or her and in
his or her name, place and stead, in any and all capacities (unless revoked in
writing), to sign any and all amendments to this Registration Statement,
including any post-effective amendments as well as any related registration
statement (or amendment thereto) filed in reliance upon Rule 462(b) under the
Securities Act of 1933, and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorney-in-fact and agent, full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in connection therewith, as fully to all intents and purposes as he
or she might or could do in person, hereby ratifying and confirming all that
said attorney-in-fact and agent or his substitute 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 dates indicated.
<TABLE>
Signature Title Date
--------- ----- ----
<S> <C> <C>
President, Chief Executive Officer and January 3, 2001
/s/ Dennis E. Condon Director (Principal Executive Officer)
--------------------
Dennis E. Condon
Chief Financial Officer (Principal
/s/ Gunnar Sundstrom Accounting Officer) January 3, 2001
---------------------
Gunnar Sundstrom
/s/ Jonathan E. Wilfong Chairman of the Board January 3, 2001
-----------------------
Jonathan E. Wilfong
/s/ Robert Ersek, M.D. Director December 21, 2000
----------------------
Robert Ersek, M.D.
/s/ John Schantz, M.D. Director January 3, 2001
----------------------
John Schantz, M.D.
Director January , 2001
----------------------
W. Grant Stevens, M.D.
Director
/s/ William Armiger, M.D. December 21, 2000
-------------------------
William Armiger, M.D.
</TABLE>
