<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 14, 1998.
REGISTRATION NO. 333-46349
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------
AMENDMENT NO. 5
TO
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
---------------------
HORIZON MEDICAL PRODUCTS, INC.
(Exact name of registrant as specified in its charter)
---------------------
<TABLE>
<S> <C> <C>
GEORGIA 5047 58-1882343
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification No.)
</TABLE>
ONE HORIZON WAY
P.O. DRAWER 627
MANCHESTER, GEORGIA 31816
(706) 846-3126
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
MARSHALL B. HUNT
CHAIRMAN AND CHIEF EXECUTIVE OFFICER
ONE HORIZON WAY
P.O. DRAWER 627
MANCHESTER, GEORGIA 31816
(706) 846-3126
(Name, address, including zip code, and telephone number, including
area code, of agent for service)
---------------------
COPIES TO:
<TABLE>
<S> <C>
JEFFREY M. STEIN LEONARD A. SILVERSTEIN
KING & SPALDING LONG ALDRIDGE & NORMAN LLP
191 PEACHTREE STREET 303 PEACHTREE STREET, SUITE 5300
ATLANTA, GEORGIA 30303-1763 ATLANTA, GEORGIA 30308
PHONE: (404) 572-4600 PHONE: (404)527-4000
FASCIMILE: (404) 572-5100 FACSIMILE: (404) 527-4198
</TABLE>
---------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As
promptly as practicable after this 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, 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 this form is a post-effective amendment filed pursuant to Rule 462(d)
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(C) OF
THE SECURITIES ACT OF 1933, AS AMENDED, OR UNTIL THIS REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID
SECTION 8(C), MAY DETERMINE.
================================================================================
<PAGE> 2
PART II.
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following table sets forth an itemized statement of certain costs and
expenses incurred in connection with the issuance and distribution of the
securities being registered:
<TABLE>
<S> <C>
Securities and Exchange Commission registration fee......... $ 17,700
NASD filing fee............................................. 6,000
Nasdaq National Market listing fee.......................... 84,875
Blue Sky fees and expenses (including counsel fees)......... 12,500
Printing and engraving expenses............................. 243,175
Legal fees and expenses..................................... 360,000
Accounting fees and expenses................................ 300,000
Registrar and Transfer Agent's fees and expenses............ 7,750
Miscellaneous............................................... 218,000
----------
Total............................................. $1,250,000
==========
</TABLE>
All amounts except the Securities and Exchange Commission registration fee,
the NASD filing fee and Nasdaq National Market listing fee are estimated. The
Company intends to pay all expenses of registration with respect to shares being
sold by the Selling Shareholders hereunder, with the exception of underwriting
discounts and commissions.
ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Georgia 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.
The Company's Bylaws also provide that the Company shall indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative (including any action by or in the
right of the Company), by reason of the fact that such person is or was a
director or officer of the Company, or is or was serving at the request of the
Company as a director or officer of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including reasonable
attorney's fees), judgments, fines, and amounts paid in settlement actually and
reasonably incurred by such person in connection with such action, suit or
proceeding, if such person acted in good faith and in a manner such person
reasonably believed to be in or not opposed to the best interests of the Company
(and with respect to any criminal action or proceeding, if such person had no
reasonable cause to believe such person's conduct was unlawful), to the maximum
extent permitted by, and in the manner provided by, the Georgia Code. In
addition, the Bylaws provide that the Company will advance to its directors or
officers reasonable expenses of any such proceeding.
Notwithstanding any provision of the Company's Articles and Bylaws to the
contrary, the Georgia Code provides that the Company shall not indemnify a
director or officer for any liability incurred in a proceeding in which the
director or officer is adjudged liable to the Company or is subjected to
injunctive relief in favor of the Company: (i) for any appropriation, in
violation of his duties, of any business opportunity of the Company; (ii) for
acts or omissions which involve intentional misconduct or a knowing violation of
law; (iii) for unlawful corporate distributions; or (iv) for any transaction
from which the director or officer received an improper personal benefit.
The Company has purchased insurance with respect to, among other things,
any liabilities that may accrue under the statutory provisions referred to
above.
II-1
<PAGE> 3
Pursuant to the Underwriting Agreement filed as Exhibit 1.1 to this
Registration Statement, the Underwriters have agreed to indemnify the directors,
officers and controlling persons of the Company against certain civil
liabilities that may be incurred in connection with the Offering, including
certain liabilities under the Securities Act.
ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES
On March 17, 1995, the Company issued to Cordova 933,451 shares of the
Company's Class A Common Stock (the "Cordova Shares") for an aggregate $10.00,
pursuant to the exercise by Cordova of a warrant (the "Cordova Warrant"). The
Company granted the Cordova Warrant to Cordova in 1994 in connection with a $1.0
million loan made to the Company by Cordova. The Cordova Warrant and Cordova
Shares were issued pursuant to the exemption from registration provided by
Section 4(2) of the Securities Act (the "Section 4(2) Exemption").
On September 25, 1995, in connection with a $1.5 million loan to the
Company from Sirrom, the Company issued to Sirrom a warrant (the "Sirrom
Warrant") for the purchase of 876,705 shares of the Company's Class A Common
Stock. On July 15, 1997, the Company redeemed the Sirrom Warrant in full. The
Sirrom Warrant was issued pursuant to the Section 4(2) Exemption.
On December 15, 1995, the Company issued 83,179 shares of Class A Common
Stock to Roddy J.H. Clark, a former officer of the Company for an aggregate
$15.00. The shares were issued to Mr. Clark pursuant to the exercise of Mr.
Clark's rights under a Stock Warrant Agreement dated May 1, 1993 between the
Company and Mr. Clark. The issuance to Mr. Clark was made under the Section 4(2)
Exemption.
On March 19, 1996 and in April 1998 Cordova exercised certain anti-dilution
rights relating to the Cordova Warrant (and the shares issued pursuant thereto)
to purchase 1,756 shares and 15,550 shares, respectively, of the Company's Class
A Common Stock for $.001 per share, for an aggregate purchase price of $17.31.
The issuances to Cordova were made pursuant to the Section 4(2) Exemption.
Pursuant to the SAR Plan, from June 1995 through November 1997, the Company
granted an aggregate 124,000 SARs to eligible employees and eligible sales
representatives based on their achievement of certain performance targets. At
April 9, 1998, 99,600 SARs were outstanding. Subject to consummation of the
Offering, (i) all outstanding SARs will be cancelled, (ii) the options to
purchase an aggregate 99,600 shares of Common Stock under the Stock Incentive
Plan will be granted to holders of SARs who are still employed by the Company
upon consummation of the Offering (i.e., the SAR Conversion Options) and (iii)
cash compensation equal to one dollar will be paid for each SAR held by holders
of SARs who are not employed by the Company upon consummation of the Offering.
The SAR Conversion Options will be exercisable, in increments of 25% per year
over four years, commencing on the first anniversary of the option grant date,
at an exercise price per share equal to the initial public offering price. The
foregoing issuances will be made in reliance on Rule 701 promulgated under the
Securities Act (the "Rule 701 Exemption").
The Company will grant under the Stock Incentive Plan, subject to
consummation of the Offering, options to purchase an aggregate of (i) 40,000
shares of Common Stock to Outside Directors (i.e., the Outside Directors'
Options) and (ii) 10,000 shares of Common Stock to J. Ronald Hager, an executive
officer of the Company (i.e., the Executive's Options). The Company intends to
rely on the Rule 701 Exemption for such issuances.
On July 15, 1997 the Company issued to NationsCredit a warrant to purchase
765,000 shares of Common Stock in reliance on the Section 4(2) Exemption.
Concurrently with the consummation of the Offering, the Company will issue to
NationsCredit 765,000 shares of Common Stock upon exercise of warrants to
purchase such stock for an aggregate $765. The issuance to NationsCredit will be
made in reliance on the Section 4(2) Exemption.
On March 20, 1998 the Company issued to Premier Purchasing Partners, L.P. a
Warrant to purchase up to 500,000 shares of Common Stock, subject to certain
vesting requirements, in reliance on the Section 4(2) Exemption.
II-2
<PAGE> 4
The Company will grant, subject to consummation of the Offering, options to
purchase an aggregate of 15,000 shares of Common Stock to an outside advisor to
the Company (i.e., the Advisor's Options). The Company intends to rely on the
Rule 701 exemption for such issuance.
All of the foregoing issuances were conducted without an underwriter or
placement agent and give effect to an approximate 92.42-for-one stock split to
be effected upon consummation of the Offering.
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) Exhibits:
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF EXHIBITS
- ------- -----------------------
<C> <C> <S>
1.1 -- Form of Underwriting Agreement between the Company and
Credit Suisse First Boston Corporation, BancAmerica
Robertson Stephens and NationsBanc Montgomery Securities LLC
as Representatives of the several underwriters*
3.1 -- Amended and Restated Articles of Incorporation of the
Company*
3.2 -- Amended and Restated Bylaws of the Company*
4.1 -- See Articles II, III, VII and IX of the Amended and Restated
Articles of Incorporation filed as Exhibit 3.1 and Articles
I, VII, VIII and IX of the Amended and Restated Bylaws filed
as Exhibit 3.2*
4.2 -- Specimen Common Stock Certificate*
5.1 -- Opinion of King & Spalding (including consent)
10.1 -- Promissory Note dated September 28, 1995 made by Marshall B.
Hunt to the order of the Company in the principal amount of
$77,612.43, as amended by Amendment to Promissory Note dated
September 28, 1996*
10.2 -- Promissory Note dated September 28, 1995 made by William E.
Peterson, Jr. to the order of the Company in the principal
amount of $77,612.43, as amended by Amendment to Promissory
Note dated September 28, 1996*
10.3 -- Promissory Note dated September 28, 1995 made by Roy C.
Mallady, Jr. to the order of the Company in the principal
amount of $77,612.43*
10.4 -- Promissory Note dated October 12, 1995 made by Marshall B.
Hunt to the order of the Company in the principal amount of
$35,000.00, as amended by Amendment to Promissory Note dated
October 12, 1995*
10.5 -- Promissory Note dated October 12, 1995 made by William E.
Peterson, Jr. to the order of the Company in the principal
amount of $35,000.00, as amended by Amendment to Promissory
Note dated October 12, 1995*
10.6 -- Promissory Note dated October 12, 1995 made by Roy C.
Mallady, Jr. to the order of the Company in the principal
amount of $35,000.00, as amended by Amendment to Promissory
Note dated October 12, 1995*
10.7 -- Amended and Restated Secured Promissory Note dated July 15,
1997 in the original principal amount of $1.5 million made
by the Company in favor of NationsCredit Commercial
Corporation with Acknowledgment and Consent of Guarantor*
10.8 -- Credit Agreement dated as of July 15, 1997 among the
Company, the Lenders referred to therein and NationsCredit
Commercial Corporation, as Agent (together with the exhibits
thereto)*
10.9 -- Lease Agreement dated as of July 1, 1996 between The
Development Authority of the City of Manchester and the
Company*
10.10 -- Lease Agreement dated as of August 29, 1997 between The
Development Authority of the City of Manchester and the
Company*
10.11 -- 1998 Stock Incentive Plan*
</TABLE>
II-3
<PAGE> 5
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF EXHIBITS
- ------- -----------------------
<C> <C> <S>
10.12 -- Management Agreement dated as of January 1, 1995 between the
Company and Cardiac Medical, Inc., together with
Acknowledgment of Termination of Contract with CMI*
10.13 -- Loan Agreement dated as of September 25, 1995 between the
Company and Sirrom Capital Corporation*
10.14 -- Stock Purchase Agreement dated June 20, 1997 among the
Company, Pfizer, Inc., Arrow International, Inc. and
Strato(R)/Infusaid(TM) Inc., as amended by Amendment to
Purchase Agreement, dated June 20, 1997*
10.15 -- Asset Purchase and Stock Redemption Agreement dated as of
July 15, 1997 among the Company, Arrow International, Inc.
and Strato(R)/Infusaid(TM) Inc.*
10.16 -- Asset Purchase Agreement dated October 24, 1995 by and among
the Company, Horizon Acquisition Corp. and NeoStar Medical
Technologies, Inc.*
10.17 -- Secured Subordinated Note dated October 24, 1995 made by
Horizon Acquisition Corp. to the order of NeoStar Medical
Technologies, Inc. in the principal amount of $2,461,017, as
amended by Amendment to Secured Subordinated Note dated July
31, 1997*
10.18 -- Agreement dated July 31, 1997 by and among Horizon
Acquisition Corp., the Company, NeoStar Holding, Inc.,
Joseph D. Pike, Thomas F. Darden, II, Williams W. Wells and
Lance J. Bronnenkant*
10.19 -- Amendment to Security Agreement dated July 31, 1997 by and
among Horizon Acquisition Corp., NeoStar Holding, Inc.,
Joseph D. Pike, Thomas F. Darden, II, William W. Wells and
Lance J. Bronnenkant*
10.20 -- Letter Agreement dated January 8, 1998 between Arrow
International, Inc. and the Company re: the Company's use of
the Norwood facility*
10.21 -- Agreement dated January 13, 1995 between the Company and ACT
Medical, Inc.*
10.22 -- Horizon Plastic Ports: Term Sheet, dated March 18, 1997*
10.23 -- Letter Agreement 2 dated January 17, 1997 to Supply
Agreement between CarboMedics, Inc. and the Company, dated
February 17, 1993, as amended, Development Agreement, dated
February 17, 1993, by and between CarboMedics, Inc. and the
Company, as amended, and Equity Agreement, dated as of
February 17, 1993, by and between CarboMedics, Inc. and the
Company, as amended, together with Letter Agreement dated
February 17, 1993 between CarboMedics, Inc. and the Company
and the aforesaid Supply, Development and Equity Agreements*
10.24 -- Agreement dated May 8, 1997 between the Company and Robert
Cohen+*
10.25 -- Consulting and Services Agreement dated February 1, 1996
between the Company and Healthcare Alliance, Inc. as
amended*
10.26 -- Second Amended License Agreement dated January 1, 1995
between Dr. Sakharam D. Mahurkar and NeoStar Medical(R)
Technologies, Inc.+*
10.27 -- License Agreement dated July 1995 between Dr. Sakharam D.
Mahurkar and Strato(R)/Infusaid(TM) Inc.+*
10.28 -- Additional License Agreement dated January 1, 1997 between
Dr. Sakharam D. Mahurkar and the Company+*
10.29 -- Atlanta Office Purchase Agreement*
10.30 -- Employment Agreement dated as of April 3, 1998 between
Marshall B. Hunt and the Company*
10.31 -- Employment Agreement dated as of April 3, 1998 between
William E. Peterson, Jr. and the Company*
10.32 -- Premier Warrant*
</TABLE>
II-4
<PAGE> 6
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF EXHIBITS
- ------- -----------------------
<C> <C> <S>
10.33 -- Premier Group Purchasing Agreement+*
10.34 -- Security Agreement dated as of September 25, 1995 between
Sirrom Capital Corporation and the Company*
10.35 -- Rights Agreement dated as of April 9, 1998 between the
Company and Tapir Investments (Bahamas) Ltd.*
21.1 -- Subsidiaries of the Company*
23.1 -- Consent of King & Spalding (contained in Exhibit 5.1)*
23.2 -- Consent of Coopers & Lybrand L.L.P.*
24. -- Power of Attorney*
27.1 -- Financial Data Schedule (for SEC filing purposes only)*
</TABLE>
- ---------------
* Previously filed.
+ Confidential treatment has been requested with respect to portions of this
exhibit. Certain portions of this Exhibit have been omitted and filed
separately with the Commission pursuant to a request for confidential
treatment.
(b) Financial Statement Schedules:
The following financial statement schedule is furnished herewith:
Valuation and Qualifying Accounts for the years ended December 31,
1995, 1996 and 1997.
All other schedules for which provision is made in the applicable
accounting regulation of the Commission are not required under the related
instructions or are not applicable, and therefore have been omitted.
ITEM 17. UNDERTAKINGS
The undersigned Registrant hereby undertakes to provide to the underwriters
at the closing specified in the underwriting agreement, certificates in such
denominations and registered in such names as required by the underwriters to
permit prompt delivery to each purchaser.
Insofar as indemnification by the Registrant for liabilities arising under
the Securities Act may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered hereunder, the Registrant will, unless in the opinion of its counsel
the matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act and will be governed by
the final adjudication of such issue.
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
this Registration Statement in reliance upon Rule 430A and contained in a
form of prospectus filed by the Registrant pursuant to Rule 424(b)(1) or
(4) or 497(h) under the Securities Act shall be deemed to be part of this
Registration Statement as of the time it was declared effective.
(2) For the purpose of determining any liability under the Securities
Act, each post-effective amendment that contains a form of prospectus shall
be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
II-5
<PAGE> 7
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-1 and has duly caused this Amendment to the
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Atlanta, State of Georgia, on April 14, 1998.
HORIZON MEDICAL PRODUCTS, INC.
By: /s/ MARSHALL B. HUNT
------------------------------------
Marshall B. Hunt
Chairman and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this Amendment
to the Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<C> <S> <C>
/s/ MARSHALL B. HUNT Chairman, Chief Executive April 14, 1998
- ----------------------------------------------------- Officer (Principal Executive
Marshall B. Hunt Officer) and Director
* Vice Chairman and Director April 14, 1998
- -----------------------------------------------------
Roy C. Mallady, Jr.
* President and Director April 14, 1998
- -----------------------------------------------------
William E. Peterson, Jr.
* Vice President of Finance April 14, 1998
- ----------------------------------------------------- (Principal Financial and
Mark A. Jewett Principal Accounting
Officer)
*By: /s/ MARSHALL B. HUNT
------------------------------------------------
Marshall B. Hunt
Attorney-in-Fact
</TABLE>
II-6
<PAGE> 8
REPORT OF INDEPENDENT ACCOUNTANTS
In connection with our audits of the consolidated financial statements of
Horizon Medical Products, Inc. as of December 31, 1996 and 1997, and for each of
the three years in the period ended December 31, 1997, which consolidated
financial statements are included in the Prospectus, we have also audited the
financial statement schedule listed in Item 16(b) herein.
In our opinion, this financial statement schedule, when considered in
relation to the basic financial statements taken as a whole, presents fairly, in
all material respects, the information required to be included therein.
COOPERS & LYBRAND L.L.P.
Birmingham, Alabama
January 29, 1998
S-1
<PAGE> 9
SCHEDULE II
HORIZON MEDICAL PRODUCTS, INC.
VALUATION AND QUALIFYING ACCOUNTS
FOR THE YEARS ENDED DECEMBER 31, 1995, 1996, AND 1997
<TABLE>
<CAPTION>
BEGINNING CHARGED TO ENDING
BALANCE EXPENSES WRITE OFFS DEDUCTIONS OTHER(1) BALANCE
--------- ---------- ---------- ---------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
Year ended December 31, 1995:
Allowance for returns and
doubtful accounts............. $ 7,426 $ -- $ -- $ 6,264 $ -- $ 1,182
Inventory Reserve................ -- -- -- -- -- --
Year ended December 31, 1996:
Allowance for returns and
doubtful accounts............. $ 1,162 $ 5,835 $ 7,806 $ -- $ -- $ 6,997
Inventory Reserve................ -- -- -- -- -- --
Year ended December 31, 1997:
Allowance for returns and
doubtful accounts............. $ 6,997 $ 58,916 $ -- $210,098 $452,424 $308,239
Inventory Reserve................ -- 125,000 225,118 -- 350,050 249,932
</TABLE>
- ---------------
(1) Other consists of allowances and reserves acquired through acquisitions.
S-2
<PAGE> 10
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF EXHIBITS
- ------- -----------------------
<C> <C> <S>
1.1 -- Form of Underwriting Agreement between the Company and
Credit Suisse First Boston Corporation, BancAmerica
Robertson Stephens and NationsBanc Montgomery Securities LLC
as Representatives of the several underwriters*
3.1 -- Amended and Restated Articles of Incorporation of the
Company*
3.2 -- Amended and Restated Bylaws of the Company*
4.1 -- See Articles II, III, VII and IX of the Amended and Restated
Articles of Incorporation filed as Exhibit 3.1 and Articles
I, VII, VIII and IX of the Amended and Restated Bylaws filed
as Exhibit 3.2*
4.2 -- Specimen Common Stock Certificate*
5.1 -- Opinion of King & Spalding (including consent)
10.1 -- Promissory Note dated September 28, 1995 made by Marshall B.
Hunt to the order of the Company in the principal amount of
$77,612.43, as amended by Amendment to Promissory Note dated
September 28, 1996*
10.2 -- Promissory Note dated September 28, 1995 made by William E.
Peterson, Jr. to the order of the Company in the principal
amount of $77,612.43, as amended by Amendment to Promissory
Note dated September 28, 1996*
10.3 -- Promissory Note dated September 28, 1995 made by Roy C.
Mallady, Jr. to the order of the Company in the principal
amount of $77,612.43*
10.4 -- Promissory Note dated October 12, 1995 made by Marshall B.
Hunt to the order of the Company in the principal amount of
$35,000.00, as amended by Amendment to Promissory Note dated
October 12, 1995*
10.5 -- Promissory Note dated October 12, 1995 made by William E.
Peterson, Jr. to the order of the Company in the principal
amount of $35,000.00, as amended by Amendment to Promissory
Note dated October 12, 1995*
10.6 -- Promissory Note dated October 12, 1995 made by Roy C.
Mallady, Jr. to the order of the Company in the principal
amount of $35,000.00, as amended by Amendment to Promissory
Note dated October 12, 1995*
10.7 -- Amended and Restated Secured Promissory Note dated July 15,
1997 in the original principal amount of $1.5 million made
by the Company in favor of NationsCredit Commercial
Corporation with Acknowledgment and Consent of Guarantor*
10.8 -- Credit Agreement dated as of July 15, 1997 among the
Company, the Lenders referred to therein and NationsCredit
Commercial Corporation, as Agent (together with the exhibits
thereto)*
10.9 -- Lease Agreement dated as of July 1, 1996 between The
Development Authority of the City of Manchester and the
Company*
10.10 -- Lease Agreement dated as of August 29, 1997 between The
Development Authority of the City of Manchester and the
Company*
10.11 -- 1998 Stock Incentive Plan*
10.12 -- Management Agreement dated as of January 1, 1995 between the
Company and Cardiac Medical, Inc., together with
Acknowledgment of Termination of Contract with CMI*
10.13 -- Loan Agreement dated as of September 25, 1995 between the
Company and Sirrom Capital Corporation*
10.14 -- Stock Purchase Agreement dated June 20, 1997 among the
Company, Pfizer, Inc., Arrow International, Inc. and
Strato(R)/Infusaid(TM) Inc., as amended by Amendment to
Purchase Agreement, dated June 20, 1997*
</TABLE>
<PAGE> 11
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF EXHIBITS
- ------- -----------------------
<C> <C> <S>
10.15 -- Asset Purchase and Stock Redemption Agreement dated as of
July 15, 1997 among the Company, Arrow International, Inc.
and Strato(R)/Infusaid(TM) Inc.*
10.16 -- Asset Purchase Agreement dated October 24, 1995 by and among
the Company, Horizon Acquisition Corp. and NeoStar Medical
Technologies, Inc.*
10.17 -- Secured Subordinated Note dated October 24, 1995 made by
Horizon Acquisition Corp. to the order of NeoStar Medical
Technologies, Inc. in the principal amount of $2,461,017, as
amended by Amendment to Secured Subordinated Note dated July
31, 1997*
10.18 -- Agreement dated July 31, 1997 by and among Horizon
Acquisition Corp., the Company, NeoStar Holding, Inc.,
Joseph D. Pike, Thomas F. Darden, II, Williams W. Wells and
Lance J. Bronnenkant*
10.19 -- Amendment to Security Agreement dated July 31, 1997 by and
among Horizon Acquisition Corp., NeoStar Holding, Inc.,
Joseph D. Pike, Thomas F. Darden, II, William W. Wells and
Lance J. Bronnenkant*
10.20 -- Letter Agreement dated January 8, 1998 between Arrow
International, Inc. and the Company re: the Company's use of
the Norwood facility*
10.21 -- Agreement dated January 13, 1995 between the Company and ACT
Medical, Inc.*
10.22 -- Horizon Plastic Ports: Term Sheet, dated March 18, 1997*
10.23 -- Letter Agreement 2 dated January 17, 1997 to Supply
Agreement between CarboMedics, Inc. and the Company, dated
February 17, 1993, as amended, Development Agreement, dated
February 17, 1993, by and between CarboMedics, Inc. and the
Company, as amended, and Equity Agreement, dated as of
February 17, 1993, by and between CarboMedics, Inc. and the
Company, as amended, together with Letter Agreement dated
February 17, 1993 between CarboMedics, Inc. and the Company
and the aforesaid Supply, Development and Equity Agreements*
10.24 -- Agreement dated May 8, 1997 between the Company and Robert
Cohen+*
10.25 -- Consulting and Services Agreement dated February 1, 1996
between the Company and Healthcare Alliance, Inc. as
amended*
10.26 -- Second Amended License Agreement dated January 1, 1995
between Dr. Sakharam D. Mahurkar and NeoStar Medical(R)
Technologies, Inc.+*
10.27 -- License Agreement dated July 1995 between Dr. Sakharam D.
Mahurkar and Strato(R)/Infusaid(TM) Inc.+*
10.28 -- Additional License Agreement dated January 1, 1997 between
Dr. Sakharam D. Mahurkar and the Company+*
10.29 -- Atlanta Office Purchase Agreement*
10.30 -- Employment Agreement dated as of April 3, 1998 between
Marshall B. Hunt and the Company*
10.31 -- Employment Agreement dated as of April 3, 1998 between
William E. Peterson, Jr. and the Company*
10.32 -- Premier Warrant*
10.33 -- Premier Group Purchasing Agreement+*
10.34 -- Security Agreement dated as of September 25, 1995 between
Sirrom Capital Corporation and the Company*
10.35 -- Rights Agreement dated as of April 9, 1998 between the
Company and Tapir Investments (Bahamas) Ltd.*
21.1 -- Subsidiaries of the Company*
23.1 -- Consent of King & Spalding (contained in Exhibit 5.1)*
23.2 -- Consent of Coopers & Lybrand L.L.P.*
</TABLE>
<PAGE> 12
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF EXHIBITS
- ------- -----------------------
<C> <C> <S>
24. -- Power of Attorney*
27.1 -- Financial Data Schedule (for SEC filing purposes only)*
</TABLE>
- ---------------
* Previously filed.
+ Confidential treatment has been requested with respect to portions of this
exhibit. Certain portions of this Exhibit have been omitted and filed
separately with the Commission pursuant to a request for confidential
treatment.
<PAGE> 1
EXHIBIT 5.1
(404) 572-4600 (404) 572-5100
April 14, 1998
Horizon Medical Products, Inc.
One Horizon Way
P.O. Drawer 627
Manchester, Georgia 31816
Re: Horizon Medical Products, Inc. -- Registration Statement on
Form S-1 relating to 3,993,950 shares of Common Stock
Ladies and Gentlemen:
We have acted as counsel for Horizon Medical Products, Inc., a Georgia
corporation (the "Company"), in connection with the preparation of a
Registration Statement on Form S-1 (the "Registration Statement") filed with the
Securities and Exchange Commission under the Securities Act of 1933 relating to
the proposed public offering and sale of up to (i) 2,600,000 shares of the
Company's Common Stock, par value $.001 per share (the "Company Firm Shares") by
the Company, (ii) 520,950 shares of the Company's Common Stock, par value $.001
per share, subject to an overallotment option by the Company (the "Company
Option Shares"), and (iii) 873,000 shares of the Company's Common Stock, par
value $.001 per share (the "Shareholders Firm Shares") by the Selling
Shareholders pursuant to the Underwriting Agreement (the "Underwriting
Agreement") to be entered into among the Company, Credit Suisse First Boston
Corporation, BancAmerica Robertson Stephens and NationsBanc Montgomery
Securities LLC, as representatives of the several underwriters.
In connection with this opinion, we have examined and relied upon such
records, documents, certificates and other instruments as in our judgment are
necessary or appropriate to form the basis for the opinions hereinafter set
forth. In all such examinations, we have assumed the genuineness of signatures
on original documents and the conformity to such original documents of all
copies submitted to us as certified, conformed or photographic copies, and as to
certificates of public officials, we have assumed the same to have been properly
given and to be accurate. As to matters of fact material to this opinion, we
have relied upon statements and representations of representatives of the
Company and of public officials.
<PAGE> 2
Horizon Medical Products
April 14, 1998
Page 2
The opinions expressed herein are limited in all respects to the
Georgia Business Corporation Code, and no opinion is expressed with respect to
the laws of any other jurisdiction or any effect which such laws may have on the
opinions expressed herein. This opinion is limited to the matters stated herein,
and no opinion is implied or may be inferred beyond the matters expressly stated
herein.
Based upon and subject to the foregoing, we are of the opinion that:
(i) Upon the filing and acceptance of the Company's
Amended and Restated Articles of Incorporation with the Secretary of
State of Georgia, the Company Firm Shares will be duly authorized and,
upon the issuance of the Company Firm Shares against payment therefore
as provided in the Underwriting Agreement, the Company Firm Shares will
be validly issued, fully paid and nonassessable.
(ii) Upon the filing and acceptance of the Company's
Amended and Restated Articles of Incorporation with the Secretary of
State of Georgia, the Company Option Shares will be duly authorized
and, upon the issuance of the Company Option Shares against payment
therefore as provided in the Underwriting Agreement, the Company Option
Shares will be validly issued, fully paid and nonassessable.
(iii) Upon the filing and acceptance of the Company's
Amended and Restated Articles of Incorporation with the Secretary of
State of Georgia, the Shareholders Firm Shares will be duly authorized,
and upon the issuance of certain of such Shareholders Firm Shares
against payment therefor as provided in any warrant or similar
agreement to which they may be subject, the Shareholders Firm Shares
will be validly issued, fully paid and nonassessable.
This opinion is given as of the date hereof, and we assume no
obligation to advise you after the date hereof of facts or circumstances that
come to our attention or changes in law that occur which could affect the
opinions contained herein.
We hereby consent to the filing of this opinion as an Exhibit to the
Registration Statement and to the reference to us under the caption "Legal
Matters" in the Prospectus that is included in the Registration Statement.
Very truly yours,
KING & SPALDING
