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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 7, 1998
REGISTRATION NO. 333-52327
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 4
TO
FORM SB-2
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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LOGISTICARE, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 4729 13-3765416
(STATE OR OTHER (PRIMARY STANDARD (I.R.S. EMPLOYER
JURISDICTION OF INDUSTRIAL IDENTIFICATION NUMBER)
INCORPORATION OR CLASSIFICATION CODE
ORGANIZATION) NUMBER)
ONE CROWN CENTER
SUITE 306
1895 PHOENIX BOULEVARD
COLLEGE PARK, GEORGIA 30349
(770) 907-7596
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
JOHN L. SHERMYEN
ONE CROWN CENTER
SUITE 306
1895 PHOENIX BOULEVARD
COLLEGE PARK, GEORGIA 30349
(770) 907-7596
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
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COPIES OF COMMUNICATIONS TO:
ROBERT A. CANTONE, ESQ. JEFFREY R. PATT, ESQ.
PROSKAUER ROSE LLP KATTEN MUCHIN & ZAVIS
1585 BROADWAY 525 WEST MONROE STREET
NEW YORK, NEW YORK 10036-8299 CHICAGO, ILLINOIS 60661
(212) 969-3000 (312) 902-5604
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after the effectiveness of this Registration Statement.
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. [_]
If this Form is filed to register Additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration 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 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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PROPOSED
PROPOSED MAXIMUM
TITLE OF EACH CLASS OF MAXIMUM AGGREGATE AMOUNT OF
SECURITIES TO BE AMOUNT TO OFFERING PRICE OFFERING REGISTRATION
REGISTERED BE REGISTERED(1) PER UNIT(2) PRICE(2) FEE
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Common Stock, par value
$.01 per share........ 3,795,000 shares $12.00 $45,540,000 $13,434.30(3)
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(1) Includes 495,000 shares of Common Stock that the Underwriters have the
option to purchase to cover over-allotments, if any.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(o) under the Securities Act of 1933.
(3) Includes $9,363.30 previously paid.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS
REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH
SECTION 8(A) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID
SECTION 8(A), MAY DETERMINE.
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SIGNATURE
In accordance with Rule 478(a)(2) of the Securities Act of 1933, the
undersigned certifies that he is the agent for service of LogistiCare, Inc. and
that he has duly caused this Amendment No. 4 to the Registration Statement in
the City of New York, State of New York, on this 7th day of August, 1998.
/s/ John L. Shermyen
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John L. Shermyen
President and Chief Executive Officer
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INDEX TO EXHIBITS
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EXHIBIT
NUMBER DESCRIPTION PAGE
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1.1 Revised Form of Underwriting Agreement
3.1 Certificate of Incorporation of the Company (including all
amendments)
3.2 By-Laws of the Company
3.3 Restated Certificate of Incorporation of the Company, adopted
by the Company on June 10, 1998
3.4 Amended and Restated By-Laws of the Company, adopted by the
Company on June 10, 1998
4.1 Certificate of Designations, Preferences and Rights of Series A
Convertible Preferred Stock of the Company, dated June 6, 1997
5 Opinion of Proskauer Rose LLP re: validity of securities
9.1 Agreement between TGIS Partners, as nominee, and William B.
McLiverty, dated February 16, 1998
9.2 Agreement between TGIS Partners, as nominee, and Joseph Handy,
dated February 16, 1998
9.3 Agreement between TGIS Partners, as nominee, and Charles P.
Krokel, dated February 16, 1998
9.4 Agreement between TGIS Partners, as nominee, and Gregory
Weksel, dated February 16, 1998
9.5 Agreement between TGIS Partners, as nominee, and Leonard
Levine, dated February 16, 1998
9.6 Agreement between TGIS Partners, as nominee, and Bertrand H.
Weidberg, Esq., dated February 16, 1998
9.7 Agreement between TGIS Partners, as nominee, and Francis M.
Sassano, dated February 16, 1998
9.8 Agreement between TGIS Partners, as nominee, and David Weksel,
dated February 16, 1998
9.9 Agreement between TGIS Partners, as nominee, and Deanna Weksel,
dated February 16, 1998
9.10 Agreement between TGIS Partners, as nominee, and Leonor
Firstenberg, dated February 16, 1998
9.11 Voting Trust Agreement, between William Weksel and Lawrence
Slater, as Trustee, dated July 28, 1998.
10.1 Employment Agreement, dated July 14, 1998, between the Company
and John L. Shermyen
10.2 1995 Incentive Stock Option Plan of the Company (including all
amendments)
10.3 Agreement, dated June 20, 1996, between Automated Dispatch
Systems, Inc. and Health Trans, Inc.
10.4 Agreement, dated June 20, 1996, between Automated Dispatch
Systems, Inc. and Health Trans of South Florida, Inc.
10.5 Dispatch Services Agreement, dated June 20, 1996, between
Automated Dispatch Systems, Inc. and Comprehensive Paratransit
Services
10.6 Management and Advisory Agreement, dated June 20, 1996, between
Automated Dispatch Systems, Inc. and SEM, Inc.
10.7 Agreement, dated June 20, 1996, among Automated Dispatch
Systems, Inc. Comprehensive Paratransit Services and SEM, Inc.
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EXHIBIT
NUMBER DESCRIPTION PAGE
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10.8 Agreement, dated May 29, 1998, between the Company and the
Connecticut Department of Social Services
10.9 Contract, dated July 17, 1997, between the Company and the
Georgia Department of Administrative Services with respect to
the Central region of Georgia (including all amendments and
renewals)
10.10 Contract, dated July 17, 1997, between the Company and the
Georgia Department of Administrative Services with respect to
the East region of Georgia (including all amendments and
renewals)
10.11 Contract, dated July 17, 1997, between the Company and the
Georgia Department of Administrative Services with respect to
the Southwest region of Georgia (including all amendments and
renewals)
10.12 Lease Agreement, dated August 27, 1997, between the Company and
Principal Mutual Life Insurance Company (including all
amendments)
10.13 Lease Agreement, dated August 7, 1997, between the Company and
New World Partners Joint Venture
10.14 Lease Agreement, dated October 8, 1996, between the Company and
Gerald A. Chase
10.15 License Agreement between Automated Dispatch Systems, Inc. and
Automated Dispatch Services, Inc., dated January 1, 1995
10.16 License Agreement between Automated Dispatch Services, Inc. and
RadioSoft, Inc. dated April 26, 1994 (including all amendments)
10.17 Agreement between E.F Johnson and RadioSoft, Inc. dated March
3, 1995
10.18 1998 Stock Option Plan of the Company
10.19 Employment Agreement, dated July 14, 1998, between the Company
and Michael E. Weksel
10.20 Credit facility and related agreements with respect to
NationsBank N.A. line of credit
10.21 Employment Agreement, dated July 13, 1998, between the Company
and John M. Whitcomb
10.22 Employment Agreement, dated July 14, 1998, between the Company
and Gerald F. Souza
23.1* Consent of PricewaterhouseCoopers LLP
23.2 Consent of Proskauer Rose LLP (contained in opinion to be filed
as Exhibit 5)
24.1 Power of Attorney (set forth on page II-22)
27.1 Financial Data Schedule
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* Filed herewith
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EXHIBIT 23.1
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We hereby consent to the use in the Prospectus constituting part of this
Registration Statement on Form SB-2 of our report dated May 7, 1998, except as
to Notes 1, 7 and 10 which are as of June 11, 1998 relating to the financial
statements of LogistiCare, Inc., which appears in such Prospectus. We also
consent to the references to us under the headings "Experts" and "Selected
Financial Data" in such Prospectus. However, it should be noted that
PricewaterhouseCoopers LLP has not prepared or certified such "Selected
Financial Data."
PRICEWATERHOUSECOOPERS LLP
Ft. Lauderdale, FL
August 6, 1998
