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As filed with the Securities and Exchange Commission on August 17, 2000
Registration No. 333--
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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ACCREDO HEALTH, INCORPORATED
(Exact name of registrant as specified in its charter)
Delaware 62-1642871
(I.R.S. Employer
(State or other Identification No.)
jurisdiction of Number)
organization)
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1640 Century Center Park
Suite 101
Memphis, Tennessee 38134
(901) 385-3688
(Address, including zip code, and telephone number, including area
code, of registrant's principal executive offices)
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David D. Stevens
Chief Financial Officer
Accredo Health, Incorporated
1640 Century Center Parkway
Suite 101
Memphis, Tennessee 38134
(901) 385-3688
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
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Copies to:
Steven L. Pottle, Esq. John J. Egan III, P.C.
John B. Shannon, Esq. David A. Cifrino, P.C.
Alston & Bird LLP McDermott, Will & Emery
1201 West Peachtree Street 28 State Street
Atlanta, Georgia 30309-3424 Boston, Massachusetts 02109
(404) 881-7000 (617) 535-4000
Approximate date of commencement of proposed sale to the public: As soon as
practicable after the effective date of this Registration Statement.
If the securities being registered on this Form are being offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, 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. [X] 333-42386
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. [ ]
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CALCULATION OF REGISTRATION FEE
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Title of Each Class Proposed Maximum
of Aggregate Offering Amount of
Securities To Be Registered Price (1) Registration Fee
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Common Stock, par value $0.01 per share.... $15,755,000 $4,160
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(1) Estimated solely for the purpose of computing the amount of the
registration fee pursuant to Rule 457(o) under the Securities Act of 1933, as
amended.
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EXPLANATORY NOTE
This registration statement is being filed by Accredo Health,
Incorporated pursuant to Rule 462(b) under the Securities Act of 1933, as
amended, and includes the registration statement facing page, this page, the
signature page, an exhibit index, an opinion of counsel regarding the legality
of the registrant's common stock being offered hereby and a related consent, and
accountant consents. Pursuant to Rule 462(b), the contents of the registration
statement on Form S-3 (File No. 333-42386), as amended, of the registrant,
including the exhibits and the power of attorney thereto, are incorporated by
reference into this registration statement. This registration statement covers
the registration of an aggregate of $15,755,00 of common stock of the
registrant.
CERTIFICATION
The registrant hereby certifies to the Securities and Exchange
Commission that (i) it has instructed its bank to pay the SEC the filing fee set
forth on the cover page of this registration statement by a wire transfer of
such amount to the SEC's account at Mellon Bank as soon as practicable (but no
later than the close of business on August 18, 2000), (ii) it will not revoke
such instructions, (iii) it has sufficient funds in the relevant account to
cover the amount of such filing fee and (iv) it will confirm receipt of such
instructions by its bank during the bank's regular business hours no later than
August 18, 2000.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant has
duly caused this Registration Statement on Form S-3 to be signed on its behalf
by the undersigned, thereunto duly authorized, in the city of Memphis, State of
Tennessee, on August 17, 2000.
ACCREDO HEALTH, INCORPORATED
By: /s/ DAVID D. STEVENS
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David D. Stevens
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement on Form S-3 has been signed by the following persons in the capacities
indicated on August 17, 2000.
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SIGNATURE TITLE
/s/ DAVID D. STEVENS Chief Executive Officer and Chairman of the
--------------------------------------------- Board of Directors
David D. Stevens
* President and Director
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John R. Grow
/s/ JOEL R. KIMBROUGH Senior Vice President, Chief Financial
--------------------------------------------- Officer and Treasurer (Principal Financial
Joel R. Kimbrough and Accounting Officer)
* Senior Vice President and Director
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Kyle J. Callahan
* Director
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Patrick J. Welsh
* Director
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Andrew M. Paul
* Director
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Kenneth J. Melkus
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*
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Kenneth R. Masterson Director
*
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Kevin L. Roberg Director
*By:/s/ JOEL R. KIMBROUGH
---------------------------------------------
Joel R. Kimbrough
Attorney-in-Fact
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EXHIBIT INDEX
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<S> <C>
5.1 Opinion of Alston & Bird LLP regarding the validity of the common
stock.
23.1 Consent of Alston & Bird LLP (included in Exhibit 5.1)
23.2 Consent of Ernst & Young LLP
23.3 Consent of Ernst & Young LLP
24.1 Power of Attorney (filed as Exhibit 24.1 to the registration statement
on Form S-3 of the registrant (file no. 333-42386) and incorporated by
reference herein.
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