As filed with the Securities and Exchange Commission on December 15, 2000
Registration No. 333-51542
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Amendment No. 1 to
FORM S-1
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
PARTNERS IN CARE, CORP..
(Exact name of registrant as specified in its charter)
NEW JERSEY 621399 ###-##-####
(State or other jurisdiction (Primary Standard (I.R.S. employer
of incorporation or Industrial Classification Identification No.)
organization) Code No.)
100 FRANKLIN SQUARE DRIVE, SUITE 300
SOMERSET, NJ 08873
(732) 805-0400
(Address, including zip code, and telephone
number, including area code, of registrant's
principal executive offices)
--------------------
Dennis G. Wilson
President and Chief Executive Officer
Partners In Care, Corp.
100 Franklin Square Drive, Suite 300
Somerset, NJ 08873
(732) 805-0400
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
-----------------
Copies of all communications to:
W. Raymond Felton, Esq.
Greenbaum, Rowe, Smith, Ravin, Davis & Himmel, LLP
P.O Box 5600
Woodbridge, New Jersey 07095
(732) 549-5600
Approximate date of commencement of proposed sale to the public: As soon as
practicable after the effective date 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. [X]
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, 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(d)
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 delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [X]
This Amendment is filed solely for the purpose of adding the following to
the cover page of this registration statement:
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.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant duly caused this Amendment No. 1 to the Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in Somerset,
New Jersey on December 15, 2000.
PARTNERS IN CARE, CORP.
By: /s/ Dennis G. Wilson
--------------------------------
Dennis G. Wilson, President and
Chief Executive Officer
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.
Signatures Title(s) Date
---------- -------- ----
/s/ Bernard J. Kelly* Chairman of the Board December 15, 2000
............................
Bernard J. Kelley
/s/ Steven C. Goldberg, M.D.* Director December 15, 2000
............................
Steven C. Goldberg, M.D.
Director
............................
Frank J. Ryan
Director
............................
Mauro Tucci, M.D.
/s/ Robert E. Campbell* Director December 15, 2000
............................
Robert E. Campbell
Director
............................
Rev. Mgr. William Capik
/s/ John E. Mastuska * Director December 15, 2000
............................
John E. Mastuska
/s/ John J. Hoagland * Director December 15, 2000
............................
John J. Hoagland, Esq.
/s/ Louis Diemer, M.D * Director December 15, 2000
............................
Louis Diemer, M.D.
Director
............................
Steven Lenger, M.D.
Director
............................
Marc Malberg, M.D.
/s/ John J. Nevins, III, D.O.* Director December 15, 2000
............................
John J. Nevins, III, D.O.
/s/ Warren A. Sweberg, M.D.* Director December 15, 2000
............................
Warren A. Sweberg, M.D.
Director
............................
Roger Birnbaum
/s/ Dennis G. Wilson President and Chief December 15, 2000
............................ Executive Officer and
Dennis G. Wilson Director
/s/ Kevin S. O'Brien * Executive Vice President, December 15, 2000
........................... Chief Operating Officer
Kevin O'Brien
/s/ Bruce Dees Executive Vice President, December 15, 2000
........................... Business Development
Bruce Dees
* By: /s/ Dennis G. Wilson
------------------------
Dennis G. Wilson, as
attorney-in-fact
