SEC File No. 333-______
As Filed With The Securities And Exchange Commission on July 30, 1997
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-2
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
HANGER ORTHOPEDIC GROUP, INC.
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(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE
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(STATE OR OTHER JURISDICTION OF INCORPORATION OR ORGANIZATION)
84-0904275
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(I.R.S. EMPLOYER IDENTIFICATION NUMBER)
7700 OLD GEORGETOWN ROAD
BETHESDA, MD 20814
(301) 986-0701
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(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA
CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
IVAN R. SABEL
CHAIRMAN OF THE BOARD, PRESIDENT AND
CHIEF EXECUTIVE OFFICER
HANGER ORTHOPEDIC GROUP, INC.
7700 OLD GEORGETOWN ROAD
BETHESDA, MD 20814
(301) 986-0701
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(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENT FOR SERVICE)
PLEASE SEND COPIES OF COMMUNICATIONS TO:
ARTHUR H. BILL, ESQ. MICHAEL J. SILVER, ESQ.
FREEDMAN, LEVY, KROLL & SIMONDS HOGAN & HARTSON, L.L.P.
1050 CONNECTICUT AVE., N.W. 111 SOUTH CALVERT STREET
WASHINGTON, D.C. 20036 BALTIMORE, MD 21202
<PAGE>
Approximate date of commencement of proposed sale to the public: As soon 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 the Registrant elects to deliver its latest annual report to security
holders, or a complete and legible facsimile thereof, pursuant to Item
11(a)(1) of this form, 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. [X] 333-30193
---------
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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<TABLE>
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of Maximum Maximum
Shares Offering Aggregate Amount of
to be Amount to be Price Offering Registration
Registered Registered Per Share (1) Price (1) Fee
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<S> <C> <C> <C> <C>
Common Stock,
par value
$.01 per share 575,000 shares(2) $10.875 $6,253,125.00 $1,894.89
============================================================================================
<FN>
(1) Estimated in accordance with Rule 457(c) under the Securities Act of 1933
solely for the purpose of determining the registration fee and based on
the average of the high and low prices of the Common Stock on the
American Stock Exchange on July 23, 1997.
(2) Includes 75,000 shares issuable upon exercise of the Underwriters'
over-allotment option.
</FN>
</TABLE>
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<PAGE>
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STATEMENT PURSUANT TO RULE 462(B)
The contents of the Registrant Statement on Form S-2 (File No. 333-30193)
are incorporated by reference into, and shall be part of, this Registration
Statement.
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INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The information in the Registration Statement on Form S-2 filed by Hanger
Orthopedic Group, Inc. with the Securities and Exchange Commission
(Registration No. 333-30193) pursuant to the Securities Act of 1933 is
incorporated by reference into this Registration Statement.
-3-
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 16. EXHIBITS.
All exhibits filed with or incorporated by reference in Form S-2
Registration Statement No. 333-30193 are incorporated by reference into,
and shall be deemed part of, this Registration Statement, except the
following which are filed herewith or incorporated by reference herein:
5.1 - Opinion of Freedman, Levy, Kroll & Simonds (filed herewith)
23.1 - Consent of Coopers & Lybrand L.L.P. (filed herewith)
23.2 - Consent of Windham Brannon, P.C. (filed herewith)
II-1
<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-2 and has duly caused this
Registration Statement or amendment thereto to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Bethesda, State of
Maryland, on this 30th day of July, 1997.
HANGER ORTHOPEDIC GROUP, INC.
(Registrant)
By: /s/IVAN R. SABEL
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Ivan R. Sabel
Chairman of the Board, President
and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement or amendment thereto has been signed below by the
following persons in the capacities and on the dates indicated:
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/IVAN R. SABEL Chairman of the Board, July 30, 1997
------------------------- Chief Executive Officer
Ivan R. Sabel and Director (Principal
Executive Officer)
/s/RICHARD A. STEIN Vice President-Finance, July 30, 1997
------------------------- Treasurer and Secretary
Richard A. Stein (Principal Financial
and Accounting Officer)
/s/MITCHELL J. BLUTT Director July 30, 1997
-------------------------
Mitchell J. Blutt, M.D.
/s/EDMOND E. CHARRETTE Director July 30, 1997
-------------------------
Edmond E. Charrette, M.D.
/s/THOMAS P. COOPER Director July 30, 1997
-------------------------
Thomas P. Cooper, M.D.
II-2
<PAGE>
/s/ROBERT J. GLASER Director July 30, 1997
-------------------------
Robert J. Glaser, M.D.
--------------------------- Director ______________
James G. Hellmuth
/s/WILLIAM L. MCCULLOCH Director July 30, 1997
---------------------------
William L. McCulloch
/s/DANIEL A. MCKEEVER Director July 30, 1997
---------------------------
Daniel A. McKeever
/s/H.E. THRANHARDT Director July 30, 1997\
---------------------------
H.E. Thranhardt
</TABLE>
II-3
EXHIBIT 5.1
Law Offices
Freedman, Levy, Kroll & Simonds
Washington Square, 1050 Connecticut Ave., N.W.
Washington, D.C. 20036-5366
(202) 457-5100
Cable "Attorneys"
Telecopier: 202-457-5151
July 30, 1997
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Hanger Orthopedic Group, Inc.
Registration Statement on Form S-2
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Gentlemen:
We are counsel to Hanger Orthopedic Group, Inc. (the "Company") and have
represented the Company in connection with the Registration Statement on Form
S-2 being filed by it today with the Commission (together with all exhibits
thereto, the "Registration Statement"). The Registration Statement relates to
an underwritten public offering by the Company of up to 5,750,000 shares of
the Company's common stock, par value of $.01 per share, (the "Shares") to be
made through a group of underwriters represented by Alex. Brown & Sons
Incorporated, Montgomery Securities and Legg Mason Wood Walker Inc. Such
amount includes 750,000 Shares underlying an over-allotment option granted to
the underwriters.
This opinion is being delivered to the Commission as Exhibit 5.1 to the
Registration Statement to cover the additional 575,000 shares being registered
pursuant to this July 30, 1997 filing.
We have examined (1) the Articles of Incorporation, and all amendments
thereto, certified by the Secretary of State of the State of Delaware, (2) the
By-Laws of the Company, certified by the Secretary of the Company as being
those currently in effect, (3) the Registration Statement, and (4) such other
corporate records, certificates, documents and other instruments as in our
opinion are necessary or appropriate in connection with expressing the
opinions set forth below.
<PAGE>
Based upon the foregoing, it is our opinion that:
1. The Company is a corporation duly organized and validly existing
under the laws of the State of Delaware.
2. When the Shares shall have been paid for and issued in accordance
with the terms of the Underwriting Agreement and as provided in the
Registration Statement, the Shares thus sold will be legally issued,
fully paid and non-assessable.
This firm hereby consents to the reference to it under the heading "Legal
Matters" appearing in the Prospectus which is part of the Registration
Statement.
Sincerely,
FREEDMAN, LEVY, KROLL & SIMONDS
2
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the inclusion in this Registration Statement on Form S-2 of
(i) our report, dated March 21, 1997, except as to the information presented
in the third paragraph of Note D, for which the date is March 27, 1997, on our
audits of the consolidated financial statements of Hanger Orthopedic Group,
Inc. and subsidiaries as of December 31, 1995 and 1996, and for the years
ended December 31, 1994, 1995 and 1996; (ii) our report, dated April 18, 1997,
on our audits of the financial statements of ACOR Orthopaedic, Inc. - Retail
Division as of December 31, 1995 and 1996, and for the years then ended; and
(iii) our report, dated June 12, 1997, on our audits of the combined financial
statements of Ft. Walton Orthopedic Inc. and Mobile Limb and Brace Inc. as of
December 31, 1995 and 1996, and for the years then ended. We also consent to
the reference to our firm under the caption "Experts."
COOPERS & LYBRAND L.L.P.
Philadelphia, Pennsylvania
July 30, 1997
EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the inclusion in this Registration Statement on Form S-2 of
our report, dated February 23, 1996, on our audits of the consolidated
financial statements of J.E. Hanger, Inc. of Georgia, as of December 31, 1994
and 1995, and for the years ended December 31, 1993, 1994 and 1995. We also
consent to the reference to our firm under the caption "Experts."
WINDHAM BRANNON, P.C.
Atlanta, Georgia
July 30, 1997
