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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 25, 1997
REGISTRATION NO. 333-23799
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 1
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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RAMSAY HEALTH CARE, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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DELAWARE 63-0857352 8063
(STATE OR OTHER (I.R.S. EMPLOYER (PRIMARY STANDARD
JURISDICTION IDENTIFICATION NO.) INDUSTRIAL
OF INCORPORATION OR CLASSIFICATION CODE
ORGANIZATION) NUMBER)
BERT G. CIBRAN
PRESIDENT
COLUMBUS CENTER COLUMBUS CENTER
ONE ALHAMBRA PLAZA ONE ALHAMBRA PLAZA
SUITE 750 SUITE 750
CORAL GABLES, FLORIDA 33134 CORAL GABLES, FLORIDA 33134
(305) 569-6993 (305) 569-6993
(ADDRESS, INCLUDING ZIP CODE, AND (NAME, ADDRESS, INCLUDING ZIP CODE,
TELEPHONE NUMBER, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF REGISTRANT'S INCLUDING AREA CODE, OF AGENT FOR
PRINCIPAL EXECUTIVE OFFICES) SERVICE)
COPIES TO:
BRADLEY P. COST, ESQ. JOHN A. SANDERS, ESQ.
HAYTHE & CURLEY RICHARD A. HEINLE, ESQ.
237 PARK AVENUE FOLEY & LARDNER
NEW YORK, NEW YORK 10017 SUITE 1800
111 NORTH ORANGE AVENUE
ORLANDO, FLORIDA 32802
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after the effective date of this Registration Statement, approval
by the stockholders of Ramsay Managed Care, Inc. of the Agreement and Plan of
Merger attached as Appendix A to the enclosed Joint Proxy Statement/Prospectus
and approval by the stockholders of Ramsay Health Care, Inc. of the issuance
of the number of shares of common stock, $.01 par value, of Ramsay Health
Care, Inc., and the number of shares of class B preferred stock, Series 1996,
$1.00 par value, of Ramsay Health Care, Inc., contemplated by such Agreement
and Plan of Merger.
If the securities being registered on this Form are being offered in
connection with the formation of a holding company and there is compliance
with General Instruction G, check the following box. [_]
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PROPOSED
PROPOSED MAXIMUM
TITLE OF EACH MAXIMUM AGGREGATE AMOUNT OF
CLASS OF SECURITIES AMOUNT TO BE OFFERING PRICE OFFERING REGISTRATION
TO BE REGISTERED(1) REGISTERED(1) PER UNIT(2) PRICE(2) FEE
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<S> <C> <C> <C> <C>
Common Stock ($.01 par
value)(3)............ 3,349,438 shares(4) $3.03 $10,148,799 $3,075.39(6)
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Warrants (to purchase
Common Stock)........ 213,333 warrants -- -- -- (7)
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Preferred Stock, Class
B, series 1996....... 100,000 shares -- $30,000(5) $9.09(6)
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(1) Based upon an assumed maximum number of shares that may be issued in the
Merger described herein. Such number is based upon the maximum number of
shares which, pursuant to the terms of the proposed Merger, may be issued
upon the Merger.
(2) Estimated solely for purposes of calculating the registration fee in
accordance with Rules 457(f)(1) and 457(f)(2) under the Securities Act of
1933, as amended, on the basis of the aggregate market value of the common
stock, $.01 par value, of Ramsay Managed Care, Inc. ("RMCI Common Stock"),
to be exchanged for the securities to be issued by the Registrant
calculated by multiplying the average of the bid and asked price per share
for the RMCI Common Stock on March 19, 1997 as reported on the OTC
Bulletin Board, times the maximum number of shares of common stock, $.01
par value, of the Registrant, issuable in the Merger plus the value of the
preferred stock, $.01 par value, of Ramsay Managed Care, Inc., to be
exchanged for the preferred stock, $1.00 par value, of the Registrant,
calculated in accordance with Rule 457(2).
(3) Includes one common share purchase right in respect of each share of
Common Stock, which rights will be issued pursuant to the Ramsay Health
Care, Inc. Stockholder Rights Plan.
(4) Consists of (i) 2,136,105 shares of Common Stock to be issued in the
Merger described herein in exchange for shares of RMCI Common Stock, (ii)
1,000,000 shares of Common Stock issuable upon the conversion of the
100,000 shares of class B preferred stock, series 1996, $1.00 par value,
of Ramsay Health Care, Inc. to be issued in the Merger described herein in
exchange for the preferred stock, series 1996, $.01 par value, of Ramsay
Managed Care, Inc. and (iii) 213,333 shares of Common Stock issuable upon
the exercise of warrants to purchase shares of Common Stock.
(5) Calculated in accordance with Rule 457(f)(2) under the Securities Act of
1933, as amended.
(6) A filing fee in the aggregate amount of $972.35 has heretofore been paid
by the Registrant in connection with the filing of its Schedule 14A and
preliminary proxy materials and a filing fee in the aggregate amount of
$998.07 has heretofore been paid by the Registrant in connection with the
filing of a Registration Statement on Form S-4.
(7) No value has been assigned to the Warrants in accordance with Rule
457(f)(2) under the Securities Act of 1933, as amended.
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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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
A list of Exhibits required to be filed as part of this Amendment No. 1 to
Registration Statement on Form S-4 is listed in the attached Index to Exhibits
and is incorporated herein by reference.
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INDEX TO EXHIBITS
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PAGE
NUMBER
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23.7 Consent of Ernst & Young LLP (see "Consent of Independent
Auditors" included in the Registration Statement)...............
23.8 Consent of Ernst & Young LLP (see "Consent of Independent
Certified Public Accountants Auditors" included in the
Registration Statement).........................................
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Copies of the exhibits filed with this Registration Statement on Form S-4 or
incorporated by reference herein do not accompany copies hereof for
distribution to stockholders of RHCI. RHCI will furnish a copy of any such
exhibits to any stockholder requesting the same.
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SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT
HAS DULY CAUSED THIS AMENDMENT NO. 1 TO THE REGISTRATION STATEMENT TO BE
SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE
CITY OF CORAL GABLES, STATE OF FLORIDA THE 25TH DAY OF MARCH, 1997.
Ramsay Health Care, Inc.
/s/ Bert G. Cibran
By: _________________________________
BERT G. CIBRAN
(PRESIDENT AND PRINCIPAL
EXECUTIVE OFFICER)
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS AMENDMENT
NO. 1 TO THE REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS
IN THE CAPACITIES AND ON THE DATES INDICATED.
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SIGNATURE TITLE DATE
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<S> <C> <C>
/s/ Bert G. Cibran
__________________________________________ President and Principal Dated: March 25, 1997
BERT G. CIBRAN Executive Officer
/s/ Carol C. Lang
__________________________________________ Principal Financial Officer Dated: March 25, 1997
CAROL C. LANG
/s/ Daniel A. Sims
__________________________________________ Principal Accounting Officer Dated: March 25, 1997
DANIEL A. SIMS
/s/ Paul J. Ramsay
__________________________________________ Chairman of the Board Dated: March 25, 1997
PAUL J. RAMSAY and Director
/s/ Luis E. Lamela
__________________________________________ Vice Chairman of the Board Dated: March 25, 1997
LUIS E. LAMELA and Director
/s/ Aaron Beam, Jr.
__________________________________________ Director Dated: March 25, 1997
AARON BEAM, JR.
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SIGNATURE TITLE DATE
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/s/ Peter J. Evans
__________________________________________ Director Dated: March 25, 1997
PETER J. EVANS
/s/ Thomas M. Haythe
__________________________________________ Director Dated: March 25, 1997
THOMAS M. HAYTHE
/s/ Steven J. Shulman
__________________________________________ Director Dated: March 25, 1997
STEVEN J. SHULMAN
/s/ Michael S. Siddle
__________________________________________ Director Dated: March 25, 1997
MICHAEL S. SIDDLE
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CONSENT OF INDEPENDENT AUDITORS
We hereby consent to the reference to our firm under the caption "Experts"
and to the use of our report dated October 8, 1996 with respect to the
financial statements of Ramsay Health Care, Inc. included in the Joint Proxy
Statement/Prospectus of Ramsay Health Care, Inc. and Ramsay Managed Care, Inc.
constituting part of this Registration Statement on Form S-4 of Ramsay Health
Care, Inc., for the registration of 3,349,438 shares of its common stock,
100,000 shares of its class B, series 1996 preferred stock, and 213,333
warrants to purchase shares of its common stock.
Ernst & Young LLP
New Orleans, Louisiana
March 24, 1997
II-5
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CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We consent to the reference to our firm under the caption "Experts" and to
the use of our report dated August 28, 1996 (except for Note 16 , as to which
the date is October 21, 1996) with respect to the financial statements of
Ramsay Managed Care, Inc. included in the Joint Proxy Statement/Prospectus of
Ramsay Health Care, Inc. and Ramsay Managed Care, Inc. constituting part of
this Registration Statement on Form S-4 of Ramsay Health Care, Inc. for the
registration of 3,349,438 shares of its common stock, 100,000 shares of its
class B, series 1996 preferred stock and 213,333 warrants to purchase shares
of its common stock.
Ernst & Young LLP
Orlando, Florida
March 20, 1997
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