<PAGE> 1
As filed with the Securities and Exchange Commission on July 1, 1998
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-4
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
--------------------------
PHYCOR, INC.
(Exact Name of Registrant as Specified in its Charter)
TENNESSEE 8099 62-1344801
(State or Other Jurisdiction of (Primary Standard Industrial (I.R.S. Employer
Incorporation or Organization) Classification Code Number) Identification
Number)
30 BURTON HILLS BLVD., SUITE 400
NASHVILLE, TENNESSEE 37215
(615) 665-9066
(Address, Including Zip Code, and Telephone Number
Including Area Code, of Registrant's Principal Executive Offices)
JOSEPH C. HUTTS
CHAIRMAN OF THE BOARD,
PRESIDENT AND CHIEF EXECUTIVE OFFICER
PHYCOR, INC.
30 BURTON HILLS BOULEVARD, SUITE 400
NASHVILLE, TENNESSEE 37215
(615) 665-9066
(Name, Address, Including Zip Code, and Telephone Number
Including Area Code, of Agent for Service)
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COPIES TO:
J. CHASE COLE, ESQ. SCOTT L. GELBAND, ESQ.
WALLER LANSDEN DORTCH & DAVIS, PERKINS COIE LLP
A PROFESSIONAL LIMITED LIABILITY COMPANY 1201 THIRD AVENUE
NASHVILLE CITY CENTER 40TH FLOOR
511 UNION STREET, SUITE 2100 SEATTLE, WASHINGTON 98101-3099
NASHVILLE, TENNESSEE 37219 (206) 583-8888
(615) 244-6380
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Approximate date of commencement of proposed sale to the public: As soon as
practicable after the effective date of this Registration Statement and the
effectiveness of the Merger described in the Prospectus.
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] 333-45017
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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. [ ]
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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Proposed Maximum
Title of Each Class of Amount to be Proposed Maximum Offering Aggregate Offering Amount of
Securities to be Registered Registered Price Per Share(2) Price(2) Registration Fee
- - - - -----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Shares of Common Stock,
no par value 2,549,000 Shares (1) Not Applicable $5,262,852 (1)
- - - - -----------------------------------------------------------------------------------------------------------------------------
Shares of Common Stock,
no par value 599,066 Shares Not Applicable $6,030,077 $226
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</TABLE>
(1) Previously registered under Registration Statement No. 333-45017.
Registration fee of $1,553 previously paid in conjunction therewith.
(2) Estimated solely for purposes of determining the amount of the
registration fee in accordance with Rule 457(f)(2) under the Securities
Act of 1933. Based upon the book value of the securities to be received
by the Registrant in exchange for the Common Stock registered.
-----------------------
THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE IN ACCORDANCE WITH
SECTION 8(A) OF THE SECURITIES ACT OF 1933.
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INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The information in the Registration Statement, including exhibits thereto,
filed by PhyCor, Inc. with the Securities and Exchange Commission (File No.
333-45017) pursuant to the Securities Act of 1933, as amended, is incorporated
by reference into this Registration Statement.
<PAGE> 3
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Nashville, State of
Tennessee, on June 30, 1998.
PHYCOR, INC.
By:/s/ Joseph C. Hutts
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Joseph C. Hutts
Chairman of the Board, President and
Chief Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints each of Joseph C. Hutts and John K. Crawford his
true and lawful attorney-in-fact and agent, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments to this Registration Statement, and
to file the same, with all exhibits thereto, and other documents in connection
therewith with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully and to all intents and purposes as each might or could do in
person hereby ratifying and confirming all that said attorneys-in-fact and
agents, or their substitute or substitutes, may lawfully do or cause to be done
by virtue hereof.
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.
<TABLE>
<CAPTION>
NAME TITLE DATE
- - - - ---- ----- ----
<S> <C> <C>
/s/ Joseph C. Hutts Chairman of the Board, President, Chief June 30, 1998
- - - - ------------------------------ Executive Officer (Principal Executive
Joseph C. Hutts Officer) and Director
/s/ John K. Crawford Chief Financial Officer (Principal June 30, 1998
- - - - ------------------------------ Financial and Accounting Officer)
John K. Crawford
Director June , 1998
- - - - ------------------------------
Ronald B. Ashworth
/s/ Sam A. Brooks, Jr. Director June 30, 1998
- - - - -----------------------------
Sam A. Brooks, Jr.
/s/ Thompson S. Dent Executive Vice President, Operations June 30, 1998
- - - - ------------------------------ and Director
Thompson S. Dent
/s/ Winfield Dunn Director June 30, 1998
- - - - ------------------------------
Winfield Dunn
Director June , 1998
- - - - ------------------------------
C. Sage Givens
/s/ Joseph A. Hill, M.D. Director June 30, 1998
- - - - ------------------------------
Joseph A. Hill, M.D.
/s/ Kay Coles James Director June 30, 1998
- - - - ------------------------------
Kay Coles James
</TABLE>
II-1
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<TABLE>
<S> <C> <C>
/s/ James A. Moncrief, M.D. Director June 30, 1998
- - - - ------------------------------
James A. Moncrief, M.D.
/s/ Derril W. Reeves Executive Vice President, Development June 30, 1998
- - - - ------------------------------ and Director
Derril W. Reeves
/s/ Richard D. Wright Executive Vice President, Corporate June 30, 1998
- - - - ------------------------------ Services and Director
Richard D. Wright
</TABLE>
II-2
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EXHIBIT INDEX
<TABLE>
EXHIBIT
NUMBER DESCRIPTION OF EXHIBITS
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<S> <C> <C>
5 -- Opinion of Waller Lansden Dortch & Davis, A Professional Limited
Liability Company
23.1 -- Consent of KPMG Peat Marwick LLP
23.2 -- Consent of KPMG Peat Marwick LLP
23.3 -- Consent of Waller Lansden Dortch & Davis, A Professional Limited
Liability Company (included in Exhibit 5)
23.4 Consent of Perkins Coie, LLP
23.5 -- Consent of BT Alex. Brown Incorporated
24 -- Power of Attorney (set forth on page II-1)
</TABLE>
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EXHIBIT 5
July 1, 1998
PhyCor, Inc.
30 Burton Hills Boulevard
Suite 400
Nashville, Tennessee 37215
Re: Registration Statement on Form S-4
Ladies and Gentlemen:
We have acted as counsel to PhyCor, Inc., a Tennessee corporation (the
"Company"), in connection with the merger of PhyCor/Health Merger Corp., a
Delaware corporation and wholly-owned subsidiary of the Company, with and into
CareWise, Inc. and the registration under the Securities Act of 1933, as
amended, of an aggregate of 598,958 shares of the Company's Common Stock, no par
value per share (the "Shares"), pursuant to a Registration Statement on Form S-4
(the "Registration Statement"). We have examined and relied upon such records,
documents and other instruments as in our judgment are necessary and appropriate
in order to express the opinions hereinafter set forth, and have assumed the
genuineness of all signatures, the authenticity of all documents submitted to us
as originals, and the conformity to original documents of all documents
submitted to us as certified or photostatic copies.
Based upon the foregoing, we are of the opinion that the Shares, when
issued and delivered in the manner and on the terms described in the
Registration Statement, will be duly authorized, validly issued, fully paid and
non-assessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and further consent to the reference to this firm under
the caption "Legal Matters" in the Prospectus.
Very truly yours,
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EXHIBIT 23.1
The Board of Directors
PhyCor, Inc.
We consent to the use of our report dated February 18, 1998 incorporated by
reference herein and to the reference to our firm under the heading "Experts"
and "Selected Consolidated Financial Data-PhyCor" in the registration statement
on Form S-4 of PhyCor, Inc.
KPMG PEAT MARWICK LLP
Nashville, Tennessee
July 1, 1998
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EXHIBIT 23.2
The Board of Directors
CareWise, Inc.
We consent to the use of our report included herein and to the reference to our
firm under the headings "Selected Financial Data - CareWise" and "Experts" in
the prospectus.
KPMG PEAT MARWICK LLP
Seattle, Washington
July 1, 1998
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EXHIBIT 23.4
[PERKINS COIE LLP Letterhead]
June 30, 1998
CareWise, Inc. PhyCor, Inc.
Suite 2600 Suite 400
701 Fifth Avenue 30 Burton Hills Boulevard
Seattle, WA 98104-7015 Nashville, TN 37219
ATTN: John E. Gebhart III, President and ATTN: Joseph C. Hutts, President and
Chief Executive Officer Chief Executive Officer
RE: TAX OPINION REGARDING MERGER OF PHYCOR/HEALTH
MERGER CORP. INTO CAREWISE, INC.
Ladies and Gentlemen:
We hereby consent to the reference to our firm under the captions
"SUMMARY - Material Federal Income Tax Consequences," "THE MERGER - Material
Federal Income Tax Consequences," and "LEGAL MATTERS," and to the use of our
opinion letter dated March 11, 1998, in the Registration Statement filed by
PhyCor, Inc. on Form S-4 pursuant to Rule 462(b) under the Securities Act of
1933, as amended. In giving such consent, we do not thereby admit that we are in
the category of persons whose consent is required under Section 7 of the
Securities Act.
Very truly yours,
PERKINS COIE LLP
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EXHIBIT 23.5
CONSENT OF BT ALEX. BROWN INCORPORATED
BT Alex. Brown Incorporated provided an opinion letter dated December 21,
1997 (the "Opinion") to the Board of Directors of CareWise, Inc. ("CareWise").
We hereby consent to the use of Annex B containing the Opinion in the Proxy
Statement/Prospectus constituting a part of the registration statement on Form
S-4 relating to the merger of a wholly owned subsidiary of PhyCor, Inc. with and
into CareWise and to the references to the BT Alex. Brown Incorporated name in
the Proxy Statement/Prospectus in connection with references to the Opinion. In
giving such consent, we do not thereby admit that we come within the category of
persons whose consent is required under Section 7 of the Securities Act of 1933
or the rules and regulations adopted by the Securities and Exchange Commission
thereunder nor do we admit that we are experts with respect to any part of such
Registration Statement within the meaning of the term "experts" as used in the
Securities Act of 1933, as amended, or the rules and regulations of the
Securities and Exchange Commission thereunder.
July 1, 1998
/s/ BT Alex. Brown
BT Alex. Brown Incorporated
By: /s/ BT Alex. Brown Incorporated
--------------------------------
Authorized Signatory
