As filed with the Securities and Exchange Commission on March 24, 1997
Registration No. 33-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
CHRONIMED INC.
(Exact name of registrant as specified in its charter)
MINNESOTA 41-1515691
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
13911 RIDGEDALE DRIVE
MINNETONKA, MINNESOTA 55305
(612) 541-0239
(Address, including zip code,
and telephone number, including area code,
of registrant's principal executive offices)
Maurice R. Taylor, II
President and Chief Executive Officer
13911 Ridgedale Drive
Minnetonka, Minnesota 55391
(612) 541-0239
(Name, address, including zip code, and
telephone number, including area code, of agent for service)
Approximate date of commencement of proposed sale to the public: As soon
as practicable after the effective date of this registration statement.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
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, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. [X]
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
=================================================================================================================
Title of Proposed Maximum Proposed Maximum Amount of
Securities to Amount to be Offering Price Aggregate Offering Registration
be Registered Registered per Share (2) Price (2) Fee (2)
=================================================================================================================
<S> <C> <C> <C> <C>
Common Stock, 68,065 $8.4375 $574,298.44 $198.03
$.01 par value Shares (1)
=================================================================================================================
</TABLE>
(1) Plus such additional shares of Common Stock which may be issued from
time to time pursuant to stock dividends, stock splits or other
recapitalizations.
(2) Estimated solely for the purpose of calculating the registration fee at
the average of the reported highest ($8-5/8) and lowest ($8-1/4) sale
prices on the National Association of Securities Dealers Automated
Quotation National Market System on March 19, 1997, in accordance with
Rule 457(c) under the Securities Act of 1933.
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.
Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor may
offers to buy be accepted prior to the time the registration statement becomes
effective. This prospectus shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of these securities
in any State in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such State.
SUBJECT TO COMPLETION, DATED MARCH 24, 1997
PROSPECTUS
68,065 SHARES
CHRONIMED INC.
COMMON STOCK
This Prospectus pertains to the offering of up to 68,065 shares of
Common Stock, $0.01 par value per share (the "Shares") of Chronimed Inc. (the
"Company"). The Shares may be offered and sold only by the shareholder named
herein ("Selling Shareholder"), at his sole discretion in varying amounts from
time to time at the then prevailing market prices on the NASDAQ National Market
System or in isolated transactions at negotiated prices. The Company will not
receive any proceeds from the sale of Shares by the Selling Shareholder.
Estimated offering expenses of $5,000 will be paid by the Company.
The Company's Common Stock is quoted on the NASDAQ National Market
System under the symbol CHMD. On March 19, 1997, the high and low sale prices
per share of the Common Stock reported on the NASDAQ National Market System were
$8-5/8 and $8-1/4, respectively.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
The date of this Prospectus is _____________, 1997.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith files reports, proxy statements and other information with
the Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements and other information filed by the Company may be inspected and
copied at the public reference facilities maintained by the Commission at Room
1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549, and at
the Commission's following regional offices: Chicago Regional Office, 500 West
Madison Street, Suite 500, Chicago, Illinois 60661, and New York Regional
Office, 7 World Trade Center, New York, New York 10048. Copies of such material
can be obtained from the Public Reference Section of the Commission at Judiciary
Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed rates. In
additon, the Commission maintains a web site (address http://www.sec.gov) on the
Internet that contains reports, proxy statements and other information for
companies like the Company which file electronically.
Additional information regarding the Company and the shares offered
hereby is contained in a Registration Statement on Form S-3 and the exhibits
thereto filed by the Company with the Commission under the Securities Act of
1933, as amended (the "Securities Act"). For further information pertaining to
the Company and the Shares of Common Stock, reference is made to the
Registration Statement and the exhibits thereto, which may be inspected without
charge at, and copies thereof may be obtained at prescribed rates from, the
office of the Commission at Judiciary Plaza, 450 Fifth Street N.W., Washington,
D.C. 20549.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The Company is subject to the information requirements of the Securities
Exchange Act of 1934, as amended ("Exchange Act"), and, in accordance therewith,
files reports and other information with the Securities and Exchange Commission
("Commission"). The following documents, which have been filed by the Company
with the Commission pursuant to the Exchange Act (File No. 0-19952), are
incorporated in this Prospectus by reference:
(a) The Company's Annual Report on Form 10-K for the year ended June
28, 1996;
(b) All other reports and documents filed by the Company under
Sections 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended
("Exchange Act") since the filing of the most recent Annual Report on Form
10-K; and
(c) The description of the Company's Common Stock contained in the
Company's Registration Statement on Form 8-A declared effective by the
Commission as of March 19, 1992.
All documents filed subsequently by the Company pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act and prior to the termination of
the offering of the Shares offered hereby shall be deemed to be incorporated by
reference into this Prospectus and to be a part of this Prospectus from the date
of filing of such documents. Any statement contained in a document incorporated
by reference herein shall be deemed to be modified or superseded for purposes of
this Prospectus to the extent that a statement contained herein or in any other
subsequently filed document which also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Prospectus.
The Company will provide a copy of any or all documents that have been
incorporated by reference herein but not delivered herewith (not including
exhibits to the information that is incorporated by reference herein unless such
exhibits are specifically incorporated by reference into the information that
this Prospectus incorporates), without charge to each person to whom this
Prospectus is delivered, upon written or oral request of such person to the
principal offices of Chronimed Inc., 13911 Ridgedale Drive, Suite 250,
Minnetonka, Minnesota 55305 (telephone number ((612) 541-0239).
SUSPENSION OF SHIPMENTS OF THE QUICK CHECK REAGENT STRIP
On March 17, 1997, the Company issued a press release announcing plans
for a suspension of shipments of the Quick Check Reagent Strip in the United
States. The Company estimates that on an annualized basis, the Quick Check
Reagent Strip contributes approximately $12 million in revenue and about $0.15
per share in earnings of the Company. The foregoing statements should be
considered forward looking and reflect management's current views of future
events and financial performance that involve a number of risks and
uncertainties. The factors that could cause actual results to differ include,
but are not limited to, delays and uncertainties concerning the regulation by
the Food and Drug Administration of the production and sale of the Quick Check
Reagent Strip product, and the contemplated restructuring of the relationship
between the Company and the supplier of such product.
SELLING SHAREHOLDER
The following table sets forth the number of shares of the Company's
Common Stock offered by the Selling Shareholder named in this Prospectus, and,
as of February 19, 1997, the number of shares beneficially owned prior to and
following completion of the offering (which is less than one percent of the
outstanding shares of Common Stock).
<TABLE>
<CAPTION>
Maximum
Shares Shares Offered Shares
Beneficially Owned Pursuant to this Beneficially Owned
Name Before Offering Prospectus After Offering
- ---- --------------- ---------- --------------
<S> <C> <C> <C>
Thomas L. Buckley 105,971 (1)(2) 68,065 37,906 (1)(2)
</TABLE>
- --------------
(1) Includes (i) options exercisable within 60 days after the date of this
Prospectus for the purchase of 36,000 shares of Common Stock at an exercise
price of $6.25 per share, expiring no later than February 18, 2000 and (ii)
options exercisable within 60 days after the date of this Prospectus for
the purchase of 1,200 shares of Common Stock at an exercise price of
$12.375 per share, expiring no later than 90 days after February 28, 1998.
(2) Excludes (i) options for the purchase of 9,000 shares, which first become
exercisable on February 18, 1998, at an exercise price of $6.25 per share,
expiring no later than February 18, 2000, (ii) options for the purchase of
1,200 shares, which first become exercisable on July 3, 1997, at an
exercise price of $12.375 per share, expiring no later than 90 days after
February 28, 1998 and (iii) up to a maximum aggregate of 131,935 shares of
Common Stock issuable to Mr. Buckley in August 1997 pursuant to an
Agreement and Plan of Reorganization dated August 14, 1995 among the
Company, Mr. Buckley and British American Medical, Inc.
Until August 1995, Mr. Buckley was a director, the president and sole
shareholder of British American Medical, Inc. ("BAMI"), a company which served
as a distributor of certain of the Company's products. Pursuant to an Agreement
and Plan of Reorganization dated August 14, 1995 (the "Purchase Agreement"),
among the Company, Mr. Buckley and BAMI, the Company purchased from Mr. Buckley
all of the outstanding capital stock of BAMI in exchange for up to 200,000
shares of Common Stock of the Company (the number of shares of Common Stock of
the Company issued in the exchange depends on the financial performance of BAMI
after the purchase). The 68,065 Shares offered by this Prospectus were issued
under the Purchase Agreement and are included in the maximum 200,000 shares
issuable to Mr. Buckley under the Purchase Agreement. At the time of the
purchase, the Company and Mr. Buckley also entered into a Non-Compete Agreement,
under which Mr. Buckley has agreed not to compete with the Company for three
years. On August 1, 1995, the Company and Mr. Buckley entered into a one-year
Employment Agreement, under which Mr. Buckley served as the Company's Director
Western Region and received compensation and benefits commensurate with that
position. On August 15, 1996, the Company and Mr. Buckley entered into a
Consulting Agreement, under which Mr. Buckley will provide certain consulting
services to the Company until February 28, 1998.
PLAN OF DISTRIBUTION
The Shares offered by the Selling Shareholder may be sold from time to
time by the Selling Shareholder, or by pledgees, donees, transferees or other
successors in interest of the Selling Shareholder, at his sole discretion. Such
sales may be made on the NASDAQ National Market System or otherwise at prices
and on terms then prevailing or at prices related to the then current market
price, or in negotiated transactions. The Shares offered by the Selling
Shareholder are not being underwritten.
In general, the Shares may be sold by one or more of the following
means: (a) a block trade in which the broker or dealer so engaged will attempt
to sell the securities as agent but may position and resell a portion of the
block as principal to facilitate the transaction; (b) purchases by a broker or
dealer as principal and resale by such broker or dealer for its account pursuant
to this Prospectus; (c) an exchange distribution in accordance with the rules of
such exchange (if the securities are then listed on an exchange); (d) ordinary
brokerage transactions and transactions in which the broker solicits purchasers;
or (e) other securities transactions. In effecting sales, brokers or dealers
engaged by the Selling Shareholder may arrange for other brokers or dealers to
participate. Brokers or dealers will receive commissions or discounts from the
Selling Shareholder in amounts to be negotiated immediately prior to the sale.
No commissions or other fees shall be payable by the Company to any broker or
dealer in connection with this offering. None of the Shares covered by this
Prospectus currently qualify for sale pursuant to Rule 144.
LEGAL MATTERS
Certain legal matters regarding the Common Stock offered pursuant to
this Prospectus will be passed upon by Gray, Plant, Mooty, Mooty & Bennett,
P.A., counsel to the Company. As of March 20, 1997, attorneys in the law firm of
Gray, Plant, Mooty, Mooty & Bennett, P.A. beneficially owned an aggregate of
approximately 23,400 shares of Common Stock of the Company, and held investment
authority for an additional 30,097 shares of Common Stock of the Company.
EXPERTS
The consolidated financial statements of Chronimed Inc. appearing in
Chronimed Inc.'s Annual Report (Form 10-K) for the year ended June 28, 1996 have
been audited by Ernst & Young LLP, independent auditors, as set forth in their
report thereon included therein and incorporated herein by reference. Such
consolidated financial statements are incorporated herein by reference in
reliance upon such report given upon the authority of such firm as experts in
accounting and auditing.
PART II. INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
The following table sets forth the various expenses of the Company in
connection with the sale and distribution of the Common Stock being registered.
All of the amounts shown are estimates, except for the Securities and Exchange
Commission registration fee and the NASD fee.
Securities and Exchange Commission fee $198
NASD fee 557
Accounting fees and expenses 1,000
Legal fees and expenses 2,500
Miscellaneous 745
---
TOTAL $5,000
======
Item 15. Indemnification of Directors and Officers
Minnesota Statutes, Section 302A.521 provides that a Minnesota business
corporation may indemnify any director, officer, employee or other
representative of the corporation made or threatened to be made a party to a
proceeding, by reason of the former or present official capacity (as defined) of
the person, against judgments, penalties, fines, settlements and reasonable
expenses incurred by the person in connection with the proceeding if certain
statutory standards are met. "Proceeding" means a threatened, pending or
completed civil, criminal, administrative, arbitration or investigative
proceeding, including one by or in the right of the corporation. Section
302A.521 contains detailed terms regarding such right of indemnification and
reference is made thereto for a complete statement of such indemnification
rights.
In addition, Article VII of the Company's Articles of Incorporation
eliminates certain personal liability of the directors of the Company for
monetary damages for certain breaches of directors' fiduciary duties as
permitted by Minnesota Statutes, Section 302A.251. Indemnification Agreements
between the Company and each of its directors and officers provide for
indemnification to the fullest extent allowed under Minnesota law.
Item 16. Exhibits
Exhibit No. Description
- ----------- -----------
4.1 Specimen Form of Common Stock Certificate*
5.1 Opinion of Gray, Plant, Mooty, Mooty & Bennett, P.A.
23.1 Consent of Ernst & Young LLP
23.2 Consent of Gray, Plant, Mooty, Mooty & Bennett, P.A. (contained in
Exhibit 5.1 of this Registration Statement).
24.1 Powers of Attorney (included on the signature page of this
Registration Statement).
- --------------------
* Incorporated by reference to the Company's Registration Statement
filed on Form S-1 (Reg. No. 33-45644).
Item 17. Undertakings
Paragraph designations correspond to designations in Regulation S-K,
Item 512.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales
are being made, a post-effective amendment to this
registration statement:
(i) To include any prospectus required by
Section 10(a)(5) of the Securities Act of
1933;
(ii) To reflect in the prospectus any facts or
events arising after the effective date of
the registration statement (or the most
recent post-effective amendment thereof)
which, individually or in the aggregate,
represent a fundamental change in the
information set forth in the registration
statement;
(iii) To include any material information with
respect to the plan of distribution not
previously disclosed in the registration
statement or any material change to such
information in the registration statement;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii)
shall not apply if the information required to be included in
a post-effective amendment by those paragraphs is contained in
periodic reports filed by the registrant pursuant to Section
13 or Section 15(d) of the Securities Exchange Act of 1934
that are incorporated by reference in the registration
statement.
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, each such
post-effective amendment shall be deemed to be a new
registration statement relating to the securities
offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona
fide offering thereof;
(3) To remove from registration by means of a
post-effective amendment any of the securities being
registered which remain unsold at the termination of
the offering.
(b) The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act
of 1933, each filing of the registrant's annual report
pursuant to section 13(a) or section 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section
15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in the registration statement shall
be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona
fide offering thereof.
(h) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers
and controlling persons of the registrant pursuant to the
foregoing provisions, or otherwise, the registrant has been
advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such
liabilities (other than the payment by the registrant of
expenses incurred or paid by a director, officer, or
controlling person of the registrant in the successful defense
of any such action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the
securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it
is against public policy as expressed in the Act and will be
governed by the final adjudication of such issues.
(i) The undersigned registrant hereby undertakes that:
(1) For purposes of determining any liability under the
Securities Act of 1933, the information omitted from
the form of prospectus filed as part of this
Registration Statement in reliance upon Rule 430A and
contained in a form of prospectus filed by the
registrant pursuit to Rule 424(b)(1) or (4) or 497(h)
under the Securities Act shall be deemed to be part
of this Registration Statement as of the time it was
declared effective.
(2) For the purpose of determining any liability under
the Securities Act of 1933, each post-effective
amendment that contains a form of prospectus shall be
deemed to be a new registration statement relating to
the securities offered therein, and the offering of
such securities at that time shall be deemed to be
the initial bona fide offering thereof.
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-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Minneapolis, State of Minnesota, on the 21st day of
March, 1997.
CHRONIMED INC.
By /s/ Maurice R. Taylor, II
-------------------------
Maurice R. Taylor, II
President and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Maurice R. Taylor, II and Norman A.
Cocke, and each or either one of them, his true and lawful attorney-in-fact and
agent, each acting alone, with full powers of substitution and resubstitution,
for him and in his name, place, and stead, in any and all capacities, to sign
any or all amendments (including post-effective amendments) and supplements 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, each acting alone,
full power and authority to do and perform each and every act and thing
requisite or necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, each acting alone, or his
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 below by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Capacity Date
--------- -------- ----
<S> <C> <C>
/s/ Maurice R. Taylor, II President, Chief Executive March 21, 1997
Maurice R. Taylor, II Officer (Principal Executive
Officer) and Chairman
/s/ Norman A. Cocke Senior Vice President and March 21, 1997
Norman A. Cocke Treasurer (Principal Financial
and Accounting Officer)
/s/ Henry F. Blissenbach Director March 21, 1997
Henry F. Blissenbach, Pharm.D.
/s/ John Howell Bullion Director March 21, 1997
John Howell Bullion
/s/ Donnell D. Etzwiler Director March 21, 1997
Donnell D. Etzwiler, M.D.
/s/ Charles V. Owens, Jr. Director March 21, 1997
Charles V. Owens, Jr.
/s/ Lawrence C. Weaver Director March 21, 1997
Lawrence C. Weaver, Ph.D.
</TABLE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit No. Description Page
- ----------- ----------- ----
<S> <C> <C>
4.1 Specimen Form of Common Stock Certificate* --
5.1 Opinion of Gray, Plant, Mooty, Mooty & Bennett, P.A. 14
23.1 Consent of Ernst & Young LLP 15
23.2 Consent of Gray, Plant, Mooty, Mooty & Bennett, P.A. (contained in --
Exhibit 5.1 of this Registration Statement).
24.1 Powers of Attorney (included on the signature page of this --
Registration Statement).
- --------------------
* Incorporated by reference to the Company's Registration Statement filed
on Form S-1 (Reg. No. 33-45644).
</TABLE>
[letterhead]
BRUCE B. MCPHEETERS
612 343-2866
March 21, 1997
Securities and Exchange Commission EXHIBIT 5.1
450 Fifth Street N.W.
Washington, DC 20549
Re: Chronimed Inc.
Selling Shareholder Registration Statement on Form S-8
Dear Sir/Madam:
We are counsel for Chronimed Inc. (the "Company") in connection with a
Registration Statement on Form S-3 for the registration of 68,065 shares of
common stock of the Company, $.01 par value per share ("Common Stock"), held by
the selling shareholder named therein.
In rendering the opinion hereinafter expressed, we have examined such
records and documents of the Company and such other documents and records and
made such factual investigation as we deemed necessary. From such examination we
are of the opinion that:
The 68,065 shares of Common Stock identified in the registration
statement are duly and validly authorized and issued and fully paid and
nonassessable.
We hereby consent to the use of this opinion as an exhibit to such
registration statement and to the reference to our name therein.
Very truly yours,
GRAY, PLANT, MOOTY, MOOTY &
BENNETT, P.A.
By /s/ Bruce B. McPheeters
Bruce B. McPheeters
Exhibit 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Form S-3) and related Prospectus of Chronimed, Inc. for
the registration of 68.065 shares of its common stock and to the incorporation
by reference therein of our report dated August 2, 1996, with respect to the
consolidated financial statements and schedule of Chronimed Inc. for the three
years ended June 28, 1996, included in its Annual Report (Form 10-K) filed with
the Securities an Exchange Commission.
/s/ Ernst & Young LLP
Minneapolis, Minnesota
March 19, 1997
