<PAGE>
As filed with the Securities and Exchange Commission on December 9, 1996
Registration No. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-4
REGISTRATION STATEMENT
ON
FORM S-3
Under
THE SECURITIES ACT OF 1933
---------------
IBAH, INC.
(Exact name of registrant as specified in charter)
Delaware 52-1670189
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
Four Valley Square
512 Township Line Road
Blue Bell, PA 19422
(215) 283-0770
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
GERALDINE A. HENWOOD
Chief Executive Officer
IBAH, Inc.
Four Valley Square
512 Township Line Road
Blue Bell, PA 19422
(215) 283-0770
(Name, address, including zip code, and telephone number, including
area code, of agent for service)
---------------
Copy of all communications to:
THOMAS J. SHARBAUGH JANE HOLLINGSWORTH
Morgan, Lewis & Bockius LLP General Counsel
2000 One Logan Square IBAH, Inc.
Philadelphia, PA 19103 Four Valley Square
(215) 963-5000 512 Township Line Road
Blue Bell, PA 19422
(215) 283-0770
================================================================================
<PAGE>
This Post-Effective Amendment No. 1 on Form S-3 (the "Amendment") amends and
supplements the registration statement on Form S-4 filed by Affinity Biotech,
Inc. ("Affinity") with the Securities and Exchange Commission (the "Commission")
on January 20, 1994 (File No. 33-74274), as amended. This Amendment relates to
684,490 shares of common stock, $.01 par value per share (the "Common Stock"),
of IBAH, Inc., a Delaware corporation ("IBAH" or the "Company"), which are owned
by the selling stockholders listed in the Prospectus included herein under the
caption "Selling Stockholders" (collectively, the "Selling Stockholders"). The
Shares include 684,490 shares of Common Stock which were issued or are issuable
upon the exercise of warrants (the "Warrants") owned by the Selling
Stockholders, which Warrants were acquired by the Selling Stockholders in
connection with the merger of Bio-Pharm Clinical Services, Inc. and Affinity on
April 27, 1994.
<PAGE>
PROSPECTUS
684,490 Shares
IBAH, Inc.
Common Stock
----------
The shares offered hereby (the "Shares") consist of 684,490 shares of
common stock, $.01 par value per share (the "Common Stock"), of IBAH, Inc., a
Delaware corporation ("IBAH" or the "Company"), which are owned by the selling
stockholders listed herein under "Selling Stockholders" (collectively, the
"Selling Stockholders"). The Shares may be offered from time to time by the
Selling Stockholders. All expenses of registration incurred in connection
herewith are being borne by the Company, but all selling and other expenses
incurred by a Selling Stockholder will be borne by that Selling Stockholder.
The Company will not receive any of the proceeds from the sale of the Shares by
the Selling Stockholders.
The Selling Stockholders have not advised the Company of any specific plans
for the distribution of the Shares covered by this Prospectus, but it is
anticipated that the Shares will be sold from time to time primarily in
transactions (which may include block transactions) on the Nasdaq National
Market of The Nasdaq Stock Market, Inc. (the "Nasdaq National Market") at the
market price then prevailing, although sales may also be made in negotiated
transactions or otherwise. The Selling Stockholders may effect such transactions
by selling the Shares to or through broker-dealers and such broker-dealers may
receive compensation in the form of discounts, concessions or commissions from
the Selling Stockholders or the purchasers of the Shares from whom such broker-
dealers may act as agent or to whom they sell as principal or both (which
compensation to a particular broker-dealer might be in excess of customary
commissions). The Selling Stockholders and the brokers and dealers through whom
sale of the Shares may be made may be deemed to be "underwriters" within the
meaning of the Securities Act of 1933, as amended (the "Securities Act"), and
their commissions or discounts and other compensation may be regarded as
underwriters' compensation. See "Plan of Distribution."
The Company's Common Stock is traded on the Nasdaq National Market under
the symbol "IBAH." On December 5, 1996, the last reported closing price of the
Common Stock was $6.375 per share.
----------
FOR A DISCUSSION OF CERTAIN RISK FACTORS WHICH SHOULD BE CONSIDERED BY
POTENTIAL INVESTORS, SEE "RISK FACTORS" BEGINNING ON PAGE 4.
----------
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 _________________, 1996.
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the reporting 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 can be inspected and
copied at the public reference facilities of the Commission, Judiciary Plaza,
450 Fifth Street, N.W., Washington, D.C. 20549, as well as the following
regional offices of the Commission: Seven World Trade Center, 13th Floor, New
York, New York 10048; and Citicorp Center, 500 West Madison Street, Suite 1400,
Chicago, Illinois 60661. Copies of such material can be obtained from the
Commission by mail at prescribed rates. Requests should be directed to the
Commission's Public Reference Branch, Judiciary Plaza, 450 Fifth Street, N.W.,
Washington, D.C. 20549. Such material also may be accessed electronically by
means of the Commission's home page on the Internet (http://www.sec.gov). In
addition, such reports, proxy statements and other information concerning the
Company can be inspected at the National Association of Securities Dealers,
Inc., 1735 K Street, N.W., Washington, D.C. 20006.
This Prospectus constitutes a part of a Registration Statement on Form S-3
(herein, together with all exhibits thereto, referred to as the "Registration
Statement") filed by the Company with the Commission under the Securities Act,
with respect to the securities offered hereby. This Prospectus does not contain
all the information set forth in the Registration Statement, certain parts of
which are omitted in accordance with the rules and regulations of the
Commission. Reference is hereby made to the Registration Statement and to the
exhibits thereto for further information with respect to the Company and the
securities offered hereby. Copies of the Registration Statement and the
exhibits thereto are on file at the offices of the Commission and may be
obtained upon payment of the prescribed fee or may be examined without charge at
the public reference facilities of the Commission described above. Statements
contained herein concerning the provisions of documents are necessarily
summaries of such documents, and each statement is qualified in its entirety by
reference to the copy of the applicable document filed with the Commission.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents or portions of documents filed by the Company (File
No. 0-19892) with the Commission are incorporated by reference into this
Prospectus:
(a) Annual Report on Form 10-K for the year ended December 31, 1995.
(b) Quarterly Reports on Form 10-Q for the quarters ended March 31, 1996,
June 30, 1996 and September 30, 1996.
(c) Current Report on Form 8-K/A-1 dated October 1, 1996.
(d) The description of the Company's Common Stock which is contained in the
Company's Registration Statement on Form 8-A filed under the Exchange Act,
including any amendment or reports filed for the purpose of updating such
description.
All reports and other documents subsequently filed by the Company pursuant
to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the filing
of a post-effective amendment which indicates that all securities offered hereby
have been sold or which deregisters all securities remaining unsold, shall be
deemed to be incorporated by reference in this Prospectus and to be a part
hereof from the date of the filing of such reports or documents. Any statement
contained in a document, all or a portion of which is incorporated by reference
herein, shall be deemed to be modified or superseded for purposes of this
Prospectus to the extent that a statement contained or incorporated by reference
herein modifies or supersedes such statement. Any statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Prospectus.
2
<PAGE>
The Company will provide without charge to each person to whom this
Prospectus is delivered a copy of any or all of such documents which are
incorporated herein by reference (other than exhibits to such documents unless
such exhibits are specifically incorporated by reference into the documents that
this Prospectus incorporates). Written or oral requests for copies should be
directed to Leonard F. Stigliano, Chief Financial Officer, IBAH, Inc., Four
Valley Square, 512 Township Line Road, Blue Bell, PA 19422, (215) 283-0770.
THE COMPANY
The Company is a worldwide leader in providing comprehensive clinical
research and development services to complement the research and development
activities of client companies in the pharmaceutical, biotechnology, medical
device and diagnostics industries. All of the Company's services are designed
to help client companies accelerate products from discovery through development
and commercialization more efficiently and cost-effectively. The Company
provides its array of services through three primary operating divisions, Bio-
Pharm Clinical Services Division, with operations in the United States, Europe
and Australia, and Bio-Pharm Pharmaceutics Services Division and Resource
Biometrics Division with operations in the United States.
Bio-Pharm Clinical Services Division ("Clinical Services"), the core
business of the Company, is a full- service international clinical research
organization ("CRO") that began operations in 1985. This division's primary
services are designing pharmaceutical product development programs, managing
pre-clinical studies, designing and conducting clinical trials, clinical data
management and biostatistical analysis, writing reports of study findings,
health economics analysis and preparing regulatory dossier filings for market
approval of client products. The division has a worldwide staff of
approximately 610 employees with operations in the United States, Australia,
Belgium, Canada, the Czech Republic, Denmark, Finland, France, Germany, the
Netherlands, Spain, Switzerland and the United Kingdom. This division also
operates an office in Russia through a joint venture with a Russian company.
Bio-Pharm Pharmaceutics Services Division ("Pharmaceutics Services")
provides traditional product formulation services, process development,
manufacture of clinical supplies and placebos, pilot plant manufacturing and
clinical trials supplies packaging, offering clients the opportunity to avoid
disruption in large-scale manufacturing by outsourcing relatively small-scale
manufacturing of clinical supplies. This division's services also include
analytical testing, shelf life stability, process validation and analysis of
other chemical and physical properties required in filing for marketing approval
of drugs. The division has approximately 50 employees. Pharmaceutics Services
commenced business in October 1993 and operates from a 20,000 square foot "Good
Manufacturing Practice" ("GMP") manufacturing facility with full pilot plant
capabilities located in suburban Philadelphia.
On April 19, 1996, the Company completed a public offering of 3,000,000
shares of Common Stock in which the Company raised approximately $18 million in
net proceeds. The shares were sold to selected institutional investors.
Resource Biometrics, Inc. ("RBI") was acquired by the Company on July 18,
1996. RBI provides software products and data services to the pharmaceutical,
biotechnology and medical device industries. RBI's software tools are used to
increase the efficiency of data cleanup, database consolidation, data analysis
and reporting. RBI has a staff of 25 employees and operates from an office in
San Francisco, California.
HGB, Inc. ("HGB"), which did business as "The Hardardt Group," was acquired
by the Company on October 1, 1996. HGB, which now operates as a part of the
Bio-Pharm Clinical Services Division, specialized in clinical trial management
of drug development trials for the pharmaceutical, biotechnology, medical device
and diagnostics industries.
The mailing address of the Company's principal executive office is Four
Valley Square, 512 Township Line Road, Blue Bell, Pennsylvania 19422, and its
telephone number is (215) 283-0770.
3
<PAGE>
RISK FACTORS
In addition to the other information appearing elsewhere or incorporated by
reference in this Prospectus, prospective investors should consider the
following factors in evaluating the Company and its business before purchasing
any of the Common Stock offered hereby.
Loss of Clinical Research Contracts. The Company's clients generally have
the right to terminate a clinical research contract, potentially causing periods
of excess capacity and reductions in service revenues and net income. Contracts
may be terminated for various reasons, including unexpected or undesired
results, inadequate patient enrollment or investigator recruitment, production
problems resulting in shortages of the drug being studied, adverse patient
reactions to the drug, or the client's decision to de-emphasize a particular
trial. In most instances, if a contract is terminated, the Company is entitled
to receive revenues earned to date plus a termination fee. Generally, the
termination of any one contract would not have a material adverse impact on the
Company, although such a termination may cause unusual variability in the
Company's financial results which may, in turn, result in a decline in the
market price for the Company's Common Stock. In addition, the loss of a large
contract or the simultaneous loss of multiple contracts could have a material
adverse impact on the Company's profitability and/or stock price because of
possible unplanned periods of excess capacity which could adversely affect the
Company's backlog or future revenues.
Dependence on Certain Industries and Clients. The Company provides
services primarily to the pharmaceutical and biotechnology industries.
Accordingly, the Company's revenues are substantially dependent on these
industries' expenditures on research and development. Although these
expenditures are large, the number of potential CRO clients is relatively
limited, and it is not uncommon for a CRO to derive over 10% of its revenues
from a single company. Five of the Company's clients accounted for 10% or more
of its revenues in 1993, 1994 and 1995. In 1995, two clients accounted for 10.2%
and 14.9%, respectively; in 1994, three clients accounted for 10.4%, 13.1% and
14.7%, respectively; and in 1993, four clients accounted for 12.4%, 14.9%, 16.5%
and 17.7%, respectively. Additionally, the Company's operations could be
materially and adversely affected by, among other factors, any economic downturn
in the pharmaceutical or biotechnology industries, the current trend toward
consolidation in these industries, a decrease in clients' research and
development expenditures or a change in the governmental regulations pursuant to
which these industries operate. Furthermore, management believes that the
Company has benefitted to date from the increasing tendency of pharmaceutical
and biotechnology companies to outsource the performance and analysis of large
clinical research projects to independent parties. Should this tendency be
reduced or halted entirely, the Company's operations would be materially and
adversely affected.
Fluctuations in Operating Results; Possible Volatility of Stock Price. The
Company's operating results can fluctuate as a result of factors such as the
timing of start-up expenses for new offices, acquisitions, delays experienced in
commencement or completion of clinical trials, termination of clinical trials,
mix of services and foreign exchange rate fluctuations. Because a high
percentage of the Company's operating costs are relatively fixed while revenue
recognition is subject to fluctuations, minor variations in the timing of
contracts or the progress of clinical trials may cause significant variations in
operating results. Therefore, quarterly comparisons of the Company's financial
results should not be relied upon as an indication of future performance. In
addition, the market price of the Company's Common Stock could be subject to
wide fluctuations in response to variations in operating results from quarter to
quarter, changes in earnings estimates by analysts and market conditions in the
industry and general economic conditions. Furthermore, the stock market has
experienced significant price and volume fluctuations unrelated to the operating
performance of particular companies. These market fluctuations may have an
adverse effect on the market price of the Company's Common Stock.
Heightened Competition. There has been a substantial increase in the
number and size of CROs over the past decade. The Company's business is highly
competitive and some of its competitors are larger and have substantially
greater capital, technical and other resources than the Company. Because the
Company offers services of a broad, full service nature (including clinical
program management, data management, analyses and reporting, regulatory filings,
consulting and pharmaceutical services), it may not always be price competitive
with smaller CROs that may have lower overhead costs. The Company primarily
competes against in-house research departments of pharmaceutical companies,
4
<PAGE>
universities and teaching hospitals, and full-service CROs. As a result of
competitive pressures, the industry is consolidating. This trend is likely to
produce increased competition among the larger CROs for both clients and
acquisition candidates. In addition, the CRO industry has attracted the
attention of the investment community which could lead to increased competition
by increasing the availability of financial resources for CROs. Increased
competition may lead to price and other forms of competition that may adversely
affect the Company's profitability.
Management of Business Expansion. Since its inception, the Company's
business and operations have experienced substantial growth, including investing
in the creation of offices in Europe and Australia. The Company believes that
international expansion places a strain on operational, human and financial
resources. In order to manage this growth, the Company must continue to improve
its operating, administrative and information systems, accurately predict its
future personnel and resource needs to meet client contract commitments, track
the progress of ongoing client projects and attract and retain qualified
personnel. Other than risks associated with expansion generally, foreign
expansion also may subject the Company to additional risks of assimilating
differences in foreign business practices, hiring and retaining qualified
personnel, overcoming language barriers, limitations on asset transfers, changes
in foreign regulations and political turmoil.
Adverse Effect of Exchange Rate Fluctuations. Approximately 9%, 26% and
38% of the Company's net revenues for fiscal 1993, 1994 and 1995, respectively,
were derived from the Company's operations outside of North America. Because
the revenues and expenses of the Company's foreign operations are generally
denominated in local currencies, exchange rate fluctuations between local
currencies and the United States dollar will subject the Company to currency
translation risk with respect to the results of its foreign operations. In
cases where the Company contracts for a multi-country trial and a significant
portion of the contract expenses are in a different currency than the contract
currency, the Company seeks to contractually shift to its client the effect of
fluctuations in the relative values of the contract currency and the currency in
which the expenses are incurred.
Dependence Upon and Retention of Certain Personnel. The Company relies on
a number of key executives, including Geraldine A. Henwood, its Chief Executive
Officer, upon whom the Company carries a key person life insurance policy. The
Company does not have an employment agreement with Ms. Henwood. In addition,
the Company must maintain a scientific staff with technical and professional
qualifications appropriate to the services offered. The Company has sought to
recruit and retain physicians and Ph.D.s from academia and the pharmaceutical
industry. These individuals are generally highly skilled and highly
compensated. The Company believes that the loss of any of its key executives
and/or key scientific staff could have a material adverse effect on its
business.
Potential Liability. Clinical trials involve a significant risk of
liability for personal injury, illness or death to patients from adverse
reactions to study drugs. Many patients in clinical trials are seriously ill
and are at a great risk of further illness or death as a result of factors other
than the participation in the clinical trial. Because of the cost, the Company
has only a limited amount of insurance to cover such potential liabilities and
relies on indemnity agreements in addition to insurance. However, these
indemnities generally do not protect the Company against certain of its own
actions such as those involving negligence or misconduct. Moreover, these
indemnities are contractual arrangements that are subject to negotiation with
individual clients and investigators, and the terms and scope of such
indemnities vary among clients, investigators and trials. The Company sometimes
indemnifies and holds harmless its clients and investigators against liabilities
incurred by such parties due to the actions or inactions of the Company.
Finally, because the financial performance of these indemnities generally is not
secured, the Company bears the risk that an indemnifying party may not have the
financial ability to fulfill its indemnification obligations. The Company could
be materially and adversely affected if it were required to pay damages or incur
defense costs in connection with a claim that is outside the scope of an
indemnity in its favor or where such an indemnity, although applicable, is not
performed in accordance with its terms.
Acquisition Risks. The Company has reviewed and is continuing to review
various acquisition candidates and has on-going discussions in the ordinary
course of business concerning possible acquisitions, both in the United States
and Europe. There can be no assurance, however, that such discussions will lead
to additional acquisitions or to an actual transaction. In July 1996, the
Company acquired RBI, a software products and data services company located
5
<PAGE>
in San Francisco, California. In October 1996, the Company acquired HGB, a CRO
specializing in clinical trial management of drug development trials.
Acquisitions involve numerous risks, including difficulties in the assimilation
of the service, products and operations of the acquired companies, expenses
incurred in connection with the acquisition and subsequent assimilation of
operations, products and services, diversion of management's attention from
other business concerns, and the potential loss of key employees or clients of
the acquired company. Acquisitions of foreign companies also may involve the
additional risks of assimilating differences in foreign business practices and
overcoming language barriers. There can be no assurance that the Company will
have available capital to finance any such acquisitions, will not be subject to
competition with respect to acquiring target businesses and that the RBI and HGB
acquisitions or any future acquisitions will be successfully integrated into the
Company's operations. Such future acquisitions, if any, could be financed
through future equity issuances, among other methods, which would result in
dilution to existing stockholders.
Impact of Government Regulation; Compliance with Regulatory Standards. The
Company's business has resulted from the extensive regulatory framework imposed
by various governments on the approval process for new drugs, biologicals,
medical devices and diagnostics. In the United States, the historical trend has
been in the direction of increased regulation by the United States Food and Drug
Administration (the "FDA") and other governmental agencies. In the European
Community (the "EC"), the general trend has been toward coordination of common
standards for clinical testing of new drugs, leading to changes in the various
requirements imposed by each country. Generally, the level of regulation in the
EC and other foreign jurisdictions is somewhat less comprehensive and burdensome
than regulation in the United States, but there are differences, and in some
respects foreign regulation may be more burdensome than FDA requirements.
Changes in regulation, including, without limitation, a relaxation in regulatory
requirements or the introduction of simplified drug approval procedures, could
materially and adversely affect the demand for the services offered by the
Company. Failure to comply with applicable regulations could result in the
termination of ongoing research or the disqualifications of data, either of
which could have a material and adverse effect on the Company, including,
without limitation, damage to the Company's reputation in the CRO industry.
Uncertainty in Health Care Industry and Proposed Health Care Reform. The
health care industry is subject to changing political, economic and regulatory
influences that may affect the pharmaceutical and biotechnology industries. In
the last few years, several comprehensive health care reform proposals were
introduced in the United States Congress. The intent of the proposals was,
generally, to expand health care coverage for the uninsured and reduce growth of
total health care expenditures. Recently, one of these proposals was enacted
into law and additional health care reform proposals may continue to be
considered by the Congress. Implementation of government health care reform may
adversely affect research and development expenditures by pharmaceutical and
biotechnology companies which could decrease the business opportunities
available to the Company. Management is unable to predict the likelihood of
such or similar legislation being enacted into law or the effects such
legislation would have on the Company.
Shares Eligible for Future Sale. As of November 15, 1996, there were
approximately 7,400,000 shares of Common Stock outstanding which constituted
"restricted securities," as that term is defined under Rule 144 promulgated
under the Securities Act, substantially all of which may be sold at any time,
subject to the restrictions of Rule 144. In addition, as of November 15, 1996,
there were outstanding options to purchase 3,104,682 shares of Common Stock, of
which options to purchase 2,127,252 shares were currently exercisable. An
additional 662,324 shares were reserved for issuance under the Company's stock
option plans. All of the shares underlying options under such plans are covered
by effective registration statements. An additional 3,723,152 shares were
reserved for issuance upon the exercise of outstanding warrants, of which
3,683,152 shares have been or will be registered for resale. An additional
2,248,995 shares were reserved for issuance upon the conversion of outstanding
shares of preferred stock, which shares have been registered for resale.
Possible or actual sales made under Rule 144, or pursuant to registration or
other exemptions from registration under the Securities Act, of the
aforementioned shares of Common Stock may have an adverse effect upon the market
price of the Common Stock.
Risk of Hazardous Material Contamination. The Company's development
activities relating to the provision of services to its clients has involved and
may involve in the future the controlled use of hazardous materials. Although
6
<PAGE>
the Company believes that its safety procedures for handling the disposal of
such materials comply with the standards prescribed by state and federal laws
and regulations, the risk of accidental contamination or injury from these
materials cannot be completely eliminated. In the event of such an accident,
the Company could be held liable for damages that result, and any such liability
could exceed its resources.
Anti-Takeover Measures. The Company is subject to Section 203 of the
Delaware General Corporation Law which contains certain anti-takeover provisions
which prohibit a "business combination" between a corporation and an "interested
stockholder" within three years of the stockholder becoming an "interested
stockholder." The business combination provisions of Section 203 of the
Delaware General Corporation Law may have the effect of deterring merger
proposals, tender offers or other attempts to effect changes in control of the
Company that are not negotiated and approved by the Board of Directors.
Additionally, the Board of Directors has the ability to establish by resolution
one or more series of preferred stock having such number of shares, designation,
preferences, voting rights, limitations and other rights as the Board of
Directors may fix, without any further stockholder approval. The rights granted
to holders of an additional class or series of preferred stock could be
utilized, under certain circumstances, as a method of discouraging, delaying or
preventing a change in control of the Company which may be at a premium above
the prevailing market price. Furthermore, the Company amended its Certificate
of Incorporation, as amended (the "Certificate of Incorporation"), to include a
provision establishing a classified board of directors as permitted under the
Delaware General Corporation Law. The Board of Directors is divided into three
classes of directors, each class of which ultimately serves three-year staggered
terms. This may make it more difficult to effect a change in control of the
Company's Board of Directors, and therefore may have an anti-takeover effect.
Concentration of Ownership in Certain Officers, Directors and Affiliated
Entities. As of November 15, 1996, the Company's executive officers, directors
and their affiliates beneficially owned approximately 50% of the outstanding
shares of Common Stock. As a result, such persons have substantial ability to
influence the election of the Company's directors and the outcome of corporate
actions requiring stockholder approval. This concentration of ownership may
have the effect of delaying or preventing a change in control of the Company.
Absence of Dividends. No cash dividends have been paid on the Company's
Common Stock. The Company has no present plans to pay cash dividends to its
stockholders and, for the foreseeable future, intends to retain all of its
earnings for use in its business. The declaration of any future dividends by
the Company is within the discretion of its Board of Directors and will be
dependent on the earnings, financial condition and capital requirements of the
Company, as well as any other factors deemed relevant by its Board of Directors.
USE OF PROCEEDS
The Company will not receive any proceeds from the sale of the Shares by
the Selling Stockholders.
7
<PAGE>
SELLING STOCKHOLDERS
The table below sets forth certain information regarding ownership of the
Company's Common Stock by the Selling Stockholders on November 15, 1996 and the
number of Shares to be sold by them under this Prospectus. The Shares include
684,490 shares of Common Stock which were issued or are issuable upon the
exercise of warrants owned by the Selling Stockholders, which warrants were
acquired by the Selling Stockholders in connection with the merger of Bio-Pharm
Clinical Services, Inc. and Affinity Biotech, Inc. (the "Warrants"). These
Warrants are presently exercisable at an exercise price of $2.58 per share,
subject to adjustments in certain circumstances including in the event of
certain stock dividends, subdivisions or combinations, reclassifications,
reorganizations, mergers, consolidations or sales of all or substantially all
the assets of the Company, and expire at the close of business on January 8,
1997.
In recognition of the fact that investors may wish to be legally permitted
to sell their Shares when they deem appropriate, the Company has filed with the
Commission, under the Securities Act, a Registration Statement, of which this
Prospectus forms a part, with respect to the resale of the Shares from time to
time on the Nasdaq National Market or in privately-negotiated transactions and
has agreed to prepare and file such amendments and supplements to the
Registration Statement as may be necessary to keep the Registration Statement
effective until the earlier of the sale of all the Shares offered by the Selling
Stockholders and 120 days after the effective date of the Registration
Statement.
<TABLE>
<CAPTION>
(A) (B) (C)
Shares
Name of Shares Owned Being Shares Owned
Selling Stockholder Prior to Offering Offered(1) After Offering
----------------------------- ---------------------- ---------- ----------------------
Number of Number of
Shares(1) Percent(2) Shares(1) Percent
----------- ---------- ---------- -------
<S> <C> <C> <C> <C> <C>
H&Q Healthcare Investors(3) 1,157,118 5.2% 193,605 963,513 4.4%
H&Q Life Sciences Investors(4) 749,981 3.4% 96,831 653,150 3.0%
CIP Capital L.P.(5) 673,371 3.1% 96,831 576,540 2.7%
New Enterprise Associates V, L.P.(6) 504,619 2.3% 290,428 214,191 1.0%
Steven R. Schuh(7) 4,852 * 4,852 -- --
Earl L. Linehan(8) 1,943 * 1,943 -- --
- ------------------------
</TABLE>
* Less than one percent.
(1) With respect to Columns A, B and C, assumes the exercise of all outstanding
Warrants owned by the Selling Stockholders.
(2) Based on shares of Common Stock outstanding as of November 15, 1996 and,
with respect to each Selling Stockholder, includes the shares of Common
Stock which were issued or are issuable upon the exercise of outstanding
Warrants owned by such Selling Stockholder.
(3) Includes 193,605 shares of Common Stock which were issued or are issuable
upon the exercise of outstanding Warrants. Also includes 299,865 shares of
Common Stock which were issued or are issuable upon the exercise of
additional outstanding warrants to purchase Common Stock and 299,865 shares
of Common Stock which were issued or are issuable upon the conversion of
outstanding shares of Series A Convertible Preferred Stock owned by such
Selling Stockholder. H&Q Healthcare Investors and H&Q Life Sciences
Investors are affiliated investment funds.
(4) Includes 96,831 shares of Common Stock which were issued or are issuable
upon the exercise of outstanding Warrants. Also includes 235,608 shares of
Common Stock which were issued or are issuable upon the exercise
8
<PAGE>
of additional outstanding warrants to purchase Common Stock and 235,608
shares of Common Stock which were issued or are issuable upon the
conversion of outstanding shares of Series A Convertible Preferred Stock
owned by such Selling Stockholder. H&Q Life Sciences Investors and H&Q
Healthcare Investors are affiliated investment funds.
(5) Includes 96,831 shares of Common Stock which were issued or are issuable
upon the exercise of outstanding Warrants. Winston J. Churchill, the
Chairman of the Board of Directors of the Company, is an affiliate of CIP
Capital L.P. Does not include 120,219 shares owned of record by
Mr. Churchill's Retirement Plan; 604,327 shares that Mr. Churchill and his
wife own as tenants by the entireties; 35,000 shares owned by
Mrs. Churchill as custodian for Mr. Churchill's son; 153,750 shares owned
by a trust for the benefit of Mr. Churchill's son; and 78,000 shares
subject to options that are exercisable within 60 days of November 15, 1996
by Mr. Churchill.
(6) Includes 290,428 shares of Common Stock which were issued or are issuable
upon the exercise of outstanding Warrants. Also includes 214,191 shares of
Common Stock which were issued or are issuable upon the exercise of
additional outstanding warrants to purchase Common Stock owned by such
Selling Stockholder. Frank A. Bonsal, Jr., a former member of the
Company's Board of Directors from April 27, 1994 to July 25, 1995, is a
general partner of New Enterprise Associates V, L.P.
(7) Includes 4,852 shares of Common Stock which were issued or are issuable
upon the exercise of outstanding Warrants.
(8) Includes 1,943 shares of Common Stock which were issued or are issuable
upon the exercise of outstanding Warrants.
9
<PAGE>
PLAN OF DISTRIBUTION
The Shares offered hereby by the Selling Stockholders may be sold from time
to time by the Selling Stockholders, or by pledgees, donees, transferees or
other successors in interest. Such sales may be made on one or more exchanges
or in the over-the-counter market (including the Nasdaq National Market), or
otherwise at prices and at terms then prevailing or at prices related to the
then-current market price, or in negotiated transactions. The Shares may be
sold by one or more of the following methods, without limitation: (a) a block
trade in which the broker-dealer so engaged will attempt to sell the Shares 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)
ordinary brokerage transactions and transactions in which the broker solicits
purchasers; and (d) face-to-face transactions between the Selling Stockholders
and purchasers without a broker-dealer. In effecting sales, brokers or dealers
engaged by the Selling Stockholders may arrange for other brokers or dealers to
participate. Such brokers or dealers may receive commissions or discounts from
the Selling Stockholders in amounts to be negotiated immediately prior to the
sale. Such brokers or dealers and any other participating brokers or dealers
may be deemed to be "underwriters" within the meaning of the Securities Act, in
connection with such sales. In addition, any securities covered by this
Prospectus that qualify for sale pursuant to Rule 144 under the Securities Act
might be sold under Rule 144 rather than pursuant to this Prospectus.
Upon the Company being notified by any Selling Stockholder that a material
arrangement has been entered into with a broker or dealer for the sale of shares
through a block trade, special offering, exchange distribution or secondary
distribution or a purchase by a broker or dealer, a supplemented Prospectus will
be filed, if required, pursuant to Rule 424(c) under the Securities Act,
disclosing (a) the name of each such broker-dealer, (b) the number of shares
involved, (c) the price at which such shares were sold, (d) the commissions paid
or discounts or concessions allowed to such broker-dealer(s), where applicable,
(e) that such broker-dealer(s) did not conduct any investigation to verify the
information set out or incorporated by reference in this Prospectus, as
supplemented, and (f) other facts material to the transaction.
The Company is bearing all costs relating to the registration of the Shares
(including certain fees and expenses, if any, of counsel or other advisers to
the Selling Stockholders). Any commissions, discounts or other fees payable to
broker-dealers in connection with any sale of the Shares will be borne by the
Selling Stockholders selling such Shares.
The Company has agreed to indemnify the Selling Stockholders in certain
circumstances against certain liabilities, including liabilities arising under
the Securities Act. Each Selling Stockholder has agreed to indemnify the
Company, its directors and its officers who sign the Registration Statement
against certain liabilities, including liabilities arising under the Securities
Act.
DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR
SECURITIES ACT LIABILITIES
Section 145 of the Delaware General Corporation Law ("Section 145") permits
indemnification of directors, officers, agents and controlling persons of a
corporation under certain conditions and subject to certain limitations. Section
145 empowers a corporation to indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative, by
reason of the fact that such person is or was a director, officer or agent of
the corporation or another enterprise if serving at the request of the
corporation. Depending on the character of the proceeding, a corporation may
indemnify against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred in connection with
such action, suit or proceeding if the person indemnified acted in good faith
and in a manner the person reasonably believed to be in or not opposed to, the
best interests of the corporation, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe such person's conduct was
unlawful. In the case of an action by or in the right of the corporation, no
indemnification may be made with respect to any claim,
10
<PAGE>
issue or matter as to which such person shall have been adjudged to be liable to
the corporation unless and only to the extent that the court of chancery or the
court in which such action or suit was brought shall determine that despite the
adjudication of liability such person is fairly and reasonably entitled to
indemnity for such expenses which the court shall deem proper. Section 145
further provides that to the extent a director or officer of a corporation has
been successful in the defense of any action, suit or proceeding referred to
above or in defense of any claim, issue or matter therein, such person shall be
indemnified against expenses (including attorneys' fees) actually or reasonably
incurred by such person in connection therewith. As permitted by the Delaware
General Corporation Law, the Company has included a provision in its Certificate
of Incorporation that, subject to certain limitations, eliminates the ability of
the Company and its stockholders to recover monetary damages from a director of
the Company for breach of fiduciary duty as a director. The Company's By-laws
provide for indemnification of the Company's directors and officers in certain
circumstances to the fullest extent authorized by the Delaware General
Corporation Law. As authorized by Section 145 of the Delaware General
Corporation Law and Article VI of the Company's By-laws, the Company maintains,
on behalf of its directors and officers, insurance protection against certain
liabilities arising out of the discharge of their duties, as well as insurance
covering the Company for indemnification payments made to its directors and
officers for certain liabilities. The premiums for such insurance are paid by
the Company.
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers or persons controlling the Company
pursuant to the foregoing provisions, the Company has been informed that in the
opinion of the Commission such indemnification is against public policy as
expressed in the Securities Act and is therefore unenforceable.
LEGAL MATTERS
The validity of the shares of Common Stock offered hereby will be passed upon
for the Company by Morgan, Lewis & Bockius LLP, Philadelphia, Pennsylvania.
EXPERTS
The financial statements contained in the Company's Annual Report on Form 10-
K for the year ended December 31, 1995 incorporated by reference in this
Prospectus have been audited by Arthur Andersen LLP, independent public
accountants, as indicated in their report with respect thereto, and are included
herein in reliance upon the authority of said firm as experts in giving said
reports.
11
<PAGE>
================================================================================
No dealer, sales representative or any other person has been authorized to
give any information or make any representations not contained in this
Prospectus in connection with the offer covered by this Prospectus. If given or
made, such information or representations must not be relied upon as having been
authorized by the Company or the Selling Stockholders. This Prospectus does not
constitute an offer to sell, or a solicitation of an offer to buy, any of these
securities in any jurisdiction where, or to any person whom, it is unlawful to
make such offer or solicitation. Neither the delivery of this Prospectus nor any
offer or sale made hereunder shall, under any circumstances, create any
implication that there has been no change in the affairs of the Company or that
information contained herein is correct as of any time subsequent to the date
hereof.
------------------
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
----
<S> <C>
Available Information........................................................ 2
Incorporation of Certain Documents
by Reference.............................................................. 2
The Company.................................................................. 3
Risk Factors................................................................. 4
Use of Proceeds.............................................................. 7
Selling Stockholders......................................................... 8
Plan of Distribution......................................................... 10
Disclosure of Commission Position on
Indemnification for Securities Act Liabilities............................ 10
Legal Matters................................................................ 11
Experts...................................................................... 11
</TABLE>
================================================================================
684,490 Shares
IBAH, Inc.
Common Stock
-----------------
PROSPECTUS
-----------------
__________, 1996
================================================================================
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
The following table sets forth the estimated costs and expenses of the
sale and distribution of the securities being registered, all of which are being
borne by the Company.
<TABLE>
<CAPTION>
<S> <C>
Legal fees and expenses..............................................$10,000.00
EDGAR filing expenses................................................ 5,000.00
Miscellaneous........................................................ 10,000.00
----------
Total...........................................................$25,000.00
==========
</TABLE>
Item 15. Indemnification of Directors and Officers
A. Section 145 of the Delaware General Corporation Law ("Section 145")
permits indemnification of directors, officers, agents and controlling persons
of a corporation under certain conditions and subject to certain limitations.
Section 145 empowers a corporation to indemnify any person who was or is a party
or is threatened to be made a party to any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative, by reason of the fact that such person is or was a director,
officer or agent of the corporation or another enterprise if serving at the
request of the corporation. Depending on the character of the proceeding, a
corporation may indemnify against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and reasonably incurred
in connection with such action, suit or proceeding if the person indemnified
acted in good faith and in a manner the person reasonably believed to be in or
not opposed to, the best interests of the corporation, and, with respect to any
criminal action or proceeding, had no reasonable cause to believe such person's
conduct was unlawful. In the case of an action by or in the right of the
corporation, no indemnification may be made with respect to any claim, issue or
matter as to which such person shall have been adjudged to be liable to the
corporation unless and only to the extent that the court of chancery or the
court in which such action or suit was brought shall determine that despite the
adjudication of liability such person is fairly and reasonably entitled to
indemnity for such expenses which the court shall deem proper. Section 145
further provides that to the extent a director or officer of a corporation has
been successful in the defense of any action, suit or proceeding referred to
above or in defense of any claim, issue or matter therein, such person shall be
indemnified against expenses (including attorneys' fees) actually or reasonably
incurred by such person in connection therewith.
B. As permitted by the Delaware General Corporation Law, the Company
has included a provision in its Certificate of Incorporation, as amended, that,
subject to certain limitations, eliminates the ability of the Company and its
stockholders to recover monetary damages from a director of the Company for
breach of fiduciary duty as a director. Article VI of the Company's By-laws
provides for indemnification of the Company's directors and officers in certain
circumstances to the fullest extent authorized by the Delaware General
Corporation Law.
C. As authorized by Section 145 of the Delaware General Corporation Law
and Article VI of the Company's By-laws, the Company maintains, on behalf of its
directors and officers, insurance protection against certain liabilities arising
out of the discharge of their duties, as well as insurance covering the Company
for indemnification payments made to its directors and officers for certain
liabilities. The premiums for such insurance are paid by the Company.
II-1
<PAGE>
Item 16. Exhibits
The following is a list of exhibits filed as part of this Registration
Statement.
Exhibit
Number Description
- ------ -----------
5 Opinion of Morgan, Lewis & Bockius LLP regarding legality of the
Company's Common Stock being registered.
23.1 Consent of Morgan, Lewis & Bockius LLP (included in its opinion
filed as Exhibit 5 hereto).
23.2 Consent of Arthur Andersen LLP.
24 Power of Attorney (included on signature pages to this Registration
Statement).
Item 17. Undertakings
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)(3) 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 (1)(i) and (1)(ii) of this section do 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.
(4) 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.
II-2
<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-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Blue Bell, Pennsylvania, on December 9, 1996.
IBAH, INC.
By: /s/ Geraldine A. Henwood
-----------------------------------------
Geraldine A. Henwood
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.
EACH PERSON IN SO SIGNING ALSO MAKES, CONSTITUTES AND APPOINTS GERALDINE A.
HENWOOD AND LEONARD F. STIGLIANO, AND EACH OF THEM ACTING ALONE, HIS OR HER TRUE
AND LAWFUL ATTORNEY-IN-FACT, WITH FULL POWER OF SUBSTITUTION, TO EXECUTE AND
CAUSE TO BE FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO THE
REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED, ANY AND ALL AMENDMENTS
AND POST-EFFECTIVE AMENDMENTS TO THIS REGISTRATION STATEMENT, WITH EXHIBITS
THERETO AND OTHER DOCUMENTS IN CONNECTION THEREWITH, AND HEREBY RATIFIES AND
CONFIRMS ALL THAT SAID ATTORNEY-IN-FACT OR HIS OR HER SUBSTITUTE OR SUBSTITUTES
MAY DO OR CAUSE TO BE DONE BY VIRTUE HEREOF.
<TABLE>
<CAPTION>
Signature Capacity Date
- --------- -------- ----
<S> <C> <C>
/s/Geraldine A. Henwood Chief Executive Officer December 9, 1996
- ---------------------------- and Director (principal
Geraldine A. Henwood executive officer)
/s/Leonard F. Stigliano Chief Financial Officer December 9, 1996
- ---------------------------- (principal financial and
Leonard F. Stigliano accounting officer)
/s/Winston J. Churchill Chairman of the Board of December 9, 1996
- ---------------------------- Directors
Winston J. Churchill
/s/Ernst-Gunter Afting Director December 9, 1996
- ----------------------------
Ernst-Gunter Afting, M.D.
</TABLE>
<PAGE>
<TABLE>
<S> <C> <C>
/s/Victor J. Bauer Director December 9, 1996
- ----------------------------
Victor J. Bauer, Ph.D.
/s/Edwin A. Bescherer, Jr. Director December 9, 1996
- ----------------------------
Edwin A. Bescherer, Jr.
/s/Martyn D. Greenacre Director December 9, 1996
- ----------------------------
Martyn D. Greenacre
/s/Judith L. Hardardt Director December 9, 1996
- ----------------------------
Judith L. Hardardt
/s/Sidney Jevons Director December 9, 1996
- ----------------------------
Sidney Jevons, Ph.D.
/s/Sandra Panem Director December 9, 1996
- ----------------------------
Sandra Panem, Ph.D.
/s/Richard L. Sherman Director December 9, 1996
- ----------------------------
Richard L. Sherman, Esq.
</TABLE>
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Sequential
Number Description Page Number
- ------- ----------- -----------
<C> <S> <C>
5 Opinion of Morgan, Lewis & Bockius LLP regarding
legality of the Company's Common Stock being registered.
23.1 Consent of Morgan, Lewis & Bockius LLP (included in its
opinion filed as Exhibit 5 hereto).
23.2 Consent of Arthur Andersen LLP.
24 Power of Attorney (included on signature pages to this
Registration Statement).
</TABLE>
<PAGE>
EXHIBIT 5
Morgan, Lewis & Bockius LLP
2000 One Logan Square
Philadelphia, PA 19103-6993
December 6, 1996
IBAH, Inc.
Four Valley Square
512 Township Line Road
Blue Bell, PA 19422
Re: IBAH, Inc.; Post-Effective Amendment No. 1 to Registration
Statement on Form S-4 (File No. 33-74274) on Form S-3
----------------------------------------------------------
Ladies and Gentlemen:
We have acted as counsel to IBAH, Inc., a Delaware corporation (the "Company"),
in connection with the preparation of the subject Post-Effective Amendment No. 1
to Registration Statement on Form S-4 (File No. 33-74274) on Form S-3 (the
"Registration Statement"), to be filed with the Securities and Exchange
Commission under the Securities Act of 1933, as amended (the "Act"), relating to
the offering of up to 684,490 shares (the "Shares") of the Company's common
stock, par value $0.01 per share, which are owned by the selling stockholders
listed in the Registration Statement under "Selling Stockholders" (collectively,
the "Selling Stockholders"), and may be offered from time to time by the Selling
Stockholders.
In rendering the opinion set forth below, we have reviewed (a) the Registration
Statement; (b) the Company's Certificate of Incorporation, as amended; (c) the
Company's By-Laws; (d) certain records of the Company's corporate proceedings as
reflected in its minute and stock books; (e) the Common Stock Purchase Warrants
dated April 27, 1994, issued by the Company to the Selling Stockholders
(collectively, the "Warrants"); and (f) such records, documents, statutes and
decisions as we have deemed relevant. In our examination, we have assumed the
genuineness of all signatures, the authenticity of all documents submitted to us
as originals and the conformity with the original of all documents submitted to
us as copies thereof.
Based upon the foregoing, we are of the opinion that, when and to the extent the
Shares are issued to the Selling Stockholders in accordance with the terms and
conditions of the Warrants, the Shares will be validly issued, fully paid and
nonassessable.
Our opinion set forth above is limited to the Delaware General Corporation Law,
as amended.
We hereby consent to the use of this opinion as Exhibit 5 to the Registration
Statement. In giving such opinion, we do not thereby admit that we are acting
within the category of persons whose consent is required under Section 7 of the
Act or the rules or regulations of the Securities and Exchange Commission
thereunder.
The opinion expressed herein is solely for your benefit, and may be relied upon
only by you.
Very truly yours,
/s/Morgan, Lewis & Bockius LLP
<PAGE>
ARTHUR ANDERSEN LLP
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this Post-Effective Amendment No. 1 to Form S-4 Registration
Statement on Form S-3 of our report dated February 2, 1996, included in IBAH,
Inc.'s Form 10-K for the year ended December 31, 1995, and to all references to
our Firm included in this Post-Effective Amendment No. 1 to Form S-4
Registration Statement on Form S-3.
ARTHUR ANDERSEN LLP
Philadelphia, Pa.,
December 6, 1996
