<PAGE> 1
As filed with the Securities and Exchange Commission on June 10, 1996
Registration No. 333-
- - --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------
FORM S-1
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
------------------
COLLABORATIVE CLINICAL RESEARCH, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
------------------
<TABLE>
<S> <C> <C>
Ohio 8099 34-1685364
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer Identification No.)
incorporation or organization) Classification Code No.)
</TABLE>
20600 Chagrin Boulevard
Suite 1050
Cleveland, Ohio 44122
(216) 491-9930
(Address, including zip code, and telephone
number, including area code, of
registrant's principal executive offices)
------------------
Jeffrey A. Green, Pharm D. FCP
President
Collaborative Clinical Research, Inc.
20600 Chagrin Boulevard
Cleveland, Ohio 44122
(216) 491-9930
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
------------------
Copies to:
Thomas F. McKee William J. Grant
Calfee, Halter & Griswold Wilkie Farr & Gallagher
1400 McDonald Investment Center 153 East 53rd Street
800 Superior Avenue New York, New York 10022
Cleveland, Ohio 44114 (212) 821-8000
(216) 622-8200
------------------
Approximate date of commencement of proposed sale
to the public: As soon as practicable after
this Registration Statement becomes effective.
If any of the securities being registered on this form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, check the following box. / /
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. / /
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration number of the earlier effective
registration statement for the same offering: /x/ 333-2140
--------
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. / /
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. / /
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=========================================================================================================================
Title of each class of securities Proposed maximum Amount of
to be registered aggregate offering price (1) registration fee(2)
- - -------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Common Shares,
without par value..................................... $48,300,000 $16,656
=========================================================================================================================
<FN>
(1) Estimated solely for the purpose of calculating the amount of the
registration fee pursuant to Rule 457 under the Securities Act of 1933.
(2) Registration fees in the aggregate amount of $13,880 were paid in
connection with Registration Statement File No. 333-2140.
</TABLE>
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.
- - --------------------------------------------------------------------------------
<PAGE> 2
INCORPORATION BY REFERENCE
The Company's Registration Statement on Form S-1, File No. 333-2140,
filed with the Securities and Exchange Commission is hereby incorporated by
reference in this Registration Statement.
EXHIBITS
<TABLE>
<S> <C>
5.1 -Opinion of Calfee, Halter & Griswold as to the validity of the Common Shares of the Company
23.1 -Consent of Ernst & Young LLP
23.2 -Consent of Calfee, Halter & Griswold (included in Exhibit 5.1)
</TABLE>
PAYMENT OF FEE
The Company hereby certifies that (i) Star Bank NA, Cleveland, has been
instructed to transmit unrestricted funds in the amount of $2,776 to the
Securities and Exchange Commission's account at Mellon Bank, in payment of the
filing fee, (ii) such instructions will not be revoked and (iii) the Company has
sufficient funds in its account to cover the amount being so transmitted. In
addition, the Company undertakes that it will confirm receipt by Star Bank NA,
Cleveland, of the aforementioned instructions.
<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 Cleveland,
State of Ohio, on June 10, 1996.
COLLABORATIVE CLINICAL RESEARCH, INC.
By: /s/ WILLIAM H. STIGELMAN, JR.
------------------------------
William H. Stigelman, Jr.
Vice President of Affiliated Site Relations
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on the 10th day of June, 1996.
<TABLE>
<CAPTION>
Signature
---------
<S> <C>
*
_______________________________________ President and Chief Executive Officer and a Director
Jeffrey A. Green (Principal Executive Officer)
*
_______________________________________ Vice President of Finance, Chief Financial Officer,
Terry C. Black Treasurer and Assistant Secretary
(Principal Financial and Accounting Officer)
*
_______________________________________ Director
Timothy G. Biro
*
_______________________________________ Director
Seth B. Harris
*
_______________________________________ Director
Alan C. Mendelson
*
_______________________________________ Director
Robert M. Stote
*
_______________________________________ Director
James A. Terwoord
*
_______________________________________ Director
Alan G. Walton
<FN>
- - -----------------
* The undersigned has executed this Registration Statement on behalf of
each of the persons named above pursuant to Powers of Attorney filed
with the Securities and Exchange Commission.
</TABLE>
/s/ William H. Stigelman, Jr.
- - --------------------------------------
William H. Stigelman, Jr.
<PAGE> 1
EXHIBIT 5.1
June 10, 1996
Collaborative Clinical Research, Inc.
20600 Chagrin Boulevard
Cleveland, Ohio 44122
In connection with the filing by Collaborative Clinical Research, Inc.,
an Ohio corporation (the "Company"), with the Securities and Exchange Commission
under the provisions of the Securities Act of 1933, as amended, of a
Registration Statement on Form S-1 with respect to an additional 575,000 Common
Shares, without par value, of the Company (the "Shares") to be sold by the
Company, we have examined the following:
(i) the Fifth Amended and Restated Articles of Incorporation and
the Third Amended and Restated Code of Regulations of the
Company;
(ii) the Registration Statement on Form S-1, Registration No.
333-2140 (including Exhibits thereto), as amended, filed with
the Securities and Exchange Commission (the "Registration
Statement");
(iii) the Underwriting Agreement pursuant to which all of the Shares
are to be purchased by the Underwriters and resold in the
public offering; and
(iv) the records relating to the organization of the Company and
such other documents as we deemed it necessary to examine as a
basis for the opinions hereinafter expressed.
Based upon the foregoing, we are of the opinion that:
(i) The Company is incorporated and validly existing under the
laws of the State of Ohio.
(ii) The Shares to be issued and sold by the Company, when issued
and sold in the manner contemplated by the Registration
Statement and the Underwriting Agreement, will be legally
issued, fully paid and nonassessable.
We are attorneys licensed to practice law in the State of Ohio. The
opinions expressed herein are limited solely to the laws of the State of Ohio.
We express no opinion under the laws of any other jurisdiction.
This opinion is delivered to you solely in connection with the filing
of the Registration Statement with respect to the Shares, and this letter and
the opinions stated herein may not be relied upon for any other purpose or by
any persons other than the Directors and executive officers of the Company.
We consent to the filing of this opinion with the Registration
Statement and to the use of our name under the caption "Legal Matters."
Respectfully submitted,
CALFEE, HALTER & GRISWOLD
<PAGE> 1
EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the references to our firm under the captions "Experts"
and "Selected Consolidated Financial Data" and to the use of our report dated
January 31, 1996 (except the first paragraph in Note 6 and Note 11, as to which
the date is June 10, 1996), on the financial statements of Collaborative
Clinical Research, Inc.; and our report dated January 31, 1996 on the balance
sheets and related statements of income and cash flows of GFI Pharmaceutical
Services, Inc., in the Registration Statement and related Prospectus of
Collaborative Clinical Research, Inc. for the registration of 3,450,000 of its
Common Shares.
ERNST & YOUNG LLP
Cleveland, Ohio
June 10, 1996
