<PAGE>
As filed with the Securities and Exchange Commission on September 26, 1996.
Registration No. 333-______
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
--------------
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------
EQUIMED, INC.
(Exact Name of Registrant as Specified in Its Charter)
Delaware 8099 25-1668112
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification
Number)
3754 LaVista Road
Tucker, Georgia 30084-5637
(404) 320-6211
(Address, including zip code, and telephone number, including
Area Code, of registrant's principal executive offices)
Larry W. Pearson
President and Chief Executive Officer
EquiMed, Inc.
3754 LaVista Road
Tucker, Georgia 30084-5637
(404) 320-6211
(Name, address, including zip code, and telephone number,
including area code, or agent for service)
--------------
Copies to:
Justin P. Klein, Esq.
Gerald J. Guarcini, Esq.
Ballard Spahr Andrews & Ingersoll
1735 Market Street, 51st Floor
Philadelphia, Pennsylvania 19103-7599
(215) 665-8500
--------------
Approximate date of commencement of proposed sale to the public: As soon as
practicable after the effectiveness of this Registration Statement.
--------------
If the securities being registered on this form are being offered in
connection with the formation of a holding company and are in compliance with
General Instruction G. check the following box. /[_]/
--------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
====================================================================================================================================
Title of each class of Proposed maximum Proposed maximum
securities to be Amount to offering price aggregate Amount of
registered be registered per unit offering price(1) registration fee(1)
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value 10,000,000 $8.44 $84,400,000 $29,103.45
$.0001 per share
====================================================================================================================================
</TABLE>
(1) Estimated solely for purposes of calculating the registration fee in
accordance with Rule 457(c) under the Securities Act of 1933 based upon the
average of the reported high and low sales of Common Stock reported on the
Nasdaq National Market of the Nasdaq Stock Market, Inc. on September 20,
1996.
--------------
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 this Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
================================================================================
<PAGE>
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
+ 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 jurisdiction in which such offer, solicitation or sale +
+ would be unlawful prior to registration or qualification under the +
+ securities laws of any such jurisdiction. +
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
Subject to Completion; Dated September 26, 1996
PROSPECTUS
- ----------
EQUIMED, INC.
10,000,000 SHARES OF COMMON STOCK
This Prospectus covers 10,000,000 shares of Common Stock, par value $.0001
per share, of EquiMed, Inc., a Delaware corporation, (the "Company" or
"EquiMed") which the Company may issue from time to time in connection with its
direct and indirect acquisition of securities and assets of other businesses.
The Company expects that the terms upon which it may issue the shares will be
determined through negotiations with the shareholders or principal owners of the
businesses whose securities or assets are acquired. It is expected that the
shares that are issued will be valued at prices reasonably related to market
prices for the Common Stock prevailing either at the time an acquisition
agreement is executed or at the time an acquisition is consummated. In addition,
the Company may issue shares in satisfaction of currently outstanding or as yet
unissued notes or warrants of the Company which have been or may be issued in
connection with acquisitions, which notes or warrants are convertible into or
exercisable for shares of Common Stock of the Company.
The Company's Common Stock is traded on the Nasdaq National Market
("Nasdaq") under the symbol "EQMD". Application will be made to list the shares
offered hereby on Nasdaq. The last reported sale price of the Common Stock on
Nasdaq on September 25, 1996 was $8.50 per share.
All expenses of this offering will be paid by the Company. No underwriting
discounts or commissions will be paid in connection with the issuance of shares,
although finder's fees may be paid with respect to specific acquisitions. Any
person receiving a finder's fee may be deemed to be an underwriter within the
meaning of the Securities Act of 1933, as amended.
----------------------
PROSPECTIVE INVESTORS SHOULD CAREFULLY CONSIDER THE DISCUSSION
CAPTIONED "RISK FACTORS" BEGINNING ON PAGE 5 OF THIS PROSPECTUS
THE SECURITIES TO WHICH THIS PROSPECTUS RELATES 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 September __, 1996.
<PAGE>
AVAILABLE INFORMATION
The Company is a reporting company 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").
Reports, proxy statements and other information concerning the Company filed
with the Commission may be inspected and copied at the public reference
facilities maintained by the Commission at its office at Room 1024, 450 Fifth
Street, N.W., Washington, D.C. 20549, as well as at the Regional Offices of the
Commission at Seven World Trade Center, New York, New York 10048 and
Northwestern Atrium Center, 500 West Madison Street, Suite 1400, Chicago,
Illinois 60661. Copies of such material can be obtained from the Public
Reference Section of the Commission at 450 Fifth Street, N.W., Washington, D.C.
20549, at prescribed rates. The Common Stock is quoted on the Nasdaq National
Market System. Such reports, proxy and information statements and other
information can also be inspected and copied at the offices of the National
Association of Securities Dealers, Inc., 1735 K Street, N.W., Washington, D.C.
20006.
The Company has filed a registration statement on Form S-4 (herein,
together with all amendments and exhibits thereto, the "Registration
Statement"), under the Securities Act of 1933, as amended (the "Securities
Act"), with respect to the securities offered pursuant to this Prospectus. This
Prospectus does not contain all of the information set forth in the Registration
Statement, certain parts of which are omitted in accordance with the rules and
regulations of the Commission. For further information with respect to the
Company and the securities offered hereby, reference is made to the Registration
Statement and the exhibits filed as a part thereof. Statements contained herein
concerning any document filed as an exhibit are not necessarily complete and, in
each instance, reference is made to the copy of such document filed as an
exhibit to the Registration Statement. Each such statement is qualified in its
entirety by such reference.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents, filed by the Company (File No. 0-27456), are
hereby incorporated herein by reference:
(a) The Company's annual report on Form 10-K for the fiscal year ended
December 31, 1995.
(b) The Company's quarterly report on Form 10-Q for the period ended March
31, 1996.
(c) The Company's quarterly report on Form 10-Q for the period ended June
30, 1996, as amended by the Form 10-Q/A filed on September 24, 1996.
(d) The Company's Current Report on Form 8-K filed on April 2, 1996, as
amended by the amended Current Report on Form 8-K/A filed on June 3,
1996.
(e) The Company's Current Report on Form 8-K filed on April 18, 1996, as
amended by the amended Current Report on Form 8-K/A filed on June 17,
1996.
(f) The Company's Current Report on Form 8-K filed on September 24, 1996.
(g) 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 other documents filed by the Company pursuant to Section 13(a), 13(c),
14 and 15(d) of the Exchange Act subsequent to the date of this Prospectus and
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 and to be a
part of this Prospectus from the date of filing of such documents. Any statement
contained in a document incorporated or deemed to be 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
subsequently filed document which also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any
2
<PAGE>
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 without charge to each person to whom a copy of
this Prospectus is delivered, upon oral or written request of any such person, a
copy of any or all of the documents incorporated herein by reference, other than
the exhibits to such documents (unless such exhibits are specifically
incorporated by reference in such documents). Written and oral requests should
be directed to R. Lee Robinson, Secretary, EquiMed, Inc., 3754 LaVista Road,
Tucker, Georgia 30084-5637, (404) 320-6211.
SUMMARY
The information contained in this summary is qualified in its entirety by,
and should be read in conjunction with, the detailed information and financial
statements, including the notes thereto, appearing elsewhere in this Prospectus
or incorporated herein by reference.
THE COMPANY
EquiMed is a national physician practice management company which provides
for high-quality oncology and ophthalmology services through its networks of
specialty medical providers located in 19 states. The Company currently owns or
manages 35 radiation oncology and 21 ophthalmology centers, including ten
ophthalmic ambulatory surgery centers ("ASCs"). As of June 30, 1996, the
professional corporations and physician groups affiliated with the Company
employed 41 oncologists and 73 ophthalmologists and optometrists.
The Company believes that the markets for oncology and ophthalmology
services in the United States are large and growing. The National Cancer
Institute estimates that approximately one-third of all Americans will develop
cancer, with approximately 20% receiving multiple courses of radiation therapy.
Based on industry sources, the Company believes that revenues generated by
ophthalmologists and optometrists were in excess of $20 billion in 1994, with
approximately $4 billion attributable to ophthalmic services.
Oncology and ophthalmology share certain characteristics that make these
medical specialties suitable for operation by a single physician practice
management company, including patient demographics, an emphasis on outpatient
treatment and the importance of physician development and recruitment. EquiMed
believes that, because the cost of total patient care may be isolated for these
specialties, oncology and ophthalmology may provide opportunities for managed
care "carve outs." Further, by consolidating multiple physician practices, the
Company expects to achieve certain efficiencies and overhead cost savings
through centralized management and financial control.
The Company's strategy is to continue to grow its physician networks
through increased penetration of existing markets and expansion into new markets
by: (i) acquiring and affiliating with physicians and physician groups; (ii)
developing and forming specialty independent practice associations ("IPAs") and
management service organizations ("MSOs"); (iii) contracting with health
maintenance organizations ("HMOs") and other managed care organizations; and
(iv) providing and implementing more sophisticated management information
systems. In accordance with its strategy, the Company intends to acquire
additional radiation oncology centers and ophthalmology practices, as well as
complementary subspecialty practices, including medical oncology, urology,
pulmonology, glaucoma and retina specialists. EquiMed believes that the addition
of these subspecialities and the development of additional ASCs will enable the
Company to provide for a comprehensive range of oncology and ophthalmology
services.
EquiMed was incorporated as a Delaware corporation in October 1995 and
commenced operations on February 2, 1996, upon the merger between EquiVision,
Inc., a Pennsylvania corporation ("EquiVision"), and the Colkitt Oncology Group,
a Delaware corporation (the "Oncology Group"), and the subsequent merger of
EquiVision, as a combined entity, with and into EquiMed, which merger also
effected a one-for-two reverse stock split (the "Merger"). The Oncology Group
was formed in order to facilitate the acquisition by EquiVision and the
subsequent acquisition by EquiMed of the stock or assets of various
corporations, partnerships and joint ventures which owned or controlled 30
radiation centers. EquiVision was incorporated in October 1991 and began
operations upon the acquisition of an ophthalmology center
3
<PAGE>
effective January 1, 1992. EquiVision completed its initial public offering in
November 1993 and has been a reporting company under the Securities Exchange Act
of 1934 since that time.
The Company's principal offices are located at 3754 LaVista Road, Tucker,
Georgia 30084-5637 and its telephone number is (404) 320-6211.
IMPORTANT FACTORS REGARDING FORWARD-LOOKING STATEMENTS
Some of the information presented in this Prospectus constitutes forward
looking statements within the meaning of the Private Securities Litigation
Reform Act of 1995. Although the Company believes that its expectations are
based on reasonable assumptions within the bounds of its knowledge of its
business and operations, there can be no assurance that actual results of the
Company's physician management operations will not differ materially from its
expectations. Factors which could cause actual results to differ from
expectations include, among others, uncertainty of whether the Company's
physician practice management activities will continue to be successful,
uncertainties related to integrating operating entities following the merger of
EquiVision with and into the Company, uncertainties related to future
acquisitions, uncertainties related to the demand for the services provided for
by the Company, dependence on reimbursement by third party payors related to
state and federal government regulation of business, risks related to goodwill
write-off, and the uncertainty of whether the combination of operating cash
flows and existing liquidity sources will be sufficient to fund the Company's
growth and operations. Specific reference is made to the risks and uncertainties
described in "Risk Factors" herein.
4
<PAGE>
RISK FACTORS
The following risk factors, in addition to the other information contained
in this Prospectus and in the documents incorporated herein by reference, should
be considered carefully before purchasing any of the Shares offered hereby.
Uncertainty Related to Integrating Operating Entities. Although EquiVision
had been in existence since 1991, and certain companies comprising the Oncology
Group had been operating since February 1987, the Company has conducted
operations as a combined entity only since February 2, 1996. In addition, the
Company's management does not have extensive experience in multiple specialty
physician practices, or in the operation of a company as large as the combined
entity. There can be no assurance that the Company will be successful in
integrating the recently combined operations or that the results of operations
of the Company will not be adversely affected by such integration.
Dependence on Acquisitions for Future Growth. A major element of the
Company's business strategy is to continue to pursue acquisitions that either
expand or complement its business in new or existing markets. Some of these
acquisitions may involve practices in complementary medical specialties in which
the Company is not currently engaged. There can be no assurance that the Company
will be able to identify and acquire acceptable acquisition candidates on terms
favorable to the Company and in a timely manner to the extent necessary to
fulfill its expansion plans. A substantial portion of the Company's capital
resources will be used for these acquisitions. Consequently, the Company may
require additional debt or equity financing for future acquisitions, which
additional financing may not be available on terms favorable to the Company, if
at all. If acceptable financing is unavailable, the Company may be unable to
complete its planned acquisition and to continue its expansion. The failure to
complete acquisitions and continue its expansion could have a material adverse
effect on the Company's financial performance. As the Company proceeds with its
acquisition strategy, it will continue to encounter risks associated with the
integration of acquisitions.
Risks Related to Goodwill. At June 30, 1996, the Company's consolidated
total assets were approximately $121 million, of which approximately $38
million, or approximately 31%, was goodwill. Goodwill is the excess of cost over
the fair value of the net assets of businesses acquired. There can be no
assurance that the value of such goodwill will ever be realized by the Company.
This goodwill is being amortized on a straight-line basis over 40 years. The
Company's policy is to evaluate on a quarterly basis whether events and
circumstances have occurred that indicate all or a portion of the carrying
amount of goodwill may no longer be recoverable, in which case an additional
charge to earnings would become necessary. Any future determination requiring
the write-off of a significant portion of unamortized goodwill would adversely
affect the Company's results of operations.
Possible Negative Effects of Government Regulation. The health care
industry is subject to extensive federal and state regulation. Changes in the
regulations or reinterpretations of existing regulations or new legislation may
significantly affect the Company. In certain states in which the Company
conducts and may conduct its business, general business corporations are not
permitted to practice medicine, exercise control over physicians who practice
medicine or engage in certain practices such as fee-splitting with physicians.
The corporate practice of medicine refers to the rendering directly, or through
employment, of medical services by a business corporation. The Company believes
that it is not engaged in the corporate practice of medicine. The Company enters
into service agreements with professional corporations which provide for the
assignment of substantially all revenues to the Company. These agreements also
reserve to the physicians exclusive authority to make all decisions regarding
medical care. The Company neither represents to the public that it offers
medical services nor purports to control the practice of medicine. There can be
no assurance, however, that regulatory authorities, courts or parties with which
the Company does business will not assert that it is engaged in the corporate
practice of medicine and seek relief prohibiting the Company or its affiliates
from carrying on their respective businesses or voiding existing contractual
relationships. As a result, the Company might be required to restructure its
contracts with payors or the affiliated professional medical corporations. Any
such restructuring could have a material adverse effect on the Company.
The Company is also subject to federal legislation that prohibits
activities and arrangements that provide kickbacks or other economic inducements
for the referral of business under Medicare and Medicaid programs. In
5
<PAGE>
addition, federal legislation currently restricts the ability of physicians to
refer Medicare or Medicaid patients to entities providing clinical laboratory
services, if the physician has an ownership interest in, or compensation
arrangement with, such entity. Effective January 1, 1995, the federal anti-
referral legislation extends to entities that provide certain other "designated
health services." Many states, including states in which the Company does
business, have similar anti-kickback and anti-referral laws. Noncompliance with
the federal anti-kickback legislation can result in exclusion from Medicare and
Medicaid programs and civil and criminal penalties. With respect to the self-
referral prohibition, the entity and the referring physician are prohibited from
receiving Medicare or Medicaid reimbursement for services rendered and civil
penalties may be assessed. Similar penalties are provided for violation of state
anti-kickback and anti-referral laws. The federal government has promulgated
"safe harbor" regulations that identify certain business and payment practices
which are deemed not to violate the federal anti-kickback statute. Although the
Company's business does not fall within these safe harbors, the Company believes
that its operations comply with all state and federal anti-referral and anti-
kickback laws. In addition, certain proposed health care reforms would expand
existing federal anti-kickback and anti-referral laws to apply to all health
care payors, not just Medicare or Medicaid. It is unclear how such proposals
would affect health care provider networks or other types of managed care
arrangements. There can be no assurance that the Company will be able to comply
with any new laws.
Federal and state laws regulate insurance companies, HMOs and other managed
care organizations. Many states also regulate the establishment and operation of
networks of health care providers. Generally, these laws do not apply to the
hiring and contracting of physicians by other health care providers. There can
be no assurance that regulators of the states in which the Company operates
would not apply these laws to require licensure of the Company's operations as
an HMO, an insurer or a provider network. The Company believes that it is in
compliance with these laws in the states in which it does business, but there
can be no assurance that interpretations of these laws by the regulatory
authorities in these states or in the states in which the Company may expand
will not require licensure or a restructuring of some or all of the Company's
operations. In the event that the Company is required to become licensed under
these laws, the licensure process can be lengthy and time consuming and, unless
the regulatory authority permits the Company to continue to operate while the
licensure process is progressing, the Company could experience a material
adverse change in its business while the licensure process is pending. In
addition, many of the licensing requirements mandate strict financial and other
requirements which the Company may not immediately be able to meet. Further,
once licensed, the Company would be subject to continuing oversight by and
reporting to the respective regulatory agency.
The Company's current plans to expand its business are dependent in part
upon its ability to secure requisite licenses, permits and approvals. In some
states these include certificates of need, which must be obtained before any new
service or capital expenditure can be undertaken to ensure compliance with the
state's projections of need for the service or expenditure. The obtaining of
certificates of need can be costly and time consuming and there can be no
assurance that they will be granted. There can be no assurance that such
licenses, permits and approvals can be obtained by the Company from the
applicable regulatory agencies for any or all of the Company's future projects.
If the Company is unable to obtain such approvals, its growth could be limited
and its business may be adversely affected.
The United States Congress is considering various plans to restructure the
financing and delivery of health care in the United States, including
implementation of major new federal regulatory initiatives. It is impossible at
this time to predict whether major reform legislation will be enacted by
Congress. It is possible, however, that even if federal health care reform
legislation is not enacted, one or more states will enact reforms. Depending on
the nature and extent of any reforms that are eventually enacted, there may be a
material adverse effect on the Company's revenues, operating margins and
profitability.
Dependence Upon Reimbursement by Third Party Payors; Cost Containment. The
Company derives a substantial portion of its net revenues directly or indirectly
from commercial insurance and government reimbursement or payment programs,
including Medicare and Medicaid. For the year ended December 31, 1995 and the
six months ended June 30, 1996, approximately 50.0% and 47.3%, respectively, of
the Company's net revenues came from Medicare payments. Both governmental and
nongovernmental payors have undertaken cost containment measures designed to
limit payments made to health care providers such as the Company. Continued cost
containment efforts by governmental and nongovernmental payors could have a
material adverse effect on the Company.
6
<PAGE>
Rates paid by nongovernmental insurers, including those which provide
Medicare supplemental insurance, are based on established physician, ASC and
hospital charges, and are generally higher than Medicare payment rates. A change
in the makeup of the Company's patient mix that results in a decrease in
patients covered by private insurance could adversely affect the Company's net
revenues and net income.
The federal government has implemented, through the Medicare program, a
resource-based relative value scale ("RBRVS") payment methodology for physician
services. The implementation of RBRVS reduced payment rates for certain of the
Company's procedures. RBRVS-type payment systems have been adopted by private-
sector third-party payors and may become the predominant payment methodology.
Implementation of such a program would reduce payments by private third-party
payors, and would materially adversely affect the Company's operating margins to
the extent that the cost of providing these procedures could not be
concomitantly reduced. There can be no assurance that any or all of these
reduced operating margins could be recouped by the Company through cost
reductions or otherwise.
Risks Associated with Managed Care Contracts. As an increasing percentage
of the population is covered by managed care organizations, the Company believes
that its success will, in part, be dependent upon its ability to negotiate
contracts with HMOs, employer groups and other private third party payors
pursuant to which services will be provided on a risk-sharing or capitated
basis. Under some of these agreements, the health care provider may accept a
predetermined amount per month per patient in exchange for providing all
necessary covered services to the patients covered under the agreement. These
contracts pass much of the risk of providing care from the payor to the
provider. The proliferation of these contracts in markets served by the Company
could result in greater predictability of revenues, but less certainty with
respect to expenses. There can, however, be no assurance that the Company will
be able to negotiate satisfactory arrangements on a risk-sharing or capitated
basis. In addition, to the extent that patients or enrollees covered by these
contracts require in the aggregate more frequent or extensive care than is
anticipated, operating margins may be reduced, or the revenues derived from
these contracts may be insufficient to cover the costs of the services provided.
As a result the Company may incur additional costs, which would reduce or
eliminate anticipated earnings under these contracts. Any such reduction or
elimination of earnings could have a material adverse affect on the Company's
results of operations.
Potential Liabilities Resulting from the Merger. As a result of the Merger,
the Company has assumed the liabilities of the Oncology Group as a defendant in
certain lawsuits. In addition, there are a number of other potential liabilities
to which the Company may be subject as a result of the Merger. Douglas R.
Colkitt, M.D., who was the primary shareholder of the Oncology Group, has agreed
to indemnify fully the Company against any losses incurred by the Company as a
result of such potential liabilities and has pledged shares of Common Stock in
connection with such indemnification. Under the terms of this indemnification
agreement, Dr. Colkitt will control and assume the expenses of the litigation
and the Company may not settle any claims raised in this litigation without the
consent of Dr. Colkitt. This litigation alleges damages between $8 million and
$30 million for claims including breach of fiduciary duty and damages in excess
of $50 million for losses allegedly incurred by the claimants in certain mergers
involving affiliates of the Oncology Group. There can be no assurance that the
Company will not incur losses as a result of such potential liabilities or that
the nature and extent of the indemnification or the value of the shares pledged
will be sufficient to reimburse the Company for any such losses.
Dependence on Qualified Health Care Professionals. The success of the
Company is dependent upon its continuing ability to recruit, train and retain
qualified health care professionals in new and existing markets. The Company
faces competition for these personnel from other health care providers, research
and academic institutions, government entities and other organizations. The
availability of such personnel is limited, and the inability to recruit and
maintain relationships with these individuals in certain geographic areas could
have a material adverse effect on the Company's future growth and operations.
There can be no assurance that the Company will be successful in hiring and
retaining qualified health care professionals. The unavailability of sufficient
numbers of qualified personnel could have a material adverse effect on the
Company's operations. In addition, a shortage of skilled personnel or the delay
resulting from a need to train personnel could have a material adverse effect on
the Company's results of operations.
Dependence on Key Individuals. The Company's success depends, to a
significant extent, upon a number of key individuals. The loss of the services
of one more of these individuals, including the Company's Chairman, Dr. Colkitt,
or its President and Chief Executive Officer, Larry W. Pearson, could have a
material adverse effect on the
7
<PAGE>
business on the Company. The Company believes that its future success will also
depend in part upon its ability to attract and retain qualified management
personnel. Competition for such personnel is intense and the Company competes
for qualified personnel with numerous other employers, some of whom have greater
financial and other resources than the Company. There can be no assurance that
the Company will be successful in attracting and retaining such personnel.
Control by Current Stockholder and Management. Dr. Colkitt, the Company's
Chairman of the Board and largest stockholder, owns or controls approximately
71.3% of the outstanding shares of Common Stock. All directors and executive
officers of the Company as a group own or control approximately 74.1% of the
outstanding shares of Common Stock. Accordingly, Dr. Colkitt, either alone or
with the Company's officers and directors, has the ability to control the
election of the Company's directors and the outcome of certain corporate actions
requiring stockholder approval and to control the business of the Company. Such
control could preclude any acquisition of the Company and could adversely affect
the price of the Common Stock.
Potential Conflicts of Interest from Related Party Transactions. There have
been and are currently transactions and agreements between the Company and its
predecessors and their respective officers, directors and affiliates, and
entities controlled by such officers, directors and affiliates, which were not
and may not in the future be on terms as favorable as the Company or its
predecessors could have obtained from a third party. Any future transactions and
agreements between the Company and such individuals and entities will be
approved by a majority of the Company's independent directors. See "Certain
Transactions."
Uncertainty Relating to Integrating Management Information Systems. As a
result of the combination of the Oncology Group and EquiVision businesses, the
Company has been integrating two different management information systems,
including systems relating to financial reporting and center operations. There
can be no assurance that such integration will be accomplished in a timely
manner, if at all. Delays in the integration of such systems may adversely
affect the Company's operations and financial results.
Highly Competitive Industry. The Company's businesses are highly
competitive. The Company's primary competitors for acquisition of physician
practices and patients are other health care providers. As a result of several
market factors and of increasing regulation in the health care industry, the
Company believes that others in the health care industry may adopt strategies
similar to those of the Company. Many of these potential competitors have
significantly greater resources than the Company. The Company's net revenues are
substantially dependent upon the continued success of the radiation oncology and
ophthalmology practices which it operates. These practices face competition from
several sources, including sole practitioners, single and multi-specialty
groups, hospitals and managed care organizations.
Potential Claims Affecting the Company's Industry; Insurance. In recent
years, physicians, hospitals and other participants in the health care industry
have become subject to an increasing number of lawsuits alleging medical
malpractice and related claims including those based on the withholding of
approval for necessary medical services. Many of these lawsuits involve large
claims and substantial defense costs. Although the Company does not engage in
the practice of medicine or provision of medical services, it has been subject
to malpractice claims in the past and there can be no assurance that the Company
will not become involved in such litigation in the future. The professional
corporations affiliated with the Company currently have medical malpractice
insurance and the Company is included as a named or additional insured on such
policies. Insurance coverage for medical malpractice suits which may be brought
against the Company may not be available or, if available, may not be sufficient
to cover the Company's expenses or losses.
Effect of Anti-Takeover Provisions. The Articles of Incorporation and
Bylaws of the Company contain several provisions authorized by the Delaware
General Business Corporation Law that may be deemed "anti-takeover" in nature,
which include a classified board of directors and authorization of shares of
Common Stock and preferred stock which the Board may issue without further
approval from stockholders, unless otherwise required by statute.
Volatility of Stock Price. There has been a history of significant
volatility in the market prices for shares of health care companies and smaller
capitalization companies generally, and it is likely that the market price of
the
8
<PAGE>
Common Stock will be highly volatile. To date, there has been a limited trading
market for the Common Stock. Prices for the Common Stock following this offering
may be influenced by many factors, including announcements of legislation or
regulation affecting the health care industry in general and reimbursement for
health care services in particular, the depth and liquidity of the market for
the Common Stock, investor perception of the Company and fluctuations in the
Company's operating results and market conditions.
Shares Eligible for Future Sale; Registration Rights. Sales of substantial
amounts of Common Stock in the public market following this offering could have
an adverse effect on the price of the Common Stock. The 10,000,000 shares
offered hereby will be eligible for sale in the public market from the date of
this Prospectus. See "Selling Stockholders." Certain stockholders of the Company
have certain demand or piggyback registration rights with respect to such shares
of Common Stock. Furthermore, the Company has registered on a Form S-8 the
approximately 1,600,000 shares issuable pursuant to the Company's Stock Option
Plan and certain non-qualified stock option grants and may register additional
shares to be issued from time to time in connection with acquisitions. Future
sales of such shares and such registrations could have an adverse effect on the
market price of the Common Stock or could result in dilution of the interests of
current stockholders.
SECURITIES COVERED BY THIS PROSPECTUS
This Prospectus covers shares of Common Stock which the Company may issue
from time to time in connection with its direct and indirect acquisition of
securities and assets of other businesses. The Company expects that the terms
upon which it may issue the shares will be determined through negotiations with
the shareholders or principal owners of the businesses whose securities or
assets are acquired. It is expected that the shares that are issued will be
valued at prices reasonably related to market prices for the Common Stock
prevailing either at the time an acquisition agreement is executed or at the
time an acquisition is consummated. In addition, the Company may issue shares in
satisfaction of currently outstanding or as yet unissued notes or warrants of
the Company which have been or may be issued in connection with acquisitions,
which notes or warrants are convertible into or exercisable for shares of Common
Stock of the Company.
With the consent of the Company, this Prospectus may also be used by
persons who have received or will receive from the Company shares of Common
Stock covered by this Prospectus and who may wish to sell such stock under
circumstances requiring or making desirable its use. In addition, this
Prospectus may be used, with the Company's consent, by pledgees, donees, or
assignees of such persons. The Company's consent to any such use may be
conditioned upon such persons' agreeing not to offer more than a specified
number of shares following supplements or amendments to this Prospectus, which
the Company may agree to use its best efforts to prepare and file at certain
intervals. The Company may require that any such offering be effected in an
organized manner through securities dealers.
Sales by means of this Prospectus may be made from time to time privately
at prices to be individually negotiated with the purchasers, or publicly through
transactions in the over-the-counter market (which may involve block
transactions), at prices reasonably related to market prices at the time of sale
or at negotiated prices. Broker-dealers participating in such transactions may
act as agent or as principal and, when acting as agent, may receive commissions
from the purchasers as well as from the sellers (if also acting as agent for the
purchasers). The Company may indemnify any broker-dealer participating in such
transactions against certain liabilities, including liabilities under the
Securities Act. Profits, commissions, and discounts on sales by persons who may
be deemed to be underwriters within the meaning of the Securities Act may be
deemed underwriting compensation under the Securities Act. Shareholders may also
offer shares of stock covered by this Prospectus by means of prospectuses under
other registration statements or pursuant to exemptions from the registration
requirements of the Securities Act, including sales which meet the requirements
of Rule 144 or Rule 145(d) under the Securities Act, and shareholders should
seek the advice of their own counsel with respect to the legal requirements for
such sales. This Prospectus may be supplemented or amended from time to time to
reflect its use for resales by persons who have received shares of Common Stock
for whom the Company has consented to the use of this Prospectus in connection
with such resales.
9
<PAGE>
PRICE RANGE OF COMMON STOCK
The Common Stock is traded on Nasdaq under the symbol "EQMD". The following
table sets forth the high and low sales prices for the Common Stock from
November 1993, the date of the Company's initial public offering, through
September 25, 1996
<TABLE>
<CAPTION>
High Low
---- ---
1994
- ----
<S> <C> <C>
First Quarter................................................ $ 9.50 $ 6.25
Second Quarter............................................... 10.00 5.75
Third Quarter ............................................... 11.00 9.00
Fourth Quarter............................................... 11.00 8.75
1995
- ----
First Quarter................................................ $10.25 $7.00
Second Quarter............................................... 10.25 7.00
Third Quarter................................................ 16.50 10.00
Fourth Quarter............................................... 14.75 9.50
1996
- ----
First Quarter................................................ $16.50 $12.00
Second Quarter .............................................. 13.25 6.75
Third Quarter (through September 25, 1996)................... 8.88 6.75
</TABLE>
On September 25, 1996, the closing sale price of the Common Stock on Nasdaq
was $8.44 per share. On September 25, 1996, there were approximately 94
shareholders of record of Common Stock and, based on security position listings,
the Company believes there were in excess of 2,200 beneficial holders of Common
Stock.
DIVIDEND POLICY
EquiMed has not paid cash dividends since its inception. It is anticipated
that EquiMed will retain all earnings for use in the expansion of the business
and therefore does not anticipate paying any cash dividends in the foreseeable
future. Any future payment of dividends will be at the discretion of the EquiMed
Board of Directors and will depend upon, among other things, earnings, financial
condition, capital requirements, level of indebtedness, contractual restrictions
with respect to the payment of dividends and other relevant factors.
10
<PAGE>
DESCRIPTION OF CAPITAL STOCK
Common Stock
The Company is authorized to issue 100,000,000 shares of Common Stock.
Holders of Common Stock are entitled to one vote for each share held on all
matters submitted to a vote of stockholders. There is no cumulative voting with
respect to the election of directors, with the result that the holders of more
than 50% of the shares voted in the election of Directors can elect all of the
Directors. Holders of Common Stock are entitled to receive ratably such
dividends, if any, as may be declared by the Board of Directors of the Company
out of funds legally available therefor. Upon the liquidation, dissolution or
winding up of the Company, the holders of Common Stock are entitled to receive
ratably the net assets of the Company after payment of all debts and
liabilities. Holders of Common Stock have no preemptive, subscription,
redemption or conversion rights.
The outstanding shares of Common Stock are, and the shares of Common Stock
offered by the Company in this offering, when issued and paid for, will be,
fully paid and nonassessable. As of September 23, 1996, there were 28,591,474
shares of Common Stock outstanding.
Preferred Stock
The Board of Directors is authorized, without further action by
stockholders, to issue from time to time up to 1,000,000 shares of Preferred
Stock in one or more series, and to fix the designations, preferences, powers,
and relative, participating, optional or special rights and the qualifications,
limitations or restrictions thereof, including dividend rights, conversion
rights, voting, rights and terms of redemption and liquidation preferences, any
or all of which may be greater than the rights of the Common Stock. The Board of
Directors, without stockholder approval, can from time to time issue Preferred
Stock with voting, conversion and other rights which could adversely affect the
voting power and other rights of the holders of Common Stock. Preferred Stock
could thus be issued quickly with terms calculated to delay or prevent a change
in control of the Company without any further actions by the stockholders. Under
certain circumstances this could have the effect of decreasing the market price
of the Common Stock. No shares of Preferred Stock have been issued and the
Company has no present plan to issue any such shares, nor is management aware of
any threatened transaction to obtain control of the Company.
"Anti-Takeover" Provisions
Although the Board of Directors is not presently aware of any takeover
attempts, the Articles of Incorporation and Bylaws of the Company contain
provisions which may be deemed to be "anti-takeover" in nature in that such
provisions may deter, discourage or make more difficult the assumption of
control of the Company by another corporation or person through a tender offer,
merger, proxy contest or similar transaction or series of transactions. These
provisions were adopted unanimously by the Board of Directors and approved by
the stockholders.
Authorized but Unissued Shares. One of these provisions is the
authorization of 100,000,000 shares of Common Stock and 1,000,000 shares of
Preferred Stock. These shares of Common Stock were authorized for the purpose of
providing the Board of Directors of the Company with as much flexibility as
possible to issue additional shares for proper corporate purposes including
equity financing, acquisitions, stock dividends, stock splits, employee
incentive plans, and other similar purposes which would include public offerings
or private placements. The Company has no agreements, commitments, or plans at
this time for the sale or use of the additional shares of Common Stock or
Preferred Stock. The issuance of shares of Preferred Stock may have an adverse
effect on the Company's stockholders. See "Preferred Stock." Stockholders of the
Company do not have preemptive rights with respect to the purchase of these
shares. Therefore, such issuance could result in a dilution of voting rights and
book value per share as to Common Stock of the Company.
11
<PAGE>
The Company's Articles of Incorporation and Bylaws also contain provisions
providing for the limitation of liability of directors and for the
indemnification of directors and officers to the full extent permitted under the
Delaware General Corporation Law.
Delaware Law Provisions. The Company is a Delaware corporation and is
subject to Section 203 of the Delaware General Corporation Law. In general,
Section 203 prevents an "interested stockholder" (defined generally as a person
owning 15% or more of a corporation's outstanding voting stock) from engaging in
a "business combination" with a Delaware corporation for three years following
the date such person became an interested stockholder unless (i) before such
person became an interested stockholder, the board of directors of the
corporation approved the transaction in which the interested stockholder became
an interested stockholder or approved the business combination; (ii) upon
consummation of the transaction that resulted in the interested stockholder
becoming an interested stockholder, the interested stockholder owns at least 85%
of the voting stock of the corporation outstanding at the time the transaction
commenced (excluding shares owned by persons who are both officers and directors
of the corporation, and held by certain employee stock ownership plans); or
(iii) following the transaction in which such person became an interested
stockholder, the business combination is approved by the board of directors of
the corporation and authorized at a meeting of stockholders by the affirmative
vote of the holders of at least two-thirds of the outstanding voting stock of
the corporation not owned by the interested stockholder.
General Effect of Anti-Takeover Provisions. The overall effect of these
provisions may be to deter a future tender offer or other takeover attempt that
some stockholders might view to be in their best interests as the offer might
include a premium over the market price of the Company's Common Stock at that
time. In addition, these provisions may have the effect of assisting the
Company's current management in retaining its position and place it in a better
position to resist changes which some stockholders may want to make if
dissatisfied with the conduct of the Company's business.
LEGAL MATTERS
The validity of the Common Stock offered hereby will be passed upon for the
Company by Ballard Spahr Andrews & Ingersoll, Philadelphia, Pennsylvania.
EXPERTS
The financial statements incorporated into this Prospectus by reference to
the Company's Annual Report on Form 10-K for the fiscal year ended December 31,
1995 have been audited by Ernst & Young LLP, independent auditors, as set forth
in their reports also thereon incorporated herein by reference. Such financial
statements have been incorporated herein by reference in reliance on such
reports given on the authority of such firm as experts in accounting and
auditing.
12
<PAGE>
================================================================================
No dealer, salesman or other person has been authorized to give any
information or to make any representation not contained in or incorporated by
reference in this Prospectus and, if given or made, such information or
representation must not be relied upon as having been authorized by the Company,
the Selling Stockholder or any underwriter. This Prospectus does not constitute
an offer to sell or a solicitation of an offer to buy any of the securities
offered hereby in any jurisdiction to any person to whom it is unlawful to make
such an offer in such jurisdiction. Neither the delivery of this Prospectus nor
any sale made hereunder shall, under any circumstances, create any implication
that the information herein is correct as of any time subsequent to the date
hereof or that there has been no change in the affairs of the Company since such
date.
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
----
<S> <C>
Available Information......................................................2
Incorporation of Certain Documents by Reference............................2
Summary....................................................................3
The Company................................................................3
Important Factors Regarding Forward-
Looking Statements.......................................................4
Risk Factors...............................................................5
Securities Covered by this Prospectus......................................9
Price Range of Common Stock...............................................10
Dividend Policy...........................................................10
Description of Capital Stock..............................................11
Legal Matters.............................................................12
Experts...................................................................12
</TABLE>
================================================================================
================================================================================
EQUIMED, INC.
10,000,000 Shares
Common Stock
P R O S P E C T U S
-------------------
September __, 1996
================================================================================
<PAGE>
PART II
Item 20. Indemnification of Directors and Officers.
The Bylaws of the Registrant provide for indemnification of
directors and officers of the Registrant in accordance with the indemnification
provisions of the Delaware General Corporation Law (the "DGCL"). The DGCL
permits indemnification of Directors and employees of a corporation under
certain conditions and subject to certain limitations.
The Registrant's Articles of Incorporation provide that, subject to
certain limitations, no Director shall be personally liable to the Registrant or
its stockholders for monetary damages for any breach of fiduciary duty by such
Director as a Director.
Item 21. Exhibits and Financial Statement Schedules.
(a) Exhibits
Exhibit
Number Description
- ------- -----------
2.1 Agreement and Plan of Merger by and among Douglas R.
Colkitt, Colkitt Oncology Group, Inc., EquiVision, Inc.
and the Company, as amended*
3.1 Certificate of Incorporation of the Company*
3.2 By-laws of the Company*
4.1 Form of certificate evidencing Common Stock, par value
$.0001 per share, of the Company*
5.1 Opinion of Ballard Spahr Andrews & Ingersoll***
10.1 Asset Purchase Agreement with Eye Surgery Center of
Louisiana dated September 1, 1992, as amended**
10.2 Services Agreement with Eye Surgery Center of Louisiana
dated September 1, 1992**
10.3 Ambulatory Surgery Center Development Agreement dated
September 1, 1992**
II-1
<PAGE>
10.4 Non-Competition Agreement between the Company and Stephen F.
Brint, M.D. dated September 1, 1992**
10.5 Employment Agreement with Stephen F. Brint, M.D. dated
September 1, 1992**
10.6 Equipment Lease between the Company and Stephen F. Brint,
M.D. dated September 1, 1992**
10.7 Equipment Lease between the Company and Eye Surgery Center
of Louisiana dated September 1, 1992**
10.8 Form of EquiVision, Inc. Services Agreement, as amended*
10.9 Form of EquiVision, Inc. Physician Employment Agreement**
10.10 Form of Option to Purchase Stock of Professional
Corporation, as amended*
10.11 Employment Agreement between EquiVision, Inc. and Larry W.
Pearson dated January 1, 1996*
10.12 Employment Agreement between EquiVision, Inc. and R. Lee
Robinson dated December 22, 1995*
10.13 Employment Agreement between EquiVision, Inc. and William E.
Pritts II dated November 15, 1995*
10.14 Stock Option Agreement between EquiVision, Inc. and Douglas
R. Colkitt, M.D. dated July 1, 1993**
10.15 Master Equipment Lease dated February 19, 1993 between D&T
Leasing Limited Partnership and EquiVision, Inc.**
10.16 Johnson & Johnson Finance Corporation Promissory Note and
Loan and Security Agreement dated July 24, 1992**
10.18 Credit Agreement dated as of February 24, 1995 by and among
EquiVision, Inc., the lenders referred to therein, and First
Union National Bank of North Carolina, as Agent**
II-2
<PAGE>
10.19 Common Stock Purchase Warrant dated February 24, 1995 issued
to First Union National Bank of North Carolina**
10.20 Form of Billing Services Agreement with National Medical
Financial Services Corporation*
10.21 Form of Cancer Treatment Center Management Services
Agreement*
10.22 Form of Practice Management Services Agreement (Type I)*
10.23 Form of Practice Management Services Agreement (Type II)*
10.25 Form of Stock Option Agreement*
10.26 Form of Master Assignment of the Stock Option Agreements*
10.27 Form of Stock Pledge Agreement between Colkitt and the
Company*
11.1 Statement re: computation of net earnings per share
23.1 Consent of Ernst & Young LLP
23.2 Consent of Ballard Spahr Andrews & Ingersoll***
- --------------------------------
* Incorporated by reference to the Company's Registration Statement on Form
SB-2 (No. 33-98058).
** Incorporated by reference to the Company's Registration Statement on
Form SB-2 (No. 33-66510-A).
*** To be filed by amendment.
Item 22. 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-3
<PAGE>
(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.
Notwithstanding the foregoing, any increase or decrease in volume of securities
offered (if the total dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rate 424(b) if, in the aggregate, the
changes in volume and price represent to more than a 20% change in the maximum
aggregate offering price set forth in the "Calculation of Registration Fee"
table in the effective 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) of this
section do not apply if the registration statement is on Form S-3, Form S-8 or
Form F-3, and the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed with or
furnished to the Commission 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.
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.
The undersigned registrant hereby undertakes to deliver or cause to
be delivered with the prospectus, to each person to whom the prospectus is sent
or given, the latest annual report to security holders that is incorporated by
reference in the prospectus and furnished pursuant to and meeting the
requirements of Rule 14a-3 or Rule 14c-3 under the Securities Exchange Act of
1934; and, where interim financial information required to be presented by
Article 3 of Regulation S-X are not set forth in the prospectus, to deliver, or
cause to be delivered to each person to whom the prospectus is sent or given,
the latest quarterly report that is specifically incorporated by reference in
the prospectus to provide such interim financial information.
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 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 pubic policy as expressed in the Act and will
be governed by the final adjudication of such issue.
II-4
<PAGE>
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 Tucker, State of Georgia,
on September 26, 1996.
EQUIMED, INC.
By: /s/ Larry W. Pearson
-----------------------------
Larry W. Pearson, President
and 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 indicated on September 26, 1996.
/s/ Larry W. Pearson President, Chief
- ----------------------------------- Executive Officer and Director
Larry W. Pearson (Principal Executive Officer)
/s/ William E. Pritts II Chief Financial Officer
- ----------------------------------- (Principal Financial Officer)
William E. Pritts II
/s/ Douglas R. Colkitt Chairman
- -----------------------------------
Douglas R. Colkitt
/s/ Jerome D. Derdel Director
- -----------------------------------
Jerome D. Derdel
/s/ Brian C. Smith Director
- -----------------------------------
Brian C. Smith
/s/ Stephen F. Brint Director
- -----------------------------------
Stephen F. Brint
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
Number Description
- ------ -----------
<S> <C>
2.1 Agreement and Plan of Merger by and
among Douglas R. Colkitt, Colkitt
Oncology Group, Inc., EquiVision, Inc.
and the Company, as amended*
3.1 Certificate of Incorporation of the
Company*
3.2 By-laws of the Company*
4.1 Form of certificate evidencing Common
Stock, par value $.0001 per share, of the
Company*
5.1 Opinion of Ballard Spahr Andrews &
Ingersoll***
10.1 Asset Purchase Agreement with Eye
Surgery Center of Louisiana dated
September 1, 1992, as amended**
10.2 Services Agreement with Eye Surgery
Center of Louisiana dated September 1,
1992**
10.3 Ambulatory Surgery Center Development
Agreement dated September 1, 1992**
10.4 Non-Competition Agreement between the
Company and Stephen F. Brint, M.D.
dated September 1, 1992**
10.5 Employment Agreement with Stephen F.
Brint, M.D. dated September 1, 1992**
10.6 Equipment Lease between the Company
and Stephen F. Brint, M.D. dated
September 1, 1992**
10.7 Equipment Lease between the Company
and Eye Surgery Center of Louisiana
dated September 1, 1992**
10.8 Form of EquiVision, Inc. Services
Agreement, as amended*
10.9 Form of EquiVision, Inc. Physician
Employment Agreement**
</TABLE>
<PAGE>
<TABLE>
<S> <C>
10.10 Form of Option to Purchase Stock of
Professional Corporation, as amended*
10.11 Employment Agreement between
EquiVision, Inc. and Larry W. Pearson
dated January 1, 1996*
10.12 Employment Agreement between
EquiVision, Inc. and R. Lee Robinson
dated December 22, 1995*
10.13 Employment Agreement between
EquiVision, Inc. and William E. Pritts II
dated November 15, 1995*
10.14 Stock Option Agreement between
EquiVision, Inc. and Douglas R. Colkitt,
M.D. dated July 1, 1993**
10.15 Master Equipment Lease dated February
19, 1993 between D&T Leasing Limited
Partnership and EquiVision, Inc.**
10.16 Johnson & Johnson Finance Corporation
Promissory Note and Loan and Security
Agreement dated July 24, 1992**
10.18 Credit Agreement dated as of February 24,
1995 by and among EquiVision, Inc., the
lenders referred to therein, and First Union
National Bank of North Carolina, as Agent**
10.19 Common Stock Purchase Warrant dated
February 24, 1995 issued to First Union
National Bank of North Carolina**
10.20 Form of Billing Services Agreement with
National Medical Financial Services
Corporation*
10.21 Form of Cancer Treatment Center
Management Services Agreement*
10.22 Form of Practice Management Services
Agreement (Type I)*
10.23 Form of Practice Management Services
Agreement (Type II)*
10.25 Form of Stock Option Agreement*
10.26 Form of Master Assignment of the Stock
Option Agreements*
</TABLE>
II-7
<PAGE>
<TABLE>
<S> <C>
10.27 Form of Stock Pledge Agreement
between Colkitt and the Company*
11.1 Statement re: computation of net
earnings per share
23.1 Consent of Ernst & Young LLP
23.2 Consent of Ballard Spahr Andrews &
Ingersoll***
</TABLE>
- ---------------------------------
* Incorporated by reference to the Company's Registration Statement on Form
SB-2 (No. 33- 98058).
** Incorporated by reference to the Company's Registration Statement on Form
SB-2 (No. 33-66510- A).
*** To be filed by amendment.
II-8
<PAGE>
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-4 No. _________) and the related Prospectus of
EquiMed, Inc. (successor to EquiVision, Inc.) for the shelf registration of
10,000,000 shares of its common stock and to the incorporation by reference
therein of our reports (a) dated March 1, 1996, with respect to the consolidated
financial statements and schedules of EquiVision, Inc. and (b) dated March 20,
1996, with respect to the combined statements of Colkitt Oncology Group included
in its Annual Report (Form 10-K) for the year ended December 31, 1995, filed
with the Securities and Exchange Commission and (c) dated June 12, 1996, with
respect to the combined financial statements of E. Ronald Salvitti, M.D., Inc.,
Washington Optical, Inc., Wallace Eye Surgery, Ltd., and The Laser & Surgery
Center, Inc. included in its Current Report on Form 8-K dated September 24,
1996, filed with the Securities and Exchange Commission.
ERNST & YOUNG LLP
Atlanta, Georgia
September 20, 1996
