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As filed with the Securities and Exchange Commission on October 3, 1996
Registration No. 333-12595
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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
---------------
AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
EQUIMED, INC.
(Successor to EquiVision, Inc.)
(Exact name of registrant as specified in its charter)
Delaware 25-1668112
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
3754 La Vista 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
3754 La Vista Road
Tucker, Georgia 30084-5637
(404) 320-6211
(Name, address, including zip code, and telephone number,
including area code, of agent for services)
Copies to:
Justin P. Klein, Esq.
Gerald J. Guarcini, Esq.
Ballard Spahr Andrews & Ingersoll
1735 Market Street, 51st Floor
Philadelphia, Pennsylvania 19103
(215) 665-8500
Approximate date of commencement of proposed sale to the public: From time
to time after the Registration Statement becomes effective.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [_]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [X]
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.
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SUBJECT TO COMPLETION, DATED OCTOBER 3, 1996
PROSPECTUS
11,213,193 Shares
EquiMed, Inc.
Common Stock
This Prospectus relates to 11,213,193 shares of common stock, par value
$.0001 per share ("Common Stock") of EquiMed, Inc., a Delaware corporation (the
"Company" or "EquiMed"), which may be offered for sale from time to time by
certain of the Company's stockholders (the "Selling Stockholders,") or by their
pledgees, donees, transferees or other successors in interest, to or through
underwriters or directly to other purchasers or through agents in one or more
transactions at varying prices determined at the time of sale or at negotiated
prices. See "Plan of Distribution". The Company will not receive any proceeds
from the sale of shares of Common Stock by the Selling Stockholders.
The Common Stock is quoted on the Nasdaq National Market under the
symbol "EQMD". On October 2, 1996 the last reported sale price of the Common
Stock as reported by Nasdaq was $7.38 per share.
_____________________
PROSPECTIVE INVESTORS SHOULD CAREFULLY CONSIDER THE DISCUSSION
CAPTIONED "RISK FACTORS" BEGINNING ON PAGE 5 OF THIS PROSPECTUS.
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.
This date of this Prospectus is October __, 1996
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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-3 (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.
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(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 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.
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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 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
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operations upon the acquisition of an ophthalmology center 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.
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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
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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 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
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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.
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
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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
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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 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
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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 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 11,213,193
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.
USE OF PROCEEDS
The Company will not receive any proceeds from any sale of shares of
Common Stock by the Selling Stockholders.
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SELLING STOCKHOLDERS
The 11,213,193 shares of Common Stock covered hereby may be offered
for sale from time to time by the Selling Stockholders, or by their pledgees,
donees, transferees or other successors in interest. The table below sets forth
certain information regarding ownership of the Company's Common Stock by the
Selling Stockholders as of the date hereof, the number of shares to be sold by
them under this Prospectus and the percentage ownership before and after the
offering.
<TABLE>
<CAPTION>
Percentage of Total
Number of ----------------------
Name of Number of Shares Before After
Beneficial Owner Shares Owned Offered Offering Offering(1)
- --------------- --------------- --------- --------- -----------
<S> <C> <C> <C> <C>
Douglas R. Colkitt 20,389,880(2) 5,000,000 71.3% 37.2%
GFL Advantage Fund Limited 2,000,000(3) 2,000,000 7.0% *
Jerome Derdel 2,010,933(4) 1,990,933 7.0% *
E. Ronald Salvitti 707,930 707,930 7.0% *
R. Bruce Wallace, III 402,685 402,685 2.5% *
David Nehme 315,368 315,368 1.1% *
Michael J. Feifarek 38,095 38,095 * *
Abdurraham Unal 142,738(6) 132,738 * *
Jude Spak 70,244(7) 66,369 * *
Raymond Caravan 68,369(7) 66,369 * *
Jason Istak 66,369(5) 66,369 * *
William Walker 53,068(5) 53,068 * *
Leonard Schwartz 33,115(5) 33,115 * *
Gail Katz 33,115(5) 33,115 * *
Bradford Wright 33,115(5) 33,115 * *
Harold Wodinsky 33,115(5) 33,115 * *
Jesse Townzen 33,115(5) 33,115 * *
Michael Christensen 33,115(5) 33,115 * *
David Dukich 33,315(8) 33,115 * *
Robert Beauvais 33,215(8) 33,115 * *
Joseph Bowman 33,115(5) 33,115 * *
Linda Lee 14,476(9) 9,976 * *
Samir Darwish 9,976(5) 9,976 * *
Daniel Beckett 9,976(5) 9,976 * *
Adam Bader 9,976(5) 9,976 * *
Mitchell Jarosz 9,976(5) 9,976 * *
James Matthews 6,651(5) 6,651 * *
John Ondos 3,325(5) 3,325 * *
Ronald McFarland 3,325(5) 3,325 * *
David Van Buskirk 4,325(10) 3,325 * *
Robert Seagears 3,325(5) 3,325 * *
Ronald Diglaimo 3,775(10) 3,325 * *
Jonathan Phillips 2,078(5) 2,078 * *
</TABLE>
11
<PAGE>
- ------------------------------
(1) Assumes the sale by the Selling Stockholders or by their pledgees, donees,
transferees or other successors in interest of all of the shares of Common
Stock offered hereby.
(2) Dr. Colkitt has executed an exchangeable note (the "Note") in the principal
amount of $10,000,000 bearing interest at the rate of 4% per annum to be
repaid to GFL Advantage Fund Limited ("Advantage") in August 1998.
Interest on the Note may be paid in whole or in part, at the option of Dr.
Colkitt, in shares of the Company's Common Stock owned by Dr. Colkitt. Dr.
Colkitt has pledged 2,000,000 shares of the Company's Common Stock owned by
Dr. Colkitt to Advantage to secure his obligations relating to the Note.
Advantage has the right to exchange the unpaid principal amount of the Note
for shares of the Company's Common Stock owned by Dr. Colkitt in amounts
determined in accordance with a formula set forth in the Note. However,
the Note provides that Advantage may not exchange the Note at any time to
acquire a number of shares of Common Stock in excess of that number which
would result in beneficial ownership of more than 4.9% of the Company's
outstanding Common Stock at any time. Dr. Colkitt has also granted to
certain individuals options to purchase certain shares of Common Stock
owned by him, which shares may be sold pursuant to this Prospectus.
(3) The amount shown is also included in the shares of Common Stock shown as
beneficially owned by Dr. Colkitt. The shares of Common Stock which may be
offered by Advantage may be acquired upon exchange of principal on the Note
or in payment of interest on the Note or may be offered in connection with
execution on the pledge of shares of Common Stock to Advantage. See Note
(2) above.
(4) Includes options to purchase 1,990,933 shares granted to such holder by Dr.
Colkitt.
(5) Represents shares issuable upon the exercise of options granted by Dr.
Colkitt.
(6) Includes options to purchase 132,738 shares granted to such holder by Dr.
Colkitt.
(7) Includes options to purchase 66,369 shares granted to such holder by Dr.
Colkitt.
(8) Includes options to purchase 33,115 shares granted to such holder by Dr.
Colkitt.
(9) Includes options to purchase 9,976 shares granted to such holder by Dr.
Colkitt.
(10) Includes options to purchase 3,325 shares granted to such holder by Dr.
Colkitt.
Relationship Between the Company and the Selling Stockholders
Dr. Colkitt is the Chairman of the Board and largest stockholder of the
Company. Dr. Derdell is a director of the Company. In addition, some of the
Selling Stockholders are present or former employees of the Company or its
predecessor, the Oncology Group.
12
<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 October 2, 1996, there were
28,591,474 shares of Common Stock outstanding held by an estimated 2,200
stockholders.
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
13
<PAGE>
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.
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.
14
<PAGE>
PLAN OF DISTRIBUTION
Any distribution of the shares of Common Stock by the Selling
Stockholders, or by a pledgee, donee, transferee or other successors in
interest, may be effected from time to time in one or more of the following
transactions: (a) to underwriters who will acquire shares of Common Stock for
their own account and resell them in one or more transactions, including
negotiated transactions, at a fixed public offering price or at varying prices
determined at the time of sale (any public offering price and any discount or
concessions allowed or reallowed or paid to dealers may be changed from time to
time); (b) through brokers, acting as principal or agent, in transactions (which
may involve block transactions) on the Nasdaq National Market, or on one or more
exchanges on which the Common Stock is then listed, in special offerings,
exchange distributions pursuant to the rules of the applicable exchanges or in
the over-the-counter market, or otherwise, at market prices prevailing at the
time of sale, at prices related to such prevailing market prices, at negotiated
prices or at fixed prices; or (c) directly or through brokers or agents in
private sales at negotiated prices, or by any other legally available means.
The Selling Stockholders and such underwriters, brokers, dealers or
agents, upon effecting a sale of shares of Common Stock, may be considered
"underwriters" as that term is defined by the Securities Act.
Underwriters participating in any offering made pursuant to this
Prospectus (as amended or supplemented from time to time) may receive
underwriting discounts and commissions, and discounts or concessions may be
allowed or reallowed or paid to dealers, and brokers or agents participating in
such transaction may receive brokerage or agent's commissions or fees.
At the time a particular offering of shares of Common Stock is made,
to the extent required, a Prospectus Supplement will be distributed which will
set forth the amount of shares of Common Stock being offered and the terms of
the offering, including the purchase price or public offering price, the name or
names of any underwriters, dealers or agents, the purchase price paid by any
underwriter for shares of Common Stock purchased from the Selling Stockholders,
any discounts, commissions and other items constituting compensation from the
Selling Stockholders and any discounts, commissions or concessions allowed or
reallowed or paid to dealers.
In order to comply with the securities laws of certain states, if
applicable, the shares of Common Stock will be sold in such jurisdictions, if
required, only through registered or licensed brokers or dealers. In addition,
in certain states the shares of Common Stock may not be sold unless the shares
of Common Stock have been registered or qualified for sale in such state or an
exemption from registration or qualification is available.
The Company has agreed that all costs, expenses and fees in connection
with the registration of the shares of Common Stock will be borne by the
Company. Commissions and discounts, if any, attributable to the sale of the
shares of Common Stock will be borne by the Selling Stockholders. The Selling
Stockholders may agree to indemnify any agent, dealer or broker-dealer that
participates in transactions involving sales of the shares of Common Stock
against certain liabilities, including liabilities arising under the Securities
Act.
15
<PAGE>
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 thereon incorporated 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.
16
<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............... 1
Incorporation of Certain Documents
by Reference...................... 1
The Company......................... 3
Risk Factors........................ 4
Use of Proceeds..................... 10
Selling Stockholders................ 10
Description of Capital Stock........ 11
Plan of Distribution................ 13
Legal Matters....................... 14
Experts............................. 14
</TABLE>
========================================
========================================
EQUIMED, INC.
11,213,193 Shares
Common Stock
P R O S P E C T U S
------------------
October , 1996
========================================
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The following is a list of the estimated expenses to be incurred by
the Registrant in connection with the issuance and distribution of the shares of
Common Stock being registered hereby.
<TABLE>
<CAPTION>
<S> <C>
SEC Registration Fee............ $30,468.95
Accountants' Fees and Expenses.. 1,000.00
Legal Fees and Expenses......... 7,000.00
Miscellaneous................... 1,531.05
----------
Total $40,000.00
</TABLE>
Item 15. 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 16. Exhibits.
Exhibit
Number Description
- ------ -----------
5.1 Opinion of Ballard Spahr Andrews
& Ingersoll as to legality of
Company's Common Stock being
registered.*
23.1 Consent of Ernst & Young LLP.**
23.2 Consent of Ballard Spahr Andrews
& Ingersoll (included in Exhibit
5.1).*
- --------------------
* Filed herewith.
** Filed previously.
II-1
<PAGE>
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.
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 Rule 424(b) if, in the aggregate, the
changes in volume and price represent 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
II-2
<PAGE>
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.
The undersigned registrant hereby undertakes that:
(1) For purposes of determining any liability under the Securities
Act of 1933, the information omitted from the form of prospectus filed as part
of this registration statement in reliance upon Rule 430A and contained in a
form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or
497(h) under the Securities Act shall be deemed to be part of this registration
statement as of the time it was declared effective.
(2) For the purpose of determining any liability under the
Securities Act of 1933, each post-effective amendment that contains a form of
prospectus shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
II-3
<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 on Form S-3 to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Tucker, State of Georgia, on October 2, 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 below by the following persons, in the
capacities indicated, on October 2, 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
Exhibit
Number Description
- ------ -----------
5.1 Opinion of Ballard Spahr Andrews
& Ingersoll as to legality of
Company's Common Stock being
registered.*
23.1 Consent of Ernst & Young LLP.**
23.2 Consent of Ballard Spahr Andrews
& Ingersoll (included in Exhibit
5.1).*
- -----------------
* Filed herewith.
** Filed previously.
<PAGE>
[LETTERHEAD OF BALLARD SPAHR ANDREWS & INGERSOLL APPEARS HERE]
Exhibit 5.1
and Exhibit 23.2
October 3, 1996
EquiMed, Inc.
3754 LaVista Road
Tucker, Georgia 30084-5637
Gentlemen:
We have acted as your counsel in connection with the proposed sale of
shares of common stock by certain Selling Stockholders named in the Registration
Statement of Form S-3, and filed with the Securities and Exchange Commission
under the Securities Act of 1933, as amended.
In this connection, we have examined and relied upon such corporate records
and other documents, instruments and certificates and have made such other
investigation as we deemed appropriate as the basis for the opinion set forth
below.
Based upon the foregoing, we are of the opinion that the shares of common
stock to be sold by the Selling Stockholders have been duly authorized and, when
duly executed, delivered and paid for will be duly and validly issued, fully
paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to this firm under the caption
"Legal Matters" in the Prospectus forming a part thereof.
Very truly yours,
/s/ Ballard Spahr Andrews & Ingersoll
<PAGE>
[LETTERHEAD OF BALLARD SPAHR ANDREWS & INGERSOLL APPEARS HERE]
Exhibit 5.1
and Exhibit 23.2
October 3, 1996
EquiMed, Inc.
3754 LaVista Road
Tucker, Georgia 30084-5637
Gentlemen:
We have acted as your counsel in connection with the proposed sale of
shares of common stock by certain Selling Stockholders named in the Registration
Statement of Form S-3, and filed with the Securities and Exchange Commission
under the Securities Act of 1933, as amended.
In this connection, we have examined and relied upon such corporate records
and other documents, instruments and certificates and have made such other
investigation as we deemed appropriate as the basis for the opinion set forth
below.
Based upon the foregoing, we are of the opinion that the shares of common
stock to be sold by the Selling Stockholders have been duly authorized and, when
duly executed, delivered and paid for will be duly and validly issued, fully
paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to this firm under the caption
"Legal Matters" in the Prospectus forming a part thereof.
Very truly yours,
/s/ Ballard Spahr Andrews & Ingersoll
