<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 10, 1996
REGISTRATION NO. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
___________________________
FORM S-3
REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933
__________________________
PEDIATRIC SERVICES OF AMERICA, INC.
(Exact name of Registrant as specified in its charter)
DELAWARE 58-1873345
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
3159 CAMPUS DRIVE
NORCROSS, GEORGIA 30071-1042
(770) 441-1580
(Address, including zip code, and telephone number,
including area code, of Registrant's principal executive offices)
JOSEPH D. SANSONE
PRESIDENT
PEDIATRIC SERVICES OF AMERICA, INC.
3159 CAMPUS DRIVE
NORCROSS, GEORGIA 30071-1042
(770) 441-1580
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
------------------------------------------------
Copies of Communications to:
SUSAN E. DIGNAN, ESQ. THOMAS WARDELL, ESQ.
GENERAL COUNSEL LONG, ALDRIDGE & NORMAN
PEDIATRIC SERVICES OF AMERICA, INC. ONE PEACHTREE CENTER, SUITE 5300
3159 CAMPUS DRIVE 303 PEACHTREE STREET
NORCROSS, GEORGIA 30071-1042 ATLANTA, GEORGIA 30308-3201
(770) 441-1580 (404) 527-4000
------------------------------------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From
time to time after the Registration Statement becomes effective.
------------------------------------------------
If any of the securities 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]
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Title of shares Amount Proposed maximum Proposed maximum Amount of
to be to be offering price per aggregate offering registration
registered registered share(1) price(1) fee(1)
- -----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $.01 par value per share 845,006 $24.375 $20,597,021 $7,103
- -----------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Pursuant to Rule 457(c), the proposed offering price and registration fee
are based upon the average of the high and low prices of the Registrant's Common
Stock as reported on the Nasdaq National Market System on June 5, 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>
PROSPECTUS
845,006 SHARES
PEDIATRIC SERVICES OF AMERICA, INC.
COMMON STOCK
The 845,006 shares (the "Shares") of common stock, par value $.01
per share (the "Common Stock"), of Pediatric Services of America, Inc.
(the "Company") offered hereby are being offered for the account of the
individuals described hereafter as "Selling Stockholders" (the "Selling
Stockholders"). The Company will not receive any of the proceeds from
the sale of Shares by the Selling Stockholders. See "Selling
Stockholders."
The Selling Stockholders may sell the Shares offered hereby from
time to time, with such sales to be primarily through market transactions
effected through registered broker dealers on The Nasdaq National Market
or such other national securities exchange or automated interdealer
quotation system on which shares of the Company's Common Stock are then
listed at market prices prevailing at the time of the sale. Such brokers
or dealers may receive compensation in the form of commissions or
otherwise in such amounts as may be negotiated by them. As of the date
of this Prospectus, no agreements have been reached for the sale of the
Shares or the amount of any compensation to be paid to brokers or dealers
in connection therewith. The Selling Stockholders will bear all expenses
in connection with the registration and sale of the Shares being offered
hereby, including commissions, concessions or discounts to brokers or
dealers and fees and expenses of counsel or other advisors to the Selling
Stockholders and the fees of counsel to the Company. See "Plan of
Distribution."
The Common Stock of the Company is traded on The Nasdaq National
Market under the symbol "PSAI." On June 5, 1996, the last reported sale
price of the Company's Common Stock on The Nasdaq National Market was
$24.50 per share.
_________________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAP-
PROVED BY THE SECURITIES AND EXCHANGE COMMIS-
SION OR ANY STATE SECURITIES COMMISSION NOR
HAS THE COMMISSION OR ANY STATE SECURI-
TIES COMMISSION PASSED UPON THE AC-
CURACY OR ADEQUACY OF THIS PRO-
SPECTUS. ANY REPRESENTATION
TO THE CONTRARY IS A
CRIMINAL OFFENSE.
_________________
The date of this Prospectus is June __, 1996.
-1-
<PAGE>
No person has been authorized in connection with this offering to
give any information or to make any representation not contained 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. Neither the delivery of this Prospectus nor
any sales hereunder shall under any circumstances create any implication
that the information contained herein is correct as of any time
subsequent to the date hereof or the dates as of which information is
otherwise set forth or incorporated by reference herein. This Prospectus
does not constitute an offer to sell or a solicitation of an offer to
purchase any securities other than those to which it relates or an offer
to any person in any jurisdiction where such offer or solicitation would
be unlawful.
AVAILABLE INFORMATION
Additional information regarding the Company and the Shares offered
hereby is contained in the Registration Statement on Form S-3 (of which
this Prospectus forms a part) and the exhibits relating thereto (the
"Form S-3 Registration Statement") filed by the Company with the
Securities and Exchange Commission (the "Commission") under the
Securities Act of 1933, as amended (the "1933 Act"). The Company is
subject to the informational requirements of the Securities Exchange Act
of 1934, as amended (the "1934 Act"), and in accordance therewith files
reports, proxy statements, information statements and other information
with the Commission. Such reports, proxy statements, information
statements and other information can be inspected and copied at the
public reference facilities of the Commission at Room 1024, 450 Fifth
Street, N.W., Washington, D.C. 20549, and at the Commission's regional
offices at CitiCorp Center, 500 West Madison Street, Suite 1400, Chicago,
Illinois 60661 and 7 World Trade Center, 13th Floor, New York, New York
10048. 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. Such reports, proxy statements and other
information also may be inspected at the offices of The Nasdaq Stock
Market, Inc., 1735 K Street, N.W., Washington, D.C. 20006-1500.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents heretofore filed by the Company with the
Commission pursuant to the 1934 Act hereby are incorporated by reference
into this Prospectus as of their respective dates:
(1) The Company's Quarterly Report on Form 10-Q for the quarter
ended March 31, 1996;
(2) The Company's Annual Report on Form 10-K for the year ended
September 30, 1995;
(3) The Company's Quarterly Report on Form 10-Q for the quarter
ended December 31, 1995;
(4) The Company's Proxy Statement, dated December 8, 1995 for
the fiscal year ended September 30, 1995;
(5) The Company's Current Report on Form 8-K dated February 29,
1996;
(6) The Company's Current Report on Form 8-K/A dated February 29,
1996, Amendment No. 1;
(7) The Company's Current Report on Form 8-K/A dated February 29,
1996, Amendment No. 2; and
(8) The description of the Common Stock as contained in the
Company's Registration Statement on Form S-1 (Registration No. 33-92220),
declared effective by the Commission on June 13, 1995, at "Description of
Capital Stock."
In addition, all reports and documents filed by the Company pursuant
to Sections 13(a), 13(c), 14 or 15(d) of the 1934 Act subsequent to the
date hereof and prior to the filing of a post-effective amendment which
indicates
-2-
<PAGE>
that all securities offered hereby have been sold or which deregisters
all securities then remaining unsold, shall be deemed to be incorporated
by reference herein and made a part hereof from the date of the filing of
such documents.
The Company will provide without charge to each person to whom this
Prospectus is delivered, at the written or oral request of such person, a
copy of any or all of the foregoing documents incorporated herein by
reference, other than exhibits to such documents (unless such exhibits
are specifically incorporated by reference into the foregoing documents).
The Company also will provide without charge upon request a copy of the
Company's latest Annual Report. Written or telephonic requests should be
directed to Susan E. Dignan, General Counsel, Pediatric Services of
America, Inc., 3159 Campus Drive, Norcross, Georgia 30071-1042, telephone
telephone number: (770) 441-1580.
THE COMPANY
GENERAL
The Company provides comprehensive pediatric home health care
services, specializing in pediatric respiratory therapy and nursing
services and related equipment. The Company's pediatric home health care
services are designed to provide a high quality, lower cost alternative
to prolonged hospitalization for medically fragile children. As a
complement to its pediatric respiratory and infusion services, the
Company also provides respiratory therapy home health care services and
related equipment for adults. The Company offers its home health care
services through a network of 83 branch offices located in 23 states.
The Company was organized on September 25, 1989 under Delaware law. Since
that time the Company has grown by internal growth and by acquisition.
RECENT DEVELOPMENTS
On February 9, 1996, the Company acquired certain assets from
Primary Health Services, Inc. in return for an aggregate of $500,000 in
cash and 51,124 shares of the Company's Common Stock, of which 17,893
shares are to be held in escrow for a period of up to 18 months from
February 12, 1996. The remainder of the shares were delivered to Child
Health Systems, Inc. the sole shareholder of Primary Health Services,
Inc. at the closing on February 12, 1996. These shares may be sold by
Child Health Systems, Inc. or may be distributed to its stockholders, who
in turn may sell the shares.
On February 29, 1996, the Company acquired Premier Medical Services,
Inc. ("Premier"), a corporation headquartered in Walnut Creek,
California, through a share exchange with Premier Stockholders. Premier
provides health care personnel to care for patients in their homes, to
supplement the staffing of health care institutions, and to perform
medical examinations for the insurance industry.
The shares of Premier were exchanged pursuant to a Stock Exchange
Agreement between the Company and Premier under which a total of 845,006
shares of the Company's Common Stock were delivered to Premier
stockholders. Approximately ten percent of these shares were placed in
an escrow account as security under indemnification agreements. In
addition, the existing Premier stock options were converted to options
for 42,625 shares of the Company's Common Stock.
The Company entered into Termination and Non-Compete Agreements with
the former Chief Executive Officer and the former Chief Financial Officer
of Premier. In connection with these agreements, the Company made lump
sum payments to these former officers.
The combination of Premier with the Company materially affected the
revenue and income of the Company; the transaction has been accounted
for using the pooling of interests method of accounting and Supplemental
Consolidated Financial Statements of the Company reflecting the
combination, together with the related revisions to Selected Consolidated
Financial Data and Management's Discussion and Analysis of Financial
Condition and Results of Operations, as well as related historical
financial statements for Premier, have been filed on Form 8-K/A dated
February 29, 1996, Amendments No. 1 and No. 2 and are incorporated by
reference elsewhere in this Prospectus.
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<PAGE>
SELLING STOCKHOLDERS
The shares of Common Stock hereby offered are beneficially owned by
and offered for the account of the Selling Stockholders shown in the
following table. Except as otherwise noted below, the Selling
Stockholders do not have nor have they had a material relationship with
the Company or its affiliates within the past three years. The Selling
Stockholders acquired the Shares as a result of the stock exchange
agreement between the Company and Premier under which the Selling
Stockholders exchanged their Premier shares for shares of the Company's
Common Stock. The Company will not receive any of the proceeds from the
sale of the Shares by the Selling Stockholders. At the completion of
this sale, the Selling Stockholders will own no shares of Common Stock.
NUMBER OF SHARES
NAME OF SELLING STOCKHOLDER AS OF JUNE 3, 1996
--------------------------- ------------------
Philip LaBarbera (1) 159,573
Timothy Conner (1) 52,875
Dave Nabors Partners 17,547
Michael Ober 26,320
Timm F. Crull 21,934
Timm Crull Sr. 21,934
Merit Construction, Inc. 17,547
Sands Partnership 52,641
Mark S. Sokoloff 17,547
George and Nancy Moorehead Jr. 8,773
Donald Moorehead Jr. 17,547
Lois Peters 17,547
Debora Odom 6,580
DeMuth, Folger & Wetherill, II, L.P. 15,393
DFW Partners, L.P. 318,974
Teresa Howard 37,205
Imperial Bank 12,667
Health Professionals 9,735
Steven J. Cook 3,167
Aspen Limited Partnership 3,167
North-South Capital Partners 6,333
-------
TOTAL SHARES 845,006
(1) Mr. LaBarbera served as President, Chief Executive Officer and board member,
and Mr. Conner served as Chief Financial Officer, Secretary and board member of
Premier prior to the Company's acquisition of Premier on February 29, 1996. For
a period of 90 days thereafter, Messrs. LaBarbera and Conner provided advice and
assistance to the Company relating to the operation of Premier pursuant to their
agreement with the Company.
-4-
<PAGE>
PLAN OF DISTRIBUTION
The Shares may be sold from time to time by the Selling
Stockholders, or by pledgees, donees, transferees or other successors in
interest, with such sales to consist primarily of market transactions
effected through registered broker dealers on The Nasdaq National Market
or such other national securities exchange or automated interdealer
quotation system on which shares of Common Stock are then listed, at
market prices then prevailing. Brokers or dealers will receive
commissions, concessions or discounts from the Selling Stockholders
and/or the purchasers of the Shares in amounts to be negotiated prior to
the sale. In addition, any Shares covered by this Prospectus which
qualify for sale pursuant to Rule 144 under the 1933 Act may be sold
under Rule 144 rather than pursuant to this Prospectus. To the extent
that any of the Shares offered hereby remain unsold upon the termination
of this offering they will be deregistered.
The Selling Stockholders will bear all expenses in connection with
the registration and sale of the Shares, including commissions,
concessions or discounts to brokers or dealers and fees and expenses of
counsel or other advisors to the Selling Stockholders and fees of counsel
to the Company.
The Selling Stockholders and any broker or dealer who acts in
connection with the sale of the Shares hereunder may be deemed to be
"underwriters" within the meaning of Section 2(11) of the 1933 Act, and
any compensation received by them and any profit on any resale of the
Shares as principals might be deemed to be underwriting discounts and
commissions under the 1933 Act.
LEGAL MATTERS
The legality of the Shares offered hereby has been passed upon for
the Company by Long, Aldridge & Norman, LLP, Atlanta, Georgia, counsel to
the Company.
EXPERTS
The supplemental consolidated financial statements of the Company as
of September 30, 1995 and 1994 and for each of the years in the three-
year period ended September 30, 1995, have been incorporated by reference
herein and in the Form S-3 Registration Statement in reliance upon the
report of Ernst & Young LLP, independent auditors, incorporated by
reference herein, which is based in part on the report of Deloitte &
Touche LLP, independent auditors. The supplemental consolidated
financial statements referred to above are included in reliance upon such
reports given upon the authority of such firms as experts in accounting
and auditing.
-5-
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
-------------------------------------------
Securities and Exchange Commission Registration Fee.. $ 7,103
Nasdaq Fee........................................... -0-
Accountants' Fees and Expenses....................... $10,800
Legal Fees and Expenses.............................. $ 6,500
Printing and Engraving Expenses...................... $ 1,000
Blue Sky Fees and Expenses........................... -0-
Miscellaneous Expenses............................... -0-
-------
Total Expenses....................................... $25,403
The foregoing amounts, except for the Securities and Exchange
Commission Registration Fee, are estimated. The Selling Stockholders
have agreed to pay all of the above expenses, plus all broker or dealer
fees, discounts and expenses, and all transfer and other taxes on the
sale of the Shares.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
-----------------------------------------
Section 145 of the General Corporation Law of the State of Delaware
(the "Delaware Law") empowers a Delaware Corporation to indemnify any
persons who are, or are threatened to be made, parties to any threatened,
pending or completed legal action, suit or proceedings, whether civil,
criminal, administrative or investigative (other than an action by or in
the right of such corporation), by reason of the fact that such person
was an officer or director of such corporation, or is or was serving at
the request of such corporation as a director, officer, employee or agent
of another corporation or enterprise. The indemnity may include expenses
(including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by such person in connection
with such action, suit or proceeding, provided that such officer or
director acted in good faith and in a manner he reasonably believed to be
in or not opposed to the corporation's best interests, and, for criminal
proceedings, had no reasonable cause to believe his conduct was illegal.
A Delaware corporation may indemnify officers and directors in an action
by or in the right of the corporation under the same conditions, except
that no indemnification is permitted without judicial approval if the
officer or director is adjudged to be liable to the corporation in the
performance of his duty. Where an officer or director is successful on
the merits or otherwise in the defense of any action referred to above,
the corporation must indemnify him against the expenses which such
officer or director actually and reasonably incurred.
In accordance with Delaware Law, the Certificate of Incorporation of
the Registrant (listed as Exhibit 4(a) to this Registration Statement)
contains a provision to limit the personal liability of the directors of
the Registrant for violations of their fiduciary duty. This provision
eliminates each director's liability to the Registrant or its
stockholders for monetary damages except (i) for any breach of the
director's duty of loyalty to the Registrant or its stockholders, (ii)
for acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law, (iii) under Section 174 of the
Delaware General Corporation Law, or (iv) for any transaction from which
a director derived an improper personal benefit. The effect of this
provision is to eliminate the personal liability of directors for
monetary damages for actions involving a breach of their fiduciary duty
of care, including any such actions involving gross negligence.
Article VI, Section 4 of the By-laws of the Registrant provides for
indemnification of the officers and directors of the Registrant to the
fullest extent permitted by Delaware Law.
II-1
<PAGE>
ITEM 16. EXHIBITS
--------
<TABLE>
<CAPTION>
Document with which Designation of
Exhibit was previously such Exhibit in
Exhibit No. Description filed with Commission that Document
------------ ----------- ---------------------- ----------------
<S> <C> <C> <C>
4(a) Certificate of Incorporation Registration Statement 3.1
of Pediatric Services of America, Inc. on Form S-1 filed on
May 12, 1995
5 Opinion of Long, Aldridge & Norman, LLP
10 Stock Exchange Agreement Current Report on Form 2
8-K for event occurring
on February 29, 1996
23(a) Consent of Ernst & Young LLP
23(b) Consent of Deloitte & Touche LLP
23(c) Consent of Long, Aldridge & Norman, LLP
(included in Exhibit 5)
24 Powers of Attorney. See signature page to
this Registration Statement.
24.1 Power of Attorney of Irving S. Shapiro
</TABLE>
II-2
<PAGE>
ITEM 17. UNDERTAKINGS
------------
A. RULE 415 OFFERING.
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 (the "Act");
(ii) to reflect in the prospectus any facts or events
arising after the effective date of the registration statement
(or the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental
change in the information set forth in the registration
statement;
(iii) to include any material information with respect to
the plan of distribution not previously disclosed in the
registration statement or any material change to such
information in the registration statement;
Provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if 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 (the "Exchange Act") that
are incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under
the Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at
the termination of the offering.
B. SUBSEQUENT DOCUMENTS INCORPORATED BY REFERENCE.
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Act, each filing of the Registrant's
annual report pursuant to Section 13(a) or Section 15(d) of the Exchange
Act 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.
C. INDEMNIFICATION OF OFFICERS, DIRECTORS AND CONTROLLING PERSONS.
Insofar as indemnification for liabilities arising under the Act 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
public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
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 to be signed on its behalf by the
undersigned, thereunto duly authorized, in the town of Norcross, State of
Georgia, as of June 6, 1996.
PEDIATRIC SERVICES OF AMERICA, INC.
By: /s/ Joseph D. Sansone
------------------------------
Joseph D. Sansone
Chairman of the Board, President
and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that each person whose signature
appears below constitutes and appoints Joseph D. Sansone and Michael A.
Taylor, and each of them, as his true and lawful attorneys-in-fact and
agents, with full power of substitution and resubstitution, for him and
in his name, place and stead, in any and all capacities, to sign any and
all amendments (including post-effective amendments) to this Registration
Statement, and to file the same, with all exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of
them, full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the premises, as
fully to all intents and purposes as he might or could do in person,
hereby ratifying and confirming all that said attorneys-in-fact and
agents, or either of them, or their or his substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated as of June 6, 1996.
Signatures Title
---------- -----
/s/ Joseph D. Sansone Chairman of the Board of Directors,
---------------------- President and Chief Executive Officer
Joseph D. Sansone (Principal Executive Officer)
/s/ Michael A. Taylor Senior Vice President and Chief Financial
---------------------- Officer (Principal Financial and Accounting
Michael A. Taylor Officer)
/s/ Michael J. Finn Director
----------------------
Michael J. Finn
/s/ Adam O. Holzhauer Director
----------------------
Adam O. Holzhauer
/s/ Robert P. Pinkas Director
----------------------
Robert P. Pinkas
*/s/ Irving S. Shapiro Director
----------------------
Irving S. Shapiro
/s/ Richard S. Smith Director
----------------------
Richard S. Smith
*/s/Joseph D. Sansone
--------------------
By Joseph D. Sansone
As Attorney-in-Fact
II-4
<PAGE>
INDEX OF EXHIBITS
<TABLE>
<CAPTION>
Document with which Designation of
Exhibit was previously such Exhibit in
Exhibit No. Description filed with Commission that Document
----------- ----------- ---------------------- ---------------
<S> <C> <C> <C>
4(a) Certificate of Incorporation Registration Statement 3.1
of Pediatric Services of America, Inc. on Form s-1 filed on
May 12, 1995
5 Opinion of Long, Aldridge & Norman, LLP
10 Stock Exchange Agreement Current Report on Form 2
8-K for event occurring
on February 29, 1996
23(a) Consent of Ernst & Young LLP
23(b) Consent of Deloitte & Touche LLP
23(c) Consent of Long, Aldridge & Norman, LLP
(included in Exhibit 5)
24 Powers of Attorney. See signature page to
this Registration Statement.
24.1 Power of Attorney of Irving S. Shapiro
</TABLE>
II-5
<PAGE>
Exhibit 5
[LONG, ALDRIDGE & NORMAN LETTERHEAD]
June 6, 1996
Pediatric Services of America, Inc.
3159 Campus Drive
Norcross, GA 30071
Re: Pediatric Services of America, Inc.
Registration Statement on Form S-3
Ladies and Gentlemen:
We have acted as counsel to Pediatric Services of America, Inc., a
Delaware corporation (the "Company"), in connection with the preparation
of a Registration Statement on Form S-3 (the "Registration Statement")
and the filing thereof with the Securities and Exchange Commission (the
"Commission") for the reoffer and resale of certain securities of the
Company owned of record by the Selling Stockholders listed in the
Registration Statement (the "Selling Stockholders"). Pursuant to the
Registration Statement, the Company intends to register under the
Securities Act of 1933, as amended, approximately 845,006 shares (the
"Shares") of common stock, par value $.01 per share (the "Common Stock"),
of the Company.
The opinion hereinafter set forth is given to the Company pursuant
to Item 16 of Form S-3 and Item 601(b)(5) of Regulation S-K. The only
opinion rendered by this firm consists of the matter set forth in
numbered paragraph (1) below (our "Opinion"), and no opinion is implied
or to be inferred beyond such matter. Additionally, our Opinion is based
upon and subject to the qualifications, limitations and exceptions set
forth in this letter.
In rendering our Opinion, we have examined such agreements,
documents, instruments and records as we deemed necessary or appropriate
under the circumstances for us to express our Opinion, including, without
limitation, resolutions duly adopted by consent action by the Board of
Directors of the Company on February 27, 1996 authorizing and approving
the preparation and filing of the Registration Statement. In making all
of our examinations, we assumed the genuineness of all signatures, the
authenticity of all documents submitted to us as originals, the
conformity to the original documents of all documents submitted to us as
copies, and the due execution and delivery of all documents by any
persons or entities where due execution and delivery by such persons or
entities is a prerequisite to the effectiveness of such documents.
As to various factual matters that are material to our Opinion, we
have relied upon the factual statements set forth in a certificate of an
officer of the Company and a certificate of a public official. We have
not independently verified or investigated, nor do we assume any
responsibility for, the factual accuracy or completeness of such factual
statements.
<PAGE>
The members of this firm are admitted to the Bar of the State of
Georgia and are duly qualified to practice law in that state. Because
the Company is organized under, and the subject of our Opinion therefore
is governed by, the General Corporation Law of the State of Delaware (the
"Delaware Code"), we do not herein express any opinion concerning any
matter respecting or affected by any laws other than the laws set forth
in the Delaware Code that are now in effect and that, in the exercise of
reasonable professional judgment, are normally considered in transactions
such as those described in the Registration Statement. The Opinion
hereinafter set forth is based upon pertinent laws and facts in existence
as of the date hereof, and we expressly disclaim any obligation to advise
you of changes to such pertinent laws or facts that hereafter may come to
our attention.
Based upon and subject to the foregoing, we are of the Opinion that:
(1) the Shares to be sold by the Selling Stockholder are validly
issued, fully paid and nonassessable.
We hereby consent to the filing of this letter as an exhibit to the
Registration Statement and to the reference to this firm under the
heading "Legal Matters" in the Prospectus forming a part of the
Registration Statement.
Very truly yours,
/s/ LONG, ALDRIDGE & NORMAN, LLP
<PAGE>
Exhibit 23(a)
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" in
the Registration Statement and related Prospectus of Pediatric Services
of America, Inc. for the registration of 845,006 shares of its common
stock and to the incorporation by reference therein of our report dated
November 10, 1995 (except for Notes 1 and 12, as to which the date is
April 5, 1996) with respect to the supplemental consolidated financial
statements of Pediatric Services of America, Inc. included in the Current
Report on Form 8-K/A, dated February 29, 1996, filed with the Securities
and Exchange Commission.
Our audits also included the supplemental consolidated financial
statement schedule of Pediatric Services of America, Inc. included in the
Current Report on Form 8-K/A, dated February 29, 1996, incorporated by
reference herein. This schedule is the responsibility of the Company's
management. Our responsibility is to express an opinion based on our
audits. In our opinion, the supplemental consolidated financial
statement schedule referred to above, when considered in relation to the
basic supplemental consolidated financial statements taken as a whole,
presents fairly in all material respects the information set forth
therein.
/s/ Ernst & Young LLP
Atlanta, Georgia
May 30, 1996
<PAGE>
Exhibit 23(b)
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration
Statement of Pediatric Services of America, Inc. on Form S-3 for the
registration of 854,006 shares of its common stock of our report dated
November 21, 1995 (February 29, 1996 as to Note 10) relating to the
consolidated financial statements of Premier Medical Services, Inc.
appearing in the Current Report on Form 8-K/A for Pediatric Services of
America, Inc. and to the reference to us under the heading "Experts" in
the Prospectus, which is part of this Registration Statement.
DELOITTE & TOUCHE LLP
San Jose, California
June 7, 1996
<PAGE>
Exhibit 24.1
[PSA LETTERHEAD APPEARS HERE]
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes and appoints
Joseph D. Sansome and Michael A. Taylor, and each of them, his true and lawful
attorneys-in-fact and agents, with full power of substitution, for him and in
his name, place and stead, in any and all capacities, to sign the Current Report
on Form S-3 for the account of selling shareholders of Dean Elazah, Child
Health Systems, Inc. and "Selling Stockholders" as listed in the Current Report
on Form S-3 of Pediatric Services of America, Inc. and any and all amendments
thereto and other documents in connection therewith, with the Securities and
Exchange Commission and the National Association of Securities Dealers, Inc.,
granting unto said attorneys-in-fact and agents, and each of them, full power
and authority to do and perform each and every act and thing requisite or
necessary to be done, as fully to all intents and purposes as he might or could
do in person, hereby ratifying and confirming all that said attorneys-in-fact
and agents or any of them, or their or his substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
This 31st day of May, 1996.
/s/ Irving S. Shapiro
-------------------------
Irving S. Shapiro
