<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 17, 1998
REGISTRATION NO. 333- 45905
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------
Amendment No. 1 to
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.)
--------------------
310 TECHNOLOGY PARKWAY
NORCROSS, GEORGIA 30092
(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.
310 TECHNOLOGY PARKWAY
NORCROSS, GEORGIA 30092
(770) 441-1580
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
--------------------
The Commission is requested to mail copies of all orders,
notices and communications to:
THOMAS WARDELL, ESQ. SUSAN E. DIGNAN, ESQ.
LONG ALDRIDGE & NORMAN LLP GENERAL COUNSEL
303 PEACHTREE STREET PEDIATRIC SERVICES OF AMERICA, INC.
SUITE 5300 310 TECHNOLOGY PARKWAY
ATLANTA, GEORGIA 30308-3201 NORCROSS, GEORGIA 30092
(404) 527-4000 (770) 441-1580
--------------------
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 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]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the Prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
--------------------
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
495,050 SHARES
PEDIATRIC SERVICES OF AMERICA, INC.
COMMON STOCK
The 495,050 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 ChoicePoint Services, Inc.
("ChoicePoint Services" or the "Selling Stockholder"). The Company will not
receive any of the proceeds from the sale of the Shares by the Selling
Stockholder. See "Selling Stockholder."
The Selling Stockholder 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 Company will bear all expenses in connection with
the registration of the Shares being offered hereby. The Selling Stockholders
will bear all expenses in connection with the sale of the Shares being offered
hereby. See "Plan of Distribution."
The Common Stock of the Company is traded on The Nasdaq National Market
under the symbol "PSAI." On February 13, 1998, the last reported sale price of
the Company's Common Stock on The Nasdaq National Market was $20.50 per share.
--------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR
HAS THE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
--------------------
The date of this Prospectus is February 17, 1998.
<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.
TABLE OF CONTENTS
Page
----
Additional Information....................................................... 2
Incorporation of Certain Documents by Reference.............................. 2
The Company.................................................................. 3
Selling Stockholder.......................................................... 4
Plan of Distribution......................................................... 4
Legal Matters................................................................ 4
Experts...................................................................... 4
ADDITIONAL 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 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 "Exchange 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. Such material also may be accessed
electronically by means of the Commission's home page on the Internet at
http://www.sec.gov.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents heretofore filed by the Company with the Commission
pursuant to the Exchange Act hereby are incorporated by reference into this
Prospectus as of their respective dates:
(1) The Company's Annual Report on Form 10-K for the year ended September
30, 1997;
(2) The Company's Quarterly Report on Form 10-Q for the fiscal quarter
ended December 31, 1997.
(3) The Company's Proxy Statement, dated December 30, 1997 relating to its
1998 Annual Meeting of Stockholders;
-2-
<PAGE>
(4) The description of the Common Stock as contained in the Company's
Amended Registration Statement on Form S-1 (Registration No. 33-
92220), declared effective by the Commission on June 13, 1995, at
"Description of Capital Stock."
All reports and documents filed by the Company pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Exchange Act subsequent to the date hereof 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 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
to Stockholders. Written or telephonic requests should be directed to Susan E.
Dignan, General Counsel, Pediatric Services of America, Inc., 310 Technology
Parkway, Norcross, Georgia 30092, telephone number: (770) 441-1580.
THE COMPANY
GENERAL
- --------
The Company provides comprehensive pediatric home health care services,
specializing in home nursing, respiratory therapy, infusion therapy and related
services for infants and children. 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 therapy services, the Company also
provides respiratory and infusion therapy and related services for adults. The
Company currently offers its home health care services through a network of 72
branch offices located in 24 states operated through various subsidiaries. The
Company was organized on September 25, 1989 under the laws of the State of
Delaware. Since that time the Company has grown by internal development,
strategic alliances and by acquisition.
RECENT DEVELOPMENTS
- -------------------
In October 1997, the Company acquired the assets of Pediatric Physical
Therapy, Inc., a pediatric physical therapy operation in St. Louis, Missouri,
and in December 1997 purchased the assets of a related company, Kid's Nurses,
Inc., a pediatric nursing company in St. Louis, Missouri.
In November 1997, the Company acquired the assets of Kids & Nurses, Inc., a
pediatric home health care company with operations in Tennessee and Florida,
adding seven new prescribed pediatric extended care centers to the Company's
already existing centers in Florida and Georgia, and transferring to the Company
pediatric certificates of need in four major metropolitan areas of Tennessee.
Also in November 1997, the Company purchased the assets of Intra-Care,
Inc., a pharmacy and infusion company with three locations in New Jersey, in
return for an aggregate value of $7,500,000 ($4,000,000 in cash and 130,435 in
shares). In addition to directly providing home services, the Intra-Care
acquisition adds to the Company's services the management of physician's offices
and allows provision of infusion services at out-patient centers.
In December 1997, the Company purchased the assets of two related
companies, Cyber Home Medical Equipment Corporation, Inc. and Pre-Med, Inc.,
home medical equipment companies in New York with coverage of Long Island and
several of the New York City boroughs.
-3-
<PAGE>
In December 1997, one of the Company's consolidated subsidiaries, Insurance
Medical Reporter, Inc. ("IMR") purchased certain assets of ChoicePoint Services
in return for an aggregate value of $21.7 million, consisting of $11.7 million
in cash and $10.0 million in the form of shares of the Company's Common Stock
(the 495,050 shares of Common Stock being registered hereby). IMR provides
paramedical examinations for the life and health insurance industries.
SELLING STOCKHOLDER
The Selling Stockholder is ChoicePoint Services, a Georgia corporation (or,
its successors in interest described below under "Plan of Distribution").
Neither the Selling Stockholder nor any officer, director or stockholder of the
Selling Stockholder has had any prior relationship with the Company or any of
its affiliates. All of the 495,050 Shares offered hereby (7% of the presently
outstanding shares of Common Stock of the Company as of February 8, 1998) are
being offered for the account of ChoicePoint Services. The Selling Stockholder
acquired the Shares as a result of the transfer of certain assets of ChoicePoint
Services as described above at "The Company - Recent Developments." The Company
will not receive any of the proceeds from the sale of the Shares by the Selling
Stockholder. As of February 8, 1998 the Selling Stockholder beneficially owned
495,050 shares of Common Stock. At the completion of sale, assuming all the
Shares are sold, the Selling Stockholder will own no shares of Common Stock.
PLAN OF DISTRIBUTION
The Shares may be sold from time to time by the Selling Stockholder, or by
pledgees, donees, transferees or other successors in interest, including without
limitation ChoicePoint, Inc. (the sole stockholder of the Selling Stockholder to
whom Shares may be distributed by the Selling Stockholder), 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 Stockholder 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 Company will bear all expenses in connection with the registration of
the Shares. The Selling Stockholder will bear all expenses related to the sale
of the Shares, including but not limited to commissions, concessions or
discounts to brokers or dealers and fees and expenses of counsel or other
advisors to the Selling Stockholder.
The Selling Stockholder 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 validity 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 consolidated financial statements and schedules of Pediatric Services
of America, Inc. and its consolidated subsidiaries (except for Premier Medical
Services, Inc. for the year ended September 30, 1995) as of September 30, 1997
and 1996 and for each of the three years in the period ended September 30, 1997
incorporated by reference in this prospectus and registration statement have
been audited by Ernst & Young LLP, independent auditors, as stated in their
reports also incorporated by reference in this prospectus and registration
statement. The consolidated financial statements of Premier Medical Services,
Inc. for the year ended September 30, 1995 (consolidated with those of the
Company) have been audited by Deloitte & Touche LLP as stated in their report
also incorporated herein by reference. Such financial statements of the Company
and its consolidated subsidiaries are incorporated herein by reference in
reliance upon the respective reports of such firms given upon their authority as
experts in accounting and auditing.
-4-
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
-------------------------------------------
Securities and Exchange Commission Registration Fee........... $ 2,851
Nasdaq Fee.................................................... -0-
Accountants' Fees and Expenses................................ $ 4,000
Legal Fees and Expenses....................................... $ 5,000
Printing and Engraving Expenses............................... $ 2,200
Blue Sky Fees and Expenses.................................... -0-
Miscellaneous Expenses........................................ -0-
Total Expenses................................................ $14,051
The foregoing amounts, except for the Securities and Exchange Commission
Registration Fee, are estimated. The Company has agreed to pay all of the above
expenses.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
-----------------------------------------
Article Ninth of the Company's Amended and Restated Certificate of
Incorporation and Article VI, Section 4 of the Company's Amended and Restated
Bylaws provide that each person who was or is made a party to, is threatened to
be made a party to or is involved in any action, suit or proceeding, whether
civil, criminal, administrative or investigative (a "Proceeding"), by reason of
the fact that he is or was a person for whom he is a legal representative, or is
or was a director, officer, employee or agent of the Company (or was serving at
the request of the Company as a director, officer, employee or agent of another
entity, including employee benefit plans) will be indemnified and held harmless
by the Company to the fullest extent authorized by the Delaware General
Corporation Law as it currently exists or is later amended. The Company shall
be required to indemnify a person in connection with a Proceeding initiated by
such person only if the Proceeding was authorized by the Board of Directors of
the Company.
Under Section 145 of the Delaware General Corporation Law, a corporation
may indemnify a director, officer, employee or agent of the corporation (or
other entity if such person is serving in such capacity at the corporation's
request) against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by him if he acted
in good faith and in a manner he reasonably believed to be in, or not opposed
to, the best interests of the corporation, and, with respect to any criminal
action or proceeding, had no reasonable cause to believe his conduct was
unlawful. In the case of an action brought by or in the right of a corporation,
the corporation may indemnify a director, officer, employee or agent of the
corporation (or other entity if such person is serving in such capacity at the
corporation's request) against expenses (including attorneys' fees) actually and
reasonably incurred by him if he acted in good faith and in a manner he
reasonably believed to be in, or not opposed to, the best interests of the
corporation, except that no indemnification shall be made in respect of any
claim, issue or matter as to which such person shall have been adjudged to be
liable to the corporation unless a court determines that, despite the
adjudication of liability but in
<PAGE>
view of all the circumstances of the case, such person is fairly and reasonably
entitled to indemnification for such expenses as the court shall deem proper.
Expenses (including attorneys' fees) incurred by an officer or director in
defending any civil, criminal, administrative or investigative action, suit or
proceeding may be paid by the corporation in advance of the final disposition of
such action, suit or proceeding upon receipt of an undertaking by or on behalf
of such director or officer to repay such amount if it shall ultimately be
determined that he is not entitled to be indemnified by the corporation.
Article Seventh of the Company's Amended and Restated Certificate of
Incorporation also provides that a director of the Company shall not be
personally liable to the Company or its stockholders for monetary damages for
breach of fiduciary duty as a director, except for liability (i) for any breach
of the director's duty of loyalty to the Company or its stockholders, (ii) for
any acts or omissions not in good faith or which involve intentional approval of
misconduct or knowing violation of law, (iii) under Section 174 of the Delaware
General Corporation Law or (iv) for any transaction in which the director
derived an improper personal benefit.
The Company maintains directors and officers liability insurance that will
insure against liabilities that directors or officers of the Company may incur
in such capacities.
ITEM 16. EXHIBITS
--------
(a) EXHIBITS. The following exhibits are filed as part of this
Amendment No.1 to the Registration Statement.
EXHIBIT
NUMBER DESCRIPTION
- ------ -----------
4.1(a) Amended and Restated Certificate of Incorporation of the
Registrant(1)
4.1(b) Certificate of Amendment of Amended and Restated Certificate of
Incorporation of the Registrant(2)
4.2 Amended and Restated Bylaws of the Registrant(3)
5.1 Opinion of Long Aldridge & Norman LLP*
23.1 Consent of Ernst & Young LLP*
23.2 Consent of Deloitte & Touche LLP*
23.3 Consent of Long Aldridge & Norman LLP (included in the Opinion
filed as Exhibit 5.1)*
24 Powers of Attorney (see signature page to this registration
statement)*
- ---------------------------------
* Previously Filed.
(1) Incorporated herein by reference to Exhibit 3.1 to Registrant's
registration statement on Form S-1, filed May 31, 1994 (Registration No.
33-77880).
(2) Incorporated herein by reference to Exhibit 3.1 to Registrant's Quarterly
Report on Form 10-Q for the quarter ended December 31, 1996.
(3) Incorporated herein by reference to Exhibit 3.2 to Registrant's
registration statement on Form S-1, filed May 31, 1994 (Registration No.
33-77880).
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, as amended (the "1933 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. 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 and 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 no more than 20 percent 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, because this registration statement is on Form S-3,
paragraphs (a)(1)(i) and (a)(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 15(d) of the Exchange Act that are incorporated by
reference in this registration statement.
(2) That, for the purpose of determining any liability under the 1933
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 1933 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 1933 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
II-3
<PAGE>
policy as expressed in the 1933 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 1933 Act
and will be governed by the final adjudication of such issue.
II-4
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
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 Amendment No.1 to
the Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the town of Norcross, State of Georgia, on
February 17, 1998.
PEDIATRIC SERVICES OF AMERICA, INC.
By: Joseph D. Sansone*
--------------------------
Joseph D. Sansone
Chairman of the Board, President
and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this Amendment
No.1 to the Registration Statement has been signed by the following persons in
the capacities indicated on February 17, 1998.
Signatures Title
- ---------- -----
Joseph D. Sansone* Chairman of the Board of Directors,
- --------------------------- President and Chief Executive Officer
Joseph D. Sansone (Principal Executive Officer)
/s/ Stephen M. Mengert Chief Financial Officer, Senior Vice
- --------------------------- President, Treasurer and Secretary
Stephen M. Mengert (Principal Financial and Accounting Officer)
Michael J. Finn* Director
- ---------------------------
Michael J. Finn
Adam O. Holzhauer* Director
- ---------------------------
Adam O. Holzhauer
Robert P. Pinkas* Director
- ---------------------------
Robert P. Pinkas
Irving S. Shapiro* Director
- ---------------------------
Irving S. Shapiro
Richard S. Smith* Director
- ---------------------------
Richard S. Smith
*By: /s/ STEPHEN M. MENGERT
- ---------------------------
STEPHEN M. MENGERT
as Attorney-in-Fact
II-5
<PAGE>
INDEX OF EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
- ------ -----------
4.1(a) Amended and Restated Certificate of Incorporation of the
Registrant(1)
4.1(b) Certificate of Amendment of Amended and Restated Certificate of
Incorporation of the Registrant (2)
4.2 Amended and Restated Bylaws of the Registrant (3)
5.1 Opinion of Long Aldridge & Norman LLP*
23.1 Consent of Ernst & Young LLP*
23.2 Consent of Deloitte & Touche LLP*
23.3 Consent of Long Aldridge & Norman LLP (included in the Opinion
filed as Exhibit 5.1)*
24 Powers of Attorney (see signature page to this registration
statement)*
- ---------------------------------
* Previously Filed.
(1) Incorporated herein by reference to Exhibit 3.1 to Registrant's
registration statement on Form S-1, filed May 31, 1994 (Registration No.
33-77880).
(2) Incorporated herein by reference to Exhibit 3.1 to Registrant's Quarterly
Report on Form 10-Q for the quarter ended December 31, 1996.
(3) Incorporated herein by reference to Exhibit 3.2 to Registrant's
registration statement on Form S-1, filed May 31, 1994 (Registration No.
33-77880).
II-6
