<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement [_] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
Amedisys, Inc.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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Notes:
<PAGE>
AMEDISYS, INC.
3029 S. SHERWOOD FOREST BLVD., SUITE 300
BATON ROUGE, LOUISIANA 70816
(504)292-2031 (PHONE); (504)292-8163 (FAX)
HTTP://WWW.BARBARA @ AMEDISYS.COM
January 21, 1998
Dear Stockholder:
You are cordially invited to attend a Special Meeting of Stockholders of
AMEDISYS, INC. to be held on Thursday, February 12, 1998 at 9:00 a.m. at 3029
South Sherwood Forest Boulevard, Third Floor, Baton Rouge, Louisiana.
We hope you will attend the meeting in person. Whether you expect to be
present and regardless of the number of shares you own, please mark, sign and
mail the enclosed proxy in the envelope provided. Matters on which action will
be taken at the meeting are explained in detail in the notice and proxy
statement following this letter.
Sincerely,
/s/ WILLIAM F. BORNE
William F. Borne
Chief Executive Officer
<PAGE>
AMEDISYS, INC.
3029 SOUTH SHERWOOD FOREST BOULEVARD
BATON ROUGE, LOUISIANA 70816
____________
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD ON FEBRUARY 12, 1998
Notice is hereby given that a Special Meeting of Stockholders of AMEDISYS,
INC. ("Company") will be held at the Company's executive offices located at 3029
South Sherwood Forest Boulevard, Third Floor, Baton Rouge, Louisiana 70816, at
9:00 a.m. on Thursday, February 12, 1998 for the following purposes:
1. To approve the issuance of up to ninety-three units, each unit
consisting of 10,000 shares of Series A convertible preferred stock
(the "Series A Preferred Stock") at a purchase price of $10.00 per
share (the "Units"), to be offered for sale to accredited investors
through a private placement transaction in reliance upon an exemption
from registration provided under the Securities Act of 1933, as
amended (the "Offering"); and
2. To transact such other business as may properly come before the
meeting or any adjournment thereof.
Common stockholders of record at the close of business on January 19, 1998
will be entitled to notice of and to vote at the meeting.
Stockholders unable to attend the Special Meeting in person are requested
to read the enclosed Proxy Statement and then complete and deposit the Proxy
together with the power of attorney or other authority, if any, under which it
was signed, or a notarized certified copy thereof, with the Company's transfer
agent, American Stock Transfer & Trust Company, 40 Wall Street, New York, New
York 10005, at least 48 hours (excluding Saturdays, Sundays and statutory
holidays) before the time of the Special Meeting or adjournment thereof or with
the chairman of the Special Meeting prior to the commencement thereof.
Unregistered stockholders who received the Proxy through an intermediary must
deliver the Proxy in accordance with the instructions given by such
intermediary.
By Order of the Board of Directors
/s/ WILLIAM F. BORNE
William F. Borne, Chief Executive Officer
January 21, 1998
THE PROXY STATEMENT WHICH ACCOMPANIES THIS NOTICE OF SPECIAL MEETING OF
STOCKHOLDERS CONTAINS MATERIAL INFORMATION CONCERNING THE MATTERS TO BE
CONSIDERED AT THE MEETING, AND SHOULD BE READ IN CONJUNCTION WITH THIS NOTICE.
<PAGE>
AMEDISYS, INC.
3029 SOUTH SHERWOOD FOREST BOULEVARD
BATON ROUGE, LOUISIANA 70816
(PRINCIPAL EXECUTIVE OFFICE)
___________
PROXY STATEMENT
SPECIAL MEETING OF STOCKHOLDERS
___________
INTRODUCTION
This Proxy Statement is being furnished to stockholders in connection with
the solicitation of proxies by the Board of Directors of AMEDISYS, INC.
("Company") for use at a Special Meeting of Stockholders of the Company
("Meeting") to be held at the executive offices of the Company located at 3029
South Sherwood Forest Boulevard, Third Floor, Baton Rouge, Louisiana 70816, at
9:00 a.m. on Thursday, February 12, 1998, and at any adjournments thereof, for
the purpose of considering and voting upon the matters set forth in the
accompanying Notice of Special Meeting of Stockholders. This Proxy Statement
and the accompanying form of proxy are first being mailed to stockholders on or
about January 21, 1998.
The close of business on January 19, 1998, has been fixed as the record
date for the determination of stockholders entitled to notice of and to vote at
the Meeting and any adjournment thereof. As of the record date, there were
3,044,353 shares of the Company's common stock, par value $.001 per share
("Common Stock"), issued and outstanding, and there were 400,000 shares of
Series A Preferred Stock issued and outstanding that are currently convertible
into, and entitled to vote on the basis of, 864,865 shares of Common Stock (the
"Common Stock Equivalents").
The presence, in person or by proxy, of a majority of the outstanding
shares of Common Stock and the Common Stock Equivalents entitled to vote on the
record date is necessary to constitute a quorum at the Meeting. Abstentions and
broker non-votes will be counted towards a quorum. If a quorum is not present
or represented at the Meeting, the shareholders present at the Meeting or
represented by proxy, have the power to adjourn the Meeting from time to time,
without notice other than an announcement at the Meeting, until a quorum is
present or represented. At any such adjourned Meeting at which a quorum is
present or represented, any business may be transacted that might have been
transacted at the original Meeting.
The affirmative vote of a majority of the shares of Common Stock and the
Common Stock Equivalents present in person or by proxy at the Meeting is
required for approval of Item 1. Abstentions will have the same effect as a
vote against a proposal and broker non-votes will be disregarded.
All shares represented by properly executed proxies, unless such proxies
previously have been revoked, will be voted at the Meeting in accordance with
the directions on the proxies. IF NO DIRECTION IS INDICATED, THE SHARES WILL BE
VOTED TO APPROVE (i) THE OFFERING AND (ii) SUCH OTHER BUSINESS AS MAY PROPERLY
COME BEFORE THE MEETING. The enclosed proxy, even though executed and returned,
may be revoked at any time prior to the voting of the proxy by one of the
following methods: (a) execution and submission of a revised proxy, (b) written
notice to the Secretary of the Company, or (c) voting in person at the Meeting.
<PAGE>
ITEM 1
TO APPROVE THE OFFERING
TERMS OF THE OFFERING
The Company is offering up to ninety-three units ("Units"), each Unit
consisting of 10,000 shares of Series A Preferred Stock (the terms of which are
described below) at a purchase price of $10.00 per share for sale to accredited
investors, as that term is defined under Rule 501 of Regulation D, through a
private placement transaction in reliance upon an exemption from registration
under the Securities Act of 1933, as amended (the "Act").
The Units are being offered on a best efforts basis by Hudson Capital
Partners, L.P. (the "Placement Agent"). All proceeds received from the
subscribers of the Units will be deposited by the Placement Agent in a special
non-interest bearing escrow account, to be released to the Company upon
applicable closings. Forty Units have been subscribed and on December 29,
1997, the initial closing was held (the "Initial Closing"). The investors are
prohibited from selling, transferring, pledging, hypothecating or otherwise
disposing of the shares of Series A Preferred Stock or the shares of Common
Stock underlying the shares of Series A Preferred Stock for a period of 120 days
following the final closing of the Offering.
The Initial Closing did not require stockholder approval pursuant to
the Nasdaq Marketplace Rules as the Offering was for cash and the Conversion
Rate (as defined below) exceeded the greater of book or market value of the
Common Stock as of the date of issuance. The Conversion Rate is a fixed rate,
therefore subsequent closings may require stockholder approval if the Conversion
Rate is less than the greater of book or market value of the Common Stock.
All sales of the Units must be completed by February 20, 1998, unless
extended by the mutual consent of the Company and the Placement Agent. If the
maximum number of Units under the Offering are sold, the Company will receive
net proceeds of approximately $8,647,000, after the deduction of Placement Agent
fees and all other estimated fees and expenses of the Offering. The principal
purposes for conducting the Offering are to: (i) obtain additional capital to
permit the Company to pursue acquisition opportunities; (ii) increase the
Company's financial flexibility; and (iii) increase the Company's working
capital. The Company continually reviews and evaluates acquisition candidates
as part of its growth strategy. Having available working capital will allow
flexibility in completing acquisitions. The Company has not entered into any
agreement or letter of intent as of the date of this Proxy Statement.
The Company and the Placement Agent have entered into an agreement
whereby the Placement Agent will receive the following compensation in
connection with the Offering: (i) a sales commission in the amount of 6% of the
aggregate gross proceeds of the Units; (ii) a nonaccountable expense allowance
of 1% of the aggregate gross proceeds of the Units; and (iii) five year warrants
to purchase a number of Units equal to 7% of the total Units sold (the
"Placement Agent Warrants"), which Placement Agent Warrants will be issued at
the appropriate closings and shall have an exercise price of $10.00 per Unit.
SERIES A PREFERRED STOCK
The Company is authorized to issue up to 2,500,000 shares of blank
check preferred stock, $.001 par value per share. The preferred stock may be
issued in one or more series, the terms of which may be determined at the time
of issuance by the Board of Directors, without further action by stockholders,
and may include voting rights (including the right to vote as a series on
particular matters), preferences as to dividends and liquidation, conversion,
redemption rights and sinking fund provisions. The following is a summary
description of the preferences, rights and limitations of the Series A Preferred
Stock as set forth in the Certificate of Designation filed with the Secretary of
State of Delaware on December 31, 1997. To date, the Company does not have any
plans to issue any other series of preferred stock.
2
<PAGE>
Liquidation Preference
The Series A Preferred Stock has a face value of $10.00 per share (the
"Face Value"). The liquidation preference is Face Value, plus any accrued but
unpaid dividends. The Series A Preferred Stock is senior to all outstanding
classes and series of capital stock of the Company. The Company may not create
or authorize any stock ranking senior to, or pari passu with, the Series A
Preferred Stock, without the consent of the holders of two-thirds of the
outstanding shares of the Series A Preferred Stock.
Optional Conversion
The Series A Preferred Stock is convertible, at any time at the
holder's option, initially into a number of shares of Common Stock (the
"Conversion Shares") equal to the Face Value divided by $4.625 (the "Conversion
Rate"). The last sales price for the Common Stock on the Initial Closing date
was $4.4375.
Mandatory Conversion
The Series A Preferred Stock will automatically convert into shares of
Common Stock, at the Conversion Rate, at such time as the average sale price of
the Common Stock for 15 consecutive trading days exceeds $7.09.
Redemption
The Series A Preferred Stock is not redeemable by the Company.
Dividends
The holders of the Series A Preferred Stock shall be entitled to
receive dividends if and when declared by the Company's Board of Directors out
of assets legally payable therefor. The Series A Preferred Stock shall rank
senior to all other outstanding classes and series of capital stock with respect
to dividends.
Voting Rights
Each holder of Series A Preferred Stock will be entitled to one vote
for each share of Common Stock issuable upon conversion of the Preferred Shares
based on the Conversion Rate then in effect.
Registration Rights
The Company has agreed to include the Conversion Shares in a
registration statement (the "Registration Statement") which the Company will
prepare and file with the Securities and Exchange Commission (the "Commission")
within 30 days following the final closing, and use its best efforts to have
declared effective by the Commission within four months following the final
closing. In the event that the Registration Statement is not declared effective
by the Commission within four months following the final closing, the Conversion
Rate shall decrease by .5% on the first day of each month that any of the
Conversion Shares continue not to be publicly tradeable pursuant to an effective
Registration Statement under the Act (e.g. the Conversion Rate will decrease to
$4.60 and $4.57 on the first day of the fifth and sixth months, respectively,
following the final closing), and the Company will continue to use its best
efforts to cause the Commission to promptly declare the effectiveness of the
Registration Statement. Once the Registration Statement has been declared
effective, the Company has agreed to use its best efforts to keep it effective
until the earlier of (i) the date that all of the Conversion Shares have been
sold pursuant to the Registration Statement or (ii) the date the holders thereof
receive an opinion of counsel to the Company that they may sell all of such
shares under the provisions of Rule 144 promulgated under the Act.
3
<PAGE>
THE BOARD OF DIRECTORS HAS APPROVED THE OFFERING AND RECOMMENDS A VOTE
FOR THE APPROVAL OF THE OFFERING. SUCH APPROVAL REQUIRES THE AFFIRMATIVE VOTE
OF THE HOLDERS OF A MAJORITY OF SHARES OF COMMON STOCK AND THE COMMON STOCK
EQUIVALENTS REPRESENTED IN PERSON OR BY PROXY AT THE MEETING.
STOCK OWNERSHIP
The following table sets forth, as of January 19, 1998, certain
information with respect to the beneficial ownership of the Company's Common
Stock by (i) each person known to the Company who beneficially owns more than 5%
of the Company's outstanding Common Stock; (ii) each director; (iii) all named
executive officers; and (iv) all directors and officers as a group:
<TABLE>
<CAPTION>
SHARES OF PERCENT OF
NAME AND ADDRESS COMMON STOCK VOTING
POWER/(1)/
<S> <C> <C>
William F. Borne
3029 S. Sherwood Forest Blvd., Suite 300 478,709 /(2)(3)/ 12.0%
Baton Rouge, LA 70816
Boris L. Payan, M.D.
3534 Vista 239,226 /(4)(5)/ 6.1%
Pasadena, TX 77504
University Capital Corp.
4870 S. Lewis Avenue, Suite 120 194,286 5.0%
Tulsa, Oklahoma 74105-5171
William M. Hession, Jr.
627 Fairway Drive 102,915 /(6)(7)/ 2.6%
Thibodaux, LA 70301
Lynne S. Bernhard
3029 S. Sherwood Forest Blvd., Suite 300 78,702 /(8)/ 2.0%
Baton Rouge, LA 70816
Alan J. Ostrowe, M.D.
3029 S. Sherwood Forest Blvd., Suite 300 60,759 /(7)/ 1.5%
Baton Rouge, LA 70816
Karl A. LeBlanc, M.D., M.B.A.
7777 Hennessy Boulevard, Suite 612 22,153 /(9)/ *
Baton Rouge, LA 70808
S.F. Hartley, D.P.M.
112 S. Pasadena Boulevard 20,000 *
Deer Park, Texas 77536
</TABLE>
4
<PAGE>
<TABLE>
<CAPTION>
SHARES OF PERCENT OF
NAME AND ADDRESS COMMON STOCK VOTING
POWER/(1)/
<S> <C> <C>
David Pitts
7946 Goodwood Boulevard 5,000 *
Baton Rouge, Louisiana 70806
Peter F. Ricchuiti
Associate Dean, Director of Research
A.B. Freeman School of Business 2,000 *
Tulane University
New Orleans, Louisiana 70118
Ronald A. Laborde
3232 Sherwood Forest Boulevard 2,000 *
Baton Rouge, Louisiana 70821
Jake Neterville
3029 S. Sherwood Forest Blvd., Suite 300 2,000 *
Baton Rouge, LA 70816
All officers and directors as a group (10 persons) 774,238 /(10)/ 19.04%
</TABLE>
____________________
(*) Less than one percent.
(1) Includes Common Stock and Common Stock Equivalents.
(2) Does not include 38,500 shares held in trust for Mr. Borne's minor
children.
(3) Includes warrants and options to purchase 72,775 shares of Common
Stock.
(4) Includes warrants and options to purchase 8,333 shares of Common Stock.
(5) Includes 30,000 shares owned of record by R.P.&H., Inc., an affiliate
of the shareholder.
(6) Includes 82,847 shares held by Key Nursing Corporation, an affiliate of
Mr. Hession.
(7) Includes warrants and options to purchase 18,333 shares of Common
Stock.
(8) Includes warrants and options to purchase 36,394 shares of Common
Stock.
(9) Includes warrants and options to purchase 19,533 shares of Common
Stock.
(10) Includes warrants and options to purchase 155,368 shares of Common
Stock.
OTHER MATTERS
Management is not aware of any other matters to be presented for action at
the Meeting. However, if any other matter is properly presented, it is the
intention of the persons named in the enclosed form of proxy to vote in
accordance with their best judgment on such matter.
COST OF SOLICITATION
The Company will bear the costs of the solicitation of proxies from its
stockholders. In addition to the use of mail, proxies may be solicited by
directors, officers and regular employees of the Company in person or by
telephone or other means of communication. The directors, officers and
employees of the Company will not be compensated additionally for the
solicitation but may be reimbursed for out-of-pocket expenses in connection with
the solicitation. Arrangements are also being made with brokerage houses and
any other custodians, nominees and fiduciaries for the forwarding of
solicitation material to the beneficial owners of the Company, and the Company
will reimburse the brokers, custodians, nominees and fiduciaries for their
reasonable out-of-pocket expenses.
5
<PAGE>
STOCKHOLDER PROPOSALS
Proposals of stockholders of the Company which are intended to be presented
by such stockholders at the 1998 Annual Meeting must be received by the Company
no later than February 12, 1998 in order to have them included in the proxy
statement and form of proxy relating to that meeting.
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The following documents, which have been filed by the Company with the
Commission are incorporated herein by reference:
1. The Company's Annual Report on Form 10-K for the year ended
December 31, 1996, as amended on Form 10-K/A dated April 16, 1997;
2. the Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1997;
3. the Company's Quarterly Report on Form 10-Q for the quarter ended
June 30, 1997;
4. the Company's Proxy Statement dated July 16, 1997 regarding its Annual
Stockholder's Meeting held on August 6, 1997; and
5. the Company's Quarterly Report on Form 10-Q for the quarter ended
September 30, 1997.
The Company will provide, without charge upon oral or written request, to
each person whom this Proxy Statement is delivered, a copy of any or all of the
documents incorporated by reference, other than exhibits to such documents not
specifically incorporated by reference above. Requests for such documents
should be directed to the Company, 3029 South Sherwood Forest Boulevard, Suite
300, Baton Rouge, Louisiana 70816, attention: Barbara Carey. In addition, the
Commission maintains a Web site on the Internet that contains reports, proxy and
information statements and other information regarding issuers Company's file
electronically with the Commission. The address of the site is
http://www.sec.gov. Visitors to the site may access the documents incorporated
by reference herein by searching the EDGAR data base on the site.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ WILLIAM F. BORNE
William F. Borne, Chief Executive Officer
January 21, 1998
6
<PAGE>
AMEDISYS, INC.
SPECIAL MEETING OF STOCKHOLDERS
FEBRUARY 12, 1998
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF AMEDISYS, INC.
THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED IN ACCORDANCE WITH THE
CHOICES SPECIFIED BELOW.
The undersigned stockholder of AMEDISYS, INC. (the "Company") hereby appoints
William F. Borne and Barbara C. Carey, the true and lawful attorneys, agents and
proxies of the undersigned with full power of substitution for and in the name
of the undersigned, to vote all the shares of Common Stock or Common Stock
Equivalents of the Company which the undersigned may be entitled to vote at the
Special Meeting of Stockholders of the Company to be held at 3029 S. Sherwood
Forest Blvd., Third Floor, Baton Rouge, Louisiana 70816, on Thursday, February
12, 1998 at 9:00 a.m., and any and all adjournments thereof, with all of the
powers which the undersigned would possess if personally present, for the
following purposes:
1. To approve the issuance of up to FOR AGAINST ABSTAIN
ninety-three Units, each Unit --- ------- -------
consisting of 10,000 shares of
Series A Preferred Stock at a [_] [_] [_]
purchase price of $10.00 per share,
to be offered for sale to accredited
investors through a private
placement transaction in reliance
upon an exemption from registration
provided by the Securities Act of
1933, as amended.
2. The proxies are authorized to vote
as they determine in their
discretion upon such other matters
as may properly come before the
meeting.
THIS PROXY WILL BE VOTED FOR THE CHOICE SPECIFIED. IF NO CHOICE IS SPECIFIED
FOR ITEM 1, THIS PROXY WILL BE VOTED FOR THAT ITEM.
The undersigned hereby acknowledges receipt of the Notice of Special Meeting and
Proxy Statement dated January 21, 1998.
PLEASE MARK, SIGN AND DATE THIS PROXY AND RETURN IT IN THE ENCLOSED ENVELOPE.
DATED:_______________ ________________________________
[Signature]
________________________________
[Signature if jointly held]
________________________________
[Printed Name]
Please sign exactly as name appears on stock
certificate(s). Joint owners should each sign.
Trustees and others acting in a representative
capacity should indicate the capacity in which
they sign.
<PAGE>
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
-----------------------------------------
As independent public accountants, we hereby consent to the incorporation by
reference in this proxy statement of our report dated March 18, 1997 included in
Amedisys, Inc.'s Form 10-K for the year ended December 31, 1996.
/s/ ARTHUR ANDERSEN, LLP
New Orleans, Louisiana
January 20, 1998
