<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 10, 1997.
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
____________________
RENAL TREATMENT CENTERS, INC.
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(Exact name of registrant as specified in its charter)
Delaware 23-2518331
------------------------------- ------------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
Building 2, Suite 300
1180 West Swedesford Road
Berwyn, Pennsylvania 19312
(610) 644-4796
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(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
____________________
RENAL TREATMENT CENTERS, INC.
AMENDED AND RESTATED 1990 STOCK PLAN
------------------------------------
(Full title of plan)
____________________
Thomas J. Karl
Vice President, Secretary and General Counsel
Renal Treatment Centers, Inc.
Building 2, Suite 300
1180 West Swedesford Road
Berwyn, Pennsylvania 19312
(610) 644-4796
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(Name, address, including zip code, and telephone
number, including area code, of agent for service)
____________________
CALCULATION OF REGISTRATION FEE
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<TABLE>
<CAPTION>
Proposed Proposed
Title of securities Amount to be maximum offering maximum aggregate Amount of
to be registered registered price per share offering price registration fee
<S> <C> <C> <C> <C>
Common Stock, 2,150,000 shares (1) $52,930,474 (1) $16,040
$.01 par value
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</TABLE>
(1) Pursuant to paragraph (h) of Rule 457, the proposed maximum offering price
per share and the proposed maximum aggregate offering price have been
computed as follows: (a) with respect to the 1,426,276 shares for which
options have been granted but not exercised as of the date hereof, computed
upon the basis of the exercise price of such options of $20.125 to $26.625
per share and (b) with respect to the 723,724 shares for which awards have
not yet been made, computed on the basis of $29.50 per share, the average of
the high and low sales prices of the Common Stock of the Company on the New
York Stock Exchange on June 5, 1997.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
In accordance with General Instruction E of Form S-8, the contents of Renal
Treatment Centers, Inc.'s Form S-8 Registration Statement No. 33-85750, which
also relates to the Renal Treatment Centers, Inc. Amended and Restated 1990
Stock Plan, are incorporated herein by reference, and the following additional
information is also provided.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The consolidated balance sheets of the Company and its subsidiaries as of
December 31, 1996 and 1995 and the related consolidated statements of income,
stockholders' equity and cash flows for each of the three years in the period
ended December 31, 1996 incorporated by reference in this Prospectus have been
incorporated by reference herein in reliance on the report, which includes
reference to information audited by other auditors, of Coopers & Lybrand L.L.P.,
independent accountants, given on the authority of that firm as experts in
accounting and auditing, which report is also incorporated by reference herein.
The Company acquired Wichita Dialysis Group and Healthcare Corporation and
Affiliates in business combinations which have both been accounted for using the
pooling-of-interests method of accounting. The financial statements of Wichita
Dialysis Group and Healthcare Corporation and Affiliates for the year ended
December 31, 1994 were audited by Baird, Kurtz & Dobson and Deloitte & Touche
LLP, respectively, as stated in their reports incorporated by reference herein,
and have been so incorporated in reliance upon the reports of such firms given
upon their authority as experts in accounting and auditing. Baird, Kurtz &
Dobson and Deloitte & Touche LLP are independent auditors. The reports of
Coopers & Lybrand L.L.P., insofar as they relate to the amounts included for
Wichita Dialysis Group and Healthcare Corporation and Affiliates, are based
solely on the reports of Baird, Kurtz & Dobson and Deloitte & Touche LLP,
respectively.
Mr. Steven J. Udicious, Assistant General Counsel of the Company, has
passed upon the legality of the securities being offered pursuant to the Plan.
As of June 1, 1997, Mr. Udicious held options to acquire 15,000 shares of Common
Stock of the Company.
ITEM 8. EXHIBITS.
4.1 Renal Treatment Centers, Inc. Amended and Restated 1990 Stock
Plan (incorporated herein by reference to Exhibit No. 10.1 filed
under the Company's Annual Report on Form 10-K for the year ended
December 31, 1996).
5.1 Opinion of counsel as to the legality of the securities being
registered.
II-1
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23.1 Consent of counsel (included in the opinion filed as Exhibit
5.1).
23.2 Consent of Coopers & Lybrand L.L.P.
23.3 Consent of Deloitte & Touche LLP.
23.3 Consent of Baird, Kurtz & Dobson.
II-2
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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-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Berwyn, Pennsylvania on June 10, 1997.
RENAL TREATMENT CENTERS, INC.
By: /s/Robert L. Mayer, Jr.
-----------------------
Robert L. Mayer, Jr.,
President
Know all men by these presents, that each person whose signature appears
below constitutes and appoints Thomas J. Karl, Steven J. Udicious and Ronald H.
Rodgers, Jr., and each or any of them, as 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 any or all amendments or 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 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 any of them or their
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 below by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ---------------------------------- -------------------------------- -------------
<S> <C> <C>
/s/ Robert L. Mayer, Jr. President and Director June 10, 1997
- ---------------------------------- (principal executive officer)
Robert L. Mayer, Jr.
Executive Vice President and
- ---------------------------------- Director
Frederick C. Jansen
/s/ Ronald H. Rodgers, Jr. Vice President of Finance and June 10, 1997
- ---------------------------------- Chief Financial Officer
Ronald H. Rodgers, Jr. (principal financial officer)
/s/ Keith Jones Controller (principal accounting June 10, 1997
- ---------------------------------- officer)
Keith Jones
/s/ Claire W. Gargalli Director June 10, 1997
- ----------------------------------
Claire W. Gargalli
/s/ Patrick T. Ryan Director June 10, 1997
- ----------------------------------
Patrick T. Ryan
/s/ Michael R. Walker Director June 10, 1997
- ----------------------------------
Michael R. Walker
</TABLE>
<PAGE>
EXHIBIT INDEX
(Pursuant to Item 601 of Regulation S-K)
EXHIBIT NO. EXHIBIT
4.1 Renal Treatment Centers, Inc. Amended and Restated 1990 Stock
Plan (incorporated herein by reference to Exhibit No. 10.1 filed
under the Company's Annual Report on Form 10-K for the year ended
December 31, 1996).
5.1 Opinion of counsel as to the legality of the securities being
registered.
23.1 Consent of counsel (included in the opinion filed as Exhibit
5.1).
23.2 Consent of Coopers & Lybrand L.L.P.
23.3 Consent of Deloitte & Touche LLP.
23.4 Consent of Baird, Kurtz & Dobson.
<PAGE>
EXHIBIT 5.1
June 10, 1997
The Board of Directors of
Renal Treatment Centers, Inc.
1180 West Swedesford Road
Building Two, Suite 300
Berwyn, PA 19312
Ladies and Gentlemen:
I have acted as counsel to Renal Treatment Centers, Inc. (the "Company") in
connection with the preparation and filing with the Securities and Exchange
Commission under the Securities Act of 1933, as amended, of a Registration
Statement on Form S-8 (the "Registration Statement") relating to the offer and
sale by the Company of up to 2,150,000 shares (the "Shares") of the Common
Stock, $.01 par value of the Company pursuant to the Company's Amended and
Restated 1990 Stock Plan (the "Plan" ).
I have reviewed the Registration Statement, the Company's Restated Certificate
of Incorporation and By-Laws, each as amended to date, the corporate minutes and
other proceedings and records relating to the authorization, sale and issuance
of the Shares, and such other documents and corporate records as I have deemed
necessary or appropriate for the purpose of giving this opinion.
Based upon the foregoing, I am of the opinion that each of the Shares, when
issued in accordance with the terms and conditions of the Plan and of any
option, right or award granted thereunder, will be duly authorized, legally and
validly issued and outstanding, fully paid and nonassessable.
I hereby consent to the use of this opinion in the Registration Statement, and
further consent to the reference to my name under the caption "Interests of
Named Experts and Counsel" in the Registration Statement.
Sincerely,
/s/ Steven J. Udicious
Steven J. Udicious
<PAGE>
EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this registration statement
on Form S-8 of Renal Treatment Centers, Inc. of our report dated February 8,
1997, which includes reference to information audited by other auditors for
which the dates of their reports are July 14, 1995 and March 31, 1995, on our
audits of the financial statements and financial statement schedule of Renal
Treatment Centers, Inc. as of December 31, 1996 and 1995 and for each of the
three years in the period ended December 31, 1996. We also consent to the
reference in this registration statement on Form S-8 to our firm under the
caption "Interests of Named Experts and Counsel."
/s/ Coopers & Lybrand L.L.P.
COOPERS & LYBRAND L.L.P.
Philadelphia, Pennsylvania
June 9, 1997
<PAGE>
EXHIBIT 23.3
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
Renal Treatment Centers, Inc. on Form S-8 of our report dated March 31, 1995,
appearing in the Annual Report on Form 10-K of Renal Treatment Centers, Inc. for
the year ended December 31, 1996 and to the reference to us under the heading
"Interests of Named Experts and Counsel" in this Registration Statement.
/s/ Deloitte & Touche LLP
DELOITTE & TOUCHE LLP
Nashville, Tennessee
June 9, 1997
<PAGE>
EXHIBIT 23.4
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this Registration Statement of
Renal Treatment Centers, Inc. on Form S-8 of our report dated July 14, 1995,
except for Note 9 as to which the date is July 24, 1995, relating to the
financial statements of the Wichita Dialysis Group, appearing in the Form 10-K
Annual Report of Renal Treatment Centers, Inc. for the fiscal year ended
December 31, 1996 and to the reference to us under the heading "Interests of
Named Experts and Counsel" in this Registration Statement.
/s/ Baird, Kurtz & Dobson
BAIRD, KURTZ & DOBSON
Wichita, Kansas
June 9, 1997
