As filed with the Securities and Exchange Commission on December 31, 1996.
File No. 333-03843
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------------------
POST-EFFECTIVE
AMENDMENT NO. 5
TO
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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UROMED CORPORATION
(Exact name of Registrant as specified in its charter)
MASSACHUSETTS 04-3104185
(State or other jurisdiction (I.R.S. Employer
of organization) Identification No.)
64 A Street, Needham, Massachusetts 02194 (617) 433-0033
(Address and telephone number of registrant's principal executive offices)
--------------------------------
JOHN G. SIMON
Chairman of the Board of Directors,
President and Chief Executive Officer
UroMed Corporation
64 A Street
Needham, Massachusetts 02194
(617) 433-0033
(Name, address and telephone number of agent for service)
with copies to:
DONALD-BRUCE ABRAMS, ESQ.
Bingham, Dana & Gould LLP
150 Federal Street
Boston, Massachusetts 02110
(617) 951-8000
Approximate date of commencement of proposed sale to the public:
As soon as practicable after this Registration Statement becomes effective
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If the only securities being registered on this form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box. [ ]
If any of the securities being registered on this form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, 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 the Registration Statement shall become
effective on such date as the Commission, acting pursuant to Section 8(a), may
determine.
<PAGE>
P R O S P E C T U S
UROMED CORPORATION
2,335,026 Shares of
Common Stock, No Par Value
December 31, 1996
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This Prospectus ("Prospectus") of UroMed Corporation, a Massachusetts
corporation (the "Company"), relates to up to 2,335,026 shares (the "Shares") of
the Company's common stock, no par value per share (the "Common Stock") being
sold by certain stockholders of the Company (the "Selling Stockholders"), for
their respective accounts. See "Selling Stockholders." The Company will not
receive any proceeds from the sale of Shares by the Selling Stockholders. The
Common Stock is traded on The Nasdaq Stock Market under the symbol "URMD." On
December 30, 1996, the last reported sale price of the Common Stock on The
Nasdaq Stock Market was $9.875 per share.
The Company will pay all of the expenses incident to the registration,
offering and sale of the Shares to the public hereunder (other than commissions,
fees and discounts of underwriters, brokers, dealers and agents), estimated to
be $50,948. The Company has agreed to indemnify the Selling Stockholders and any
underwriters against certain liabilities, including liabilities under the
Securities Act of 1933 (the "Securities Act").
Subject to the conditions of a Registration Rights Agreement (the
"Registration Rights Agreement"), dated as of May 9, 1996, by and among the
Company, the ASI Liquidating Trust (the "Trust") the trustees of the Trust (the
"Trustees") and certain benefifp
ciaries of the Trust all or a portion of the
Shares may be disposed of by the Selling Stockholders from time to time in one
or a combination of the following transactions: (a) transactions (which may
involve block transactions) pursuant to the Registration Statement of which this
Prospectus is a part (the "Registration Statement") on the National Market
System of the Nasdaq Stock Market, or otherwise, at market prices prevailing at
the time of sale or at prices related to such prevailing market prices; (b)
privately negotiated transactions at negotiated prices, including underwritten
offerings, pursuant to the Registration Statement, (c) one or more distributions
to such Selling Stockholders' general or limited partners, or other affiliates,
in transactions exempt from the registration requirements of the Securities Act,
or (d) under Rule 144 under the Securities Act, if available. Pursuant to the
Registration Rights Agreement, the Trust, the Trustees and certain of the
Selling Stockholders have each agreed, subject to certain conditions, that they
will not, and they will cause any permitted transferee of their rights under the
Registration Rights Agreement not to, sell any Shares other than through any of
PaineWebber Incorporated, Vector Securities International, Inc. or Volpe, Welty
& Company (together the "Permitted Brokers"). The Selling Shareholders may
effect such transactions by selling the Shares directly to purchasers or by
selling the shares to or through the Permitted Brokers or, in certain cases,
through other underwriters, brokers or dealers, and the Permitted Brokers or
such other underwriters, brokers or dealers may receive compensation in the form
of discounts, concessions or commissions from the Selling Shareholders or the
purchasers of the Shares for whom the Permitted Brokers or such other
underwriters, brokers or dealers may act as agent, or to whom they sell as
principal, or both (which compensation to a particular underwriter, broker or
dealer might be in excess of customary commissions or be changed from time to
time). The Selling Shareholders and the Permitted Brokers or any other
underwriters, brokers, dealers or agents who participate in a sale of the Shares
may be deemed "underwriters" within the meaning of Section 2(11) of the
Securities Act and the commissions paid or discounts allowed to any of the
Permitted Brokers or any such other underwriters, brokers, dealers or agents in
addition to any profits received on resale of the Shares if any of the Permitted
Brokers or any such any underwriters, brokers, dealers or agents should purchase
any Shares as a principal may be deemed to be underwriting discounts or
commissions under the Securities Act. See "Plan of Distribution."
Certain of the Permitted Brokers or the other underwriters, dealers,
brokers or agents may have other business relationships with the Company and/or
its affiliates in the ordinary course.
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THESE SECURITIES INVOLVE A HIGH DEGREE OF RISK. SEE "RISK FACTORS AND
CAUTIONARY STATEMENT" BEGINNING ON PAGE 4.
<PAGE>
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED
UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
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No dealer, salesperson or other person has been authorized to give any
information or to make any representations not contained in this Prospectus or
any Prospectus Supplement, and, if given or made, such information or
representations must not be relied upon as having been authorized by the
Company. Neither this Prospectus nor any Prospectus Supplement constitutes an
offer to sell or a solicitation of an offer to buy any of the securities offered
hereby in any jurisdiction to any person to whom it is unlawful to make such an
offer in such jurisdiction. Neither the delivery of this Prospectus or any
Prospectus Supplement nor any sale made thereunder shall, under any
circumstances, create any implication that there has been no change in the
affairs of the Company since the date hereof or thereof.
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Underwriting Proceeds to Selling
Price to Public Discounts Stockholders
and Commissions
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Per Share (l) (1)(2) (1)(2)
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Total (1) (1)(2) (1)(2)
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(1) Under the securities laws of certain states, the Shares may be sold in such
states only through registered or licensed brokers or dealers. In addition,
in certain states the Shares may not be sold unless the Shares have been
registered or qualified for sale in such state or an exemption from
registration or qualification is available and is complied with.
See "Plan of Distribution" and "Selling Stockholders."
(2) The Company has agreed to prepare and file this Prospectus and the
Registration Statement and supplements and amendments thereto required by
the Securities Act with the Securities and Exchange Commission, to register
and qualify the Common Stock if required under applicable Blue Sky laws,
and to deliver copies of the Prospectus to the Selling Stockholders. The
expenses incurred in connection with the same, estimated at $60,948, will
be borne by the Company. The Company will not be responsible for any
discounts, concessions, commissions or other compensation due to any broker
or dealer in connection with the sale of any of the shares offered hereby,
which expenses will be borne by the applicable Selling Stockholder.
The date of this Prospectus is December 31, 1996.
2
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the reporting requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files periodic reports and other information with the Securities and
Exchange Commission (the "Commission"). Such reports, proxy statements and other
information concerning the Company may be inspected and copies may be obtained
(at prescribed rates) at public reference facilities maintained by the
Commission at Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549
and at the regional offices of the Commission located at Seven World Trade
Center, 13th Floor, New York, New York 10048 and at Northwest Atrium Center, 500
W. Madison Street, Suite 1400, Chicago, Illinois 60661-2511. Copies of such
material can also be obtained from the Public Reference Section, Securities and
Exchange Commission, 450 Fifth Street, N.W., Washington, D.C. 20549, upon
payment of prescribed rates. In addition, the Company is required to file
electronic versions of these documents with the Commission through the
Commissions Electronic Data Gathering, Analysis and Retrival (EDGAR) system. The
Commission maintains a World Wide Web site at http://www.sec.gov that contains
reports, proxy and information statements and other information regarding
registrants that file electronically with the Commission. The Company's Common
Stock is listed on The Nasdaq Stock Market, and reports, proxy statements and
other information concerning the company can also be inspected the offices of
the National Association of Securities Dealers, Inc. at 1735 K Street,
Washington, D.C. 20006.
The Company has filed a Registration Statement on Form S-3 under the
Securities Act with the Commission with respect to the Common Stock being
offered pursuant to this Prospectus. As permitted by the rules and regulations
of the Commission, this Prospectus omits certain of the information contained in
the Registration Statement. For further information with respect to the Company
and the Common Stock being offered pursuant to this Prospectus, reference is
hereby made to such Registration Statement, including the exhibits filed as part
thereof. Statements contained in this Prospectus concerning the provisions of
certain documents filed with, or incorporated by reference in, the Registration
Statement are not necessarily complete, each such statement being qualified in
all respects by such reference. Copies of all or any part of the Registration
Statement, including the documents incorporated by reference therein or exhibits
thereto, may be obtained upon payment of the prescribed rates at the offices of
the Commission set forth above.
Upon request, the Company will provide without charge to each person to
whom a copy of this Prospectus has been delivered a copy of any information that
was incorporated by reference in the Prospectus (other than exhibits to
documents, unless such exhibits are specifically incorporated by reference into
the information incorporated by reference in the Prospectus). The Company will
also provide upon specific request, without charge to each person to whom a copy
of this Prospectus has been delivered, a copy of all documents filed from time
to time by the Company with the Commission pursuant to the Exchange Act.
Requests for such copies should be directed to Kristen Galfetti, Investor
Relations Specialist, 64 A Street, Needham, Massachusetts 02194. Telephone
requests may be directed to Ms. Galfetti at (617) 433-0033.
3
<PAGE>
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
There is incorporated herein by reference the Annual Report on Form 10-K of
the Company for the fiscal year ended December 31, 1995 and the Quarterly
Reports on Form 10-Q of the Company for the fiscal quarters ended March 31,
1996, June 30, 1996, and September 30, 1996, filed with the Commission pursuant
to Section 13(a) of the Exchange Act, the Current Reports on Form 8-K of the
Company filed on March 26, 1996, May 15, 1996, June 7, 1996, and October 18,
1996 with the Commission pursuant to Section 13(a) of the Exchange Act and the
description of the Common Stock contained in the Company's Registration
Statement on Form 8-A filed with the Commission pursuant to Section 12(g) of the
Exchange Act.
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14
or 15(d) of the Exchange Act subsequent to the date of this Prospectus and prior
to the termination of the offering of the Common Stock shall be deemed to be
incorporated by reference in this Prospectus and to be a part hereof from the
date of filing such documents. Any statement contained herein or in a document,
all or a portion of which is incorporated or deemed to be incorporated by
reference herein, shall be deemed to be modified or superseded for purposes of
this Prospectus to the extent that a statement contained herein or in any other
subsequently filed document or portion thereof which also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Prospectus.
RISK FACTORS AND CAUTIONARY STATEMENT
An investment in the Shares being offered herein involves a high degree of
risk. Prospective investors should consider carefully the risk factors contained
in the Annual Report on Form 10-K of the Company for the fiscal year ended
December 31, 1995 which are incorporated herein by reference, in addition to the
following risk factors and the other information contained in this Prospectus
and the other information contained in the Registration Statement, including all
information incorporated hereby by reference, before purchasing the Shares
offered hereby. From time to time, the Company issues statements in public
filings or press releases, or officers of the Company may make public oral
statements with respect to the Company, that may be considered forward-looking.
In connection with the "safe harbor" provisions of the Private Securities Reform
Act of 1995, the Company believes that the following important factors which,
among others, could cause the Company's actual results for its 1996 fiscal year
and beyond to differ materially from those expressed in any forward-looking
statements made by, on behalf of, or with respect to, the Company, should be
considered by investors when reviewing such statements:
(bullet) The uncertainty that the Reliance(R) Insert and the Miniguard Patch(TM)
will gain market acceptance either among physicians or UI sufferers
in the United States or in Europe.
(bullet) The dependence by the Company on the success of two products, the
Reliance Insert and the Miniguard Patch.
(bullet) The uncertainty that the Company will be able to develop the ability to
produce commercial quantities of its products and produce such
quantities at an acceptable cost.
(bullet) The uncertainty that the Company will be able to develop an effective
sales force and implement a successful marketing plan for the
Reliance Insert and the Miniguard Patch in the United States.
(bullet) The Company's dependence on others for raw materials, including certain
materials available only from single sources.
(bullet) The effect of competing products and surgical and non-surgical
alternative treatments for incontinence.
(bullet) The uncertainty that the Company will be able to develop an effective
distribution network and implement a successful distribution strategy
for the Reliance Insert and the Miniguard Patch in Europe and
elsewhere.
(bullet) The uncertain protection afforded the Company by its patents and other
intellectual property relating to the Reliance Insert and the
Miniguard Patch.
(bullet) The uncertainty whether the Company will be able to achieve medical
reimbursement for the Reliance Insert or the Miniguard Patch in the
United States or in all European Markets.
(bullet) The uncertainty whether the Company will be able to manufacture, market
and sell its products at prices that permit it to achieve satisfactory
margins in the production and marketing of its products.
4
<PAGE>
Uncertainty of Market Acceptance of the Reliance Insert and Miniguard Patch
Each of the Reliance Insert and the Miniguard Patch represents a new
approach to managing certain types of UI, and there can be no assurance that
either product will gain any significant degree of market acceptance. The
Company believes that recommendations by physicians will be essential for market
acceptance of both the Reliance Insert and the Miniguard Patch, and there can be
no assurance that any such recommendations will be obtained. In addition, there
can be no assurance that the Reliance Insert or the Miniguard Patch will be
accepted by UI sufferers in the United States or abroad. The Reliance Insert
must be inserted into the urethra. Accordingly, some UI sufferers may not be
willing to use the device. Furthermore, certain transitory adverse effects such
as hematuria (incidence of blood in the urine), urinary tract infection, device
migration and anatomical findings such as irritation of the mucosa, have been
evident in varying degrees in the Company's clinical trials. The observation of
such adverse effects in patients, or the perception that the product could cause
any such adverse effects, could have the effect of discouraging some potential
users of the Reliance Insert. The Reliance Insert and the Miniguard Patch are
each patient-managed therapies and as such patients may at any time decide to
discontinue their use. During the course of the Company's clinical trials with
the Reliance Insert, significant numbers of patients have chosen to discontinue
use of the Reliance Insert for a variety of reasons, including the demands of
compliance with study protocols (including follow-up doctor visits, invasive
medical testing, laboratory testing and requirements that patients comply with
record-keeping requirements), discomfort experienced while using the Reliance
Insert and, in a comparatively small number of cases, urinary tract infections
experienced while using the device. Furthermore, the Reliance Insert and the
Miniguard Patch also may not be appropriate for use by UI patients who lack
sufficient dexterity or who suffer from other physical or mental conditions
which could have an impact on the safe and efficacious use of the device.
Finally, the pricing of the Reliance Insert and the Miniguard Patch in the
United States and in many foreign markets has not yet been determined, and the
pricing policies of the Company and its European distributors could adversely
impact market acceptance of these products as compared to competing products and
treatments. Any of the foregoing factors, or other factors, could limit or
detract from market acceptance of the Company's products in the United States
and abroad. Insufficient market acceptance of the Reliance Insert or the
Miniguard Patch would have a material adverse effect on the Company's business,
financial condition and results of operations. Although the safety and
efficacy of the Miniguard Patch was sufficient for FDA clearance, there can be
no assurance that the Miniguard Patch will continue to prove to be safe and
effective over the long-term and after wider use.
Dependence on Two Products
The Company expects to derive a substantial majority of its future
revenues from sales of the Reliance Insert and the Miniguard Patch. The
Company's failure to commercialize both of these products successfully would
have a material adverse effect on the Company's business, financial condition
and results of operations.
Limited Operating History; History of Losses; Profitability Uncertain
Since inception in October 1990, the Company has been primarily engaged in
research and development of the Reliance Insert. The Company acquired assets
relating to the Miniguard Patch in May 1996. The Company has experienced
significant operating losses since inception and, as of September 30, 1996, had
an accumulated deficit of $65.8 million. In addition, the development and
commercialization by the Company of the Reliance Insert, the Miniguard Patch and
other new products, if any, will require substantial product development
expenditures for the foreseeable future. The Company expects its operating
losses to increase over the foreseeable future and there can be no assurance
that the Company will be profitable in the future or that the Company's existing
capital resources and any funds provided by future operations will be sufficient
to fund the Company's needs, or that other sources of funding will be available.
5
<PAGE>
Limited Manufacturing Capability and Experience; Dependence on Others for Raw
Materials
The Company has limited experience in manufacturing commercial
quantities of its Reliance Insert and has not manufactured significant
quantities of any other products, including the Miniguard Patch. In addition,
the Company is currently unable to manufacture Reliance Inserts at a cost below
the price at which such products are currently being sold to the Company's
European distributors. In order to successfully commercialize the Reliance
Insert in the United States and abroad, the Company will have to reduce per-unit
manufacturing costs while maintaining the extremely high quality standards
required. In addition, the Company's current manufacturing capability for the
Reliance Insert may not be sufficient to produce the quantities which may be
required to support sales by its European distributors or by its direct
customers in the United States. Moreover, the Company may not be able to develop
additional manufacturing capability to produce quantities of the Reliance Insert
sufficient to supply such requirements. The Company has not yet developed any
capacity to manufacture the Miniguard Patch, and has not yet been able to
demonstrate that it will be able to manufacture the Miniguard Patch or to
develop such capacity on a cost-effective basis. Even if the Company does
develop such capacity, it may not be able to develop sufficient capacity to
produce the quantities of the Miniguard Patch that may be required to support
its sales. In order to develop sufficient additional manufacturing capacity, the
Company will have to make substantial capital expenditures on additional units
of the Company's automated assembly equipment for the Reliance Insert and new
equipment to manufacture the Miniguard Patch, and expand the Company's existing
manufacturing facility, and may have to acquire additional manufacturing space
at other locations. In the event that the Company is unable to manufacture
sufficient quantities of the Reliance Insert or Miniguard Patch to support its
obligations under its collaborative arrangements and ultimately to support
sales, the Company may be required to enter into arrangements with third parties
to manufacture these products. These other manufacturers may not be able to
manufacture the Reliance Insert or Miniguard Patch on commercially acceptable
terms or in quantities sufficient to permit the successful commercialization of
such products.
In addition, certain of the raw materials for the manufacture of the
Reliance Insert and the Miniguard Patch are available only from single sources.
In the event that the Company replaces its current raw materials used in the
Reliance Insert with alternative materials, additional testing may be required
in order for the Reliance Insert to maintain its regulatory approval. In the
event the Company replaces its current raw materials for the Miniguard Patch
with alternative materials, the Miniguard Patch, as modified, may require new
FDA and other regulatory approvals, and additional clinical and other testing
may be required in order to obtain such approvals. In addition to interruptions
in supplies of raw materials which may occur as a result of business risks
particular to such suppliers or the failure of the Company and any such supplier
to maintain satisfactory terms, such sources may decide for reasons beyond the
control of the Company, such as concerns about potential medical product
liability risk in general, to cease supplying such materials for use in medical
devices generally. Any interruption in the supply of raw materials currently
used by the Company or the usage of any alternative raw materials could have a
material adverse effect on the Company's business, financial condition and
results of operations.
Lack of Marketing and Sales Experience; Dependence on European Collaborative
Arrangements
The Company has not sold any products in the United States. The Company
currently employs few in-house marketing and sales professionals, although it is
in the process of developing a direct marketing and sales group in the United
States for its products and is beginning to commercialize the Reliance Insert
internationally through collaborative arrangements. There can be no assurance
that the Company can build an effective sales force, attract and retain its own
qualified marketing and sales group in the United States, or otherwise design
and implement an effective marketing and sales strategy for the Reliance
Insert, the Miniguard Patch or any future product developed by the Company.
6
<PAGE>
The Company believes that a significant portion of its future product
revenue will derive from certain European markets including Germany, France, The
Netherlands, the United Kingdom, Sweden, Norway, Denmark and Finland. The
Company has entered into collaborative arrangements with several European
companies providing for the marketing and sale of the Reliance Insert in these
countries. In general, pursuant to these agreements, the Company is required to
provide sufficient quantities of Reliance Inserts for sale by its European
distributors, and the Company's European distributors are required to market and
sell the Reliance Insert in such countries. There can be no assurance that the
Company's European distributors will be able to successfully market and sell the
Reliance Insert in their respective countries, that they will devote sufficient
resources to support the market launch of the Reliance Insert in those
countries, or that they will market the Reliance Insert at prices which will
permit the Reliance Insert to gain market acceptance in their respective
territories. In addition, the collaborative agreements impose certain
obligations upon the Company relating to delivery of commercial quantities of
the Reliance Insert, the maintenance of product liability insurance and the
clinical performance of the Reliance Insert. Failure or inability of the Company
to comply with any of these obligations under these agreements could permit the
Company's distributors to terminate their respective agreements. In addition,
there can be no assurance that each of these distributors will perform its
obligations under its respective agreement with the Company. Any such
termination or non-performance by one of the Company's European distributors
could have a material adverse impact on the ability of the Company to market and
sell the Reliance Insert in the relevant territories. Furthermore, failure by
the Company's European distributors to effectively market the Reliance Insert in
their respective territories could have a material adverse impact on the
Company's ability to market and sell the Reliance Insert in the United States.
The Company has not entered into any distribution arrangements with respect to
the Miniguard Patch for the European market or elsewhere, and does not currently
have a marketing strategy that would enable it to undertake commercialization of
the Miniguard Patch in Europe on a unilateral basis. In the event that the
Company is successful in developing satisfactory collaborative distribution
arrangements in one or more European markets for the Miniguard Patch, such
distribution arrangements will be subject to risks and uncertainties similar to
those of the Company's existing relationships with respect to the Reliance
Insert.
Competition and Technological Advances
The Company's ability to compete in the UI management field will depend
primarily upon physician and consumer acceptance of the Reliance Insert and
the Miniguard Patch, consistency of product quality and delivery, price,
technical capability and the training of health care professionals and
consumers. Other factors within and outside the Company's control will also
affect its ability to compete, including its product development and innovation
capabilities, its ability to obtain required regulatory clearances, its ability
to protect the proprietary technology included in its products, its
manufacturing and marketing capabilities and its ability to attract and retain
skilled employees. Certain of the Company's competitors have significantly
greater financial, technical, research, marketing, sales, distribution and other
resources than the Company. The Company's products are intended to be management
options for the treatment of certain types of female UI, but are not permanent
cures. The development of a permanent cure for female UI by any of the Company's
competitors could have a material adverse effect on the Company's business,
financial condition and results of operations. There can be no assurance that
the Company's present or future competitors will not succeed in developing or
marketing technologies and products that are more effective than any that are
being developed by the Company or that would render the Company's technology and
products obsolete or non-competitive.
Risk of Inadequate Funding; Future Capital Funding
The Company plans to continue to expend substantial funds on research
and product development, pursuit of regulatory approvals, expansion of its
manufacturing facilities and marketing and distribution of its products. The
Company also intends to invest in additional equipment in order to establish
sufficient manufacturing capabilities to supply commercial volumes of its
Reliance Insert and Miniguard Patch in the United States and abroad. Changes
in technology or sales growth beyond currently contemplated manufacturing
capabilities will require further capital investment. There can be no assurance
that the Company's existing capital resources and any funds generated from
future operations will be sufficient to finance any required investment or that
other sources of funding will be available. In addition, future sales of
substantial amounts of the Company's securities in the public market could
adversely affect prevailing market prices and could impair the Company's future
ability to raise capital through the sale of its securities.
7
<PAGE>
Continuing Risks of Regulatory Oversight
A medical device and its manufacturer are subject to continual review
after approval, and later discovery of previously unknown problems with a
product or the manufacturing process may result in restrictions on such product
or the manufacturer, including withdrawal of the product or products from the
market. The Company's manufacturing facilities are also subject to registration
requirements with and ongoing inspections by the FDA. Failure to comply with
applicable regulatory requirements may, among other things, result in fines,
suspensions of regulatory approvals, product recalls, operating restrictions and
criminal prosecution. The Company is also subject to regulation under federal,
state and local regulations regarding work place safety, environmental
protection and hazardous and controlled substance controls, among others. In
addition, the Company cannot predict the extent of government regulations or
impact of new government regulations which might have an adverse effect on the
production and marketing of the Company's products.
Uncertainty Regarding Patents and Protection of Proprietary Technology
The Company's ability to compete effectively will depend, in part, on its
ability to develop and maintain proprietary aspects of its technology. There can
be no assurance as to the validity of the United States patents held by the
Company with respect to the technology underlying the Reliance Insert or as to
the validity of the United States patents underlying the Miniguard Patch, or as
to the degree of protection offered by these patents. There can be no assurance
that the Company's patents will not be challenged, invalidated or circumvented
in the future. In addition, there can be no assurance that competitors, many of
which have substantial resources and have made substantial investments in
competing technologies, will not seek to apply for and obtain patents that will
prevent, limit or interfere with the Company's ability to make, use and sell its
products either inside or outside the United States. The defense and prosecution
of patent litigation or other legal or administrative proceedings related to
patents is both costly and time-consuming, even if the outcome is favorable to
the Company. An adverse outcome could subject the Company to significant
liabilities to third parties, require disputed rights to be licensed from others
or require the Company to cease making, using or selling any products. There can
be no assurance that any licenses required under any patents or proprietary
rights would be made available on terms acceptable to the Company, if at all.
The Company also relies on unpatented proprietary technology and there
can be no assurance that others may not independently develop the same or
similar technology or otherwise obtain access to the Company's unpatented
proprietary technology. In addition, the Company cannot be certain that others
will not independently develop substantially equivalent or superseding
proprietary technology, or that an equivalent product will not be marketed in
competition with the Company's products, thereby substantially reducing the
value of the Company's proprietary rights. There can be no assurance that any
confidentiality agreements between the Company and its employees will provide
meaningful protection for the Company's trade secrets, know-how or other
proprietary information in the event of any unauthorized use or disclosure of
such trade secrets, know-how or other proprietary information. Finally, there
can be no assurance that the Company's Reliance trademark or any
trademarks chosen and registered for the Miniguard Patch will provide meaningful
protection.
Product Liability Risk; Limited Insurance Coverage
The manufacture and sale of medical products and the conduct of
clinical trials using new technology entail the risk of product liability
claims. There can be no assurance that the Company's existing insurance coverage
limits are adequate to protect the Company from any liabilities which it might
incur in connection with the clinical trials of the Company's Reliance
Insert, the initial commercialization of the Reliance Insert in Europe or the
sale and use of the Miniguard Patch. The Company will require increased product
liability insurance coverage in connection with the commercial distribution of
its products in the United States and abroad. Such insurance is expensive and in
the future may not be available on acceptable terms, if at all. A successful
product liability claim or series of product liability claims brought against
the Company in excess of its insurance coverage could have a material adverse
effect on the Company's business, financial condition and results of operations.
In addition, any claims, even if not ultimately successful, could adversely
affect the market acceptance of the Company's products.
8
<PAGE>
Dependence on Key Personnel
The Company is dependent upon a number of key scientific and management
personnel. The loss of the services of one or more key individuals would have a
material adverse effect on the Company's business, financial condition and
results of operations. The Company's success will also depend on its ability to
attract and retain other highly qualified scientific and management personnel.
The Company faces competition for such personnel and there can be no assurance
that the Company will be able to attract or retain such personnel.
Uncertainty Relating to Third-Party Reimbursement
In the United States and many foreign countries, third-party
reimbursement is currently generally available for surgical procedures for
incontinence, but generally unavailable for patient-managed products such as
diapers and pads. As part of its near-term marketing plan in the United States,
the Company does not intend to seek third-party reimbursement for its Reliance
Insert or Miniguard Patch and the Company believes that the prospect of
government or private insurance reimbursement in the United States is unlikely.
In Europe, the Company and its European distributors have agreed to adopt a
strategy of pursuing reimbursement for the use of the Reliance Insert in each of
their respective territories where it is appropriate. The availability of
third-party reimbursement for the Reliance Insert in Europe varies from country
to country. While the Company has received notice that full reimbursement for
the use of the Reliance Insert would be provided by the relevant German, Swedish
and Norwegian governmental authorities and by certain authorities covering much
of Denmark, and Finland, it is unclear whether reimbursement will be available
for the Reliance Insert in the remainder of Denmark or Finland, or whether
reimbursement will be available for the Reliance Insert in France, The
Netherlands or the United Kingdom. It is also unclear whether or not such
reimbursement approvals as the Company has received may at some point in the
future be reversed. The Company has not yet established a strategy with respect
to seeking reimbursement for the Miniguard Patch outside of the United States.
If third-party reimbursement is unavailable in the relevant European country or
in the United States, consumers will have to pay for the Reliance Insert or
Miniguard Patch themselves, resulting in greater relative out-of-pocket cost of
such therapies as compared to surgical procedures and other management options
for which third-party reimbursement is available. Changes in the availability of
third-party reimbursement for the Reliance Insert or Miniguard Patch, for
products of the Company's competitors or for surgical procedures may affect the
pricing of the Company's products or the relative cost to the consumer. The
Company is not able to predict the effect that the availability or
unavailability of third-party reimbursement for the Reliance Insert or Miniguard
Patch may have on the commercialization of the such products abroad or in the
United States.
International Sales and Operations Risks
The Company, in conjunction with its European distributors, is
currently marketing the Reliance Insert in Germany, Sweden, Denmark, Norway
and Finland and intends to sell the Reliance Insert, the Miniguard Patch and
any future products to customers (including its European distributors) outside
of the United States. International sales and operations may be limited or
disrupted by the imposition of government controls, export license requirements,
political instability, trade restrictions, changes in tariffs or difficulties in
staffing and managing international operations. Foreign regulatory agencies
often establish product standards different from those in the United States and
any inability to obtain foreign regulatory approvals on a timely basis could
have an adverse effect on the Company's international business and its financial
condition and results of operations. Additionally, the Company's business,
financial condition and results of operations may be adversely affected by
fluctuations in currency exchange rates as well as increases in duty rates and
difficulties in obtaining export licenses. There can be no assurance that the
Company will be able to successfully commercialize the Reliance Insert, the
Miniguard Patch or any future product in any foreign market.
Volatility of Stock Price
The market price of the Common Stock may be highly volatile. Factors
such as quarter-to-quarter variations in the Company's operations or financial
performance and announcements of technological innovations or new products,
results of clinical trials or other regulatory or reimbursement events by the
Company or its competitors or any of its or their regulators could cause the
market price of the Common Stock to fluctuate significantly. In addition, in
recent years the stock markets in general, and the market prices for medical
technology companies in particular, have experienced significant volatility,
which often may have been unrelated to the operating performance of the affected
companies. Such volatility may adversely affect the market price of the Common
Stock.
9
<PAGE>
Certain Charter and By-Law Provisions May Affect Stock Price
The Company's Articles of Organization and the Company's Amended and
Restated By-Laws contain provisions that may have the effect of making it more
difficult for a third party to acquire control of, or of discouraging
acquisition bids for, the Company. This could limit the price that certain
investors might be willing to pay in the future for shares of Common Stock.
Certain Massachusetts Laws May Affect Stock Price
Certain Massachusetts laws contain provisions that may have the effect
of making it more difficult for a third party to acquire control of, or of
discouraging acquisition bids for, the Company. These laws include Chapter 110F
of the Massachusetts General Laws, which prohibits certain "business
combinations" with "interested stockholders," and Chapter 110D, entitled
"Regulation of Control Share Acquisitions." These provisions could limit the
price that certain investors might be willing to pay in the future for shares of
Common Stock.
Effect of Issuance of Preferred Stock
Shares of preferred stock may be issued in the future without further
stockholder approval and upon such terms and conditions, and having such rights,
privileges and preferences, as the Board of Directors may determine. The rights
of the holders of Common Stock will be subject to, and may be adversely affected
by, the rights of the holders of any preferred stock that may be issued in the
future. In addition, the issuance of preferred stock could have the effect of
making it more difficult for a third party to acquire control of, or of
discouraging acquisition bids for, the Company. This could limit the price that
certain investors might be willing to pay in the future for shares of Common
Stock.
Concentration of Ownership
As of August 31, 1996, Directors and officers of the Company and their
affiliates owned approximately 24% of the Common Stock. As a result, such
persons have the ability to control the Company and direct its affairs and
business.
Absence of Dividends
The Company has not paid cash dividends and does not anticipate doing
so for the foreseeable future.
Shares Available for Future Sale
The future sale of shares of the Company's Common Stock could have an
adverse effect on the market price of the Common Stock. Such sales could be made
by existing stockholders and by holders of outstanding options and warrants to
purchase shares of Common Stock pursuant to Rule 144 or Rule 701 under the
Securities Act of 1933, as amended (the "Securities Act"), by stockholders
purchasing shares of Common Stock in the offering contemplated by this
prospectus or in the public market after completion of the offering, by
stockholders, optionholders or warrantholders exercising outstanding
registration rights or pursuant to one or more registration statements covering
the issuance of stock options and Common Stock to employees of the Company. The
Company currently has an effective registration statement on file with the
Securities and Exchange Commission covering the sale of up to 6,184,522 shares
of Common Stock. This registration statement was filed pursuant to the exercise
of registration rights previously provided to certain shareholders of the
Company. Including the shares covered by such registration statement, the
2,500,000 shares sold by the Company in a public offering completed in November
1995, the 5,000,000 shares sold in the Company's initial public offering in
March 1994, and the 2,335,016 shares covered by the registration statement of
which this Prospectus is a part, the Company estimates that approximately
26,000,000 shares of Common Stock (including shares of Common Stock issuable
upon exercise of outstanding options that were exercisable at March 31, 1996)
are eligible for sale pursuant to Rule 144 or Rule 701 or an effective
registration statement under the Securities Act.
10
<PAGE>
THE COMPANY
The Company is focused on the development, manufacture and marketing of
products for the management of urological and gynecological disorders. The
Company's first two products, the Reliance Insert, a small balloon-tipped,
single-use plug, and the Miniguard Patch, a small, disposable, prescription
adhesive patch placed against the urethral opening, are intended for the
management of certain types of female urinary incontinence ("UI"). UI is the
loss of bladder control resulting in the involuntary leakage of urine in amounts
considered to be a social or personal problem. According to the U.S. Department
of Health and Human Services, there are approximately 10 million UI sufferers in
the United States, of which the Company estimates that approximately 85% are
women. Of these 8.5 million women, the Company has initially identified a target
market of 1.5 million UI sufferers as potential users of its Reliance Insert.
A broader group of mild to moderate UI sufferers will be targeted for use of the
Miniguard Patch, which has been approved for marketing by the U.S. Food and Drug
Administration. Sales of the Reliance Insert commenced in Germany in
September 1995, and pre-commercialization activities have been initiated in
certain additional European countries. Clinical trials of the Reliance Insert
are continuing in the United States.
The address of the principal executive office of the Company is 64 A
Street, Needham, Massachusetts 02194. The telephone number of the Company is
(617) 433-0033.
USE OF PROCEEDS
The Company will not receive any proceeds from the sale of the shares by
the Selling Stockholders.
SELLING STOCKHOLDERS
On May 9, 1996, the ASI Liquidating Trust (the "Trust") acquired 1,868,021
shares of the Common Stock from the Company in a transaction exempt from the
registration requirement of the Securities Act, in connection with an Asset
Purchase Agreement, dated as of May 9, 1996, pursuant to which the Company
purchased a majority of the assets of the Trust in exchange for $7,000,000 in
cash, 1,868,021 of the Shares and an obligation to issue 467,005 additional
shares of the Common Stock to the Trust, subject to adjustment under certain
circumstances, on the effective date of the registration statement of which this
Prospectus is a part. On May 28, 1996, the Company issued the 467,005 additional
shares of Common Stock to the Trust in a transaction exempt from the
registration requirement of the Securities Act.
The Trust has represented to the Company that the 2,335,026 shares of the
Common Stock issued to the Trust in the transaction described above were
acquired by the Selling Stockholders (who, the Company understands from the
Trust, are all beneficiaries of the Trust or limited partners of such
beneficiaries) from the Trust in transactions exempt from the registration
requirement of the Securities Act. Pursuant to the Registration Rights
Agreement, dated as of May 9, 1996, among the Company, the Trust, the trustees
of the Trust and certain of the Selling Stockholders, the Company agreed to file
with the Commission the Registration Statement, of which this Prospectus is a
part, with respect to the resale of the Shares. The Company has committed to
keep the Registration Statement effective until the earlier of (i) the second
anniversary of the latest date on which shares of the Common Stock covered by
such Registration Statement are issued by the Company to the Trust, (ii) such
time as all the Common Stock covered by such Registration Statement have been
sold, or (iii) such time that all shares of the Common Stock for which the
Company has an obligation to register pursuant to the terms of the Registration
Rights Agreement may be sold without limitation under the Securities Act.
However, the Company may in its discretion agree to extend the effectiveness of
the Registration Statement beyond such date. The Company has agreed to indemnify
the Selling Shareholders and their officers, directors and controlling persons
against certain liabilities, including certain liabilities under the Securities
Act.
As of June 26, 1996, except as noted below, none of the Selling
Shareholders held of record more than 1% of the Company's outstanding Common
Stock. None of the Selling Stockholders has had any position, office or other
material relationship within the past three years with the Company or its
affiliates.
11
<PAGE>
As of October 31, 1996, there were 26,435,747 shares of the Common Stock
issued and outstanding.
The following table sets forth certain information regarding the
beneficial ownership of the Common Stock as of June 26, 1996 and as adjusted to
reflect the sale of all of the Common Stock offered hereby by each of the
Selling Stockholders.
<TABLE>
<CAPTION>
Name of Selling Shares Beneficially Owned Shares to be Beneficially
Stockholder Prior to Offering (1) Shares Offered (2) Owned After Offering
- ---------------- ------------------------- ------------------ -------------------------
<S> <C> <C> <C>
Mr. John W. Baer 2,496 2,496 0
Carolyn/Kenneth D.
Brody Foundation
Kenneth D. Brody, TTEE 1,664 1,664 0
Mr. Thomas J. Cable 1,664 1,664 0
Robert R. Cole 1,614 1,614 0
Mr. James A. Delaney 2,219 2,219 0
Mr. Peter W. Eising 1,664 1,664 0
Mr. David W. Ehlers 1,664 1,664 0
Mr. Kenneth A. Eldred 1,664 1,664 0
Mr. Stephen Friedman 1,664 1,664 0
General Electric Venture
Capital Corporation 44,375 44,375 0
KEL Enterprises, Ltd. 2,329 2,329 0
Edmund T./Diane R. King, JTRS 1,664 1,664 0
The Kranz Family Trust dtd
4/29/82, Thomas Kranz, TTEE 1,220 1,220 0
Mr. Benjamin V. Lambert 832 832 0
Long-New Investment Partners II 6,657 6,657 0
Ronald M. Lott Family Trust
dtd 3/9/92, Ronald M. Lott, TTEE 1,664 1,664 0
Mr. William S. Love 2,080 2,080 0
C. Stuart McPherson 1,832 1,832 0
Frederick S. Love 431 431 0
Mr. Peter K. Maier 3,883 3,883 0
NT Investments 300 300 0
Crown Hill Trust dtd
10/1/75, Virgil B. Pettigrew, TTEE 3,328 3,328 0
Rainbow Venture Partners
Partners L.P. 5,547 5,547 0
Michael Raoul-Duval 1,664 1,664 0
RCM Investments II 1,664 1,664 0
RCS Investment Group No. 7 4,216 4,216 0
12
<PAGE>
The Schmidt Family Trust
dtd 5/22/83, Chauncey
Schmidt, TTEE 3,328 3,328 0
Security Equity Partners II 1,664 1,664 0
J.F. Shea Co., Inc. 11,094 11,094 0
Stone Street Fund 1984 1,664 1,664 0
Harrison F. Tempest 1,664 1,664 0
William C./Cynthia D.
Turner Trust dtd 1/7/82
William C. Turner, TTEE 1,664 1,664 0
Alfred A. Moore 1,664 1,664 0
FB MTP Partners 8,320 8,320 0
Mary Newman 1,664 1,664 0
Bruce Wasserstein 1,664 1,664 0
Peter W. Certo 1,331 1,331 0
A. Michael Frinquelli 1,331 1,331 0
Peter A. Gordon 1,664 1,664 0
Peter M. Gottsegen 1,664 1,664 0
Steven Grand-Jean 1,664 1,664 0
David S. Kirkland 1,331 1,331 0
Martin L. Liebowitz 1,664 1,664 0
John W. Meriwether 3,328 3,328 0
Edwin R. Olsen 1,664 1,664 0
PB-SB 1983 Investment Partnership III 32,319 32,319 0
Joan O. Camins 166 166 0
Michael H. Epstein 832 832 0
Steven Hamburger 166 166 0
Joel D. Kazis 233 233 0
Robert M. Keating 555 555 0
Robert D. Maum 1,331 1,331 0
Richard J. Schmeelk 2,773 2,773 0
Max Stern 333 333 0
Harold Tanner 2,496 2,496 0
William J. Tennison, IV 333 333 0
SLR Ventures 2,663 2,663 0
B.R.N.G. Associates 1,548 1,548 0
The Donald S. Carlson
Family Trust dtd 3/16/88
Vita Vascasseno, TTEE 774 774 0
Gene Whitmyre 774 774 0
13
<PAGE>
Nitin Mehta 1,043 1,043 0
Gerald Wisnia 377 377 0
Virginia R. Fauvre 1,548 1,548 0
David V. A. Fauvre 1,547 1,547 0
David E./Shirley M. Hartley,
Community Property 3,095 3,095 0
Howard M. Holtzmann 1,548 1,548 0
Hyman/Myrna Mitchner,
Community Property 3,095 3,095 0
Raymond F./Mary Ann
O'Brien Revocable Family
Trust dtd 7/27/84,
R./A. O'Brien, TTEES 1,548 1,548 0
Wade Associates 774 774 0
Alan D. Biller Trust Agmt
dtd 7/25/90,
Alan D. Biller, TEE 208 208 0
J. Elizabeth Biller 208 208 0
John E. Bingham 832 832 0
William R./Wendyce H. Brody, JTRS 665 665 0
COB, Ltd. 444 444 0
Carey Orr Cook 400 400 0
Keith E. Doerge 832 832 0
J. Sanford Miller Constance
Corcoran Miller, TTEES U/D/A
dtd 6/6/95 832 832 0
Clinton E./Susan K. Nagy,
Community Property 832 832 0
John F. Nicholson 333 333 0
Robert J./Barbara L. Roth,
Community Property 555 555 0
The Rudoff Revocable Trust
dtd 5/6/75, Arnold G. Rudoff, TTEE 416 416 0
Dewey L./Helen W. Shepherd, JTRS 555 555 0
Siegel Living Trust, Arnold
W. Siegel/Stephanie E.
Siegel, Co-Trustees 1,664 1,664 0
Michael G. Smith 807 807 0
Donald E. Weed 555 555 0
David M./Christine Balabanian,
Community Property 774 774 0
Norman I. Book, Jr. 773 773 0
The Bortz Family Trust dtd
1/27/84, Walter M. Bortz TTEE 773 773 0
R. Edward/Joanne McGrath 360 360 0
Frank A. Cappiello 361 361 0
Emmet J. Cashin III 774 774 0
14
<PAGE>
Cooke Family Trust dtd
4/18/91, Bryan/Aileen
Cooke, TRUSTEES 387 387 0
Crowley Inter Vivos Trust
dtd 10/25/76, Jerry R./
Nancy Lou Crowley, TTEES 774 774 0
Donald J./Margaret C.
Gordon, Community Property 1,664 1,664 0
John A. Herman 278 278 0
The Kamath Revocable Trust
dtd 5/21/85, B. Yeshwant
Kamath, TTEE 554 554 0
Nitin T. Mehta 832 832 0
The Nakamura Revocable Tr.
dtd 11/28/89,
M/M N. Nakamura, TTES 464 464 0
John D. Nichols IRA Rollover
Trust, John D. Nichols, TTEE 554 554 0
Matthew Adams & Assoc.,
Inc. Profit Sharing and Money
Purchase Pension Trust 1,548 1,548 0
Vincent L./Jean E. Ricci,
Community Property 516 516 0
ROBCO 1,329 1,329 0
Antonio R.Sanchez-Corea 554 554 0
Richard L. Segal 278 278 0
Barry H./Julia M. Smith
Community Property 715 715 0
Timothy C./Elizabeth
B. Smith 774 774 0
Dean A. Spanos 774 774 0
George G./Mary A. Spanos,
Community Property 1,409 1,409 0
Sterling Interests, Inc. 1,664 1,664 0
Thoits Bros., Inc. 1,869 1,869 0
John D. Nichols IRA
Rollover Trust, John D.
Nichols, TTEE 688 688 0
John B./Christine J. Mumford
Trusts, U/D/T dtd. 10/13/83
John B./Christine J. Mumford, TTEES 774 774 0
The West Family Trust
dtd 1/8/88, John A./
Anne E. West, TTEES 774 774 0
Transcorp, c/f, Gerald
Wisnia, SEP-0344-00 288 288 0
Herbert W./Margaret T. Richards,
Community Property 344 344 0
WLRB Investments 1,547 1,547 0
David B. Crane 1,614 1,614 0
Fred L./Beth D. Karren,
Community Property 688 688 0
15
<PAGE>
Robert S. Semple Trust
Agreement dtd 4/1/80,
Robert S. Semple, TTEE 943 943 0
Janet M. Buchan 817 817 0
Blacklock 1982 Family Trust
dtd 1/21/82, Peter J.
Blacklock, TTEE 983 983 0
Transcorp C/F Thomas M.
Evans, Jr., SEZ-0055-00 264 264 0
MSC Partners 875 875 0
Redwood Partnership 591 591 0
Cole M. Reed Trust
dtd 1/11/80,
Billee L. Reed, TTEE 818 818 0
Vincent L./Jean E. Ricci,
Community Property 272 272 0
Joseph S. Wand M.D. Trust
Fund, Pension Plan
dtd 4/27/78 Joseph S.
Wand, M.D., TTEE 818 818 0
Pensco, FBO Margaret T.
Richards, IRA Rollover 1,091 1,091 0
Transcorp C/F Linda L.
Evans, IRZ-1156-OR 264 264 0
Harry M./Carol J. Anthony,
Community Property 1,548 1,548 0
R.B./G.G. Bernstein, TTEES
Ralph/Gail Bernstein Living
Trust Agmt dtd 11/16/91 310 310 0
Bobger Associates 774 774 0
Marilyn Bohl 1,548 1,548 0
David A. Brewer 940 940 0
Ronald F./Susan S. Briggs,
Community Property 774 774 0
R. Edward/Joanne McGrath 443 443 0
Frank A. Cappiello 442 442 0
Richard H. Colbet Revocable
Trust 1,298 1,298 0
Ronald C./Gayle Conway,
Community Property 1,085 1,085 0
Donald Cresci Family
Revocable Trust Agreement
dtd 8/29/91, Donald/Julene
Cresci, TTEES 388 388 0
Ernest J. Cresci Family
Revocable Trust Agreement
dtd 8/30/91, Ernest/Jeanne
Cresci, TTEES 774 774 0
Thomas M. Evans, Jr. 200 200 0
Frank E. Farella 950 950 0
Neil Flanzraich 1,548 1,548 0
16
<PAGE>
Gak Family Trust
dtd 11/17/80,
Carl/Carol Gak, TTEES 774 774 0
David A. Geddes 311 311 0
Charlotte H. Gerdes 774 774 0
Michael Goodman 1,548 1,548 0
John J. Halsey 104 104 0
Marilyn S. Halsey 103 103 0
Allan A. Harris and Betsy A.
Harris Living Trust dtd 4/27/94
Allan A./Betsy A. Harris, TTEES 1,360 1,360 0
H. Michael/Jean M. Kane,
Community Property 517 517 0
Virginia Hovorka Family
Trust dtd 4/5/84, Virginia
Hovorka, TTEE 774 774 0
Steven R. Kutcher 156 156 0
David Alan Lee 774 774 0
Bruce G. McCauley Family
Trust dtd 1/28/80,
Bruce G. McCauley, TTEE 774 774 0
Byron F. McMillan/Nancy L.
McMillan Trust dtd 6/16/80,
Trust A 496 496 0
Byron F. McMillan/Nancy L.
McMillan Trust dtd 6/16/80,
Trust B 497 497 0
Talbot G./Carmela M.
Mortarotti,
JTRS 774 774 0
E.F. Nagao Trust
dtd 1/4/89
c/o Esther F. Nagao, TTEE 774 774 0
E.J./Yvonne M. Parish
Community Property 527 527 0
George B. Richardson 833 833 0
Susan H. Richardson 832 832 0
Ben A. Schuck III 497 497 0
Eugene/Zina Segre Living
Trust dtd 2/24/82,
Eugene/Zina Segre, TTEES 620 620 0
Christopher M./Sandra F.
Smith, Community Property 1,548 1,548 0
Charles O./Rochelle L.
Teising, Community Property 497 497 0
Farella, Braun & Martel
HR-10 Retirement Trust
Self-Directed H. Lee Van Boven
American Trust Company of
Hawaii, Inc., TTEE 807 807 0
John C. Walters 774 774 0
Gwendolyn Weiner 1,548 1,548 0
17
<PAGE>
R. Wentz Construction, Inc.
Defined Benefit Plan dtd
11/1/79, Richard J.
Wentz, TTEE 517 517 0
M.D./Janet E. Wood Trust
M.D./Janet E. Wood, TTEES 774 774 0
Richard S./Christine K. Bebb,
Community Property 1,052 1,052 0
Howard Marans 200 200 0
Gerald Wisnia 200 200 0
Gastroenterology Associates
Of the East Bay Medical
Group, Inc. Profit Sharing/
Money Purchase Pension
Plans and Trusts, FBO
Bernstein MD 490 490 0
The Brandon Family Trust
dtd 1/13/84, Chester H./
Margaret C. Brandon. TTEES 883 883 0
The Margaret C. Brandon
1987 Trust, Margaret C.
Brandon, TTEE 744 744 0
John J. Halsey 54 54 0
Marilyn S. Halsey 54 54 0
H. Michael/Jean M. Kane,
Community Property 1,091 1,091 0
Home Maid Ravioli Co., Inc.
Profit Sharing Plan dtd
4/1/81, Donald/Ernest Cresci,
TTEES 818 818 0
Steven R. Kutcher 163 163 0
The James J. Ludwig Trust
dtd 11/11/88, James J.
Ludwig, TTEE 818 818 0
The Lundy Trust dtd 7/19/95 1,110 1,110 0
Mahuma, N.V. 1,636 1,636 0
IRA of Robert W. Merwin
Acc #126-66357-063 818 818 0
Frederick Sawyer 524 524 0
Resources Trust, TR
FBO/Prvile C. Teising,
Acc #1-346345729 292 292 0
R. Wentz Construction, Inc.
Defined Benefit Plan dtd
11/1/79, Richard J.
Wentz, TTEE 1,089 1,089 0
Yates Family Revocable
Trust dtd 6/22/94, Don B./
Jane B Yates, TTEES 231 231 0
Mr. Larry Abrams 3,518 3,518 0
Acacia Mutual Life Insurance 11,728 11,728 0
Mr. Carey Preston Butcher 1,759 1,759 0
Comerica Ventures Corporation 5,863 5,863 0
18
<PAGE>
Allwin Holdings Ltd. 3,518 3,518 0
Leeway & Co. 11,728 11,728 0
Fox Partners '73 7,036 7,036 0
Stephen/Barabara Friedman
Foundation dtd 12/19/79,
Mr. Stephen Friedman, TTEE 1,759 1,759 0
IAI Venture Partners 35,181 35,181 0
Kleiner Family Tr. dtd
10/31/89, M/M Kleiner, TTEES 5,863 5,863 0
Nr, Benjamin V. Lambert 879 879 0
Mr. Addison Lanier 1,759 1,759 0
Marion Ventures 9,534 9,534 0
NT Investments 1,442 1,442 0
Dennis D. Paboojian and
Karen J. Paboojian Trust
dtd 9/29/80, Dennis/Karen
Paboojian, TTEES 1,759 1,759 0
KANE & Co.
Chase Manhatten Bank, TTEE 11,729 11,729 0
Sun Finanace and Trade
(Panama), Inc. 5,277 5,277 0
THORN EMI Venture Fund
Limited 1,759 1,759 0
University of Pittsburgh 5,863 5,863 0
Okoboji Trust dtd 6/19/85,
James F. Willenborg, TTEE 1,759 1,759 0
Wolfensohn Associates L.P. 11,729 11,729 0
The First Venture Fund
(Monroe & Co.) 17,590 17,590 0
George P. Hutchinson 1,759 1,759 0
David S. Kirkland 352 352 0
PB-SB 1983 Investment
Partnership III 1,841 1,841 0
Willaim J. Tierney, Jr. 1,759 1,759 0
Hopkins & Carley Profit
Sharing Plan & Trust
(Restated) dtd 4/16/85 1,183 1,183 0
Wade Associates 818 818 0
Andrew Alcon 517 517 0
Mark Begelman 95 95 0
Edwin Berlin, Jr. 116 116 0
David J. Blecki 461 461 0
R. Scot Clark 96 96 0
David Coelho 95 95 0
Mel D. Connet 116 116 0
19
<PAGE>
John B. Conroy 96 96 0
Albert V. Crewe 116 116 0
Dennis Dauenhauer 95 95 0
Neal Douglas 1,776 1,776 0
Michael Grisham 96 96 0
Gary N. Hughes 116 116 0
Robert C. Hawk 116 116 0
Walter Kortschak 1,777 1,777 0
Michael Lack 115 115 0
The Milder Community
Property Trust DTD
11/7/91, Donald B/
Terri L. Milder, TTEES 2,733 2,733 0
Richard Nedbal 114 114 0
Sophia Pesotchinsky 95 95 0
Robert L. Petkun 114 114 0
Peter Sognefest 115 115 0
William Sousa 114 114 0
Douglas Stone 95 95 0
L. James Strand 114 114 0
John Walker 95 95 0
Michael E. Watts 114 114 0
Robert L. Wehrli 115 115 0
Tom D. Whitaker 95 95 0
Ronald Yamamoto 95 95 0
Moshe Alafi, Trustee 1,085 1,085 0
Christopher D. Alfi, Trustor
Moshe Alafi, Trustee 723 723 0
Shireen Alfi, Trustor
Bryco Investments 235,043 1,808 233,235
Landmark Equity Partners II 36,165 36,165 0
Landmark Equity Partners V 7,233 7,233 0
Gibralter Trust 6,439 6,439 0
Hudson Trust 794 794 0
Mallinckrodt Group, Inc. 36,165 36,165 0
Kaiser Family Foundation 7,233 7,233 0
Marion Laboratories, Inc. 36,164 36,164 0
Medtronic, Inc. 36,164 36,164 0
Merieux Canada Holdings, Ltd. 18,082 18,082 0
Owens-Illinois Trust 21,699 21,699 0
Franz Wirtz 904 904 0
Hannemarie Wirtz 904 904 0
20
<PAGE>
Yale University 7,233 7,233 0
Hamquist 4,518 4,518 0
H & Q Investors 1,556 1,556 0
H & Q Ventures International 41,998 41,998 0
H & Q Ventures IV 41,998 41,998 0
Hambrecht & Quist Group 26,562 26,562 0
H & Q TV Management N.V. 22 22 0
Hambrecht & Quist Venture
Partners 1,879 1,879 0
H&Q London Ventures 21,859 21,859 0
Hansa A.G. 23,345 23,345 0
Southern California Ventures II,
a California Limited Partnership 297,864 297,864 0
Robert Elliott 68,145 68,145 0
Bruce E. Fettel Separate Property
Trust Est. February 18, 1982 27,608 27,608 0
Walter S. Baer Revocable Trust
Dated August 19, 1987 7,137 7,137 0
Miriam Baer 3,784 3,784 0
Alan Baer 2,935 2,935 0
Nick E. Yocca Profit Sharing
Trust 4,308 4,308 0
Louis Knobbe 2,154 2,154 0
Brentwood Associates IV, L.P. 296,496 296,496 0
Evergreen IV, L.P. 111,736 111,736 0
Medicus Venture Partners 1990 186,436 186,436 0
Medicus Venture Partners 1992 12,131 12,131 0
Medicus Venture Partners 1993 25,104 25,104 0
Robert F. Rosenbluth 251,679 251,679 0
Jay Lenker 59,453 59,453 0
Thomas J. Berryman 21,295 21,295 0
Brian Cox 6,436 6,436 0
Rodney Brenneman 3,748 3,748 0
Nick E. Yocca 1,780 1,780 0
James Swope 1,609 1,609 0
Kim Maya 192 192 0
John Schaffer 58 58 0
Sandra K. Fiori 1,897 1,897 0
Steve Trom 2,414 2,414 0
Sue Lyons 1,092 1,092 0
Michael Jackson 862 862 0
G. Robert Greene 20,697 20,697 0
21
<PAGE>
Dana Luitjens 1,092 1,092 0
R. Perez-Marrero 344 344 0
Norma E. Bonis 517 517 0
William Moseley 2,587 2,587 0
Lynette Marksberry 1,092 1,092 0
Michael Brown 2,414 2,414 0
Barry Calvarese 12,397 12,397 0
Rick Carlson 11,498 11,498 0
Barbara Campagna 931 931 0
Michael Shine 1,559 1,559 0
Pat Maley 9,578 9,578 0
William Amaden 11,038 11,038 0
The ASI Liquidating Trust 24 24 0
</TABLE>
(1) The Company believes, based on information provided by the Trust and
the Selling Stockholders, that each Selling Stockholder has sole voting and
investment power with respect to the Shares beneficially owned by such Selling
Stockholder.
(2) See "Plan of Distribution."
Certain of the Permitted Brokers or the other underwriters, dealers,
brokers or agents may have other business relationships with the Company and/or
its affiliates in the ordinary course.
Under the securities laws of certain states, the Shares may be sold in
such states only through registered or licensed brokers or dealers. In addition,
in certain states the Shares may not be sold unless the Shares have been
registered or qualified for sale in such state or an exemption for registration
or qualification is available and is complied with.
The Company will pay all of the expenses incident to the registration,
offering and sale of the Shares to the public hereunder other than commissions,
fees and discounts of underwriters, brokers, dealers and agents. The Company has
agreed to indemnify the Selling Stockholders and any underwriters against
certain liabilities, including liabilities under the Securities Act. The Company
will not receive any of the proceeds from the sale of any of the Shares by the
Selling Stockholders. See "Plan of Distribution."
22
<PAGE>
PLAN OF DISTRIBUTION
Subject to the conditions of the Registration Rights Agreement, all or
a portion of the Shares may be disposed of by the Selling Stockholders from time
to time in one or a combination of the following transactions (a) transactions
(which may involve crosses or block transactions) pursuant to the Registration
Statement on the National Market System of the Nasdaq Stock Market or otherwise,
at market prices prevailing at the time of sale, or at prices related to such
prevailing market prices; (b) privately negotiated transactions at negotiated
prices, including underwritten offerings, pursuant to the Registration
Statement, (c) one or more distributions to such Selling Stockholders' general
or limited partners, or other affiliates, in transactions exempt from the
registration requirements of the Securities Act, or (d) under Rule 144 under the
Securities Act, if available. Pursuant to the Registration Rights Agreement, the
Trust, the Trustees and the Selling Stockholders have each agreed, subject to
certain conditions, that they will not, and they will cause any permitted
transferee of its rights under the Registration Rights Agreement not to, sell
any Shares other than through any of PaineWebber Incorporated, Vector Securities
International, Inc. or Volpe, Welty & Company (together the "Permitted
Brokers"). The Selling Shareholders may effect such transactions by selling the
Shares directly to purchasers or by selling the shares to or through the
Permitted Brokers or, in certain cases, through other underwriters, brokers or
dealers and the Permitted Brokers or such other underwriters, brokers or dealers
may receive compensation in the form of discounts, concessions or commissions
from the Selling Shareholders or the purchasers of the Shares for whom the
Permitted Brokers or such other underwriters, brokers or dealers may act as
agent, or to whom they sell as principal, or both (which compensation to a
particular underwriter, broker or dealer might be in excess of customary
commissions or be changed from time to time). The Selling Shareholders and the
Permitted Brokers or any other underwriters, brokers, dealers or agents who
participate in a sale of the Shares may be deemed "underwriters" within the
meaning of Section 2(11) of the Securities Act and the commissions paid or
discounts allowed to any of the Permitted Brokers or any such other
underwriters, brokers, dealers or agents in addition to any profits received on
resale of the Shares if any of the Permitted Brokers or any such any
underwriters, brokers, dealers or agents should purchase any Shares as a
principal may be deemed to be underwriting discounts or commissions under the
Securities Act.
Certain of the Permitted Brokers or the other underwriters, dealers,
brokers or agents may have other business relationships with the Company and/or
its affiliates in the ordinary course.
Under the securities laws of certain states, the Shares may be sold in
such states only through registered or licensed brokers or dealers. In addition,
in certain states the Shares may not be sold unless the Shares have been
registered or qualified for sale in such state or an exemption for registration
or qualification is available and is complied with.
The Company will pay all of the expenses incident to the registration,
offering and sale of the Shares to the public hereunder other than commissions,
fees and discounts of underwriters, brokers, dealers and agents. The Company has
agreed to indemnify the Selling Stockholders and any underwriters against
certain liabilities, including liabilities under the Securities Act. The Company
will not receive any of the proceeds from the sale of any of the Shares by the
Selling Stockholders.
If all or a portion of the Shares are offered through an underwritten
offering, the terms of such underwritten offering, including the initial public
offering price, the names of the underwriters and the compensation, if any, of
such underwriters, will be set forth in an accompanying Prospectus Supplement.
Under applicable rules and regulations of the Exchange Act, any person
engaged in a distribution of the Shares may not simultaneously engage in market
making activities with respect to the Common Stock for a period of nine business
days prior to the later of the commencement of offers or sales of the Shares to
be distributed and the time such person becomes a participant in the
distribution unless such person is a qualifying registered market maker on the
National Market System of The Nasdaq Stock Market, and such market-making
activities are conducted in accordance with Rule 10b-6A under the Exchange Act.
Pursuant to Rule 10b-6A, a qualified registered market maker is permitted to
engage in passive market making transactions during the two business days prior
to the commencement of offers or sales of the Shares which comply with
applicable volume and price limits and are identified as such. In general, a
passive market maker may display its bid at a price not in excess of the highest
independent bid for the security. If all independent bids are lowered below the
passive market maker's bid, however, such bid must then be lowered when certain
purchase limits are exceeded. Passive market making may stabilize the market
price of the Common Stock at a level above that which might otherwise prevail
and, if commenced, may be discontinued at any time. In addition to and without
limiting the generality of the foregoing, the Selling Shareholders and any other
person participating in such distribution will be subject to other applicable
provisions of the Exchange Act and rules and regulations thereunder, including
without limitation Rules 10b-6 and 10b-7, which provisions may further limit the
timing of purchases and sales of shares of Common Stock by the Selling
Shareholders and any other such person. All of the foregoing may limit the
marketability of the Shares and the ability of any underwriter, broker, dealer
or agent to engage in market making activities.
CERTAIN LEGAL MATTERS
The validity of the offered Common Stock has been passed upon for the
Company by Bingham, Dana & Gould LLP, 150 Federal Street, Boston, Massachusetts.
EXPERTS
The financial statements of the Company as of December 31, 1995 and 1994
and for each of the three years in the period ended December 31, 1995,
incorporated by reference in this Prospectus, have been incorporated herein in
reliance on the report of Price Waterhouse LLP, independent accountants, given
on the authority of that firm as experts in accounting and auditing.
23
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The estimated expenses in connection with the issuance and distribution of
the securities being registered, other than underwriting compensation,
are:
SEC Registration Fee.................. $ 7,448
Transfer Agent and Registrar Fees and Expenses 11,000
Legal Fees and Expenses............... 15,000
Blue Sky Fees and Expenses............ 5,000
Accounting Fees and Expenses.......... 5,000
Nasdaq Stock Market Fee............... 17,500
Miscellaneous......................... *
-------
Total................................. 60,948
=======
---------------
Estimates
Item 15. Indemnification of Directors and Officers.
Section 67 of Chapter 156B of the Massachusetts General Laws provides a
statutory framework covering indemnification of directors, officers and
employees against liabilities and expenses arising out of legal
proceedings brought against them by reason of their status or service as
directors or officers. In addition, Article XXVIII of the Registrant's
Amended and Restated By-Laws provides for indemnification of directors,
officers and employees of the Registrant. Section 67 and the Registrant's
Amended and Restated By-Laws generally provide that a director, officer or
employee of the Registrant shall be indemnified by the Registrant for all
expenses and liabilities of legal proceedings brought against him/her by
reason of his/her status or service as a director, officer or employee
unless the director, officer or employee is adjudged not to have acted in
good faith in the reasonable belief that his/her action was in the best
interest of the Company or to the extent that such matter relates to
service with respect to an employee benefit plan, in the best interests of
the participants or beneficiaries of such plan. The Registrant's Articles
of Organization also incorporate certain provisions permitted under the
Massachusetts General Laws relating to the liability of directors. The
provisions eliminate a director's liability for monetary damages for a
breach of fiduciary duty, including gross negligence, except in
circumstances involving certain wrongful acts, such as the breach of a
director's duty of loyalty or acts or omissions not in good faith or which
involve intentional misconduct or a knowing violation of law or
authorization of distributions in violation of the Articles of
Organization or of loans to officers or directors of the Registrant or any
transaction from which the director derived improper personal benefit.
These provisions do not eliminate a director's duty of care. Moreover, the
provisions do not apply to claims against a director for violations of
certain laws, including federal securities laws.
Item 16. Exhibits.
(4.1) Specimen Certificate for Shares of the Registrant's Common Stock,
no par value, incorporated by reference to Exhibit 4.1 to Amendment
No. 2 to the Company's Registration Statement on Form S-1 (Reg.
No. 33-74282).
(4.2) Amended and Restated By-Laws of the Registrant, incorporated by
reference to Exhibit 3.2 to the Company's Registration Statement on
Form S-1 (Reg. No. 33-74282).
II-1
<PAGE>
(4.3) Restated Articles of Organization of the Registrant, incorporated
by reference to Exhibit 3.3 to the Company's Annual Report on Form
10-K for the Company's 1994 fiscal year, filed with the Securities
and Exchange Commission on March 31, 1995.
*(4.4) Registration Rights Agreement, dated as of May 9, 1996, among the
Registrant and certain of its securityholders.
*(5) Opinion of Bingham, Dana & Gould LLP.
*(23.1) Consent of Bingham, Dana & Gould LLP (included in Exhibit 5).
(23.2) Consent of Price Waterhouse LLP.
*(24) Power of Attorney (included on signature page).
*Previously Filed.
Item 17. Undertakings.
(A) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d)
of the Exchange Act (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to 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.
(B) The undersigned registrant hereby undertakes to deliver or cause to be
delivered with the prospectus, to each person to whom the prospectus
is sent or given, the latest annual report to security holders that
is incorporated by reference in the Prospectus and furnished pursuant
to and meeting the requirements of Rule 14a-3 or Rule 14c-3 under the
Securities Exchange Act of 1934; and, where interim financial
information required to be presented by Article 3 of Regulation S-X
is not set forth in the prospectus, to deliver, or cause to be
delivered to each person to whom the prospectus is sent or given,
the latest quarterly report that is specifically incorporated by
reference in the Prospectus to provide such interim financial
information.
(C) Insofar as indemnification for liabilities arising under the
Securities 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
Securities 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 Securities Act and will be governed by the final
adjudication of such issue.
(D) The undersigned registrant hereby undertakes that:
(1) For purposes of determining any liability under the Securities
Act of 1933, the information omitted from the form of
prospectus filed as part of this registration statement in
reliance upon Rule 430A and contained in a form of
prospectus filed by the registrant pursuant to
II-2
<PAGE>
Rule 424(b)(1) or (4) or 497(h) under the Securities Act
shall be deemed to be part of this registration statement as
of the time it was declared effective.
(2) For the purpose of determining any liability under the
Securities Act of 1933, each post-effective amendment that
contains a form of prospectus shall be deemed to be a new
registration statement relating to the securities offered
therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
(E) 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.
(a) 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.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment
shall be deemed to be a new registration statement relating to
the securities offered therein and the offering of such
securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.
II-3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused Post Effective Amendment No. 5 to this Registration Statement to
be signed on its behalf by the undersigned, thereunto duly authorized, in the
Town of Needham and the Commonwealth of Massachusetts as of December 31, 1996.
UROMED CORPORATION
By: /s/ Paul J. Murphy
-------------------------------------
Paul J. Murphy
Chief Financial Officer
and Treasurer
Pursuant to the requirements of the Securities Act of 1933, Post Effective
Amendment No. 5 to this Registration Statement on Form S-3 has been signed below
as of December 31, 1996 by the following persons on behalf of the Registrant and
in the capacities indicated.
* Chairman of the Board, Chief Executive
- --------------------------- Officer and President (principal executive
John G. Simon officer)
/s/ Paul J. Murphy Chief Financial Officer and Treasurer
- --------------------------- (principal financial and accounting officer)
Paul J. Murphy
* Director
- ---------------------------
Elizabeth B. Connell
* Director
- ---------------------------
David P. Fialkow
Director
- ---------------------------
Steven J. Gilbert
Director
- ---------------------------
Richard A. Sandberg
* Director
- ---------------------------
Thomas E. Tierney
*By: /s/ Paul J. Murphy
--------------------
Paul J. Murphy
Attorney-in-Fact
II-4
<PAGE>
EXHIBIT INDEX
Exhibit Description
------- -----------
*(4.4) Registration Rights Agreement
*(5) Opinion of Bingham, Dana & Gould LLP
*(23.1) Consent of Bingham Dana & Gould LLP (included as exhibit 5)
(23.2) Consent of Price Waterhouse LLP.
*(24) Power of Attorney (included on signature page).
*Previously filed.
Consent of Independent Accountants
We hereby consent to the incorporation by reference in the Prospectus
constituting part of this Registration Statement on Form S-3 of our report dated
February 8, 1996, which appears on page 28 of the 1995 Annual Report to
Stockholders of UroMed Corporation, which is incorporated by reference in UroMed
Corporation's Annual Report on Form 10-K for the year ended December 31, 1995.
We also consent to the incorporation by reference of our report on the Financial
Statement Schedule, which appears on page 32 of such Annual Report on Form 10-K.
We also consent to the reference to us under the heading "Experts" in such
Prospectus.
/s/ Price Waterhouse LLP
Price Waterhouse LLP
Boston, Massachusetts
December 31, 1996
