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As filed with the Securities and Exchange Commission on October 6, 1997
Registration No. 333-33949
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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Pre-Effective
Amendment No. 1
To
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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RENAL CARE GROUP, INC.
(Exact Name of Registrant as Specified in its Charter)
DELAWARE 62-1622383
(State or Other Jurisdiction (I.R.S. Employer
of Incorporation or Organization) Identification Number)
2100 WEST END AVENUE, SUITE 800
NASHVILLE, TENNESSEE 37203
(615) 345-5500
(Address, Including Zip Code, and Telephone
Number, Including Area Code, of Registrant's
Principal Executive Offices)
RONALD HINDS
EXECUTIVE VICE PRESIDENT, CHIEF FINANCIAL OFFICER
2100 WEST END AVENUE, SUITE 800
NASHVILLE, TENNESSEE 37203
(615) 345-5500
(Name, Address, Including Zip Code, and Telephone Number,
Including Area Code, of Agent for Service)
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The Commission is requested to send copies of all communications to:
Steven L. Pottle, Esq.
Alston & Bird
One Atlantic Center
1201 West Peachtree Street
Atlanta, Georgia 30309-3424
(404) 881-7000
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As
soon as practicable after the effective date of this Registration Statement.
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, other than securities offered only in connection with
dividend or interest reinvestment plans, check the following box. [X]
<PAGE> 2
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 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. [ ]
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
========================================================================================================================
Proposed Proposed
Maximum Maximum
Title of Securities Amount to be Offering Price Aggregate Amount of
to be Registered Registered Per Share Offering Price Registration Fee
- ------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock
$.01 par value . . . . . . . . . . . 97,595(1) $35.25(2) $3,440,224(2) $ 1,043
Common Stock
$.01 par value . . . . . . . . . . . 304,500(3) $32.50(4) $9,896,250(4) $ 2,999(5)
=========================================================================================================================
</TABLE>
(1) This Pre-Effective Amendment No. 1 to the Registration Statement includes
97,595 additional shares being registered for resale by certain Selling
Stockholders included in the Prospectus forming a part hereof, and
pursuant to Rule 457(a) the registration fee paid herewith has been
calculated solely on such additional shares for which a fee was not
previously paid.
(2) Estimated pursuant to Rule 457(c) solely for the purpose of calculating
the amount of the registration fee. The average of the high and low prices
reported on the Nasdaq National Market System ("Nasdaq Stock Market") was
$35.25 on October 3, 1997.
(3) The Registration Statement being amended hereby initially included 304,500
shares, for which a registration fee has been previously paid.
(4) Estimated pursuant to Rule 457(c) solely for the purpose of calculating
the amount of the registration fee. The average of the high and low
prices reported on the Nasdaq Stock Market on August 13, 1997 was $32.50.
(5) Previously paid.
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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> 3
402,095 Shares
RENAL CARE GROUP, INC.
COMMON STOCK
This prospectus relates to 402,095 shares (the "Shares") of common
stock, $.01 par value per share (the "Common Stock"), of Renal Care Group, Inc.,
a Delaware corporation ("RCG" or the "Company"). All of these Shares are being
offered for sale by the holders of the Common Stock named herein under the
heading "Selling Shareholders" (the "Selling Shareholders"). The Selling
Shareholders received the Shares in connection with the Company's acquisition of
Bay Area Nephrologists, P.A. and Dialysis Management Corporation effective June
1, 1997.
The shares of Common Stock of the Company are listed on the Nasdaq
National Market System ("Nasdaq") under the symbol "RCGI". On October 3,
1997, the last sales price for the shares of Common Stock as reported by Nasdaq
was $34.50 per share.
All or a portion of the Shares may be offered by the Selling
Shareholders from time to time (i) in transactions (which may include block
transactions) on the Nasdaq National Market or such other national securities
exchange or automated interdealer quotation system on which shares of the
Company's Common Stock are then traded, (ii) in negotiated transactions, or
(iii) by a combination of such methods of sale, at fixed prices, which may be
changed, at market prices prevailing at the time of sale, at prices related to
such prevailing market prices, or at negotiated prices. The Selling Shareholders
may effect such transactions by selling the Shares directly to purchasers or
through underwriters, agents or broker-dealers, and any such underwriters,
agents or broker-dealers may receive compensation in the form of discounts,
concessions or commissions from the Selling Shareholders and/or the purchasers
of the Shares for whom such underwriters, agents or broker-dealers may act as
agents or to whom they may sell as principals, or both (which compensation as to
a particular underwriter, agent or broker-dealer might be in excess of customary
compensation). To the extent required, the specific Common Stock to be sold, the
respective purchase prices and public offering prices, names of such agent,
dealer or underwriter, and any applicable commissions or discounts with respect
to a particular offer will be set forth in any accompanying Prospectus
Supplement or, if appropriate, a post-effective amendment to the Registration
Statement of which this Prospectus is a part. See "Selling Shareholders" and
"Plan of Distribution." None of the proceeds from the sale of the Shares by the
Selling Shareholders will be received by the Company. By agreement, the Company
will pay the expenses of this registration. The Selling Shareholders will bear
all underwriting discounts and commissions and transfer taxes, if any. The
Company has agreed to indemnify the Selling Shareholders against certain
liabilities, including liabilities under the Securities Act of 1933, as amended
(the "Securities Act").
<PAGE> 4
The Selling Shareholders and any broker-dealer, agents or underwriters
that participate with the Selling Shareholders in the distribution of the Common
Stock may be deemed to be "underwriters" within the meaning of Section 2(11) of
the Securities Act, and any commission received by them and any profit on the
resale of the Common Stock purchased by them may be deemed underwriting
commissions or discounts under the Securities Act. See "Selling Shareholders"
and "Plan of Distribution."
SEE "RISK FACTORS" BEGINNING ON PAGE 6 FOR A DISCUSSION OF CERTAIN
FACTORS THAT SHOULD BE CONSIDERED BY PROSPECTIVE PURCHASERS OF THE COMMON STOCK
OFFERED HEREBY.
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.
THE DATE OF THIS PROSPECTUS IS OCTOBER ___, 1997
<PAGE> 5
AVAILABLE INFORMATION
Additional information regarding the Company and the shares offered
hereby is contained in the Registration Statement on Form S-3 (of which this
Prospectus forms a part) and the Exhibits relating thereto filed by the Company
with the Securities and Exchange Commission (the "Commission") under the
Securities Act. Statements contained herein concerning the provisions of
documents are necessarily summaries of such documents, and each statement is
qualified in its entirety by reference to the copy of the applicable document
filed with the Commission.
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, reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements and other information filed by the Company with the Commission can be
inspected and copied at the offices of the Commission at Judiciary Plaza, Room
1024, 450 Fifth Street, N.W., Washington, D.C. 20549, and at the following
regional offices of the Commission: Seven World Trade Center, Suite 1300, New
York, New York 10048; and 500 West Madison Street, Suite 1400, Chicago, Illinois
60661. Copies of such materials can be obtained from the Public Reference
Section of the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549, at
prescribed rates. In addition, the Commission maintains a web site that contains
such materials at http://www.sec.gov. The Company's Common Stock is listed on
the Nasdaq National Market under the symbol "RCGI," and such reports, proxy and
information statements and other information concerning the Company are
available for inspection at the office of the National Association of Securities
Dealers, Inc., 1735 K Street, N.W., Washington, D.C. 20006.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed with the Commission by the Company (File
No. 0-27640) are hereby incorporated by reference into this Prospectus:
(1) The Company's Annual Report on Form 10-K for the year ended
December 31, 1996; and Amendment No. 1 thereto on Form 10K/A
dated April 30, 1997;
(2) The Company's Quarterly Report on Form 10-Q for the fiscal
quarter ended March 31, 1997;
(3) The Company's Current Report on Form 8-K dated March 27, 1997,
and Amendment No. 1 thereto on Form 8-K/A dated June 10, 1997;
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(4) The Company's Current Report on Form 8-K dated May 2, 1997;
(5) The Company's Quarterly Report on Form 10-Q for the fiscal
quarter ended June 30, 1997; and
(6) The description of the Company's Common Stock is set forth in
the Company's registration statement filed pursuant to Section
12 of the Exchange Act, and any amendment or report filed for
the purpose of updating any such description.
All documents filed by the Company pursuant to Section 13(a), 13(c),
14 or 15(d) of the Exchange Act subsequent to the date of this Prospectus and
prior to the filing of a post-effective amendment which indicates that all
securities offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference into this
Prospectus and to be a part hereof from the date of filing of such documents.
Any statement contained herein or in a document 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 subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such earlier statement.
Any statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Prospectus.
The Company undertakes to provide without charge to each person to
whom a copy of this Prospectus has been delivered, on the written or oral
request of any such person, a copy of any or all of the documents referred to
above which have been or may be incorporated by reference in the Prospectus,
other than exhibits to such documents (unless such exhibits are specifically
incorporated by reference in such documents). Requests for such copies should be
directed to Ronald Hinds, Renal Care Group, Inc., 2100 West End Avenue, Suite
800, Nashville, Tennessee 37203, telephone number (615) 345-5500.
CAUTIONARY NOTICE REGARDING FORWARD-LOOKING STATEMENTS
THIS PROSPECTUS CONTAINS AND INCORPORATES BY REFERENCE CERTAIN
FORWARD-LOOKING STATEMENTS WITHIN THE MEANING OF THE PRIVATE SECURITIES
LITIGATION REFORM ACT OF 1995 WITH RESPECT TO RESULTS OF OPERATIONS AND
BUSINESSES OF THE COMPANY. SUCH FORWARD-LOOKING STATEMENTS MAY INVOLVE
UNCERTAINTIES AND OTHER FACTORS THAT MAY CAUSE THE ACTUAL RESULTS AND
PERFORMANCE OF THE COMPANY TO BE MATERIALLY DIFFERENCE FROM FUTURE RESULTS OR
PERFORMANCE EXPRESSED OR IMPLIED BY SUCH STATEMENTS. CAUTIONARY STATEMENTS
REGARDING THE RISKS ASSOCIATED WITH SUCH FORWARD-LOOKING STATEMENTS, INCLUDE,
WITHOUT LIMITATION, THOSE STATEMENTS INCLUDED UNDER "RISK FACTORS." INVESTORS
ARE CAUTIONED NOT TO PLACE UNDUE RELIANCE ON THESE FORWARD-LOOKING STATEMENTS,
WHICH SPEAK ONLY AS OF THE DATE HEREOF. THE COMPANY UNDERTAKES NO OBLIGATION TO
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PUBLICLY RELEASE ANY REVISIONS TO THESE FORWARD-LOOKING STATEMENTS TO REFLECT
EVENTS OR CIRCUMSTANCES AFTER THE DATE HEREOF OR TO REFLECT THE OCCURRENCE OF
UNANTICIPATED EVENTS.
ALL WRITTEN OR ORAL FORWARD-LOOKING STATEMENTS ATTRIBUTABLE TO THE
COMPANY ARE EXPRESSLY QUALIFIED IN THEIR ENTIRETY BY THE FOREGOING CAUTIONARY
STATEMENT.
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IN CONNECTION WITH THIS OFFERING, ANY BROKERS OR DEALERS THAT MAY
PARTICIPATE IN THE OFFERING MAY OVER-ALLOT OR EFFECT TRANSACTIONS WHICH
STABILIZE OR MAINTAIN THE MARKET PRICE OF THE COMMON STOCK OF THE COMPANY AT A
LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH
TRANSACTIONS MAY BE EFFECTED ON THE NASDAQ STOCK MARKET'S NATIONAL MARKET, IN
THE OVER-THE-COUNTER MARKET OR OTHERWISE. SUCH STABILIZING, IF COMMENCED, MAY BE
DISCONTINUED AT ANY TIME.
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THE COMPANY
RCG is a specialized provider of nephrology services that was founded
in June 1995 to focus on the provision of care to patients with kidney disease,
including patients suffering from chronic kidney failure also known as end-stage
renal disease ("ESRD"). As of June 30, 1997, the Company provides dialysis and
ancillary services to approximately 6,800 patients through 104 owned dialysis
centers in 15 states. In addition to its outpatient dialysis center operations,
RCG provides acute dialysis services through contractual relationships with 58
hospitals and physician practice management services to 39 of the 101
nephrologists who are affiliated with the Company's outpatient dialysis centers.
The Company's address is 2100 West End Avenue, Suite 800, Nashville,
TN 37203, and its telephone number is (615) 345-5500.
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RISK FACTORS
In addition to the other information in this Prospectus, the following
risk factors should be considered carefully in evaluating the Company and its
business before purchasing shares of Common Stock offered hereby.
LIMITED COMBINED OPERATING HISTORY
RCG has conducted operations as a combined entity only since February
1996, upon the closing of its initial public offering. Since the initial public
offering, the Company has made several additional acquisitions of entities that,
in some cases, have been part of the Company's combined operations for only a
few weeks or months. There can be no assurance that the Company will be able to
integrate the dialysis centers, information systems and related operations of
the entities acquired by it or to continue operating them profitably. Nor can
there be any assurance that the Company's management group will be able to
implement effectively the Company's operating and growth strategy while it is
engaged in acquisition activity. Failure to integrate successfully the centers
and other operations acquired by the Company or to implement effectively the
Company's operating and growth strategy could have a material adverse impact on
the Company's results of operations, financial condition and business.
DEPENDENCE ON GOVERNMENT REIMBURSEMENT
RCG is reimbursed for dialysis services primarily at fixed rates
established under the ESRD program administered by Health Care Financing
Administration ("HCFA"). Under this program, once a patient becomes eligible for
Medicare reimbursement, Medicare is responsible for payment of 80% of the
composite rate determined by HCFA for dialysis treatments. Since 1972, qualified
patients with ESRD have been entitled to Medicare benefits regardless of age or
financial circumstances. The Company estimates that approximately 68% of its net
revenue for the years ended December 31, 1994, 1995, and 1996 consisted of
reimbursements from Medicare under the ESRD program, including revenue for the
reimbursement of the administration of a bio-engineered hormone, erythropoietin
("EPO"), to treat anemia. Since 1983, Congressional actions have resulted in
occasional changes in the Medicare composite reimbursement rate, and the Company
is not able to predict whether future rate changes will be made. In August 1996,
HCFA announced that an increase in the composite rate may be appropriate within
the next few years. However, in making this announcement, HCFA also noted that
any rate increase must be considered in the context of Medicare budgetary
concerns. HCFA stated that it may recommend an update to the composite rate for
fiscal year 1998. Legislation or regulations may be enacted in the future that
may significantly modify the ESRD program or otherwise affect the amount paid
for the Company's services. Any such action could have a material adverse effect
on the Company's results of operations, financial condition and business.
Furthermore, increases in operating costs that are
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subject to inflation, such as labor and supply costs, without a compensating
increase in prescribed rates, may have a material adverse effect on the
Company's earnings in the future. The Company is also unable to predict whether
certain ancillary services, for which the Company currently is reimbursed
separately, may in the future be included in the Medicare composite rate.
Since June 1, 1989, the Medicare ESRD program has provided
reimbursement for the administration of EPO to dialysis patients. EPO is
beneficial in the treatment of anemia, a medical complication frequently
experienced by dialysis patients. The Company believes that in excess of 80% of
its patients receive EPO. Revenues from the administration of EPO (the
substantial majority of which are reimbursed through Medicare and Medicaid
programs) were approximately 18%, 17% and 19% of the net revenue of the Company
for each of the years ended December 31, 1994, 1995, and, 1996, respectively.
EPO reimbursement significantly affects the Company's earnings. Any reduction in
reimbursement rates for EPO could have a material adverse effect on the
Company's results of operations, financial condition and business. EPO is
produced by a single manufacturer, and any interruption of supply or product
cost increases could have a material adverse effect on the Company's business.
All of the states in which the Company currently operates dialysis
centers provide Medicaid (or comparable) benefits to qualified recipients to
supplement their Medicare entitlement. The Company estimates that approximately
8%, 7% and 6% of the Company's net revenue for the years ended December 31,
1994, 1995, and 1996, respectively, were funded by Medicaid or comparable state
programs. The Medicaid programs are subject to statutory and regulatory changes,
administrative rulings, interpretations of policy and governmental funding
restrictions, all of which may have the effect of decreasing program payments,
increasing costs or modifying the way the Company operates its dialysis
business.
DEPENDENCE ON OTHER SOURCES OF REIMBURSEMENT
The Company estimates that approximately 18%, 20% and 21% of its net
revenue for the years ended December 31, 1994, 1995, and 1996, respectively,
were derived from sources other than Medicare and Medicaid. Substantially all of
this revenue comes from private insurance for chronic dialysis treatments and
payments from hospitals with which the Company has contracts for the provision
of acute dialysis services. In general, private insurance reimbursement and
payments for treatments performed at hospitals are at rates significantly higher
than Medicare and Medicaid rates. The Company believes that if Medicare
reimbursement for dialysis treatment is reduced in the future, these private
payors may be required to assume a greater percentage of the costs of dialysis
care and, as a result, may focus on reducing dialysis payments as their overall
costs increase. In addition, the Company believes that health maintenance
organizations ("HMOs") and other managed care providers may have a strong
incentive to reduce further the costs of specialty care and may seek to reduce
amounts paid for dialysis. The Company is unable to predict whether and to what
extent changes in these private reimbursement rates may be made in the future.
Any reduction in the rates paid by private insurers and hospitals or a
significant change in the Company's payor mix toward additional Medicare or
Medicaid reimbursement could have a
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material adverse effect on the Company's results of operations, financial
condition and business. Similarly, increases in operating costs that are subject
to inflation, such as labor and supply costs, without a compensating increase in
private reimbursement rates, could have a material adverse effect on the
Company's results of operations, financial condition and business.
RISKS ASSOCIATED WITH GROWTH STRATEGY
The Company's strategy includes expanding its dialysis business through
the acquisition and development of dialysis centers and the acquisition and
management of nephrology practices. Competition for acquisitions in the dialysis
industry has increased significantly in recent years and, as a result, the cost
of acquiring dialysis centers has increased. There can be no assurance that the
Company will be able to identify, acquire or profitably integrate acquired
dialysis centers and nephrology practices. Acquisitions involve a number of
risks related to integration, including adverse short-term effects on the
Company's reported operating results, diversion of management's attention,
dependence on retention, hiring and training of key personnel, including Medical
Directors for each dialysis center, some or all of which could have a material
adverse effect on the Company's results of operations, financial condition and
business. In addition, there can be no assurance that acquired or managed
dialysis centers will achieve net revenue and earnings that justify the
Company's investment therein or expenses related thereto. In order to implement
its growth strategy, the Company may require substantial capital resources and
need to incur, from time to time, short- and long-term bank indebtedness. The
Company also may need to issue, in public or private transactions, equity or
debt securities, the terms of which will depend on market and other conditions.
There can be no assurance that any such additional financing will be available
on terms acceptable to the Company, if at all. To the extent that the Company is
unable to acquire dialysis centers or acquire or manage nephrology practices, to
integrate such centers and practices successfully, or to obtain financing on
terms acceptable to the Company, its ability to expand its business could be
reduced significantly.
RISKS ASSOCIATED WITH LIABILITIES OF ACQUIRED BUSINESSES
The Company has acquired and will continue to acquire businesses with
prior operating histories. Acquired companies may have unknown or contingent
liabilities, including liabilities for failure to comply with health care laws
and regulations, such as billing and reimbursement, fraud and abuse and similar
anti-referral laws. The Company has from time to time identified certain past
practices of acquired companies that do not conform to its standards. Although
the Company institutes policies designed to conform such practices to its
standards following completion of acquisitions, there can be no assurance that
the Company will not become liable for past activities that may later be
asserted to be improper by private plaintiffs or government agencies. Although
the Company generally seeks to obtain indemnification from prospective sellers
covering such matters, there can be no assurance that any such matter will be
covered by indemnification or, if covered, that the liability sustained will not
exceed contractual limits or the financial capacity of the indemnifying party.
DEPENDENCE ON PHYSICIAN REFERRALS
The Company's dialysis centers depend upon local nephrologists for
referrals of ESRD patients for treatment and one or a few physicians typically
account for all or a significant portion of the patient referral base at a
center. The loss of one or more referring physicians at a particular center
could have a material adverse effect on the operations of such center, and the
loss of a significant number of referring physicians could have a material
adverse effect on the Company's results of operations, financial condition and
business. The illegal remuneration provisions of the Social Security Act and
similar state laws prohibit the payment of remuneration to induce referrals.
Furthermore, in many instances stockholders of the Company are the primary
referral sources for the dialysis centers operated by the Company. If such
ownership is deemed to violate applicable federal or state law, such physician
owners may be forced to dispose of their stock in the Company. The Company
cannot predict the effect such disposition would have on its business or stock
price.
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OPERATIONS SUBJECT TO EXTENSIVE GOVERNMENT REGULATION
The Company is subject to extensive federal, state and local regulation
regarding, among other things, fraud and abuse, patient referral, health and
safety, environmental compliance and toxic waste disposal. Much of this
regulation, particularly in the area of patient referral, is complex and open to
differing interpretations. There are two general frameworks under which patient
referrals are regulated. First, the illegal remuneration provisions of the
Social Security Act make it illegal for any person to, among other things,
solicit, offer, receive or pay any remuneration in exchange for referring, or to
induce the referral of, a patient for treatment which may be paid for by
Medicare, Medicaid or a similar state program. Second, certain provisions
contained in the Omnibus Budget Reconciliation Act of 1989 and the Omnibus
Budget Reconciliation Act of 1993 ("Stark I" and "Stark II," respectively)
prohibit physician referrals for clinical laboratory services and "designated
health services" (including some of the specific services offered by the
Company) to entities with which a physician or an immediate family member has a
"financial relationship." These laws contain certain statutory exceptions, and
federal agencies have promulgated regulations clarifying certain of these
provisions and exceptions and creating certain additional exceptions, or "safe
harbors," from such prohibitions. Many states have enacted similar provisions of
law, which may not have identical prohibitions or exceptions, but which may
apply regardless of whether Medicare or Medicaid funds are involved. However,
due to the breadth of the statutory provisions and the absence in many instances
of regulations or court decisions addressing the specific arrangements by which
the Company conducts its business, it is possible that some of the Company's
practices might be challenged under these laws. Violations of the federal laws
are punishable by civil sanctions, including disqualification from participation
in the Medicare or Medicaid programs, and, in the case of the federal illegal
remuneration provisions, criminal sanctions. There can be no assurance that the
Company's practices will not be challenged by governmental authorities, or that
the Company will not be subject to sanctions under such laws or be required to
alter or discontinue certain of its practices. In addition, there can be no
assurance that if the Company is required to alter its practices, that it will
be able to do so successfully. The occurrence of any of these events may result
in a material adverse effect on the Company's net revenues and earnings.
A number of proposals for health care reform have been made recently to
provide greater governmental control of health care spending and to provide
broader access to health care services. For example, the Health Insurance
Portability and Accountability Act of 1996 ("Kennedy-Kasabaum legislation") was
signed into law in August 1996. This law, among other things, provides for
insurance portability for individuals who lose or change jobs, limit exclusions
for pre-existing conditions, and establish a pilot program for medical savings
accounts. It is uncertain what additional health care reform legislation, if
any, ultimately will be implemented or whether other changes in the
administration or interpretation of governmental health care programs will
occur. The Company cannot predict what effect future health care legislation or
other changes in the administration or interpretation of governmental health
care programs may have on the Company's operations.
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SUBSTANTIAL COMPETITION
The dialysis industry is fragmented and is consolidating rapidly.
Accordingly, the industry is highly competitive, particularly from the
standpoint of competition for the acquisition of existing dialysis centers and
the development of relationships with referring physicians. Many of the
Company's competitors have substantially greater financial resources and more
established operations and infrastructure than the Company and may compete with
the Company for acquisitions of dialysis centers and nephrology practices. In
addition, the Company may also experience competition from referring physicians
who open their own dialysis centers. There can be no assurance that the Company
will be able to compete effectively with any such competitors.
DELAYS AND COSTS OF IMPLEMENTING INTEGRATED OPERATING SYSTEMS
The Company is in the process of implementing and integrating certain
information and operating systems for its centers, all of which have been
acquired within the last eighteen months. The Company may experience delays,
complications and expenses in implementing, integrating and operating such
systems, any of which could have a material adverse effect on the Company's
results of operations, financial condition and business. Furthermore, while the
Company believes that the technology that it implements will be adequate for the
Company's current needs, such systems may require modification, improvement or
replacement as the Company expands or if new technologies render the Company's
systems obsolete. Such modifications, improvements or replacements may require
substantial expenditures to design and implement and may require interruptions
in operations during periods of implementation, any of which could have a
material adverse effect on the Company's results of operations, financial
condition and business.
DEPENDENCE ON KEY PERSONNEL
The Company is dependent upon the services of certain key executive
officers and the Chairman of the Board. The Company's growth will depend in part
upon its ability to attract and retain skilled employees, for whom competition
is intense. The Company believes that its future success will also depend on its
ability to attract and retain qualified physicians to serve as Medical Directors
of its dialysis centers. The Company does not carry key-man life insurance on
any of its officers. The loss by the Company of any of its executive officers or
the Chairman of the Board, or the inability to attract and retain qualified
management personnel and Medical Directors, could have a material adverse effect
on the Company's results of operations, financial condition and business.
SIGNIFICANT INFLUENCE BY MANAGEMENT AND PHYSICIAN STOCKHOLDERS
The Company's directors, executive officers and physician stockholders
beneficially own approximately 37% of the outstanding shares of Common Stock.
The Company's Amended and Restated Certificate of Incorporation and Bylaws do
not provide for cumulative voting. Although directors, executive officers and
physician stockholders do not have any arrangements or
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understandings among themselves with respect to the voting of the shares of
Common Stock beneficially owned by such persons, such persons acting together
would be able to significantly influence the election of directors and might be
able to approve or disapprove any matter submitted to a vote of stockholders,
including a change in control in the Company.
POTENTIAL CONFLICTS OF INTEREST
The Company is a party to Medical Director agreements with Stephen D.
McMurray, M.D., W. Tom Meredith, M.D., Thomas A. Lowery, M.D., John D. Bower,
M.D. and Kenneth E. Johnson, M.D., each of whom is a director and stockholder of
the Company. In addition, the Company leases space from Dr. Bower, Dr. Lowery,
and an entity in which Dr. Meredith owns a one-third interest. The chairman of
the Company, Harry R. Jacobson, M.D., serves as Interim Vice Chancellor of
Health Affairs at Vanderbilt University, and the Company has an agreement with
Vanderbilt University Medical Center to manage its outpatient dialysis facility.
The outside interests of these directors may give rise to certain conflicts of
interest concerning the fulfillment of their responsibilities as directors of
the Company, and such conflicts of interest could result in decisions that may
not reflect the interests of all stockholders equally.
ANTI-TAKEOVER EFFECTS OF CERTAIN CHARTER AND BYLAW PROVISIONS
The Company's Amended and Restated Certificate of Incorporation and
Bylaws contain a number of provisions that could inhibit a change in control of
the Company by means of a tender offer, merger, proxy contest or otherwise,
including advance notice and super-majority voting provisions, provisions that
establish a classified board of directors, and provisions that enable the Board
of Directors to issue "blank check" preferred stock. Furthermore, the Company
has adopted a Shareholder Protection Rights Agreement, or "poison pill," that
would result in significant dilution to any acquiror that would seek to acquire
15% or more of the Company's then outstanding Common Stock without the consent
of the Board of Directors.
POSSIBLE VOLATILITY OF STOCK PRICE
From time to time, there may be significant volatility in the market
price of the Common Stock. The stock market has periodically experienced
significant price and volume fluctuations, which may be unrelated to the
operating performance of particular companies. Factors such as actual or
anticipated operating results, growth rates, changes in estimates by analysts,
market conditions in the industry, announcements by competitors, regulatory
actions and general economic conditions will vary from period to period. As a
result of the foregoing, the Company's operating results and prospects from time
to time may be below the expectations of the public market analysts and
investors. Any such event would likely result in a material adverse effect on
the price of the Common Stock. Additionally, future sales of substantial amounts
of the Common Stock could adversely affect the market price of the Common Stock.
POTENTIAL ADVERSE MARKET IMPACT OF SHARES ELIGIBLE FOR FUTURE SALE
Sales of substantial amounts of Common Stock in the public market or
the availability of such shares for sale could adversely affect the prevailing
market price for the Common Stock. Of
11
<PAGE> 15
the 22,636,205 outstanding shares of Common stock as of August 5, 1997, and
after the offering, approximately 11,577,334 of those shares will be freely
tradeable without restriction or further registration under the Securities Act
of 1933, as amended (the "Securities Act"), unless purchased by "affiliates"
of the Company, as that term is defined in Rule 144 under the Securities Act.
In addition, up to 3,553,311 shares of Common Stock are issuable upon the
exercise of options which will be freely tradeable without restriction unless
purchased by an "affiliate." The remaining approximately 11,058,871 shares
outstanding, plus up to 330,000 shares of Common Stock which may be issued upon
exercise of warrants, will become eligible for future sale in the public market
in accordance with Rule 144 under the Securities Act, as currently in effect,
beginning in February 1998. The Company has granted certain registration rights
with respect to shares of Common Stock to the holders of a total of
approximately 10,387,119 shares of Common Stock and 330,000 shares issuable
upon the conversion of warrants.
MERGERS AND ACQUISITIONS
Effective June 1, 1997, the Company acquired Bay Area Nephrologists,
P.A. ("PA"), a Texas professional association and Dialysis Management
Corporation ("DMC"), a Texas corporation, pursuant to a merger by which the
shareholders of PA and DMC received 814,910 shares of Common Stock in exchange
for their shares of stock in PA and DMC (the "Merger"). In connection with such
merger, the Company granted the former shareholders of PA and DMC the right to
register for resale the shares of Common Stock received by them. The persons
who are offering shares of Common Stock pursuant to the Registration Statement
of which this Prospectus is a part are referred to herein as the "Selling
Shareholders". The Selling Shareholders acquired all shares of Common Stock
offered hereby pursuant to the above-referenced merger. Pursuant to certain
demand registration rights granted in connection with such merger, the Company
agreed to register the shares of Common Stock offered by the Selling
Shareholders hereunder.
12
<PAGE> 16
SELLING SHAREHOLDERS
The following table sets forth (i) the name of each of the Selling
Shareholders, (ii) the number of shares of Common Stock beneficially owned by
each Selling Shareholder prior to the offering and being offered hereby, and
(iii) the number of shares of Common Stock beneficially owned by each Selling
Shareholder after the completion of the offering.
<TABLE>
<CAPTION>
Shares Beneficially Beneficially
Owned Before the Shares Being Owned After
Name Offering(1) Offered the Offering
---- ----------- ------- ------------
<S> <C> <C> <C>
Janis Birchall, M.D.(2) 255,151 125,000 130,151
Robert E. Lordon, M.D.(3) 255,151 125,000 130,151
Robert R. Ramirez, M.D. 43,837 21,475 22,362
Susan Raulie 5,620 5,620 --
Clyde E. Rutherford, M.D.(4) 255,151 125,000 130,151
------- ------- -------
Total 814,910 402,095 412,815
======= ======= =======
</TABLE>
(1) Assumes that all of the shares held by the Selling Shareholders and being
offered hereby are sold, and that the Selling Shareholders acquire no
additional shares of Common Stock prior to completion of this offering.
Each Selling Shareholder beneficially owns less than 1% of the total number
of shares of Common Stock outstanding.
(2) Dr. Janis Birchall served as President of Bay Area Nephrologists P.A.
prior to the acquisition.
(3) Dr. Robert E. Lordon served as Vice-President of Bay Area Nephrologists
P.A. prior to the acquisition.
(4) Dr. Clyde E. Rutherford served as Secretary of Bay Area Nephrologists P.A.
prior to the acquisition.
13
<PAGE> 17
PLAN OF DISTRIBUTION
The Shares may be sold from time to time by the Selling Shareholders,
or by their pledgees, donees, transferees or other successors in interest. Such
sales may be made from time to time (i) in transactions (which may include block
sales) on the Nasdaq National Market or such other national securities exchange
or automated interdealer quotation system on which shares of Common Stock are
then listed, (ii) in negotiated transactions or (iii) through a combination of
such methods of sale, at fixed prices, which may be changed, at market prices
prevailing at the time of sale, at prices related to such prevailing market
prices, or at negotiated prices. The Shares may be sold directly to purchasers
or through underwriters, agents or broker-dealers by one or more of the
following: (a) ordinary brokerage transactions and transactions in which the
broker solicits purchasers; (b) purchases by a broker or dealer as principal and
resale by such broker or dealer for its account pursuant to this Prospectus; (c)
a block trade in which the broker or dealer so engaged will attempt to sell the
Shares as agent but may position and resell a portion of the block as principal
to facilitate the transaction; (d) an exchange distribution in accordance with
the rules of the exchange or automated interdealer quotation system on which
the Common Stock is then listed; and (e) through the writing of options on the
Shares. Any such underwriters, agents or broker-dealers may receive compensation
in the form of discounts, concessions or commissions from the Selling
Shareholders and/or the purchasers of the Shares for which such underwriters,
agents or broker-dealers may act as agents or to whom they sell as principals,
or both (which compensation as to an underwriter, agent or particular
broker-dealer will be negotiated prior to the sale and may be in excess of
customary compensation). If required by applicable law at the time a particular
offer of Shares is made, the terms and conditions of such transaction will be
set forth in a Prospectus Supplement to this Prospectus. In addition, any Shares
covered by this Prospectus which qualify for sale pursuant to Rule 144 under the
Securities Act may be sold under Rule 144 rather than pursuant to this
Prospectus.
The Selling Shareholders and any underwriters, agents or broker-dealers
who act in connection with the sale of the shares hereunder may be deemed to be
"underwriters" within the meaning of Section 2(11) of the Securities Act, and
any compensation received by them might be deemed to be underwriting discounts
and commissions under the Securities Act.
The Selling Shareholders will pay all applicable stock transfer taxes,
transfer fees and brokerage commissions or underwriting or other discounts. The
Company has agreed to bear all expenses in connection with the registration of
the shares being offered by the Selling Shareholders. The Company has agreed to
indemnify the Selling Shareholders against certain liabilities, including
liabilities under the Securities Act.
LEGAL MATTERS
Certain legal matters in connection with the Common Stock offered
hereby will be passed on for the Company by Alston & Bird LLP, Atlanta,
Georgia.
14
<PAGE> 18
EXPERTS
The consolidated financial statements of the Company appearing in its
Annual Report on Form 10-K for the year ended December 31, 1996, have been
audited by Ernst & Young LLP, independent auditors, as set forth in their
report thereon included therein and incorporated herein by reference. Such
consolidated financial statements are incorporated herein by reference in
reliance upon such report given upon the authority of such firm as experts in
accounting and auditing.
The combined financial statements of Indiana Dialysis Services, P.c., et
al appearing in Amendment No. 1 to the Company's Current Report on Form 8-K/A
for the year ended December 31, 1996, have been audited by Blue & Co., LLC
independent auditors, as set forth in their report thereon included therein and
incorporated herein by reference. Such combined financial statements are
incorporated herein by reference in reliance upon such report given upon the
authority of such firm as experts in accounting and auditing.
15
<PAGE> 19
===============================================
NO DEALER, SALESPERSON OR ANY OTHER PERSON HAS BEEN AUTHORIZED TO GIVE
ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN
THIS PROSPECTUS, AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION MUST
NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY OR THE SELLING
SHAREHOLDERS. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL, OR A
SOLICITATION OF ANY OFFER TO BUY, TO ANY PERSON IN ANY JURISDICTION IN WHICH THE
PERSON MAKING SUCH OFFER TO WHICH THE PERSON MAKING SUCH OFFER OR SOLICITATION
IS NOT QUALIFIED TO DO SO, OR TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH
OFFER OR SOLICITATION.
TABLE OF CONTENTS
Page
----
AVAILABLE INFORMATION 2
INCORPORATION OF CERTAIN 2
DOCUMENTS BY REFERENCE
CAUTIONARY NOTICE REGARDING FORWARD-LOOKING 3
STATEMENTS
THE COMPANY 5
RISK FACTORS 6
MERGERS AND ACQUISITIONS 12
SELLING SHAREHOLDERS 13
PLAN OF DISTRIBUTION 14
LEGAL MATTERS 14
EXPERTS 15
===============================================
===============================================
402,095 SHARES
RENAL CARE GROUP, INC.
COMMON STOCK
PROSPECTUS
OCTOBER , 1997
===============================================
<PAGE> 20
Part II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
SEC Registration Fee........................................$ 4,042
Accounting Fees and Expenses................................. 2,500
Legal Fees and Expenses...................................... 5,000
Miscellaneous Expenses....................................... 3,000
Total.............................................$14,542
The foregoing items, except for the registration fee to the
Securities and Exchange Commission, are estimated. The Company has agreed to
bear all expenses in connection with the registration of the shares being
offered by the Selling Shareholders, except that the Selling Shareholders will
bear all underwriting discounts and commissions and transfer taxes, if any. The
Company has agreed to indemnify the Selling Shareholders against certain
liabilities, including liabilities under the Securities Act.
Item 15. Indemnification of Directors and Officers.
The Company's Amended and Restated Certificate of Incorporation
provides that the Company shall to the fullest extent permitted by Section 145
of the General Corporation Law of the State of Delaware, as amended from time to
time, indemnify its officers and directors.
Section 145 of the General Corporation Law of the State of Delaware
permits a corporation, under specified circumstances, to indemnify its
directors, officers, employees or agents against expenses (including attorney's
fees), judgments, fines and amounts paid in settlements actually an reasonably
incurred by them in connection with any action, suit or proceeding brought by
third parties by reason of the fact that they were or are directors, officers,
employees or agents of the corporation, if such directors, officers, employees
or agents acted in good faith and in a manner they reasonably believed to be in
or not opposed to the best interests of the corporation and, with respect to any
criminal action or proceeding, and no reason to believe their conduct was
unlawful. In a derivative action, i.e., one by or in the right of the
corporation, indemnification may be made only for expenses actually and
reasonably incurred by directors, officers, employees or agents in connection
with the defense or settlement of an
<PAGE> 21
action or suit, and only with respect to a matter as to which they shall have
acted in good faith and in a manner they reasonably believed to be in or not
opposed to the best interests of the corporation, except that no indemnification
shall be made if such person shall have been adjudged liable to the corporation,
unless and only to the extent that the court in which the action or suit was
brought shall determine upon application that the defendant directors, officers,
employees or agents are fairly and reasonably entitled to indemnify for such
expenses despite such adjudication of liability.
The Company's Amended and Restated Certificate of Incorporation
contains a provision which eliminates, to the fullest extent permitted by the
General Corporation Law of Delaware, director liability for monetary damages for
breaches of the fiduciary duty of care or any other duty as a director.
Item 16. Exhibits.
The following exhibits are filed as part of the Registration
Statement:
<TABLE>
<S> <C>
3.1 Amended and Restated Certificate of Incorporation of the Company
(incorporated by reference to Exhibit No. 3.1 to the Registration
Statement on Form S-1 (Registration No. 333-80221)).
3.1.2 Certificate of Amendment to the Restated Certificate of Incorporation
of the Company (incorporated by reference to Exhibit 3.1.2 to the
Quarterly Report on Form 10Q for the fiscal quarter ended June 30,
1997).
3.1.3 Certificate of Designation, Preferences, and Rights of Series A Junior
Participating Preferred Stock of Renal Care Group, Inc. (incorporated
by reference to Exhibit 3.1.3 to the Quarterly Report on Form 10-Q
for the fiscal quarter ended June 30, 1997).
3.2 Amended and Restated By-Laws of the Company (incorporated herein by
reference to Exhibit No. 3.2 to the Registration Statement on Form
S-1 Registration No. 333-80221).
4.2 Specimen stock certificate for the Common Stock of the Company
(incorporated herein by reference to Exhibit 4.2 to the Registration
Statement on Form S-1 (Registration No. 333-80221).
5.1 Opinion of Alston & Bird, LLP, including consent.
23.1 Consent of Alston & Bird, LLP (Contained in Exhibit 5.1).
23.2 Consent of Ernst & Young LLP.
23.3 Consent of Blue & Co., LLC.
24.1 Power of Attorney (included on signature page).
</TABLE>
Item 17. Undertakings.
A. RULE 415 OFFERING.
The undersigned Registrant hereby undertakes:
<PAGE> 22
(1) to file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:
(i) to include any prospectus required by Section 10(a)(3) of the
Securities Act;
(ii) to reflect in the Prospectus any facts or events arising after
the effective date of this Registration Statement (or the most recent
post-effective amendment hereto) which individually or in the aggregate,
represent a fundamental change in the information set forth in this
Registration Statement (Notwithstanding the foregoing, any increase or
decrease in the volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high and of the estimated maximum offering range
may be reflected in the form of prospectus filed with the Commission
pursuant to Rule 424(b) if, in the aggregate, the changes in volume and
price represent no more than 20% change in the maximum aggregate offering
price set forth in the "Calculation of Registration Fee" table in the
effective Registration Statement.); and
(iii) to include any material information with respect to the plan of
distribution not previously disclosed in this Registration Statement or any
material change to such information in this Registration Statement;
provided, however, that the undertakings set forth in paragraphs (i) and (ii)
above shall not apply if the information required to be included in a
post-effective amendment to those paragraphs is contained in periodic reports
filed by the Registrant pursuant to Section 13 or 15(d) of the Exchange Act that
are incorporated by reference in this Registration Statement;
(2) that, for the purpose of determining any liability under the 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; and
(3) to remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.
B. FILINGS INCORPORATING SUBSEQUENT EXCHANGE ACT DOCUMENTS BY REFERENCE.
The undersigned Registrant hereby further undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where
<PAGE> 23
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.
C. INDEMNIFICATION OF OFFICERS, DIRECTORS AND CONTROLLING PRESONS.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
Registrant, the Registrant has been advised that in the opinion of the
Commission such indemnification is against public policy as expressed in the
Securities Act of 1933 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 hereunder, 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 of 1933 and will be governed by the final
adjudication of such issue.
D. PROSPECTUS IN A REGISTRATION STATEMENT AT THE TIME OF EFFECTIVENESS.
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
Rule 424(b)(1) or (4), or 497(h) under the Securities Act of 1933
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.
<PAGE> 24
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized in the City of Nashville, State of Tennessee, on October 6, 1997.
RENAL CARE GROUP, INC.
By: /s/ Sam A. Brooks
----------------------------------
Sam A. Brooks, Jr., President
and Chief Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Sam A. Brooks, Jr. and Ronald Hinds and
each or both 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 and all amendments or post- effective amendments
to this Registration Statement, as well any related registration statement, or
amendment thereto, filed pursuant to Rule 462 promulgated under the Securities
Act of 1933, 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 or his substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
<TABLE>
<S> <C> <C>
/s/ Sam A. Brooks, Jr. President, Chief Executive October 6, 1997
- ---------------------------- Officer and Director
Sam A. Brooks, Jr. (Principal Executive Officer)
/s/ Ronald Hinds Executive Vice President, October 6, 1997
- ---------------------------- Chief Financial Officer
Ronald Hinds Secretary/Treasurer (Principal
Financial Officer and Principal
Accounting Officer)
</TABLE>
<PAGE> 25
<TABLE>
<S> <C> <C>
/s/ * Director October 6, 1997
- ----------------------------
Joseph C. Hutts
/s/ * Director and Chairman October 6, 1997
- ---------------------------- of the Board
Harry R. Jacobson, M.D.
/s/ * Director October 6, 1997
- ----------------------------
Thomas A. Lowery, M.D.
/s/ * Director October 6, 1997
- ----------------------------
John D. Bower, M.D.
/s/ * Director October 6, 1997
- ----------------------------
Stephen D. McMurray, M.D.
/s/ * Director October 6, 1997
- ----------------------------
W. Tom Meredith, M.D.
/s/ * Director October 6, 1997
- ----------------------------
Kenneth Johnson, M.D.
*/s/ Sam A. Brooks, Jr.
- ----------------------------
by Power of Attorney
</TABLE>
<PAGE> 26
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No. Exhibit
<S> <C>
3.1 Amended and Restated Certificate of Incorporation of the Company
(incorporated by reference to Exhibit No. 3.1 to the Registration
Statement on Form S-1 (Registration No. 333-80221)).
3.1.2 Certificate of Amendment to the Restated Certificate of Incorporation
of the Company (incorporated by reference to Exhibit 3.1.2 to the
Quarterly Report on Form 10Q for the fiscal quarter ended June 30,
1997).
3.1.3 Certificate of Designation, Preferences, and Rights of Series A Junior
Participating Preferred Stock of Renal Care Group, Inc. (incorporated
by reference to Exhibit 3.1.3 to the Quarterly Report on Form 10-Q
for the fiscal quarter ended June 30, 1997).
3.2 Amended and Restated By-Laws of the Company (incorporated herein by
reference to Exhibit No. 3.2 to the Registration Statement on Form S-1
Registration No. 333-80221).
4.2 Specimen stock certificate for the Common Stock of the Company
(incorporated herein by reference to Exhibit 4.2 to the Registration
Statement on Form S-1 (Registration No. 333-80221)).
5.1 Opinion of Alston & Bird, LLP, including consent.
23.1 Consent of Alston & Bird, LLP (Contained in Exhibit 5.1).
23.2 Consent of Ernst & Young LLP.
23.3 Consent of Blue & Co., LLC.
24.1 Power of Attorney (included on signature page).
</TABLE>
<PAGE> 1
Exhibit 5.1
ALSTON & BIRD LLP
One Atlantic Center
1201 West Peachtree Street
Atlanta, Georgia 30309-3424
404-881-7000
Fax: 404-881-7777
Steven L. Pottle Direct Dial: 404-881-7554
October 6, 1997
Renal Care Group, Inc.
2100 West End Avenue, Suite 800
Nashville, Tennessee 37203
Re: Form S-3 Registration Statement File No. 333-33949 - Resale
of Stock on Behalf of Certain Selling Stockholders
Ladies and Gentlemen:
We have acted as counsel to Renal Care Group, Inc., a Delaware
corporation (the "Company"), in connection with the above referenced
Registration Statement on Form S-3 (the "Registration Statement") being filed
by the Company with the Securities and Exchange Commission (the "Commission")
under the Securities Act of 1933, as amended, and covering the number of shares
specified therein (the "Shares") of the Company's common stock, $.01 par value
("Common Stock"), which are being offered for the account of certain selling
stockholders specified therein. The Company will not receive any proceeds from
the sale of the Shares. The opinion hereinafter set forth is given to the
Commission at the request of the Company pursuant to Item 16 of Form S-3 and
Item 601(b)(5) of Regulation S-K.
This opinion letter is limited by, and is in accordance with, the
January 1, 1992 edition of the Interpretive Standards Applicable to Legal
Opinions to Third Parties in Corporate Transactions adopted by the Legal
Opinion Committee of the Corporate and Banking Law Section of the State Bar of
Georgia (the "Interpretive Standards"), which Interpretive Standards are
incorporated in this opinion letter by this reference. Capitalized terms used
in this opinion letter and not otherwise defined herein shall have the meanings
assigned to such terms in the Interpretive Standards and in the
Registration Statement.
In the capacity described above, we have considered such matters of law
and of fact, including the examination of originals or copies, certified or
otherwise identified to our satisfaction, of such records and documents of the
Company, certificates of public officials and such other documents as we have
deemed appropriate as a basis for the opinions hereinafter set forth. The
opinions set forth herein are limited to the General Corporation Law of the
State of Delaware.
Based upon the foregoing it is our opinion that the Shares are legally
and validly issued, fully paid and nonassessable.
This opinion letter is provided to you for your benefit and for the
benefit of the Commission solely with regard to the Registration Statement, may
be relied upon by you and the Commission only in connection with the
Registration Statement, and may not be relied upon by any other person or for
any other purpose without our prior written consent.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and further consent to the use of our name wherever
appearing in the Registration Statement.
Sincerely,
ALSTON & BIRD
By: /s/ Steven L. Pottle
SLP:lb
[ALSTON & BIRD LLP LETTERHEAD]
<PAGE> 1
EXHIBIT 23.2
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" in the Pre-
Effective Amendment No. 1 to the Registration Statement (Form S-3 No.
333-33949) and related Prospectus of Renal Care Group, Inc. for the
registration of 402,095 shares of its common stock and to the incorporation by
reference therein of our reports dated February 28, 1997, with respect to the
consolidated financial statements and schedule of Renal Care Group, Inc.
included in its Annual Report (Form 10-K) for the year ended December 31, 1996,
filed with the Securities and Exchange Commission.
ERNST & YOUNG LLP
Nashville, Tennessee
October 1, 1997
<PAGE> 1
EXHIBIT 23.3
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" in the Pre-
Effective Amendment No. 1 to the Registration Statement (Form S-3) and related
Prospectus of Renal Care Group, Inc. for the registration of 402,095 shares of
its common stock and to the incorporation by reference therein of our report
dated May 16, 1997, with respect to the combined financial statements of
Indiana Dialysis Services, P.C. et al included in Amendment No. 1 to the
Company's Current Report on Form 8-K/A for the year ended December 31, 1996,
filed with the Securities and Exchange Commission.
BLUE & CO., LLC
Indianapolis, Indiana
October 1, 1997
