<PAGE> 1
As filed with the Securities and Exchange Commission on November 17, 1998
Registration No. 333-33949
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------
Post-Effective
Amendment No. 1
to
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
RENAL CARE GROUP, INC.
(Exact name of Registrant as specified in its charter)
----------------------
<TABLE>
<CAPTION>
<S> <C> <C>
DELAWARE 8092 62-1622383
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer Identification No.)
incorporation or organization) Classification Code Number)
</TABLE>
2100 WEST END AVE, 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
RENAL CARE GROUP, INC.
2100 WEST END AVE, SUITE 800
NASHVILLE, TENNESSEE 37203
(615)345-5500
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
---------------------------
COPIES TO:
STEVEN L. POTTLE, ESQ.
ALSTON & BIRD
ONE ATLANTA CENTER
1201 WEST PEACHTREE STREET
ATLANTA, GEORGIA 30309-3424
(404)881-7000
---------------------------
-------------------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable on or 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, 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. [ ]
<PAGE> 2
INTRODUCTORY NOTE
This Registration Statement registered 402,095 shares (the "Shares") of
common stock, $.01 par value per share (the "Common Stock"), of Renal Care
Group, Inc., a Delaware corporation (the "Company"). The Company was
contractually obligated to register the Shares and to maintain this
Registration Statement's effectiveness only until such time as the holders of
the Shares became eligible to rely on Rule 144(d) under the Securities Act of
1933, as amended, for the sale of the Shares. The Company is no longer
contractually obligated to maintain the effectiveness of the Registration
Statement due to the expiration of such period. Accordingly, this
Post-Effective Amendment No. 1 is being filed in order to remove from
registration any remaining unsold Shares.
<PAGE> 3
Pursuant to the Requirements of the Securities Act of 1933, as amended,
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
Post-Effective Amendment No. 1 to the Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized in the City of Nashville,
State of Tennessee, on November 16, 1998.
RENAL CARE GROUP, INC.
By: /s/ Sam A. Brooks, Jr.
---------------------------------
Sam A. Brooks, Jr., President and
Chief Executive Officer
<PAGE> 4
POWER OF ATTORNEY
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
Post-Effective Amendment No. 1 to the 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 Officer November 16, 1998
------------------------- and Chairman of the Board
Sam A. Brooks, Jr. (Principal Executive Officer)
/s/ Ronald Hinds Executive Vice President November 16, 1998
--------------------------- Chief Financial Officer
Ronald Hinds (Principal Financial Officer and
Principal Accounting Officer)
/s/ * Director November 16, 1998
--------------------------
Joseph C. Hutts
/s/ * Director November 16, 1998
----------------------------
Harry R. Jacobson, M.D.
/s/ * Director November 16, 1998
----------------------------
Thomas A. Lowery, M.D.
/s/ * Director November 16, 1998
----------------------------
John D. Bower, M.D.
/s/ * Director November 16, 1998
-----------------------------
Stephen D. McMurray, M.D.
/s/ * Director November 16, 1998
----------------------------
W. Tom Meredith, M.D.
/s/ * Director November 16, 1998
----------------------------
Kenneth Johnson, M.D.
* /s/ Sam A. Brooks, Jr.
----------------------------
By Power of Attorney
</TABLE>
