<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 21, 1998
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
RENAL CARE GROUP, INC.
(Exact name of Registrant as specified in its charter)
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<TABLE>
<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)
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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)
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COPIES 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 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. [ ]
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TITLE OF EACH CLASS OF AMOUNT TO BE OFFERING PRICE AGGREGATE OFFERING REGISTRATION
SECURITIES TO BE REGISTERED REGISTERED PER SHARE(1) PRICE(1) FEE
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<S> <C> <C> <C> <C>
Common Stock, $.01 par
value per share (including 1,209,678 shares $42.75 $51,713,735 $15,256
rights to purchase shares of
Series A Junior Participating
Preferred Stock).........
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</TABLE>
(1) Estimated pursuant to Rule 457(c) solely for the purpose of computing the
amount of the registration fee.
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 SAID SECTION 8(A),
MAY DETERMINE.
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<PAGE> 2
SUBJECT TO COMPLETION DATED JULY 21, 1998
1,208,480 SHARES
RENAL CARE GROUP, INC.
COMMON STOCK
This prospectus relates to 1,208,480 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
(i) substantially all of the assets of Dialysis Services of Florida, Inc. - Fort
Walton Beach and Dialysis Medical, Inc. and an acute care in-patient agreement;
(ii) all of the stock of STAT Management Corporation and STAT Dialysis
Corporation effective as of December 8, 1997 pursuant to a stock purchase
agreement entered into with Laidlaw Inc. and STAT Healthcare, Inc., and (iii)
Four State Regional Dialysis Center, Inc., Fort Scott Regional Dialysis Center,
Inc., and Miami Regional Dialysis Center, Inc. in mergers effective as of April
30, 1998.
The shares of Common Stock of the Company are listed on the Nasdaq
National Market System ("Nasdaq") under the symbol "RCGI". On July 15, 1998, the
last sales price for the shares of Common Stock as reported by Nasdaq was $42.75
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, except expenses associated with the
Shares offered by Laidlaw Inc. which shall be paid by Laidlaw Inc. 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").
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 5 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 JULY ___, 1998
<PAGE> 3
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
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, 1997 (including those portions of the Company's proxy statement for
the 1998 Annual Meeting of Stockholders incorporated by reference therein);
(2) The Company's Quarterly Report on Form 10-Q for the quarterly
period ended March 31, 1998;
(3) The Company's Current Report on Form 8-K/A filed with the
Commission on February 20, 1998; and
(4) The descriptions of the Company's Common Stock and Series A Junior
Participating Preferred Stock Purchase Rights as set forth in the Company's
registration statements 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.
<PAGE> 4
CERTAIN PERSONS PARTICIPATING IN THIS OFFERING MAY ENGAGE IN
TRANSACTIONS THAT STABILIZE, MAINTAIN, OR OTHERWISE AFFECT THE PRICE OF THE
COMMON STOCK, INCLUDING TRANSACTIONS 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. SEE "PLAN OF DISTRIBUTION."
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 DIFFERENT 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
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.
<PAGE> 5
THE COMPANY
The Company is a specialized provider of nephrology services to
patients with kidney disease, including patients suffering from chronic kidney
failure, also known as end-stage renal disease ("ESRD"). As of March 31, 1998,
the Company provided dialysis and ancillary services to approximately 10,000
patients through 146 outpatient dialysis centers in 18 states. In addition to
its outpatient dialysis center operations, the Company provided acute dialysis
services through contractual relationships with 83 hospitals and physician
practice management services to 45 of the 172 nephrologists who were 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.
<PAGE> 6
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
The Company 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 effect on the Company's results of operations, financial
condition or business.
DEPENDENCE ON GOVERNMENT REIMBURSEMENT
The Company estimates that approximately 68%, 63%, and 62% of the
Company's net revenue for the years ended December 31, 1996 and 1997, and the
three months ended March 31, 1998, 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. 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 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.
Revenues from the administration of EPO (the substantial majority of
which are reimbursed through Medicare and Medicaid programs) were approximately
19%, 21%, and 22% of the net revenue of the Company for the years ended December
31, 1996 and 1997, and the three months ended March 31, 1998, respectively. EPO
reimbursement significantly affects the Company's earnings. The President has
included in his 1999 budget a proposal to decrease Medicare reimbursement for
EPO by $1. Any reduction in reimbursement rates for EPO could have a material
adverse effect on the Company's results of operations, financial condition or
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 results of operations, financial condition or business.
The Company estimates that approximately 6%, 7%, and 6% of the
Company's net revenue for the years ended December 31, 1996 and 1997, and the
three months ended March 31, 1998, 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 26%, 30%, and 32% of its net
revenue for the years ended December 31, 1996 and 1997, and the three months
ended March 31, 1998, respectively, were derived from
<PAGE> 7
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 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 or 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 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 or 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 regarding, among other things, billing and reimbursement, the
filing of false claims, fraud and abuse, and patient referrals. 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 of acquired companies 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 matters 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
<PAGE> 8
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. 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, including, but not limited
to, the Anti-Kickback Statute, the Stark Law, and similar state laws, such
physician owners may be forced to dispose of their stock in the Company.
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, false claims,
facility licensure, health and safety, environmental compliance and toxic waste
disposal. Much of this regulation, particularly in the areas of fraud and abuse
and patient referral, is complex and open to differing interpretations. The
illegal remuneration provisions of the Anti-Kickback Statute make it illegal for
any person, among other things, to 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. Federal regulations create "safe harbors" which protect certain
arrangements from the Anti-Kickback Statute. The Stark Law prohibits physician
referrals for "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." There are certain
exceptions to the Stark Law prohibitions contained in such statute and federal
regulations. The False Claims Act imposes a civil penalty on any person who (i)
knowingly presents, or causes to be presented, to the federal government a false
or fraudulent claim for payment or approval, (ii) knowingly makes, uses, or
causes to be made or used, a false record or statement to get a false or
fraudulent claim paid or approved by the federal government, (iii) conspires to
defraud the federal government by giving a false or fraudulent claim allowed or
paid, or (iv) knowingly makes, uses or causes to be made or used a false record
or statement to conceal, avoid, or decrease an obligation to pay or transmit
money or property to the federal government. Many states have enacted provisions
of law similar to one or more federal prohibitions, 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. Sanctions for violating these federal and state laws may include
civil monetary fines, disqualification from participation in the Medicare or
Medicaid programs, and 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 could
result in a material adverse effect on the Company's results of operations,
financial condition or business.
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, HIPAA, among other things,
provides for insurance portability for individuals who lose or change jobs,
limits exclusions for pre-existing conditions, and establishes a pilot program
for medical savings accounts. HIPAA also amends existing crimes and criminal
penalties for Medicare fraud and enacts new federal health care fraud crimes. 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 statutes,
regulations, or programs may have on the Company's operations.
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
<PAGE> 9
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.
DEPENDENCE ON KEY PERSONNEL
The Company is dependent upon the services of certain key executive
officers. 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
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 or business.
SIGNIFICANT INFLUENCE BY MANAGEMENT AND PHYSICIAN STOCKHOLDERS
The Company's directors, executive officers and physician stockholders
beneficially own approximately 27% 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 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. A director of the
Company, Harry R. Jacobson, M.D., serves as 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
<PAGE> 10
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 the 26,882,906 outstanding shares of
Common stock as of July 15, 1998, approximately 22,501,638 of those shares will
be freely tradeable without restriction or further registration under the
Securities Act of 1933, as amended (the "Securities Act"), after the offering of
all of the Shares, unless purchased or held by "affiliates" of the Company, as
that term is defined in Rule 144 under the Securities Act. The remaining
approximately 4,381,268 shares outstanding as of July 15, 1998, plus up to
330,000 shares of Common Stock which may be issued upon exercise of warrants,
will or have become eligible for future sale in the public market in accordance
with Rule 144 under the Securities Act, as currently in effect. In addition, up
to 4,648,461 shares of Common Stock were issuable as of July 15, 1998 upon the
exercise of options which will be freely tradeable without restriction unless
purchased by an "affiliate." The Company has granted certain registration rights
with respect to 70,000 shares of Common Stock and 330,000 of additional shares
of Common Stock issuable upon the conversion of warrants.
<PAGE> 11
MERGERS AND ACQUISITIONS
Effective October 31, 1997, the Company acquired substantially all of
the assets of Dialysis Services of Florida, Inc. - Fort Walton Beach, a Florida
corporation ("DSF"), and Dialysis Medical, Inc., a Florida corporation ("DMI"),
and an acute care in-patient agreement with a Florida hospital owned by DCA
Medical Services, Inc., a Florida corporation ("DCAMS"), in exchange for cash,
13,873 shares of Common Stock and the assumption of certain liabilities (the
"Florida Acquisition"). Such shares of Common Stock are currently held by
Dialysis Corporation of America, a Florida corporation ("DCA"), the current
parent and sole shareholder of DSF, DMI and DCAMS, and Henry M. Haire, M.D., a
former shareholder of DSF and DMI and former medical director for the facility
owned by DSF.
Effective December 8, 1997, the Company concurrently acquired all the
outstanding stock of STAT Dialysis Corporation ("STAT Dialysis") and STAT
Management Corporation ("STAT Management") pursuant to a stock purchase
agreement (the "STAT Acquisition") entered into with Laidlaw Inc., a Canadian
corporation ("Laidlaw"), and STAT Healthcare, Inc., a Delaware corporation and
wholly owned subsidiary of Laidlaw ("STAT Healthcare"), by which an affiliate of
Laidlaw received an aggregate of 2,135,730 shares of Common Stock in exchange
for all of the outstanding shares of stock in STAT Dialysis and STAT Management.
Effective April 30, 1998, the Company concurrently acquired Four State
Regional Dialysis Center, Inc., a Missouri corporation ("Four State"), Fort
Scott Regional Dialysis Center, Inc., a Missouri corporation ("Fort Scott"), and
Miami Regional Dialysis Center, Inc., a Missouri corporation ("Miami"), pursuant
to mergers by which the shareholders of Four State, Fort Scott and Miami
received an aggregate of 258,656 shares of Common Stock in exchange for their
shares of stock in Four State, Fort Scott and Miami, respectively.
In connection with the Florida and STAT Acquisitions and the Mergers,
the Company granted the current and former shareholders of DSF and DMI, Laidlaw
and the former shareholders of Four State, Fort Scott and Miami certain rights
to register for resale certain 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 Florida Acquisition, STAT
Acquisition or Mergers. Pursuant to certain registration rights granted in
connection with the Florida and STAT Acquisitions and the Mergers, the Company
agreed to register the shares of Common Stock offered by the Selling
Shareholders hereunder.
<PAGE> 12
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 Owned Shares Being Shares Beneficially Owned
Name Before the Offering(1) Offered After the Offering(1)
<S> <C> <C> <C>
Laidlaw, Inc. (2) 2,135,730 1,067,865 1,067,865
Estate of Patrick T.
Doody, M.D. (3) 130,552 63,970 66,582
R. Robert Hatelid, M.D. (4) 134,378 63,970 70,408
Dialysis Corporation of America 6,937 6,937 --
Henry M. Haire, M.D. (5) 6,936 6,936 --
Total 2,414,533 1,209,678 1,204,855
</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 other than Laidlaw owns less
than 1% of the total number of shares of Common Stock outstanding.
(2) Held of record by Laidlaw Transportation Inc., a wholly owned
subsidiary of Laidlaw. Calculated by using the total number of shares
of Common Stock outstanding as July 15, 1998, prior to this offering
Laidlaw beneficially owned approximately 7.9% of the outstanding shares
of Common Stock, and will beneficially own approximately 4.0% of the
outstanding shares of Common Stock after completion of this offering
(assuming Laidlaw sells all of its shares offered hereby).
(3) A representative of the Estate of Patrick Doody, M.D., served as Vice
President and Secretary of Four State, Fort Scott and Miami prior to
the Mergers.
(4) Dr. Hatelid served as President and Treasurer of Four State, Fort Scott
and Miami prior to the Mergers. Dr. Hatelid is currently the member of
a medical practice that provides medical director services to the
Company.
(5) Prior to the Florida Acquisition, Dr. Haire was a 20% shareholder of
DSF and DMI. In addition, Dr. Haire served as a vice president and
director of DSF and DMI prior to the Florida Acquisition. Dr. Haire is
currently the member of a medical practice that provides medical
director services to the Company.
<PAGE> 13
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. With
respect to the Selling Shareholders that received their shares of Common Stock
in connection with the Florida Acquisition and the Mergers, the Company has
agreed to bear all expenses in connection with the registration of the shares
being offered by such Selling Shareholders. With respect to the Shares
beneficially held by Laidlaw, Laidlaw has agreed to bear all expenses in
connection with the registration of such shares hereunder. 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.
EXPERTS
The consolidated financial statements of the Company appearing in Renal
Care Group, Inc.'s Annual Report (Form 10-K) for the year ended December 31,
1997, 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 STAT Dialysis Corporation and STAT
Management Corporation and their related healthcare entities, appearing in the
Company's Current Report on Form 8-K/A, for the years ended December 31, 1996
and 1995, have been audited by KPMG Peat Marwick LLP, 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.
<PAGE> 14
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 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
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
AVAILABLE INFORMATION..................................................... 2
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE........................... 2
CAUTIONARY NOTICE REGARDING FORWARD-LOOKING STATEMENTS.................... 3
THE COMPANY............................................................... 4
RISK FACTORS.............................................................. 5
MERGERS AND ACQUISITIONS.................................................. 10
SELLING SHAREHOLDERS...................................................... 11
PLAN OF DISTRIBUTION...................................................... 12
LEGAL MATTERS............................................................. 12
EXPERTS................................................................... 12
</TABLE>
1,208,480 SHARES
RENAL CARE GROUP, INC.
COMMON STOCK
PROSPECTUS
JULY ___, 1998
<PAGE> 15
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
<TABLE>
<S> <C>
SEC Registration Fee $15,240
Accounting Fees and Expenses 2,500
Legal Fees and Expenses 5,000
Miscellaneous Expenses 3,000
Total $25,740
</TABLE>
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 (i) Laidlaw will bear all expenses in
connection with the shares beneficially owned and offered by Laidlaw, and (ii)
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 and 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, had 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 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.
<PAGE> 16
ITEM 16. EXHIBITS.
The following exhibits are filed as part of the Registration Statement:
4.1.1 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)).
4.1.2 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 10-Q for the fiscal quarter ended June 30,
1997).
4.1.3 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).
4.2 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).
4.3 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 KPMG Peat Marwick LLP.
24.1 Power of Attorney (included on signature page).
<PAGE> 17
ITEM 17. UNDERTAKINGS.
A. RULE 415 OFFERING.
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:
(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 end 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 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 PERSONS.
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
<PAGE> 18
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> 19
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 July 20, 1998.
RENAL CARE GROUP, INC.
By: /s/ Sam A. Brooks, Jr.
-----------------------------------
Sam A. Brooks, Jr., President
and Chief Executive Officer
<PAGE> 20
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
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 July 20, 1998
- ------------------------------------ and Chairman of the Board
Sam A. Brooks, Jr. (Principal Executive Officer)
/s/ Ronald Hinds Executive Vice President July 20, 1998
- ------------------------------------ Chief Financial Officer
Ronald Hinds (Principal Financial Officer and
Principal Accounting Officer)
/s/ Joseph C. Hutts Director July 20, 1998
- ------------------------------------
Joseph C. Hutts
Director
- ------------------------------------
Harry R. Jacobson, M.D.
/s/ Thomas A. Lowery, M.D. Director July 20, 1998
- ------------------------------------
Thomas A. Lowery, M.D.
Director
- ------------------------------------
John D. Bower, M.D.
Director
- ------------------------------------
Stephen D. McMurray, M.D.
/s/ W. Tom Meredith, M.D. Director July 17, 1998
- ------------------------------------
W. Tom Meredith, M.D.
/s/ Kenneth Johnson, Jr., M.D. Director July 20, 1998
- ------------------------------------
Kenneth Johnson, Jr., M.D.
</TABLE>
<PAGE> 21
EXHIBIT INDEX
EXHIBIT NO. EXHIBIT
4.1.1 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)).
4.1.2 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 10-Q for the fiscal quarter ended June 30,
1997).
4.1.3 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).
4.2 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).
4.3 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 KPMG Peat Marwick LLP.
24.1 Power of Attorney (included on signature page).
<PAGE> 1
EXHIBIT 5.1
[Letterhead of Alston & Bird LLP]
July 20, 1998
Renal Care Group, Inc.
2100 West End Avenue, Suite 800
Nashville, Tennessee 37203
Re: Form S-3 Registration Statement - 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 1,208,480 shares (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 LLP
By: /s/ Douglas B. Chappell
SLP:lb
<PAGE> 1
EXHIBIT 23.2
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Form S-3) and related Prospectus of Renal Care Group,
Inc. for the registration of 1,208,480 shares of its common stock and to the
incorporation by reference therein of our reports dated March 5, 1998, 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, 1997, filed with the Securities and Exchange Commission.
ERNST & YOUNG LLP
Nashville, Tennessee
July 17, 1998
<PAGE> 1
EXHIBIT 23.3
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the heading "Experts" in the
Registration Statement (Form S-3) and related Prospectus of Renal Care Group,
Inc. for the registration of 1,208,480 shares of its common stock and to the
incorporation by reference therein of our report dated February 6, 1998, with
respect to the combined balance sheets of STAT Dialysis Corporation and STAT
Management Corporation and their related healthcare entities as of December 31,
1996 and December 31, 1995, and the related combined statements of income,
changes in stockholders' equity and partners' capital, and cash flows for the
years then ended, which report appears in the Form 8-K/A of Renal Care Group,
Inc. dated February 20, 1998.
KPMG PEAT MARWICK LLP
Houston, Texas
July 17, 1998
