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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 15, 1999
REGISTRATION NO. 333-59481
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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)
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<S> <C> <C>
DELAWARE 8092 62-1622383
(State or other jurisdiction (Primary Standard Industrial (I.R.S. Employer Identification No.)
of incorporation or organization) Classification Code Number)
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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. [ ]
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INTRODUCTORY NOTE
This Registration Statement registered 1,209,678 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 for various periods of time 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
periods. Accordingly, this Post-Effective Amendment No. 1 is being filed in
order to remove from registration any remaining unsold Shares.
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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 January 14, 1999
RENAL CARE GROUP, INC.
By: /s/ Sam A. Brooks, Jr.
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Sam A. Brooks, Jr., President and
Chief Executive Officer
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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.
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/s/ Sam A. Brooks, Jr. President, Chief Executive Officer January 14, 1999
- ------------------------------------ and Chairman of the Board
Sam A. Brooks, Jr. (Principal Executive Officer)
/s/ Ronald Hinds Executive Vice President January 14, 1999
- ------------------------------------ Chief Financial Officer
Ronald Hinds (Principal Financial Officer and
Principal Accounting Officer)
/s/ * Director January 14, 1999
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Joseph C. Hutts
/s/ * Director January 14, 1999
- ------------------------------------
Harry R. Jacobson, M.D.
/s/ * Director January 14, 1999
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Thomas A. Lowery, M.D.
/s/ * Director January 14, 1999
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John D. Bower, M.D.
/s/ * Director January 14, 1999
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Stephen D. McMurray, M.D.
/s/ * Director January 14, 1999
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W. Tom Meredith, M.D.
/s/ * Director January 14, 1999
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Kenneth Johnson, M.D.
*/s/ Sam A. Brooks, Jr.
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By Power of Attorney
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