<PAGE> 1
As filed with the Securities and Exchange
Commission on March 17, 1999.
File No. 333-______
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------
RENAL CARE GROUP, INC.
(Exact Name of Registrant as Specified in its Charter)
DELAWARE 62-1622383
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification Number)
2100 WEST END AVENUE, SUITE 800
NASHVILLE, TENNESSEE 37203
(615) 345-5500
(Address, including zip code, and telephone
number of Principal Executive Offices)
RENAL CARE GROUP, INC. FOURTH AMENDED AND RESTATED 1996 STOCK INCENTIVE PLAN
DIALYSIS CENTERS OF AMERICA, INC. EQUITY COMPENSATION PLAN
(Full Title of the Plans)
RONALD HINDS
EXECUTIVE VICE PRESIDENT AND CHIEF FINANCIAL OFFICER
RENAL CARE GROUP, INC.
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)
-------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
====================================================================================================================================
Proposed Proposed
Title of Securities Amount to Maximum Maximum Amount of
to be Registered be Registered(1) Offering Price Aggregate Registration
Per Share(2) Offering Price(2) Fee(2)
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $.01 par value per 1,080,718 $22.50 $24,316,155
share (including rights to 37,500 $22.75 $ 853,125
purchase shares of Series A 2,250 $23.19 $ 52,173
Junior Participating Preferred 43,500 $23.25 $ 1,011,375
Stock)(3) 4,500 $24.08 $ 108,375
13,500 $24.67 $ 333,005
4,500 $25.06 $ 112,784
3,000 $28.50 $ 85,500
15,000 $28.81 $ 432,195
10,000 $29.13 $ 291,250
2,500 $29.42 $ 73,542
11,250 $29.50 $ 331,875
23,655 $ 0.11 $ 2,602
28,150 $25.58 $ 720,077
- -----------------------------------------------------------------------------------------------------------------------------------
Common Stock, $.01 par value per 271,782 $18.72 $ 5,087,759
share (including rights to
purchase shares of Series A
Junior Participating Preferred
Stock)(4)
- -----------------------------------------------------------------------------------------------------------------------------------
TOTAL 1,551,805 $33,811,791 $9,400
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) An aggregate of 6,000,000 shares of Renal Care Group, Inc. Common Stock
("RCG Common Stock") are issuable under the Fourth Amended and Restated
1996 Stock Incentive Plan (formerly known as the Amended and Restated 1996
Stock Option Plan) (the "RCG Plan"), and an aggregate of 51,805 shares of
RCG Common Stock are issuable under the Dialysis Centers of America, Inc.
Equity Compensation Plan (the "DCA Plan"). The Registrant has previously
filed a Registration Statement on Form S-8 with respect to 4,500,000 shares
issuable under the RCG Plan. This Registration Statement registers
1,500,000 shares under the RCG Plan and 51,805 shares under the DCA Plan
and also covers any additional shares that may hereafter become issuable as
a result of the adjustment and anti-dilution provisions of the RCG Plan and
the DCA Plan.
(2) Estimated solely for the purpose of calculating the registration fee, in
accordance with Rule 457(h)(1) based on (i) the price at which outstanding
options may be exercised, and (ii) the average of the high and low sales
price of $18.72 per share for the Registrant's Common Stock on the Nasdaq
National Market on March 15, 1999 with respect to shares for which the
offering price is not known.
(3) Shares subject to outstanding options granted under the RCG Plan and the
DCA Plan.
(4) Shares which may be issued under the RCG Plan and upon the exercise of
options which may be granted in the future under the RCG Plan.
<PAGE> 2
PART II. INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The Registrant's Registration Statement on Form S-8 with respect to the
Renal Care Group, Inc. Employee Stock Purchase Plan; Renal Care Group, Inc. 1996
Stock Option Plan; Outstanding Options Granted Outside of a Plan for 888,000
(not adjusted to reflect stock splits) Shares Granted to Employees, Directors,
Medical Directors and Consultants; Renal Care Group, Inc. 1996 Stock Option Plan
for Outside Directors; and Renal Care Group, Inc. 1994 Stock Option Plan filed
with the Securities and Exchange Commission (the "Commission") on April 22, 1996
(File No. 333-3886) and the Registrant's Registration Statement on Form S-8 with
respect to the Renal Care Group, Inc. Third Amended and Restated 1996 Stock
Incentive Plan and Outstanding Options Granted Outside of a Plan for 18,500 (not
adjusted to reflect stock splits) Shares Granted to Employees, Directors,
Medical Directors and Consultants, filed with the Commission on October 6, 1997
(File No. 333-37299) are hereby incorporated by reference.
The following additional documents are incorporated by reference into
this Registration Statement and are deemed to be a part hereof from the date of
the filing of such documents:
(1) The Registrant's Annual Report on Form 10-K for the year ended
December 31, 1997;
(2) The Registrant's Quarterly Reports on Form 10-Q for the quarters
ended March 31, 1998, June 30, 1998 and September 30, 1998;
(3) The Registrant's Current Report on Form 8-K, filed December 16,
1997 as amended by the Registrant's Current Report on Form 8-K/A, filed February
20, 1998;
(4) The Registrant's Current Report on Form 8-K, filed February 10,
1999;
(5) The description of Common Stock contained in the Registrant's
Registration Statement on Form 8-A filed on January 26, 1996, and any amendment
or report filed with the purpose of updating any such description; and
(6) The description of Series A Junior Participating Preferred Stock
Purchase Rights contained in the Registrant's Registration Statement on Form 8-A
filed on May 5, 1997, and any amendment or report filed with the purpose of
updating any such description.
All other documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment which indicates that all securities offered hereby have
been sold or which deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference herein and to be a part hereof from the
date of filing of such documents.
Any statement contained in a document incorporated or deemed
incorporated herein by reference shall be deemed to be modified or superseded
for the purpose of this Registration Statement to the extent that a statement
contained herein or in any subsequently filed document which also is, or is
deemed to be, incorporated herein by reference modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Registration
Statement.
II-1
<PAGE> 3
ITEM 8. EXHIBITS
The exhibits included as part of this Registration Statement are as
follows:
Exhibit
Number Description
------ -----------
4(a) Amended and Restated Certificate of Incorporation of the
Registrant (incorporated by reference to Exhibit 3.1 of the
Registrant's Registration Statement on Form S-1, Registration
No. 333-80221)
4(b) Certificate of Amendment of Certificate of Incorporation of
the Registrant (incorporated by reference to Exhibit 3.1.2 of
the Registrant's Quarterly Report on Form 10-Q for the fiscal
quarter ended June 30, 1997, Commission File No. 0-27640)
4(c) Certificate of Designation, Preferences and Rights of Series A
Junior Participating Preferred Stock of the Registrant
(incorporated by reference to Exhibit 3.1.3 of the
Registrant's Quarterly Report on Form 10-Q for the fiscal
quarter ended June 30, 1997, Commission File No. 0-27640)
4(d) Amended and Restated Bylaws of the Registrant (incorporated by
reference to Exhibit 3.2 of the Registrant's Registration
Statement on Form S-1, Registration No. 333-80221)
4(e) Specimen stock certificate for the Common Stock of the
Registrant (incorporated by reference to Exhibit 4.2 of the
Registrant's Registration Statement on Form S-1, Registration
No. 333-80221)
4(f) Shareholder Rights Protection Agreement, dated May 2, 1997
between the Registrant and First Union National Bank of North
Carolina, as Rights Agent (incorporated by reference to
Exhibit 99.1 of the Registrant's Current Report on Form 8-K
filed May 5, 1997, Commission File No. 0-27640)
5(a) Opinion of Alston & Bird
23(a) Consent of Counsel (included in Exhibit 5(a))
23(b) Consent of Ernst & Young LLP
23(c) Consent of KPMG LLP
24 Power of Attorney (included in Part II of this Registration
Statement)
II-2
<PAGE> 4
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-8 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 March 17, 1999.
RENAL CARE GROUP, INC.
By: /s/ Sam A. Brooks, Jr.
-------------------------------------------
Sam A. Brooks, Jr.
Chairman of the Board, President and Chief
Executive Officer
II-3
<PAGE> 5
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 either
of them (with full power in each to act alone), as true and lawful
attorneys-in-fact, with full power of substitution, for him and in his name,
place and stead, in any and all capacities, to sign any amendments to this
Registration Statement and to file the same, with all exhibits thereto and other
documents in connection therewith, with the Securities and Exchange Commission,
hereby ratifying and confirming all that said attorneys-in-fact, or their
substitute or substitutes may lawfully do or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on March 17, 1999.
Signature Capacity
--------- --------
/s/ Sam A. Brooks, Jr.
- ------------------------------------- Chairman of the Board, President,
Sam A. Brooks, Jr. Chief Executive Officer and Director
(principal executive officer)
/s/ Ronald Hinds
- ------------------------------------- Executive Vice President, Chief
Ronald Hinds Financial Officer, Secretary and
Treasurer (principal financial and
accounting officer)
- ------------------------------------- Director
John Bower, M.D.
/s/ Joseph C. Hutts
- ------------------------------------- Director
Joseph C. Hutts
- ------------------------------------- Director and Vice Chairman of the
Harry R. Jacobson, M.D. Board
/s/ Thomas A. Lowery
- ------------------------------------- Director
Thomas A. Lowery, M.D.
/s/ Stephen D. McMurray
- ------------------------------------- Director
Stephen D. McMurray, M.D.
/s/ W. Tom Meredith
- ------------------------------------- Director
W. Tom Meredith, M.D.
- ------------------------------------- Director
Kenneth Johnson, M.D.
II-4
<PAGE> 6
EXHIBIT INDEX
TO
REGISTRATION STATEMENT ON FORM S-8
Exhibit
Number Description
------ -----------
4(a) Amended and Restated Certificate of Incorporation of the
Registrant (incorporated by reference to Exhibit 3.1 of the
Registrant's Registration Statement on Form S-1, Registration
No. 333-80221)
4(b) Certificate of Amendment of Certificate of Incorporation of
the Registrant (incorporated by reference to Exhibit 3.1.2 of
the Registrant's Quarterly Report on Form 10-Q for the fiscal
quarter ended June 30, 1997, Commission File No. 0-27640)
4(c) Certificate of Designation, Preferences and Rights of Series A
Junior Participating Preferred Stock of the Registrant
(incorporated by reference to Exhibit 3.1.3 of the
Registrant's Quarterly Report on Form 10-Q for the fiscal
quarter ended June 30, 1997, Commission File No. 0-27640)
4(d) Amended and Restated Bylaws of the Registrant (incorporated by
reference to Exhibit 3.2 of the Registrant's Registration
Statement on Form S-1, Registration No. 333-80221)
4(e) Specimen stock certificate for the Common Stock of the
Registrant (incorporated by reference to Exhibit 4.2 of the
Registrant's Registration Statement on Form S-1, Registration
No. 333-80221)
4(f) Shareholder Rights Protection Agreement, dated May 2, 1997
between the Registrant and First Union National Bank of North
Carolina, as Rights Agent (incorporated by reference to
Exhibit 99.1 of the Registrant's Current Report on Form 8-K
filed May 5, 1997, Commission File No. 0-27640)
5(a) Opinion of Alston & Bird
23(a) Consent of Counsel (included in Exhibit 5(a))
23(b) Consent of Ernst & Young LLP
23(c) Consent of KPMG LLP
24 Power of Attorney (included in Part II of this Registration
Statement)
<PAGE> 1
EXHIBIT 5(a)
ALSTON & BIRD LLP
One Atlantic Center
1201 West Peachtree Street
Atlanta, Georgia 30309-3424
404-881-7000
Fax: 404-881-7777
March 17, 1999
Renal Care Group, Inc.
2100 West End Avenue, Suite 800
Nashville, Tennessee 37203
Re: Form S-8 Registration Statement --
Renal Care Group, Inc.
Ladies and Gentlemen:
We have acted as counsel for Renal Care Group, Inc., a Delaware
corporation (the "Corporation"), in connection with the referenced Registration
Statement on Form S-8 (the "Registration Statement") being filed by the
Corporation with the Securities and Exchange Commission (the "Commission") under
the Securities Act of 1933, as amended, and covering 1,551,805 shares of the
Corporation's common stock, $0.01 par value ("Common Stock"), that may be issued
pursuant to the Renal Care Group, Inc. Fourth Amended and Restated 1996 Stock
Incentive Plan and the Dialysis Centers of America, Inc. ("DCA") Equity
Compensation Plan (collectively, the "Plans"). This Opinion Letter is rendered
pursuant to Item 8 of Form S-8 and Item 601(b)(5) of Regulation S-K. Capitalized
terms used in this Opinion Letter and not otherwise defined herein shall have
the meanings assigned to such terms 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
Corporation, 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 laws of the State of Delaware, in
reliance solely on published general compilations thereof as of the date hereof.
<TABLE>
<S> <C> <C>
1211 East Morehead Street 3605 Glenwood Avenue, Suite 310 601 Pennsylvania Avenue, N.W.
P. O. Drawer 34009 P. O. Drawer 31107 North Building, 11th Floor
Charlotte, NC 28234-4009 Raleigh, NC 27622-1107 Washington, DC 20004-2601
704-331-6000 919-420-2200 202-756-3300
Fax: 704-334-2014 Fax: 919-420-2260 Fax: 202-756-3333
</TABLE>
<PAGE> 2
Based upon the foregoing, it is our opinion that the 1,551,805 shares
of Common Stock covered by the Registration Statement and to be issued pursuant
to the Plans, when issued accordance with the terms and conditions of the Plans,
will be 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, in each case, 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
-------------------------------------
Steven L. Pottle, Esq.
2
<PAGE> 1
EXHIBIT 23(b)
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration
Statement (Form S-8) pertaining to the Renal Care Group, Inc. Fourth Amended and
Restated 1996 Stock Incentive Plan 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
March 12, 1999
<PAGE> 1
EXHIBIT 23(c)
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the registration
statement to be filed on Form S-8 by Renal Care Group, Inc. 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 health care
entities as of December 31, 1996 and 1995, and the related combined statements
of income, changes in shareholders' 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 LLP
Houston, Texas
March 12, 1999
