<PAGE> 1
As filed with the Securities and Exchange Commission on October 13, 2000
Registration No. [ ]
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-----------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
RENAL CARE GROUP, INC.
(Exact name of Registrant as specified in its charter)
-----------------
DELAWARE 8092 62-1622383
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification No.)
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)
-----------------
DOUGLAS B. CHAPPELL, ESQ.
GENERAL COUNSEL
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 LLP
ONE ATLANTIC 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. [ ]
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Title of Each Class of Securities Amount to be Proposed Maximum Offering Proposed Maximum Aggregate Amount of
to be Registered Registered Price Per Share (1) Offering Price (1) Registration Fee
----------------------------------- --------------- ---------------------------- ---------------------------- --------------------
<S> <C> <C> <C> <C>
Common Stock, $.01 par value per
share (including rights to
purchase shares of Series A 262,571 $19.094 $5,013,531 $1,324
Junior Participating Preferred
Stock)
----------------------------------- --------------- ---------------------------- ----------------------------- -------------------
</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.
<PAGE> 2
SUBJECT TO COMPLETION, DATED OCTOBER 13, 2000
PROSPECTUS
262,571 SHARES
RENAL CARE GROUP, INC.
COMMON STOCK
The shareholders named in the table included in the "Selling
Shareholders" section of this prospectus, which begins on page 9, are offering
all of the shares of common stock covered by this prospectus.
The selling shareholders will sell their shares as described in the
"Plan of Distribution" section, which begins on page 10. We will not receive any
of the proceeds from the sale of shares of common stock by the selling
shareholders.
Our common stock is listed on the Nasdaq National Market System under
the symbol RCGI. The last reported sales price of the common stock on October
10, 2000, was $19.5625 per share.
------------------------
THIS INVESTMENT INVOLVES RISKS. SEE "RISK FACTORS"
BEGINNING ON PAGE 2.
------------------------
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE
ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
The date of this prospectus is _______ ___, 2000
<PAGE> 3
PROSPECTUS SUMMARY
We provide dialysis services to patients with chronic kidney failure,
also known as end-stage renal disease. As of June 30, 2000, we provided dialysis
and ancillary services to approximately 15,900 patients through 193 outpatient
dialysis centers in 23 states. In addition to our outpatient dialysis center
operations, we provided acute dialysis services at 108 hospitals. A group of
leading nephrologists formed Renal Care Group in 1996 with the objective of
creating a company with the clinical and financial capability to manage the full
range of care for end-stage renal disease patients on a cost-effective basis.
Effective April 11, 2000, we acquired Renal Disease Management by
Physicians, Inc. in a merger. In this merger we issued an aggregate of
approximately 457,584 shares of our common stock in exchange for all outstanding
shares of capital stock of Renal Disease Management by Physicians. We also
granted the former shareholders of Renal Disease Management by Physicians rights
to register for resale a portion of the shares we issued to them. We have
prepared this prospectus and registered the shares offered by the selling
shareholders to comply with these registration rights. The selling shareholders
acquired all of the shares of common stock they are offering under this
prospectus in this merger.
RISK FACTORS
You should carefully consider the risks described below before
investing in Renal Care Group. The risks and uncertainties described below ARE
NOT the only ones facing Renal Care Group. Other risks and uncertainties that we
have not predicted or assessed may also adversely affect our company.
If any of the following risks occur, our earnings, financial condition
or business could be materially harmed, and the trading price of our common
stock could decline, resulting in the loss of all or part of your investment.
IF WE FAIL TO INTEGRATE ACQUIRED COMPANIES, WE WILL BE LESS PROFITABLE
Renal Care Group has grown significantly by acquisitions of other
dialysis providers since its formation in February 1996. We have completed some
of our acquisitions as recently as April 2000, and we intend to acquire more
dialysis businesses in the future. After an acquisition, we face the challenge
of integrating the acquired company's management and other personnel, clinical
operations, and financial and operating systems with ours, often without the
benefit of continued services from key personnel of the acquired company. We may
be unable to integrate the businesses we acquire successfully or to achieve
anticipated benefits from an acquisition in a timely manner, which could lead to
substantial costs and delays or other operational, technical or financial
problems, including diverting management's attention from our existing business.
Any of these results could damage our profitability and our prospects for future
growth.
IF MEDICARE OR MEDICAID CHANGES ITS PROGRAMS FOR DIALYSIS, OUR REVENUE AND
EARNINGS COULD DECREASE
If the government changes the Medicare, Medicaid or similar government
programs or the rates paid by those programs for our services, then our revenue
and earnings may decline. We estimate that approximately 59% of our net revenue
for 1998, 57% of our net revenue for 1999 and 52% of our net revenue for the six
months ended June 30, 2000 consisted of reimbursements from Medicare, including
the administration of EPO to treat anemia. EPO is the commonly used name for the
drug erythropoietin, which is sold under the brand name Epogen(R). We also
estimate that approximately 5% of our net revenue for 1998, 4% of our net
revenue for 1999, and 6% of our net revenue for the six months ended June 30,
2000
-2-
<PAGE> 4
consisted of reimbursements from Medicaid or comparable state programs. Any of
the following actions in connection with government programs could cause our
revenue and earnings to decline:
- a reduction of the amount paid to us under government programs;
- an increase in the costs associated with performing our services that
are subject to inflation, such as labor and supply costs, without a
corresponding increase in reimbursement rates;
- the inclusion of some or all ancillary services, for which we are now
reimbursed separately, in the flat composite rate for a standard
dialysis treatment; or
- changes in laws, or the interpretations of laws, which could cause us
to modify our operations.
Specifically, Congress and the Health Care Financing Administration, or
HCFA, have proposed reviewing and potentially recalculating the average
wholesale prices of certain drugs, including some drugs that we bill for outside
of the flat composite rate. HCFA has indicated that it believes the average
wholesale prices on which it currently bases reimbursement are too high and that
Medicare reimbursement for these drugs is, therefore, too high. Because we are
unable to predict accurately whether reimbursement will be changed and, if so,
by how much, we are unable to quantify what the net effect of changes in
reimbursement for these drugs would have on our revenue and earnings.
IF REIMBURSEMENT FOR EPO DECREASES, THEN WE COULD BE LESS PROFITABLE
If government or private payors decrease reimbursement rates for EPO,
for which we are currently reimbursed separately outside of the flat composite
rate, our revenue and earnings may decline. EPO is a bio-engineered hormone that
is used to treat anemia. Our revenues from EPO were approximately 23% of net
revenue for 1998, 26% of net revenue for 1999 and 26% for the six months ended
June 30, 2000. Most of our payments for EPO come from government programs.
President Clinton has included a proposal to decrease the reimbursement for EPO
by $1 per thousand units in his fiscal year 2001 budget, which would represent a
10% reduction from the current government reimbursement rate. For the nine
months ended September 30, 2000, government reimbursement represented
approximately 58% of the total revenue we derived from EPO. Because we are
unable to predict accurately the possible effect that the proposed reduction
would have on the cost of EPO or private reimbursement rates, we cannot quantify
what the net effect would be on our revenue and earnings.
IF AMGEN RAISES THE PRICE FOR EPO OR IF EPO BECOMES IN SHORT SUPPLY, THEN WE
COULD BE LESS PROFITABLE
EPO is produced by a single manufacturer, Amgen Inc., and there are no
substitute products available in the United States. Amgen announced a 3.9%
increase in the price of EPO in February 2000, its first price increase since
before Renal Care Group was formed in February 1996. If Amgen imposes additional
price increases or if Amgen or other factors interrupt the supply of EPO, then
our revenue and earnings may decline.
IF PAYMENTS BY PRIVATE INSURERS, HOSPITALS OR MANAGED CARE ORGANIZATIONS
DECREASE, THEN OUR REVENUE AND EARNINGS COULD DECREASE
If private insurers, hospitals or managed care organizations reduce
their rates or we experience a significant shift in our revenue mix toward
additional Medicare or Medicaid reimbursement, then our revenue and earnings may
decline. We estimate that approximately 36% of our net revenue for 1998, 39% of
our net revenue for 1999, and 42% of our net revenue for the six months ended
June 30, 2000, were derived from sources other than Medicare and Medicaid. In
general, payments we receive from private insurers and hospitals for our
services are at rates significantly higher than the Medicare or Medicaid rates.
In general, payments we receive from managed care organizations are at rates
higher than Medicare and
-3-
<PAGE> 5
Medicaid rates but lower than those paid by private insurers. As a result, any
of the following events could have a material adverse effect on our revenue and
earnings:
- an increase in dialysis procedures reimbursed by private insurers,
hospitals or managed care companies could cause these payor
organizations to reduce the rates they pay us;
- a portion of our business that is currently reimbursed by private
insurers or hospitals may become reimbursed by managed care
organizations, which currently have lower rates for our services; or
- the scope of coverage by Medicare or Medicaid under the flat composite
rate could expand and, as a result, reduce the extent of our services
being reimbursed at the higher private-insurance rates.
IF WE ARE UNABLE TO MAKE ACQUISITIONS IN THE FUTURE, OUR RATE OF GROWTH WILL
SLOW
Much of our historical growth has come from acquisitions. Although we
intend to continue to pursue growth through the acquisition and development of
dialysis centers, we may be unable to continue to identify and complete suitable
acquisitions at prices we are willing to pay or obtain the necessary financing.
Further, due to the increased size of our Company since its formation, the
amount that acquired businesses contribute to our revenue and profits will
likely be smaller on a percentage basis. We also compete with other companies to
identify and complete suitable acquisitions. We expect this competition to
intensify and make it more difficult to acquire suitable companies on favorable
terms. Further, the businesses we acquire may not perform well enough to justify
our investment. If we are unable to make additional acquisitions on suitable
terms, we may not meet our growth expectations.
IF WE COMPLETE FUTURE ACQUISITIONS, WE MAY DILUTE EXISTING STOCKHOLDERS BY
ISSUING MORE OF OUR COMMON STOCK OR WE MAY INCUR ADDITIONAL EXPENSES RELATED TO
DEBT AND GOODWILL, WHICH COULD REDUCE OUR EARNINGS
We may issue equity securities in future acquisitions that could be
dilutive to our shareholders. We also may incur additional debt and amortization
expense related to goodwill and other intangible assets in future acquisitions.
We have used the pooling-of-interests accounting method for many of our
acquisitions, and as a result we have not recorded goodwill (the excess of
acquisition cost over identifiable tangible assets) in these acquisitions. In
those instances where we have used the purchase accounting method in
acquisitions, we have recorded goodwill and other intangible assets, which are
then amortized yearly against our earnings at a blended average life of 35
years. We had approximately $203.3 million of goodwill and other intangibles,
net, as of June 30, 2000. The SEC and accounting policy makers have announced
that they are considering policy and rule changes that would likely eliminate
the pooling-of-interests method, which would result in more goodwill and
associated amortization expense for future and, possibly, prior acquisitions.
Further, the SEC and accounting policymakers have announced that they may reduce
the allowable life over which companies may amortize goodwill, which would
result in increased amortization expense in each year. Interest expense on
additional debt incurred to fund acquisitions and amortization expense from
acquisitions may significantly reduce our profitability.
IF ACQUIRED BUSINESSES HAVE UNKNOWN LIABILITIES, THEN WE COULD BE EXPOSED TO
LIABILITIES THAT COULD HARM OUR BUSINESS AND PROFITABILITY
Businesses we acquire may have unknown or contingent liabilities,
including liabilities for failure to comply with health care laws. Although we
generally attempt to identify practices that may give rise to unknown or
contingent liabilities and conform them to our standards after the acquisition,
private plaintiffs or governmental agencies may still assert claims. Even though
we generally seek to obtain indemnification from prospective sellers, unknown
and contingent liabilities may not be covered by indemnification or may exceed
contractual limits or the financial capacity of the indemnifying party.
-4-
<PAGE> 6
IF OUR REFERRING PHYSICIANS WERE TO CEASE REFERRING TO OUR CENTERS OR WERE
PROHIBITED FROM REFERRING FOR REGULATORY REASONS, OUR REVENUE AND EARNINGS WOULD
DECLINE
Our dialysis centers depend on referrals from local nephrologists.
Typically, one or a few physicians account for all or a significant portion of
the patient base at each of our dialysis centers, and the loss of one or more
referring physicians could have a material adverse effect on the operations of
that center. The loss of a significant number of referring physicians could
cause our revenue and earnings to decline. In many instances, the primary
referral sources for our centers are physicians who are also stockholders and
serve as medical directors of our centers. If stock ownership or the medical
director relationship were deemed to violate applicable federal or state law,
including fraud and abuse laws and laws prohibiting self-referrals, the
physicians owning our stock or acting as medical directors may be forced to stop
referring patients to our centers. Further, we may not be able to renew or
renegotiate our medical director agreements successfully, which could result in
a loss of patients since dialysis patients are typically treated at a center
where their physician serves as a medical director.
IF OUR BUSINESS IS ALLEGED OR FOUND TO VIOLATE HEATH CARE OR OTHER APPLICABLE
LAWS, OUR REVENUE AND EARNINGS COULD DECREASE
We are subject to extensive federal, state and local regulation
regarding the following:
- fraud and abuse prohibitions under health care reimbursement laws;
- prohibitions and limitations on patient referrals;
- false claims prohibitions under health care reimbursement laws;
- facility licensure;
- health and safety requirements;
- environmental compliance; and
- medical 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. Due to
the broad application of the statutory provisions and the absence in many
instances of regulations or court decisions addressing the specific arrangements
by which we conduct our business, including our arrangements with medical
directors, physician stockholders and physician joint venture partners,
governmental agencies could challenge some of our practices under these laws. If
any of our operations are found to violate these laws, we may be subject to
severe sanctions or be required to alter or discontinue the challenged conduct
or both. If we are required to alter our practices, we may not be able to do so
successfully. If any of these events occur, our revenue and earnings could
decline.
CHANGES IN THE HEALTH CARE DELIVERY, FINANCING OR REIMBURSEMENT SYSTEMS COULD
ADVERSELY AFFECT OUR BUSINESS
The health care industry in the United States is in a period of rapid
change and uncertainty. Health care organizations, public or private, may
dramatically change the way they operate and pay for services. Our business is
designed to function within the current health care financing and reimbursement
system. During the past several years, the health care industry has been subject
to increasing levels of government regulation of, among other things,
reimbursement rates and capital expenditures. In addition, proposals to reform
the health care system have been considered by Congress. These proposals, if
enacted, may further increase government regulation of or other involvement in
health care, lower reimbursement rates and otherwise change the operating
environment for health care companies. We cannot predict the likelihood of those
events or what impact they may have on our business.
-5-
<PAGE> 7
THE DIALYSIS BUSINESS IS HIGHLY COMPETITIVE, AND IF WE DO NOT COMPETE
EFFECTIVELY IN OUR MARKETS, WE COULD LOSE MARKET SHARE AND OUR RATE OF GROWTH
COULD SLOW
The dialysis industry is fragmented and rapidly consolidating. There
are several large dialysis companies that compete for the acquisition of
existing dialysis centers and the development of relationships with referring
physicians. Several of our competitors are part of larger companies that also
manufacture dialysis equipment, which allows them to lower equipment costs.
Several of our competitors, including these equipment manufacturers, are much
larger than we are and have substantially greater financial resources and more
established operations and infrastructure than us. We also experience
competition from referring physicians who open their own dialysis centers. There
can be no assurance that we will be able to compete effectively with any of our
competitors.
IF WE LOSE ANY OF OUR EXECUTIVE OFFICERS, OR ARE UNABLE TO ATTRACT AND RETAIN
QUALIFIED MANAGEMENT PERSONNEL AND MEDICAL DIRECTORS, OUR ABILITY TO RUN OUR
BUSINESS COULD BE ADVERSELY AFFECTED, AND OUR REVENUE AND EARNINGS COULD DECLINE
We are dependent upon the services of our executive officers Sam A.
Brooks, Jr., our Chairman, Chief Executive Officer and President, and Raymond
Hakim, M.D., Ph.D., R. Dirk Allison and Gary Brukhardt, each an Executive Vice
President. Mr. Brooks, Dr. Hakim and Mr. Brukhardt have each been with Renal
Care Group since its formation. We have entered into employment agreements with
Messrs. Brooks, Allison, and Brukardt and Dr. Hakim. The employment agreements
for each of these executive officers other than Dr. Hakim contain restrictive
covenants prohibiting the officer from competing with Renal Care Group for a
period of one year following the end of the officer's employment term. The
services of these individuals would be very difficult to replace. We do not
carry key-man life insurance on any of our officers. Further, our growth will
depend in part upon our ability to attract and retain skilled employees, for
whom competition is intense. We also believe that our future success will depend
on our ability to attract and retain qualified physicians to serve as medical
directors of our dialysis centers. We have entered into medical director
agreements with the physicians serving as medical directors of our dialysis
centers, most of which contain noncompetition covenants of varying durations.
WE ARE LIABLE FOR DAMAGES IN POTENTIAL FUTURE LITIGATION, OUR INSURANCE MAY NOT
BE SUFFICIENT TO COVER SUCH POTENTIAL DAMAGES
On August 30, 2000, nineteen patients were hospitalized and one patient
died shortly after becoming ill while receiving treatment at one of our dialysis
centers. While no litigation is currently threatened or pending against us
relating to these illnesses, a claim could be brought in the future. While
management believes Renal Care Group's insurance should be adequate to cover
these events, if we become involved in litigation over these illnesses and are
found liable for damages, our present insurance coverage may not be sufficient
to cover such damages.
IF OUR BOARD OF DIRECTORS DOES NOT APPROVE AN ACQUISITION OR CHANGE IN CONTROL
OF RENAL CARE GROUP, OUR STOCKHOLDERS MAY NOT REALIZE THE FULL VALUE OF THEIR
STOCK
Our certificate of incorporation and bylaws contain a number of
provisions that may delay, deter or inhibit a future acquisition or change in
control of Renal Care Group that is not first approved by our board of
directors. This could occur even if our stockholders receive an attractive offer
for their shares or if a substantial number or even a majority of our
stockholders believe the takeover may be in their best interest. These
provisions are intended to encourage any person interested in acquiring Renal
Care Group to negotiate with and obtain approval from our board of directors
prior to pursuing the transaction. Provisions that could delay, deter or inhibit
a future acquisition or change in control of Renal Care Group include the
following:
- a staggered board of directors that would require two annual meetings
to replace a majority of the board of directors;
-6-
<PAGE> 8
- restrictions on calling special meetings at which an acquisition or
change in control might be brought to a vote of the stockholders;
- blank check preferred stock that may be issued by our board of
directors without stockholder approval and that may be substantially
dilutive or contain preferences or rights objectionable to an acquiror;
and
- a poison pill that would substantially dilute the interest sought by an
acquiror.
These provisions could also discourage bids for our common stock at a premium
and cause the market price of our common stock to decline.
OUR STOCK PRICE IS VOLATILE AND AS A RESULT, THE VALUE OF YOUR INVESTMENT MAY GO
DOWN FOR REASONS UNRELATED TO THE PERFORMANCE OF OUR BUSINESS
Our common stock is traded on the Nasdaq National Market. The market
price of our common stock has been volatile, ranging from a low of $14.625 per
share to a high of $28.25 per share during the nine months ended September 30,
2000. The market price for our common stock could fluctuate substantially based
on a variety of factors, including the following:
- future announcements concerning us, our competitors or the health care
market;
- the threat of litigation;
- changes in government regulations; and
- changes in earnings estimates by analysts.
Furthermore, stock prices for many companies fluctuate widely for
reasons that may be unrelated to their operating results. These fluctuations,
coupled with changes in demand or reimbursement levels for our services and
general economic, political and market conditions, could cause the market price
of our common stock to decline.
FORWARD LOOKING STATEMENTS
Some of the information in this prospectus contains forward-looking
statements that involve substantial risks and uncertainties. You can identify
these statements by forward-looking words such as "may," "will," "expect,"
"anticipate," "believe," "intend," "estimate" and "continue" or similar words.
You should read statements that contain these words carefully for the following
reasons:
- the statements discuss our future expectations;
- the statements contain projections of our future earnings or of our
financial condition; and
- the statements state other "forward-looking" information.
We believe it is important to communicate our expectations to our
investors. There may be events in the future, however, that we are not
accurately able to predict or over which we have no control. The risk factors
listed above, as well as any cautionary language in or incorporated by reference
into this prospectus, provide examples of risks, uncertainties and events that
may cause our actual results to differ materially from the expectations we
describe in our forward-looking statements. The SEC allows us to "incorporate by
reference" the information we file with them, which means we can disclose
important information to you by referring you to those documents. Before you
invest in our common stock, you should be aware that the occurrence of any of
the events described in the above risk factors, elsewhere in or incorporated by
reference into this prospectus and other events that we have not predicted or
assessed could have a material adverse effect on our earnings, financial
condition and business. If the events described above or other unpredicted
events occur, then the trading price of our common stock could decline and you
may lose all or part of your investment.
-7-
<PAGE> 9
AVAILABLE INFORMATION
We file reports, proxy statements and other information with the
Securities and Exchange Commission. Those reports, proxy statements and other
information may be obtained:
- At the Public Reference Room of the SEC, Room 1024 --
Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C.
20549;
- At the public reference facilities at the SEC's regional
offices located at Seven World Trade Center, 13th Floor, New
York, New York 10048 or Northwestern Atrium Center, 500 West
Madison Street, Suite 1400, Chicago, Illinois 60661;
- From the SEC, Public Reference Room, Judiciary Plaza, 450
Fifth Street, N.W., Washington, D.C. 20549;
- At the offices of The Nasdaq Stock Market, Inc., Reports
Section, 1735 K Street, N.W., Washington, D.C. 20006; or
- From the internet site maintained by the SEC at
http://www.sec.gov, which contains reports, proxy and
information statements and other information regarding issuers
that file electronically with the SEC.
Some locations may charge prescribed rates or modest fees for copies.
For more information on the public reference rooms, call the SEC at
1-800-SEC-0330.
This prospectus is part of a registration statement on Form S-3 that we
filed with the SEC (Registration No. __________). The registration statement
contains more information than this prospectus regarding Renal Care Group and
our common stock, including exhibits. You can get a copy of the registration
statement from the SEC at the addresses listed above or from its Internet site.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The information incorporated by reference is considered to be part of
this prospectus, and later information that we file with the SEC will
automatically update and supersede this information. We incorporate by reference
the documents listed below and any future filings made with the SEC under
Sections 13(a), 13(c), 14, or 15(d) of the Securities Exchange Act of 1934 until
the selling shareholders sell all the shares:
- Current Report on Form 8-K, dated October 10, 2000;
- Current Report on Form 8-K, dated October 3, 2000
- Current Report on Form 8-K, dated September 28, 2000;
- Quarterly report on Form 10-Q for the fiscal quarter ending on
June 30, 2000;
- Quarterly report on Form 10-Q for the fiscal quarter ending on
March 31, 2000;
- Annual report on Form 10-K for the fiscal year ended December
31, 1999, including those portions of our proxy statement for
our 2000 annual meeting of stockholders that are incorporated
in the Form 10-K by reference; and
- The descriptions of our common stock and series A junior
participating preferred stock purchase rights set forth in our
registration statements filed under Section 12 of the Exchange
Act, and any amendment or report filed for the purpose of
updating any description.
On request, we will provide at no cost to each person, including any
beneficial owner, who receives a copy of this prospectus, a copy of any or all
of the documents incorporated in this prospectus by reference. We will not
provide exhibits to
-8-
<PAGE> 10
any of the documents listed above, however, unless those exhibits are
specifically incorporated by reference into those documents. You should direct
your request to the Secretary of Renal Care Group, Inc., 2100 West End Avenue,
Suite 800, Nashville, Tennessee 37203, telephone number (615) 345-5500.
You should rely only on the information that we incorporate by
reference or provide in this prospectus or any supplement. We have not
authorized anyone else to provide you with different information. The selling
shareholders will not make an offer of these shares in any state where the offer
is not permitted. You should not assume that the information in this prospectus
or any supplement is accurate as of any date other than the date on the front of
those documents.
SELLING SHAREHOLDERS
The following table sets forth:
- the name of each of the selling shareholders;
- the number of shares of common stock beneficially owned by each selling
shareholder prior to the offering and being offered under this
prospectus; and
- the number of shares of common stock beneficially owned by each selling
shareholder after the completion of the offering.
The table assumes that the selling shareholders will sell all shares they are
offering under this prospectus, and that the selling shareholders will not
acquire additional shares of our common stock prior to completion of this
offering. Each selling shareholder owns less than 1% of the total number of
shares of common stock outstanding based upon 46,015,598 shares outstanding as
of September 30, 2000. After completion of this offering, each selling
shareholder will own less than 1% of the total number of shares of common stock
outstanding.
<TABLE>
<CAPTION> Shares
Shares Beneficially Beneficially
Owned Before Shares Being Owned After
Name the Offering Offered the Offering
---- ------------------- ------------ ------------
<S> <C> <C> <C>
Chester A. Amedia, Jr................................. 136,706 63,273 73,432
Ramesh Soundararajan................................. 55,878 25,862 30,016
Augustine P. Biscardi................................. 100,340 46,441 53,899
Leonidas G. Vassilaros................................ 74,232 34,358 39,874
Thomas A. Golper...................................... 5,167 2,391 2,776
PNC Capital Corp...................................... 82,285 57,600 24,685
Salem Community Hospital.............................. 2,553 1,182 1,371
Stephen P. Nash...................................... 63,744 29,503 34,241
Larry M. Day......................................... 1,550 717 833
Alvin S. Trenk....................................... 103 48 55
Steven C. Trenk...................................... 103 48 55
Jeffrey Ellentuck.................................... 52 24 28
Continental Choice Care, Inc. ....................... 2,118 980 1,138
Jeffrey Claman....................................... 26 12 14
Neil W. Lyman........................................ 207 96 111
Michael V. Rocco..................................... 52 24 28
Jeffrey Mandell...................................... 26 12 14
</TABLE>
-9-
<PAGE> 11
PLAN OF DISTRIBUTION
The selling shareholders or their pledgees, donees, transferees or
other successors may sell the shares offered under this prospectus from time to
time. These sales may be made:
- in transactions (which may include block sales) on the Nasdaq National
Market or any other national securities exchange or automated
interdealer quotation system on which shares of Renal Care Group common
stock are then listed,
- in negotiated transactions, or
- through a combination of the methods of sale described above, at fixed
prices, that may be changed, at market prices prevailing at the time of
sale, at prices related to prevailing market prices, or at negotiated
prices.
The selling shareholders and other sellers may sell the shares offered
under this prospectus directly to purchasers or through underwriters, agents or
broker-dealers by one or more of the following means:
- ordinary brokerage transactions and transactions in which the broker
solicits purchasers;
- purchases by a broker or dealer as principal and resale by that broker
or dealer for its account under this prospectus;
- 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;
- 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
- the writing of options on the shares.
Any underwriters, agents or broker-dealers involved in the distribution
of the shares 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 that
transaction will be set forth in a supplement to this prospectus.
The selling shareholders and any underwriters, agents or broker-dealers
who act in connection with the sale of the shares under this prospectus may be
deemed to be "underwriters" within the meaning of Section 2(11) of the
Securities Act, and any compensation received by them might be deemed to be
underwriting discounts and commissions under the Securities Act.
The selling shareholders will pay all applicable stock transfer taxes,
transfer fees and brokerage commissions or underwriting or other discounts. The
selling shareholders will bear all expenses in connection with the registration
of the shares being offered by the selling shareholders. Renal Care Group has
agreed to indemnify the selling shareholders against certain liabilities,
including liabilities under the Securities Act.
LEGAL MATTERS
Alston & Bird LLP, Atlanta, Georgia, will pass upon the status of
shares offered under this prospectus as legally and validly issued, fully paid
and nonassessable.
-10-
<PAGE> 12
EXPERTS
Ernst & Young LLP, independent auditors, have audited our consolidated
financial statements and schedule included in our Annual Report on Form 10-K for
the year ended December 31, 1999, as set forth in their reports, which are
incorporated by reference in this prospectus and elsewhere in the registration
statement. Our financial statements and schedule are incorporated by reference
in reliance on Ernst & Young LLP's reports, given on their authority as experts
in accounting and auditing.
Ernst & Young LLP, independent auditors, have audited our supplemental
consolidated financial statements and schedule included in our Current Report on
Form 8-K filed with the SEC on October 10, 2000 for the year ended December 31,
1999, as set forth in their reports, which are incorporated by reference in this
prospectus and elsewhere in the registration statement. Our financial statements
and schedule are incorporated by reference in reliance on Ernst & Young LLP's
reports, given on their authority as experts in accounting and auditing.
-11-
<PAGE> 13
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 RENAL CARE GROUP OR THE SELLING
SHAREHOLDERS. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL, OR THE
SOLICITATION OF AN OFFER TO BUY, TO ANY PERSON IN ANY JURISDICTION IN WHICH SUCH
OFFER TO SELL OR SOLICITATION IS NOT AUTHORIZED, OR 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>
PROSPECTUS SUMMARY......................... 2
RISK FACTORS............................... 2
FORWARD LOOKING STATEMENTS................. 7
AVAILABLE INFORMATION...................... 8
INCORPORATION OF CERTAIN DOCUMENTS
BY REFERENCE........................... 8
SELLING SHAREHOLDERS....................... 9
PLAN OF DISTRIBUTION....................... 9
LEGAL MATTERS.............................. 10
EXPERTS.................................... 10
</TABLE>
262,571 SHARES
RENAL CARE GROUP, INC.
COMMON STOCK
PROSPECTUS
_________, 2000
<PAGE> 14
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
<TABLE>
<S> <C>
SEC Registration Fee.............................................................. 1,287
Accounting Fees and Expenses...................................................... 7,500
Legal Fees and Expenses........................................................... 25,000
Miscellaneous Expenses............................................................ 5,000
-------
Total............................................................................. $38,787
</TABLE>
The foregoing items, except for the registration fee to the Securities
and Exchange Commission, are estimated. We have agreed to bear all expenses in
connection with the registration of the shares being offered by the Selling
Shareholders, except that the Selling Shareholders will bear all underwriting
discounts and commissions and transfer taxes, if any. We have agreed to
indemnify the Selling Shareholders against certain liabilities, including
liabilities under the Securities Act.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Our Amended and Restated Certificate of Incorporation provides that we
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.
Our 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.
II-1
<PAGE> 15
ITEM 16. EXHIBITS.
The following exhibits are filed as part of the Registration Statement:
<TABLE>
<S> <C>
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 of the
Registrant's 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 of the Registrant's 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.
24.1 Power of Attorney (included as part of the signature page to this
Registration Statement).
</TABLE>
II-2
<PAGE> 16
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
II-3
<PAGE> 17
of 1933 and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered hereunder, the Registrant will,
unless in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act of 1933 and will be governed by the final adjudication of such
issue.
D. PROSPECTUS IN A REGISTRATION STATEMENT AT THE TIME OF EFFECTIVENESS.
The undersigned Registrant hereby undertakes that:
(1) For purposes of determining any liability under the Securities
Act of 1933, the information omitted from the form of prospectus filed as part
of this Registration Statement in reliance upon Rule 430A and contained in a
form of prospectus filed by the Registrant pursuant to Rule 424(b)(1) or (4), or
497(h) under the Securities Act of 1933 shall be deemed to be part of this
Registration Statement as of the time it was declared effective.
(2) For the purpose of determining any liability under the
Securities Act of 1933, each post-effective amendment that contains a form of
prospectus shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
II-4
<PAGE> 18
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized in the City of Nashville, State of Tennessee, on October 10, 2000.
RENAL CARE GROUP, INC.
By: /s/ Sam A. Brooks
-----------------------------------
Sam A. Brooks, President
and Chief Executive Officer
II-5
<PAGE> 19
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that each person whose signature appears
below constitutes and appoints Sam A. Brooks, Jr. and R. Dirk Allison, 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 October 10, 2000.
<TABLE>
<CAPTION>
Signature Capacity
--------- --------
<S> <C>
/s/ Sam A. Brooks Chairman of the Board, President, Chief Executive Officer
------------------------------------ and Director (principal executive officer)
Sam A. Brooks
/s/ R. Dirk Allison Executive Vice President, Chief Financial Officer,
-------------------------------------------- Secretary and Treasurer (principal financial and
R. Dirk Allison accounting officer)
/s/ John Bower Director
--------------------------------------------
John Bower, M.D.
/s/ Joseph C. Hutts Director
--------------------------------------------
Joseph C. Hutts
/s/ Harry R. Jacobson Director and Vice Chairman of the Board
--------------------------------------------
Harry R. Jacobson, M.D.
/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.
/s/ Kenneth Johnson Director
--------------------------------------------
Kenneth Johnson, M.D.
/s/ William V. Lapham Director
--------------------------------------------
William V. Lapham
</TABLE>
II-6
<PAGE> 20
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT NO. EXHIBIT
----------- -------
<S> <C>
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 of the
Registrant's 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 of the Registrant's 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.
24.1 Power of Attorney (included as part of the signature page to this
Registration Statement).
</TABLE>
