RENAL CARE GROUP INC
POS AM, 2000-02-04
MISC HEALTH & ALLIED SERVICES, NEC
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<PAGE>   1
    AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 4, 2000
                                                      REGISTRATION NO. 333-77533
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                -----------------

                                 POST-EFFECTIVE
                                 AMENDMENT NO. 1
                                       TO
                                    FORM S-3
                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933

                             RENAL CARE GROUP, INC.
             (Exact name of Registrant as specified in its charter)

                                -----------------
<TABLE>
<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)

                                -----------------

                                 R. DIRK ALLISON
                EXECUTIVE VICE PRESIDENT, CHIEF FINANCIAL OFFICER
                             RENAL CARE GROUP, INC.
                          2100 WEST END AVE, SUITE 800
                           NASHVILLE, TENNESSEE 37203
                                 (615) 345-5500

            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)

                                -----------------

                                   COPIES TO:
                             STEVEN L. POTTLE, ESQ.
                                  ALSTON & BIRD
                              ONE 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. [ ]



<PAGE>   2


                                INTRODUCTORY NOTE


     This Registration Statement registered 1,980,646 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 a specified period of time. The Company is no
longer contractually obligated to maintain the effectiveness of the Registration
Statement due to the expiration of such period. Accordingly, this Post-Effective
Amendment No. 1 is filed to remove from registration any remaining unsold
Shares.



<PAGE>   3


     Pursuant to the Requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this
Post-Effective Amendment No. 1 to the Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized in the City of Nashville,
State of Tennessee, on February 4, 2000


                                       RENAL CARE GROUP, INC.


                                       By: /s/ Sam A. Brooks, Jr.
                                           ---------------------------------
                                           Sam A. Brooks, Jr., President and
                                           Chief Executive Officer


<PAGE>   4

     Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 1 to the Registration Statement has been signed
below by the following persons in the capacities and on the dates indicated.


<TABLE>
<S>                                    <C>                                       <C>
  /s/ Sam A. Brooks, Jr.               President, Chief Executive Officer        February 4, 2000
- ------------------------------------   and Chairman of the Board
Sam A. Brooks, Jr.                     (Principal Executive Officer)

  /s/ R. Dirk Allison                  Executive Vice President                  February 4, 2000
- ------------------------------------   Chief Financial Officer
R. Dirk Allison                        (Principal Financial Officer and
                                       Principal Accounting Officer)

  /s/    *                             Director                                  February 4, 2000
- ------------------------------------
Joseph C. Hutts

  /s/    *                             Director                                  February 4, 2000
- ------------------------------------
Harry R. Jacobson, M.D.

  /s/    *                             Director                                  February 4, 2000
- ------------------------------------
Thomas A. Lowery, M.D.

  /s/    *                             Director                                  February 4, 2000
- ------------------------------------
John D. Bower, M.D.

  /s/     *                            Director                                  February 4, 2000
- ------------------------------------
Stephen D. McMurray, M.D.

  /s/    *                             Director                                  February 4, 2000
- ------------------------------------
W. Tom Meredith, M.D.

  /s/    *                             Director                                  February 4, 2000
- ------------------------------------
Kenneth Johnson, M.D.

*  /s/   Sam A. Brooks, Jr.
- ------------------------------------
  By Power of Attorney
</TABLE>



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