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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 12, 1994
REGISTRATION NO. 33-53957
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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POST-EFFECTIVE
AMENDMENT NO. 3
TO
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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CORAM HEALTHCARE CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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DELAWARE 8082 33-0615337
(STATE OR OTHER JURISDICTION OF (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) CLASSIFICATION CODE NUMBER) IDENTIFICATION NUMBER)
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4675 MACARTHUR COURT
SUITE 1250
NEWPORT BEACH, CALIFORNIA 92660
(714) 955-8776
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
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KEVIN M. HIGGINS, ESQ.
ONE LAKESHORE CENTRE
3281 GUASTI ROAD, SUITE 700
ONTARIO, CALIFORNIA 91761
(909) 460-2400
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
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COPIES TO:
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R.M. MATTSON, JR., ESQ. B.E. MACDONOUGH, ESQ. M.A. KIMBALL, ESQ. R.A. FINK, ESQ.
T.S. POWELL, ESQ. R.R. ORAND, ESQ. C.J. MCLAUGHLIN, ESQ. K.M. CLAYTON, ESQ.
MORRISON & FOERSTER GREENBERG, TRAURIG, OPPENHEIMER WOLFF & BROBECK, PHLEGER &
19900 MACARTHUR BLVD. HOFFMAN, LIPOFF, ROSEN & DONNELLY HARRISON
IRVINE, CA 92715 QUENTEL, P.A. 45 SOUTH SEVENTH ST. 4675 MACARTHUR COURT,
1221 BRICKELL AVENUE MINNEAPOLIS, MN 55402 SUITE 1000
MIAMI, FL 33131 NEWPORT BEACH, CA 92660
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
AS SOON AS PRACTICABLE AFTER THIS REGISTRATION STATEMENT BECOMES EFFECTIVE.
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If the securities being registered on this form are being offered in
compliance with General Instruction G, check the following box: / /
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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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DEREGISTRATION
On June 3, 1994, Coram Healthcare Corporation, a Delaware corporation
("Coram" or the "Registrant") filed with the Securities and Exchange Commission
(the "Commission") a Registration Statement on Form S-4 (Registration No.
33-53957), as amended by that certain Amendment No. 1 to Registration Statement
on Form S-4 filed with the Commission on June 6, 1994, that certain
Post-Effective Amendment No. 1 to Registration Statement on Form S-4 filed with
the Commission on June 7, 1994 and that certain Post-Effective Amendment No. 2
to Registration Statement on Form S-4 filed with the Commission on June 17, 1994
(the "Form S-4 Registration Statement").
On June 6, 1994, the Form S-4 Registration Statement was declared effective
by the Commission. The Form S-4 Registration Statement related to the issuance
by the Registrant of 42,311,537 shares of the Registrant's common stock, par
value $0.001 per share (the "Coram Common Stock"), in connection with the
mergers (collectively, the "Merger") of T2 Acquisition Company, a Delaware
corporation and wholly owned subsidiary of the Registrant, with and into T2
Medical, Inc., a Delaware corporation ("T2"), C H S Acquisition Company, a
Delaware corporation and wholly owned subsidiary of Coram, with and into
Curaflex Health Services,Inc., a Delaware corporation ("Curaflex"), H I I
Acquisition Company, a Florida corporation and wholly owned subsidiary of Coram,
with and into HealthInfusion, Inc., a Florida corporation ("HealthInfusion"),
and M I Acquisition Company, a Delaware corporation and wholly owned subsidiary
of Coram, with and into Medisys, Inc., a Delaware corporation ("Medisys"),
pursuant to which (i) each outstanding share of common stock, par value $0.01
per share, of T2 (the "T2 Common Stock") was converted into the right to receive
0.63 of a share of Coram Common Stock, (ii) each outstanding share of common
stock, par value $0.001 per share, of Curaflex (the "Curaflex Common Stock") was
converted into the right to receive 0.333 of a share of Coram Common Stock,
(iii) each outstanding share of common stock, par value $0.01 per share, of
HealthInfusion (the "HealthInfusion Common Stock") was converted into the right
to receive 0.447 of a share of Coram Common Stock, (iv) each outstanding share
of common stock, par value $0.01 per share, of Medisys (the "Medisys Common
Stock") was converted into the right to receive 0.243 of a share of Coram Common
Stock, and (v) each outstanding option, warrant, or other right to purchase T2
Common Stock, Curaflex Common Stock, HealthInfusion Common Stock and Medisys
Common Stock was converted into the right to acquire shares of Coram Common
Stock on the same terms and conditions, except that the number and exercise
price was adjusted based on the applicable conversion ratio for the underlying
T2, Curaflex, HealthInfusion or Medisys Common Stock.
On July 8, 1994 (the "Effective Date"), upon approval of the Merger by the
respective stockholders of T2, Curaflex, HealthInfusion and Medisys at
respective stockholders' meetings held on such date, the Merger was consummated.
As soon as practicable hereafter, pursuant to and in compliance with
applicable rules and regulations of the Commission promulgated under the
Securities Act of 1933, as amended, the Registrant will file with the Commission
a Registration Statement on Form S-8 (the "Form S-8 Registration Statement"),
pursuant to which, among other things, it is (i) in effect, assuming all options
outstanding as of July 8, 1994, under the T2 Medical, Inc. 1988 Stock Option
Plan, Curaflex Health Services, Inc. 1990 Stock Option Plan, Curaflex Health
Services, Inc. 1989 Stock Option Plan, Curaflex Health Services, Inc. Directors'
Non-Qualified Stock Option Plan, Clinical Home Care Ltd. 1990 Incentive Stock
Option Plan, Clinical Home Care Ltd. 1990 Non-Qualified Stock Option Plan,
HealthInfusion, Inc. Amended and Restated Stock Option Plan, Medisys, Inc. 1989
Stock Option Plan and certain other non-plan options, (ii) registering shares of
Coram Common Stock to be issued pursuant to the exercise of options to purchase
shares of Coram Common Stock into which options to purchase shares of T2 Common
Stock, Curaflex Common Stock, HealthInfusion Common Stock and Medisys Common
Stock under such assumed Plans and other non-plan issuances were converted
pursuant to the Merger, and (iii) undertaking to remove from registration by
means of a post-effective amendment any of such options and underlying
securities registered with the Commission which remain unsold at the termination
of the T2 Medical, Inc. 1988 Stock Option Plan, Curaflex Health Services, Inc.
1990 Stock Option Plan, Curaflex Health Services, Inc. 1989 Stock Option Plan,
Curaflex Health Services, Inc. Directors' Non-Qualified Stock Option Plan,
Clinical Home Care Ltd. 1990 Incentive Stock Option Plan,
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Clinical Home Care Ltd. 1990 Non-Qualified Stock Option Plan, HealthInfusion,
Inc. Amended and Restated Stock Option Plan, Medisys, Inc. 1989 Stock Option
Plan and such non-plan options.
As a consequence of the filing of the Form S-8 Registration Statement, a
portion of the 42,311,537 shares of Coram Common Stock already registered
pursuant to the Form S-4 Registration Statement would also be registered
pursuant to the Form S-8 Registration Statement. Therefore, in order to avoid
such duplicate registration, the Registrant is filing this Post-Effective
Amendment No. 3 to Form S-4 Registration Statement to deregister such portion of
Coram Common Stock already registered pursuant to the Form S-4 Registration
Statement.
The Registrant hereby deregisters 3,000,434 shares of Coram Common Stock
originally registered pursuant to the Form S-4 Registration Statement.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Post-Effective Amendment No. 3 to the Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Newport Beach, California, on this 12th day of August, 1994.
CORAM HEALTHCARE CORPORATION
By: /s/ JAMES M. SWEENEY
James M. Sweeney,
Chief Executive Officer and
Chairman
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 3 to the Registration Statement has been signed
below by the following persons in the capacities and on the dates indicated.
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SIGNATURES TITLE DATE
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/s/ JAMES M. SWEENEY Chief Executive Officer August 12, 1994
------------------------------- and Chairman
James M. Sweeney (Principal Executive Officer)
/s/ SAM R. LENO Chief Financial Officer August 12, 1994
------------------------------- (Principal Financial and
Sam R. Leno Accounting Officer)
*/s/ CHARLES A. LAVERTY Director August 12, 1994
---------------------------------
Charles A. Laverty
*/s/ TOMMY H. CARTER Vice Chairman of the Board August 12, 1994
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Tommy H. Carter
*/s/ MILES E. GILMAN Director August 12, 1994
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Miles E. Gilman
*/s/ L. PETER SMITH Director August 12, 1994
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L. Peter Smith
*/s/ RICHARD A. FINK Director August 12, 1994
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Richard A. Fink
*/s/ STEPHEN G. PAGLIUCA Director August 12, 1994
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Stephen G. Pagliuca
*By /s/ JAMES M. SWEENEY
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James M. Sweeney
(Attorney-in-fact)
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