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As filed with the Securities and Exchange Commission on July 11, 1995
Registration No. 33-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
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CORAM HEALTHCARE CORPORATION
(Exact name of Registrant as specified in its charter)
1125 SEVENTEENTH STREET, SUITE 1500
DENVER, COLORADO 80202
(303) 292-4973
(Address, including zip code, telephone number and
area code of Registrant's principal executive offices)
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<S> <C> <C>
STATE OF DELAWARE 33-0615337 8082
(State or other jurisdiction of (I.R.S. Employer (Primary Standard Industrial
incorporation or organization) Identification Number) Classification Code Number)
</TABLE>
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JAMES M. SWEENEY
CHIEF EXECUTIVE OFFICER
CORAM HEALTHCARE CORPORATION
1125 SEVENTEENTH STREET, SUITE 1500
DENVER, COLORADO 80202
(303) 292-4973
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
Copies to:
RICHARD A. FINK, ESQ.
JEREMY W. MAKARECHIAN, ESQ.
BROBECK, PHLEGER & HARRISON
1125 SEVENTEENTH STREET, SUITE 1500
DENVER, COLORADO 80202
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE OF THE SECURITIES TO
THE PUBLIC: from time to time 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 other than securities offered in connection with
dividend or interest reinvestment plans, check the following box. (x)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
PROPOSED
AMOUNT TO BE PROPOSED MAXIMUM MAXIMUM AGGREGATE AMOUNT OF
TITLE OF SECURITIES TO BE REGISTERED REGISTERED OFFERING PRICE OFFERING PRICE(1) REGISTRATION FEE(2)
<S> <C> <C> <C> <C>
Common Stock . . . . . . . . . . . . . 36,166(3) $13.75 $497,283 $171
Common Stock Underlying T2 Warrants . . 2,520,000(4) $22.125 $55,755,000 $19,226
TOTAL . . . . . . . . . . . . 2,556,166 -- $56,252,283 $19,397
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee
in accordance with Rule 457(g).
(2) The registration fee was calculated based on a fee of 1/29 of 1% of
the proposed maximum aggregate offering price.
(3) The 36,166 shares of Common Stock are being offered by the Selling
Stockholders.
(4) Pursuant to Rule 416, includes a presently indeterminate number of
additional shares of Common Stock that may become issuable as a result
of certain anti-dilution provisions contained in the T2 Warrants.
----------------
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 THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
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INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.
SUBJECT TO COMPLETION, DATED JULY 11, 1995
PROSPECTUS
CORAM HEALTHCARE CORPORATION
_______________
2,556,166 SHARES OF COMMON STOCK
_______________
Coram Healthcare Corporation (together with its subsidiaries, the
"Company") hereby offers to sell up to 2,520,000 shares of its common stock,
$.001 par value per share (the "Common Stock"), as adjusted, underlying the
warrants (the "T2 Warrants") to be issued pursuant to that certain Stipulation
of Settlement (the "T2 Settlement Agreement") by and between Thomas E. Haire,
Joseph C. Allegra, David Hersh, J. Lee Ledbetter and T2 Medical, Inc. ("T2"), a
wholly-owned subsidiary of the Company, on the one hand, and the Representative
Plaintiffs (as defined in the T2 Settlement Agreement), on the other hand. In
addition, pursuant to this Prospectus, certain persons (collectively the
"Selling Stockholders") who hold 36,166 shares of Common Stock may resell or
further distribute such securities on a deferred basis. The Common Stock owned
by the Selling Stockholders are collectively referred to herein as the "Offered
Securities." The Selling Stockholders acquired the Offered Securities in
connection with earn-out agreements (the "Earn-Out Agreements") by and among
the Selling Stockholders and Curaflex Health Services, Inc., a wholly-owned
subsidiary of the Company ("Curaflex"), and the Company. The Selling
Stockholders may sell the Offered Securities from time to time in transactions
on the New York Stock Exchange (the "NYSE"), in privately negotiated
transactions, through the writing of options on the Common Stock, or by a
combination of those methods, at fixed prices that may be changed, at market
prices at the time of sale, at prices related to market prices or at negotiated
prices. The Selling Stockholders may effect those transactions by selling the
Offered Securities to or through broker-dealers, who may receive compensation
in the form of discounts or commissions from the Selling Stockholders or from
the purchasers of the Offered Securities for whom the broker-dealers may act as
agent or to whom they may sell as principal, or both. See "Selling
Stockholders" and "Plan of Distribution."
If all of the T2 Warrants are exercised at their current maximum
exercise price, the Company will receive aggregate proceeds of approximately
$55,685,000, after deducting estimated offering expenses payable by the
Company. The Company will not receive any proceeds from the sale of the
Offered Securities. See "Use of Proceeds" and "Plan of Distribution."
The Company's Common Stock is presently traded on the NYSE under the
symbol "CRH." On July 5, 1995 the closing bid price of the Common Stock was
$13.75.
_______________
SEE "RISK FACTORS" FOR INFORMATION THAT SHOULD BE CONSIDERED BY
PROSPECTIVE INVESTORS.
_______________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION, NOR HAS THE SECURITIES AND EXCHANGE COMMISSION
OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
________________
THE COMPANY HAS UNDERTAKEN TO KEEP A REGISTRATION STATEMENT OF WHICH
THIS PROSPECTUS CONSTITUTES A PART EFFECTIVE UNTIL THE EARLIER TO OCCUR OF JULY
11, 1999 OR THE EARLIER DISPOSITION OF THE SECURITIES OFFERED HEREBY. AFTER
SUCH PERIOD, IF THE COMPANY CHOOSES NOT TO MAINTAIN THE EFFECTIVENESS OF THE
REGISTRATION STATEMENT OF WHICH THIS PROSPECTUS CONSTITUTES A PART, THE
SECURITIES ISSUABLE UPON EXERCISE HEREOF AND OFFERED HEREBY MAY NOT BE SOLD,
PLEDGED, TRANSFERRED OR ASSIGNED, EXCEPT IN A TRANSACTION WHICH IS EXEMPT UNDER
THE PROVISIONS OF THE SECURITIES ACT OF 1933, AS AMENDED, OR PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT THEREUNDER.
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NO PERSON IS AUTHORIZED IN CONNECTION WITH ANY OFFERING MADE HEREBY TO
GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATION NOT CONTAINED OR
INCORPORATED BY REFERENCE IN THIS PROSPECTUS, AND ANY INFORMATION OR
REPRESENTATION NOT CONTAINED OR INCORPORATED HEREIN MUST NOT BE RELIED UPON AS
HAVING BEEN AUTHORIZED BY THE COMPANY. THIS PROSPECTUS DOES NOT CONSTITUTE AN
OFFER TO SELL, OR A SOLICITATION OF AN OFFER TO BUY, BY ANY PERSON IN ANY
JURISDICTION IN WHICH IT IS UNLAWFUL FOR SUCH PERSON TO MAKE SUCH OFFER OR
SOLICITATION. NEITHER THE DELIVERY OF THIS PROSPECTUS AT ANY TIME NOR ANY SALE
MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, IMPLY THAT THE INFORMATION
CONTAINED HEREIN IS CORRECT AS OF ANY DATE SUBSEQUENT TO THE DATE HEREOF.
THE DATE OF THIS PROSPECTUS IS , 1995.
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AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith files reports, proxy statements and other information with
the Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements and other information can be inspected and copied at the public
reference facilities maintained by the Commission at Room 1024, Judiciary
Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549, as well as at the
following regional offices: Seven World Trade Center, Room 1300, New York, New
York 10048, and Northwestern Atrium Center, 500 West Madison Street, Room 1500,
Chicago, Illinois 60661-2511. Copies of such material can be obtained from the
Public Reference Section of the Commission at Judiciary Plaza, 450 Fifth
Street, N.W., Washington, D.C. 20549, at prescribed rates.
The Company has filed with the Commission a registration statement
(herein, together with all amendments thereto, called the "Registration
Statement") of which this Prospectus constitutes a part, under the Securities
Act of 1933, as amended (the "Securities Act"), with respect to the securities
offered hereby. This Prospectus does not contain all of the information set
forth in the Registration Statement and in the exhibits thereto, certain parts
of which are omitted in accordance with the rules and regulations of the
Commission, and reference is made to the Registration Statement and the
exhibits thereto for further information regarding the Company and the
securities offered hereby. Statements contained herein concerning the
provisions of documents are necessarily summaries of such documents, and each
such statement is qualified in its entirety by reference to the copy of the
applicable documents filed with the Commission. The Registration Statement and
the exhibits thereto may be inspected without charge and copies thereof may be
obtained upon payment of the prescribed fees at the public reference facilities
of the Commission at its principal office in Washington, D.C.
The Company's Common Stock is listed on the NYSE. All reports, proxy
statements and other information filed by the Company with the NYSE may be
inspected at the offices of the NYSE at 20 Broad Street, New York, New York
10005.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed with the Commission by the Company are
incorporated by reference into this Registration Statement:
1. Annual Report on Form 10-K for the fiscal year ended
December 31, 1994;
2. Amendment No. 1 to Annual Report on Form 10-K/A as filed
with the Commission on May 1, 1995;
3. Amendment No. 2 to Annual Report on Form 10-K/A as filed
with the Commission on May 26, 1995;
4. Quarterly Report on Form 10-Q for the fiscal quarter ended
March 31, 1995;
5. Current Report on Form 8-K as filed with the Commission on
April 6, 1995;
6. Current Report on Form 8-K as filed with the Commission on
May 2, 1995;
7. Amendment to Current Report on Form 8-K/A as filed with
the Commission on April 17, 1995; and
8. The Company's Proxy Statement filed with the Commission on
May 15, 1995 pursuant to Section 14(a) of the Exchange
Act in connection with the Company's Registration
Statement No. 33-59337 on Form S-4.
All documents filed by the Company pursuant to Section 13(a), 13(c),
14 or 15(d) of the Exchange Act subsequent to the date of the Prospectus and
prior to the filing of a post-effective amendment which indicates that all
securities offered hereby have been sold or which deregisters all securities
hereby then remaining unsold, shall be deemed
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to be incorporated by reference to this Prospectus and to be a part hereof from
the date of filing of such documents. Any statement contained herein or in a
document incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Prospectus to the
extent that a statement contained herein, or in any other subsequently filed
document which also is or is deemed to be incorporated by reference herein,
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 Prospectus.
Copies of all documents which are incorporated herein by reference
(excluding exhibits to such documents, unless such exhibits are specifically
incorporated by reference in such documents) will be provided without charge by
the Company to each person to whom this Prospectus is delivered, upon the
written request of such person directed to Coram Healthcare Corporation,
Attention: Corporate Communications, 1125 Seventeenth Street, Suite 1500,
Denver, Colorado 80202, telephone (303) 292-4973.
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THE COMPANY
The Company is the largest provider of alternate site (outside the
hospital) infusion therapy and related services in the United States, operating
143 branches as of March 31, 1995, covering geographic locations in which over
90% of the population of the United States resides. Infusion therapy involves
the intravenous administration of anti-infective, chemotherapy, pain
management, nutrition, and other therapies. Other services offered by the
Company include the provision of lithotripsy, non-intravenous infusion products
and physician support services. On April 6, 1995, the Company acquired the
Caremark Business, which at that time was the largest provider of alternate
site infusion therapies in the United States based on breadth of services and
total revenues (such acquisition, including certain financings related thereto,
are collectively referred to herein as the "Caremark Transaction").
The Company was formed on July 8, 1994 pursuant to a merger (the
"Four-Way Merger") by and among T2, Curaflex, Medisys, Inc. ("Medisys") and
HealthInfusion, Inc. ("HealthInfusion"), each of which was a publicly-held
national or regional provider of home infusion therapy and related services.
The Four-Way Merger enabled the Company to become a national provider of home
infusion and other alternate site health care services. On September 12, 1994,
the Company further broadened its geographic coverage by acquiring H.M.S.S.,
Inc., a leading regional provider of home infusion therapies based in Houston,
Texas. The Company is in the process of completing a branch and corporate
office consolidation of its five predecessor companies (the "Coram
Consolidation Plan") which is expected to result in significant annual cost
savings and operating efficiencies. The Company expects to implement a similar
branch office and consolidation program (the "Caremark Consolidation Plan") to
integrate the Caremark Business, resulting in additional cost savings and
operating efficiencies. The Company is led by a newly formed management team
with extensive background in the health care industry, including James M.
Sweeney, Chairman and Chief Executive Officer. Mr. Sweeney is widely regarded
as having pioneered the home infusion industry when he founded the predecessor
to Caremark in 1979.
On April 17, 1995, the Company and Lincare Holdings Inc. (together with
its subsidiaries, "Lincare") announced a proposed merger (the "Merger") of CHC
Acquisition Corp., a wholly-owned subsidiary of the Company, with and into
Lincare pursuant to the terms of the Agreement and Plan of Merger dated April
17, 1995 (the "Merger Agreement") pursuant to which Lincare would become a
wholly-owned subsidiary of the Company. Lincare is one of the nation's largest
providers of oxygen and other respiratory therapy services to patients in the
home, currently serving over 70,000 customers in 35 states through 190
operating centers. In connection with the Merger, all of the outstanding
shares of common stock, $.01 par value per share, of Lincare (the "Lincare
Common Stock") will be exchanged for shares of Common Stock, at the ratio of
1.5354 shares (the "Exchange Ratio") of the Common Stock for each share of
Lincare Common Stock. The obligations of Lincare and the Company to consummate
the Merger are subject to the satisfaction of certain conditions set forth in
the Merger Agreement, including the approval of the Merger by the stockholders
of Lincare and the Company.
The Company's principal executive offices are located at 1125
Seventeenth Street, Suite 1500, Denver, Colorado 80202, and its telephone
number is (303) 292-4973.
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RISK FACTORS
In addition to the other information contained in this Prospectus and
the information incorporated herein by reference, prospective investors should
carefully consider, among others, the following risk factors prior to
investing:
IMPLEMENTATION OF BUSINESS STRATEGY
The Company is seeking to implement an aggressive business strategy
focused on (i) completing the Coram Consolidation Plan; (ii) implementing and
completing the Caremark Consolidation Plan; and (iii) pursuing possible
acquisitions of other alternate site health care companies such as Lincare.
Pronounced changes are expected to occur in the markets which the Company
serves, which may require adjustments to the Company's strategy. Execution of
this strategy has placed and will continue to place significant demands on the
Company's financial and management resources and there can be no assurance that
such demands will not adversely affect the Company's future financial
performance or that the Company will be successful in fully implementing its
estimated cost savings, responding to ongoing changes in its markets which may
require adjustments to its strategy, or in identifying, acquiring, managing or
integrating additional operations. Implementation of the Company's strategy
could also be affected by a number of factors beyond the Company's control,
such as loss of personnel, the response of competitors and regulatory
developments. While the Company generally intends to operate Lincare as a
stand-alone business unit following the Merger, the Merger will involve some
degree of integration between two companies that have previously operated
independently, particularly with respect to the integration of certain
marketing and other corporate functions. No assurance can be given that the
benefits expected from such integration will be realized.
DEPENDENCE ON PAYORS AND REIMBURSEMENT RELATED RISKS
The profitability of the Company and Lincare depends in large part on
reimbursement provided by third party payors. Since alternate site care is
generally less costly to third party payors than hospital-based care, alternate
site providers have historically benefitted from cost containment initiatives
aimed at reducing the costs of hospitalization. However, competition for
patients, efforts by traditional third party payors to contain or reduce health
care costs and the increasing influence of managed care payors such as health
maintenance organizations in recent years have resulted in reduced rates of
reimbursement for services provided by alternate site providers such as the
Company. During 1993 and early 1994, the alternate site infusion industry,
including the Company, experienced severe reductions in the pricing of its
products and services as a result of these trends. Prices for the Company's
products and services declined by approximately 7.5% in 1993 and 13.5% in 1994.
A significant portion of Lincare's revenues are attributable to
payments received from the Medicare and Medicaid programs. The levels of
revenues and profitability of Lincare are affected by the continuing efforts of
these programs to contain or reduce the costs of health care. A number of
changes to the Medicare and Medicaid programs are being considered in
connection with recent efforts to reduce budget deficits at the federal and
state levels. Among the changes under consideration are proposals that would
reduce Medicare and Medicaid expenditures by lowering reimbursement rates,
increasing case management review of services, negotiating reduced contract
pricing and expanding Medicaid risk contracting. A significant change in
coverage or a reduction in payment rates by Medicare or Medicaid could have a
material adverse effect upon Lincare's business and financial condition. See
"-- Health Care Reform Legislation."
Additionally, managed care payors and even traditional indemnity
insurers increasingly are demanding fee structures and other arrangements
providing for the assumption by health care providers of all or a portion of
the financial risk of providing care (e.g., capitation). Capitation
arrangements currently do not comprise a material component of the Company's
revenues. While the Company believes that short-term pricing pressures are
stabilizing and that the Company's business strategy to become the high
quality, low cost provider of choice in the markets it serves is responsive to
these trends, no assurance can be given that pricing pressures will not
continue or that the Company's financial results will not be adversely affected
by such trends. A rapid increase in the percentage of revenue derived from
managed care payors without a corresponding decrease in the Company's operating
costs could have an adverse impact on the Company's profit margins.
In addition to infusion therapy and related services, the Company also
provides lithotripsy services. Lithotripsy is a non-invasive technique that
uses shock waves to disintegrate kidney stones. The Company's lithotripsy
operations have contributed an increasing amount to the Company's operating
income. A material change in the operating
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performance of the lithotripsy business could have a material adverse effect on
the consolidated operating results of the Company. In 1993, the Health Care
Financing Administration ("HCFA") released a proposed rule reducing the rate at
which ambulatory surgery centers and certain hospitals would be reimbursed for
the technical component of a lithotripsy procedure. Although the HCFA has not
taken any further action, the adoption of this proposed rule could have a
material adverse effect on the Company's lithotripsy revenues.
LIMITED OPERATING HISTORY OF THE COMPANY; RECENT LOSSES
The Company is subject to the uncertainties and risks associated with
a newly formed and expanding business. The Company has only been operating as
a combined entity since July 8, 1994, and has incurred cumulative net losses of
approximately $117.7 million (including $164.5 million of special pre-tax
charges) from such date through March 31, 1995. In addition, 1994 net revenues
of the Caremark Business experienced a material decline from 1993 net revenues,
in each case calculated on a pro forma basis giving effect to the March 1, 1994
acquisition of Critical Care of America, Inc. The future operating results of
the Company will depend on many factors, including stabilization of operating
revenues and pricing pressures, the ability of the Company to implement its
strategy, the level of competition, the ability to integrate other
complementary businesses into its current organization, general economic
conditions, the ability to attract and retain qualified personnel at
competitive rates, and government regulation and reimbursement policies. See
"-- Dependence on Payors and Reimbursement Related Risks."
FINANCIAL LEVERAGE
The Company incurred a significant amount of long-term debt in
connection with the Caremark Transaction. As of March 31, 1995, the Company's
pro forma consolidated long-term indebtedness after giving effect to the
Caremark Transaction would have been $430.2 million and its pro forma
consolidated stockholders' equity would have been $331 million. The Company's
pro forma interest coverage ratio (earnings before interest, taxes,
depreciation and amortization divided by interest expense) for the three months
ended March 31, 1995, pro forma for the acquisition of the Caremark Business,
would have been 2 to 1. The degree to which the Company is leveraged could (i)
impair the Company's ability to finance, through its own cash flow or from
additional financing, its future operations or pursue its business strategy;
and (ii) make the Company more vulnerable to economic downturns, competitive
and payor pricing pressures and adverse changes in government regulation.
Components of the Company's credit facility with Chemical Bank and its bridge
financing with DLJ Bridge Finance, Inc. require interest payments that float
with either the LIBOR or the prime rate, and therefore, a significant increase
in interest rates could impair the Company's ability to make required interest
payments and have a material adverse effect upon the Company's business and
financial condition. The Company believes that the Merger will strengthen the
Company's balance sheet, reduce its financial leverage and increase its cash
flow. The Company's pro forma interest coverage ratio for the three months
ended March 31, 1995, after giving effect to the consummation of the Merger,
would have been 4.3 to 1.
The terms of the Company's outstanding indebtedness contain a number
of covenants that, among other things, restrict the ability of the Company and
its subsidiaries to dispose of assets, incur debt, pay dividends, create liens,
make capital expenditures and make certain investments or acquisitions and
otherwise restrict corporate activities. The ability of the Company to comply
with such provisions may be affected by events beyond its control. The breach
of any of these covenants could result in a default under the terms of such
indebtedness. If the Company were to default under any of its indebtedness
agreements, the lenders to the Company could, at their option, declare all
borrowings immediately due and payable if any default were not cured prior to
any such action by the lenders.
DEPENDENCE ON KEY PERSONNEL
The Company's operations and ability to successfully implement its
business strategy are dependent on the efforts, ability and experience of James
M. Sweeney, its Chairman and Chief Executive Officer, Patrick J. Fortune, its
President and Chief Operating Officer, Olav B. Bergheim, its Executive Vice
President, and other executive officers. The loss of some or all of these key
executive officers could have a material adverse impact on the Company.
Lincare is also dependent upon the ability and experience of its senior
managers, and there can be no assurance that Lincare will be able to retain all
of such officers subsequent to the Merger. If, for any reason, such executives
do not remain active in Lincare's management, Lincare's operations could be
adversely affected. The Company has entered into employment agreements with
three of such executives which will become effective upon the effective time of
the Merger.
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GOVERNMENTAL REGULATION
Each of the Company and Lincare is subject to federal and state laws
that prohibit certain direct and indirect payments between health care
providers that are intended, among other things, to induce or encourage the
referral of patients to, or the recommendation of, a particular provider of
items or services ("anti-kickback" laws). In addition, certain federal and
state laws have been enacted to prohibit physicians from referring patients for
certain "designated health services" to providers with which the referring
physician has an ownership or compensation arrangement ("self-referral laws").
In particular, Section 1128B(b) of the Social Security Act (the "Anti-Kickback
Statute") prohibits certain business practices and relationships that might
affect the provision and cost of health care services reimbursable under
Medicare and Medicaid. Sanctions for violating the Anti-Kickback Statute
include criminal penalties and civil sanctions, including fines and possible
exclusion from the Medicare and Medicaid programs. The Department of Health
and Human Services ("HHS") has issued regulations that describe some of the
conduct and business relationships permissible under the Anti-Kickback Statute
("Safe Harbors"). The fact that a given business arrangement does not fall
within a Safe Harbor does not render the arrangement per se illegal. Business
arrangements of health care service providers and suppliers that fail to
satisfy the applicable Safe Harbor criteria, however, risk increased scrutiny
by enforcement authorities. The Anti-Kickback Statute applies to relationships
with physicians as well as with other entities such as hospitals.
In addition, Section 1877 of the Social Security Act as amended
effective January 1, 1995, prohibits physicians from referring a number of
"designated health services" referrals under the Medicare and Medicaid programs
to providers with which such physicians have ownership interests or other
financial arrangements, including referrals for "durable medical equipment,"
"parenteral and enteral nutrition," "outpatient prescription drugs" and "home
health services". Many states have adopted or are considering similar
legislative proposals, some of which extend beyond the Medicaid program to all
health care services. The Company's participation in and development of
business relationships which in any way involve financial arrangements with
physicians could be adversely affected by these amendments and similar state
enactments as well as future regulatory developments in this area, while the
Company's business relationships with non-physicians could be adversely
affected by the Antifraud Amendments or amendments thereto, as well as by
similar state enactments.
As part of its compliance program, the Company is reviewing all of its
business arrangements with physicians that may be questionable in the current
regulatory environment to determine whether such arrangements need to be
restructured or terminated. Because the Company may be less willing than some
of its competitors to enter into business arrangements that may be questionable
under existing law, it could be at a competitive disadvantage in entering into
certain transactions and arrangements with physicians and other health care
providers. While the Company believes that it is in material compliance with
applicable law, there can be no assurance that such laws will ultimately be
interpreted in a manner consistent with the practices of the Company.
The businesses of the Company and Lincare are also subject to other
substantial governmental regulation including state laws governing the
dispensing, distribution and compounding of prescription products; state laws
regulating pharmacies and the provision of home health services; and federal
laws regulating the repackaging and dispensing of drugs. Failure to comply
with these laws could adversely affect the Company's or Lincare's ability to
continue to provide or receive reimbursement for its therapies and services.
Changes in these laws and the interpretation of existing laws could have a
material adverse effect on the activities of the Company or Lincare, the
relative costs associated with doing business and the amount of reimbursement
by government and other third party payors.
HEALTH CARE REFORM LEGISLATION
In recent years, an increasing number of legislative initiatives have
been introduced or proposed in Congress and in state legislatures that would
effect major changes in the health care system, either nationally or at the
state level. Among the proposals under consideration are various insurance
market reforms, forms of price control, expanded fraud and abuse and anti-
referral legislation and further reductions in Medicare and Medicaid
reimbursement. The Company cannot predict whether any of the above proposals
or any other proposals will be adopted, and if adopted, no assurance can be
given that the implementation of such reforms will not have a material adverse
effect on the business of the Company or Lincare.
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CERTAIN LITIGATION AND GOVERNMENTAL INVESTIGATIONS
The T2 Settlement Agreement, dated as of January 27, 1995, sets forth
the principal terms of a settlement of class action shareholder litigation
which was initiated against T2 in 1992. Under the T2 Settlement Agreement the
Company paid the shareholder class $25 million in cash (of which approximately
$7.8 million was contributed by one of the Company's insurance carriers), and
will issue the T2 Warrants. The T2 Settlement Agreement was approved by the
court and a judgment was entered dismissing the litigation with prejudice on
May 19, 1995.
In September 1994, T2 entered into a settlement of an investigation by
the HHS Office of Inspector General ("OIG") into T2's financial arrangements
with physicians (the "T2 OIG Settlement"). T2, in expressly denying liability,
agreed to a civil order which enjoins it from violating federal anti-kickback
and false claims laws related to Medicare/Medicaid reimbursement. The order
further requires T2 to comply with certain standards when providing management
or other services to physicians. The Company is implementing programs to
ensure that it is in compliance with the terms and conditions of the T2 OIG
Settlement and has engaged Richard P. Kusserow, the former Inspector General of
HHS, as a consultant to assist the Company in developing its compliance
program. However, in the event that T2 violates the T2 OIG Settlement or the
Company engages in conduct that violates federal or state laws, rules or
regulations, the Company may be subject to a risk of increased sanctions or
penalties; including, but not limited to, partial or complete exclusion from
the Medicare/Medicaid program.
In January 1994, Lincare was advised by the United States Attorney for
the Middle District of Florida that a grand jury has been investigating certain
services provided by Lincare to a pharmacy that supplied medications to home
respiratory patients. Under its contracts with the pharmacy, Lincare was
responsible for providing various marketing, field administration and patient
services to the pharmacy. The contracts were in effect from February 1989 to
April 1992, and accounted for less than one percent of Lincare's revenues
during such period. Lincare is cooperating with the investigation and believes
that it will be able to demonstrate that its services for the pharmacy were
provided in accordance with all applicable federal laws. However, no assurance
can be given that the matter will be resolved promptly or that the United
States Attorney will not seek penalties against Lincare or its officers.
COMPETITION
The alternate site health care market is highly competitive and is
experiencing both horizontal and vertical consolidation. Some of the Company's
current and potential competitors include hospital chains and providers of
multiple products and services for the alternate site health care market. In
June 1995, two of the largest companies in the alternate site health care
industry, Abbey Healthcare Group Incorporated and Homedco Group, Inc. completed
their previously announced merger. The size, purchasing power, ability to
assemble products and services, and relationships with physicians and payors
which certain providers enjoy make them formidable competitors to the Company
and Lincare. Moreover, there are relatively few barriers to entry in the local
markets which the Company and Lincare serve. Local or regional companies have
entered the home health care market in the past and others may do so in the
future. There can be no assurance that the Company and Lincare will not
encounter increased competition in the future that could limit their ability to
maintain or increase their market share. Such increased competition could have
a material adverse effect on the business and results of operations of the
Company and Lincare.
POTENTIAL PROFESSIONAL LIABILITY
The services of each of the Company and Lincare involve an inherent
risk of professional liability and, with respect to such services, while the
Company and Lincare have not had any material claims for professional liability
asserted against them, no assurance can be given that such claims will not be
asserted in the future. While each of the Company and Lincare maintain
insurance consistent with industry practice, there can be no assurance that the
amount of insurance currently maintained by them will satisfy all claims made
against them or that the Company will be able to obtain insurance in the future
at satisfactory rates or in adequate amounts. The Company cannot predict the
effect that any such claims, regardless of their ultimate outcome, might have
on its business or reputation or on its ability to attract and retain patients.
8
<PAGE> 11
CHANGES IN TECHNOLOGY
The alternate site infusion business of the Company is dependent on
physicians continuing to prescribe the administration of drugs and nutrients
through intravenous and other infusion methods. Intravenous administration is
often the most appropriate method for treating critically ill patients and is
often the only way to administer proteins and biotechnology drugs.
Nonetheless, technological advances in drug delivery systems, the development
of therapies that can be administered orally and the development of new medical
treatments that cure certain complex diseases or reduce the need for infusion
therapy could adversely impact the business of the Company.
9
<PAGE> 12
USE OF PROCEEDS
The proceeds to be received by the Company from the issuance of Common
Stock upon exercise of all of the T2 Warrants will be an aggregate of
approximately $55,685,000, after deducting estimated offering expenses of
approximately $70,000. The amount of such proceeds will vary significantly
depending on the number of T2 Warrants, if any, which are exercised. The net
proceeds are expected to be used by the Company for general corporate purposes.
The net proceeds from the sale of the Offered Securities will be received
directly by each Selling Stockholder.
DETERMINATION OF OFFERING PRICE
The exercise price of the T2 Warrants was established by negotiations
among the Company and the Representative Plaintiffs and Defendants (each as
defined in the T2 Settlement Agreement). This Prospectus may be used from time
to time by the Selling Stockholders who offer the Offered Securities registered
hereby for sale, and the offering price of such Offered Securities will be
determined by the Selling Stockholders and may be based on market prices
prevailing at the time of sale, at prices relating to such prevailing market
prices, or at negotiated prices.
SELLING STOCKHOLDERS
The following table sets forth certain information with respect to the
Common Stock beneficially owned by each Selling Stockholder as of July 6, 1995
and as adjusted to give effect to the sale of such securities. The securities
offered in this Prospectus by the Selling Stockholders are the Offered
Securities. The Offered Securities are being registered to permit public
secondary trading of such securities, and the Selling Stockholders may offer
such securities for resale from time to time. See "Plan of Distribution."
The Selling Stockholders acquired the Offered Securities in connection
with Earn-Out Agreements entered into by Curaflex. None of such Selling
Stockholders has had a material relationship with the Company within the past
three years other than as a result of ownership of the securities of the
Company. The Offered Securities may be offered from time to time by the
Selling Stockholders named below or their nominees, and this Prospectus may be
required to be delivered by persons who may be deemed to be underwriters in
connection with the offer or sale of such securities. See "Plan of
Distribution."
<TABLE>
<CAPTION>
Common Stock Common Stock
Beneficially Beneficially
Owned Prior to Owned After
Offering(1) Offering(1)(2)
Name and Address of -------------- Common Stock --------------
Selling Stockholders Amount Percent Offered(3) Amount Percent
-------------------- ------ ------- ------------ ------ -------
<S> <C> <C> <C> <C> <C>
Bryan L. Hammons 3,410 * 3,410 0 *
7209 Forestwind Court
Arlington, TX 76017
Andrew Cummings 3,410 * 3,410 0 *
1613 Oakcreek
Lewisville, TX 75067
Philip Russell 3,410 * 3,410 0 *
10905 McCree Road
Dallas, TX 75081
Michael Inman 2,046 * 2,046 0 *
2555 Rosedale Street
Highland Village, TX
75067
John Clark 4,774 * 4,774 0 *
16048 Chalfont Circle
Dallas, TX 75248
TBOB Enterprises 19,116 * 19,116 0 *
4955 F Street
Omaha, NE 68117
------ ------- ------ ------ -------
All Selling
Stockholders as a Group 36,166 * 36,166 0 *
====== ======= ====== ====== =======
</TABLE>
10
<PAGE> 13
_________
(1) Shares of Common Stock subject to options or warrants which are currently
exercisable or exercisable within 60 days are deemed outstanding for
purposes of computing the percentage of the person holding such options or
warrants but are not deemed to be outstanding for computing the percentage
of any other person.
(2) No percent of class is shown for holders of less than 1%. Percentage
computations are based on 39,766,233 shares of Common Stock outstanding as
of July 6, 1995.
(3) Assumes sale of all Common Stock offered hereby.
PLAN OF DISTRIBUTION
THE COMPANY
This Prospectus will be used in connection with the offer and sale of
the Common Stock issuable upon exercise of the T2 Warrants. The Company is
offering pursuant to this Prospectus to sell up to 2,520,000 shares of the
Common Stock underlying the T2 Warrants pursuant to the exercise of the T2
Warrants at an exercise price of $22.125 per share, subject to adjustment. See
"Description of Securities."
THE SELLING STOCKHOLDERS
The Company has been advised by the Selling Stockholders that the Offered
Securities may be sold from time to time in transactions on the NYSE in
privately negotiated transactions, through the writing of options on the Common
Stock, or by a combination of these methods, at fixed prices that may be
changed, at market prices at the time of sale, at prices related to market
prices or at negotiated prices. The Selling Stockholders will act
independently of the Company in making decisions with respect to the timing,
manner and size of each sale. The Selling Stockholders may effect these
transactions by selling the Offered Securities to or through broker-dealers
and/or purchasers of the Offered Securities for whom they may act as agent.
Each Selling Stockholder has represented that it was acquiring the Offered
Securities without any present intention of effecting a distribution of such
securities except in the manner contemplated in the respective Earn-Out
Agreements and in compliance with applicable securities laws. In recognition
of the fact that investors, even though having acquired the Offered Securities
without a view to distribution, may wish to be legally permitted to sell such
securities when they deem appropriate, the Company has filed with the
Commission under the Securities Act, a Registration Statement of which this
Prospectus forms a part, with respect to the resale of the Offered Securities
from time to time as described herein and has agreed to prepare and file such
amendments and supplements to the Registration Statement as may be necessary to
keep the Registration Statement effective for a period not to exceed nine
months from the effective date of such Registration Statement.
The Selling Stockholders and broker-dealers who act in connection with the
sale of the Offered Securities may be deemed to be "underwriters" within the
meaning of the Securities Act, and any commissions received by such
broker-dealers and profits on the resale of the Offered Securities as a
principal may be deemed to be underwriting discounts and commissions under the
Securities Act.
11
<PAGE> 14
DESCRIPTION OF SECURITIES
GENERAL
The authorized capital stock of the Company consists of an aggregate of
75,000,000 shares of Common Stock, par value $.001 per share, and 10,000,000
shares of Preferred Stock, par value $.001 per share ("the Preferred Stock").
As of July 6, 1995, 39,766,233 shares of Common Stock and no shares of
Preferred Stock were outstanding.
COMMON STOCK
All shares of Common Stock have equal voting rights and, when validly
issued and outstanding, have one vote per share in all matters to be voted upon
by shareholders. The shares of Common Stock have no preemptive, conversion or
redemption rights and may only be issued as fully paid and nonassessable
shares. Cumulative voting in the election of directors is not allowed. The
holders of a majority of the issued and outstanding shares of Common Stock are
able to elect all directors of the Company. Each holder of Common Stock, upon
liquidation of the Company, is entitled to receive a pro rata share of the
Company's assets available for distribution to common stockholders.
T2 WARRANTS
Pursuant to this Prospectus the Company is offering to sell up to
2,520,000 shares of Common Stock underlying the T2 Warrants. The Company will
issue the T2 Warrants pursuant to the T2 Settlement Agreement. Each T2 Warrant
currently entitles the registered holder to purchase one share of Common Stock
at an exercise price of $22.125 during the period commencing at the time of
issuance of the T2 Warrants and ending on the fourth anniversary thereof. The
exercise price of the T2 Warrants was determined by negotiation between the
Company and the Representative Plaintiffs and should not be construed to be
predictive of, or to imply that, any price increases will occur in the
Company's securities. The exercise price of the T2 Warrants and the number and
kind of shares of Common Stock or other securities and property to be obtained
upon exercise of the T2 Warrants are subject to adjustment in certain
circumstances, including a stock split, combination or dividend or upon a
consolidation or merger or in the case of a sale, lease or transfer of all or
substantially all of the assets of the Company, so as to enable warrantholders
to purchase the kind and number of shares or other securities or property
receivable in such event by a holder of the kind and number of shares of Common
Stock that might otherwise have been purchased upon exercise of such T2
Warrant. The T2 Warrants may be exercised upon surrender of the T2 Warrant
certificate on or prior to the expiration date of such T2 Warrants at the
principal offices of the Company, or at the offices of its stock transfer
agent, accompanied by payment of the full exercise price (by certified check
payable to the Company) for the number of T2 Warrants being exercised. Shares
of Common Stock issuable upon exercise of the T2 Warrants upon payment in
accordance with their terms will be fully paid and non-assessable. The T2
Warrants do not confer upon the T2 Warrantholders any voting or other rights of
a stockholder of the Company.
12
<PAGE> 15
LEGAL MATTERS
Certain legal matters have been passed upon for the Company by Brobeck,
Phleger & Harrison, Denver, Colorado. As of July 11, 1995, a member of
Brobeck, Phleger & Harrison held options to purchase up to 75,000 shares of
Common Stock.
EXPERTS
The consolidated financial statements of the Company as of December 31,
1994 and for the year then ended included in this Registration Statement have
been audited by Ernst & Young LLP, independent auditors, as set forth in their
report thereon incorporated by reference hereto. The consolidated financial
statements of the Company as of December 31, 1993 and for each of the two years
in the period ended December 31, 1993 have been audited as to combination only
and, with respect to T2 for the two years in the period ended December 31,
1993, as to the adjustments applied to present the statements of operations,
stockholders' equity, and cash flows on a December 31 rather than a September
30 year end by Ernst & Young LLP, independent auditors. The financial
statements of those entities were audited by Deloitte & Touche LLP as it
relates to T2 as of September 30, 1993, and for the two years in the period
ended September 30, 1993 (whose report expresses an unqualified opinion and
includes an explanatory paragraph relating to material uncertainties concerning
certain pending claims against T2), and as of December 31, 1993 and for the two
years in the period then ended by KPMG Peat Marwick LLP, as it relates to
Curaflex, Arthur Andersen LLP, as it relates to HealthInfusion, and Coopers &
Lybrand, Independent Accountants, as it relates to Medisys. The financial
statements referred to above are incorporated by reference in reliance upon
such reports given upon the authority of such firms as experts in accounting
and auditing. The report of KPMG Peat Marwick LLP as it relates to Curaflex
and the report of Coopers & Lybrand, Independent Accountants, as it relates to
Medisys, each covering the December 31, 1993, financial statements refer to a
change in method of accounting for income taxes to adopt the provisions of the
Financial Accounting Standards Boards' Statement of Financial Accounting
Standards No. 109 (Accounting for Income Taxes).
The financial statements of the Caremark Business at December 31, 1994 and
for the year then ended incorporated by reference in this Prospectus have been
audited by Price Waterhouse LLP, independent accountants, as set forth in their
report thereon, and are incorporated by reference in reliance upon such report
and given on the authority of said firm as experts in accounting and auditing.
The consolidated financial statements and schedules of Lincare as of
December 31, 1993 and 1994, and for each of the years in the three-year period
ended December 31, 1994 are incorporated by reference in reliance upon the
report of KPMG Peat Marwick LLP, independent certified public accountants, and
upon the authority of said firm as experts in accounting and auditing. The
report of KPMG Peat Marwick LLP covering the December 31, 1993, consolidated
financial statements refers to a change in the method of accounting for income
taxes.
13
<PAGE> 16
================================================
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATION IN
CONNECTION WITH THE OFFERING BEING MADE HEREBY
NOT CONTAINED IN THIS PROSPECTUS, AND, IF GIVEN
OR MADE, SUCH INFORMATION OR REPRESENTATION
MUST NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED. THIS PROSPECTUS DOES NOT
CONSTITUTE AN OFFER TO SELL OR SOLICITATION OF
AN OFFER TO BUY ANY OF THE SECURITIES OFFERED
HEREBY IN ANY JURISDICTION IN WHICH IT IS
UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION IN
SUCH JURISDICTION. NEITHER THE DELIVERY OF
THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER
SHALL UNDER ANY CIRCUMSTANCES CREATE AN
IMPLICATION THAT INFORMATION CONTAINED HEREIN
IS CORRECT AS OF ANY TIME SUBSEQUENT TO THE
DATE HEREOF.
---------------
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Available Information . . . . . . . . . . . 2
Incorporation of Certain Documents by
Reference . . . . . . . . . . . . . . . . 2
The Company . . . . . . . . . . . . . . . . 4
Risk Factors . . . . . . . . . . . . . . . 5
Use of Proceeds . . . . . . . . . . . . . . 10
Determination of Offering Price . . . . . . 10
Selling Stockholders . . . . . . . . . . . 10
Plan of Distribution . . . . . . . . . . . 11
Description of Securities . . . . . . . . . 12
Legal Matters . . . . . . . . . . . . . . . 13
Experts . . . . . . . . . . . . . . . . . . 13
</TABLE>
=================================================
=================================================
CORAM HEALTHCARE
CORPORATION
2,556,166 SHARES
OF COMMON STOCK
---------------
PROSPECTUS
---------------
, 1995
=================================================
<PAGE> 17
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following table sets forth the expenses payable by the Registrant
in connection with the sale of the securities being registered hereby. All of
the amounts shown are estimates, except for the SEC registration fee.
<TABLE>
<CAPTION>
ITEM AMOUNT
---- ------
<S> <C>
SEC Registration Fee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $19,397
Blue Sky fees and expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5,000
Printing and engraving expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,500
Legal fees and expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20,000
Accounting fees and expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10,000
Miscellaneous fees and expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14,103
------
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $70,000
=======
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145 of the General Corporation Law of the State of Delaware
contains provisions permitting corporations organized thereunder to indemnify
directors, officers and other representatives from liabilities in connection
with any threatened, pending or completed action, suit or proceeding, whether
civil, criminal, administrative or investigative, by reason of the fact that
such person was or is a director, officer, employee or agent of the
corporation, against liabilities arising in any such action, suit or
proceeding, expenses incurred in connection therewith, and against certain
other liabilities. Article Eight of the Registrant's Certificate of
Incorporation provides that the personal liability of the directors of the
Registrant to the Registrant or its stockholders for monetary damages for a
breach of fiduciary duty as a director is eliminated to the maximum extent
permitted by Delaware law. Article Nine of the Registrant's By-laws provides
for indemnification of the Registrant's directors and officers in a variety of
circumstances, which may include liabilities under the Securities Act of 1933.
ITEM 16. EXHIBITS
(a) Exhibits:
4.1 -- See the Merger Agreement, the Certificate of
Incorporation of Registrant, as amended and the Bylaws of
Registrant (Incorporated by Reference to Exhibits 2.1,
3.1, and 3.2 of Registration No. 33-53957 on Form S-4).
5.1 -- Opinion of Brobeck, Phleger & Harrison.**
23.1 -- Consent of Ernst & Young LLP.*
23.2 -- Consent of KPMG Peat Marwick LLP (St. Petersburg).*
23.3 -- Consent of Deloitte & Touche LLP.*
23.4 -- Consent of KPMG Peat Marwick LLP (Orange County).*
23.5 -- Consent of Arthur Andersen LLP.*
23.6 -- Consent of Coopers & Lybrand LLP.*
23.7 -- Consent of Price Waterhouse LLP.*
II-1
<PAGE> 18
23.8 -- Consent of Brobeck, Phleger & Harrison (included in
Exhibit 5.1).**
24.1 -- Power of Attorney (reference is made to page II-4 of this
Registration Statement).
- -------
* Filed herewith.
** To be filed by amendment.
ITEM 17. UNDERTAKINGS
The 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 of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the Registration Statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the Registration Statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the Registration
Statement or any material change to such information in the
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.
The undersigned Registrant hereby 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 15(d) of the Securities
Exchange Act of 1934 (and where applicable such filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act
of 1934) 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 not be deemed
to be the initial bona fide offering thereof.
The undersigned Registrant hereby undertakes to deliver or cause to be
delivered with the Prospectus, to each person to whom the Prospectus is sent or
given, the latest annual report to security holders that is incorporated by
reference in the Prospectus and furnished pursuant to and meeting the
requirements of Rule 14a-3 or Rule 14c-3 under the Securities Exchange Act of
1934; and, where interim financial information required to be provided by
Article 3 of Regulation S-X is not set forth in the Prospectus, to deliver, or
cause to be delivered to each person to whom the Prospectus is sent or given,
the latest quarterly report that is specifically incorporated by reference in
the Prospectus to provide such interim financial information.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to provisions described in this Registration
Statement or otherwise, the Registrant has been advised that in the opinion of
the Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act 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, the
Registrant
II-2
<PAGE> 19
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 of whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication of such
issue.
II-3
<PAGE> 20
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Denver,
State of Colorado, on the 11th day of July, 1995.
CORAM HEALTHCARE CORPORATION
By: /s/ JAMES M. SWEENEY
-------------------------------
James M. Sweeney
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed by the following persons
in the capacities and on the dates indicated, each of whom also constitutes and
appoints James M. Sweeney, Patrick J. Fortune and Sam R. Leno, acting singly or
together, his true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution for him in any and all capacities, to sign any
and all amendments and post-effective amendments to this Registration
Statement, and to file the same, with exhibits thereto and any other documents
in connection therewith with the Securities and Exchange Commission, granting
unto each attorney-in-fact and agent full power and authority to do and perform
each and every act and thing requisite and necessary in connection with such
matters, and hereby ratifying and confirming all that each attorney-in-fact and
agent or his substitute or substitutes may lawfully do or cause to be done by
virtue hereof.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ JAMES M. SWEENEY Chairman and Chief Executive Officer July 11, 1995
- ---------------------------------------- (Principal Executive Officer)
James M. Sweeney
/s/ PATRICK J. FORTUNE President, Chief Operating Officer and July 11, 1995
- ---------------------------------------- Director
Patrick J. Fortune
/s/ SAM R. LENO Vice President, Secretary and Chief July 11, 1995
- ---------------------------------------- Financial Officer (Principal Financial
Sam R. Leno Officer and Principal Accounting
Officer)
/s/ TOMMY H. CARTER Vice Chairman of the Board of Directors July 11, 1995
- ----------------------------------------
Tommy H. Carter
/s/ RICHARD A. FINK Director July 11, 1995
- ----------------------------------------
Richard A. Fink
/s/ STEPHEN G. PAGLIUCA Director July 11, 1995
- ----------------------------------------
Stephen G. Pagliuca
/s/ L. PETER SMITH Director July 11, 1995
- ----------------------------------------
L. Peter Smith
/s/ DR. GAIL R. WILENSKY Director July 11, 1995
- ---------------------------------------
Dr. Gail R. Wilensky
</TABLE>
II-4
<PAGE> 21
EXHIBIT INDEX
<TABLE>
<CAPTION>
SEQUENTIALLY
EXHIBIT NUMBERED
NO. DESCRIPTION PAGES
--- ----------- -----
<S> <C> <C>
4.1 -- See the Merger Agreement, the Certificate of Incorporation of Registrant, as amended and the Bylaws
of Registrant (Incorporated by Reference to Exhibits 2.1, 3.1, and 3.2 of Registration No. 33-53957
on Form S-4).
5.1 -- Opinion of Brobeck, Phleger & Harrison.**
23.1 -- Consent of Ernst & Young LLP.*
23.2 -- Consent of KPMG Peat Marwick LLP (St. Petersburg).*
23.3 -- Consent of Deloitte & Touche LLP.*
23.4 -- Consent of KPMG Peat Marwick LLP (Orange County).*
23.5 -- Consent of Arthur Andersen LLP.*
23.6 -- Consent of Coopers & Lybrand LLP.*
23.7 -- Consent of Price Waterhouse LLP.*
23.8 -- Consent of Brobeck, Phleger & Harrison (included in Exhibit 5.1).**
24.1 -- Power of Attorney (reference is made to page II-4 of this Registration Statement).
</TABLE>
_______________
* Filed herewith.
** To be filed by amendment.
<PAGE> 1
EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Form S-3) and related Prospectus of Coram Healthcare
Corporation for the registration of 3,463,825 shares of its common stock and to
the incorporation by reference therein of our report dated February 17, 1995,
with respect to the consolidated financial statements and schedule of Coram
Healthcare Corporation included in its Annual Report (Form 10-K), as amended,
for the year ended December 31, 1994, filed with the Securities and Exchange
Commission.
/s/ ERNST & YOUNG LLP
ERNST & YOUNG LLP
Orange County, California
July 7, 1995
<PAGE> 1
EXHIBIT 23.2
CONSENT OF KPMG PEAT MARWICK LLP INDEPENDENT AUDITORS
The Board of Directors
Lincare Holdings Inc.:
We consent to the use of our reports incorporated herein by reference and to
the reference to our firm under the heading "Experts" in the prospectus.
Our report refers to a change in the method of accounting for income taxes.
/s/ KPMG PEAT MARWICK LLP
KPMG PEAT MARWICK LLP
St. Petersburg, Florida
July 10, 1995
<PAGE> 1
EXHIBIT 23.3
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
Coram Healthcare Corporation on Form S-3 of our report dated November 17, 1993
(December 23, 1993 as to Note 17) (which expresses an unqualified opinion and
includes an explanatory paragraph relating to material uncertainties concerning
certain pending claims against T2 Medical, Inc.) relating to the financial
statements of T2 Medical, Inc. not presented separately herein.
We also consent to the reference to us under the heading "Experts" in such
Prospectus.
/s/ DELOITTE & TOUCHE LLP
DELOITTE & TOUCHE LLP
Atlanta, Georgia
July 7, 1995
<PAGE> 1
EXHIBIT 23.4
INDEPENDENT AUDITORS' CONSENT
The Board of Directors
Curaflex Health Services, Inc.:
We consent to the use of our report dated February 28, 1994, relating to the
consolidated balance sheet of Curaflex Health Services, Inc. and subsidiaries
as of December 31, 1993, and the related consolidated statements of operations,
common stockholders' equity (deficit) and cash flows for each of the years in
the two-year period ended December 31, 1993, incorporated herein by reference
and to the reference to our firm under the heading "Experts" in the prospectus.
Our report contains an explanatory paragraph that states the Company changed
its method of accounting for income taxes in 1993.
/s/ KPMG PEAT MARWICK LLP
KPMG Peat Marwick LLP
Orange County, California
July 5, 1995
<PAGE> 1
EXHIBIT 23.5
ARTHUR ANDERSEN LLP
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
As independent certified public accountants, we hereby consent to the
incorporation by reference of our report dated March 18, 1994 covering the
consolidated financial statements of HealthInfusion, Inc. and subsidiaries for
the years ended December 31, 1993 and 1992 and to all references to our Firm
included in this Form S-3 registration statement of Coram Healthcare
Corporation.
/s/ ARTHUR ANDERSEN LLP
ARTHUR ANDERSEN LLP
Miami, Florida,
July 7, 1995.
<PAGE> 1
Exhibit 23.6
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this registration statement on
Form S-3 of our report dated February 11, 1994, on our audits of the
consolidated financial statements of Medisys, Inc. and Subsidiaries as of
December 31, 1993 and for each of the years in the two-year period then ended
which report is included in Coram Healthcare Corporation's Annual Report on
Form 10-K for its fiscal year ended December 31, 1994 and in its Proxy
Statement filed with the Commission on May 15, 1995. We also consent to the
reference to our Firm under the caption "Experts."
/s/ Coopers & Lybrand L.L.P.
--------------------------------
Coopers & Lybrand L.L.P.
Minneapolis, Minnesota
July 10, 1995
<PAGE> 1
EXHIBIT 23.7
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Prospectus
constituting part of this Registration Statement on Form S-3 of our report
dated March 15, 1995, which appears on page F-34 of Coram Healthcare
Corporation's Registration Statement on Form S-4 (No. 33-59337) relating to the
combined financial statements of Caremark International Inc.'s Home Infusion
Business. We also consent to the reference to us under the heading "Experts" in
such Prospectus.
/s/ PRICE WATERHOUSE LLP
PRICE WATERHOUSE LLP
Chicago, Illinois
July 10, 1995
