<PAGE>
As filed with the Securities and Exchange Commission on August 29, 1996
File No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
COMMUNITY MEDICAL TRANSPORT, INC.
(Exact name of Registrant as specified in its charter)
Delaware 13-3507464
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
45 Morris Street
Yonkers, New York 10705
(914) 963-6666
(Address, including zip code, and telephone number, including
area code, of Registrant's principal executive offices)
DEAN L. SLOANE, President
45 Morris Street
Yonkers, New York 10705
(914) 963-6666
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copies to:
MICHAEL D. DiGIOVANNA, Esq.
PARKER DURYEE ROSOFF & HAFT
529 Fifth Avenue
New York, New York 10017
(212) 599-0500
Approximate date of proposed sale to the public: As soon as practicable
after the effective date of this Amendment to the 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 only in connection with
dividend or interest reinvestment plans, check the following box. /X/
<PAGE>
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 Proposed Maximum Proposed Maximum
of Securities to be Amount to be Offering Price Aggregate Amount of
Registered Registered Per Share* Offering Price* Registration Fee
------------ ----------- ------------ ---------------- ----------------
<S> <C> <C> <C> <C>
Common Stock,
$0.001 par value 1,006,469 shs. $6.50 $6,542,048 $2,256
</TABLE>
* Estimated solely for the purpose of calculating the registration fee pursuant
to Rule 457(c).
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>
PROSPECTUS
1,006,469 Shares
COMMUNITY MEDICAL TRANSPORT, INC.
Common Stock
This Prospectus relates to 1,006,469 shares of Common Stock, par value
$0.001 per share (the "Common Stock"), of Community Medical Transport, Inc. (the
"Company"), which shares are being offered for sale by the persons named herein
under the caption "Selling Stockholders" (the "Selling Stockholders"). Such
shares of Common Stock are comprised of 277,348 shares which are currently
issued and outstanding, 575,275 shares which may be issued subsequent hereto
upon exercise of certain outstanding warrants, options and their components, and
153,846 shares which may be issued subsequent hereto upon exercise of currently
outstanding convertible notes. The Company will not receive any of the proceeds
from the sale of shares by the Selling Stockholders. See "Recent Developments"
and "Selling Stockholders."
----------------------
These securities involve a high degree of risk. See "Risk Factors"
commencing on page 5.
-----------------------
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 Selling Stockholders, or their pledgees, donees, transferees or
other successors, may sell the Common Stock (i) to and through broker-dealers;
(ii) through agents or (iii) directly to one or more purchasers. The
distribution of the Common Stock may be effected from time to time in one or
more transactions (which may involve crosses or block transactions) (A) in the
over-the-counter market, or (B) in transactions otherwise than in the
over-the-counter market. Any of such transactions may be effected at market
prices prevailing at the time of sale, at prices related to such prevailing
market prices, at negotiated prices or at fixed prices. The Selling Stockholders
may effect such transactions by selling the Common Stock to or through
broker-dealers, and such broker-dealers may receive compensation in the form of
discounts, concessions or commissions from the Selling Stockholders and/or
commissions from purchasers of the Common Stock for whom they may act as agent
(which discounts, concessions or commissions will not exceed those customary in
the types of transactions involved). The Selling Stockholders may also pledge
their shares to banks, brokers or other financial institutions as security for
margin loans or other financial accommodations that may be extended to such
Selling Stockholders, and any such pledgee institution may similarly offer, sell
and effect transactions with the Company's shares as described above. The
Selling Stockholders and any broker-dealers or agents that participate in the
distribution of the Common Stock may be deemed to be underwriters, and any
profit on the sale of the Common Stock by them and any discounts, concessions or
commissions received by any such broker-dealers or agents might be deemed to be
underwriting discounts and commissions under the Securities Act of 1933, as
amended (the "Securities Act").
The Company has agreed to bear all expenses (other than selling
discounts, concessions and commissions) in connection with the registration and
sale of the Common Stock being offered by the Selling Stockholders. The Company
has agreed to indemnify the Selling Stockholders against certain liabilities,
including liabilities under the Securities Act.
The Common Stock being offered hereby by the Selling Stockholders has
not been registered for sale under the securities laws of any state or
jurisdiction as of the date of this Prospectus. Brokers or dealers effecting
transactions in the Common Stock should confirm the registration thereof under
the securities law of the state in which such transactions occur, or the
existence of any exemption from registration.
The Common Stock is listed for trading on The Nasdaq National Market.
On August 14, 1996, the last sales price of the Common Stock as reported by The
Nasdaq National Market was $6.50 per share.
The date of this Prospectus is _________, 1996.
<PAGE>
TABLE OF CONTENTS
Page
------
Available Information................................................... 2
Incorporation of Certain Documents by Reference......................... 3
The Company ............................................................ 4
Risk Factors............................................................ 5
Selling Stockholders.................................................... 8
Plan of Distribution.................................................... 9
Description of Securities............................................... 9
Legal Matters........................................................... 12
Experts................................................................. 12
No dealer, salesperson or other person has been authorized to give any
information or to make any representations not contained in this Prospectus or
incorporated by reference to this Prospectus, and, if given or made, such
information or representations 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, the securities offered hereby in any
jurisdiction to any person to whom it is unlawful to make such offer or
solicitation in such jurisdiction. The delivery of this Prospectus at any time
does not imply that the information contained herein is correct as of any time
subsequent to its date.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"). In accordance
therewith, the Company files reports and other information with the Securities
and Exchange Commission (the "Commission"). Reports, proxy statements and other
information filed by the Company can be inspected and copied at the public
reference facilities maintained by the Commission at Room 1024, 450 Fifth
Street, N.W., Washington, D.C. 20549 and at the Regional Offices of the
Commission at 7 World Trade Center, New York, New York 10048 and Northwestern
Atrium Center, 500 West Madison Street, Chicago, Illinois 60621. Copies of such
material may be obtained from the Public Reference Section of the Commission at
prescribed rates by writing to the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549.
The Company has filed with the Commission a Registration Statement on
Form S-3 under the Securities Act with respect to the Common Stock offered
hereby. This Prospectus does not contain all the information set forth in the
Registration Statement, certain parts of which are omitted in accordance with
the rules and regulations of the Commission. For further information, reference
is made to the Registration Statement, copies of which can be obtained from the
Public Reference Section of the Commission at Room 1024, 450 Fifth Street, N.W.,
Washington, D.C. 20549, upon payment of the fees prescribed by the Commission.
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<PAGE>
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
Incorporated herein by reference are the following documents filed by
the Company with the Commission (File No. 0-24640) under the Exchange Act:
(a) The Company's Annual Report on Form 10-KSB for its fiscal year ended
December 31, 1995;
(b) The Company's Quarterly Reports on Form 10-QSB for its fiscal quarters
ended March 31, 1996 and June 30, 1996; and
(c) The Company's Registration Statement on Form 8-A for a description of
the Common Stock.
All documents filed by the Company with the Commission pursuant to
Sections 13, and 14 and 15(d) of the Exchange Act subsequent hereto, but prior
to the termination of this offering, shall be deemed to be incorporated herein
by reference and to be a part hereof from their respective dates of filing. 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 which also is or
is deemed to be incorporated by reference herein modifies or supersedes such
statement. Any statement so modified or superseded shall not be deemed, except
as so modified or superseded, to constitute a part of this Prospectus.
The Company will provide without charge to each person to whom a copy
of this Prospectus is delivered, upon the written and oral request of any such
person, a copy of any or all of the documents referred to above which have been
incorporated into this Prospectus by reference (other than the exhibits to such
documents). Requests for such copies should be directed to Dean L. Sloane,
President, 45 Morris Street, Yonkers, New York 10705; telephone number (914)
963-6666.
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<PAGE>
THE COMPANY
General
Community Medical Transport, Inc. (the "Company"), through its
subsidiaries, presently Community Ambulette Service Inc. ("Community
Ambulette"), First Help Ambulance and Ambulette Service Inc. ("First Help"),
Empire Ambulance and Ambulette, Inc. ("Empire") and Century Ambulance and
Ambulette, Inc. ("Century") provide medical transportation and other specialized
services (the "Services") in the New York metropolitan area and the lower Hudson
Valley region of New York State. The Services include specialized transportation
for the handicapped, disabled, mentally retarded, elderly and chronically ill to
and from day treatment centers, day care programs, hospitals, nursing homes,
dialysis centers, and other health care facilities. This service is provided in
ambulettes -- specialized vans that contain ramps and other equipment designed
to secure and safely transport wheelchair bound passengers. The Services also
include emergency and non-emergency ambulance transportation services, including
limited "911" emergency service, for patients who require basic medical care or
supervision during transport to and from hospitals, nursing homes and other
health care facilities.
The Company was incorporated in Delaware in November 1988 under the
name Med Management, Inc., and thereafter changed its name first to Regent
Management Group, Inc. in 1989 and then to Community Medical Transport, Inc. in
1994. Simultaneously with the closing of its initial public offering in October
1994 (the "IPO"), the Company became the sole shareholder of Community Ambulette
and First Help.
The Company completed the IPO to implement a strategy which would
enable it to expand its business in the New York metropolitan area and other
geographic areas. This strategy includes plans to acquire additional ambulette
and ambulance service providers, and to integrate such acquired operations into
the Company's existing operations. Management believes that such acquisitions
will enable it to achieve economies of scale, improve its gross margins and
become a significant service provider.
As overall demand for ambulance and ambulette services is increasing,
contracting parties and regulatory authorities are imposing more stringent
requirements in terms of quality of care and cost of service. Ambulance and
ambulette service providers are facing increasing demand to deploy vehicles more
efficiently, employ more highly trained personnel and otherwise operate more
cost-efficiently. These requirements and their associated costs are producing
consolidation opportunities as smaller service providers seek to combine with
larger providers to gain access to greater financial, technological and
managerial resources to improve dispatch systems, fleet maintenance, training of
personnel, accounts receivable recovery and marketing capability. In addition,
there are significant barriers to entry into this industry, particularly with
respect to ambulance services. As a result, the Company believes that
well-established transportation providers with a strong customer base, a
reputation for high quality of service, and profitable operations will have
considerable opportunity to expand their operations through acquisitions and
consolidation of smaller local providers.
The principal executive offices of the Company are located at 45 Morris
Street, Yonkers, New York 10705 and its telephone number is (914) 963-6666.
Unless the context otherwise requires, references to the "Company"
contained in this Prospectus include Community Ambulette, First Help and their
respective predecessors and other subsidiaries of the Company.
Recent Developments
On May 31, 1996, the Company consummated a private sale of an aggregate
of 277,348 shares of Common Stock (the "Private Offering") at a price of $6.40
per share, or an aggregate of approximately $1,775,000. Auerbach, Pollak &
Richardson, Inc. acted as placement agent in connection with the Private
Offering and received a commission of approximately $160,000, a non-accountable
expense allowance of approximately $35,000, warrants to purchase up to 138,674
shares of Common Stock at $10.00 per share (the "Placement Warrants") and Unit
Purchase Options to purchase up to 27,734 Units at $7.68 per Unit (the "Unit
Purchase Options"), each Unit consisting of one share of Common Stock and
one-half of a warrant, each full warrant entitling the holder to purchase one
share of Common Stock at $10.00 per share. See "Selling Stockholders."
On June 12, 1996, a wholly-owned subsidiary of the Company ("Empire")
acquired from A-1 Ambulance Service, Inc. ("A-1 Ambulance") ambulances and
certain additional assets, equipment (ambulettes), contracts and a license
issued by the Department of Health of the State of New York to provide ambulance
services in Westchester, Putnam and Dutchess counties (the "Service Area").
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<PAGE>
The acquisition was made pursuant to an Asset Purchase Agreement dated December
29, 1995, and as amended on June 12, 1996, between the Company, A-1 Ambulance
and the shareholders of A-1 Ambulance. In connection with the transaction the
Company paid $425,000 in cash and has delivered its note for $325,000 payable in
installments. A-1 operated ambulance services in the Service Area now provided
by the Company's subsidiary, utilizing the acquired assets.
On August 15, 1996, a wholly-owned subsidiary of the Company
("Century") consummated the purchase of ambulances and certain other assets
including equipment and licenses of the New York State Department of Health to
operate an ambulance service from Hudvalco, Inc. ("Hudvalco") and Harvey H.
McGeorge, Inc. ("HHM"). Hudvalco operated an ambulance business under the name
Hudson Valley Ambulance service in the lower Hudson Valley of New York State.
This business included "911" emergency service in two townships in Rockland
County, NewYork. The acquisition was made pursuant to a purchase agreement
entered into as of February 28, 1996 and as amended as of August 12, 1996 among
the Company, Hudvalco, HHM and Alan McGeorge. In conjunction with the
acquisition, the Company's subsidiary also (i) acquired related corporate
entities providing services to Hudson Valley Ambulance and (ii) agreed to
acquire shares of a corporation owned by Alan McGeorge operating an ambulance
service in the Catskill area of the Hudson Valley, subject only to regulatory
approval. The total consideration payable by the Company was $7,000,000, subject
to certain adjustments, of which $3,000,000 was paid in cash, approximately
$940,000 consisted of the assumption of debt and $3,060,000 consisted of a
ninety day promissory note. Up to $1,000,000 of the principal amount of the
promissory note is convertible into shares of Common Stock at $6.50 per share.
See "Selling Stockholders."
In July and August of 1996 the Company sold 3,437.5 shares of Series A
Convertible Preferred Stock and 5,000 shares of Series B Convertible Preferred
Shares to foreign investors pursuant to Regulation S under the Securities Act.
Both series have a liquidation preference of $1,000 and cumulative dividends of
four percent (4%) of the liquidation value. The preferred shares are convertible
into shares of Common Stock at the lower of market value or seven dollars
($7.00) per share, and automatically converts on July 31, 1998. The Company
received gross proceeds of approximately $6,700,000. A consultant received 12%
of the gross proceeds for its services and its designees received warrants
exercisable from October 1, 1996 through September 30, 2001 to purchase 135,000
shares of Common Stock at $5.00 per share. See "Selling Stockholders."
RISK FACTORS
An investment in the securities offered hereby involves a high degree
of risk. Prospective investors should consider carefully the following risks and
speculative factors, among other things, in making a decision concerning the
purchase of securities offered hereby:
Dependence Upon Third Party Reimbursement. A substantial majority of
the Company's revenues are attributable to payments received from third-party
payors, particularly Medicare and Medicaid, and, to a lesser extent, private
insurers. The revenues, cash flows and profitability of the Company, like those
of other companies in the health care industry, are affected by the continuing
efforts of third-party payors to control expenditures for health care. In
addition, reimbursement can be influenced by the financial instability of
private third-party payors and by budget pressures and cost shifting by
governmental payors. A reduction in coverage or reimbursement rates by
third-party payors could have a material adverse effect on the Company's results
of operations. Various measures are being considered by federal, state and local
governments which could result in a reduction in coverage or reimbursement
amounts.
Reliance on Key Customers. During the fiscal years ended December 31,
1995 and six months ended June 30, 1996, the Company derived approximately 28%,
and 18%, respectively, of its revenues from services provided on behalf of Beth
Abraham Hospital and its affiliates, including revenues pursuant to contracts
with Beth Abraham Hospital and its affiliates and amounts reimbursed by third
parties. Two other customers, the Westchester Developmental Disabilities
Services Organization and the Bronx Developmental Disabilities Services
Organization accounted for approximately 13% and 10%, respectively, of the
Company's total revenues during the fiscal year ended December 31, 1995 and
aproximately 8% and 6%, respectively, of the Company's total revenues for the
six months ended June 30, 1996. The Company has two four-year contracts expiring
December 31, 1997 with Beth Abraham Hospital which give the Company the
exclusive right to provide medical transportation services for patients of the
Adult Day Center and the Long Term Care Program of Beth Abraham Hospital. The
Company is highly dependent on these contracts. The Company does not have
long-term or exclusive contracts with any of its other customers, including the
Westchester DDSO and the Bronx DDSO. The loss of or decrease in business from
any of its major customers, or the cancellation of, or failure to renew, either
of the contracts with Beth Abraham Hospital could have a material adverse effect
on the Company's business.
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<PAGE>
Growth Strategy - Acquisition of Ambulette and Ambulance Service
Providers; Possible Capital Requirements. The Company's growth strategy depends
in large measure on its ability to acquire and successfully operate additional
ambulette and ambulance service providers. There can be no assurance that
suitable additional acquisitions can be identified, consummated or successfully
operated or that the Company's goals will otherwise be achieved. In addition,
increased competition may increase purchase prices for acquisitions to levels
beyond the Company's financial capability. The Company requires cash to complete
several of its pending acquisitions. While the Company is negotiating to obtain
additional financing, there is no assurance such financing will be available.
Dilutive Effect of Issuances of Securities. The Company expects to use
securities and notes as the principal consideration for future acquisitions.
Issuance of such securities will dilute the interests of the then existing
stockholders of the Company.
Government Regulation. The Company's activities are subject to
extensive and rigorous governmental regulation at the federal, state and local
levels. Such regulation covers licensing, rates, employee certification,
environmental matters, vehicle and equipment review and other factors. Failure
to comply with applicable regulatory requirements can result in, among other
things, fines, operating restrictions or suspensions and loss of essential
licenses. If the Company fails to comply with governmental requirements
pertaining to Medicaid and Medicare reimbursements, the Company can be
terminated as a service provider compensated by Medicaid and Medicare. This
could jeopardize the ability of the Company to maintain reimbursement from other
programs. There can be no assurance that federal, state or local laws or
regulations will not be adopted which could increase the Company's cost of doing
business, reduce reimbursement levels or otherwise have a material adverse
effect on the Company's business, financial condition or operating results.
There is also an inherent risk in the acquisition of any provider that, despite
a comprehensive due diligence investigation by the Company, past noncompliance
by the acquired provider may not be discovered until after the acquisition is
completed, and remediation by the Company of such noncompliance may be
necessary. Additionally, all of the Company's operations as well as its records
are subject to review and inspection by various governmental agencies from time
to time.
Competition. The medical transportation industry is highly competitive.
Principal participants include government entities, large regional ambulance
service providers, hospitals and numerous local providers. The Company currently
encounters its most significant competition in providing ambulette services from
small providers operating in the New York metropolitan area. In addition to
present competition, other companies that do not currently operate ambulance or
ambulette services may enter the ambulance/ambulette service business. There can
be no assurance that health care facilities that presently contract for
ambulance or ambulette services will not choose to provide ambulance or
ambulette services directly in the future. Furthermore, the Company believes
that it may encounter significant competition for acquisitions of other medical
transportation service providers from competitors with greater capital and other
resources than the Company which are actively seeking to acquire service
providers.
Limited Provision of Services. The Company believes that between fifty
and sixty percent of ambulance service providers provide "911" emergency
services on a contractual basis as well as advanced life support services in
addition to the services provided by the Company. In December 1995 First Help
was granted approval to provide advanced life support services, and has provided
this service since such date. Prior to a recent acquisition, the Company did not
provide "911" emergency services because such services are provided by municipal
authorities in the geographic areas in which the Company operates. None of the
services currently provided by the Company are provided by municipal authorities
in the geographic areas in which the Company operates. Because the Company only
currently provides "911" emergency services on a limited basis, it does not
consider providers of such services or such municipal authorities its
competitors. There is a growing demand in an increasing number of communities,
however, for "911" emergency as well as advanced life support services from
privately owned service providers. The failure of the Company to provide
additional "911" emergency services could adversely affect its business in that
the Company (i) is not exploiting a potential area of business in its industry,
and (ii) may not be able to provide all ambulance services required by its
customers, and therefore, may not be as valuable a vendor to such customers as
another competitor of the Company.
Liability Claims in Excess of Insurance Coverage. The Company is
subject to automobile and other liability claims relating to the services
performed by it in the ordinary course of its business. The Company maintains
liability insurance policies providing insurance coverage which it believes to
be adequate. However, there can be no assurance that claims in excess of the
Company's insurance coverage or claims not covered by insurance, such as claims
for punitive damages, will not arise. In addition, the Company's insurance
policies generally must be renewed on an annual basis. Although the Company has
not experienced difficulty in obtaining insurance coverage at acceptable rates,
there can be no assurance that it will continue to be able to do so in the
future.
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<PAGE>
Uncertainty Regarding Health Care Reform Proposals. Political, economic
and regulatory influences are subjecting the health care industry in the United
States to fundamental change. In 1994 the Clinton Administration, as well as
certain United States Congressmen, made various legislation proposals to affect
major reforms of the United States health care system, including increasing
access to health care for all citizens. While consideration of these legislation
proposals have been postponed, the Clinton Administration has expressed its
interest in possibly pursuing health care reforms. Moreover, the Company
anticipates that Congress and state and local legislatures will continue to
review and assess alternative health care delivery systems and cost-control
measures, and public debate of these issues will likely continue in the future.
The Company cannot predict the effect any measures, if adopted in the future,
will have on the Company's business.
Reliance on Key Personnel. The Company is dependent on its senior
management, particularly Dean L. Sloane, President, and Craig V. Sloane, Vice
President-Operations. The Company has key man insurance on the life of Dean L.
Sloane in the amount of $1,000,000, with proceeds payable to the Company. The
Company has entered into employment agreements with Dean L. Sloane and Craig V.
Sloane which expire in October 1997. The loss of Dean L. Sloane or Craig V.
Sloane or other key personnel, or the failure to recruit and retain necessary
additional personnel, could have an adverse effect on the Company and its
operations. In addition, execution of the Company's acquisition program will
increase the demands on the Company's management and could create a need for new
personnel or the development of additional expertise by existing personnel. The
failure of the Company to attract and retain personnel with the requisite
expertise or to develop such expertise internally could adversely affect the
prospects for the Company's success. Finally, ties between local management of
an acquired ambulance/ambulette service provider and the community which it
serves are often important in continuing community relations following an
acquisition. To the extent that the Company is unable to retain the management
of an acquired provider, the Company's business relations with the relevant
community could be adversely affected.
Control by Directors and Officers. The Company's directors and
executive officers and their affiliates beneficially own approximately 45% of
the shares of Common Stock. As a result, these stockholders are able to
determine the outcome of certain corporate actions requiring stockholder
approval, and will be able to elect the Board of Directors of the Company. Such
concentration of ownership may have the effect of preventing a change in control
of the Company.
Possible Volatility of Stock Price. There has been volatility in the
market price of securities of health care companies. Future announcements
concerning the Company or its competitors, including variations in financial
results, changes in general market conditions, governmental regulations,
reimbursement changes, or other developments may have a significant impact on
the market price of the Company's securities and could cause the market price of
the Company's securities to fluctuate significantly. In addition, broad market
fluctuations and general economic or political conditions may adversely affect
the market price of the Company's securities, regardless of the Company's actual
performance.
Dividend Policies. The Company plans to retain future earnings for use
in its business and, accordingly, the Company does not anticipate paying
dividends in the foreseeable future. Payment of dividends is within the
discretion of the Company's Board of Directors and will depend, among other
factors, upon the Company's earnings, financial condition and capital
requirements.
Shares Eligible for Future Sale. As of the date of the Prospectus,
there were approximately 1,800,000 "restricted" shares of Common Stock, within
the meaning of Rule 144 under the Securities Act. Pursuant to Rule 144, such
"restricted shares" are currently eligible for sale in the public market without
registration, subject to certain volume and other limitations. Options to
purchase 198,000 shares have been granted under the Company's stock option plans
and options to purchase additional shares may be granted thereunder in the
future.
Potential Adverse Effect of Future Issuances of Authorized Preferred
Stock. The Company's Certificate of Incorporation authorizes the issuance of
serial preferred stock with such designations, rights and preferences as may be
determined from time to time by the Board of Directors. Accordingly, the Board
of Directors is empowered, without stockholder approval, to issue preferred
stock, with such rates of dividends, redemption provisions, liquidation
preferences, voting rights, conversion privileges and other characteristics as
the Board of Directors may deem necessary. Such preferred stock, if issued,
could adversely affect the holders of the Common Stock. In addition, the
preferred stock could discourage, delay or prevent a takeover of the Company.
Series A and Series B preferred stock is currently issued and outstanding and
convertible into shares of the Company's Common Stock.
Anti-Takeover Provisions. The Company's Restated Certificate of
Incorporation and By-laws contain certain provisions which may have the effect
of delaying or preventing a change in control of the Company. Such provisions
include limitations on
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<PAGE>
stockholder action (including limitations on the ability to remove Board
members). Additionally the employment agreement between the Company and Dean L.
Sloane provides for certain payments to be made to Mr. Sloane in the event of a
"change in control" of the Company, as defined in such agreement. This may also
have the effect of discouraging or preventing a change in control of the
Company.
Dilutive Effect of Warrants and Options. The Company has outstanding
Unit Purchase Options, Placement Warrants, IPO warrants, other warrants and
convertible notes that are described herein. The resale of the Common Stock
underlying such securities is covered by the registration statement of which the
prospectus is a part. As of the date of this Prospectus, there were also
outstanding options under the Company's 1992 Employee Stock Option Plan to
purchase an aggregate of 194,000, shares of Common Stock at exercise prices
ranging from $.89 to $8.00 per share, respectively, and options under the 1994
Directors' Stock Option Plan to purchase an aggregate of 2,000 and 2,000 shares
of Common Stock at exercise prices of $4.38 and $7.44 per share, respectively.
The Company is authorized to grant options to purchase an additional 556,000
shares pursuant to its amended 1992 Employee Stock Option Plan. If the options,
warrants and notes are exercised, the percentage of Common Stock then held by
the existing stockholders will be reduced. These options, warrants and notes can
be expected to be exercised at a time when the Company would be able to obtain
funds from the sale of Common Stock or other securities at a price higher than
the exercise price thereof.
SELLING STOCKHOLDERS
The following table sets forth certain information with respect to the
Selling Stockholders. The shares set forth therein are being included in the
Registration Statement of which this Prospectus forms a part pursuant to
registration commitments afforded to the Selling Stockholders by contractual
obligations. The Company will receive no proceeds from the sale of the shares by
the Selling Stockholders. The Company will receive proceeds of up to $3,893,407
upon the exercise (of which there can be no assurance) of the Unit Purchase
Options, the warrants and the components thereof described herein. Such proceeds
would be used for working capital.
<TABLE>
<CAPTION>
Beneficial Ownership Beneficial Ownership
of Shares of Common Number of Shares of Shares of Common
Name of Selling Stock at of Common Stock Stock After the Percentage of Common
Stockholder August 15, 1996 Offered for Sale Offering Stock After the Offering
-------------------- -------------------------- -------------------- --------------------------------------------------
<S> <C> <C> <C> <C>
Eileen Woodley 85,938 85,938 0 0
Fred Adams 7,813 7,813 0 0
Allen and Anne Moore
Trust 7,813 7,813 0 0
Kerry Gordon 46,875 46,875 0 0
David Schechter 62,500 62,500 0 0
George Skakel 15,625 15,625 0 0
Thomas J. Ellich 7,813 7,813 0 0
James Rhode 7,813 7,813 0 0
Thomas Secrest 3,906 3,906 0 0
Albert E. Fey 7,813 7,813 0 0
Allan Wilensky 7,813 7,813 0 0
Jerome Niedfelt 7,813 7,813 0 0
Richard J. Durrell 7,813 7,813 0 0
</TABLE>
- 8 -
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
Auerbach, Pollak &
Richardson, Inc. (1) 180,275(2) 180,275(2) 0 0
A.J. Myers & Co., Inc. 200,000(3) 200,000 0 0
Robert Goldstein 60,000(4) 60,000 0 0
Alan McGeorge 153,846(5) 153,846 0 0
Third World Investors 135,000(6) 135,000 0 0
----------- --------- ----------- ------
TOTAL 1,006,469 1,006,469 0 0
========= ========= === ==
</TABLE>
(1) Placement Agent of the Company's Private Offering.
(2) Consists of 138,674 shares which may be issued subsequent hereto upon
exercise of the Placement Warrants and 41,601 shares which may be issued
subsequent hereto upon exercise of the Unit Purchase Options and the
components thereof.
(3) Consists of 200,000 shares which may be issued subsequent hereto upon
exercise of the IPO Underwriter's Warrants and the components thereof.
(4) Consists of 60,000 shares which may be issued subsequent hereto upon
exercise of warrants originally issued to the Company's public relations
firm in 1994 and assigned to Mr. Goldstein.
(5) Consists of 153,846 shares which may be issued subsequent hereto upon
conversion of $1,000,000 principal amount of the $3,000,000 90-day
promissory note issued to Alan McGeorge in connection with an acquisition.
(6) Consists of 135,000 shares which may be issued subsequent hereto upon
exercise of warrants issued to a designee of a consultant in conjunction
with the Company's recent foreign offering.
PLAN OF DISTRIBUTION
The Selling Stockholders, or their pledgees, donees, transferees or
other successors, may sell the Common Stock (i) to and through broker-dealers;
(ii) through agents or (iii) directly to one or more purchasers. The
distribution of the Common Stock may be effected from time to time in one or
more transactions (which may involve crosses or block transactions) (A) in the
over-the-counter market, or (B) in transactions otherwise than in the
over-the-counter market. Any of such transactions may be effected at market
prices prevailing at the time of sale, at prices related to such prevailing
market prices, at negotiated prices or at fixed prices. The Selling Stockholders
may effect such transactions by selling the Common Stock to or through
broker-dealers, and such broker-dealers may receive compensation in the form of
discounts, concessions or commissions from the Selling Stockholders and/or
commissions from purchasers of the Common Stock for whom they may act as agent
(which discounts, concessions or commissions will not exceed those customary in
the types of transactions involved). The Selling Stockholders may also pledge
their shares to banks, brokers or other financial institutions as security for
margin loans or other financial accommodations that may be extended to such
Selling Stockholders, and any such pledgee institution may similarly offer, sell
and effect transactions with the Company's shares as described above. The
Selling Stockholders and any broker-dealers or agents that participate in the
distribution of the Common Stock may be deemed to be underwriters, and any
profit on the sale of the Common Stock by them and any discounts, concessions or
commissions received by any such broker-dealers or agents might be deemed to be
underwriting discounts and commissions under the Securities Act.
DESCRIPTION OF SECURITIES
Authorized Capital Stock
The Certificate of Incorporation of the Company authorizes the Company
to issue up to 5,000,000 shares of preferred stock, par value $.001 per share
(the "Preferred Stock"); 20,000,000 shares of Common Stock, par value $.001 per
share; and 10,000,000 shares of Class A Nonvoting Common Stock, par value $.001
per share.
- 9 -
<PAGE>
Common Stock
As of July 31, 1996 there were 3,390,299 shares of Common Stock
outstanding. The holders of Common Stock are entitled to one vote for each share
held of record on all matters submitted to a vote of the stockholders. Subject
to preferential rights with respect to any outstanding Preferred Stock, holders
of Common Stock are entitled to receive ratably such dividends as may be
declared by the Board of Directors out of funds legally available therefor. In
the event of a liquidation, dissolution or winding up of the Company, holders of
Common Stock are entitled to share ratably in all assets remaining after payment
of liabilities and satisfaction of preferential rights and have no rights to
convert their Common Stock into any other securities. All shares of Common Stock
have equal, non-cumulative voting rights, and have no preference, exchange,
preemptive or redemption rights. The outstanding shares of Common Stock are, and
the Common Stock to be outstanding upon completion of the offering will be,
fully paid and nonassessable.
IPO Warrants
As of July 31, 1996, there were 1,026,115 IPO Warrants outstanding.
Each IPO Warrant entitles the registered holder thereof (the "Warrantholder") to
purchase one share of Common Stock at a price of $6.00, subject to adjustment in
certain circumstances, for a period of five years commencing on September 30,
1994.
The IPO Warrants are redeemable by the Company at a price of $.10 per
IPO Warrant, provided that the average closing bid quotation of the Common Stock
on the twenty (20) trading days ending no later than the fifteenth day prior to
the giving of the notice of redemption, has been at least $8.00 per share. The
Warrantholders shall have the right to exercise their IPO Warrants until the
close of business on the date fixed for redemption. The IPO Warrants were issued
in registered form under an IPO Warrant agreement by and between the Company and
Continental Stock Transfer & Trust Co. as warrant agent. Reference is made to
said IPO Warrant agreement (which has been filed as an exhibit to the
registration statement of which this Prospectus is a part) for a complete
description of the terms and conditions therein (the description herein
contained being qualified in its entirety by reference thereto).
The exercise price and number of shares of Common Stock issuable on
exercise of the IPO Warrants are subject to adjustment upon specified events,
including certain issuances of Common Stock below the exercise price, stock
dividends, recapitalizations, reorganizations, mergers or consolidations of the
Company.
The IPO Warrants may be exercised upon surrender of the IPO Warrant
certificate on or prior to the expiration date at the offices of the warrant
agent, with the exercise form on the reverse side of the IPO Warrant certificate
completed and executed as indicated, accompanied by full payment of the exercise
price (by certified check payable to the Company) to the warrant agent for the
number of IPO Warrants being exercised. The Warrantholders do not have the
rights or privileges of holders of Common Stock.
No IPO Warrants will be exercisable unless at the time of exercise of
this Prospectus covering shares of Common Stock issuable upon exercise of such
IPO Warrants is current, or such shares are deemed to be exempt under the
securities laws of the state of residence of the holder of such IPO Warrants.
The Company will use its best efforts to maintain a current prospectus relating
thereto until the expiration of the IPO Warrants, subject to the terms of the
IPO Warrant Agreement which provides that so long as any unexpired IPO Warrants
remain outstanding, the Company will file such post-effective amendments or
other registration statements as may be necessary. While it is the Company's
intention to do so, there can be no assurance that it will be able to do so.
No fractional shares will be issued upon exercise of the IPO Warrants.
However, if a Warrantholder exercises all IPO Warrants then owned of record by
him, the Company will pay to such Warrantholder, in lieu of the issuance of any
fractional share which is otherwise issuable, an amount in cash based on the
market value of the Common Stock on the last trading day prior to the exercise
date.
The Company has agreed not to solicit exercises of the IPO Warrants
other than through the IPO Underwriters, provided, however, that the Company may
solicit exercises on its own behalf without the assistance of any broker-dealer.
Commencing on September 30, 1995, upon any exercise of the IPO Warrants, the
Company will pay the IPO Underwriters a fee of 4% of the aggregate exercise
price for exercises solicited by its representatives if (i) the market price of
the Common Stock on the date of exercise is greater than the exercise price,
(ii) the exercise was solicited by a member of the National Association of
Securities Dealers, Inc. as designated in writing on the warrant certificate
subscription form, (iii) the IPO Warrant is not held in a discretionary account,
(iv) disclosure of
- 10 -
<PAGE>
compensation arrangements was made both at the time of the Public Offering and
at the time of exercise of the IPO Warrants, and (v) the solicitation of
exercise of the IPO Warrants was not in violation of Rule 10b-6 promulgated
under the Securities Exchange Act of 1934, as amended.
Class A Nonvoting Common Stock
The holders of Class A Nonvoting Common Stock have the same rights as
the holders of Common Stock, except that the Class A Nonvoting Stock has no
voting power, unless and until the Class A Nonvoting Common Stock is transferred
in a public distribution pursuant to a registration statement or Rule 144 under
the Securities Act, in which case the holders of such Class A Non Voting Stock
shall be deemed to convert to Common Stock of the Company and shall have the
same voting rights as the holders of the Common Stock. No Class A Nonvoting
Common Stock is currently issued and outstanding.
Preferred Stock
The Board of Directors is authorized to issue the Preferred Stock in
one or more series and to fix the rights, preferences, privileges and
restrictions, including the dividend rights, conversion rights, voting rights,
rights and terms of redemption, redemption price or prices, liquidation
preferences and the number of shares constituting any series or the designations
of such series, without any further vote or action by the stockholders. The
issuance of Preferred Stock may have the effect of delaying, deferring or
preventing a change in control of the Company without further actions by the
stockholders. The issuance of Preferred Stock with voting and conversion rights
may adversely affect the voting power of the holders of Common Stock, including
the loss of voting control to others. See "Recent Development" for a description
of the Company's Series A and Series B Convertible Preferred Stock.
Additional Warrants and Convertible Stock
In connection with the IPO, the Company sold to the IPO Underwriters
and its designees for $100 the IPO Underwriters' Securities to purchase 100,000
Units, each Unit consisting of one share of Common Stock and one warrant, each
warrant entitling the holder to purchase one share of Common Stock at $6.00 per
share. The IPO Underwriters' Securities are exercisable for a four-year period
commencing on September 30, 1995. Each IPO Underwriters' Security entitles the
IPO Underwriters to purchase one Unit at an exercise price of $5.80 per Unit,
subject to adjustment. The IPO Underwriters' Securities may not be sold,
transferred, assigned or hypothecated except to officers of the IPO Underwriters
or members of the selling group or any officer or partner of any member of the
selling group.
See "Recent Developments" for a description of additional warrants and
convertible notes.
Delaware Law and Certain Charter Provisions
The Company is subject to Section 203 of the Delaware General
Corporation Law, which prohibits a Delaware corporation from engaging in a wide
range of specified transactions with any interested stockholder, defined to
include, among others, any person or entity who in the previous three years
obtained 15% or more of any class or series of stock entitled to vote in the
election of directors, unless, among other exceptions, the transaction is
approved by (i) the Board of Directors prior to the date the interested
stockholder obtained such status or (ii) the holders of two-thirds of the
outstanding shares of each class or series owned by the interested stockholder.
The Company's Restated Certificate of Incorporation and By-laws contain certain
additional provisions which may have the effect of delaying or preventing a
change in control of the Company. Such provisions include limitations on
stockholder action (including limitations on the ability to remove Board
members) and blank check preferred stock (the terms of which may be fixed by the
Board of Directors without stockholder approval).
- 11 -
<PAGE>
Transfer Agent
The transfer agent for the Common Stock is Continental Stock Transfer
& Trust Co., 2 Broadway, New York, New York 10004.
LEGAL MATTERS
Certain legal matters in connection with the securities being offered
hereby will be passed upon for the Company by Parker Duryee Rosoff & Haft, New
York, New York.
EXPERTS
The consolidated financial statements of Community Medical Transport,
Inc. and subsidiaries incorporated herein by reference have been so incorporated
in reliance upon the report of Richard A. Eisner & Company, LLP, independent
certified public accountants, given upon their authority as experts in auditing
and accounting.
- 12 -
<PAGE>
Part II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The following table sets forth the Company's estimates of the expenses
to be incurred by it in connection with the Common Stock being offered hereby:
SEC Registration Fee............................................... $ 2,256
Printing registration statement and other documents................ 2,500
Legal fees and expenses............................................ 5,000
Accounting fees and expenses....................................... 1,500
Blue Sky expenses.................................................. 1,500
Miscellaneous expenses............................................. 2,244
-------
$15,000
=======
Item 15. Indemnification of Directors and Officers.
Article 7 of the Certificate of Incorporation of the Company contains
the following provision which provides for the indemnification of directors and
officers of the Company:
7. The Corporation shall, to the fullest extent permitted by the
provisions of the General Corporation Law of the State of Delaware, as
the same may be amended and supplemented, indemnify any and all persons
whom it shall have power to indemnify under such provisions from and
against any and all of the expenses, liabilities or other matters
referred to in or covered by such provisions, and the indemnification
provided for herein shall not be deemed exclusive of any other rights
to which those indemnified may be entitled under any By-Law, agreement,
vote of stockholders or disinterested directors or otherwise, both as
to action in his official capacity and as to action in another capacity
while holding such office, and shall continue as to a person who has
ceased to be a director, officer, employee or agent and shall inure to
the benefit of the heirs, executors and administrators of such a
person. The Corporation shall pay in advance of the final disposition
of such action, suit or proceeding any and all expenses incurred by
such Indemnitee upon the receipt of an undertaking by or on behalf of
such Indemnitee to repay such amount if it shall ultimately be
determined that he is not entitled to be indemnified by the Corporation
as authorized in this Article 7.
In accordance with Section 102(b)(7) of the General Corporation Law of
the State of Delaware ("DGCL"), Article 8 of the Certificate of Incorporation of
the Company eliminates the personal liability of directors to the Company or its
stockholders for monetary damages for breach of fiduciary duty as a director
with certain limited exceptions set forth in Section 102(b)(7).
The Underwriting Agreement provides for reciprocal indemnification
between the Company and its controlling persons on the one hand and the
Underwriters and their respective controlling persons on the other hand against
certain liabilities in connection with this offering, including liabilities
under the Securities Act of 1933.
The Company intends to enter into an agreement with each of its
officers and directors pursuant to which they will be indemnified to the fullest
extent permitted under the DGCL. The Company may also obtain and maintain its
own insurance for the benefit of its directors and officers and the directors
and officers of its subsidiaries, insuring such persons against certain
liabilities, including liabilities arising under the securities laws.
II-1
<PAGE>
Item 16. Exhibits and Financial Statement Schedules.
Exhibit
Number Description of Exhibit
- -------- ----------------------
4.01 -- Specimen Certificate representing the Common Stock, par value $.001
per share (1)
5.01 -- Opinion of Parker Duryee Rosoff & Haft(2)
23.01 -- Consent of Richard A. Eisner & Company, LLP
23.02 -- Consent of Parker Duryee Rosoff &Haft (included in Exhibit
5.01 hereof)(2)
24.01 -- Power of attorney (included in the signature page of Part II of this
Registration Statement)
- ---------
(1) Such Exhibits were filed with the Company's Registration Statement
(File No. 33-80338) declared effective September 30, 1994 and are hereby
incorporated by reference.
(2) To be filed by Amendment.
Item 17. Undertakings.
The undersigned Company hereby undertakes:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement 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, as amended (the "Securities Act"), 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.
(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.
(4) That, for purposes of determining any liability under the
Securities Act, each filing of the Company's annual report pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, that is
incorporated by reference in the Registration Statement, shall be deemed to be a
new registration statement relating to the securities offered herein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers, and controlling persons of the
Company pursuant to Item 15 of Part II of the Registration Statement, or
otherwise, the Company has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Securities Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the Company of expenses incurred or paid by a director, officer or
controlling person of the Company 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 Company 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 and will be governed by the final adjudication of such issue.
II-2
<PAGE>
SIGNATURES
In accordance with 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 of 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 New York, State of New York, on August 26, 1996.
COMMUNITY MEDICAL TRANSPORT, INC.
By: /s/ Dean L. Sloane
-------------------------------------
Dean L. Sloane
President and Chief Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Dean L. Sloane and Craig V. Sloane, and
each of them, with full power to act without the other, his true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution
for him and in his name, place and stead, in any and all capacities to sign any
and all amendments (including post-effective amendments) to this Registration
Statement, and to file the same, with all exhibits thereto, and the documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite or necessary to be done in
and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or any of them, or their or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
In accordance with the requirements of the Securities Act of 1933, this
Registration Statement was signed by the following persons in the capacities and
on the dates stated.
<TABLE>
<CAPTION>
Signature Title Date
---------- ------- ------
<S> <C> <C>
/s/Dean L. Sloane Director, President and Chief Executive August 26, 1996
- ----------------------------- Officer (Principal Executive Officer)
Dean L. Sloane
/s/Donald J. Panos Chief Financial Officer August 26, 1996
- ----------------------------- Principal Financial Officer and
Donald J. Panos Principal Accounting Officer
/s/Craig V. Sloane Vice President - Operations, Secretary August 26, 1996
- ------------------------------ and Director
Craig V. Sloane
/s/Bernard Kruger Director August 26, 1996
- ------------------------------
Bernard M. Kruger
/s/Lucius J. Riccio Director August 26, 1996
- ------------------------------
Lucius J. Riccio
</TABLE>
II-3
<PAGE>
CONSENT OF INDEPENDENT AUDITORS
We hereby consent to the incorporation by reference in this
Registration Statement on Form S-3 of our report dated March 1, 1996, which
appears on page F-2 of the annual report on Form 10-KSB of Community Medical
Transport, Inc. and subsidiaries for the year ended December 31, 1995 and to the
reference to our firm under the caption "Experts" in the prospectus.
Richard A. Eisner & Company, LLP
New York, New York
August 29, 1996
