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As filed with the Securities and Exchange Commission on ,1997
File No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
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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: 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 only in connection with
dividend or interest reinvestment plans, check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. [ ]
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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(1) Offering Price(1) Registration Fee
_______________________________________________________________________________________________________
<S> <C> <C> <C> <C>
Common Stock,
$0.001 par value 196,454 shs.(2) $2.125 $417,465 $126.50
_______________________________________________________________________________________________________
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) based upon the average of the high and low
sales prices of the Common Stock on The Nasdaq National Market on
October 3, 1997.
(2) Includes 65,485 issuable upon exercise of certain Rights issued to t/he
Selling Stockholder hereunder. Additional shares of Common Stock
issuable in the future upon exercise of the Rights.
The Registrant hereby amends this Registration Statement on such date
or dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
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196,454 Shares
COMMUNITY MEDICAL TRANSPORT, INC.
Common Stock
The 196,454 shares of common stock, par value $.001 per share (the
"Common Stock"), to which this Prospectus relates (the "Shares") are being
offered, from time to time, on behalf of and for the account of a certain
stockholder (the "Selling Stockholder") of Community Medical Transport, Inc.
(the "Company") as identified herein under "Selling Stockholder." The Shares are
comprised of 130,969 shares which have been issued to the Selling Stockholder
and 65,485 shares which are issuable upon exercise of certain rights (the
"Rights"), each issued to the Selling Stockholder by the Company. The
distribution of the Shares by the Selling Stockholder, or by pledgees, donees,
distributees, transferees or other successors in interest, may be affected from
time to time by underwriters who may be selected by the Selling Stockholders
and/or broker-dealers, in one or more transactions (which may involve crosses
and block transactions) on The Nasdaq SmallCap Market or other over-the-counter
markets or, in special offerings, or secondary distributions pursuant to and in
accordance with rules of such over-the-counter markets, in negotiated
transactions or otherwise, at market prices prevailing at the time of sale, at
prices related to such prevailing market prices or at negotiated prices. In
connection with the distributions of the Shares or otherwise, the Selling
Stockholder may enter into hedging or option transactions with broker-dealers
and may sell Shares short and deliver the Shares to close out such short
positions. The Company has agreed to indemnify the Selling Stockholder,
underwriters who may be selected by the Selling Stockholder and certain other
persons against certain liabilities, including liabilities under the Securities
Act of 1933, as amended (the "Securities Act"). See "Selling Stockholder" and
"Plan of Distribution."
__________
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 Company has agreed to pay all expenses of registration in
connection with this offering but will not receive any of the proceeds from the
sale of the Shares being offered hereby. All brokerage commissions and other
similar expenses incurred by the Selling Stockholder will be borne by such
Selling Stockholder. The aggregate proceeds to the Selling Stockholder from the
sale of the Shares will be the purchase price of the Shares sold, less the
aggregate brokerage commissions and underwriters' discounts, if any, and other
expenses of issuance and distribution not borne by the Company.
The Common Stock being offered hereby by the Selling Stockholder 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 SmallCap Market.
On October 14, 1997, the closing bid price of the Common Stock as reported by
The Nasdaq SmallCap Market was $2.00 per share.
The date of this Prospectus is _________,1997.
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TABLE OF CONTENTS
Page
AVAILABLE INFORMATION......................................................5
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE............................5
THE COMPANY................................................................6
RISK FACTORS...............................................................8
USE OF PROCEEDS...........................................................11
PLAN OF DISTRIBUTION......................................................12
LEGAL MATTERS.............................................................13
EXPERTS .................................................................13
SIGNATURES................................................................16
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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 or by the Selling Stockholder. 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 or from the Commission's web site at http://www.sec.gov.
The Common Stock is traded on The Nasdaq National Market and reports and other
information concerning the Company may be inspected and copied at The Nasdaq
Stock Market, Inc. at 1735 K Street, N.W., Washington, DC 20006.
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.
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 and Form 10-KSB/A-1
for its fiscal year ended December 31, 1996;
(b) The Company's Quarterly Report on Form 10-QSB for its fiscal
quarters ended March 31, 1997, and June 30, 1997; 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, 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.
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The Company will provide without charge to each person, including any
beneficial owners, 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.
THE COMPANY
General
Community Medical Transport, Inc. (the "Company"), through its
subsidiaries, provides medical transportation and other specialized services in
the New York-New Jersey metropolitan area. These 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.
These 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. The Company consummated an initial public offering in October 1994 (the
"IPO").
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
post-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 Company believes that the fragmented nature of its industry
combined with increasing performance requirements and cost burdens imposed on
smaller companies creates favorable acquisition and expansion opportunities for
the Company.
In the New York - New Jersey metropolitan and surrounding area the
Company had intended, through acquisitions and expansion, to build a network of
and become a significant provider of ambulette and ambulance services. The
Company believes it is now a significant medical transportation provider in the
New York - New Jersey metropolitan area and intends to further expand through
acquisitions and internal growth. The Company intends to achieve this by:
o Continuing its commitment to high quality, specialized and medical
transportation services provided by qualified personnel;
o Acquiring ambulance and ambulette service providers in the New York -
New Jersey metropolitan area, and integrating and consolidating these
companies and their operations with the operations of the Company. The
Company believes such acquisitions and consolidations will improve the
efficiency of existing operations;
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o Expansion of services through increased marketing efforts to day care
centers, nursing homes, hospitals, and other health care facilities and
providers;
o Preserving ties to the local community and providing continuity of
service and community relations, which may include retaining management
of its acquired service providers, where necessary.
The Company may also seek to expand through the acquisition of
ambulance and ambulette providers outside of the New York - New Jersey
metropolitan area with high quality management and strong performance records.
The Company will consider acquisition candidates that it believes offer
attractive opportunities for intrinsic growth and expansion into nearby service
areas and where the Company believes it may become a significant provider.
Management believes that such acquisitions would enable it to achieve
economies of scale, improve its gross margins and increase its ability to
compete with other service providers. The Company may retain senior management
of acquired companies outside of the New York - New Jersey metropolitan area
after the acquisition to manage local operations. The Company will also consider
acquiring businesses that provide related health care services including the
distribution of durable medical equipment and supplies.
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 all subsidiaries of the Company.
Recent Developments
In April 1997, a former employee of a subsidiary of the Company
commenced an action against the Company and the subsidiary entitled Allen Bemus
v. Community Medical Transport, Inc. and Empire Ambulance and Ambulette, Inc.,
in the Superior Court of Connecticut (the "Bemus Action"). The Bemus Action
alleges breach of an employment agreement and a covenant not to compete, a
breach of the covenant of good faith and fair dealing in connection with the
aforesaid agreements, defamation, lost wages and negligent infliction of
emotional distress. The Bemus Action seeks damages of approximately $250,000,
plus punitive damages. The Company believes that it has valid and meritorious
defenses to the Bemus Action, as well as offsets against the claims asserted in
the complaint, and is preparing an appropriate answer. The Company intends to
vigorously oppose the Bemus Action.
In June 1997, a second action was filed against the Company and the
subsidiary by two former officers and shareholders of A-1 Ambulance Service
("A-1 Ambulance"). In June 1996, the Company had acquired from A-1 Ambulance
certain assets pursuant to an asset purchase agreement dated December 29, 1995.
That action, entitled A-1 Ambulance Service, Inc., David J. Warburg and Helen H.
Hendrie v. Community Medical Transport, Inc. and Empire Ambulance and Ambulette,
Inc. (the "Warburg Action"), was filed on June 25, 1997 in the Supreme Court of
the State of New York, County of Westchester and was served upon the Company on
July 10, 1997. The Warburg Action alleges breach of the employment agreements
entered into between the Company and the former A-1 shareholders and seeks
damages, in the aggregate, of approximately $325,000. The Company intends to
serve a response to the Warburg Action and is contemplating moving to stay the
action and compel arbitration since the written agreements upon which the claims
in the Warburg Action are based provide that disputes under those agreements are
subject to arbitration. The Company believes that it has valid and meritorious
defenses to the Warburg Action, as well as offsets against the claims asserted
in the complaint, and therefore intends to vigorously oppose that action.
In May 1997, the Company completed its purchase of the Hudson Valley
companies by acquiring all the shares of Richards Decker Operating Company and
issuing shares and notes for the balance of the purchase price pursuant to an
amendment dated as of December 31, 1996 ("December Amendment") to a Purchase
Agreement dated February 28, 1996 and amended on August 12, 1996 (the "Original
Agreement"), among the Company, Alan McGeorge, Harvey H.
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McGeorge Co., Inc. and Hudvalco, Inc. Pursuant to the December Amendment the
balance of the purchase price for the Hudson Valley companies was increased by
$125,000 to $1,175,000 leaving a balance of $1,132,772 after adjustments. The
unpaid purchase price was paid by (i) issuing 153,846 shares of the Company's
Common Stock to Alan McGeorge pursuant to a conversion right of the original
note (ii) agreeing to issue 7,979 additional shares of the Company's Common
Stock (iii) issuing a five month note in the amount of $566,386 payable in five
equal installments convertible into shares of the Company's Common Stock in
certain circumstances. The Company through the issuance of additional shares or
cash payment guaranteed the price of its Common Stock at $3.50 per share.
In July 1997, the Company renegotiated the amount due on the New Note
and the New Note was repaid in full for the amount of $500,000. In conjunction
with the repayment of the New Note, the Company issued 166,667 shares of its
Common Stock to a third party, Ronald Davis, in consideration for $500,000.
In July 1997, the Company entered into an agreement with Fox Ridge
Transportation, Inc. ("Fox Ridge") for the acquisition of certain vehicles and
contracts. The consummation of such agreement was subject to the delivery of
certain documents by Fox Ridge and the assumption by the Company of FoxRidge's
outstanding indebtedness and leasehold obligations at a rate satisfactory to the
Company, all of which were completed by October 1, 1997. Pending delivery of
such documents, the Company operated the business of Fox Ridge and received the
revenues therefrom. Pursuant to the terms of an Asset Purchase Agreement dated
as of July 29, 1997 among the Company, FoxRidge and John Gillen, FoxRidge's sole
stockholder, upon consummation the Company paid Mr. Gillen a purchase price of
$1,140,000, by (i) issuing 130,969 shares of the Company's Common Stock to Mr.
Gillen and (ii) refinancing the approximately $485,000 outstanding debt of
FoxRidge and assuming the liabilities thereunder. The Company, through the
issuance of rights convertible into additional shares of its Common Stock,
guarantees the price of its Common Stock at $5.00 per share.
Commencing on August 1, 1997, the Company's Common Stock and Warrants
were quoted on The Nasdaq SmallCap Market. Although the Company did not agree
with the decision to terminate the listing of the Company's securities from The
Nasdaq National Market, in the view of The Nasdaq Stock Market Inc., the Company
did not comply with certain Nasdaq criteria not related to the financial
condition of the Company.
Pursuant to the federal/state statutory schemes for the regulation and
administration of the Medicaid program, each state has a Medicaid Fraud Control
Unit. In New York State, that Unit is placed within the Office of the Attorney
General. This office has broad civil and criminal jurisdiction over Medicaid
providers. In the course of its operations, it reviews Medicaid providers. The
Company was the subject of such a review, together with several other medical
transportation providers in the same general geographic area. The Company
believes that it has complied with all appropriate regulations. Based on
conversations with the Attorney General's office, the Company does not
anticipate that any charges will be lodged by the Attorney General as a result
of this review. Nevertheless, the State disputed certain claims for which the
Company received reimbursement during a four and one-half year period. The
Company entered into a stipulation pursuant to which it paid $97,000 for
disputed claims and received a release from the State.
The Company continuously assesses the value of its long-life assets and
certain identifiable intangibles including those relating to acquisitions and
certain other operations. Based on a review of estimated cash flows and
circumstances arising in the third quarter the Company believes that the
carrying amount of certain assets may not be recoverable and, if so, it must
recognize a write down on the value of certain assets, including possibly
acquired assets and accounts receivable. Such receivables represent Company
generated revenue from the acquired operations. The amount of such write down
has not been finally determined but such amount and its effect on third quarter
financial position and results of operations may be substantial.
As a result of certain of the aforesaid possible writedowns, the
Company will in all likelihood not be in compliance with certain financial
covenants of its loan agreement. In such circumstances the banks have a right to
accelerate all loans presently totaling $6,400,000 as of September 30, 1997. The
Company is in discussions with its lenders and believes it will either obtain
waivers or modifications of the loan agreement to avoid a default. If such
waivers or modifications are not obtained, the Company will have to seek funding
from other sources which may not be available on favorable terms; if at all.
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 from reimbursement by third-party
payors, particularly Medicare and Medicaid, typically invoicing and collecting
payments directly from the third-party payor. During the fiscal year ended
December 31, 1996 and the six months ended June 30, 1997, the Company derived
approximately 60% and 52%, respectively, of its net revenues from Medicaid and
Medicare, approximately 11% and 7%, respectively, of its net revenues from Beth
Abraham Hospital (the Company's only fixed-cost provider) and approximately 29%
and 41%, respectively, of its net revenues from private
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insurers and other non-governmental sources. 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.
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 may require cash to
complete future acquisitions. See "Recent Developments" for possible substantial
write down of certain acquired and other assets which may be reflected in the
third quarter results and potential non-compliance with certain financial
covenants.
Dilutive Effect of Issuances of Securities. The Company may use
securities and notes as a significant portion of the 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 business is subject to
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 ambulance and ambulette industry is highly
competitive. Principal participants include government entities, large regional
ambulance service providers, hospitals and numerous local providers. The Company
competes with several large firms in its market, including Med-Trans, a
subsidiary of Laidlaw, Transcare and Metropolitan Ambulance. The Company also
encounters competition, particularly with respect to ambulette services, from
small providers operating in the New York-New Jersey 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.
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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Uncertainty Regarding Health Care Reform Proposals. Political, economic
and regulatory influences are subjecting the health care industry in the United
States to fundamental change. The Company anticipates that Congress and state
and local legislatures will 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 30.3% of
the shares of the Company's Common Stock. Consequently, these stockholders will
have a substantial influence on the outcome of any matters submitted to the
Company's stockholders for approval, including the election of directors. Such
concentration of ownership may also 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.
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 BB 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 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.
10
<PAGE>
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. In addition to the shares of
Common Stock that may be issued upon the exercise of the Rights (an aggregate of
75,000 shares), the Company has reserved for issuance 2,406,104 shares of Common
Stock upon the exercise or conversion, as appropriate, of outstanding options,
warrants, convertible notes and convertible preferred stock. If the options,
warrants, notes and preferred stock are exercised or converted, as appropriate,
the percentage of Common Stock then held by the existing stockholders will be
reduced. These options, warrants, notes and preferred stock 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.
USE OF PROCEEDS
The Shares of Common Stock being offered hereby are for the account of
the Selling Stockholder. Accordingly, the Company will not receive any of the
proceeds from the sale of the Shares by the Selling Stockholder. See "Selling
Stockholder."
Selling Stockholder
The following table sets forth certain information with respect to
Selling Stockholder. The number of Shares that may actually be sold by the
Selling Stockholder will be determined by the Selling Stockholder, and may
depend upon a number of factors, including, among other things, the market price
of the Common Stock. The table below sets forth information as of October 3,
1997, concerning the beneficial ownership of Common Stock of the Selling
Stockholder. All information concerning beneficial ownership has been furnished
by the Selling Stockholder.
<TABLE>
<CAPTION>
Shares of Common Shares of Common Shares of Common
Stock Owned Stock Offered Stock Owned
Before Offering In the Offering After Offering
----------------------- ---------------- --------------------
Name of Stockholder Number Percent(1) Number Number Percent
- ------------------- ------ ---------- ------ ------ -------
<S> <C> <C> <C> <C> <C>
John Gillen 196,454(2 3.5% 196,454(2) (3) (3)
</TABLE>
___________________
(1) The percentages indicated are based on 5,641,000 shares of Common Stock
issued and outstanding as of October 3, 1997.
(2) Includes 65,485 shares which are issuable upon exercise of the Rights.
The Rights are only exercisable upon the occurrence of certain events.
(3) Because the Selling Stockholder may sell all, some or none of the
Shares that he holds, and because the offering contemplated by this
Prospectus is not now a "firm commitment" underwritten offering, no
estimate can be given as to the number of Shares that will be held by
the Selling Stockholder upon or prior to termination of this offering.
See "Plan of Distribution."
The Selling Stockholder identified above may have sold, transferred or
otherwise disposed of all or a portion of their Shares since the date on which
they provided the information regarding their Common Stock in transactions
exempt from the registration requirements of the Securities Act. Additional
information concerning the above listed Selling Stockholder may be set forth
from time to time in prospectus supplements to this Prospectus. See "Plan of
Distribution."
Pursuant to certain agreements between the Company and the Selling
Stockholders, the Company has agreed to file the Registration Statement to which
this Prospectus forms a part for the purpose of registering the potential resale
of the Shares.
11
<PAGE>
The Selling Stockholder has, and within the past three years has had,
no position, office or other material relationship with the Company or any of
its predecessors or affiliates.
PLAN OF DISTRIBUTION
Sales of the Shares may be made from time to time by the Selling
Stockholders, or, subject to applicable law, by pledgees, donees, distributees,
transferees or other successors in interest. Such sales may be made on The
Nasdaq SmallCap Market, in another over-the-counter market, on a national
securities exchange (any of which may involve crosses and block transactions),
in privately negotiated transactions or otherwise or in a combination of such
transactions at prices and at terms then prevailing or at prices related to the
then current market price, or at privately negotiated prices. In addition, any
Shares covered by this Prospectus which qualify for sale pursuant to Section
4(1) of the Securities Act or Rule 144 promulgated thereunder may be sold under
such provisions rather than pursuant to this Prospectus. Without limiting the
generality of the foregoing, the Shares may be sold in one or more of the
following types of transactions: (a) a block trade in which the broker-dealer so
engaged will attempt to sell the Shares as agent but may position and resell a
portion of the block as principal to facilitate the transaction; (b) purchases
by a broker or dealer as principal and resale by such broker or dealer for its
account pursuant to this Prospectus; (c) ordinary brokerage transactions and
transactions in which the broker solicits purchasers; and (d) face-to-face
transactions between sellers and purchasers without a broker-dealer. In
effecting sales, brokers or dealers engaged by the Selling Stockholder may
arrange for other brokers or dealers to participate in the resales.
In connection with distributions of the Shares or otherwise, the
Selling Stockholders may enter into hedging transactions with broker-dealers. In
connection with such transactions, broker-dealers may engage in short sales of
the Shares registered hereunder in the course of hedging the positions they
assume with the Selling Stockholder. The Selling Stockholder may also sell
Shares short and deliver the Shares to close out such short positions. The
Selling Stockholder may also enter into option or other transactions with
broker-dealers which require the delivery to the broker-dealer of the Shares
registered hereunder, which the broker-dealer may resell pursuant to this
Prospectus. The Selling Stockholder may also pledge the Shares registered
hereunder to a broker or dealer and upon a default, the broker or dealer may
effect sales of the pledged Shares pursuant to this Prospectus.
Brokers, dealers or agents may receive compensation in the form of
commissions, discounts or concessions from Selling Stockholder in amounts to be
negotiated in connection with the sale. Such brokers or dealers and any other
participating brokers or dealers may be deemed to be "underwriters" within the
meaning of the Securities Act in connection with such sales and any such
commission, discount or concession may be deemed to be underwriting discounts or
commissions under the Securities Act.
Information as to whether underwriters who may be selected by the
Selling Stockholder, or any other broker-dealer, is acting as principal or agent
for the Selling Stockholder, the compensation to be received by underwriters who
may be selected by the Selling Stockholder, or any broker-dealer, acting as
principal or agent for the Selling Stockholder and the compensation to be
received by other broker-dealers, in the event the compensation of such other
broker-dealers is in excess of usual and customary commissions, will, to the
extent required, be set forth in a supplement to this Prospectus (the
"Prospectus Supplement"). Any dealer or broker participating in any distribution
of the Shares may be required to deliver a copy of this Prospectus, including
the Prospectus Supplement, if any, to any person who purchases any of the Shares
from or through such dealer or broker.
The Company has advised the Selling Stockholder that during such time
as they may be engaged in a distribution of the Shares included herein they are
required to comply with Regulation M promulgated under the Exchange Act. In
general, Regulation M precludes the Selling Shareholders, any affiliated
purchasers and any broker-dealer or other person who participates in such
distribution from bidding for or purchasing, or attempting to induce any person
to bid for or purchase any security which is the subject of the distribution
until the entire distribution is complete. A "distribution" is defined in the
rules as an offering of securities that is distinguished from ordinary trading
activities and depends on the "magnitude of the offering and the presence of
special selling efforts and selling methods."
12
<PAGE>
Regulation M also prohibits any bids or purchases made in order to stabilize the
price of a security in connection with the distribution of that security.
It is anticipated that the Selling Stockholder will offer all of the
Shares for sale. Further, because it is possible that a significant number of
Shares could be sold at the same time hereunder, such sales, or the possibility
thereof, may have a depressive effect on the market price of the Company's
Common Stock.
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 10017.
EXPERTS
The consolidated financial statements of Community Medical Transport,
Inc. and subsidiaries included in the Company's annual report on Form 10-KSB for
the year ended December 31, 1996 incorporated herein by reference have been
audited by Richard A. Eisner & Company, LLP, independent auditors, as indicated
in their report with respect thereto, and are incorporated herein by reference
in reliance upon the report of said firm given upon their authority as experts
in accounting and auditing.
13
<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....................................... $ 126
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..................................... 374*
---------
$11,000
=========
____________
*Estimated
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 Registration Rights Agreement provides for reciprocal
indemnification between the Company and its controlling persons on the one hand
and the Selling Stockholder 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.
14
<PAGE>
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.
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
23.01 -- Consent of Richard A. Eisner & Company, LLP
23.02 -- Consent of Parker Duryee Rosoff & Haft (included in Exhibit 5.01
hereof)
24.01 -- Power of attorney (included in the signature page of Part II of
this Registration Statement)
_________________
(1) Such Exhibit was filed with the Company's Registration Statement (File
No. 33-80338) declared effective September 30, 1994 and is hereby
incorporated by reference.
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.
15
<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 October 14, 1997.
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 October 14, 1997
- ------------------ Officer (Principal Executive Officer)
Dean L. Sloane
/s/ Donald J.Panos Chief Financial Officer October 14, 1997
- ------------------ (Principal Financial Officer and
Donald J. Panos Principal Accounting Officer)
/s/ Craig V. Sloane Vice President - Operations, Secretary October 14, 1997
- -------------------- and Director
Craig V. Sloane
/s/ Bernard M. Kruger Director October 14, 1997
- ---------------------
Bernard M. Kruger
/s/ Lucius J. Riccio Director October 14, 1997
- --------------------
Lucius J. Riccio
</TABLE>
16
<PAGE>
EXHIBIT INDEX
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
23.01 -- Consent of Richard A. Eisner & Company, LLP
23.02 -- Consent of Parker Duryee Rosoff & Haft (included in Exhibit 5.01
hereof)
24.01 -- Power of attorney (included in the signature page of Part II of
this Registration Statement)
_________________
(1) Such Exhibit was filed with the Company's Registration Statement (File
No. 33-80338) declared effective September 30, 1994 and is hereby
incorporated by reference.
<PAGE>
October 14, 1997
Community Medical Transport, Inc.
45 Morris Street
Yonkers, NY 10705
Re: Registration Statement on Form S-3 under the Securities Act of 1933
-------------------------------------------------------------------
Ladies and Gentlemen:
In our capacity as counsel to Community Medical Transport, Inc., a
Delaware corporation (the "Company"), we have been asked to render this opinion
in connection with a Registration Statement on Form S-3, being filed
contemporaneously herewith by the Company with the Securities and Exchange
Commission under the Securities act of 1933, as amended (the "Registration
Statement"), covering an aggregate of 196,454 shares of Common Stock, $0.001 par
value (the "Common Stock"), which have been included in the Registration
Statement for the account of certain persons identified in the Registration
Statement as Selling Stockholder.
In that connection, we have examined the Certificate of Incorporation
and the By-Laws of the Company, both as amended to date, the Registration
Statement, corporate proceedings of the Company relating to the issuance of the
Common Stock and such other instruments and documents as we have deemed relevant
under the circumstances.
In making the aforesaid examinations, we have assumed the genuineness
of all signatures and the conformity to original documents of all copies
furnished to us as original or photostatic copies. We have also assumed that the
corporate records furnished to us by the Company include all corporate
proceedings taken by the Company to date.
Based upon and subject to the foregoing, we are of the opinion that:
(1) The Company has been duly incorporated and is validly existing as a
corporation in good standing under the laws of the State of Delaware.
(2) The Common Stock has been duly and validly authorized and issued
and is fully paid and non-assessable.
We hereby consent to the use of our opinion as herein set forth as an
exhibit to the Registration Statement and to the use of our name under the
caption "Legal Matters" in the prospectus forming a part of the Registration
Statement.
Very truly yours,
PARKER DURYEE ROSOFF & HAFT
By: /s/ Michael D. DiGiovanna
-------------------------
A Member of the Firm
<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 February 28, 1997 (with
respect to Note G[2] March 24, 1997), 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, 1996 and to the reference to our firm under the
caption "Experts" in the prospectus.
/s/ Richard A. Eisner & Company, LLP
--------------------------------
Richard A. Eisner & Company, LLP
New York, New York
October 20, 1997
