<PAGE>
As filed with the Securities and Exchange Commission on December 19, 1997
Registration No. 333-______
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
____________________
ORTHODONTIC CENTERS OF AMERICA, INC.
(Exact name of Registrant as specified in its charter)
<TABLE>
<S> <C> <C>
DELAWARE 72-1278948 8741
(State or other jurisdiction of organization) (I.R.S. Employer Identification Number) (Primary Standard Industrial
Incorporation or Classification Code
Number)
</TABLE>
5000 Sawgrass Village Circle, Suite 25
Ponte Vedra Beach, Florida 32082
(904) 280-4500
(Address, Including Zip Code, and Telephone Number, including
Area Code, of Registrant's Principal Executive Offices)
____________________
Dr. Gasper Lazzara, Jr.
Chairman and Chief Executive Officer
Orthodontic Centers of America, Inc.
5000 Sawgrass Village Circle, Suite 25
Ponte Vedra Beach, Florida 32082
(904) 280-4500
(Name, Address, Including Zip Code, and Telephone Number,
Including Area Code, of Agent for Service)
____________________
Copies of communications to:
J. Chase Cole, Esq.
Waller Lansden Dortch & Davis, PLLC
2100 Nashville City Center
511 Union Street
Nashville, Tennessee 37219-1760
(615) 244-6380
____________________
Approximate date of commencement of proposed sale to the public: As soon as
practicable after the effective date of this Registration Statement.
If the securities being registered on this Form are to be offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, 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(d)
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: [ ]____________
____________________
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
==================================================================================================================================
TITLE OF EACH CLASS OF AMOUNT TO BE PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
SECURITIES TO BE REGISTERED OFFERING AGGREGATE OFFERING REGISTRATION
REGISTERED PRICE PER SHARE(1) PRICE(1) FEE
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Shares of common stock, 3,000,000 $16.0625 $48,187,500 $14,216
$.01 par value
=================================================================================================================================
</TABLE>
(1) ESTIMATED PURSUANT TO RULE 457(C) UNDER THE SECURITIES ACT OF 1933 BASED
UPON THE AVERAGE OF THE HIGH AND LOW SALES PRICES OF THE COMMON STOCK AS
REPORTED ON THE NEW YORK STOCK EXCHANGE ON DECEMBER 15, 1997, SOLELY FOR
PURPOSES OF CALCULATING THE REGISTRATION FEE
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 SECURITIES AND EXCHANGE COMMISSION, ACTING
PURSUANT TO SECTION 8(A), MAY DETERMINE.
<PAGE>
PROSPECTUS
3,000,000 SHARES
ORTHODONTIC CENTERS OF AMERICA, INC.
COMMON STOCK
____________________________
This Prospectus relates to the offer from time to time by Orthodontic
Centers of America, Inc., a Delaware corporation (the "Company"), of up to
3,000,000 shares of the Company's common stock, par value $.01 per share (the
"Common Stock"), upon terms to be determined at the time of such offering. The
Common Stock is to be offered directly by the Company in connection with the
acquisition of assets or capital stock of certain entities owned by
orthodontists who affiliate with the Company. The consideration of such assets
or capital stock may consist of cash, Common Stock or a combination thereof, as
determined through negotiations between the Company and the respective sellers
of the assets or capital stock so acquired.
Common Stock issued pursuant to this Prospectus, and any applicable
supplement to this Prospectus (a "Supplement") or post-effective amendment
hereto (a "Post-Effective Amendment") may be reoffered pursuant hereto by the
holders thereof (the "Selling Stockholders") from time to time in transactions
on the open market, in negotiated transactions, through the writing of options
on such shares of Common Stock or through a combination of such methods of sale,
at negotiated prices, fixed prices which may be changed, market prices
prevailing at the time of sale or prices relating to such prevailing market
prices. See "Selling Stockholders."
____________________________
SEE "RISK FACTORS" BEGINNING ON PAGE 5 FOR INFORMATION THAT SHOULD BE
CONSIDERED BY PROSPECTIVE INVESTORS.
____________________________
No person is authorized in connection with the offering made hereby to give
any information or to make any representations not contained or incorporated by
reference in this Prospectus and any information or representation not contained
or incorporated herein must not be relied upon as having been authorized by the
Company. This Prospectus does not constitute an offer to sell, or a solicitation
of any offer to buy, any security other than the shares of Common Stock offered
hereby, nor does it constitute an offer to sell, or a solicitation of an offer
to buy, any of the Common Stock offered hereby by any person in any jurisdiction
in which it is unlawful for such person to make such an offer or solicitation.
Neither the delivery of this Prospectus nor any sale made hereunder shall under
any circumstances imply that the information herein is correct as of any time
subsequent to the date hereof.
____________________________
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 COM-
MISSION OR ANY STATE SECURITIES COMMISSION PASSED
UPON THE ACCURACY OR ADEQUACY OF THIS PROS-
PECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
____________________________
The date of this Prospectus is December __, 1997
<PAGE>
AVAILABLE INFORMATION
The Company has filed a Registration Statement (the "Registration
Statement") on Form S-4, including any amendments thereto, with the Securities
and Exchange Commission (the "Commission") with respect to the Common Stock.
This Prospectus and any accompanying Supplement do not contain all of the
information set forth in the Registration Statement and the exhibits and
schedules thereto. Statements contained in this Prospectus as to the contents
of any contract or other document referred to are not necessarily complete and
in each instance reference is made to the copy of such contract or other
document filed as an exhibit to the Registration Statement or as previously
filed with the Commission and incorporated herein by reference. For further
information with respect to the Company and the Common Stock, reference is made
to the Registration Statement, exhibits and schedules. A copy of the
Registration Statement may be inspected by anyone without charge at the
Commission's principal office at Judiciary Plaza, 450 Fifth Street, N.W.,
Washington, D.C. 20549, and copies of all or any part thereof may be obtained
from the Commission upon payment of certain fees prescribed by the Commission.
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports, proxy statements and other information with the
Commission. Such 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, Judiciary Plaza, 450 Fifth Street,
N.W., Washington, D.C. 20549, as well as the following Commission Regional
Offices: New York Regional Office, 7 World Trade Center, 13th Floor, New York,
New York 10048; and Chicago Regional Office, 500 West Madison Street, 14th
Floor, Chicago, Illinois 60601-2511. Copies of such material can be obtained at
prescribed rates from the Commission's Public Reference Section, Room 1024,
Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549. The Commission
maintains a World Wide Web site on the Internet at http://www.sec.com that
contains reports, proxy statements and other information regarding registrants
that file electronically with the Commission. The Company's Common Stock is
listed on the New York Stock Exchange. Reports, proxy statements and other
information concerning the Company can also be inspected at the New York Stock
Exchange, Inc., 20 Broad Street, New York, New York 10005.
INCORPORATION BY REFERENCE
The following documents filed with the Commission by the Company pursuant
to the Exchange Act are incorporated by reference into this Prospectus: (i) the
Company's Annual Report on Form 10-K for the year ended December 31, 1996, (ii)
the Company's Quarterly Report on Form 10-Q for the three months ended March 31,
1997, (iii) the Company's Quarterly Report on Form 10-Q for the three months
ended June 30, 1997, (iv) the Company's Quarterly Report on Form 10-Q for the
three months ended September 30, 1997 and (v) the description of the Common
Stock contained in the Company's Registration Statement on Form 8-A, dated
December 6, 1994.
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or
15(d) of the Exchange Act subsequent to the date of this Prospectus shall be
deemed to be incorporated by reference into this Prospectus. Any statement
contained herein, or in a document incorporated or deemed to be incorporated by
reference herein, shall be deemed to be modified or superseded for purposes of
this Prospectus to the extent that a statement contained herein or in any
subsequently filed document which also is or is deemed to be incorporated by
reference herein, modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Prospectus.
THIS PROSPECTUS INCORPORATES DOCUMENTS BY REFERENCE WHICH ARE NOT PRESENTED
HEREIN OR DELIVERED HEREWITH. A COPY OF THESE DOCUMENTS IS AVAILABLE, WITHOUT
CHARGE, UPON WRITTEN OR ORAL REQUEST FROM THE COMPANY. REQUESTS SHOULD BE
DIRECTED TO INVESTOR RELATIONS DEPARTMENT, ORTHODONTIC CENTERS OF AMERICA, INC.,
5000 SAWGRASS VILLAGE CIRCLE, SUITE 25, PONTE VEDRA BEACH, FLORIDA 32082 OR AT
(904) 280-4500.
2
<PAGE>
SUMMARY
The following summary is qualified in its entirety by the more detailed
information and financial statements, including the notes thereto, appearing
elsewhere or incorporated by reference in this Prospectus. Unless the context
otherwise requires, the "Company" refers to Orthodontic Centers of America, Inc.
and its subsidiaries and predecessor entities, the "Orthodontic Centers" refers
to the orthodontic centers affiliated, or which will be affiliated, with the
Company, and "Affiliated Orthodontists" refers to the orthodontists who provide
orthodontic services at the Orthodontic Centers or their professional entities.
Industry information used in this Prospectus is derived from the 1995 Journal of
Clinical Orthodontists Orthodontic Practice Study (the "1995 JCO Study"), a
biannual study of the United States orthodontic industry, and relates to 1994
unless otherwise indicated. Comparable information for 1995 and 1996 is not
expected to be available until the release of the 1997 JCO Study. The
information compiled in the 1995 JCO Study relates to orthodontists who have
completed accredited graduate orthodontic training programs and does not include
general dentists who also perform certain orthodontic services. Except as
otherwise indicated, the information in this Prospectus has been adjusted to
reflect two two-for-one stock splits of the Common Stock, each effected in the
form of a 100% stock dividend as of December 29, 1995 and September 5, 1996,
respectively.
_____________________
THE COMPANY
The Company is the leading provider of practice management services to
orthodontic practices in the United States, based on annual net revenue, annual
net income, number of affiliated orthodontists and number of orthodontic
centers. The Company develops Orthodontic Centers and manages the business
operations and marketing aspects of the Affiliated Orthodontists' practices,
thereby allowing Affiliated Orthodontists to focus on delivering quality patient
care. Since its inception in 1985, the Company has grown to manage 333
Orthodontic Centers located in 36 states with 189 Affiliated Orthodontists at
September 30, 1997. From January 1, 1985 to September 30, 1997, the Company
developed 186 Orthodontic Centers, acquired the assets of, and affiliated with,
198 existing orthodontic practices and consolidated 51 Orthodontic Centers. The
Company's net revenue for 1996 was $71.3 million, an increase of 71.5% from
1995. The Company's net income for 1996 was $14.4 million, an increase of 59.4%
from 1995.
Management believes that the Company's operating strategy and proprietary
operating systems have allowed Affiliated Orthodontists to realize significantly
greater productivity and profitability than traditional orthodontic practices.
Affiliated Orthodontists practicing in Orthodontic Centers open throughout 1995
treated an average of 77 patients per nine-hour patient treatment day during
1996. Orthodontists in the United States treated an average of 41.5 patients
per operating day in 1994. Affiliated Orthodontists who had been affiliated with
the Company for at least one year generated an average of 512 new case starts
during 1996 as compared to the 1994 national average of approximately 170 new
case starts per orthodontist.
The United States orthodontic industry generates approximately $3.6 billion
in annual gross revenues, with the average orthodontic practice generating gross
revenues of approximately $475,000 per year. The industry is highly fragmented,
with approximately 90% of the approximately 9,060 practicing orthodontists
acting as sole practitioners. Of the approximately 1.5 million patients who
initiated orthodontic treatment in 1994, approximately 27% were adults,
primarily between the ages of 25 to 35. Orthodontics is generally an elective
procedure, with approximately 72% of payments for orthodontic services made
directly by the person receiving treatment and standard dental insurance
covering an additional 25% of such payments. Managed care represents a small
percentage of revenues generated in the orthodontic industry.
Key elements of the Company's operating strategy include: (i) emphasizing
quality patient care by affiliating only with orthodontists who have completed
accredited graduate orthodontic training programs and by providing effective
operating systems, support and training for the clinical staff; (ii) stimulating
demand in local markets through aggressive and innovative marketing and
3
<PAGE>
advertising programs, which attract persons seeking orthodontic treatment and
those who may not have otherwise sought treatment; (iii) achieving operating
efficiencies and economies of scale through office designs which promote
increased productivity, innovative patient scheduling systems, efficient use of
orthodontic assistants and centralized purchasing and distribution programs;
(iv) increasing market penetration by providing patients with affordable payment
plans consisting of low monthly payments, no required down payment and lower
total fees, which attract persons seeking orthodontic treatment and those who
may not have otherwise sought treatment and (v) capitalizing on the proprietary
marketing, informational and financial systems developed by the Company during
its 12 years of operating history.
GROWTH STRATEGY
Since its inception in 1985, the Company has grown to manage 333
Orthodontic Centers located in 36 states with 189 Affiliated Orthodontists at
September 30, 1997. Of these 333 Orthodontic Centers, 237 have been developed or
relocated to new facilities since June 30, 1992. Key elements of the Company's
growth strategy include:
Development of New Orthodontic Centers. From January 1, 1985 to September
30, 1997, the Company developed 186 Orthodontic Centers, including 175 since
June 30, 1992. The Company actively markets itself to orthodontists by targeting
military orthodontists, practicing orthodontists and orthodontic students,
including the approximately 200 orthodontists who graduate each year from
accredited United States orthodontic graduate programs, who are interested in
opening new practices. The Company recruits additional orthodontists through
referrals from Affiliated Orthodontists, attending orthodontic conventions,
trade shows and association meetings, visiting orthodontic graduate schools and
advertising in professional journals. The Company also intends to continue to
develop additional Orthodontic Centers with current Affiliated Orthodontists.
Affiliation with Existing Orthodontic Practices. From January 1, 1985 to
September 30, 1997, the Company acquired the assets of, and affiliated with, 198
existing orthodontic practices. The Company actively markets itself to
experienced orthodontists through referrals from Affiliated Orthodontists,
attending orthodontic conventions, trade shows and association meetings, and
advertising in professional journals. Of these existing practices, approximately
87% generated less than $500,000 of patient revenue during the 12 months prior
to their affiliation with the Company. Management believes that focusing on
orthodontic practices of this size provides the Company with the opportunity to
achieve higher revenue growth rates and lower acquisition costs, relative to
larger practices. Existing practices that have affiliated with the Company have
experienced increased average gross revenue and operating income following their
affiliation. The Company frequently relocates existing practices to new
facilities, including 49 since June 30, 1992. The Company intends to continue to
relocate existing practices to new facilities and also intends to continue to
evaluate additional potential affiliations.
Traditional Orthodontic Practices. During 1997, the Company created a new
division which focuses on affiliations with traditional, internally-marketed
orthodontic practices that generate relatively large amounts of patient fees. At
September 30, 1997, there were 11 Orthodontic Centers operating in the new
division. Although the Company intends to continue to focus primarily on
practices that advertise, management believes that affiliating with selected
traditional practices will provide the Company with additional opportunities for
growth.
4
<PAGE>
RISK FACTORS
An investment in the shares of Common Stock offered hereby involves a high
degree of risk. Prospective investors should carefully consider the following
risk factors, in addition to the other information set forth in or incorporated
by reference into this Prospectus, in connection with an investment in the
shares of Common Stock offered hereby. This Prospectus contains forward-looking
statements, including statements regarding development and acquisition of
additional Orthodontic Centers and affiliation with additional Affiliated
Orthodontists, that could be affected by a number of risks and uncertainties,
including those described below, which could cause the Company's actual results
to differ materially from those anticipated, estimated or projected.
GOVERNMENT REGULATION. The orthodontic industry and orthodontic practices
are regulated extensively at the state and federal levels. The Company does not
control the practice of orthodontics by the Affiliated Orthodontists or their
compliance with the regulatory requirements directly applicable to orthodontists
and their practices. The laws of many states prohibit non-orthodontic entities
(such as the Company) from practicing orthodontics (which in certain states
includes managing or operating an orthodontic office), splitting professional
fees with orthodontists, owning or controlling the assets of an orthodontic
practice, employing orthodontists, maintaining an orthodontist's patient records
or controlling the content of an orthodontist's advertising. The laws of many
states also prohibit orthodontists from paying any portion of fees received for
orthodontic services in consideration for the referral of a patient. In
addition, many states impose limits on the tasks that may be delegated by an
orthodontist to other staff members. These laws and their interpretation vary
from state to state and are enforced by regulatory authorities with broad
discretion. Congress and certain state legislatures often consider various types
of health care reform, including comprehensive revisions to the current health
care system which could have a material adverse effect on the Company's
financial position and results of operations. There can be no assurance that any
review of the Company's business relationships by courts or other regulatory
authorities will not result in determinations that could adversely affect the
operations of the Company or that the regulatory environment will not change to
restrict the Company's existing or future operations. There can be no assurance
that the legality of the Company's long-term service and consulting agreements
will not be successfully challenged or that enforceability of the provisions
thereof will not be limited. The laws and regulations of certain states in which
the Company may seek to expand may require the Company to change its contractual
relationship with orthodontists in a manner that may restrict the Company's
operations in those states or may prevent the Company from acquiring the assets
of or managing orthodontists' practices in those states. Further, there can be
no assurance that the laws and regulations of states in which the Company
currently maintains operations will not change or be interpreted in the future
to either restrict or adversely affect the Company's relationships with
orthodontists in those states.
RISKS ASSOCIATED WITH EXPANSION. Since its inception in 1985, the Company
has expanded to managing 333 Orthodontic Centers at September 30, 1997 and
expects to continue to add additional Orthodontic Centers. The success of the
Company's expansion strategy will depend on a number of factors, including (i)
the Company's ability to affiliate with orthodontists to open new Orthodontic
Centers, the availability of suitable markets and the Company's ability to
obtain good locations within those markets; (ii) the Company's ability to
identify and affiliate with existing orthodontic practices and to integrate such
practices into the Company's existing operations; (iii) the availability of
adequate financing to fund the Company's expansion strategy; (iv) regulatory
constraints and (v) the ability of the Company to effectively manage additional
Orthodontic Centers. A shortage of available orthodontists with the skills
required by the Company would have a material adverse effect on the Company's
expansion opportunities. There can be no assurance that the Company's expansion
strategy will continue to be successful or that modifications to the Company's
strategy will not be required.
DEPENDENCE ON AFFILIATED ORTHODONTISTS. The Company receives fees for
services provided to orthodontic practices under service and consulting
agreements, but does not employ orthodontists or control the practices of the
Affiliated Orthodontists. The Company's revenue is dependent on revenue
generated by the Affiliated Orthodontists, who are essential to the Company's
success. The long-term agreements with Affiliated Orthodontists are for terms
ranging from 20 to 40
5
<PAGE>
years and may be terminated by either party for "cause," which includes a
material default by or bankruptcy of the other party. Changes in the health care
industry, such as the growth of managed care organizations and provider
networks, may result in lower payment levels for the services of the Affiliated
Orthodontists. Any material loss of revenue by the Affiliated Orthodontists
would have a material adverse effect on the Company's financial position and
results of operations.
COMPETITION. The business of providing orthodontic services is highly
competitive in each market in which an Orthodontic Center operates. Each
Affiliated Orthodontist faces competition from other orthodontists and general
dentists in the communities served, many of whom have more established practices
in the market. Other companies are pursuing a strategy similar to that of the
Company in developing and managing orthodontic practices throughout the United
States. Companies with similar objectives and greater access to financial
resources may enter the Company's markets and compete with the Company, which
could limit the ability of, and increase the amount paid by, the Company to
affiliate with additional orthodontists.
RISK OF PROVIDING ORTHODONTIC SERVICES. The Orthodontic Centers provide
orthodontic services to the public and are exposed to the risk of professional
liability and other claims. Such claims, if successful, could result in
substantial damage awards to the claimants which could exceed the limits of any
applicable insurance coverage. The Company does not control the practice of
orthodontics by the Affiliated Orthodontists or their compliance with the
regulatory and other requirements directly applicable to orthodontists and their
practices. Each Affiliated Orthodontist has undertaken, however, to comply with
all applicable regulations and requirements, and the Company is indemnified
under its long-term agreements for claims against the Affiliated Orthodontists.
The Company maintains liability insurance for itself and is generally named as
an additional insured party under the liability insurance policy required to be
maintained by each Affiliated Orthodontist. However, a successful malpractice
claim against the Company or an Affiliated Orthodontist could have a material
adverse effect on the Company's financial position and results of operations.
DEPENDENCE ON KEY PERSONNEL. The success of the Company is dependent upon
the continued services of the Company's senior management, particularly its
Chairman of the Board and Chief Executive Officer, Dr. Gasper Lazzara, Jr., its
Chief Financial Officer, Bartholomew F. Palmisano, Sr., its President, Geoffrey
L. Faux, and its Chief Operating Officer, Michael C. Johnsen. The loss of the
services of any of these individuals could have a material adverse effect on the
Company's financial position and results of operations. The Company's success
also depends on its ability to attract and retain other highly qualified
managerial personnel.
CONTROL BY PRINCIPAL STOCKHOLDERS. At November 30, 1997, Dr. Lazzara and
Mr. Palmisano, collectively, beneficially owned approximately 16.3% of the
Company's outstanding shares of Common Stock. As a result of their holdings, Dr.
Lazzara and Mr. Palmisano together have a disproportionate ability to affect the
election of the members of the Board of Directors of the Company and thereby
substantially control the affairs and management of the Company and all matters
requiring stockholder approval. Such control could adversely affect the market
price of the Common Stock.
CERTAIN ANTI-TAKEOVER PROVISIONS. Certain provisions of the Company's
Restated Certificate of Incorporation, Bylaws and Delaware law may make a change
in control of the Company more difficult to effect, even if a change in control
were in the stockholders' interest. These provisions include certain
supermajority vote requirements contained in the Company's Restated Certificate
of Incorporation and Bylaws. In addition, the Company's Restated Certificate of
Incorporation allows the Board of Directors to determine the terms of preferred
stock which may be issued by the Company without approval of the holders of the
Common Stock, and thereby enables the Board of Directors to prevent changes in
the management and control of the Company. The Board of Directors is divided
into three classes of directors elected for staggered three-year terms.
6
<PAGE>
Such staggered terms may affect the ability of the holders of the Common Stock
to effect a change in control of the Company.
POSSIBLE VOLATILITY OF STOCK PRICE. The market price of the Common Stock
could be subject to significant fluctuations in response to variations in
financial results or announcements of material events by the Company or its
competitors. Regulatory changes, developments in the health care industry or
changes in general conditions in the economy or the financial markets could also
adversely affect the market price of the Common Stock.
SELLING STOCKHOLDERS
Common Stock issued pursuant to this Prospectus, and any applicable
Supplement or Post-Effective Amendment, may be reoffered pursuant hereto by the
Selling Stockholders from time to time in transactions on the open market, in
negotiated transactions, through the writing of options on such shares of Common
Stock or through a combination of such methods of sale, at negotiated prices,
fixed prices which may be changed, market prices prevailing at the time of sale
or prices relating to such prevailing market 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, the
purchasers of shares for whom such broker-dealer may act as agent or to whom
they may sell as principal or both. The Company will not receive any part of the
proceeds from the resale by the Selling Stockholders of any Common Stock
pursuant hereto. The Company will bear all expenses (other than selling
discounts and commissions and fees and expenses of the Selling Stockholders) in
connection with the registration of the Common Stock being reoffered by the
Selling Stockholders.
The identity of the Selling Stockholders, the number of shares of Common
Stock to be sold by the Selling Stockholders and the price per share of Common
Stock will be determined at the time of the consummation of the particular
transaction. Specific information regarding the transaction, the identity of
the Selling Stockholders and the number of shares of Common Stock to be resold
may be provided at the time of such transaction by means of a Supplement or a
Post-Effective Amendment hereto, as applicable.
The Selling Stockholders and any broker-dealers who act in connection with
the sale of such shares of Common Stock hereunder may be deemed to be an
"underwriter" within the meaning of Section 2(11) of the Securities Act of 1933
(the "Securities Act"), and any commissions received by them and profit on any
resale of such shares of Common Stock as principal may be deemed to be
underwriting discounts and commissions under the Securities Act. The Company
intends to make available public information concerning itself in compliance
with the Securities Act and the regulations thereunder, and accordingly, Rule
144 or Rule 145 under the Securities Act may be available for use by holders of
Common Stock to effect transfers of such securities, subject to compliance with
the remaining provisions of such rules.
LEGAL MATTERS
The validity of the shares of the Common Stock offered hereby will be
passed upon for the Company by Waller Lansden Dortch & Davis, A Professional
Limited Liability Company, Nashville, Tennessee.
EXPERTS
The consolidated financial statements of Orthodontic Centers of America,
Inc. appearing in Orthodontic Centers of America Inc.'s Annual Report (Form 10-
K) for the year ended December 31, 1996, have been audited by Ernst & Young LLP,
independent auditors, as set forth in their report thereon included therein and
incorporated herein by reference. Such consolidated financial statements are,
and audited consolidated financial statements to be included in subsequently
filed documents will be, incorporated herein in reliance upon the reports of
Ernst & Young LLP pertaining to such consolidated financial statements (to the
extent covered by consents filed with the Commission) given upon the authority
of such firm as experts in accounting and auditing.
7
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The expenses of this offering, which are to be paid by the Company, are
estimated as follows:
Commission Registration Fee.......................... $14,216
State Qualification Expenses (including legal fees).. 500
Legal Fees and Expenses.............................. 10,000
Auditors' Fees and Expenses.......................... 10,000
Transfer Agent and Registrar Fees.................... 2,000
Miscellaneous Expenses............................... 6,284
-------
Total........................................... $43,000
=======
ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
RESTATED CERTIFICATE OF INCORPORATION
The Company's Restated Certificate of Incorporation provides that the
Company will indemnify, and upon request advance expenses to, any person (or his
estate) who was or is a party to any legal proceeding because he is or was a
director, officer or employee of the Company, or is or was serving at the
request of the Company as a director, officer, partner, trustee, employee or
agent of another corporation, partnership, or other entity, against any
liability incurred in that proceeding to the full extent permitted by the
Delaware General Corporation Law.
DELAWARE GENERAL CORPORATION LAW
Section 145 of the Delaware General Corporation Law grants corporations the
power to indemnify their directors, officers, employees and agents in accordance
with the provisions thereof.
INSURANCE
The Company maintains and pays premiums on an insurance policy on behalf of
its officers and directors against liability asserted against or incurred by
such persons in or arising from their capacity as such.
COMMISSION POLICY ON INDEMNIFICATION
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers or persons controlling the Company
pursuant to the foregoing provisions, the Company has been informed that in the
opinion of the Commission such indemnification is against public policy as
expressed in the Securities Act and is therefore unenforceable.
II-1
<PAGE>
<TABLE>
<CAPTION>
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
(a) Exhibits
EXHIBIT
NUMBER DESCRIPTION OF EXHIBITS
- ------- -----------------------
<S> <C>
3.2 -- Bylaws of the Registrant (1)
3.2 -- Restated Certificate of Incorporation of the Registrant (2)
4.1 -- Specimen Stock Certificate (1)
5.1 -- Opinion of Waller Lansden Dortch & Davis, A Professional Limited Liability Company*
9.1 -- Voting Trust Agreement, dated as of October 18, 1994, between John R. Anderson, D.D.S., P.A.,
Neal A. Stubbs, D.D.S., P.A., and Gasper Lazzara, Jr., D.D.S. (1)
21.1 -- List of subsidiaries of the Registrant (3)
23.1 -- Consent of Ernst & Young LLP*
23.2 -- Consent of Waller Lansden Dortch & Davis, A Professional Limited Liability Company (included in Exhibit 5.1)*
24.1 -- Power of Attorney(included on page II-4)*
- ---------------
</TABLE>
(1) Incorporated by reference to exhibits filed with the Registrant's
Registration Statement on Form S-1, Registration Statement No. 33-85326.
(2) Incorporated by reference to exhibits filed with the Registrants'
Registration Statement on Form S-3, Registration Statement No. 333-36799.
(3) Incorporated by reference to exhibits filed with the Registrant's Annual
Report on Form 10-K for the year ended December 31, 1996.
* Filed herewith.
(b) Financial Statement Schedules
All schedules for which provision is made in the applicable accounting
regulations of the Securities and Exchange Commission are not required under the
related instructions or are inapplicable, and therefore have been omitted.
ITEM 17. UNDERTAKINGS.
The undersigned Registrant hereby undertakes to respond to requests for
information that are incorporated by reference into the Prospectus pursuant to
Items 4, 10(b), 11 or 13 of this Form, within one business day of receipt of
such request and to send the incorporated documents by first class mail or other
equally prompt means. This includes information contained in documents filed
subsequent to the effective date of the Registration Statement through the date
of responding to the request.
The undersigned Registrant hereby undertakes to supply by means of a post-
effective amendment all information concerning a transaction, and the company
being acquired involved therein, that was not the subject of and included in the
Registration Statement when it became effective.
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
Registrant, pursuant to the foregoing provisions or otherwise, the Registrant
has been advised that in the opinion of the 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 Registrant of expenses incurred or
paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted against the
II-2
<PAGE>
Registrant by such director, officer or controlling person in connection with
the securities being registered, the Registrant 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.
The undersigned Registrant hereby undertakes that:
(1) For purposes of determining any liability under the Securities Act, the
information omitted from the form of prospectus filed as part of this
Registration Statement in reliance upon Rule 430A and contained in a form of
prospectus filed by the Registrant pursuant to Rule 424(b)(1) or (4) or 497(h)
under the Securities Act shall be deemed to be part of this Registration
Statement as of the time it was declared effective.
(2) For the purpose of determining any liability under the Securities Act,
each post-effective amendment that contains a form of Prospectus 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.
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act;
(ii) To reflect in the prospectus any facts or events arising after the
effective date of the Registration Statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in the Registration Statement.
Notwithstanding the foregoing, any increase or decrease in volume of securities
offered (if the total dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20% change in the maximum
aggregate offering price set forth in the "Calculation of Registration Fee"
table in the effective Registration Statement.
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the Registration Statement or any
material change to such information in the Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, 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.
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the Exchange
Act) that is incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the securities offered
therein and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
II-3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Ponte Vedra Beach, State
of Florida, on December 2, 1997.
ORTHODONTIC CENTERS OF AMERICA, INC.
By: /s/ Gasper Lazzara, Jr., D.D.S.
-------------------------------
Gasper Lazzara, Jr., D.D.S.
Chairman and Chief Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Gasper Lazzara, Jr., D.D.S. and Bartholomew F.
Palmisano, Sr., and each of them, his true and lawful attorneys-in-fact and
agents, with full power of substitution, and resubstitution, for him in his
name, place and stead, in any and all capacities, to sign any and all amendments
to this Registration Statement (including post-effective amendments and
amendments thereto) and any registration statement relating to the same
offering as the Registration Statement that is to be effective upon filing
pursuant to Rule 462(b) under the Securities Act of 1933, and to file the same,
with all exhibits thereto, and other documents in connection therewith with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully and 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 their substitutes, may
lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Gasper Lazzara, Jr., D.D.S.
- ------------------------------------ Chairman, Chief Executive December 2, 1997
Gasper Lazzara, Jr., D.D.S Officer and Director
(Principal Executive Officer)
/s/ Barthlomew F. Palmisano, Sr.
- ------------------------------------ Chief Financial Officer, December 2, 1997
Bartholomew F. Palmisano, Sr. Senior Vice President,
Secretary, Treasurer and
Director (Principal Financial
and Accounting Officer)
/s/ Geoffrey L. Faux
- ------------------------------------ President and Director December 2, 1997
Geoffrey L. Faux
/s/ Michael C. Johnsen
- ------------------------------------ Chief Operating Officer and December 2, 1997
Michael C. Johnsen Director
/s/ Edward J. Walters, Jr.
- ------------------------------------ Director December 2, 1997
Edward J. Walters, Jr.
/s/ A Gordon Tunstall
- ------------------------------------ Director December 2, 1997
A Gordon Tunstall
/s/ Ashton J. Ryan, Jr.
- ------------------------------------
Ashton J. Ryan, Jr. Director December 2, 1997
</TABLE>
II-4
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
Number Description of Exhibits Number
- ------- -----------------------------
<S> <C> <C>
3.1 -- Bylaws of the Registrant (1)
3.2 -- Restated Certificate of Incorporation of the Registrant (2)
4.1 -- Specimen Stock Certificate (1)
5.1 -- Opinion of Waller Lansden Dortch & Davis, A Professional Limited Liability Company*
9.1 -- Voting Trust Agreement, dated as of October 18, 1994, between John R. Anderson, D.D.S., P.A.,
Neal A. Stubbs, D.D.S., P.A., and Gasper Lazzara, Jr., D.D.S. (1)
12.1 -- List of subsidiaries of the Registrant (6)
23.1 -- Consent of Ernst & Young LLP*
23.2 -- Consent of Waller Lansden Dortch & Davis, A Professional Limited Liability Company (included in opinion filed as
Exhibit 5.1)*
24.1 -- Power of Attorney(included on page II-4)*
</TABLE>
_______________
(1) Incorporated by reference to exhibits filed with the Registrant's
Registration Statement on Form S-1, Registration Statement No. 33-85326.
(2) Incorporated by reference to exhibits filed with the Registrants'
Registration Statement on Form S-3, Registration Statement No. 333-36799.
(3) Incorporated by reference to exhibits filed with the Registrant's Annual
Report on Form 10-K for the year ended December 31, 1996.
* Filed herewith.
<PAGE>
EXHIBIT 5.1
WALLER LANSDEN DORTCH & DAVIS,
A PROFESSIONAL LIMITED LIABILITY COMPANY
511 Union Street, Suite 2100
Post Office Box 198966
Nashville, Tennessee 37291-8966
(615) 244-6380
Facsimiles: (615) 244-6804; (615) 244-5686
December 16, 1997
Orthodontic Centers of America, Inc.
5000 Sawgrass Village Circle, Suite 25
Ponte Vedra Beach, Florida 32082
Re: Registration Statement on Form S-4
Ladies and Gentlemen:
We are acting as counsel to Orthodontic Centers of America, Inc., a
Delaware corporation (the "Company"), in connection with the registration under
the Securities Act of 1933, as amended (the "Act"), of 3,000,000 shares of the
Company's Common Stock, $.01 par value per share (the "Shares"), pursuant to the
above-referenced Registration Statement (the "Registration Statement"). In
connection with this opinion, we have examined and relied upon such records,
documents and other instruments as in our judgment are necessary or appropriate
in order to express the opinions hereinafter set forth and have assumed the
genuineness of all signatures, the authenticity of all documents submitted to us
as originals and the conformity to original documents of all documents submitted
to us as certified or photostatic copies.
Based upon the foregoing, we are of the opinion that the Shares, when
issued and delivered in the manner and on the terms described in the
Registration Statement (after the Registration Statement is declared effective),
will be duly authorized, validly issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and further consent to the reference to us under the
caption "Legal Matters" in the prospectus included in the Registration
Statement.
Very truly yours,
/s/ WALLER LANSDEN DORTCH & DAVIS, PLLC
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption ''Experts'' in
the Registration Statement (Form S-4) and related Prospectus of Orthodontic
Centers of America, Inc. for the registration of 3,000,000 shares of its common
stock and to the incorporation by reference therein of our report dated February
13, 1997, with respect to the consolidated financial statements of Orthodontic
Centers of America, Inc. included in its Annual Report (Form 10-K) for the year
ended December 31, 1996, filed with the Securities and Exchange Commission.
ERNST & YOUNG LLP
New Orleans, Louisiana
December 15, 1997
