MEDCATH INC
S-3/A, 1997-06-18
OFFICES & CLINICS OF DOCTORS OF MEDICINE
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                                                     Registration No. 333-1216-A


                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                         POST-EFFECTIVE AMENDMENT NO. 1
                                       TO
                                    FORM S-3

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933


                                     MedCath
                             I N C O R P O R A T E D
             (Exact name of Registrant as specified in its charter)

         North Carolina                    8071                   56-1635096
(State or other jurisdiction of (Primary Standard Industrial   (I.R.S. Employer
incorporation or organization)   Classification Code Number) identification No.)

                              MedCath Incorporated
                          7621 Little Avenue, Suite 106
                         Charlotte, North Carolina 28226
                                 (704) 541-3228
               (Address, including zip code, and telephone number,
        including area code, of Registrant's principal executive offices)

                                 Richard J. Post
                             Chief Financial Officer
                              MedCath Incorporated
                          7621 Little Avenue, Suite 106
                         Charlotte, North Carolina 28226
                                 (704) 541-3228
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)

                                   Copies to:

                                Dumont Clarke, IV
                             Moore & Van Allen, PLLC
                          NationsBank Corporate Center
                        100 North Tryon Street, Floor 47
                      Charlotte, North Carolina 28202-4003
                                 (704) 331-1000


                 Approximate  date  of  commencement  of  proposed  sale  to the
public: Not applicable.


         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. [ ]
         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. [ ]


<PAGE>

================================================================================
                          DEREGISTRATION OF SECURITIES
================================================================================

         The  selling  shareholders  of  MedCath,   Incorporated  (the  "Selling
Shareholders")  have completed their public offering of 218,345 shares of common
stock,  $0.01 par value per share (the "Common Stock").  In connection with this
offering,  the Selling  Shareholders  sold 110,439 shares of Common Stock.  This
Post-Effective  Amendment  No. 1 is filed in  order to  deregister  the  107,906
shares of Common Stock that were not sold, as described above.

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<PAGE>


================================================================================
                                   SIGNATURES
================================================================================

         In accordance with the  requirements of the Securities Act of 1933, the
Registrant  has duly caused this  Post-Effective  Amendment  to be signed on its
behalf by the undersigned,  thereunto duly authorized, in the City of Charlotte,
State of North Carolina, on June 16, 1997.

                              MEDCATH INCORPORATED


                                  By: /s/ Stephen R. Puckett
                                          Stephen R. Puckett, President


                                POWER OF ATTORNEY


         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
Registrant  Statement has been signed by the following persons in the capacities
and on the dates indicated.

          Signature               Title                               Date

/s/ Stephen R. Puckett                                            June 16, 1997
- ----------------------------   Chairman of the Board, President and
    Stephen R. Puckett         Director (Principal Executive Officer)

/s/ David Crane   *                                               June 16, 1997
- ----------------------------   Chairman of the Board, President and
    David Crane                Operating Officer and Director

/s/ Richard J. Post                                               June 10, 1997
- ----------------------------   Secretary and Treasurer (Chief
    Richard J. Post            Financial Officer)


- ----------------------------                                     June ___, 1997
    Patrick J. Welsh           Director

/s/ Andrew M. Paul    *                                           June 16, 1997
- ----------------------------   Director
    Andrew M. Paul

 /s/ W. Jack Duncan   *                                           June 16, 1997
- ----------------------------   Director
     W. Jack Duncan

- ----------------------------                                     June ___, 1997
     John B. McKinnon          Director

*By: /s/ Stephen R. Puckett
- ----------------------------
         Stephen R. Puckett
         (Attorney-in-Fact)



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