SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-------------------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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SHERIDAN HEALTHCARE, INC.
(Exact name of Registrant as specified in its charter)
Delaware 04-3252967
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
4651 Sheridan Street, Suite 400
Hollywood, Florida 33021
(954) 987-5822
(Address, including zip code, and telephone number, including area code, of
Registrant's principal executive offices)
-------------------------------
Mitchell Eisenberg, M.D.
Chairman, President and Chief Executive Officer
Sheridan Healthcare, Inc.
4651 Sheridan Street, Suite 400
Hollywood, Florida 33021
(954) 987-5822
(Name, address, including zip code, and telephone number, including area code,of
Registrant's agent for service)
With a copy to:
Kevin M. Dennis, Esq.
Goodwin, Procter & Hoar LLP
Exchange Place
Boston, Massachusetts 02109
-----------------------------
Approximate date of commencement 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. [ ]
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
=======================================================================================================
Proposed Maximum Proposed Maximum Amount of
Title of Securities Being Amount to be Offering Price Per Aggregate Offering Registration
Registered Registered Share(1) Price(1) Fee
- -------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value 289,596 $8.56 $2,478,942.00 $751.20
$.01 per share
- -------------------------------------------------------------------------------------------------------
<FN>
(1) Based upon the average of the high and low sale prices of the Common Stock
of Sheridan Healthcare, Inc. reported on the Nasdaq National Market on May 7,
1997 and estimated solely for the purpose of calculating the registration fee
in accordance with Rule 457(c) of the Securities Act of 1933.
</FN>
</TABLE>
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, AS AMENDED, OR UNTIL THE REGISTRATION STATEMENT SHALL
BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION
8(A), MAY DETERMINE.
<PAGE>
Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor may
offers to buy be accepted prior to the time the registration statement becomes
effective. This prospectus shall not constitute an offer to sell or the
solicitation of an offcer to buy nor shall there be any sale of these securities
in any state in which such offer, soliciation or sale would be unlawful prior to
registration or qualification under the securities laws of any such state.
SUBJECT TO COMPLETION, DATED MAY 14, 1997
PROSPECTUS
- ----------
289,596 Shares
Sheridan Healthcare, Inc.
Common Stock
-----------------------------
This Prospectus relates to the offer and sale from time to time (the
"Offering") of up to 289,596 shares of common stock, par value $.01 per share
(the "Common Stock"), of Sheridan Healthcare, Inc. ("Sheridan" or the "Company")
held by certain stockholders of the Company, of which 239,596 shares of Common
Stock were issued to certain of the former stockholders of Neonatology
Certified, Inc. ("Neonatology Certified") (the "Neonatology Stockholders") in
March 1996 in connection with the acquisition of Neonatology Certified by the
Company. The Company is registering the offer and sale of these shares of Common
Stock pursuant to the Company's obligations under a certain Investment and
Stockholders' Agreement (the "Investment Agreement"), dated as of March 14,
1996, by and among the Company, the Neonatology Stockholders and certain other
parties. The remaining 50,000 shares of Common Stock offered hereby were issued
to Summit Hospital Corporation ("Summit" and, together with the Neonatology
Stockholders, the "Selling Stockholders") in November 1995 upon the conversion
of a convertible note issued to Summit in June 1995. The Company is registering
the offer and sale of these shares pursuant to its obligations under a certain
Amended and Restated Stockholders' Agreement (the "Stockholders' Agreement"),
dated as of June 5, 1995, as amended, by and among the Company, Summit and
certain other parties. The registration of the shares of Common Stock offered
hereby does not necessarily mean that any shares of Common Stock will be offered
or sold by the Selling Stockholders.
The Company has been advised by each of the Selling Stockholders that
each Selling Stockholder, acting as principal for its own account, directly,
through agents designated from time to time, or through dealers or underwriters
also to be designated, may sell all or a portion of the Common Stock offered
hereby from time to time on terms to be determined at the time of sale. To the
extent required, the specific shares of Common Stock to be sold, the names of
the Selling Stockholders, the respective purchase prices and the public offering
prices, the names of any such agent, dealer or underwriter, and any applicable
commissions or discounts with respect to a particular offer will be set forth in
an accompanying Prospectus Supplement or, if appropriate, a post-effective
amendment to the Registration Statement of which this Prospectus is a part. See
"Plan of Distribution." Each of the Selling Stockholders reserves the sole right
to accept and, together with their respective agents from time to time, to
reject, in whole or in part, any proposed purchase of shares of Common Stock to
be made directly or through agents.
The Selling Stockholders and any agents or broker-dealers that
participate with the Selling Stockholders in the distribution of the Common
Stock may be deemed to be "underwriters" within the meaning of the Securities
Act of 1933, as amended (the "Securities Act"), and any commission received by
them and any profit on the resale of the Common Stock may be deemed to be
underwriting commissions or discounts under the Securities Act.
The aggregate proceeds to the Selling Stockholders from the sale of the
Common Stock offered hereby will be the purchase price of the Common Stock sold
less the aggregate agents' commissions and underwriters' discount, if any, and
other expenses of issuance and distribution not borne by the Company. The
Company will pay all of the expenses of the Offering other than brokerage or
underwriting commissions. See "Registration Rights" and "Plan of Distribution"
for indemnification arrangements between the Company and the Selling
Stockholders. The Company will not receive any proceeds from the sale of the
Common Stock offered hereby by the Selling Stockholders.
The Common Stock is quoted on the Nasdaq National Market ("NASDAQ") under the
symbol "SHCR."
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 date of this Prospectus is May 14, 1997.
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith files reports, proxy statements and other information with
the Securities and Exchange Commission (the "SEC" or the "Commission"). Such
reports, proxy statements and other information can be inspected and copied at
the public reference facilities maintained by the Commission at 450 Fifth
Street, N.W., Room 1024, Washington, D.C. 20549, and at the Commission's
Regional Offices at 7 World Trade Center, 13th Floor, New York, New York 10048,
and Northwestern Atrium Center, 500 W. Madison Street, Suite 1400, Chicago,
Illinois 60661-2511. Copies of such materials can be obtained upon written
request from the Public Reference Section of the Commission at 450 Fifth Street,
N.W., Room 1024, Washington, D.C. 20549, at prescribed rates. The Company is
required to file electronic versions of these reports, proxy statements and
other information with the Commission via the Commission's Electronic Data
Gathering, Analysis and Retrieval ("EDGAR") System. The Commission maintains a
site on the World Wide Web (http://www.sec.gov) that contains all EDGAR filings.
The Company has filed with the Commission a Registration Statement on
Form S-3 under the Securities Act with respect to the Common Stock. This
Prospectus, which constitutes a part of the Registration Statement, does not
contain all of the information set forth in the Registration Statement, certain
parts of which are omitted in accordance with the rules and regulations of the
Commission. The Registration Statement, including exhibits thereto, may be
inspected and copied at the locations described above. 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, each such statement being qualified in all respects by such
reference.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents previously filed by the Company with the
Commission pursuant to the Exchange Act are incorporated in this Prospectus by
reference: (i) the Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1996 (File No. 0-26806), as filed on March 31, 1997; and (ii)
the description of the Company's Common Stock contained in its Registration
Statement on Form 8-A filed September 20, 1995, including any amendment or
report filed for the purpose of amending such description.
All documents filed by the Company pursuant to Section 13(a), 13(c), 14
or 15(d) of the Exchange Act subsequent to the date of this Prospectus and prior
to the filing of a post-effective amendment hereto that indicates that all
securities offered hereunder have been sold or that deregisters all such
securities then remaining unsold shall be deemed to be incorporated by reference
in this Prospectus and to be a part hereof from the date of filing of such
documents.
Any statement contained in a document incorporated or deemed to be
incorporated herein by reference shall be deemed to be modified or superseded
for purposes of this Prospectus to the extent that a statement contained herein
(or in an applicable Prospectus Supplement) or in any subsequently filed
document that is incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed to
constitute a part of this Prospectus or any Prospectus Supplement, except as so
modified or superseded.
The Company will provide, without charge, to each person, including any
owner (beneficial or of record) of Common Stock, to whom a copy of this
Prospectus is delivered, at the written or oral request of such person, a copy
of any or all of the documents incorporated herein by reference (other than
exhibits thereto, unless such exhibits are specifically incorporated by
reference into such documents). Requests for such copies should be directed to
Jay A. Martus, Esq., Vice President, Secretary and General Counsel, Sheridan
Healthcare, Inc., 4651 Sheridan Street, Suite 400, Hollywood, Florida 33021,
telephone (954) 987-5822.
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<PAGE>
THE COMPANY
GENERAL
The Company is a physician practice management company which provides
specialist physician services at hospitals and ambulatory surgical facilities in
the areas of anesthesia, neonatology, pediatrics, emergency services and
obstetrics and owns and operates, or manages, office-based primary care and
obstetrical practices. The Company derives substantially all of its revenue from
the medical services provided by the physicians who are employed by the Company
or whose practices are managed by the Company. The Company generates revenue
from its specialist physician services by directly billing third-party payors or
patients on a fee-for-service or discounted fee-for-service basis. In addition,
several hospitals at which the Company provides specialist physician services
pay subsidies to the Company to supplement revenue from billings to third-party
payors. The Company generates revenue from its office-based physician services
pursuant to various payment arrangements, including shared-risk capitation
arrangements, fee-for-service or discounted fee-for-service arrangements and
other capitation arrangements.
The Company's objective is to expand its business by increasing the
number of hospitals and other health care facilities at which it provides
specialist physician services, providing physician services in additional
specialties to existing hospital customers and acquiring additional physician
practices. One of the Company's key strategies is to create integrated physician
groups, consisting of both hospital-based and office-based physicians in various
complementary specialties, that support the Company's hospital customers. As of
April 17, 1997, the Company employed, or managed the practices of, approximately
210 physicians practicing under 43 specialty service contracts with 27 health
care facilities and at 18 office locations. The Company recently sold its
rheumatology practices, which consisted of six rheumatologists practicing in
four office locations and currently intends to sell certain other office-based
practices consisting of five office locations at which the Company employs
approximately 10 physicians. See "Operations -- Office-based Physician Services"
below for more information.
OPERATIONS
Hospital-based Physician Services. The Company currently provides or
manages hospital-based physician services at 22 hospitals and five ambulatory
surgery facilities located in Florida, New York, Texas, Virginia and West
Virginia. These services are provided by approximately 165 physicians who are
employed by the Company or whose practices are managed by the Company, of which
75 are anesthesiologists, 45 are neonatologists or pediatricians, 40 are
emergency room physicians and 5 are obstetricians. The Company also has entered
into an agreement to provide management services relating to the operation of
anesthesia departments at six hospitals located in California.
In most of its arrangements with hospitals and ambulatory surgery
facilities, the Company is responsible for recruiting and employing physicians
and other health care professionals who provide health care services at the
facility. In addition, the Company provides a comprehensive range of support
services, including contracting with third-party payors, billing and
collections, malpractice risk management, quality assurance, and physician
recruiting and credentialling. By entering into a contract with the Company, a
hospital substantially reduces its responsibilities related to the contracted
specialty, and eliminates the administrative burdens related to providing
physician coverage, since the Company provides the contracted services on a
24-hour a day, 365-day a year basis.
For each hospital or ambulatory surgery facility, the Company appoints a
supervising physician who assumes an on-site leadership role with respect to all
aspects of the services provided by the Company. In addition to providing
physician services, this physician supervises the other physicians and other
health care professionals at the facility, participates in the recruitment,
promotion and compensation of physicians and other health care professionals
employed or managed by the Company, and serves as a coordinator between the
Company and other personnel at the facility.
Since its inception, and unlike many of its competitors, the Company has
directly employed most of its hospital-based specialist physicians and other
health care professionals. The Company currently has employment agreements with
most of its hospital-based physicians, which generally provide for terms of
between one and five years and include non-competition provisions. The Company
3
<PAGE>
also employs advanced registered nurse practitioners, certified nurse midwives
and physician assistants who provide services in accordance with written
protocols. The compensation structure for physicians and other health care
professionals is intended to be competitive within the geographic market in
which they are employed.
The Company and its predecessors have been providing and managing
hospital-based physician services for more than 40 years. All of the Company's
specialist physician services were in the area of anesthesia until 1994, when
the Company began to deliver emergency physician services. The Company further
expanded the scope of its hospital-based services to include neonatology and
pediatrics in 1996 and obstetrics in 1997. Except for one acquisition in March
1996, the Company has expanded its hospital-based services business entirely by
being awarded new contracts for its services. In March 1996 the Company acquired
Neonatology Certified and Children's Hospital Services, Inc., a 43-physician
neonatology and pediatric practice which delivered specialist physician services
at 11 hospitals in Florida and Virginia.
Office-based Physician Services. The Company currently employs, or
manages the practices of, approximately 45 office-based physicians, of which 34
are primary care physicians and 11 are obstetricians. The practices of these
physicians are conducted at 18 office locations, all of which are in Florida.
The Company also provides primary care physician services to hospitalized
members of a managed care organization through a panel services agreement with
the managed care organization. All of the physician office locations are leased
by the Company under long-term lease arrangements, except for one location,
which is owned by the Company.
In November 1996, the Company announced that in connection with a change
in its strategic direction, it intends to sell non-strategic office-based
physician practices. One of these non-strategic office locations was sold by the
Company in December 1996, another one was sold in February 1997 and an
additional four, which comprised all of the Company's rheumatology practices,
were sold in April 1997. The Company currently intends to sell the remaining
non-strategic practices, which consist of five office locations at which the
Company currently employs approximately 10 primary care physicians.
The Company's primary focus in its office-based services business is to
expand its obstetrical practices and to acquire additional obstetrical
practices. Office-based obstetrical practices complement the Company's
hospital-based services business because a significant number of obstetrical
patients require anesthesia and/or neonatology physician services. The Company
currently employs, or manages the practices of, 11 office-based obstetricians
practicing in five office locations.
The Company commenced its office-based services business in 1994 by
acquiring a four-location primary care practice that employed nine physicians.
The Company completed an additional eleven acquisitions of office-based primary
care, obstetrical and rheumatology practices during the period from December
1994 to October 1996. In addition, the Company entered into two long-term
management agreements in 1996, under which it manages the practices of certain
office-based physicians in exchange for a fee. Substantially all of the
Company's office-based revenue has been derived from acquired physician
practices and the two management agreements.
The Company has employment agreements with substantially all of its
office-based physicians, which generally provide for terms of between one and
five years and include non-competition provisions. The Company also employs
nurses, other clinical personnel and administrative personnel for its
office-based operations.
Acquisitions. The Company typically acquires a physician practice by
paying the owners of the practice a multiple of the expected post-acquisition
earnings of the practice, and entering into long-term employment agreements with
the former physician owners of the practice. These employment agreements range
from three to ten years in length and typically provide for base compensation
and employee benefits and may contain incentive compensation provisions based on
increases in productivity and efficiency.
Management Agreements. In some cases, as an alternative to acquiring a
physician practice, the Company enters into a long-term management agreement
with the practice. In connection with a management agreement, the Company
typically purchases the accounts receivable, furniture and equipment of the
practice, and may pay for additional intangible rights, including restrictive
covenant agreements with the practice's affiliated physicians.
4
<PAGE>
The Company's principal executive offices are located at 4651 Sheridan
Street, Suite 400, Hollywood, Florida 33021, and its telephone number is (954)
987-5822.
REGISTRATION RIGHTS
The registration of the shares of Common Stock pursuant to the
Registration Statement of which this Prospectus is a part is pursuant to the
Company's obligations under the terms of the Investment Agreement and the
Stockholders' Agreement. Under the Investment Agreement, the Company is
obligated, at the written request of the Neonatology Stockholders given prior to
December 31, 1998, to cause to be filed registration statements on Form S-3
under the Securities Act covering the sale by the Neonatology Stockholders of
the shares of Common Stock offered hereby by the Neonatology Stockholders and
any remaining shares of Common Stock issued to the Neonatology Stockholders in
connection with the acquisition of Neonatology Certified by the Company. Under
the Stockholders' Agreement, the Company is obligated, among other things, at
any time it determines or is required to register any of its securities, to
notify Summit and, upon the written request of Summit, to include in such
registration shares of Common Stock owned by Summit.
Pursuant to the Investment Agreement and the Stockholders' Agreement,
the Company has agreed to pay all expenses of effecting the registration of such
shares of Common Stock (other than brokerage and underwriting commissions). The
Company also has agreed to indemnify each Selling Stockholder and any person who
controls any Selling Stockholder against all losses, claims, damages, expenses
and liabilities arising under the securities laws in connection with the
Registration Statement or this Prospectus or any amendment or supplement thereto
or hereto, subject to certain limitations. In addition, the Selling Stockholders
have agreed to indemnify the Company and its directors, officers, employees and
agents and any person who controls the Company against any losses, claims,
damages, expenses and liabilities arising under the securities laws in
connection with the Registration Statement or this Prospectus or any amendment
or supplement thereto or hereto, but only to the extent such loss, claim, damage
or expense relates to written information furnished to the Company by such
Selling Stockholder expressly for use in the Registration Statement or this
Prospectus or any amendment or supplement thereto or hereto.
SELLING STOCKHOLDERS
The following table sets forth certain information with respect to the
Selling Stockholders, including the number of shares of Common Stock
beneficially owned by each Selling Stockholder as of the date of this
Prospectus, the percentage of shares of Common Stock outstanding held by each
and the number of shares of Common Stock offered hereby. There can be no
assurance that all or any of the shares offered hereby will be sold.
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<PAGE>
<TABLE>
<CAPTION>
Percentage
of Shares
Number of Shares Number of Number of Shares of Voting
of Common Stock Shares of of Common Stock Stock
Beneficially Held Common Stock Beneficially Held Outstanding
Selling Stockholder(1) Prior to the Offering Stock Offered After the Offering After the Offering
- ---------------------- --------------------- ------------- ------------------ ------------------
<S> <C> <C> <C> <C>
Barry D. Chandler 62,060 15,000 46,060 *
M. Richard Auerbach 56,407 16,000 40,407 *
Joseph Schulman 56,407 30,000 26,407 *
Luiz Grajwer 66,693 28,000 38,693 *
Casey Falterman 66,693 20,000 46,693 *
Charles Frakes 56,513 10,000 46,513 *
Lester McIntyre 56,513 35,000 21,513 *
Mitchell Stern 56,513 10,000 46,513 *
Bruce Schulman 40,194 10,000 30,194 *
Ezequiel Cartaya 40,194 40,194 -- *
Susan Brown (2) 24,902 9,902 15,000 *
Maria Antigua 19,902 4,000 15,902 *
Mesfin Afework 19,902 6,500 13,402 *
Vicki Johnston 19,902 5,000 14,902 *
Summit Hospital Corporation (3) 181,671 50,000 131,671 2.1
- --------------------------------
<FN>
* Less than one percent.
(1) With the exception of Summit Hospital Corporation, each of the Selling
Stockholders listed below (i) was formerly a stockholder of Neonatology
Certified, Inc., which was acquired by the Company in March 1996; and (ii)
is presently employed by the Company.
(2) Includes 5,000 shares owned by spouse.
(3) Summit Hospital Corporation is an affiliate of OrNda Healthcorp, which
controls certain health care facilities at which the Company provides
specialist physician services.
</FN>
</TABLE>
PLAN OF DISTRIBUTION
This Prospectus relates to the offer and sale from time to time of up to
an aggregate of 289,596 shares of Common Stock by the Selling Stockholders. The
Company is registering the Common Stock at the request of the Selling
Stockholders pursuant to the Company's obligations under the Investment
Agreement and the Stockholders' Agreement, but the registration of the Common
Stock does not necessarily mean that any of the Common Stock will be offered or
sold by the Selling Stockholders hereunder. The Company will not receive any
proceeds from the offering of the Common Stock by the Selling Stockholders.
The distribution of the Common Stock may be effected from time to time
in one or more underwritten transactions at a fixed price or prices, which may
be changed, or at market prices prevailing at the time of sale, at prices
related to such prevailing market prices, or at negotiated prices. Any such
underwritten offering may be on a "best efforts" or a "firm commitment" basis.
6
<PAGE>
In connection with any such underwritten offering, underwriters or agents may
receive compensation in the form of discounts, concessions or commissions from
the Selling Stockholders. Underwriters may sell the Common Stock to or through
dealers, and such dealers may receive compensation in the form of discounts,
concessions or commissions from the underwriters and/or commissions from the
purchasers for whom they may act as agents. Any such dealers or agents that
participate in the distribution of the shares of Common Stock offered hereby may
be deemed to be "underwriters" as defined in the Securities Act, and any profit
on the sale of such shares of Common Stock offered hereby by them and any
discounts, commissions or concessions received by any such dealers or agents
might be deemed to be underwriting discounts and commissions under the
Securities Act. The aggregate proceeds to the Selling Stockholders from sales of
the Common Stock offered by the Selling Stockholders hereby will be the purchase
price of such Common Stock less any broker's commissions and underwriter's
discounts.
To the extent required by the Securities Act with respect to
underwritten offerings, the specific shares of Common Stock to be sold, the
names of the Selling Stockholders, the respective purchase prices and public
offering prices, the names of the underwriter or underwriters, and any
applicable commissions or discounts with respect to a particular offer will be
set forth in an accompanying Prospectus Supplement or, if appropriate, a
post-effective amendment to the Registration Statement of which this Prospectus
is a part.
The sale of shares of Common Stock by the Selling Stockholders, or by
pledgees, donees, transferees, or other successors-in-interest, may also be
effected from time to time by selling shares directly to purchasers or to or
through broker-dealers. In connection with any such sales, any such
broker-dealer may act as agent for the Selling Stockholders or may purchase from
the Selling Stockholders all or a portion of such shares as principal. Such
sales may be made on the Nasdaq National Market or any exchange on which the
shares of Common Stock are then traded, in the over-the-counter market, in
negotiated transactions or otherwise at prices and at terms then prevailing or
at prices related to the then-current market prices or at prices otherwise
negotiated. Shares may also be sold in one or more of the following
transactions: (i) block transactions (which may involve crosses) in which a
broker-dealer may sell all or a portion of such shares as agent but may position
and resell all or a portion of the block as principal to facilitate the
transaction; (ii) purchases by any such broker-dealer as principal and resale by
such broker-dealer for its own account pursuant to this Prospectus; (iii) a
special offering, an exchange distribution or a secondary distribution in
accordance with applicable Nasdaq rules; (iv) ordinary brokerage transactions
and transactions in which any such broker-dealer solicits purchasers; (v) sales
"at the market" to or through a market maker or into an existing trading market,
on an exchange or otherwise, for such shares; and (vi) sales in other ways not
involving market makers or established trading markets, including direct sales
to institutions or individual purchasers. In effecting sales, broker-dealers
engaged by the Selling Stockholders may arrange for other broker-dealers to
participate. Broker-dealers will receive commissions or other compensation from
the Selling Stockholders in amounts to be negotiated immediately prior to the
sale that are not expected to exceed those customary in the types of
transactions involved. Broker-dealers may also receive compensation from
purchasers of the shares which is not expected to exceed that customary in the
types of transactions involved.
In order to comply with the securities laws of certain states, if
applicable, the Common Stock may be sold only through registered or licensed
brokers or dealers. In addition, in certain states, the shares of Common Stock
may not be sold unless they have been registered or qualified for sale in such
state or an exemption from such registration or qualification requirement is
available and is complied with.
The Company will pay substantially all the expenses incurred by the
Selling Stockholders and the Company incident to the offering and sale of the
shares of Common Stock offered hereby to the public, but excluding any
discounts, commissions and fees of underwriters, broker-dealers or agents. The
Company has agreed to indemnify the Selling Stockholders against certain
liabilities, including liabilities under the Securities Act.
LEGAL MATTERS
The legality of the Common Stock offered hereby will be passed upon for
the Company by Goodwin, Procter & Hoar LLP, Boston, Massachusetts.
EXPERTS
The consolidated financial statements and schedule incorporated by
reference in this Prospectus and elsewhere in the Registration Statement have
been audited by Arthur Andersen LLP, independent certified public accountants,
as indicated in their reports with respect thereto, and are included herein in
reliance upon the authority of that firm as experts in giving those reports.
7
<PAGE>
- ---------------------------------------- ----------------------------
- ---------------------------------------- ----------------------------
NO DEALER, SALESPERSON OR OTHER
INDIVIDUAL HAS BEEN AUTHORIZED TO GIVE
ANY INFORMATION OR MAKE ANY
REPRESENTATIONS NOT CONTAINED IN THIS 289,596 SHARES
PROSPECTUS. IF GIVEN OR MADE, SUCH
INFORMATION OR REPRESENTATION MUST NOT
BE RELIED UPON AS HAVING BEEN AUTHORIZED
BY THE COMPANY OR THE SELLING SHERIDAN
STOCKHOLDERS. THIS PROSPECTUS DOES NOT HEALTHCARE INC.
CONSTITUTE AN OFFER TO SELL, OR A
SOLICITATION OF AN OFFER TO BUY, THE
COMMON STOCK IN ANY JURISDICTION WHERE, COMMON STOCK
OR TO ANY PERSON TO WHOM, IT IS UNLAWFUL
TO MAKE SUCH OFFER OR SOLICITATION.
NEITHER THE DELIVERY OF THIS PROSPECTUS
NOR ANY SALE MADE HEREUNDER SHALL, UNDER
ANY CIRCUMSTANCES, CREATE AN IMPLICATION
THAT THERE HAS NOT BEEN ANY CHANGE IN
THE FACTS SET FORTH IN THIS PROSPECTUS
OR IN THE AFFAIRS OF THE COMPANY SINCE
THE DATE HEREOF.
-------------------------
--------------------
PROSPECTUS
--------------------
MAY 14, 1997
- ---------------------------------------- ----------------------------
<PAGE>
PART II. INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
--------------------------------------------
The expenses in connection with the issuance and distribution of the
securities being registered are set forth in the following table (all amounts
except the registration fee are estimated):
Registration fee -- Securities and Exchange Commission.. $ 751.20
Accountants' fees and expenses.......................... *
Blue Sky fees and expenses.............................. *
Legal fees and expenses (other than Blue Sky)........... *
Miscellaneous........................................... *
--------
TOTAL................................................... $ *
========
* To be provided by amendment.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
------------------------------------------
In accordance with Section 145 of the General Corporation Law of the
State of Delaware, Article VII of the Company's Third Amended and Restated
Certificate of Incorporation (the "Certificate") provides that no director of
the Company shall be personally liable to the Company or its stockholders for
monetary damages for breach of fiduciary duty as a director, except for
liability (i) for any breach of the director's duty of loyalty to the Company or
its stockholders, (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) in respect of
certain unlawful dividend payments or stock redemptions or repurchases, or (iv)
for any transaction from which the director derived an improper personal
benefit. In addition, the Certificate provides that if the Delaware General
Corporation Law is amended to authorize the further elimination or limitation of
the liability of directors, then the liability of a director of the Corporation
shall be eliminated or limited to the fullest extent permitted by the Delaware
General Corporation Law, as so amended.
Article V of the Company's Amended and Restated By-laws provides for
indemnification by the Company of its officers and certain non-officer employees
under certain circumstances against expenses (including attorneys fees,
judgments, fines, taxes, penalties and amounts paid in settlement) reasonably
incurred in connection with the defense or settlement of any threatened, pending
or completed legal proceeding in which any such person is involved by reason of
the fact that such person is or was an officer or employee of the Company if
such person acted in good faith and in a manner he or she reasonably believed to
be in or not opposed to the best interests of the Company, and, with respect to
criminal actions or proceedings, if such person had no reasonable cause to
believe his or her conduct was unlawful.
The Amended and Restated Stockholders' Agreement, filed as Exhibit 4.2
to the Company's registration statement on Form S-1 (File No. 33-93290) filed on
June 8, 1995, as amended (the "Form S-1"), provides for indemnification by the
Company of its existing principal stockholders and the controlling persons of
such stockholders (one of whom is a director of the Company) against certain
liabilities arising under the securities laws.
Under Section 7 of the Underwriting Agreement filed as Exhibit 1.1 to
the Form S-1, the underwriters of the Company's initial public offering have
agreed to indemnify, under certain conditions, the Company, its directors,
certain of its officers and persons who control the Company within the meaning
of the Securities Act of 1933, as amended (the "Securities Act"), against
certain liabilities.
The Company carries directors' and officers' liability insurance
covering its directors and officers.
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ITEM 16. EXHIBITS.
4.1 Third Amended and Restated Certificate of Incorporation
(incorporated herein by reference to such exhibit filed as an
exhibit to the Company's Quarterly Report on Form 10-Q for the
quarter ended September 30, 1995).
4.2 Amended and Restated By-laws (incorporated herein by reference
to such exhibit filed as an exhibit to the Company's Quarterly
Report on Form 10-Q for the quarter ended September 30, 1995).
4.3 Investment and Stockholders' Agreement, dated as of March 14,
1996, by and among the Company and the parties listed on
Schedule A thereto (incorporated herein by reference to such
exhibit filed as an exhibit to the Company's Current Report on
Form 8-K, filed March 29, 1996, as amended).
4.4 Amended and Restated Stockholder's Agreement by and among SAMA
Holdings, Inc., the TA Investors, as defined therein, the
NationsBank Investors, as defined therein, Summit Hospital
Corporation and the additional parties listed on Schedule B
thereto, amended and restated as of June 5, 1995 and effective
as of November 28, 1994 (incorporated herein by reference to
such exhibit filed as an exhibit to the Company's Registration
Statement on Form S-1 (File No. 33-93290) filed on June 8,
1995, as amended).
4.5 Amendment to Stockholders' Agreement by and among SAMA
Holdings, Inc., the TA Investors, as defined therein, the
NationsBank Investors, as defined therein, Summit Hospital
Corporation and the additional parties listed on Schedule B
thereto, as amended and restated as of June 5, 1995, and
effective as of November 28, 1994, dated as of October 27,
1995 (incorporated herein by reference to such exhibit filed
as an exhibit to the Company's Quarterly Report on Form 10-Q
for the quarter ended September 30, 1995).
5.1 Opinion of Goodwin, Procter & Hoar LLP as to the legality
of the securities being registered.
23.1 Consent of Arthur Andersen LLP, Independent Certified Public
Accountants.
23.2 Consent of Goodwin, Procter & Hoar LLP(included in Exhibit 5.1
hereto).
24.1 Powers of Attorney (included on the signature page of this
Registration Statement).
ITEM 17. UNDERTAKINGS.
-------------
(a) The Company hereby undertakes:
(1) To file, during any period in which offers or sales are being
made pursuant to this Registration Statement, a post-effective amendment to this
Registration Statement:
(i) To include any prospectus required by Section 10(a)
(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the Registration Statement
(or the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental change
in the information set forth in this Registration Statement; and
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in this
Registration Statement or any material change to such information
in this Registration Statement.
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) shall not apply if
the information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the registrant pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in this Registration
Statement;
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(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof; and
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(b) The Company hereby undertakes that, for purposes of determining any
liability under the Securities Act of 1933, each filing of the Company's annual
report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act
of 1934 that is incorporated by reference in this 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.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Company pursuant to the foregoing provisions, 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 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 Act and will be governed by the final adjudication of
such issue.
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SIGNATURES
Pursuant to 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 for 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 Hollywood, State of Florida, on May 14, 1997.
SHERIDAN HEALTHCARE, INC.
By: /s/Mitchell Eisenberg
--------------------------------------
Mitchell Eisenberg, M.D.
Chairman,President and Chief Executive Officer
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints
Mitchell Eisenberg, M.D. and Jay A. Martus, Esq., and each of them, as her or
his true and lawful attorney-in-fact and agent, with full power of substitution,
for her or him and in her or his name, place and stead, in any and all
capacities to sign any or all amendments or post-effective amendments to this
registration statement (or any registration statement for the same offering 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 attorney-in-fact and agent 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 to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and agent
or her or his substitute 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 below by the following persons in the
capacities and on the date indicated.
Signature Title Date
/s/Mitchell Eisenberg Chairman of the Board of Directors, May 14, 1997
- -------------------------- President and Chief Executive Officer
Mitchell Eisenberg, M.D. (Principal Executive Officer)
/s/Michael F. Schundler Chief Operating Officer and Chief May 14, 1997
- -------------------------- Financial Officer (Principal Financial
Michael F. Schundler Officer and Principal Accounting Officer)
/s/ Lewis D. Gold Executive Vice President-Business May 14, 1997
- ------------------------ Development and Director
Lewis D. Gold, M.D.
/s/ Robert W. Daly Director May 14, 1997
- --------------------------
Robert W. Daly
/s/ Henry F. Golembesky Director May 14, 1997
- --------------------------
Henry E. Golembesky, M.D.
/s/ Neil A. Natkow Director May 14, 1997
- --------------------------
Neil A. Natkow, D. O.
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EXHIBIT INDEX
Exhibit No. Description
- ----------- -----------
4.1 Third Amended and Restated Certificate of Incorporation
(incorporated herein by reference to such exhibit filed as
an exhibit to the Company's Quarterly Report on Form 10-Q
for the quarter ended September 30, 1995).
4.2 Amended and Restated By-laws ( incorporated herein by
reference to such exhibit filed as an exhibit to the
Company's Quarterly Report on Form 10-Q for the quarter
ended September 30, 1995).
4.3 Investment and Stockholders' Agreement, dated as of March
14, 1996, by and among the Company and the parties listed on
Schedule A thereto (incorporated herein by reference
to such exhibit filed as an exhibit to the Company's
Current Report on Form 8-K, filed March 29, 1996, as
amended).
4.4 Amended and Restated Stockholder's Agreement by and among
SAMA Holdings, Inc., the TA Investors, as defined therein,
the NationsBank Investors, as defined therein, Summit
Hospital Corporation and the additional parties listed on
Schedule B thereto, amended and restated as of June 5, 1995
and effective as of November 28, 1994 (incorporated
herein by reference to such exhibit filed as an exhibit
to the Company's Registration Statement on Form S-1 (File
No. 33-93290) filed on June 8, 1995, as amended).
4.5 Amendment to Stockholders' Agreement by and among SAMA
Holdings, Inc., the TA Investors, as defined therein, the
NationsBank Investors, as defined therein, Summit Hospital
Corporation and the additional parties listed on Schedule B
thereto, as amended and restated as of June 5, 1995, and
effective as of November 28, 1994, dated as of October 27,
1995 (incorporated herein by reference to such exhibit filed
as an exhibit to the Company's Quarterly Report on Form 10-Q
for the quarter ended September 30, 1995).
5.1 Opinion of Goodwin, Procter & Hoar LLP as to the legality of
the securities being registered.
23.1 Consent of Arthur Andersen LLP, Independent Certified Public
Accountants.
23.2 Consent of Goodwin, Procter & Hoar LLP (included in Exhibit
5.1 hereto).
24.1 Powers of Attorney (included on the signature page of this
Registration Statement).
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Exhibit 5.1
GOODWIN, PROCTER & HOAR LLP
COUNSELORS AT LAW
EXCHANGE PLACE
BOSTON, MASSACHUSETTS 02109-2881
May 14, 1997
Sheridan Healthcare, Inc.
4651 Sheridan Street, Suite 400
Hollywood, Florida 33021
Ladies and Gentlemen:
This opinion is furnished in connection with the filing by Sheridan
Healthcare, Inc., a Delaware corporation (the "Company"), with the Securities
and Exchange Commission under the Securities Act of 1933, as amended (the
"Act"), of a Registration Statement on Form S-3 (the "Registration Statement")
relating to 289,596 shares of Common Stock, par value $.01 per share ("Common
Stock"), of the Company (the "Registered Shares").
In connection with rendering this opinion, we have examined the
Certificate of Incorporation and By-Laws of the Company, each as amended to
date; such records of the corporate proceedings of the Company as we deemed
material; and such other certificates, receipts, records and documents as we
considered necessary for the purposes of this opinion. In our examination, we
have assumed the genuineness of all signatures, the legal capacity of natural
persons, the authenticity of all documents submitted to us as certified,
photostatic or facsimile copies, the authenticity of the originals of such
copies and the authenticity of telephonic confirmations of public officials and
others. As to facts material to our opinion, we have relied upon certificates or
telephonic confirmations of public officials and certificates, documents,
statements and other information of the Company or representatives or officers
thereof.
We are attorneys admitted to practice in The Commonwealth of
Massachusetts. We express no opinion concerning the laws of any jurisdictions
other than the laws of the United States of America and The Commonwealth of
Massachusetts and the Delaware General Corporation Law.
Based upon the foregoing, we are of the opinion that the Registered
Shares have been validly issued and are fully paid and nonassessable.
The foregoing assumes that all requisite steps were taken to comply with
the requirements of the Act and applicable requirements of state laws regulating
the offer and sale of securities.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to us with respect to this opinion
under the heading "Legal Matters" in the Prospectus which is a part of such
Registration Statement.
Very truly yours
GOODWIN, PROCTER & HOAR LLP
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Exhibit 23.1
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
As independent certified public accountants, we hereby consent to the
incorporation by reference in this Registration Statement on Form S-3 of our
reports dated February 21, 1997 (except for the matter discussed in Note 12, as
to which the date is March 17, 1997) included in Sheridan Healthcare, Inc.'s
Annual Report on Form 10-K for the year ended December 31, 1996 and to all
references to our Firm included in this Registration Statement.
ARTHUR ANDERSEN LLP
Miami, Florida,
May 14, 1997.
