<PAGE>
As filed with the Securities and Exchange Commission on November 12, 1997
Registration No. 333-26137
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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Amendment No. 6 to
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FORM S-1
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
-----------------------------
PHYSICIANS QUALITY CARE, INC.
(Exact name of registrant as specified in its charter)
Delaware 8011 04-3267297
(State or other jurisdiction (Primary Standard Industrial (I.R.S. Employer
of incorporation or Classification Code Number) Identification No.)
organization)
950 Winter Street, Suite 2410
Waltham, Massachusetts 02154
(617) 890-5560
(Address, including zip code, and telephone number,
including area code of registrant's principal executive offices)
--------------------------------------
Jerilyn P. Asher
Chief Executive Officer and Chairman of the Board
PHYSICIANS QUALITY CARE, INC.
950 Winter Street, Suite 2410
Waltham, Massachusetts 02154
(617) 890-5560
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
------------------------------------
Copies to:
Thomas E. Neely, Esq.
Hale and Dorr LLP
60 State Street
Boston, Massachusetts 02109
(617) 526-6000
Approximate date of commencement of proposed
sale to the public: As promptly as practicable after
this Registration Statement becomes effective.
---------------------------------
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 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: [_]
---------------------------------
The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant shall
file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
<PAGE>
EXPLANATORY NOTE
This Amendment No.6 to the Registration Statement is being filed solely
for the purpose of filing Part II of the Registration Statement.
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 13. Other Expenses of Issuance and Distribution
The following table sets forth the various expenses in connection with
the sale and distribution of the securities being registered. All amounts shown
are estimates except for the Securities and Exchange Commission registration
fee.
<TABLE>
<S> <C>
SEC Registration Fee.................................................................... $ 4,800
Blue Sky Fees and Expenses.............................................................. 5,000
Accounting Fees and Expenses............................................................ 150,000
Legal Fees and Expenses................................................................. 150,000
Printing, Engraving and Mailing Expenses................................................ 10,000
Miscellaneous........................................................................... 29,200
--------
Total.......................................................................... $ 350,000
========
</TABLE>
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Item 14. Indemnification of Directors and Officers
Section 145 of the General Corporation Law of Delaware provides that a
corporation has the power to indemnify a director, officer, employee or agent of
the corporation and certain other persons serving at the request of the
corporation in related capacities against amounts paid and expenses incurred in
connection with an action or proceedings to which he or she is or is threatened
to be made a party by reason of such position, if such person shall have acted
in good faith and in a manner he or she reasonably believed to be in or not
opposed to the best interest of the corporation, and, in any criminal
proceedings, if such person had no reasonable cause to believe his or her
conduct was unlawful; provided that, in the case of actions brought by or in the
right of the corporation, no indemnification shall be made with respect to any
matter as to which such person shall have been adjudged to be liable to the
corporation unless and only to the extent that the adjudicating court determines
that such indemnification is proper under the circumstances.
Article SIXTH of the Registrant's Restated Certificate of Incorporation
provides that a director or officer of the Registrant (a) shall be indemnified
by the Registrant against all expenses (including attorneys' fees), judgments,
fines and amounts paid in settlement reasonably incurred in connection with any
litigation or other legal proceedings (other than an action by or in the right
of the Registrant) brought against such person by virtue of his or her position
as a director or officer of the Registrant if he or she 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 Registrant, and, with respect to any criminal action or
proceedings, had no reasonable cause to believe his or her conduct was unlawful
and (b) shall be indemnified by the Registrant against expenses (including
attorneys' fees) and amounts paid in settlement reasonably incurred in
connection with any action by or in the right of the Registrant if such person
acted in a manner he or she reasonably believed to be in or not opposed to the
best interests of the Registrant, except that no indemnification shall be made
with respect to any such matter as to which such director or officer shall have
been adjudged to be liable to the Registrant, unless and only to the extent that
a court determines that, despite the adjudication of liability but in view of
all the circumstances of the case, such person is fairly and reasonably entitled
to indemnity for such expenses as the court deems proper. Notwithstanding the
foregoing, to the extent that a director or officer has been successful, on the
merits or otherwise, such person shall be indemnified against all expenses
(including attorneys' fees) reasonably incurred by him in connection therewith.
Expenses incurred in defending a civil or criminal action, suit or proceedings
shall be advanced by the Registrant to a director or officer, at his or her
request, upon receipt of an undertaking by the director or officer to repay such
amount if it is ultimately determined that he or she is not entitled to
indemnification.
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<PAGE>
Indemnification is required to be made unless the Registrant determines
(in the manner provided in the Restated Certificate of Incorporation) that the
applicable standard of conduct required for indemnification has not been met. In
the event of a determination by the Registrant that the director or officer did
not meet the applicable standard of conduct required for indemnification, or if
the Registrant fails to make an indemnification payment within 60 days after
such payment is claimed by such person, such person is permitted to petition a
court to make an independent determination as to whether such person is entitled
to indemnification. As a condition precedent to the right of indemnification,
the director or officer must give the Registrant notice of the action for which
indemnity is sought and the Registrant has the right to participate in such
action or assume the defense thereof.
Article SIXTH of the Registrant's Restated Certificate of Incorporation
further provides that the indemnification provided therein is not exclusive, and
provides that in the event that the Delaware General Corporation Law is amended
to expand the indemnification permitted to directors or officer, the Registrant
must indemnify those persons to the fullest extent permitted by such law as so
amended.
The Registrant intends to purchase a general liability insurance policy
which covers certain liabilities of directors and officers of the Registrant
arising out of claims based on acts or omissions in their capacity as directors
or officers.
Article FIFTH of the Registrant's Restated Certificate of Incorporation
provides that, except to the extent that the General Corporation Law of Delaware
prohibits the elimination or limitation of liability of directors for breaches
of fiduciary duty, no directors of the Registrant shall be personally liable to
the Registrant or its stockholders for monetary damages for any breach of
fiduciary duty as a director.
Item 15. Recent Sales of Unregistered Securities
The securities issued or sold by the Company since March 20, 1995, the
date of inception, which were not registered under the Securities Act are listed
below:
(i) In May 1995, the Company issued to an accredited investor a Warrant
to purchase 100,000 shares of Common Stock at $20,000 on or before December 31,
1995. The Warrant was not exercised.
(ii) From June 30, 1995 through March 10, 1997, the Registrant has
issued an aggregate of 726,586 options to purchase shares of Series A Common
Stock under the Registrant's 1995 Equity Incentive Plan (the "1995 Plan") and
90,000 options outside the 1995 Plan. At March 31, 1997, options to purchase
574,836 shares of Class A Common Stock are outstanding under the 1995 Plan.
(iii) On June 21, 1995, the Registrant issued an aggregate of 7,706,250
shares of the original common stock of the Company to its founders at a purchase
price of $0.01 per share. In February 1996, 1,012,500 shares were reacquired as
treasury stock and 6,693,750 shares were converted into Class A Common Stock on
August 30, 1996.
(v) In August 1996, the Company issued to certain accredited investors,
which notes were converted to 402,301 shares of Common Stock.
(vi) From June 30, 1995 through August 1, 1995, the Registrant issued
an aggregate 1,666,151 shares of Series A Preferred Stock and Warrants to
purchase 832,076 Series A Preferred Stock to accredited investors at a purchase
price of $2.40 per share, which shares were subsequently converted into
1,666,151 shares of Class A Common Stock on August 30, 1996.
(vii) On August 30, 1996, pursuant to an affiliation transaction with
seven medical practices, the Registrant issued 2,592,245 shares of Class A
Common Stock with a value of $2.50 per share, in consideration for such
transaction.
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<PAGE>
(viii) Between August 30, 1996 and December 10, 1996, in connection
with a financing transaction with certain institutional investors, the
Registrant issued 2,442,866 shares of Class B-1 Common Stock at a purchase price
of $2.50 per share, 1,557,134 shares of the Class B-2 Common Stock at a purchase
price of $2.50 per share, and warrants.
(ix) On August 30, 1996, in connection with the sale of a convertible
promissory note and warrant dated June 30, 1995, the Registrant issued 625,000
shares of Series A Common Stock to Offshore Health Industries, Inc. at a
purchase price of $2.40 per share.
(x) On August 30, 1996, in connection with a financing, the Registrant
issued 402,300 shares of the Class A Common Stock to accredited investors at a
purchase price of $2.50 per share and warrants to purchase 201,150 Class A
Common Stock.
(xi) On December 11, 1996, pursuant to affiliation transactions with
medical practices, the Registrant issued 6,842,675 shares of Class A Common
Stock and 400,000 options to purchase shares of Class A Common Stock, in
consideration for such transactions.
(xii) On December 31, 1996 and February 11, 1997, the Registrant issued
a total of 614,000 shares of Class A Common Stock to investors at a purchase
price of $2.50 per share.
(x) On January 5, 1997, pursuant to an affiliation transaction with a
medical practice, the Registrant issued 440,000 shares of Class A Common Stock
with a value of $2.50 per share, in consideration for such transaction.
(xi) On February 12, 1997, pursuant to affiliation transactions with
medical practices, the Registrant issued 132,493 shares of Class A Common Stock
with a value of $2.50 per share in consideration for such transaction.
(xii) On February 14, 1997, pursuant to a Letter Agreement between the
Registrant and Bankers Trust Investment Partners, Inc. ("BTIP") the Registrant
issued 63,000 shares of Class B Common Stock to BTIP at a purchase price of
$2.50 per share.
(xiii) On April 18, 1997, the Registrant issued 600,000 shares of
Series B Common Stock and warrants to purchase 865,500 shares of Class B Common
Stock to the Bain Funds for $1.5 million in consideration.
(xiv) On June 23, 1997 the Registrant issued 7,692,309 shares of Class
C Common Stock and warrants to purchase 7,692,309 shares of Class C Common Stock
to certain Institutional Investors at $3.25 per share.
(xv) On June 30, 1997, the Registrant issued 667,800 shares of Class A
Common Stock to certain accredited investors at a purchase price of $2.50 per
share.
The shares of capital stock issued in the above transactions were
offered and sold in reliance upon the exemption from registration under Section
4(2) and Rule 152 under the Securities Act or Regulation D promulgated
thereunder, as transactions by an issuer not involving any public offering, or
Rule 701 promulgated under Section 3(b) of the Securities Act as transactions
pursuant to compensatory benefit plans and compensation as provided under such
Rule 701. The recipients of securities in each such transaction represented
their intentions to acquire the securities for investment only and not with a
view to or for sale in connection with any distribution thereof and appropriate
legends were affixed to the share certificates and warrants issued in such
transaction. All recipients had adequate access, through their relationships
with the Company, to information about the Registrant.
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<PAGE>
Item 16. Exhibits
(a) Exhibits
<TABLE>
<CAPTION>
Exhibit
No. Description
- ------- -----------
<S> <C>
3.1+ Restated Certificate of Incorporation of the Registrant (as amended on June 23,
1997)
3.2+ Amended and Restated By-Laws of the Registrant (as amended on June 19, 1997)
4.1+ Specimen certificate for shares of Common Stock
4.2+ Amended and Restated Class B Common Stock and Warrant Purchase
Agreement dated June 20, 1997, between the Registrant and each of the
Institutional Investors
4.3+ Stockholders Agreement, dated August 30, 1996 (the "Stockholders Agreement),
among the Registrant, the Institutional Investors, each Management Stockholder
from time to time party thereto, each Physician Stockholder from time to time
party thereto and other existing stockholders from time to time party thereto
4.4+ Amendment No. 1 to Stockholders Agreement
4.5+ Amendment No. 2 to Stockholders Agreement
4.6+ Stockholders Agreement dated August 9, 1996 between the Registrant and certain
Springfield Stockholder Physicians.
4.7+ Registration Rights Agreement dated August 9, 1996, by
and among the Registrant and certain Springfield Stockholder Physicians.
5.1+ Opinion of Hale and Dorr LLP
10.1+ 1995 Equity Incentive Plan form of non-statutory stock option agreement
10.2+ Management Agreement dated August 30, 1996, between the Registrant and Bain
Capital Partners V, L.P., a Delaware limited partnership
10.3+ Lease dated November 1995 between Shorenstein Management, Inc. as trustee for
SRI Two Realty Trust and the Registrant
10.4+ Lease dated December 9, 1996 between Steven M. Roberts, trustee of
Northernedge/Plant One Realty Trust and the Registrant
10.5+ Maryland Full-Service Office Lease of Camden Yards North Warehouse dated
October 12, 1995, by and between the Maryland Stadium Authority and the
Registrant
10.6+ Form of Merger Agreement dated December 11, 1996, among the Registrant, the
Flagship Affiliated Group and certain of the Flagship Stockholder Physicians
and their practices.
10.7+ Form of Asset Purchase Agreement dated December 11, 1996, among the
Registrant, the Flagship Affiliated Group and certain of the Flagship Stockholder
Physicians and their practices
10.8+ Form of Affiliated Agreement dated December 11, 1996, among the Registrant,
the Flagship Affiliated Group and certain of the Flagship Stockholder Physicians
</TABLE>
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<PAGE>
<TABLE>
<CAPTION>
Exhibit
No. Description
- ------- -----------
<S> <C>
10.9+ Services Agreement dated December 11, 1996, between the Registrant and the
Flagship Affiliated Group (the "Flagship Service Agreement")
10.10+ Form of Employment Agreement dated December 11, 1996, between the Flagship
Affiliated Group and each Flagship Stockholder Physician
10.11+ Form of Shareholder Designation and Stock Transfer Agreement dated
December 11, 1996, among the Registrant, the Flagship Affiliated Group and the
Flagship Affiliated Group Stockholder, Laura M. Mumford, M.D.
10.12+ Form of Merger Agreement among the Registrant, the Springfield Affiliated
Group and the Springfield Stockholder Physicians and their practices
10.13+ Form of Asset Purchase Agreement among the Registrant, the Springfield
Affiliated Group and certain Springfield Stockholder Physicians
10.14+ Form of Employment Agreement between the Springfield Affiliated Group and
certain Springfield Stockholder Physicians, including General Terms and
Conditions of Employment for the Springfield Affiliated Group and Form of
Addendum thereto relating to the Springfield Stockholder Physicians
10.15+ Form of Affiliation Agreement dated August 30, 1996, among the Registrant, the
Springfield Affiliated Group and the Springfield Stockholder Physicians
10.16+ Services Agreement dated August 30, 1996, among the Registrant and the
Springfield Affiliated Group
10.17+ Shareholder Designation and Stock Transfer Agreement dated August 9, 1996,
among the Registrant, the Springfield Affiliated Group and the Springfield
Affiliated Group Stockholder, Jay Ungar, M.D.
10.18+ Credit Agreement dated January 16, 1997 among the Registrant, Banker's Trust
Company, as Agent, and various lending institutions
10.19+ Employment Agreement dated June 21, 1995 between the Registrant and Jerilyn
P. Asher, as amended in January 1996 and on August 30, 1996
10.20+ Employment Agreement dated June 21, 1995 between the Registrant and Arlan F.
Fuller, M.D., as amended in January 1996
10.21+ Office Building Lease dated March 18, 1997, by and between Harbor Court
Associates and the Registrant
10.22+ Amended and Restated Services Agreement dated July , 1997, among Flagship Health
II, P.A. ("Flagship II") and the Registrant
10.23+ Agreement dated July 31, 1997 by and among the Registrant, Flagship, Flagship II and
the Stockholders and Optionholders of Clinical Associates
10.24+ Merger Agreement dated July 31, 1997, between the Registrant, Flagship II, Clinical
Associates and the Stockholders and Optionholders of Clinical Associates.
10.25+ Amendment to the Management Agreement (Exhibit 10.2)
11.1+ Statement regarding computation of earnings per share
21.1+ Subsidiaries of the Registrant
23.1+ Consent of Hale and Dorr LLP (contained in Exhibit 5.1)
23.2+ Consent of Ernst & Young LLP, Independent Auditors
23.3+ Consent of Scheiner, Mister & Grandizio, P.A., Independent Auditors
24.1+ Power of Attorney (See Page II-7 to Registration Statement as originally filed)
27+ Financial Data Schedule
</TABLE>
............................
+ Previously filed.
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<PAGE>
Item 17. Undertakings
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 provisions contained in the Restated Certificate of
Incorporation and Amended and Restated By-Laws of the Registrant and the laws of
the State of Delaware, or otherwise, the Registrant has been advised that in the
opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the 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 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:
(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 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 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.
(4) To respond to requests for information that is
incorporated by reference into the prospectus pursuant to Item 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.
(5) 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.
II-6
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant has duly caused this Registration Statement to be signed on its
behalf by the undersigned, in the City of Waltham, Commonwealth of
Massachusetts, on the 12th day of November, 1997.
PHYSICIANS QUALITY CARE, INC.
By: /s/ Jerilyn P. Asher
--------------------------------------
Jerilyn P. Asher
Chief Executive Officer, Secretary and
Chairman of the Board
Pursuant to the requirements of the Securities Act of 1933, as amended,
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/ Jerilyn P. Asher Chief Executive Officer, Secretary November 12, 1997
- ----------------------------------- and Chairman of the Board
Jerilyn P. Asher (Principal Executive Officer)
/s/ Samantha J. Trotman Chief Financial Officer November 12, 1997
- ----------------------------------- (Principal Financial and
Samantha J. Trotman Accounting Officer)
* President and Director November 12, 1997
- -----------------------------------
Dana Frank, M.D.
* Executive Vice President, Medical November 12, 1997
- ----------------------------------- Affairs and Director
Arlan F. Fuller, Jr., M.D.
* Director November 12, 1997
- -----------------------------------
Alphonse Calvanese, M.D.
* Director November 12, 1997
- -----------------------------------
Leslie Fang, M.D.
* Director November 12, 1997
- -----------------------------------
Stephen G. Pagliuca
</TABLE>
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<PAGE>
<TABLE>
Signature Title Date
--------- ----- ----
<S> <C> <C>
* Director November 12, 1997
--------------------------------
Marc Wolpow
* Director November 12, 1997
- ---------------------------------
Ira Fine, M.D.
Director November 12, 1997
- ---------------------------------
Timothy T. Weglicki
*By Jerilyn P. Asher
Attorney-in-Fact
/s/ Jerilyn P. Asher
- ---------------------------------
Jerilyn P. Asher
</TABLE>
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