-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, DA7e2BilH2AjsoxoOcwDqkwXEPe2fwffgBsNZmDkdHe0hQyB6D3ihvG6XCZD6Nuj vfv+zVl+5PbMz0ISVeqIhw== 0000904456-97-000129.txt : 19970801 0000904456-97-000129.hdr.sgml : 19970801 ACCESSION NUMBER: 0000904456-97-000129 CONFORMED SUBMISSION TYPE: S-2MEF PUBLIC DOCUMENT COUNT: 4 333-30193 FILED AS OF DATE: 19970730 EFFECTIVENESS DATE: 19970730 SROS: AMEX FILER: COMPANY DATA: COMPANY CONFORMED NAME: HANGER ORTHOPEDIC GROUP INC CENTRAL INDEX KEY: 0000722723 STANDARD INDUSTRIAL CLASSIFICATION: ORTHOPEDIC, PROSTHETIC & SURGICAL APPLIANCES & SUPPLIES [3842] IRS NUMBER: 840904275 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-2MEF SEC ACT: 1933 Act SEC FILE NUMBER: 333-32495 FILM NUMBER: 97648612 BUSINESS ADDRESS: STREET 1: 7700 OLD GEORGETOWN RD 2ND FL CITY: BETHESDA STATE: MD ZIP: 20814 BUSINESS PHONE: 3019860701 MAIL ADDRESS: STREET 2: 7700 OLD GEORGETOWN RD 2ND FL CITY: BETHESDA STATE: MD ZIP: 20814 FORMER COMPANY: FORMER CONFORMED NAME: SEQUEL CORP DATE OF NAME CHANGE: 19890814 FORMER COMPANY: FORMER CONFORMED NAME: CELLTECH COMMUNICATIONS INC DATE OF NAME CHANGE: 19860304 S-2MEF 1 SEC File No. 333-______ As Filed With The Securities And Exchange Commission on July 30, 1997 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-2 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 HANGER ORTHOPEDIC GROUP, INC. ------------------------------------------------------------------- (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) DELAWARE ------------------------------------------------------------------- (STATE OR OTHER JURISDICTION OF INCORPORATION OR ORGANIZATION) 84-0904275 ------------------------------------------------------------------- (I.R.S. EMPLOYER IDENTIFICATION NUMBER) 7700 OLD GEORGETOWN ROAD BETHESDA, MD 20814 (301) 986-0701 ------------------------------------------------------------------- (ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES) IVAN R. SABEL CHAIRMAN OF THE BOARD, PRESIDENT AND CHIEF EXECUTIVE OFFICER HANGER ORTHOPEDIC GROUP, INC. 7700 OLD GEORGETOWN ROAD BETHESDA, MD 20814 (301) 986-0701 ------------------------------------------------------------------- (NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE) PLEASE SEND COPIES OF COMMUNICATIONS TO: ARTHUR H. BILL, ESQ. MICHAEL J. SILVER, ESQ. FREEDMAN, LEVY, KROLL & SIMONDS HOGAN & HARTSON, L.L.P. 1050 CONNECTICUT AVE., N.W. 111 SOUTH CALVERT STREET WASHINGTON, D.C. 20036 BALTIMORE, MD 21202 Approximate date of commencement of proposed sale to the public: As soon 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. [ ] If the Registrant elects to deliver its latest annual report to security holders, or a complete and legible facsimile thereof, pursuant to Item 11(a)(1) of this form, 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. [X] 333-30193 --------- 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. [ ] ----------------------------- CALCULATION OF REGISTRATION FEE Proposed Proposed Title of Maximum Maximum Shares Offering Aggregate Amount of to be Amount to be Price Offering Registration Registered Registered Per Share (1) Price (1) Fee -------------------------------------------------------------------------------------------- Common Stock, par value $.01 per share 575,000 shares(2) $10.875 $6,253,125.00 $1,894.89 ============================================================================================ (1) Estimated in accordance with Rule 457(c) under the Securities Act of 1933 solely for the purpose of determining the registration fee and based on the average of the high and low prices of the Common Stock on the American Stock Exchange on July 23, 1997. (2) Includes 75,000 shares issuable upon exercise of the Underwriters' over-allotment option.
-2- ----------------------------- STATEMENT PURSUANT TO RULE 462(B) The contents of the Registrant Statement on Form S-2 (File No. 333-30193) are incorporated by reference into, and shall be part of, this Registration Statement. ----------------------------- INCORPORATION OF CERTAIN INFORMATION BY REFERENCE The information in the Registration Statement on Form S-2 filed by Hanger Orthopedic Group, Inc. with the Securities and Exchange Commission (Registration No. 333-30193) pursuant to the Securities Act of 1933 is incorporated by reference into this Registration Statement. -3- PART II INFORMATION NOT REQUIRED IN PROSPECTUS ITEM 16. EXHIBITS. All exhibits filed with or incorporated by reference in Form S-2 Registration Statement No. 333-30193 are incorporated by reference into, and shall be deemed part of, this Registration Statement, except the following which are filed herewith or incorporated by reference herein: 5.1 - Opinion of Freedman, Levy, Kroll & Simonds (filed herewith) 23.1 - Consent of Coopers & Lybrand L.L.P. (filed herewith) 23.2 - Consent of Windham Brannon, P.C. (filed herewith) II-1 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-2 and has duly caused this Registration Statement or amendment thereto to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Bethesda, State of Maryland, on this 30th day of July, 1997. HANGER ORTHOPEDIC GROUP, INC. (Registrant) By: /s/IVAN R. SABEL ----------------- Ivan R. Sabel Chairman of the Board, President and Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, this Registration Statement or amendment thereto has been signed below by the following persons in the capacities and on the dates indicated:
Signature Title Date --------- ----- ---- /s/IVAN R. SABEL Chairman of the Board, July 30, 1997 ------------------------- Chief Executive Officer Ivan R. Sabel and Director (Principal Executive Officer) /s/RICHARD A. STEIN Vice President-Finance, July 30, 1997 ------------------------- Treasurer and Secretary Richard A. Stein (Principal Financial and Accounting Officer) /s/MITCHELL J. BLUTT Director July 30, 1997 ------------------------- Mitchell J. Blutt, M.D. /s/EDMOND E. CHARRETTE Director July 30, 1997 ------------------------- Edmond E. Charrette, M.D. /s/THOMAS P. COOPER Director July 30, 1997 ------------------------- Thomas P. Cooper, M.D. II-2 /s/ROBERT J. GLASER Director July 30, 1997 ------------------------- Robert J. Glaser, M.D. --------------------------- Director ______________ James G. Hellmuth /s/WILLIAM L. MCCULLOCH Director July 30, 1997 --------------------------- William L. McCulloch /s/DANIEL A. MCKEEVER Director July 30, 1997 --------------------------- Daniel A. McKeever /s/H.E. THRANHARDT Director July 30, 1997\ --------------------------- H.E. Thranhardt
II-3 EX-5.1 2 EXHIBIT 5.1 Law Offices Freedman, Levy, Kroll & Simonds Washington Square, 1050 Connecticut Ave., N.W. Washington, D.C. 20036-5366 (202) 457-5100 Cable "Attorneys" Telecopier: 202-457-5151 July 30, 1997 Securities and Exchange Commission 450 Fifth Street, N.W. Washington, D.C. 20549 Re: Hanger Orthopedic Group, Inc. Registration Statement on Form S-2 ---------------------------------- Gentlemen: We are counsel to Hanger Orthopedic Group, Inc. (the "Company") and have represented the Company in connection with the Registration Statement on Form S-2 being filed by it today with the Commission (together with all exhibits thereto, the "Registration Statement"). The Registration Statement relates to an underwritten public offering by the Company of up to 5,750,000 shares of the Company's common stock, par value of $.01 per share, (the "Shares") to be made through a group of underwriters represented by Alex. Brown & Sons Incorporated, Montgomery Securities and Legg Mason Wood Walker Inc. Such amount includes 750,000 Shares underlying an over-allotment option granted to the underwriters. This opinion is being delivered to the Commission as Exhibit 5.1 to the Registration Statement to cover the additional 575,000 shares being registered pursuant to this July 30, 1997 filing. We have examined (1) the Articles of Incorporation, and all amendments thereto, certified by the Secretary of State of the State of Delaware, (2) the By-Laws of the Company, certified by the Secretary of the Company as being those currently in effect, (3) the Registration Statement, and (4) such other corporate records, certificates, documents and other instruments as in our opinion are necessary or appropriate in connection with expressing the opinions set forth below. Based upon the foregoing, it is our opinion that: 1. The Company is a corporation duly organized and validly existing under the laws of the State of Delaware. 2. When the Shares shall have been paid for and issued in accordance with the terms of the Underwriting Agreement and as provided in the Registration Statement, the Shares thus sold will be legally issued, fully paid and non-assessable. This firm hereby consents to the reference to it under the heading "Legal Matters" appearing in the Prospectus which is part of the Registration Statement. Sincerely, FREEDMAN, LEVY, KROLL & SIMONDS 2 EX-23.1 3 EXHIBIT 23.1 CONSENT OF INDEPENDENT ACCOUNTANTS We consent to the inclusion in this Registration Statement on Form S-2 of (i) our report, dated March 21, 1997, except as to the information presented in the third paragraph of Note D, for which the date is March 27, 1997, on our audits of the consolidated financial statements of Hanger Orthopedic Group, Inc. and subsidiaries as of December 31, 1995 and 1996, and for the years ended December 31, 1994, 1995 and 1996; (ii) our report, dated April 18, 1997, on our audits of the financial statements of ACOR Orthopaedic, Inc. - Retail Division as of December 31, 1995 and 1996, and for the years then ended; and (iii) our report, dated June 12, 1997, on our audits of the combined financial statements of Ft. Walton Orthopedic Inc. and Mobile Limb and Brace Inc. as of December 31, 1995 and 1996, and for the years then ended. We also consent to the reference to our firm under the caption "Experts." COOPERS & LYBRAND L.L.P. Philadelphia, Pennsylvania July 30, 1997 EX-23.2 4 EXHIBIT 23.2 CONSENT OF INDEPENDENT ACCOUNTANTS We consent to the inclusion in this Registration Statement on Form S-2 of our report, dated February 23, 1996, on our audits of the consolidated financial statements of J.E. Hanger, Inc. of Georgia, as of December 31, 1994 and 1995, and for the years ended December 31, 1993, 1994 and 1995. We also consent to the reference to our firm under the caption "Experts." WINDHAM BRANNON, P.C. Atlanta, Georgia July 30, 1997 -----END PRIVACY-ENHANCED MESSAGE-----