S-4/A 1 ds4a.txt AMENDMENT NO. 1 TO FORM S-4 REGISTRATION STATEMENT As filed with the Securities and Exchange Commission on July 10, 2001 Registration No. 333-63828 -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 --------------- AMENDMENT No. 1 To FORM S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 --------------- SELECT MEDICAL CORPORATION (Exact name of Registrant as specified in its charter)
Delaware 8093 23-2872718 (State or Other Jurisdiction (Primary Standard Industrial (I.R.S. Employer of Incorporation or Organization) Classification Code Number) Identification No.)
--------------- 4716 Old Gettysburg Road P.O. Box 2034 Mechanicsburg, Pennsylvania 17055 (717) 972-1100 (Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant's Principal Executive Offices) --------------- See Table of Additional Registrants Below --------------- Michael E. Tarvin, Esq. 4716 Old Gettysburg Road P.O. Box 2034 Mechanicsburg, Pennsylvania 17055 (717) 972-1100 (Name, address including zip code, and telephone number, including area code, of agent for service) --------------- With a Copy to: Christopher G. Karras, Esq. Dechert 4000 Bell Atlantic Tower 1717 Arch Street Philadelphia, Pennsylvania, 19103 (215) 994-4000 --------------- Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after this Registration Statement becomes effective. If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, 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, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [_] If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [_] The Registrants hereby amend 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 this Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine. Table of Additional Registrants
State of Incorporation or IRS Employer Name Organization Identification No. ---- ---------------- ------------------ Abel Center for Rehabilitation Therapies, Inc. Oregon 93-1142552 Abel Healthcare Network, Inc. Oregon 93-1131111 Affiliated Physical Therapists, Ltd. Arizona 86-0489265 Allegany Hearing and Speech Inc. Maryland 52-1472846 American Transitional Hospitals, Inc. Delaware 76-0232151 Athens Sports Medicine Clinic, Inc. Georgia 58-1442208 Ather Sports Injury Clinic, Inc. California 97-272879 Atlantic Health Group, Inc. Delaware 51-0364566 Atlantic Rehabilitation Services, Inc. New Jersey 22-2214110 Avalon Rehabilitation & Healthcare, LLC Delaware 23-2980113 Boca Rehab Agency, Inc. Delaware 65-0366469 Buendel Physical Therapy, Inc. Florida 65-0008000 C.E.R. West, Inc. Michigan 38-3027085 C.O.A.S.T. Institute Physical Therapy, Inc. California 23-2727340 CCISUB, Inc. North Carolina 56-1342767 CMC Center Corporation California 97-2563269 Cenla Physical Therapy & Rehabilitation Agency, Inc. Louisiana 72-0800244 Center for Evaluation & Rehabilitation, Inc. Michigan 38-2362109 Center for Physical Therapy & Sports Rehabilitation, Inc. New Mexico 85-0364910 CenterTherapy, Inc. Minnesota 41-1255299 Champion Physical Therapy, Inc. Pennsylvania 25-1713794 Connecticut NovaCare Ventures, Inc. Connecticut 06-1319031 Coplin Physical Therapy Associates, Inc. Minnesota 41-1402188 Crowley Physical Therapy Clinic, Inc. Louisiana 72-1207656 Douglas Avery & Associates, Ltd. Virginia 54-1323120 Douglas C. Claussen, R.P.T., Physical Therapy, Inc. California 94-2828815 Elk County Physical Therapy, Inc. Pennsylvania 25-1694794 Fine, Bryant & Wah, Inc. Maryland 52-1022420 Francis Naselli, Jr. & Stewart Rich Physical Therapists, Inc. Pennsylvania 23-2028573 Gallery Physical Therapy Center, Inc. Minnesota 41-1508202 Georgia NovaCare Ventures, Inc. Georgia 58-2146248 Georgia Physical Therapy of West Georgia, Inc. Georgia 58-1827718 Georgia Physical Therapy, Inc. Georgia 58-1305983 GP Therapy, L.L.C. Georgia 58-2216877 Greater Sacramento Physical Therapy Associates, Inc. California 68-0165676 Grove City Physical Therapy and Sports Medicine, Inc. Pennsylvania 25-1766476 Gulf Breeze Physical Therapy, Inc. Florida 59-2202550 Gulf Coast Hand Specialists, Inc. Florida 59-3217476 Hand Therapy Associates, Inc. Arizona 86-0336407 Hand Therapy and Rehabilitation Associates, Inc. California 77-0012421 Hangtown Physical Therapy, Inc. California 94-2259895 Hawley Physical Therapy, Inc. California 77-0187472 Human Performance and Fitness, Inc. California 93-0948981 Indianapolis Physical Therapy and Sports Medicine, Inc. Indiana 35-1436134 Intensiva Healthcare Corporation Delaware 43-1690769 Intensiva Hospital of Greater St. Louis, Inc. Missouri 43-1726282 Joyner Sports Science Institute, Inc. Pennsylvania 23-2888279 Joyner Sportsmedicine Institute, Inc. Pennsylvania 23-2696896
i
State of Incorporation or IRS Employer Name Organization Identification No. ---- ---------------- ------------------ Kentucky Rehabilitation Services, Inc. Kentucky 61-1205126 Kesinger Physical Therapy, Inc. California 94-2611032 Lynn M. Carlson, Inc. Arizona 86-0429011 Mark Butler Physical Therapy Center, Inc. New Jersey 22-3121482 Metro Rehabilitation Services, Inc. Michigan 38-2371931 Michigan Therapy Centre, Inc. Michigan 38-2828917 MidAtlantic Health Group, Inc. Delaware 51-0371296 Monmouth Rehabilitation, Inc. New Jersey 22-2308963 New England Health Group, Inc. Massachusetts 04-3296305 New Mexico Physical Therapists, Inc. New Mexico 85-0284878 Northside Physical Therapy, Inc. Ohio 35-1569389 NovaCare Health Group, L.L.C. Delaware 25-1877030 NovaCare Occupational Health Services, Inc. Delaware 23-2884053 NovaCare Outpatient Rehabilitation, Inc. Kansas 48-0916409 NovaCare Outpatient Rehabilitation East, Inc. Delaware 23-2862027 NovaCare Outpatient Rehabilitation West, Inc. Delaware 23-2862029 NovaCare Rehabilitation, Inc. Minnesota 36-4071272 NW Rehabilitation Associates, L.P. Delaware 25-1844938 Ortho Rehab Associates, Inc. Florida 65-0075347 Orthopedic and Sports Physical Therapy of Cupertino, Inc. California 94-2483339 P.T. Services Company Ohio 34-1726528 P.T. Services, Inc. Ohio 34-1113297 P.T. Services Rehabilitation, Inc. Ohio 34-1222395 Peter Trailov R.P.T. Physical Therapy Clinic, Orthopaedic Rehabilitation & Sports Medicine, Ltd. Illinois 36-3229108 Peters, Starkey & Todrank Physical Therapy Corporation California 94-2363553 Physical Focus, Inc. Delaware 68-0291690 Physical Rehabilitation Partners, Inc. Louisiana 72-0896478 Physical Therapy Enterprises, Inc. Arizona 86-0695632 Physical Therapy Institute, Inc. Louisiana 72-1034266 Physical Therapy Services of the Jersey Cape, Inc. New Jersey 22-3058977 Physio-Associates, Inc. Pennsylvania 25-1353511 Pro Active Therapy, Inc. North Carolina 56-1859040 Pro Active Therapy of Ahoskie, Inc. North Carolina 56-1975154 Pro Active Therapy of Gaffney, Inc. South Carolina 58-2304811 Pro Active Therapy of Greenville, Inc. North Carolina 56-1960115 Pro Active Therapy of North Carolina, Inc. North Carolina 56-1818102 Pro Active Therapy of South Carolina, Inc. South Carolina 58-2304502 Pro Active Therapy of Virginia, Inc. Virginia 58-2342213 Pro Active Therapy of Rocky Mount, Inc. North Carolina 56-1916359 Professional Therapeutic Services, Inc. Ohio 31-0792815 Quad City Management, Inc. Iowa 42-1363158 RCI (Colorado), Inc. Delaware 84-1196213 RCI (Exertec), Inc. Delaware 23-2726794 RCI (Michigan), Inc. Delaware 23-2768957 RCI (S.P.O.R.T.),Inc. Delaware 36-3879849 RCI (WRS), Inc. Delaware 36-3879850 RCI Nevada, Inc. Delaware 13-3682015 Rebound Oklahoma, Inc. Oklahoma 73-1386799 Redwood Pacific Therapies, Inc. California 77-0325407
ii
State of Incorporation or IRS Employer Name Organization Identification No. ---- -------------------- ------------------ Rehab Advantage, Inc. Delaware 23-2947351 Rehab Managed Care of Arizona, Inc. Delaware 23-2737890 Rehab Provider Network--California, Inc. California 95-4418601 Rehab Provider Network--Delaware, Inc. Delaware 23-2745660 Rehab Provider Network--Georgia, Inc. Georgia 23-2791215 Rehab Provider Network--Indiana, Inc. Indiana 35-1900442 Rehab Provider Network--Maryland, Inc. Maryland 23-2796898 Rehab Provider Network--Michigan, Inc. Michigan 23-2804801 Rehab Provider Network--New Jersey, Inc. New Jersey 23-2745661 Rehab Provider Network--Ohio, Inc. Ohio 23-2804807 Rehab Provider Network--Oklahoma, Inc. Oklahoma 23-2803420 Rehab Provider Network--Pennsylvania, Inc. Pennsylvania 23-2745659 Rehab Provider Network--Virginia Virginia 23-2796901 Rehab Provider Network--Washington D.C., Inc. District of Columbia 23-2796900 Rehab Provider Network of Colorado, Inc. Colorado 93-1204512 Rehab Provider Network of Florida, Inc. Florida 65-0426653 Rehab Provider Network of Nevada, Inc. Nevada 23-2790203 Rehab Provider Network of New Mexico, Inc. New Mexico 74-2796295 Rehab Provider Network of North Carolina, Inc. North Carolina 56-2099749 Rehab Provider Network of Texas, Inc. Texas 74-2796265 Rehab Provider Network of Wisconsin, Inc. Wisconsin 36-4095936 Rehab World, Inc. Delaware 23-2700468 Rehab/Work Hardening Management Associates, Ltd. Pennsylvania 23-2644918 RehabClinics, Inc. Delaware 13-3595267 RehabClinics (COAST), Inc. Delaware 68-0287794 RehabClinics (GALAXY), Inc. Illinois 36-3382403 RehabClinics (New Jersey), Inc. Delaware 23-2728173 RehabClinics (PTA), Inc. Delaware 65-0366467 RehabClinics (SPT), Inc. Delaware 23-2736153 RehabClinics Abilene, Inc. Delaware 75-2284952 RehabClinics Dallas, Inc. Delaware 75-2422771 RehabClinics Pennsylvania, Inc. Pennsylvania 23-2800212 Rehabilitation Network, Inc. Oregon 93-1016762 Robert M. Bacci, R.P.T., Physical Therapy, Inc. California 94-2750162 S.T.A.R.T., Inc Massachusetts 04-2710250 Select Air Corporation Delaware 23-2872733 Select Employment Services, Inc. Delaware 25-1812245 Select Hospital Investors, Inc. Delaware 51-0402736 SelectMark, Inc. Delaware 51-0400776 Select Medical of Kentucky, Inc. Delaware 25-1820753 Select Medical of Maryland, Inc. Delaware 23-2906982 Select Medical of New Jersey, Inc. Delaware 25-1805051 Select Medical of New York, Inc. Delaware 23-2916448 Select Medical of Ohio, Inc. Delaware 25-1820754 Select Medical of Pennsylvania, Inc. Delaware 23-2896808 Select Software Ventures, L.L.C. Delaware 25-1874244 Select Specialty Hospital--Akron, Inc. Missouri 43-1742017 Select Specialty Hospital--Akron II, Inc. Delaware 25-1883131 Select Specialty Hospital--Ann Arbor, Inc. Missouri 38-3389548
iii
State of Incorporation or IRS Employer Name Organization Identification No. ---- ---------------- ------------------ Select Specialty Hospital--Battle Creek, Inc. Missouri 38-3389544 Select Specialty Hospital--Beech Grove, Inc. Missouri 43-1726278 Select Specialty Hospital--Camp Hill, Inc. Delaware 25-1866523 Select Specialty Hospital--Camp Hill, L.P. Delaware 25-1885943 Select Specialty Hospital--Central Detroit, Inc. Delaware 25-1862676 Select Specialty Hospital--Charleston, Inc. Delaware 25-1866522 Select Specialty Hospital--Cincinnati, Inc. Missouri 31-1574892 Select Specialty Hospital--Columbus, Inc. Delaware 25-1813127 Select Specialty Hospital-- Columbus/University, Inc. Missouri 31-1476471 Select Specialty Hospital--Dallas, Inc. Delaware 25-1813126 Select Specialty Hospital--Denver, Inc. Delaware 76-0292237 Select Specialty Hospital--Durham, Inc. Delaware 25-1822461 Select Specialty Hospital--Erie, Inc. Delaware 25-1858065 Select Specialty Hospital--Evansville, Inc. Missouri 43-1726283 Select Specialty Hospital--Flint, Inc. Missouri 38-3329100 Select Specialty Hospital--Fort Smith, Inc. Missouri 71-0813112 Select Specialty Hospital--Fort Wayne, Inc. Missouri 35-1994301 Select Specialty Hospital--Greensburg, Inc. Delaware 25-1855814 Select Specialty Hospital--Houston, Inc. Delaware 25-1813124 Select Specialty Hospital--Indianapolis, Inc. Delaware 25-1813123 Select Specialty Hospital--Jackson, Inc. Delaware 25-1880780 Select Specialty Hospital--Johnstown, Inc. Missouri 52-2110603 Select Specialty Hospital--Kansas City, Inc. Missouri 43-1732618 Select Specialty Hospital--Knoxville, Inc. Delaware 25-1813122 Select Specialty Hospital--Little Rock, Inc. Delaware 25-1813121 Select Specialty Hospital--Louisville, Inc. Delaware 25-1816237 Select Specialty Hospital--Macomb County, Inc. Missouri 38-3345654 Select Specialty Hospital--Memphis, Inc. Delaware 25-1813120 Select Specialty Hospital--Mesa, Inc. Delaware 25-1821705 Select Specialty Hospital--Miami, Inc. Delaware 25-1855474 Select Specialty Hospital--Milwaukee, Inc. Delaware 25-1820734 Select Specialty Hospital--Morgantown, Inc. Delaware 25-1855473 Select Specialty Hospital--Nashville, Inc Delaware 25-1813119 Select Specialty Hospital--New Orleans, Inc. Delaware 25-1862678 Select Specialty Hospital--North Knoxville, Inc. Missouri 62-1684861 Select Specialty Hospital--Northwest Detroit, Inc. Delaware 25-1862677 Select Specialty Hospital--Northwest Indiana, Inc. Missouri 43-1726280 Select Specialty Hospital--Oklahoma City, Inc. Delaware 25-1813118 Select Specialty Hospital--Oklahoma City/ East Campus, Inc. Missouri 43-1699215 Select Specialty Hospital--Omaha, Inc. Missouri 47-0815478 Select Specialty Hospital-- Philadelphia/AEMC, Inc. Missouri 52-2075622 Select Specialty Hospital--Phoenix, Inc. Delaware 25-1813117 Select Specialty Hospital--Pittsburgh, Inc. Missouri 23-2911846 Select Specialty Hospital--Pontiac, Inc. Missouri 38-3389212 Select Specialty Hospital--Reno, Inc. Missouri 88-0383585 Select Specialty Hospital--San Antonio, Inc. Delaware 25-1843089 Select Specialty Hospital--Sioux Falls, Inc. Missouri 91-17773396 Select Specialty Hospital--Topeka, Inc. Missouri 74-2826467
iv
State of Incorporation or IRS Employer Name Organization Identification No. ---- ---------------- ------------------ Select Specialty Hospital--TriCities, Inc. Delaware 25-1813125 Select Specialty Hospital--Tulsa, Inc. Delaware 25-1913116 Select Specialty Hospital--West Columbus, Inc. Delaware 25-1816235 Select Specialty Hospital--Western Michigan, Inc. Missouri 38-3297128 Select Specialty Hospital--Wichita, Inc. Missouri 48-1196430 Select Specialty Hospital--Wilmington, Inc. Missouri 51-0382465 Select Specialty Hospital--Wyandotte, Inc. Delaware 25-1862675 Select Specialty Hospital--Youngstown, Inc. Missouri 34-1880514 Select Specialty Hospitals, Inc. Delaware 25-1813128 Select Synergos, Inc. Delaware 25-1813114 Select Unit Management, Inc Delaware 71-0776296 SLMC Finance Corporation Delaware 51-0406794 SMC of Florida, Inc. Delaware 23-2935684 South Jersey Physical Therapy Associates, Inc. New Jersey 22-2126713 South Jersey Rehabilitation and Sports Medicine Center, Inc. New Jersey 22-2544574 Southpointe Fitness Center, Inc. Pennsylvania 25-1760081 Southwest Emergency Associates, Inc. Arizona 86-0376633 Southwest Medical Supply Company, Inc. New Mexico 85-0310482 Southwest Physical Therapy, Inc. New Mexico 85-0333685 Southwest Therapists, Inc. New Mexico 85-0278777 Sporthopedics Sports and Physical Therapy Centers, Inc. California 77-0134614 Sports & Orthopedic Rehabilitation Services, Inc. Florida 59-2922487 Sports Therapy and Arthritis Rehabilitation, Inc. Delaware 23-2725850 Star Physical Therapy, Inc. Florida 65-007-6000 Stephenson-Holtz, Inc. California 77-0325407 The Center for Physical Therapy and Rehabilitation, Inc. New Mexico 85-0349202 The Orthopedic Sports and Industrial Rehabilitation Network, Inc. Pennsylvania 23-2626897 TJ Partnership I Florida 23-2827568 Treister, Inc. Ohio 34-1021034 Union Square Center for Rehabilitation & Sports Medicine, Inc. California 94-2986892 Valley Group Physical Therapists, Inc. Pennsylvania 23-2081856 Vanguard Rehabilitation, Inc. Arizona 86-0490865 Wayzata Physical Therapy Center, Inc. Minnesota 41-1529147 West Penn Rehabilitation Services, Inc. Pennsylvania 25-1504470 West Side Physical Therapy, Inc. Ohio 31-1182791 West Suburban Health Partners, Inc. Minnesota 41-1631716 Yuma Rehabilitation Center, Inc. Arizona 86-0470129
The address, including zip code, and telephone number, including area code, of the principal offices of the additional registrants listed above (the "Additional Registrants") is 4716 Old Gettysburg Road, P.O. Box 2034, Mechanicsburg, Pennsylvania 17055. The telephone number at that address is (717) 972-1100. v PART II INFORMATION NOT REQUIRED IN PROSPECTUS ITEM 20. INDEMNIFICATION OF DIRECTORS AND OFFICERS. Under Section 145 of the General Corporate Law of the State of Delaware, Select Medical Corporation has broad powers to indemnify its directors and officers against liabilities they may incur in such capacities, including liabilities under the Securities Act of 1933, as amended (the "Securities Act"). Select Medical Corporation's bylaws (Exhibit 3.2) also provide for mandatory indemnification of its directors and executive officers, and permissive indemnification of its employees and agents, to the fullest extent permissible under Delaware law. Select Medical Corporation's certificate of incorporation (Exhibit 3.1) provides that the liability of its directors for monetary damages shall be eliminated to the fullest extent permissible under Delaware law. Pursuant to Delaware law, this includes elimination of liability for monetary damages for breach of the directors' fiduciary duty of care to Select Medical Corporation and its stockholders. These provisions do not eliminate the directors' duty of care and, in appropriate circumstances, equitable remedies such as injunctive or other forms of non-monetary relief will remain available under Delaware law. In addition, each director will continue to be subject to liability for breach of the director's duty of loyalty to Select Medical Corporation, for acts or omissions not in good faith or involving intentional misconduct, for knowing violations of law, for any transaction from which the director derived an improper personal benefit, and for payment of dividends or approval of stock repurchases or redemptions that are unlawful under Delaware law. The provision also does not affect a director's responsibilities under any other laws, such as the federal securities laws or state or federal environmental laws. Select Medical Corporation maintains a policy of directors' and officers' liability insurance that insures the Company's directors and officers against the cost of defense, settlement or payment of a judgment under certain circumstances. The Purchase Agreement (Exhibit 10.54) provides for indemnification by the initial purchasers of Select Medical Corporation and its officers and directors for certain liabilities arising under the Securities Act or otherwise. II-1 ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES. (a) Exhibits The following exhibits are filed herewith unless otherwise indicated:
Exhibit Number Document ------- -------- 2.1 Stock Purchase Agreement dated as of May 29, 1998 by and among Select Medical Corporation, Beverly Enterprises, Inc. and American Transitional Hospitals, Inc., incorporated by reference to Exhibit 2.1 of the Company's Registration Statement on Form S-1 (Reg. No. 33-48856) filed October 27, 2000. 2.2 Agreement and Plan of Merger dated as of November 9, 1998 by and among Select Medical Corporation, Select Medical of Mechanicsburg, Inc. and Intensiva HealthCare Corporation, incorporated by reference to Exhibit 2.2 of the Company's Registration Statement on Form S-1 (Reg. No. 33-48856) filed October 27, 2000. 2.3 Stock Purchase Agreement dated as of October 1, 1999 by and among Select Medical Corporation, NC Resources, Inc. and NovaCare, Inc., incorporated by reference to Exhibit 2.3 of the Company's Registration Statement on Form S-1 (Reg. No. 33-48856) filed October 27, 2000. 2.4 First Amendment dated as of November 19, 1999 to Stock Purchase Agreement dated as of October 1, 1999 by and among Select Medical Corporation, NC Resources, Inc. and NovaCare, Inc., incorporated by reference to Exhibit 2.4 of the Company's Registration Statement on Form S-1 (Reg. No. 33-48856) filed October 27, 2000. 2.5+ First Amendment to Stock Purchase Agreement dated as of June 30, 1998 by and among Select Medical Corporation, Beverly Enterprises, Inc. and American Transitional Hospitals, Inc. 3.1 Form of Restated Certificate of Incorporation, incorporated by reference to Exhibit 3.1 of the Company's Registration Statement on Form S-1 (Reg. No. 33-48856) filed March 30, 2001. 3.2 Form of Amended and Restated Bylaws, incorporated by reference to Exhibit 3.2 of the Company's Registration Statement on Form S-1 (Reg. No. 33-48856) filed March 30, 2001. 4.1+ Indenture governing 9 1/2% Senior Subordinated Notes due 2009 among Select Medical Corporation, the Subsidiary Guarantors named therein and State Street Bank and Trust Company, N.A., dated June 11, 2001. 4.2+ Form of 9 1/2% Senior Subordinated Note due 2009 (included in Exhibit 4.1) 4.3+ Exchange and Registration Rights Agreement, dated June 11, 2001 by and among Select Medical Corporation, the Subsidiary Guarantors named therein, J.P. Morgan Securities Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Credit Suisse First Boston Corporation, CIBC World Markets Corp. and First Union Securities, Inc. 5.1 Opinion of Dechert as to the legality of the notes being registered. 10.1 Registration Agreement dated as of February 5, 1997 by and among Select Medical Corporation; Golder, Thoma, Cressey, Rauner Fund V, L.P.; Welsh, Carson, Anderson & Stowe VII, L.P., Rocco A. Ortenzio and Robert A. Ortenzio, incorporated by reference to Exhibit 10.1 of the Company's Registration Statement on Form S-1 (Reg. No. 33- 48856) filed October 27, 2000. 10.2 Amendment No. 1 dated as of December 15, 1998 to Registration Agreement dated as of February 5, 1997 by and among Select Medical Corporation; Golder, Thoma, Cressey, Rauner Fund V, L.P.; Welsh, Carson, Anderson & Stowe VII, L.P., Rocco A. Ortenzio and Robert A. Ortenzio, incorporated by reference to Exhibit 10.2 of the Company's Registration Statement on Form S-1 (Reg. No. 33-48856) filed October 27, 2000.
II-2
Exhibit Number Document ------- -------- 10.3 Amendment No. 2 dated as of November 19, 1999 to Registration Agreement dated as of February 5, 1997 by and among Select Medical; Golder, Thoma, Cressey, Rauner Fund V, L.P.; Welsh, Carson, Anderson & Stowe VII, L.P., Rocco A. Ortenzio and Robert A. Ortenzio, incorporated by reference to Exhibit 10.3 of the Company's Registration Statement on Form S-1 (Reg. No. 33-48856) filed October 27, 2000. 10.4 Credit Agreement dated as of September 22, 2000 among Select Medical Corporation, Canadian Back Institute Limited, The Chase Manhattan Bank, The Chase Manhattan Bank of Canada, Banc of America Securities, LLC and CIBC, Inc., incorporated by reference to Exhibit 10.4 of the Company's Registration Statement on Form S- 1 (Reg. No. 33-48856) filed October 27, 2000. 10.5 Securities Purchase Agreement dated as of November 19, 1999 by and among Select Medical Corporation; Welsh, Carson, Anderson & Stowe VII, L.P.; WCAS Capital Partners III, L.P.; Thoma Cressey Fund VI, L.P.; and GTCR Fund VI, L.P., incorporated by reference to Exhibit 10.6 of the Company's Registration Statement on Form S-1 (Reg. No. 33-48856) filed October 27, 2000. 10.6 Employment Agreement dated as of December 16, 1998 between Select Medical Corporation and David W. Cross, incorporated by reference to Exhibit 10.8 of the Company's Registration Statement on Form S- 1 (Reg. No. 33-48856) filed October 27, 2000. 10.7 Other Senior Management Agreement dated as of June 2, 1997 between Select Medical Corporation and Frank Fritsch, incorporated by reference to Exhibit 10.9 of the Company's Registration Statement on Form S-1 (Reg. No. 33-48856) filed October 27, 2000. 10.8 Change of Control Agreement dated as of March 1, 2000 between Select Medical Corporation and S. Frank Fritsch, incorporated by reference to Exhibit 10.10 of the Company's Registration Statement on Form S-1 (Reg. No. 33-48856) filed October 27, 2000. 10.9 Change of Control Agreement dated as of March 1, 2000 between Select Medical Corporation and Martin F. Jackson, incorporated by reference to Exhibit 10.11 of the Company's Registration Statement on Form S-1 (Reg. No. 33-48856) filed October 27, 2000. 10.10 Employment Agreement dated as of December 21, 1999 between RehabClinics, Inc. and Edward R. Miersch, incorporated by reference to Exhibit 10.12 of the Company's Registration Statement on Form S-1 (Reg. No. 33-48856) filed October 27, 2000. 10.11 Change of Control Agreement dated as of March 1, 2000 between Select Medical Corporation and Edward R. Miersch, incorporated by reference to Exhibit 10.13 of the Company's Registration Statement on Form S-1 (Reg. No. 33-48856) filed October 27, 2000. 10.12 Employment Agreement dated as of March 1, 2000 between Select Medical Corporation and Robert A. Ortenzio, incorporated by reference to Exhibit 10.14 of the Company's Registration Statement on Form S-1 (Reg. No. 33-48856) filed October 27, 2000. 10.13 Amendment dated as of August 8, 2000 to Employment Agreement dated as of March 1, 2000 between Select Medical Corporation and Robert A. Ortenzio, incorporated by reference to Exhibit 10.15 of the Company's Registration Statement on Form S-1 (Reg. No. 33-48856) filed October 27, 2000. 10.14 Employment Agreement dated as of March 1, 2000 between Select Medical Corporation and Rocco A. Ortenzio, incorporated by reference to Exhibit 10.16 of the Company's Registration Statement on Form S-1 (Reg. No. 33-48856) filed October 27, 2000. 10.15 Amendment dated as of August 8, 2000 to Employment Agreement dated as of March 1, 2000 between Select Medical Corporation and Rocco A. Ortenzio, incorporated by reference to Exhibit 10.17 of the Company's Registration Statement on Form S-1 (Reg. No. 33-48856) filed October 27, 2000. 10.16 Split Dollar Agreement dated as of October 6, 2000 between Select Medical Corporation, Michael E. Salerno and Rocco A. Ortenzio, incorporated by reference to Exhibit 10.18 of the Company's Registration Statement on Form S-1 (Reg. No. 33-48856) filed October 27, 2000.
II-3
Exhibit Number Document ------- -------- 10.17 Employment Agreement dated as of March 1, 2000 between Select Medical Corporation and Patricia A. Rice, incorporated by reference to Exhibit 10.19 of the Company's Registration Statement on Form S-1 (Reg. No. 33-48856) filed October 27, 2000. 10.18 Amendment dated as of August 8, 2000 to Employment Agreement dated as of March 1, 2000 between Select Medical Corporation and Patricia A. Rice, incorporated by reference to Exhibit 10.20 of the Company's Registration Statement on Form S-1 (Reg. No. 33- 48856) filed October 27, 2000. 10.19 Other Senior Management Agreement dated as of March 28, 1997 between Select Medical Corporation and Michael E. Tarvin, incorporated by reference to Exhibit 10.21 of the Company's Registration Statement on Form S-1 (Reg. No. 33-48856) filed October 27, 2000. 10.20 Change of Control Agreement dated as of March 1, 2000 between Select Medical Corporation and Michael E. Tarvin, incorporated by reference to Exhibit 10.22 of the Company's Registration Statement on Form S-1 (Reg. No. 33-48856) filed October 27, 2000. 10.21 Employment Agreement dated as of May 22, 2000 between Select Medical Corporation and LeRoy S. Zimmerman, incorporated by reference to Exhibit 10.23 of the Company's Registration Statement on Form S-1 (Reg. No. 33-48856) filed October 27, 2000. 10.22 Office Lease Agreement dated as of May 18, 1999 between Select Medical Corporation and Old Gettysburg Associates I, incorporated by reference to Exhibit 10.24 of the Company's Registration Statement on Form S-1 (Reg. No. 33-48856) filed October 27, 2000. 10.23 First Addendum dated June 1999 to Office Lease Agreement dated as of May 18, 1999 between Select Medical Corporation and Old Gettysburg Associates I, incorporated by reference to Exhibit 10.25 of the Company's Registration Statement on Form S-1 (Reg. No. 33-48856) filed October 27, 2000. 10.24 Second Addendum dated as of February 1, 2000 to Office Lease Agreement dated as of May 18, 1999 between Select Medical Corporation and Old Gettysburg Associates I, incorporated by reference to Exhibit 10.26 of the Company's Registration Statement on Form S-1 (Reg. No. 33-48856) filed October 27, 2000. 10.25 Office Lease Agreement dated as of June 17, 1999 between Select Medical Corporation and Old Gettysburg Associates III, incorporated by reference to Exhibit 10.27 of the Company's Registration Statement on Form S-1 (Reg. No. 33-48856) filed October 27, 2000. 10.26 Equipment Lease Agreement dated as of April 1, 1997 between Select Medical Corporation and Select Capital Corporation, incorporated by reference to Exhibit 10.28 of the Company's Registration Statement on Form S-1 (Reg. No. 33-48856) filed October 27, 2000. 10.27 First Amendment dated as of December 8, 1997 to Equipment Lease Agreement dated as of April 1, 1997 between Select Medical Corporation and Select Capital Corporation, incorporated by reference to Exhibit 10.29 of the Company's Registration Statement on Form S-1 (Reg. No. 33-48856) filed October 27, 2000. 10.28 Second Amendment dated as of January 28, 2000 to Equipment Lease Agreement dated as of April 1, 1997 between Select Medical Corporation and Select Capital Corporation, incorporated by reference to Exhibit 10.30 of the Company's Registration Statement on Form S-1 (Reg. No. 33-48856) filed October 27, 2000. 10.29 Amended and Restated 1997 Stock Option Plan, amended and restated February 22, 2001, incorporated by reference to Exhibit 10.31 of the Company's Registration Statement on Form S-1 (Reg. No. 33- 48856) filed March 30, 2001. 10.30 First Amendment dated as of October 15, 2000 to Employment Agreement dated as of December 16, 1998 between Select Medical Corporation and David W. Cross, incorporated by reference to Exhibit 10.33 of the Company's Registration Statement on Form S-1 (Reg. No. 33-48856) filed October 27, 2000.
II-4
Exhibit Number Document ------- -------- 10.31 Amended and Restated Senior Management Agreement dated as of May 7, 1997 between Select Medical Corporation, John Ortenzio, Martin Ortenzio, Select Investments II, Select Partners, L.P. and Rocco Ortenzio, incorporated by reference to Exhibit 10.34 of the Company's Registration Statement on Form S-1 (Reg. No. 33-48856) filed October 27, 2000. 10.32 Amendment No. 1 dated as of January 1, 2000 to Amended and Restated Senior Management Agreement dated May 7, 1997 between Select Medical Corporation and Rocco Ortenzio, incorporated by reference to Exhibit 10.35 of the Company's Registration Statement on Form S-1 (Reg. No. 33-48856) filed October 27, 2000. 10.33 Naming, Promotional and Sponsorship Agreement dated as of October 1, 1997 between NovaCare, Inc. and the Philadelphia Eagles Limited Partnership, assumed by Select Medical Corporation in a Consent and Assumption Agreement dated November 19, 1999 by and among NovaCare, Inc., Select Medical Corporation and the Philadelphia Eagles Limited Partnership, incorporated by reference to Exhibit 10.36 of the Company's Registration Statement on Form S-1 (Reg. No. 33-48856) filed December 7, 2000. 10.34 10% Promissory Note dated January 16, 1998 issued to Rocco A. Ortenzio, incorporated by reference to Exhibit 10.37 of the Company's Registration Statement on Form S-1 (Reg. No. 33-48856) filed December 22, 2000. 10.35 10% Promissory Note dated January 30, 1998 issued to Rocco A. Ortenzio, incorporated by reference to Exhibit 10.38 of the Company's Registration Statement on Form S-1 (Reg. No. 33-48856) filed December 22, 2000. 10.36 Cost Sharing Agreement, dated December 11, 2000, among Select Transport, Inc., Select Medical Corporation and Select Air II Corporation, incorporated by reference to Exhibit 10.39 of the Company's Registration Statement on Form S-1 (Reg. No. 33-48856) filed December 22, 2000. 10.37 Amended and Restated Deferred Compensation Agreement dated January 1, 2000 between Select Medical Corporation and Rocco A. Ortenzio, incorporated by reference to Exhibit 10.40 of the Company's Registration Statement on Form S-1 (Reg. No. 33-48856) filed March 7, 2001. 10.38 Settlement Agreement dated as of July 6, 2000 by and among Select Medical Corporation, NC Resources, Inc, NAHC Inc., and NovaCare Holdings, Inc, incorporated by reference to Exhibit 10.44 of the Company's Registration Statement on Form S-1 (Reg. No. 33-48856) filed March 30, 2001. 10.39 First Amendment dated December 28, 2000 to the Credit Agreement dated as of September 22, 2000 among Select Medical Corporation, Canadian Back Institute Limited, The Chase Manhattan Bank, The Chase Manhattan Bank of Canada, Banc of America Securities, LLC and CIBC, Inc., incorporated by reference to Exhibit 10.45 of the Company's Registration Statement on Form S-1 (Reg. No. 33-48856) filed March 30, 2001. 10.40 Second Amendment dated January 18, 2001 to the Amended Credit Agreement dated as of September 22, 2000 among Select Medical Corporation, Canadian Back Institute Limited, The Chase Manhattan Bank, The Chase Manhattan Bank of Canada, Banc of America Securities, LLC and CIBC, Inc., incorporated by reference to Exhibit 10.46 of the Company's Registration Statement on Form S-1 (Reg. No. 33-48856) filed March 30, 2001. 10.41 Amendment No. 2 dated as of February 23, 2001 to Employment Agreement dated as of March 1, 2000 between Select Medical Corporation and Rocco A. Ortenzio, incorporated by reference to Exhibit 10.47 of the Company's Registration Statement on Form S-1 (Reg. No. 33-48856) filed March 30, 2001. 10.42 Amendment No. 2 dated as of February 23, 2001 to Employment Agreement dated as of March 1, 2000 between Select Medical Corporation and Robert A. Ortenzio, incorporated by reference to Exhibit 10.48 of the Company's Registration Statement on Form S-1 (Reg. No. 33-48856) filed March 30, 2001.
II-5
Exhibit Number Document ------- -------- 10.43 Amendment No. 2 dated as of February 23, 2001 to Employment Agreement dated as of March 1, 2000 between Select Medical Corporation and Patricia A. Rice, incorporated by reference to Exhibit 10.49 of the Company's Registration Statement on Form S-1 (Reg. No. 33-48856) filed March 30, 2001. 10.44 Amendment No. 1 dated as of February 23, 2001 to Employment Agreement dated as of May 22, 2000 between Select Medical Corporation and LeRoy S. Zimmerman, incorporated by reference to Exhibit 10.50 of the Company's Registration Statement on Form S-1 (Reg. No. 33-48856) filed March 30, 2001. 10.45 Amendment dated as of February 23, 2001 to Change of Control Agreement dated as of March 1, 2000 between Select Medical Corporation and Edward R. Miersch, incorporated by reference to Exhibit 10.51 of the Company's Registration Statement on Form S-1 (Reg. No. 33-48856) filed March 30, 2001. 10.46 Amendment dated as of February 23, 2001 to Change of Control Agreement dated as of March 1, 2000 between Select Medical Corporation and Martin F. Jackson, incorporated by reference to Exhibit 10.52 of the Company's Registration Statement on Form S-1 (Reg. No. 33-48856) filed March 30, 2001. 10.47 Amendment dated as of February 23, 2001 to Change of Control Agreement dated as of March 1, 2000 between Select Medical Corporation and S. Frank Fritsch, incorporated by reference to Exhibit 10.53 of the Company's Registration Statement on Form S-1 (Reg. No. 33-48856) filed March 30, 2001. 10.48 Amendment dated as of February 23, 2001 to Change of Control Agreement dated as of March 1, 2000 between Select Medical Corporation and Michael E. Tarvin, incorporated by reference to Exhibit 10.54 of the Company's Registration Statement on Form S-1 (Reg. No. 33-48856) filed March 30, 2001. 10.49+ Third Amendment dated May 31, 2001 to the Credit Agreement dated as of September 22, 2000 among Select Medical Corporation, Canadian Back Institute Limited, The Chase Manhattan Bank, The Chase Manhattan Bank of Canada, Banc of America Securities, LLC and CIBC Inc. 10.50+ Amendment No. 3 dated as of April 24, 2001 to Employment Agreement dated as of March 1, 2000 between Select Medical Corporation and Rocco A. Ortenzio. 10.51+ First Amendment to Cost Sharing Agreement dated as of April 1, 2001 by and among Select Medical Corporation, Select Transport, Inc. and Select Air II Corporation. 10.52+ Third Addendum dated as of May 17, 2001 to Office Lease Agreement dated as of May 18, 1999 between Select Medical Corporation and Old Gettysburg Associates I. 10.53+ Office Lease Agreement dated as of May 15, 2001 by and between Select Medical Corporation and Old Gettysburg Associates II. 10.54+ Purchase Agreement, dated June 11, 2001 by and among Select Medical Corporation, the Subsidiary Guarantors named therein, J.P. Morgan Securities Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Credit Suisse First Boston Corporation, CIBC World Markets Corp. and First Union Securities, Inc. 12.1+ Statement of Corporation of Ratio of Earnings of Fixed Charges. 21.1+ Subsidiaries of Select Medical Corporation. 23.1+ Consent of PricewaterhouseCoopers LLP. 23.2+ Consent of Ernst & Young LLP. 23.3+ Consent of KPMG LLP. 23.4 Consent of Dechert, included in Exhibit 5.1. 23.5+ Consent of PricewaterhouseCoopers LLP 24.1+ Power of Attorney, included on the signature page hereof.
II-6
Exhibit Number Document ------- -------- 25.1+ Statement of Eligibility of Trustee 99.1+ Form of Letter of Transmittal 99.2+ Form of Notice of Guaranteed Delivery 99.3+ Letter to holders of 9 1/2% Senior Subordinated Notes due 2009 concerning offer for all outstanding 9 1/2% Senior Subordinated Notes due 2009 in exchange for 9 1/2% Senior Subordinated Notes due 2009 which have been registered under the Securities Act, as amended. 99.4+ Letter to brokers, dealers, commercial banks, trust companies and other nominees concerning offer for all outstanding 9 1/2% Senior Subordinated Notes due 2009 in exchange for 9 1/2% Senior Subordinated Notes due 2009 which have been registered under the Securities Act, as amended. 99.5+ Letter to clients concerning offer for all outstanding 9 1/2% Senior Subordinated Notes due 2009 in exchange for 9 1/2% Senior Subordinated Notes due 2009 which have been registered under the Securities Act, as amended. 99.6+ Guidelines for certification of taxpayer identification number on substitute Form W-9.
-------- + Filed on June 26, 2001 as an exhibit to this Registration Statement. II-7 Report of Independent Accountants on Financial Statement Schedules To the Board of Directors of Select Medical Corporation: Our audits of the consolidated financial statements referred to in our report dated February 16, 2001, except for paragraphs 8 and 2 of Note 7, Note 19 and Note 20, which are dated March 28, 2001, April 3, 2001, May 2, 2001 and June 11, 2001, respectively appearing in this Registration Statement on Form S-4 also included an audit of the financial statement schedule listed in Item 16(b) of this Form S-4. In our opinion, this financial statement schedule presents fairly, in all material respects, the information set forth therein when read in conjunction with the related consolidated financial statements. /s/ PricewaterhouseCoopers LLP Harrisburg, Pennsylvania February 16, 2001, except for paragraphs 8 and 2 of Note 7, Note 19 and Note 20 which are dated March 28, 2001, April 3, 2001, May 2, 2001 and June 11, 2001, respectively II-8 Schedule II-Valuation and Qualifying Accounts
Balance Balance at Charged to at Beginning Cost and End of Description of Year Expenses Acquisitions (A) Write off Year ----------- --------- ---------- ---------------- --------- ------- Year ended December 31, 2000 allowance for doubtful accounts..... $69,492 $29,335 $ -- $(23,310) $75,517 Year ended December 31, 1999 allowance for doubtful accounts..... $ 15,701 $ 8,858 $53,989 $ (9,056) $69,492 Year ended December 31, 1998 allowance for doubtful accounts..... $ 773 $ 4,014 $16,431 $ (5,517) $15,701 Year ended December 31, 2000 income tax valuation allowance... $ 38,941 $ -- $(3,745) $ -- $35,196 Year ended December 31, 1999 income tax valuation allowance... $ 18,867 $ -- $20,074 $ -- $38,941 Year ended December 31, 1998 income tax valuation allowance... $ -- $ -- $18,867 $ -- $18,867
(A) Represents opening balance sheet reserves resulting from purchase accounting entries. ITEM 22. UNDERTAKINGS. (a) The undersigned registrants hereby undertake: (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 Securities and Exchange 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; and (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 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. II-9 (b) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrants pursuant to the foregoing provisions, or otherwise, the registrants have 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 registrant of expenses incurred or paid by a director, officer or controlling person of the registrants 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 registrants 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. (c) The undersigned registrants hereby undertake to respond to requests for information that is incorporated by reference into the prospectus pursuant to Items 4, 10(b), 11 or 13 of this Form, within one business day of receipt of such request, and to send the incorporated documents by first class mail or other equally prompt means. This includes information contained in documents filed subsequent to the effective date of the registration statement through the date of responding to the request. (d) The undersigned registrants hereby undertake 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-10 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Mechanicsburg, Commonwealth of Pennsylvania on the 10th day of July, 2001. SELECT MEDICAL CORPORATION Robert A. Ortenzio By: _________________________________ Robert A. Ortenzio President and Chief Operating Officer Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
Signature Title Date --------- ----- ---- Rocco A. Ortenzio Chairman, Chief Executive July 10, 2001 ______________________________________ Officer (principal Rocco A. Ortenzio executive officer) Robert A. Ortenzio Director, Chief Operating July 10, 2001 ______________________________________ Officer Robert A. Ortenzio Martin F. Jackson Chief Financial Officer July 10, 2001 ______________________________________ (principal financial Martin F. Jackson officer) Scott A. Romberger Controller (principal July 10, 2001 ______________________________________ accounting officer) Scott A. Romberger Director July 10, 2001 ______________________________________ Russell L. Carson * Director July 10, 2001 ______________________________________ Bryan C. Cressey * Director July 10, 2001 ______________________________________ Donald J. Edwards Director July 10, 2001 ______________________________________ Meyer Feldberg Director July 10, 2001 ______________________________________ James Dalton
II-11
Signature Title Date --------- ----- ---- Director July 10, 2001 ______________________________________ Leopold Swergold * Director July 10, 2001 ______________________________________ LeRoy S. Zimmerman
* Attorney-in-Fact Michael E. Tarvin _________________________________ Michael E. Tarvin II-12 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the below-named Registrants have duly caused this Registration Statement to be signed on their behalf by the undersigned, thereunto duly authorized, in the City of Mechanicsburg, Commonwealth of Pennsylvania, on the 10th day of July, 2001. Abel Center for Rehabilitation Therapies, Inc. Abel Healthcare Network, Inc. Affiliated Physical Therapists, Ltd. Allegany Hearing and Speech, Inc. American Transitional Hospitals, Inc. Athens Sports Medicine Clinic, Inc. Ather Sports Injury Clinic, Inc. Atlantic Health Group, Inc. Atlantic Rehabilitation Services, Inc. Boca Rehab Agency, Inc. Buendel Physical Therapy, Inc. CCISUB, Inc. Cenla Physical Therapy & Rehabilitation Agency, Inc. Center for Evaluation & Rehabilitation, Inc. Center for Physical Therapy & Sports Rehabilitation, Inc. CenterTherapy, Inc. C.E.R.--West, Inc. Champion Physical Therapy, Inc. CMC Center Corporation C.O.A.S.T. Institute Physical Therapy Inc. Connecticut NovaCare Ventures, Inc. Coplin Physical Therapy Associates, Inc. Crowley Physical Therapy Clinic, Inc. Douglas Avery & Associates, Ltd. Douglas C. Claussen, R.P.T., Physical Therapy, Inc. Elk County Physical Therapy, Inc. Fine, Bryant & Wah, Inc. Francis Naselli, Jr. & Stewart Rich Physical Therapists, Inc. Gallery Physical Therapy Center, Inc. Georgia NovaCare Ventures, Inc. Georgia Physical Therapy of West Georgia, Inc. Georgia Physical Therapy, Inc. Greater Sacramento Physical Therapy Associates, Inc. Grove City Physical Therapy and Sports Medicine, Inc. Gulf Breeze Physical Therapy, Inc. Gulf Coast Hand Specialists, Inc. Hand Therapy and Rehabilitation Associates, Inc. Hand Therapy Associates, Inc. Hangtown Physical Therapy, Inc. Hawley Physical Therapy, Inc. II-13 Human Performance and Fitness, Inc. Indianapolis Physical Therapy and Sports Medicine, Inc. Intensiva Healthcare Corporation Intensiva Hospital of Greater St. Louis, Inc. Joyner Sports Science Institute, Inc. Joyner Sportsmedicine Institute, Inc. Kentucky Rehabilitation Services, Inc. Kesinger Physical Therapy, Inc. Lynn M. Carlson, Inc. Mark Butler Physical Therapy Center, Inc. Metro Rehabilitation Services, Inc. Michigan Therapy Centre, Inc. Mid Atlantic Health Group, Inc. Monmouth Rehabilitation, Inc. New England Health Group, Inc. New Mexico Physical Therapists, Inc. Northside Physical Therapy, Inc. NovaCare Occupational Health Services, Inc. NovaCare Outpatient Rehabilitation East, Inc. NovaCare Outpatient Rehabilitation, Inc. NovaCare Outpatient Rehabilitation West, Inc. NovaCare Rehabilitation, Inc. Ortho Rehab Associates, Inc. Orthopedic and Sports Physical Therapy of Cupertino, Inc. Peter Trailov R.P.T. Physical Therapy Clinic, Orthopaedic Rehabilitation & Sports Medicine, Ltd. Peters, Starkey & Todrank Physical Therapy Corporation Physical Focus, Inc. Physical Rehabilitation Partners, Inc. Physical Therapy Enterprises, Inc. Physical Therapy Institute, Inc. Physical Therapy Services of the Jersey Cape, Inc. Physio-Associates, Inc. Pro Active Therapy of Ahoskie, Inc. Pro Active Therapy of Gaffney, Inc. Pro Active Therapy of Greenville, Inc. Pro Active Therapy of North Carolina, Inc. Pro Active Therapy of Rocky Mount, Inc. Pro Active Therapy of South Carolina, Inc. Pro Active Therapy of Virginia, Inc. Pro Active Therapy, Inc. Professional Therapeutic Services, Inc. Quad City Management, Inc. RCI (Colorado), Inc. RCI (Exertec), Inc. RCI (Michigan), Inc. RCI (S.P.O.R.T.), Inc. II-14 RCI (WRS), Inc. RCI Nevada, Inc. Rebound Oklahoma, Inc. Redwood Pacific Therapies, Inc. Rehab Advantage, Inc. RehabClinics Abilene, Inc. RehabClinics Dallas, Inc. RehabClinics, Inc. RehabClinics Pennsylvania, Inc. RehabClinics (COAST), Inc. RehabClinics (GALAXY), Inc. RehabClinics (New Jersey), Inc. RehabClinics (PTA), Inc. RehabClinics (SPT), Inc. Rehabilitation Network, Inc. Rehab Managed Care of Arizona, Inc. Rehab Provider Network--California, Inc. Rehab Provider Network of Colorado, Inc. Rehab Provider Network--Delaware, Inc. Rehab Provider Network of Florida, Inc. Rehab Provider Network--Georgia, Inc. Rehab Provider Network--Indiana, Inc. Rehab Provider Network--Maryland, Inc. Rehab Provider Network--Michigan, Inc. Rehab Provider Network of Nevada, Inc. Rehab Provider Network--New Jersey, Inc. Rehab Provider Network of New Mexico, Inc. Rehab Provider Network of North Carolina, Inc. Rehab Provider Network--Ohio, Inc. Rehab Provider Network--Oklahoma, Inc. Rehab Provider Network-- Pennsylvania, Inc. Rehab Provider Network of Texas, Inc. Rehab Provider Network--Virginia, Inc. Rehab Provider Network--Washington, D.C., Inc. Rehab Provider Network of Wisconsin, Inc. Rehab World, Inc. Rehab/Work Hardening Management Associates, Ltd. Robert M. Bacci, R.P.T. Physical Therapy, Inc. SMC of Florida, Inc. Select Air Corporation Select Employment Services, Inc. Select Medical of Kentucky, Inc. Select Medical of Maryland, Inc. Select Medical of New Jersey, Inc. Select Medical of New York, Inc. Select Medical of Ohio, Inc. Select Medical of Pennsylvania, Inc. Select Specialty Hospital--Akron, Inc. Select Specialty Hospital--Akron II, Inc. Select Specialty Hospital--Ann Arbor, Inc. Select Specialty Hospital--Battle Creek, Inc. II-15 Select Specialty Hospital--Beech Grove, Inc. Select Specialty Hospital--Camp Hill, Inc. Select Specialty Hospital--Central Detroit, Inc. Select Specialty Hospital-- Charleston, Inc. Select Specialty Hospital-- Cincinnati, Inc. Select Specialty Hospital--Columbus, Inc. Select Specialty Hospital-- Columbus/University, Inc. Select Specialty Hospital--Dallas, Inc. Select Specialty Hospital--Denver, Inc. Select Specialty Hospital--Durham, Inc. Select Specialty Hospital--Erie, Inc. Select Specialty Hospital-- Evansville, Inc. Select Specialty Hospital--Flint, Inc. Select Specialty Hospital--Fort Smith, Inc. Select Specialty Hospital--Fort Wayne, Inc. Select Specialty Hospital-- Greenburg, Inc. Select Specialty Hospital--Houston, Inc. Select Specialty Hospital-- Indianapolis, Inc. Select Specialty Hospital--Jackson, Inc. Select Specialty Hospital-- Johnstown, Inc. Select Specialty Hospital--Kansas City, Inc. Select Specialty Hospital-- Knoxville, Inc. Select Specialty Hospital--Little Rock, Inc. Select Specialty Hospital-- Louisville, Inc. Select Specialty Hospital--Macomb County, Inc. Select Specialty Hospital--Memphis, Inc. Select Specialty Hospital--Mesa, Inc. Select Specialty Hospital--Miami, Inc. Select Specialty Hospital-- Milwaukee, Inc. Select Specialty Hospital-- Morgantown, Inc. Select Specialty Hospital-- Nashville, Inc. Select Specialty Hospital--New Orleans, Inc. Select Specialty Hospital--North Knoxville, Inc. Select Specialty Hospital--Northwest Detroit, Inc. Select Specialty Hospital--Northwest Indiana, Inc. Select Specialty Hospital--Oklahoma City/East Campus Select Specialty Hospital--Oklahoma City, Inc. Select Specialty Hospital--Omaha, Inc. Select Specialty Hospital-- Philadelphia/AEMC, Inc. Select Specialty Hospital--Phoenix, Inc. Select Specialty Hospital-- Pittsburgh, Inc. Select Specialty Hospital--Pontiac, Inc. Select Specialty Hospital--Reno, Inc. Select Specialty Hospital--San Antonio, Inc. Select Specialty Hospital--Sioux Falls, Inc. Select Specialty Hospital--Topeka, Inc. Select Specialty Hospital-- TriCities, Inc. Select Specialty Hospital--Tulsa, Inc. Select Specialty Hospital--West Columbus, Inc. Select Specialty Hospital--Western Michigan, Inc. II-16 Select Specialty Hospital--Wichita, Inc. Select Specialty Hospital-- Wilmington, Inc. Select Specialty Hospital-- Wyandotte, Inc. Select Specialty Hospital-- Youngstown, Inc. Select Specialty Hospitals, Inc. Select Synergos, Inc. Select Unit Management, Inc. South Jersey Physical Therapy Associates, Inc. South Jersey Rehabilitation and Sports Medicine Center, Inc. Southpointe Fitness Center, Inc. Southwest Emergency Associates, Inc. Southwest Medical Supply Company Southwest Physical Therapy, Inc. Southwest Therapists, Inc. Sporthopedics Sports and Physical Therapy Centers, Inc. Sports & Orthopedic Rehabilitation Services, Inc. Sports Therapy and Arthritis Rehabilitation, Inc. Star Physical Therapy, Inc. S.T.A.R.T., Inc. Stephenson--Holtz, Inc. The Center for Physical Therapy and Rehabilitation, Inc. The Orthopedic Sports and Industrial Rehabilitation Network, Inc. Treister, Inc. Union Square Center for Rehabilitation & Sports Medicine, Inc. Valley Group Physical Therapists, Inc. Vanguard Rehabilitation, Inc. Wayzata Physical Therapy Center, Inc. West Penn Rehabilitation Services, Inc. West Side Physical Therapy, Inc. West Suburban Health Partners, Inc. Yuma Rehabilitation Center, Inc. Michael E. Tarvin By: _________________________________ Michael E. Tarvin Vice President and Secretary II-17 Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities indicated for each of the Registrants listed above on July 10, 2001.
Signatures Title ---------- ----- Rocco A. Ortenzio Director and Chief Executive Officer ___________________________________________ (principal executive officer) Rocco A. Ortenzio Martin F. Jackson Vice President ___________________________________________ (principal financial officer) Martin F. Jackson Scott A. Romberger Vice President and Treasurer ___________________________________________ (principal accounting officer) Scott A. Romberger
II-18 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the below-named Registrants have duly caused this Registration Statement to be signed on their behalf by the undersigned, thereunto duly authorized, in the City of Mechanicsburg, Commonwealth of Pennsylvania, on the 10th day of July, 2001. P.T. Services Company P.T. Services Rehabilitation, Inc. P.T. Services, Inc. Michael E. Tarvin By: _________________________________ Michael E. Tarvin Vice President and Secretary Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities indicated for each of the Registrants listed above on July 10, 2001.
Signatures Title ---------- ----- Rocco A. Ortenzio Director and Chief Executive Officer ___________________________________________ (principal executive officer) Rocco A. Ortenzio Robert A. Ortenzio Director and President ___________________________________________ Robert A. Ortenzio Michael E. Tarvin Director, Vice President and Secretary ___________________________________________ Michael E. Tarvin Kenneth L. Moore Director, Vice President and Assistant ___________________________________________ Secretary Kenneth L. Moore Director and Executive Vice President ___________________________________________ Michael P. Herbert Director and Executive Vice President ___________________________________________ Frederick L. Fabrizio Director and Executive Vice President ___________________________________________ Larry A. Adelsperger Martin F. Jackson Vice President ___________________________________________ (principal financial officer) Martin F. Jackson Scott A. Romberger Vice President and Treasurer ___________________________________________ (principal accounting officer) Scott A. Romberger
II-19 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the below-named Registrants have duly caused this Registration Statement to be signed on their behalf by the undersigned, thereunto duly authorized, in the City of Mechanicsburg, Commonwealth of Pennsylvania, on the 10th day of July, 2001. SelectMark, Inc. Select Hospital Investors, Inc. SLMC Finance Corporation Andrew Panaccione By: _________________________________ Andrew Panaccione Vice President and Treasurer Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities indicated for each of the Registrants listed above on July 10, 2001.
Signatures Title ---------- ----- Scott A. Romberger Director and President ___________________________________________ (principal executive, financial and Scott A. Romberger accounting officer) Karen Severino Director and Secretary ___________________________________________ Karen Severino Andrew Panaccione Director, Vice President and Treasurer ___________________________________________ Andrew Panaccione
II-20 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the below-named Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Mechanicsburg, Commonwealth of Pennsylvania, on the 10th day of July, 2001. Avalon Rehabilitation & Healthcare, L.L.C. By: Select Medical of Ohio, Inc., Its Sole Member Michael E. Tarvin By: _________________________________ Michael E. Tarvin Vice President and Secretary Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities indicated on July 10, 2001.
Signatures Title ---------- ----- Rocco A. Ortenzio Director and Chief Executive Officer of the ___________________________________________ Sole Member Rocco A. Ortenzio (principal executive officer) Martin F. Jackson Vice President and Assistant Secretary of ___________________________________________ the Sole Member Martin F. Jackson (principal financial officer) Scott A. Romberger Vice President, Treasurer and Assistant ___________________________________________ Secretary of the Sole Member Scott A. Romberger (principal accounting officer)
II-21 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the below-named Registrant have duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Mechanicsburg, Commonwealth of Pennsylvania, on the 10th day of July, 2001. GP Therapy LLC By: Georgia Physical Therapy, Inc., its Sole Member Michael E. Tarvin By: _________________________________ Michael E. Tarvin Vice President and Secretary Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities indicated on July 10, 2001.
Signatures Title ---------- ----- Rocco A. Ortenzio Director and Chief Executive Officer of the ___________________________________________ Sole Member Rocco A. Ortenzio (principal executive officer) Martin F. Jackson Vice President and Assistant Secretary of ___________________________________________ the Sole Member Martin F. Jackson (principal financial officer) Scott A. Romberger Vice President, Treasurer and Assistant ___________________________________________ Secretary of the Sole Member Scott A. Romberger (principal accounting officer)
II-22 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the below-named Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Mechanicsburg, Commonwealth of Pennsylvania, on the 10th day of July, 2001. NW Rehabilitation Associates, L.P. By: Select Medical of Pennsylvania, Inc., Its General Partner Michael E. Tarvin By: _________________________________ Michael E. Tarvin Vice President and Secretary Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities indicated on July 10, 2001.
Signatures Title ---------- ----- Rocco A. Ortenzio Director and Chief Executive Officer of the ___________________________________________ General Partner Rocco A. Ortenzio (principal executive officer) Martin F. Jackson Vice President and Assistant Secretary of ___________________________________________ the General Partner Martin F. Jackson (principal financial officer) Scott A. Romberger Vice President, Treasurer and Assistant ___________________________________________ Secretary of the General Partner Scott A. Romberger (principal accounting officer)
II-23 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the below-named Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Mechanicsburg, Commonwealth of Pennsylvania, on the 10th day of July, 2001. NovaCare Health Group, LLC By: NovaCare Occupational Health Services, Inc., its Sole Member Michael E. Tarvin By: _________________________________ Michael E. Tarvin Vice President and Secretary Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities indicated on July 10, 2001.
Signatures Title ---------- ----- Rocco A. Ortenzio Director and Chief Executive Officer of the ___________________________________________ Sole Member Rocco A. Ortenzio (principal executive officer) Martin F. Jackson Vice President and Assistant Secretary of ___________________________________________ the Sole Member Martin F. Jackson (principal financial officer) Scott A. Romberger Vice President, Treasurer and Assistant ___________________________________________ Secretary of the Sole Member Scott A. Romberger (principal accounting officer)
II-24 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the below-named Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Mechanicsburg, Commonwealth of Pennsylvania, on the 10th day of July, 2001. Select Software Ventures, L.L.C. By: RehabClinics, Inc., its Sole Member Michael E. Tarvin By: _________________________________ Michael E. Tarvin Vice President and Secretary Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities indicated on July 10, 2001.
Signatures Title ---------- ----- Rocco A. Ortenzio Director and Chief Executive Officer of the ___________________________________________ Sole Member Rocco A. Ortenzio (principal executive officer) Martin F. Jackson Vice President and Assistant Secretary of ___________________________________________ the Sole Member Martin F. Jackson (principal financial officer) Scott A. Romberger Vice President, Treasurer and Assistant ___________________________________________ Secretary of the Sole Member Scott A. Romberger (principal accounting officer)
II-25 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the below-named Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Mechanicsburg, Commonwealth of Pennsylvania, on the 10th day of July, 2001. Select Specialty Hosptial--Camp Hill, L.P. By: Select Specialty Hospital, Inc., its General Partner Michael E. Tarvin By: _________________________________ Michael E. Tarvin Vice President and Secretary Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities indicated on July 10, 2001.
Signatures Title ---------- ----- Rocco A. Ortenzio Director and Chief Executive Officer of the ___________________________________________ General Partner Rocco A. Ortenzio (principal executive officer) Martin F. Jackson Vice President and Assistant Secretary of ___________________________________________ the General Partner Martin F. Jackson (principal financial officer) Scott A. Romberger Vice President, Treasurer and Assistant ___________________________________________ Secretary of the General Partner Scott A. Romberger (principal accounting officer)
II-26 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the above-named Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Mechanicsburg, Commonwealth of Pennsylvania, on the 10th day of July, 2001. TJ Partnership I By: RehabClincs (PTA), Inc., Its General Partner Michael E. Tarvin By: _________________________________ Michael E. Tarvin Vice President and Secretary Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities indicated on July 10, 2001.
Signatures Title ---------- ----- Rocco A. Ortenzio Director and Chief Executive Officer of the ___________________________________________ General Partner Rocco A. Ortenzio (principal executive officer) Martin F. Jackson Vice President and Assistant Secretary of ___________________________________________ the General Partner Martin F. Jackson (principal financial officer) Scott A. Romberger Vice President, Treasurer and Assistant ___________________________________________ Secretary of the General Partner Scott A. Romberger (principal accounting officer)
II-27