-----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, UPbj5vOU67DkWfhDHNIz/MbVk0PWr+cqAKPutO1cJQcrN0dbNuLNH98v/YH8ETqT POhFe52KvBqePZklfiI/gw== /in/edgar/work/0000950135-00-005103/0000950135-00-005103.txt : 20001116 0000950135-00-005103.hdr.sgml : 20001116 ACCESSION NUMBER: 0000950135-00-005103 CONFORMED SUBMISSION TYPE: S-3/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20001115 FILER: COMPANY DATA: COMPANY CONFORMED NAME: POLYMEDICA CORP CENTRAL INDEX KEY: 0000878748 STANDARD INDUSTRIAL CLASSIFICATION: [2834 ] IRS NUMBER: 043033368 STATE OF INCORPORATION: MA FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: S-3/A SEC ACT: SEC FILE NUMBER: 333-35312 FILM NUMBER: 769618 BUSINESS ADDRESS: STREET 1: 11 STATE ST CITY: WOBURN STATE: MA ZIP: 01801 BUSINESS PHONE: 6179332020 MAIL ADDRESS: STREET 1: 11 STATE STREET CITY: WOBURN STATE: MA ZIP: 01801 FORMER COMPANY: FORMER CONFORMED NAME: POLYMEDICA INDUSTRIES INC DATE OF NAME CHANGE: 19930328 S-3/A 1 b37305a1s-3a.txt POLYMEDICA CORPORATION 1 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 15, 2000 REGISTRATION STATEMENT NO. 333-35312 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 --------------- PRE-EFFECTIVE AMENDMENT NO. 1 TO FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 --------------- POLYMEDICA CORPORATION (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) MASSACHUSETTS 04-3033368 (STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER IDENTIFICATION NO.) INCORPORATION OR ORGANIZATION) 11 STATE STREET WOBURN, MASSACHUSETTS 01801 (781) 933-2020 (ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES) --------------- STEVEN J. LEE CHAIRMAN AND CHIEF EXECUTIVE OFFICER POLYMEDICA CORPORATION 11 STATE STREET WOBURN, MASSACHUSETTS 01801 (781) 933-2020 (NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE) --------------- COPIES TO: JOHN K.P. STONE, III, ESQ. THOMAS L. BARRETTE, JR., ESQ. HALE AND DORR LLP 60 STATE STREET BOSTON, MASSACHUSETTS 02109 TELEPHONE: (617) 526-6000 TELECOPY: (617) 526-5000 --------------- APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC: From time to time after the effective date of this Registration Statement in light of market conditions and other factors. If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. [ ] If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. [X] 2 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 COMPANY HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE COMPANY 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 SECURITIES AND EXCHANGE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a), SHALL DETERMINE. 3 THE INFORMATION IN THIS PRELIMINARY PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. THESE SECURITIES MAY NOT BE SOLD UNTIL THE REGISTRATION STATEMENT FILED WITH THE SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PRELIMINARY PROSPECTUS IS NOT AN OFFER TO SELL NOR DOES IT SEEK AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED. SUBJECT TO COMPLETION, DATED NOVEMBER 15, 2000 $100,000,000 POLYMEDICA CORPORATION COMMON STOCK - -------------------------------------------------------------------------------- PolyMedica may from time to time issue shares of common stock having an aggregate value of up to $100,000,000 with this prospectus, in amounts, at prices and on terms to be determined by market conditions at the time of the offering. We may sell shares of common stock to or through underwriters and also to other purchasers or through agents. The names of any underwriters or agents will be set forth in the accompanying prospectus supplement. This prospectus may not be used to consummate sales of common stock unless it is accompanied by a prospectus supplement. INVESTING IN OUR COMMON STOCK INVOLVES RISKS. SEE "RISK FACTORS" BEGINNING ON PAGE 7. - -------------------------------------------------------------------------------- NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. The date of this prospectus is November __, 2000. 4 TABLE OF CONTENTS
PAGE ---- About This Prospectus.................................................... 2 Where You Can Find More Information...................................... 2 Forward-Looking Information.............................................. 3 Our Business............................................................. 5 Risk Factors............................................................. 7 Use of Proceeds.......................................................... 11 Plan of Distribution..................................................... 12 Legal Matters............................................................ 12 Experts.................................................................. 13
-------------- PolyMedica Corporation was incorporated as Emerging Sciences, Inc. in Massachusetts in November 1988, and commenced commercial operations in October 1989. In July 1990, we changed our name to PolyMedica Industries, Inc., and in September 1997, we changed our name to PolyMedica Corporation. Our executive offices are located at 11 State Street, Woburn, Massachusetts, and our telephone number is (781) 933-2020. Our World Wide Web site addresses are www.polymedica.com and www.libertymedical.com. The information in our Web sites is not a part of this prospectus and is not incorporated by reference into this prospectus. Unless the context otherwise requires, references in this prospectus to "PolyMedica," "we," "us," and "our" refer to PolyMedica Corporation and its subsidiaries. Our Nasdaq National Market symbol is PLMD. We have registered the trademarks "AZO STANDARD," "AZO CRANBERRY," "CYSTOSPAZ," "CYSTOSPAZ-M," "SUPPRETTES," "AQUACHLORAL" and "URISED" on the Principal Register of the United States Patent and Trademark Office. This prospectus also contains other product names, trade names and trademarks that belong to us or to other organizations. We may use underwriters in the offering of the common stock. The underwriters may subject the common stock to various conditions and may reject all or part of any order. --------------- ABOUT THIS PROSPECTUS This prospectus is part of a registration statement that we filed with the SEC utilizing a "shelf" registration process. Under this shelf process, we may sell the shares of common stock covered by this prospectus in one or more offerings up to a total dollar amount of $100,000,000. Each time we sell shares of common stock, we will provide a prospectus supplement that will contain specific information about the terms of that offering. The prospectus supplement may also add, update or change information contained in this prospectus. This prospectus, together with applicable prospectus supplements, includes all material information relating to this offering. WHERE YOU CAN FIND MORE INFORMATION We file reports, proxy statements and other documents with the Securities and Exchange Commission. You may read and copy any document we file at the SEC's public reference room at Judiciary Plaza Building, 450 Fifth Street, N.W., Room 1024, Washington, D.C. 20549. You should call -2- 5 1-800-SEC-0330 for more information on the public reference room. Our SEC filings are also available to you on the SEC's Internet site at http://www.sec.gov. In addition, these materials may be read at the offices of The Nasdaq Stock Market, Inc., 1735 K Street, N.W., Washington, D.C. 20006. This prospectus is part of the registration statement and the prospectus supplement and does not contain all of the information included in the registration statement and the prospectus supplement. Whenever a reference is made in this prospectus to any contract or other document of PolyMedica, the reference may not be complete and you should refer to the exhibits that are a part of the registration statement or the prospectus supplement for a copy of the contract or document. The SEC allows us to "incorporate by reference" into this prospectus information that we file with the SEC in other documents. This means that we can disclose important information to you by referring to other documents that contain that information. The information incorporated by reference is an important part of this prospectus, and information that we file with the SEC in the future and incorporate by reference will automatically update and may supersede the information contained in this prospectus. We hereby incorporate by reference the documents listed below and any future filings we make with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended, until we sell all of the common stock covered by this prospectus: * Our Annual Report on Form 10-K for the fiscal year ended March 31, 2000; * Our Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2000; * Our Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2000; * All of our filings pursuant to the Exchange Act after the date of filing the initial registration statement and prior to effectiveness of the registration statement; and * The description of our common stock contained in our Registration Statement on Form 8-A filed with the SEC on March 27, 1995. Each of these documents is available from the SEC's website and public reference rooms described above. You may also request a copy of these documents, excluding exhibits, at no cost, by contacting: PolyMedica Corporation, 11 State Street, Woburn, Massachusetts 01801, Attention: Investor Relations; Telephone (781) 933-2020. You should rely only on the information incorporated by reference or provided in this prospectus or any prospectus supplement. We have not authorized anyone else to provide you with different information. We are not making an offer of the shares of common stock covered by this prospectus in any state where the offer is not permitted. You should not assume that the information in this prospectus or any prospectus supplement is accurate as of any date other than the date on the front of those documents. FORWARD-LOOKING INFORMATION This prospectus contains or incorporates forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. You can identify these forward-looking statements by our use of the words "believes," "anticipates," "plans," "expects," "may," "will," "would," "intends," "estimates" and similar expressions, whether in the negative or affirmative. We -3- 6 cannot guarantee that we actually will achieve these plans, intentions or expectations. Actual results or events could differ materially from the plans, intentions and expectations disclosed in the forward-looking statements we make. We have included important factors in the cautionary statements in this prospectus, particularly under the heading "Risk Factors," that we believe could cause our actual results to differ materially from the forward-looking statements that we make. The forward-looking statements do not reflect the potential impact of any future acquisitions, mergers or dispositions. We do not assume any obligation to update any forward-looking statement we make. -4- 7 OUR BUSINESS General PolyMedica Corporation is a leading provider of direct-to-consumer specialty medical products and services, conducting business in the Chronic Care, Professional Products and Consumer Healthcare markets. We sell diabetes supplies through our Chronic Care segment. Our AZO brand holds a leading position in the over-the-counter urinary health market. We also market, manufacture and distribute a line of prescription urological and suppository products and provide direct-to-consumer prescription respiratory supplies and services to Medicare-eligible seniors suffering from chronic obstructive pulmonary disease through our Professional Products segment. Chronic Care We are a national direct-mail provider of diabetes and adult nutrition supplies through our Chronic Care segment. We have a database of over 280,000 active Medicare-eligible diabetes customers, many of whom suffer from other chronic care diseases, to whom we sell name-brand products. We deliver products to customers' homes and bill Medicare and private insurance directly for those supplies that are reimbursable. We meet the needs of seniors suffering from these diseases by: - providing mail order delivery of supplies directly to our customers' homes; - billing Medicare or private insurance directly; - providing 24-hour telephone support to customers; and - using sophisticated software and advanced order fulfillment systems to provide products and support quickly and efficiently. In the United States, there are approximately 6.3 million seniors who have diabetes. With our database of over 280,000 active Medicare-eligible diabetes customers, we serve approximately 4.4% of the diabetes marketplace. While many of the 6.3 million seniors with diabetes are covered by managed care or reside in extended care facilities, we believe that the balance are potential customers of ours. Professional Products We are a national direct-mail provider of prescription respiratory supplies and also market, manufacture and distribute a line of prescription urological and suppository products under our own brands through our Professional Products segment. Our broad line of prescription urology products includes urinary analgesics, antispasmodics, local anesthetics and analgesic suppositories, excluding anti-infectives. Our primary customers for these urology products are large drug wholesalers in the United States. Similar to the service we provide in our Chronic Care segment, we deliver products to customers' homes and bill Medicare and private insurance directly for those prescription respiratory supplies that are reimbursable. As a participating Medicare provider and third-party insurance biller, we provide a simple, reliable way for seniors to obtain their supplies for respiratory disease treatment. In 1998, Medicare expenditures for two key drugs for the treatment of respiratory disease, albuterol and ipratropium, were in excess of $400 million. We estimate that up to 10% of our customer for diabetes supplies also suffer from respiratory disease. As of October 31, 2000, we had over 20,000 active customers for our respiratory disease supplies. Consumer Healthcare Our Consumer Healthcare division primarily sells over-the-counter female urinary discomfort products. We sell our urinary discomfort products for women under the AZO brand name and hold the number one position in this market for these types of products. We sell our Consumer Healthcare products through an extensive network to large drug store chains, major supermarkets, mass merchandisers and drug wholesalers in the United States. -5- 8 Strategy Our principal strategy is to leverage our technology-based operating platform and compliance management protocol to expand our business. This strategy includes the following elements: * continue growth in our Chronic Care and Professional Products businesses by expanding our customer base; * expand into non-Medicare initiatives; and * add complementary products and businesses. -6- 9 RISK FACTORS You should carefully consider the following factors and other information in this prospectus before deciding to invest in our common stock. If any of the following risks or uncertainties actually occurs, our business, financial condition and operating results would likely suffer, the market price of our common stock could decline, and you could lose all or part of the money you paid to buy our common stock. WE COULD EXPERIENCE SIGNIFICANTLY REDUCED PROFITS IF MEDICARE CHANGES, DELAYS OR DENIES REIMBURSEMENT Sales of a significant portion of our Chronic Care and Professional Products supplies will depend on the continued availability of reimbursement of our customers by government and private insurance plans. Any reduction in Medicare reimbursement currently available for our products would reduce our revenues. Without a corresponding reduction in the cost of such products, the result would be a reduction in our overall profit margin. Similarly, any increase in the cost of such products would reduce our overall profit margin unless there were a corresponding increase in Medicare reimbursement. Our profits could also be affected by the imposition of more stringent regulatory requirements for Medicare reimbursement. Any failure to comply with required Medicare reimbursement procedures could result in delays or loss of reimbursement and other sanctions, including fines and loss of Medicare provider status. WE PLAN TO CONTINUE OUR RAPID EXPANSION; IF WE DO NOT MANAGE OUR GROWTH SUCCESSFULLY, OUR GROWTH AND PROFITABILITY MAY SLOW OR STOP We have expanded our operations rapidly and plan to continue to expand. This expansion has created significant demands on our administrative, operational and financial personnel and other resources. Additional expansion in existing or new markets could strain these resources and increase our need for capital. Our personnel, systems, procedures, controls and existing space may not be adequate to support further expansion. THE PROFITABILITY OF OUR CHRONIC CARE AND PROFESSIONAL PRODUCTS SEGMENTS WILL DECREASE IF WE DO NOT RECEIVE RECURRING ORDERS FROM CUSTOMERS We generally incur losses and negative cash flow with respect to the first order for Chronic Care and respiratory products, included in our Professional Products segment, from a customer, due primarily to the marketing and regulatory compliance costs associated with initial customer qualification. Accordingly, the profitability of these segments depends in large part, on recurring and sustained reorders. Reorder rates are inherently uncertain due to several factors, many of which are outside our control, including changing customer preferences, competitive price pressures, customer transition to extended care facilities, customer mortality and general economic conditions. WE COULD EXPERIENCE SIGNIFICANTLY REDUCED PROFITS FROM OUR CHRONIC CARE SEGMENT IF IMPROVED TECHNOLOGIES THAT ELIMINATE THE NEED FOR CONSUMABLE TESTING SUPPLIES ARE DEVELOPED FOR GLUCOSE MONITORING The majority of our Chronic Care net revenues are from consumable testing supplies, used to draw and test small quantities of blood for the purpose of measuring and monitoring glucose levels. Numerous research efforts are underway to develop more convenient and less intrusive glucose measurement techniques. The commercialization and widespread acceptance of new technologies that eliminate or reduce the need for consumable testing supplies could negatively affect our Chronic Care business. -7- 10 WE COULD BE LIABLE FOR HARM CAUSED BY PRODUCTS THAT WE SELL The sale of medical products entails the risk that users will make product liability claims. A product liability claim could be expensive. Our insurance may not provide adequate coverage against these claims. WE COULD LOSE CUSTOMERS AND REVENUES TO NEW OR EXISTING COMPETITORS WHO HAVE GREATER FINANCIAL OR OPERATING RESOURCES Competition from other sellers of products offered through our Chronic Care, Professional Products and Consumer Healthcare segments, manufacturers of healthcare products, pharmaceutical companies and other competitors is intense and expected to increase. Many of our competitors and potential competitors are large companies with well known names and substantial resources. These companies may develop products and services that are more effective or less expensive than any that we are developing or selling. They may also promote and market these products more successfully than we promote and market our products. LOSS OF USE OF MANUFACTURING OR DATA STORAGE FACILITIES WOULD SIGNIFICANTLY REDUCE REVENUES AND PROFITS FROM OUR CONSUMER HEALTHCARE AND PROFESSIONAL PRODUCTS BUSINESSES We manufacture some of our Professional Products and many of our AZO products at our facility in Woburn, Massachusetts. In addition, we process and store most of our customer data in our facility in Port St. Lucie, Florida. If we cannot use any of these facilities as a result of Food and Drug Administration, Occupational Safety and Health Administration or other regulatory action, fire, natural disaster or other event, our revenues and profits will decrease significantly. We might also incur significant expense in remedying the problem or securing an alternative manufacturing or data storage source. IF WE OR OUR SUPPLIERS DO NOT COMPLY WITH APPLICABLE GOVERNMENT REGULATIONS, WE MAY BE PROHIBITED FROM SELLING OUR PRODUCTS Many of the products that we sell are regulated by the Food and Drug Administration and other regulatory agencies. If any of these agencies mandate a suspension of production or sales of our products or mandate a recall, we may lose sales and incur expense until we are in compliance with the regulations or change to another acceptable supplier. WE COULD HAVE DIFFICULTY SELLING OUR CONSUMER HEALTHCARE AND PROFESSIONAL PRODUCTS IF WE CANNOT MAINTAIN AND EXPAND OUR SALES TO DISTRIBUTORS We rely on third party distributors to market and sell our Consumer Healthcare and some of our Professional Products. Our sales of Consumer Healthcare and Professional Products will therefore depend in part on our maintaining and expanding marketing and distribution relationships with pharmaceutical, medical device, personal care and other distributors and on the success of those distributors in marketing and selling our products. SHORTENING OR ELIMINATING AMORTIZATION OF OUR DIRECT-RESPONSE ADVERTISING COSTS COULD ADVERSELY AFFECT OUR OPERATING RESULTS Any accounting or business change that shortens or eliminates the amortization period of our direct-response advertising costs -- four years for our diabetes products and two years for our respiratory products -- could result in accelerated charges against our earnings. -8- 11 OUR QUARTERLY REVENUES OR OPERATING RESULTS COULD VARY, WHICH MAY CAUSE THE MARKET PRICE OF OUR SECURITIES TO DECLINE We have experienced fluctuations in our quarterly operating results and anticipate that such fluctuations could continue. Results may vary significantly depending on a number of factors, including: * changes in reimbursement guidelines and amounts; * changes in regulations affecting the healthcare industry; * changes in the mix or cost of our products; * the timing of customer orders; * the timing and cost of our advertising campaigns; and * the timing of the introduction or acceptance of new products and services offered by us or our competitors. WE MAY MAKE ACQUISITIONS THAT WILL STRAIN OUR FINANCIAL AND OPERATIONAL RESOURCES We regularly review potential acquisitions of businesses and products. Acquisitions involve a number of risks that might adversely affect our financial and operational resources, including: * diversion of the attention of senior management from important business matters; * amortization of substantial goodwill; * difficulty in retaining key personnel of an acquired business; * failure to assimilate operations of an acquired business; * failure to retain the customers of an acquired business; * possible operating losses and expenses of an acquired business; * exposure to legal claims for activities of an acquired business prior to acquisition; and * incurrence of debt and related interest expense. -9- 12 OUR STOCK PRICE COULD BE VOLATILE, WHICH COULD RESULT IN SUBSTANTIAL LOSSES FOR INVESTORS PURCHASING SHARES IN THIS OFFERING The trading price of our common stock has been volatile and is likely to continue to be volatile. The stock market in general, and the market for healthcare-related companies in particular, has experienced extreme volatility. This volatility has often been unrelated to the operating performance of particular companies. Investors may not be able to sell their common stock at or above our public offering price. Prices for the common stock will be determined in the marketplace and may be influenced by many factors, including variations in our financial results, changes in earnings estimates by industry research analysts, investors' perceptions of us and general economic, industry and market conditions. WE MAY ISSUE PREFERRED STOCK WITH RIGHTS SENIOR TO THE COMMON STOCK Our articles of organization authorizes the issuance of up to 2,000,000 shares of preferred stock without stockholder approval. The shares may have dividend, voting, liquidation and other rights and preferences that are senior to the rights of the common stock. The rights and preferences of any such class or series of preferred stock would be established by our Board of Directors in its sole discretion. FUTURE SALES OF COMMON STOCK MAY DEPRESS OUR STOCK PRICE Under this shelf process, we may sell common stock in one or more offerings up to an aggregate amount of $100,000,000. The number and timing such sales, as well as the volume and value of the common stock, may adversely affect the market price of our common stock. OUR MANAGEMENT HAS BROAD DISCRETION IN THE USE OF PROCEEDS OF ANY OFFERING Our management has broad discretion in the use of proceeds from these offerings. Our failure to use these funds effectively could have an adverse effect on the market price of our common stock. -10- 13 USE OF PROCEEDS Unless otherwise indicated in an accompanying prospectus supplement, we expect to use the net proceeds from the sale of the shares of common stock offered by us for working capital and general corporate purposes. We have discussions on an ongoing basis regarding possible acquisitions or investments in businesses or products that are complementary to our business. Although we may use a portion of the net proceeds for these kinds of investments, there are no current agreements or commitments in this regard. We may, however, change the allocation of these proceeds in response to developments or changes that affect our business or our industry. Pending use of the net proceeds for the above purposes, we plan to invest such funds in short-term, investment grade, interest-bearing securities. -11- 14 PLAN OF DISTRIBUTION We may sell shares of common stock through agents, underwriters or dealers, or directly to one or more purchasers. Agents. We may designate agents who agree to use their reasonable efforts to solicit purchases for the period of their appointment or to sell shares of common stock on a continuing basis. Underwriters. If we use underwriters for the sale of shares of common stock, the underwriters will acquire the shares for their own account. The underwriters may resell the shares in one or more transactions, including negotiated transactions, at a fixed public offering price or at varying prices determined at the time of sale. The obligations of the underwriters to purchase the shares will be subject to the conditions set forth in the applicable underwriting agreement. Any public offering price and any discounts or concessions allowed or paid to dealers may be changed from time to time. Direct Sales. We might also sell shares of common stock to one or more purchasers without using underwriters or agent. Underwriters, dealers and agents that participate in the distribution of the shares may be underwriters as defined in the Securities Act and any discounts or commissions they receive from us and any profit on their resale of the shares may be treated as underwriting discounts and commissions under the Securities Act. The applicable prospectus supplement will identify any underwriters, dealers and agents and describe their compensation. We may have agreements with the underwriters, dealers and agents to indemnify them against certain civil liabilities, including liabilities under the Securities Act. Underwriters, dealers and agents may engage in transactions with or perform services for us or our subsidiaries in the ordinary course of their businesses. Stabilization Activities. Any underwriter may engage in over-allotment, stabilizing transactions, short covering transactions and penalty bids in accordance with Regulation M under the Exchange Act. Over-allotment involves sales in excess of the offering size, which create a short position. Stabilizing transactions permit bids to purchase the shares so long as the stabilizing bids do not exceed a specified maximum. Short covering transactions involve purchases of the shares in the open market after the distribution is completed to cover short positions. Penalty bids permit the underwriters to reclaim a selling concession from a dealer when the shares originally sold by the dealer are purchased in a covering transaction to cover short positions. Those activities may cause the price of the shares to be higher than it would otherwise be. If commenced, the underwriters may discontinue any of the activities at any time. LEGAL MATTERS The validity of the shares we are offering will be passed upon for us by Hale and Dorr LLP, Boston, Massachusetts. -12- 15 EXPERTS The consolidated financial statements incorporated in this prospectus by reference to the Annual Report on Form 10-K for the year ended March 31, 2000 have been so incorporated in reliance on the report of PricewaterhouseCoopers LLP, independent accountants, given on the authority of said firm as experts in auditing and accounting. -13- 16 - -------------------------------------------------------------------------------- POLYMEDICA CORPORATION COMMON STOCK --------------- PROSPECTUS --------------- November _, 2000 - -------------------------------------------------------------------------------- You should rely only on the information contained in this prospectus. No dealer, salesperson or other person is authorized to give information that is not contained in this prospectus. This prospectus is not an offer to sell nor is it seeking an offer to buy our common stock in any jurisdiction where the offer or sale is not permitted. The information contained in this prospectus is correct only as of the date of this prospectus, regardless of the time of the delivery of this prospectus or any sale of our common stock. 17 PART II INFORMATION NOT REQUIRED IN PROSPECTUS ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION. The following table sets forth the various expenses to be incurred in connection with the sale and distribution of the shares of common stock being registered hereby, all of which will be borne by PolyMedica. All amounts shown are estimates except the Securities and Exchange Commission registration fee, the NASDAQ National Market listing fee and the NASD filing fee. Registration Fee -- Securities and Exchange Commission............... $26,400 NASDAQ National Market listing fee................................... 17,000 NASD filing fee...................................................... n/a Blue Sky Fees........................................................ 10,000 Legal fees and expenses of PolyMedica................................ 75,000 Accounting fees and expenses......................................... 25,000 Printing............................................................. 10,000 Miscellaneous expenses............................................... 11,600 -------- Total Expenses............................................. $175,000 ======== ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS. Section 13(b)(1) of Chapter 156B of the Massachusetts General Laws allows a corporation to eliminate or limit the personal liability of a director of a corporation to the corporation or its shareholders for monetary damages for a breach of fiduciary duty as a director notwithstanding any provision of law imposing such liability, except where the director breached his duty of loyalty, failed to act in good faith, engaged in intentional misconduct or knowingly violated a law, authorized the payment of an improper distribution or loan to an insider or obtained an improper personal benefit. PolyMedica has included such a provision in its restated articles of organization. Section 67 of Chapter 156B of the Massachusetts General Laws ("Section 67") provides that a corporation may indemnify its directors and officers to the extent specified in or authorized by: (i) the articles of organization, (ii) a by-law adopted by the shareholders, or (iii) a vote adopted by the holders of a majority of the shares of stock entitled to vote on the election of directors. In all instances, the extent to which a corporation provides indemnification to its directors and officers under Section 67 is optional. The restated articles of organization of PolyMedica contain provisions to the effect that each director, officer and employee of PolyMedica shall be indemnified by PolyMedica against expenses, judgments and fines incurred in connection with any legal proceedings to which he may be made a party or with which he may become involved or threatened by reason of having been an officer, director or employee of PolyMedica or of any other organization at the request of PolyMedica. The provisions include indemnification with respect to matters covered by a settlement. Any such indemnification shall be made unless it is determined by a majority vote of a quorum of the Board of Directors, a majority vote of a quorum of disinterested shareholders, independent legal counsel or a court, that indemnification is improper in the circumstances because the person seeking indemnification has not met the applicable standards of conduct. It must be determined that the director, officer or employee acted in good faith with the reasonable belief that his action was in the best interests of PolyMedica, and, with respect to any criminal action or proceeding, that he had no reasonable cause to believe his conduct was unlawful. II-1 18 PolyMedica has purchased directors' and officers' liability insurance which would indemnify its directors and officers against damages arising out of certain kinds of claims which might be made against them based on their negligent acts or omissions while acting in their capacity as such. ITEM 16. EXHIBITS EXHIBIT NUMBER DESCRIPTION ------ ----------- 4.1 Restated Articles of Organization of the Registrant(1) 4.2 Restated By-Laws of the Registrant(1) 5.1 Opinion of Hale and Dorr LLP 23.1 Consent of PricewaterhouseCoopers LLP 23.2 Consent of Hale and Dorr LLP (included in Exhibit 5.1 filed herewith) 24.1 Power of Attorney (See page II-4 of this Registration Statement) - ---------- (1) Incorporated herein by reference to the exhibits to the Registrant's Registration Statement on Form S-1 (File No. 33-45425) ITEM 17. UNDERTAKINGS. Item 512(a) of Regulation S-K. The 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: (a) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933, as amended; (b) To reflect in the prospectus any facts 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 the 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 and of the estimated maximum offering range may be reflected in the form of prospectus filed with the Securities and Exchange Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the "Calculations of Registration Fee" table in the effective Registration Statement; and (c) 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; provided, however, that paragraphs (1)(a) and (1)(b) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the Registrant pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, that are incorporated by reference in the Registration Statement; (2) That, for the purpose of determining any liability under the Securities Act of 1933, as amended, 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-2 19 Item 512(b) of Regulation S-K. The Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in this Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein and the offering of such securities at the time shall be deemed to be the initial bona fide offering thereof. Item 512(h) of Regulation S-K. 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 indemnification provisions described herein, 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. Item 512(i) of Regulation S-K. The undersigned registrant hereby undertakes that: (1) For purposes of determining any liability under the Securities Act, the information omitted from the form of prospectus filed as part of this Registration Statement in reliance upon Rule 430A and contained in a form of prospectus filed by the Registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this Registration Statement as of the time it was declared effective. (2) For the purpose of determining any liability under the Securities Act, each post-effective amendment that contains a form of prospectus 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. II-3 20 SIGNATURES PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED, THE REGISTRANT CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT MEETS ALL OF THE REQUIREMENTS FOR FILING ON FORM S-3 AND HAS DULY CAUSED THIS REGISTRATION STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE CITY OF WOBURN, COMMONWEALTH OF MASSACHUSETTS, ON NOVEMBER 15, 2000. POLYMEDICA CORPORATION By:/s/ Eric G. Walters --------------------------------- Eric G. Walters Chief Financial Officer SIGNATURES AND POWER OF ATTORNEY We, the undersigned officers and directors of PolyMedica Corporation, hereby severally constitute and appoint Steven J. Lee, Arthur A. Siciliano, Eric G. Walters, John K.P. Stone, III, and Thomas L. Barrette, Jr. and each of them singly, our true and lawful attorneys with full power to any of them, and to each of them singly, to sign for us and in our names in the capacities indicated below the Registration Statement on Form S-3 filed herewith and any and all pre-effective and post-effective amendments to said Registration Statement, and any subsequent Registration Statement for the same offering or for any additional offerings (as contemplated by the Registration Statement filed herewith) which may be filed under Rule 415 or Rule 462, and generally to do all such things in our name and on our behalf in our capacities as officers and directors to enable PolyMedica Corporation to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission, hereby ratifying and confirming our signatures as they may be signed by our said attorneys, or any of them, to said Registration Statement and any and all amendments thereto or to any subsequent Registration Statement for the same offering or for any additional offerings (as contemplated by this Registration Statement filed herewith) which may be filed under Rule 415 or Rule 462. 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 INDICATED ON NOVEMBER 15, 2000. SIGNATURE TITLE /s/ Steven J. Lee Chief Executive Officer and - ------------------------------- Chairman of the Board of Directors. STEVEN J. LEE (Principal Executive Officer) /s/ Eric G. Walters Chief Financial Officer - ------------------------------- (Principal Financial Officer and Principal ERIC G. WALTERS Accounting Officer) II-4 21 /s/ Daniel S. Bernstein Director - ------------------------------- DANIEL S. BERNSTEIN /s/ Herbert A. Denton Director - ------------------------------- HERBERT A. DENTON /s/ Marcia J. Hooper Director - ------------------------------- MARCIA J. HOOPER /s/ Frank W. Logerfo Director - ------------------------------- FRANK W. LOGERFO /s/ Thomas S. Soltys Director - ------------------------------- THOMAS S. SOLTYS II-5 22 EXHIBIT INDEX EXHIBIT NUMBER DESCRIPTION ------ ----------- 4.1 Restated Articles of Organization of the Registrant(1) 4.2 Restated By-Laws of the Registrant(1) 5.1 Opinion of Hale and Dorr LLP 23.1 Consent of PricewaterhouseCoopers LLP 23.2 Consent of Hale and Dorr LLP (Included in Exhibit 5.1 filed herewith) 24.1 Power of Attorney (See page II-4 of this Registration Statement) - ---------- (1) Incorporated herein by reference to the exhibits to the Registrant's Registration Statement on Form S-1 (File No. 33-45425) II-6 EX-5.1 2 b37305a1ex5-1.txt OPINION AND CONSENT OF HALE AND DORR 1 Exhibit 5.1 November 15, 2000 PolyMedica Corporation 11 State Street Woburn, MA 01801 Re: Registration Statement on Form S-3 ---------------------------------- Ladies and Gentlemen: This opinion is furnished to you in connection with a Registration Statement on Form S-3 (File No. 333-35312) (the "Registration Statement") filed by PolyMedica Corporation, a Massachusetts corporation (the "Company"), with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended (the "Securities Act"), for the registration of the Company's common stock, $0.01 par value per share (the "Shares"), all of which may be issued from time to time on a delayed or continuous basis pursuant to Rule 415 under the Securities Act at an aggregate initial offering price not to exceed $100,000,000. We are acting as counsel for the Company in connection with the sale by the Company of the Shares. We have examined signed copies of the Registration Statement as filed with the Commission. We have also examined and relied upon minutes of meetings of the stockholders and the Board of Directors of the Company as provided to us by the Company, stock record books of the Company as provided to us by the Company, the Certificate of Incorporation and By-Laws of the Company, each as restated and/or amended to date, and such other documents as we have deemed necessary for purposes of rendering the opinions hereinafter set forth. In our examination of the foregoing documents, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as copies, the authenticity of the originals of such latter documents and the legal competence of all signatories to such documents. We assume that the appropriate action will be taken, prior to the offer and sale of the Shares, to register and qualify the Shares for sale under all applicable state securities or "blue sky" laws. 2 PolyMedica Corporation November 15, 2000 Page 2 We express no opinion herein as to the laws of any state or jurisdiction other than the state laws of the Commonwealth of Massachusetts, the General Corporation Law of the State of Delaware and the federal laws of the United States of America. Based upon and subject to the foregoing, we are of the opinion that when (i) the Shares have been specifically authorized for issuance by the Company's Board of Directors or an authorized committee thereof (the "Authorizing Votes"), (ii) the Registration Statement has become effective under the Securities Act, (iii) the terms of the sale of the Shares have been duly established in conformity with the Company's Restated Articles of Organization and By-laws and do not violate any applicable law or result in a default under or breach of any agreement or instrument binding on the Company and comply with any requirement or restriction imposed by any court or governmental body having jurisdiction over the Company, (iv) the Shares have been issued and sold as contemplated by the Registration Statement, and (v) the Company has received the consideration provided for in the Authorizing Votes, the Shares will be validly issued, fully paid and nonassessable. It is understood that this opinion is to be used only in connection with the offer and sale of the Shares while the Registration Statement is in effect. Please note that we are opining only as to the matters expressly set forth herein, and no opinion should be inferred as to any other matters. This opinion is based upon currently existing statutes, rules, regulations and judicial decisions, and we disclaim any obligation to advise you of any change in any of these sources of law or subsequent legal or factual developments which might affect any matters or opinions set forth herein. We hereby consent to the filing of this opinion with the Commission as an exhibit to the Registration Statement in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act and to the use of our name therein and in the related Prospectus. In 3 PolyMedica Corporation November 15, 2000 Page 3 giving such consent, we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission. Very truly yours, /s/ HALE AND DORR LLP HALE AND DORR LLP EX-23.1 3 b37305a1ex23-1.txt CONSENT OF PRICEWATERHOUSECOOPERS, LLP 1 Exhibit 23.1 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in this Registration Statement on Form S-3 of our report dated May 5, 2000, except for Note V which is dated June 8, 2000 relating to the financial statements, which appears in PolyMedica Corporation's Annual Report on Form 10-K for the year ended March 31, 2000. We also consent to the reference to us under the heading "Experts" in such Registration Statement. /s/ PricewaterhouseCoopers LLP Boston, Massachusetts November 14, 2000 -----END PRIVACY-ENHANCED MESSAGE-----