-----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, CDjryKQJblFie85NaRQok0EAHsz1Mn+ZLnhA/QwG142bs6eqR2VysgrxG0O2P9rb nj6pB51jKuBDU3WUwiLeKg== 0000950129-04-000792.txt : 20040225 0000950129-04-000792.hdr.sgml : 20040225 20040225142313 ACCESSION NUMBER: 0000950129-04-000792 CONFORMED SUBMISSION TYPE: S-3/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20040225 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AMEDISYS INC CENTRAL INDEX KEY: 0000896262 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-HOME HEALTH CARE SERVICES [8082] IRS NUMBER: 113131700 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-111062 FILM NUMBER: 04627150 BUSINESS ADDRESS: STREET 1: 11100 MEAD ROAD STE 300 CITY: BATON ROUGE STATE: LA ZIP: 70816 BUSINESS PHONE: 2252922031 MAIL ADDRESS: STREET 1: 11100 MEAD ROAD STE 300 CITY: BATON ROUGE STATE: LA ZIP: 70816 FORMER COMPANY: FORMER CONFORMED NAME: ANALYTICAL NURSING MANAGEMENT CORP DATE OF NAME CHANGE: 19940819 FORMER COMPANY: FORMER CONFORMED NAME: M&N CAPITAL CORP DATE OF NAME CHANGE: 19930125 S-3/A 1 d12410a5sv3za.txt AMEDISYS, INC.- AMENDMENT NO.5 - 333-111062 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 25, 2004 REGISTRATION NO. 333-111062 ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------------- AMENDMENT NO. 5 TO FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ---------------- AMEDISYS, INC. (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) DELAWARE 11-3131700 (STATE OR OTHER JURISDICTION (I.R.S. EMPLOYER OF INCORPORATION OR IDENTIFICATION NUMBER) ORGANIZATION) 11100 MEAD ROAD, SUITE 300 BATON ROUGE, LOUISIANA 70816 (225) 292-2031 OR (800) 467-2662 (ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES) WILLIAM F. BORNE CHIEF EXECUTIVE OFFICER AMEDISYS, INC. 11100 MEAD ROAD, SUITE 300 BATON ROUGE, LOUISIANA 70816 (225) 292-2031 OR (800) 467-2662 (NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE) COPIES TO: ANTHONY J. CORRERO III, ESQ. ANNA T. PINEDO, ESQ. CORRERO FISHMAN HAYGOOD PHELPS JAMES R. TANENBAUM, ESQ. WALMSLEY & CASTEIX, L.L.P. MORRISON & FOERSTER LLP 201 ST. CHARLES AVE., 46TH FLOOR 1290 AVENUE OF THE AMERICAS NEW ORLEANS, LA 70170-4600 NEW YORK, NY 10104 (504) 586-5252 (212) 468-8000 APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time to time after the effective date of this Registration Statement, as determined by the selling security holders. If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. [ ] If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. [X] If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ] If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ] If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. [ ] THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE SECURITIES ACT, AS AMENDED, OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a), MAY DETERMINE. ================================================================================ ITEM 16. EXHIBITS A) EXHIBITS.
EXHIBIT NUMBER DESCRIPTION OF DOCUMENT ------- ----------------------- 5.0** Opinion of Correro Fishman Haygood Phelps Walmsley & Casteix, L.L.P. as to the legality of the securities being registered. 10.1* Form of Purchase Agreement by and among Amedisys, Inc. and the purchasers set forth on the signature pages thereto. 10.2* Form of Warrants to be issued by Amedisys, Inc. to Raymond James & Associates, Inc. and Jefferies & Company, Inc. 23.1** Consent of Correro Fishman Haygood Phelps Walmsley & Casteix, L.L.P. (included in Exhibit 5.0). 23.2 Consent of KPMG LLP 23.3 Consent of KPMG LLP 24 Power of Attorney. Reference is made to page II-3.
- ------------------ * Incorporated by reference to Amedisys, Inc. Current Report on Form 8-K filed December 10, 2003. ** Previously filed. II-1 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 Amendment No. 5 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Baton Rouge, State of Louisiana, on the 25th day of February 2004. Amedisys, Inc. By: /s/ William F. Borne ----------------------------------------- William F. Borne Chief Executive Officer and Chairman of the Board Pursuant to the requirements of the Securities Act of 1933, the following persons in the capacities and on the dates indicated have signed this Amendment No. 5 to Registration Statement below. /s/ William F. Borne Chief Executive Officer and Chairman of February 25, 2004 - ----------------------------------------- the Board William F. Borne /s/ Gregory H. Browne Principal Financial and Accounting February 25, 2004 - ----------------------------------------- Officer Gregory H. Browne /s/ Jake L. Netterville *Director February 25, 2004 - ----------------------------------------- Jake L. Netterville /s/ David R. Pitts *Director February 25, 2004 - ----------------------------------------- David R. Pitts /s/ Peter F. Ricchiuti *Director February 25, 2004 - ----------------------------------------- Peter F. Ricchiuti /s/ Ronald A. Laborde *Director February 25, 2004 - ----------------------------------------- Ronald A. Laborde
* Pursuant to power of attorney previously filed. II-3 EX-23.2 3 d12410a5exv23w2.txt CONSENT OF KPMG LLP EXHIBIT 23.2 INDEPENDENT AUDITORS' CONSENT The Board of Directors Amedisys, Inc.: We consent to the use of our report dated March 10, 2003, with respect to the consolidated balance sheet of Amedisys, Inc. as of December 31, 2002, and the related consolidated statements of operations, stockholders' equity, and cash flows for the year then ended, incorporated herein by reference and to the reference to our firm under the heading "Experts" in the registration statement. Our report refers to our audit of a 2001 balance sheet reclassification and transitional disclosures for 2001 and 2000 required by Statement of Financial Accounting Standards No. 142 "Goodwill and Other Intangible Assets", which was adopted by Amedisys, Inc. on January 1, 2002 to revise the 2001 and 2000 consolidated financial statements, as more fully described in Note 1 to the consolidated financial statements. However, we were not engaged to audit, review, or apply any procedures to the 2001 and 2000 consolidated financial statements other than with respect to such reclassification and disclosures. Baton Rouge, Louisiana /s/ KPMG LLP February 23, 2004 ------------------------------- KPMG LLP EX-23.3 4 d12410a5exv23w3.txt CONSENT OF KPMG LLP EXHIBIT 23.3 INDEPENDENT AUDITORS' CONSENT The Board of Directors Amedisys, Inc.: We consent to the use of our report dated August 4, 2003, with respect to the combined balance sheets of Standard Home Health Care, Inc. and Cypress Health Services, LLC, collectively, Metro Preferred Home Care as of December 31, 2002 and 2001 and the related combined statements of operations, shareholders' and members' equity and cash flows for the years then ended, incorporated herein by reference and to the reference to our firm under the heading "Experts" in the registration statement. Baton Rouge, Louisiana /s/ KPMG LLP February 23, 2004 ---------------------------- KPMG LLP -----END PRIVACY-ENHANCED MESSAGE-----