-----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, CAfG4L83wt5khS0qmbG9wuH9WnZ9hEG2BBSFavHMmO/+Cf0eCXrEaGlIK0NQE0/n 5sF5CShh2jPuoyZzQR6RpA== 0001036050-97-000350.txt : 19970611 0001036050-97-000350.hdr.sgml : 19970611 ACCESSION NUMBER: 0001036050-97-000350 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 19970610 EFFECTIVENESS DATE: 19970610 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: RENAL TREATMENT CENTERS INC /DE/ CENTRAL INDEX KEY: 0000899169 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-SPECIALTY OUTPATIENT FACILITIES, NEC [8093] IRS NUMBER: 232518331 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-28913 FILM NUMBER: 97622077 BUSINESS ADDRESS: STREET 1: 1180 WEST SWEDESFORD RD STREET 2: BLDG 2, STE 300 CITY: BERWYN STATE: PA ZIP: 19312 BUSINESS PHONE: 2156444796 MAIL ADDRESS: STREET 1: 1180 WEST SWEDESFORD ROAD BLDG 2 STREET 2: SUITE 300 CITY: BERWYN STATE: PA ZIP: 19312 S-8 1 FORM S-8 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 10, 1997. REGISTRATION NO. 333- ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ____________________ FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ____________________ RENAL TREATMENT CENTERS, INC. ------------------------------------------------------ (Exact name of registrant as specified in its charter) Delaware 23-2518331 ------------------------------- ------------------------------------ (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization) Building 2, Suite 300 1180 West Swedesford Road Berwyn, Pennsylvania 19312 (610) 644-4796 --------------------------------------------------- (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) ____________________ RENAL TREATMENT CENTERS, INC. AMENDED AND RESTATED 1990 STOCK PLAN ------------------------------------ (Full title of plan) ____________________ Thomas J. Karl Vice President, Secretary and General Counsel Renal Treatment Centers, Inc. Building 2, Suite 300 1180 West Swedesford Road Berwyn, Pennsylvania 19312 (610) 644-4796 --------------------------------------------------- (Name, address, including zip code, and telephone number, including area code, of agent for service) ____________________ CALCULATION OF REGISTRATION FEE ================================================================================
Proposed Proposed Title of securities Amount to be maximum offering maximum aggregate Amount of to be registered registered price per share offering price registration fee Common Stock, 2,150,000 shares (1) $52,930,474 (1) $16,040 $.01 par value ================================================================================================
(1) Pursuant to paragraph (h) of Rule 457, the proposed maximum offering price per share and the proposed maximum aggregate offering price have been computed as follows: (a) with respect to the 1,426,276 shares for which options have been granted but not exercised as of the date hereof, computed upon the basis of the exercise price of such options of $20.125 to $26.625 per share and (b) with respect to the 723,724 shares for which awards have not yet been made, computed on the basis of $29.50 per share, the average of the high and low sales prices of the Common Stock of the Company on the New York Stock Exchange on June 5, 1997. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT In accordance with General Instruction E of Form S-8, the contents of Renal Treatment Centers, Inc.'s Form S-8 Registration Statement No. 33-85750, which also relates to the Renal Treatment Centers, Inc. Amended and Restated 1990 Stock Plan, are incorporated herein by reference, and the following additional information is also provided. ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL. The consolidated balance sheets of the Company and its subsidiaries as of December 31, 1996 and 1995 and the related consolidated statements of income, stockholders' equity and cash flows for each of the three years in the period ended December 31, 1996 incorporated by reference in this Prospectus have been incorporated by reference herein in reliance on the report, which includes reference to information audited by other auditors, of Coopers & Lybrand L.L.P., independent accountants, given on the authority of that firm as experts in accounting and auditing, which report is also incorporated by reference herein. The Company acquired Wichita Dialysis Group and Healthcare Corporation and Affiliates in business combinations which have both been accounted for using the pooling-of-interests method of accounting. The financial statements of Wichita Dialysis Group and Healthcare Corporation and Affiliates for the year ended December 31, 1994 were audited by Baird, Kurtz & Dobson and Deloitte & Touche LLP, respectively, as stated in their reports incorporated by reference herein, and have been so incorporated in reliance upon the reports of such firms given upon their authority as experts in accounting and auditing. Baird, Kurtz & Dobson and Deloitte & Touche LLP are independent auditors. The reports of Coopers & Lybrand L.L.P., insofar as they relate to the amounts included for Wichita Dialysis Group and Healthcare Corporation and Affiliates, are based solely on the reports of Baird, Kurtz & Dobson and Deloitte & Touche LLP, respectively. Mr. Steven J. Udicious, Assistant General Counsel of the Company, has passed upon the legality of the securities being offered pursuant to the Plan. As of June 1, 1997, Mr. Udicious held options to acquire 15,000 shares of Common Stock of the Company. ITEM 8. EXHIBITS. 4.1 Renal Treatment Centers, Inc. Amended and Restated 1990 Stock Plan (incorporated herein by reference to Exhibit No. 10.1 filed under the Company's Annual Report on Form 10-K for the year ended December 31, 1996). 5.1 Opinion of counsel as to the legality of the securities being registered. II-1 23.1 Consent of counsel (included in the opinion filed as Exhibit 5.1). 23.2 Consent of Coopers & Lybrand L.L.P. 23.3 Consent of Deloitte & Touche LLP. 23.3 Consent of Baird, Kurtz & Dobson. II-2 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Berwyn, Pennsylvania on June 10, 1997. RENAL TREATMENT CENTERS, INC. By: /s/Robert L. Mayer, Jr. ----------------------- Robert L. Mayer, Jr., President Know all men by these presents, that each person whose signature appears below constitutes and appoints Thomas J. Karl, Steven J. Udicious and Ronald H. Rodgers, Jr., and each or any of them, as his true and lawful attorneys-in-fact and agents, with full power of substitution, for him, and in his name, place and stead, in any and all capacities to sign any or all amendments or post-effective amendments to this Registration Statement, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them or their substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.
SIGNATURE TITLE DATE - ---------------------------------- -------------------------------- ------------- /s/ Robert L. Mayer, Jr. President and Director June 10, 1997 - ---------------------------------- (principal executive officer) Robert L. Mayer, Jr. Executive Vice President and - ---------------------------------- Director Frederick C. Jansen /s/ Ronald H. Rodgers, Jr. Vice President of Finance and June 10, 1997 - ---------------------------------- Chief Financial Officer Ronald H. Rodgers, Jr. (principal financial officer) /s/ Keith Jones Controller (principal accounting June 10, 1997 - ---------------------------------- officer) Keith Jones /s/ Claire W. Gargalli Director June 10, 1997 - ---------------------------------- Claire W. Gargalli /s/ Patrick T. Ryan Director June 10, 1997 - ---------------------------------- Patrick T. Ryan /s/ Michael R. Walker Director June 10, 1997 - ---------------------------------- Michael R. Walker
EXHIBIT INDEX (Pursuant to Item 601 of Regulation S-K) EXHIBIT NO. EXHIBIT 4.1 Renal Treatment Centers, Inc. Amended and Restated 1990 Stock Plan (incorporated herein by reference to Exhibit No. 10.1 filed under the Company's Annual Report on Form 10-K for the year ended December 31, 1996). 5.1 Opinion of counsel as to the legality of the securities being registered. 23.1 Consent of counsel (included in the opinion filed as Exhibit 5.1). 23.2 Consent of Coopers & Lybrand L.L.P. 23.3 Consent of Deloitte & Touche LLP. 23.4 Consent of Baird, Kurtz & Dobson. EX-5.1 2 OPINION OF COUNSEL EXHIBIT 5.1 June 10, 1997 The Board of Directors of Renal Treatment Centers, Inc. 1180 West Swedesford Road Building Two, Suite 300 Berwyn, PA 19312 Ladies and Gentlemen: I have acted as counsel to Renal Treatment Centers, Inc. (the "Company") in connection with the preparation and filing with the Securities and Exchange Commission under the Securities Act of 1933, as amended, of a Registration Statement on Form S-8 (the "Registration Statement") relating to the offer and sale by the Company of up to 2,150,000 shares (the "Shares") of the Common Stock, $.01 par value of the Company pursuant to the Company's Amended and Restated 1990 Stock Plan (the "Plan" ). I have reviewed the Registration Statement, the Company's Restated Certificate of Incorporation and By-Laws, each as amended to date, the corporate minutes and other proceedings and records relating to the authorization, sale and issuance of the Shares, and such other documents and corporate records as I have deemed necessary or appropriate for the purpose of giving this opinion. Based upon the foregoing, I am of the opinion that each of the Shares, when issued in accordance with the terms and conditions of the Plan and of any option, right or award granted thereunder, will be duly authorized, legally and validly issued and outstanding, fully paid and nonassessable. I hereby consent to the use of this opinion in the Registration Statement, and further consent to the reference to my name under the caption "Interests of Named Experts and Counsel" in the Registration Statement. Sincerely, /s/ Steven J. Udicious Steven J. Udicious EX-23.2 3 CONSENT OF COOPERS AND LYBRAND, LLP EXHIBIT 23.2 CONSENT OF INDEPENDENT ACCOUNTANTS We consent to the incorporation by reference in this registration statement on Form S-8 of Renal Treatment Centers, Inc. of our report dated February 8, 1997, which includes reference to information audited by other auditors for which the dates of their reports are July 14, 1995 and March 31, 1995, on our audits of the financial statements and financial statement schedule of Renal Treatment Centers, Inc. as of December 31, 1996 and 1995 and for each of the three years in the period ended December 31, 1996. We also consent to the reference in this registration statement on Form S-8 to our firm under the caption "Interests of Named Experts and Counsel." /s/ Coopers & Lybrand L.L.P. COOPERS & LYBRAND L.L.P. Philadelphia, Pennsylvania June 9, 1997 EX-23.3 4 CONSENT OF DELOITTE & TOUCHE LLP EXHIBIT 23.3 INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in this Registration Statement of Renal Treatment Centers, Inc. on Form S-8 of our report dated March 31, 1995, appearing in the Annual Report on Form 10-K of Renal Treatment Centers, Inc. for the year ended December 31, 1996 and to the reference to us under the heading "Interests of Named Experts and Counsel" in this Registration Statement. /s/ Deloitte & Touche LLP DELOITTE & TOUCHE LLP Nashville, Tennessee June 9, 1997 EX-23.4 5 CONSENT OF BAIRD, KURTZ & DOBSON EXHIBIT 23.4 CONSENT OF INDEPENDENT ACCOUNTANTS We consent to the incorporation by reference in this Registration Statement of Renal Treatment Centers, Inc. on Form S-8 of our report dated July 14, 1995, except for Note 9 as to which the date is July 24, 1995, relating to the financial statements of the Wichita Dialysis Group, appearing in the Form 10-K Annual Report of Renal Treatment Centers, Inc. for the fiscal year ended December 31, 1996 and to the reference to us under the heading "Interests of Named Experts and Counsel" in this Registration Statement. /s/ Baird, Kurtz & Dobson BAIRD, KURTZ & DOBSON Wichita, Kansas June 9, 1997 -----END PRIVACY-ENHANCED MESSAGE-----