As filed with the Securities and Exchange Commission
of August 2, 2002on December,2003Registration No. 333-
- -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- UNITED STATESSECURITIES AND EXCHANGE COMMISSION
WASHINGTON,Washington, D.C. 20549---------------------FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933--------------------- AMEDISYS, INC. (ExactAmedisys, Inc.
(Exact name of registrant as specified in its charter)
DELAWARE 11-3131700 (StateDelaware
(State or other jurisdiction(I.R.S. Employer
of incorporation or organization)11-3131700
(I.R.S. Employer
Identification Number)11100
MEAD ROAD, SUITEMead Road, Suite 300BATON ROUGE, LOUISIANA
Baton Rouge, Louisiana 70816
(225) 292-2031(Address,or (800) 467-2662
(Address, including zip code, and telephone number, including area code, ofregistrant'sregistrant’s principal executive offices)WILLIAMWilliam F.
BORNEBorne
Chief Executive Officer
Amedisys, Inc.
11100MEAD ROAD, SUITEMead Road, Suite 300BATON ROUGE, LOUISIANA
Baton Rouge, Louisiana 70816
(225) 292-2031(Name,or (800) 467-2662
(Name, address, including zip code, and telephone number, including area code, of agent for service)WITH A COPY TO: ANTHONY J. CORRERO, III CORRERO FISHMAN HAYGOOD PHELPS WALMSLEY & CASTEIX, L.L.P. 201 ST. CHARLES AVE., 46TH FLOOR NEW ORLEANS, LOUISIANA 70170-4600 (504) 586-5252 APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:Copies to:
Anthony J. Correro III, Esq.
Correro Fishman Haygood Phelps
Walmsley & Casteix, L.L.P.
201 St. Charles Ave., 46th Floor
New Orleans, LA 70170-4600
(504) 586-5252Anna T. Pinedo, Esq.
James R. Tanenbaum, Esq.
Morrison & Foerster LLP
1290 Avenue of the Americas
New York, NY 10104
(212) 468-8000Approximate date of commencement of proposed sale to the public:
From time to time after the effective date of thisregistration statement becomes effective.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.
[ ]oIf 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,
pleasecheck the following box.[X]xIf 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.
[ ]oIf 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.
[ ]oIf delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box.
[ ]oCALCULATION OF REGISTRATION FEE
Proposed Maximum Proposed Maximum Aggregate Title of Each Class of Amount to Offering Price Offering Amount of Securities to be Registered be Registered Per Share(3) Price(3)(4) Registration Fee Common Stock, $0.001 par value per share(1) 1,900,000 $ 15.00 $ 28,500,000 $ 2,306.00 Shares of Common Stock, $0.001 par value per
share, reserved for issuance(1)(2)
95,000
$
14.40
$
1,368,000
$
111.00
- ---------------------------------------------------------------------------------------------------------------------------- - ---------------------------------------------------------------------------------------------------------------------------- PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF TITLE OF EACH CLASS OF AMOUNT TO BE OFFERING AGGREGATE REGISTRATION SECURITIES TO BE REGISTERED REGISTERED(1) PRICE PER SHARE(2) OFFERING PRICE FEE - ----------------------------------------------------------------------------------------------------------------------------(1) Includes associated common stock purchase rights (“Rights”) to purchase an unspecified number of shares of common stock having an aggregate market price equal to twice the exercise price of $15.00, subject to adjustment. Rights initially are attached to and trade with the common stock of the Registrant and will not be exercisable until the occurrence of specified events.
(2) Includes pursuant to Rule 416(g) an indeterminate number of additional shares of common stock that may become issuable as a result of anti-dilution adjustments contained in the warrants that these shares underlie.
(3) Estimated in accordance with Rule 457(c) of the Securities Act of 1933, as amended, solely for the purpose of computing the amount of the registration fee, based on the average of the high and low sales prices of the Registrant’s Common Stock par value $.001 per share............................... 294,720 shares(3) $10.61 $3,126,979 $287.68 - ---------------------------------------------------------------------------------------------------------------------------- - ----------------------------------------------------------------------------------------------------------------------------on the Nasdaq National Market on December 5, 2003.(1) Upon a stock split, stock dividend or similar transaction in the future and during the effectiveness
(4) Pursuant to Rule 457(g), the registration fee for the common stock reserved for issuance upon exercise of warrants is based on the exercise price of the respective warrants. The Registrant hereby amends this Registration Statement
involvingon such date or dates as may be necessary to delay its effective date until theregistrant's common stock, the total number of shares registeredRegistrant shallbe automatically increased to cover the additional sharesfile a further amendment that specifically states that this Registration Statement shall thereafter become effective in accordance withRule 416(a) underSection 8(a) of the Securities Act,of 1933. (2) Estimated solely foras amended, or until this Registration Statement shall become effective on such date as thepurpose of calculating the registration feeCommission, acting pursuant toRule 457(c) under the Securities Act, based on the average of the high and low prices per share of the registrant's common stock on The Nasdaq SmallCap Market on July 30, 2002. (3) Of the total number of shares of the registrant's common stocksaid Section 8(a), may determine.
The information in this prospectus is not complete and may be changed. The securityholders identified in this prospectus may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted. Subject to
be registered hereunder, 289,720 shares are issuable upon the exercise of warrants, or upon the conversion of preferred stock that is issuable upon the exercise of warrants. In addition to the shares set forth in the table above, the amount to be registered includes an indeterminate number of additional shares which may become issuable by virtue of the application of anti-dilution provisions of the warrants and the preferred stock. --------------------- THE REGISTRANT HEREBY AMENDS 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 THAT SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE SECURITIES ACT OF 1933, AS AMENDED, OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a), MAY DETERMINE. - -------------------------------------------------------------------------------- - --------------------------------------------------------------------------------THE INFORMATION IN THIScompletion, dated December 10, 2003PROSPECTUS
IS NOT COMPLETE AND MAY BE CHANGED. THE SELLING SHAREHOLDERS IDENTIFIED IN THIS PROSPECTUS MAY NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT SOLICITING AN OFFER TO BUY THESE SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED. SUBJECT TO COMPLETION -- DATED AUGUST 2, 2002. PROSPECTUS [AMEDISYS, INC. LOGO] AMEDISYS, INC. 11100 MEAD ROAD, SUITE 300 BATON ROUGE, LOUISIANA 70816 (225) 292-2031 294,720 SHARES OF COMMON STOCK OFFERED BY THE SELLING SHAREHOLDERS NAMED HEREIN1,995,000 Shares
Amedisys, Inc.
Common Stock
This prospectus
covers up to: - 114,720 shares of our common stock, par value $.001 per share, issuable upon the exercise of common stock warrants; - 175,000 shares of our common stock issuable upon the conversion of shares of our preferred stock. The preferred stock is not currently outstanding but is issuable upon the exercise of preferred stock warrants; and - 5,000relates to shares of our common stock thatare currently outstandingmay be sold by the selling security holders named in this prospectus. The selling security holders acquired these shares from us in a private placement completed on November 25, 2003. This prospectus also relates to shares of our common stock thatwe previously issued to one shareholderwill be issuable upon exercise ofhis common stock warrants. Persons whowarrants that we issued as compensation to the placement agents in connection with the private placement. We willacquire the shares from us upon exercise of their common stock warrants or upon conversion of their preferred stock, and the shareholder who received his shares upon exercise of his common stock warrants, may use this prospectus to resell those shares. We refer to those persons in this prospectus as "selling shareholders." The selling shareholders willnot receiveallany of thenetproceeds from the sale ofthethose shares,of common stock under this prospectus. We will notbut, we may receiveanyproceeds from thesale of the shares by the selling shareholders, but we will receive any amounts due to us uponexercise of thewarrants. We will pay allwarrants, if theexpenses of registration in connection with this offering, but the selling shareholders will pay all selling and other expenses.warrants are exercised for cash.Our common stock is
listedtraded onThethe NasdaqSmallCapNational Marketunderwith the symbol"AMED."“AMED.” OnJuly 30, 2002,December, 2003, theclosinglast reported sales price for our common stock on the Nasdaq National Market was $per share.See “Risk Factors” beginning on page 4 of this Prospectus for factors you should consider before buying shares of our common
stock was $10.75 per share. INVESTING IN OUR SECURITIES INVOLVES CERTAIN RISKS. SEE "RISK FACTORS" BEGINNING ON PAGE 2 OF THIS PROSPECTUS FOR INFORMATION THAT YOU SHOULD CONSIDER BEFORE PURCHASING THESE SHARES.stock.NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES, OR PASSED UPON THE ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
The date of this
prospectusProspectus isAugustDecember,2002.2003. TABLE OF CONTENTSYou should rely only on theOUR BUSINESS
The Securities and Exchange Commission (the “SEC”) allows us to “incorporate by reference” certain information that
is contained in this prospectus or iswe file with it, which means that we can disclose important information to you by referring you to those documents. The information incorporated by referencein this prospectus. We have not authorized anyoneis considered toprovide you with information different from that contained in or incorporated by reference in this prospectus. The selling shareholders are offering shares of our common stock and seeking offers to buy such securities only in jurisdictions where such offers and sales are permitted. The information contained in this prospectus is accurate only as of the datebe part of this prospectus,regardless of the time of delivery of this prospectus or of any sale of our common stock. ABOUT THIS PROSPECTUS This prospectus is part of a registration statementand information that wefiledfile later with theSEC. It isSEC will update automatically, supplement and/or supersede this information. Any statement contained in atype of registration statement that is commonly called a "shelf registration" because it permits securitiesdocument incorporated or deemed to beoffered on a delayed or continuing basis. The selling shareholders can resell the common stock covered by this prospectus at various times determined by each of them. We call these transactions by the selling shareholders resales, because the common stock they may sell under this prospectus was or will be first sold by us to them. We will not receive any proceeds from any of these resales. You should read both this prospectus and the additional information described under the headings "Where You Can Find More Information" and "Incorporation By Reference." iTHE OFFERING Securities Offered by the Selling Shareholders.......... Up to 294,720 shares of our common stock. Up to 114,720 of the shares are issuable by us in the future upon the exercise of warrants to purchase our common stock. Up to an additional 175,000 shares are issuable by us in the future upon the conversion of shares of our preferred stock. This preferred stock is not currently outstanding but is issuable by us upon the exercise of warrants to purchase our preferred stock. The remaining 5,000 shares are currently outstanding and were previously issued by us to Robert White upon the exercise of his common stock warrants. The selling shareholders may use this prospectus to resell the shares of our common stock that they will acquire from us upon exercise of their warrants or conversion of their preferred shares, or in the case of Mr. White, the shares he previously acquired from us upon exercise of his common stock warrants. Use of Proceeds............... We will not receive any proceeds from sales by the selling shareholders of the shares covered by this prospectus, but we will receive any amounts due to us upon exercise of the warrants. Our Nasdaq SmallCap Market Symbol...................... AMED Risk Factors.................. Before investing in our common stock by purchasing shares from a selling shareholder, you should carefully read and consider the information in "Risk Factors" and all other information appearing elsewhere andincorporated by reference in this prospectusandshall be deemed to be modified or superseded for purposes of this prospectus to the extent that a statement contained in this prospectus or in anyaccompanyingother document which also is or is deemed to be incorporated by reference in this prospectussupplement. 1RISK FACTORSmodifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this prospectus. You shouldcarefullyread the following summary together with the more detailed information regarding our company, our common stock and our financial statements and notes to those statements appearing elsewhere in this prospectus or incorporated herein by reference. References in this prospectus to “our company,” “we,” “our,” and “us” refer to Amedisys, Inc. and its subsidiaries.General
We are a Delaware corporation and are a leading provider of home health care nursing services in the southern and southeastern United States. At November 1, 2003, we operated 76 home care nursing offices and our corporate office is located in Baton Rouge, Louisiana. We have built our reputation over the past ten years by providing high-quality home nursing care with an increasing emphasis on specialty nursing services. Because our services are comprehensive, cost-effective and accessible 24 hours a day, seven days a week, our home health care nursing services are attractive to payors and physicians. We provide a wide variety of home health care related services, including the following:
general skilled nursing care provided by registered nurses and licensed practical nurses who assess the appropriateness of home health care and instruct the patient and family regarding necessary treatments;specialty services such as wound care, skilled monitoring, assessments and patient education;technical procedures such as medication administration and surgical dressing replacement;physical and occupational therapy to strengthen muscles, restore range of motion and help patients perform daily activities;speech therapy to restore communication and oral skills; andcounseling and assistance services to help families address the problems associated with acute and chronic illnesses.All of our licensed, certified agencies are either accredited by the Joint Commission on Accreditation of Health Care Organizations or in the accreditation application process, with the exception of five agencies which are accredited by the Community Health Accreditation Program.
Industry overview
As national health care spending continues to outpace the inflation rate and the population of older Americans increases at a faster rate, we believe that alternatives to costly hospital stays will be in even greater demand. Managed care, Medicare, Medicaid and other payor pressures continue to drive patients through the continuum of care until they reach a setting where the appropriate level of care can be provided most cost effectively. Over the past several years, home health care has evolved as an acceptable and often preferred alternative in this continuum. In addition to patient comfort and convenience, substantial cost savings can usually be realized through treatment at home as an alternative to traditional institutional settings. The continuing economic
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pressures within the health care industry and the Medicare payment system have forced providers of home health care services to examine closely and often modify the manner in which they provide patient care and services. Those companies which successfully operate with effective business models can provide quality patient care and manage costs under the current reimbursement system.
Traditionally, the home health care industry has been highly fragmented, primarily comprised of smaller local home health agencies offering limited services. These local providers often do not have the necessary capital to expand their operations or services and are often not able to achieve the efficiencies needed to compete effectively. Since implementation of the Balanced Budget Act of 1997 and other legislation, the home health care industry experienced major consolidation for the first time in its history, with industry reports suggesting a reduction from approximately 11,000 agencies in 1997 to approximately 7,000 in 2002.
According to statistics from the Centers for Medicare & Medicaid Services (“CMS”), Office of the Actuary, total expenditure by payors on home health agency services was approximately $33.2 billion in 2001. Medicare is the largest single payor, accounting for $9.9 billion. The CMS projects this figure will grow to $18.2 billion by 2012.
Strategy
Our objective is to enhance our position as a leading provider of high-quality, cost-effective home nursing and related services in the markets in which we operate. In order to accomplish this objective, we intend to pursue the following internal and external growth strategies:
Internal growth strategy
Expand Our Service Base. By expanding services and developing niche programs in selected markets in the southern and southeastern United States, we intend to improve our market share through higher utilization of our services by payors and referral sources. We have opened nine new locations in the last fifteen months and continue to add niche programs in both existing and new markets.
Expand Our Referral Base. We anticipate that our revenue growth will be supported by our strategy to employ sales account executives whose sole focus will be to expand the referral base beyond physician groups in any given market.
Manage Costs Through Disease Management. Payors are focusing on managing patients who suffer from chronic diseases that generate substantial long-term costs. In 1999, we introduced disease management programs for wound care, cardiovascular disease, and diabetes. In 2000, we introduced other disease management programs, such as pulmonary/respiratory care, pneumonia, and cancer. Our disease management programs coordinate care with other medical professionals involved in treating the patient and include frequent patient monitoring along with patient and family education and empowerment.
Manage Costs Through Technology. We utilize an internally developed software system to manage and integrate a number of financial and operating functions into a single entry system. In 1998, we sold our software system to an affiliate of CareSouth Home Health Services, Inc. (“CareSouth”) and since October 2001, we have been using the software pursuant to a licensing agreement which expires in May 2004. The agreement contains a bargain purchase option which we intend to exercise upon expiration of the agreement. We have enhanced the software extensively, particularly with respect to clinical management, and have supplemented it with other externally sourced software. By enhancing our operations with information technology applications, we are able to improve efficiency and compete more effectively in an environment increasingly influenced by cost containment.
Focus on Our Employees. Because we are a service business, our employees are essential to our business. We intend to continue to emphasize communication, education, empowerment and competitive benefits, each of which allows us to attract and retain highly skilled and experienced personnel.
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External growth strategy
Acquire Home Health Agencies from Large Hospital Systems.The implementation of the Medicare Prospective Payment System (“PPS”) eliminated opportunities for cost shifting by hospitals. As a result, many hospital systems have decided, or are in the process of deciding, to sell their agencies or partner with a reputable company to provide home health care services. This fundamental shift in industry dynamics provides us with the opportunity to acquire quality agencies at attractive prices with strong physician referral bases.
Acquire Large, Multi-Site Agencies. By acquiring multi-site agencies and reducing the associated corporate expense, we can leverage our existing infrastructure and either increase penetration of an existing market or expand our coverage to contiguous markets on a cost-effective basis.
Billing and reimbursement
Revenues generated from our home health care services are paid by Medicare, Medicaid, private insurance carriers, managed care organizations, individuals and other local health insurance programs. Medicare is a federally funded program available to persons with certain disabilities and persons aged 65 or older. Medicaid, a program jointly funded by federal, state, and local governmental health care programs, is designed to pay for certain health care and medical services provided to low income individuals without regard to age. We have several contracts for negotiated fees with insurers and managed care organizations. We submit all Medicare home health claims to a single fiscal intermediary for the federal government.
RISK FACTORS
Except for the historical information contained in this prospectus or incorporated by reference, this prospectus (and the information incorporated by reference in this prospectus) contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those discussed here or incorporated by reference. Factors that could cause or contribute to such differences include, but are not limited to, those discussed in the following section, as well as those discussed elsewhere in this prospectus and in any other documents incorporated by reference.
Investment in our shares involves a degree of risk. You should consider the following discussion of risks as well as other information in this prospectus and the incorporated documents before purchasing any shares. Each of these risk factors could adversely affect our business, operating results, prospects and financial condition, as well as adversely affect the value of an investment in our common stock.
This prospectus contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Statements in this prospectus that are not historical facts are hereby identified as “forward-looking statements” for the purpose of the safe harbor provided by Section 21E of the Securities Exchange Act of 1934 and Section 27A of the Securities Act of 1933. Words such as “estimate,” “project,” “plan,” “intend,” “expect,” “believe” and similar expressions are intended to identify forward-looking statements. All forward-looking statements are necessarily only estimates of future results and there can be no assurance that actual results will not differ materially from expectations, and, therefore, investors are cautioned not to place undue reliance on such statements. Set forth below is a discussion of certain factors, which could cause our actual results to differ materially from the results projected or suggested in such forward-looking statements. Investors should understand that it is not possible to predict or identify all such factors and that this list should not be considered a complete statement of all potential risks and uncertainties. We undertake no obligation to update any forward-looking statements as a result of future events or developments.
The risks described below should be carefully considered before buying any of our securities.
TheMany of these risksdescribed belowand additional risks arenotdiscussed in our annual report for theonly ones facingyear ended December 31, 2002 and in ourcompany.quarterly report on Form 10Q for the quarter ended September 30, 2003. You should also consider any risks contained in any filing with the SEC subsequent to the date of the confidential private placement memorandum. Additional risks that are now unknown to us or that we now consider immaterial may also harm our business.You should4
We depend on Medicare for substantially all of our revenues.
For the years ended December 31, 2002, 2001 and 2000, the percentage of our revenues derived from Medicare was 88%, 88% and 90%, respectively. Our revenues and profitability are affected by the continuing efforts of all third-party payors to contain or reduce the costs of health care by lowering reimbursement rates, narrowing the scope of covered services, increasing case management review of services and negotiating reduced contract pricing. Any changes in reimbursement levels from these third-party payor sources and any changes in applicable government regulations could have a material adverse effect on our revenues and profitability. Changes in the mix of patients among Medicare, Medicaid and other payor sources also
carefully considermay impact our revenues and profitability. We can provide no assurance that we will continue to maintain the current payor or revenue mix.Our profitability depends principally on the level of Medicare payment rates and our ability to contain costs.
If our costs were to increase more rapidly than the payments we receive from Medicare and other
information included elsewhere in this prospectus and incorporated into it by reference. RISKS RELATED TO ARTHUR ANDERSEN LLP YOU MAY NOT BE ABLE TO RECOVER AGAINST ARTHUR ANDERSEN LLP IN CONNECTION WITH A MATERIAL MISSTATEMENT OR OMISSION IN OUR FINANCIAL STATEMENTS INCORPORATED BY REFERENCE IN THIS PROSPECTUS. Our financial statements incorporated by reference herein were audited by Arthur Andersen LLP,third-party payors for ourformer independent accountants. On June 15, 2002, a jury convicted Andersen on obstruction of justice charges, and Andersen has announced that unless the jury verdict is set aside, a judgment of convictionhome care nursing services, our profitability could beenterednegatively impacted.Generally, we receive fixed payments for our services based on the level of care that we provide to patients. Accordingly, our profitability largely depends on our ability to manage costs of providing services. Although Medicare currently provides for an annual adjustment of the various payment rates based on the increase or decrease of the medical care expenditure category of the Consumer Price Index, these increases may be less than actual inflation. If these annual adjustments were eliminated or reduced, or if our costs of providing services, which consists primarily of labor costs, increase more than the annual Medicare adjustment, our profitability could be negatively impacted. Similarly, if copayments are mandated by Medicare, our profitability could be negatively impacted by either increased write-offs if we are unable to collect the copayments or as
earlya result of a decreased demand for our services.Medicare liabilities may be classified as
Augustcurrent or long-term liabilities on our balance sheet and may be payable by us in the future. Medicare liabilities may be subject to audit or review and we may owe additional amounts.At September 30, 2003, we estimated an aggregate payable to Medicare of $11.5 million, of which we classified $8.4 million as current liabilities and $3.1 million as long-term Medicare liabilities. We also estimated aggregate overpayments by Medicare of $5.7 million for the fiscal year ended December 31, 2000. Of this amount, $4.5 million is attributable to aggregate overpayments and of that, $4.4 million was related to a one-time advance by Medicare. These amounts currently are being repaid to Medicare in thirty-six (36), forty-eight (48), or sixty (60) equal monthly installments pursuant to agreements we reached with CMS during 2002 and 2003, including interest of 12.625%. We may prepay the obligation, which
will effectively endis unsecured and contains no financial covenants, at any time without penalty, and, on November 25, 2003, we prepaid approximately $4,300,000 of such indebtedness with a portion of thefirm's audit practice.proceeds of a private placement of our common stock. However, should we fail to pay any other installment on the due date, CMS may withhold the full amount of principal due under the relevant agreement from any amounts otherwise due to us.For the cost report years ended 1999 and prior, we have an estimated net payable of $4.5 million, all of which is reflected in current liabilities on our balance sheet. Of this amount, $3.5 million is related to a bankrupt subsidiary, Alliance Home Health, Inc. (“Alliance”), and to various providers that we closed prior to 1999. During the quarter ended September 30, 2003, we received $1.6 million related to the finalization of cost reports for fiscal year 1999. The fiscal intermediary, acting on behalf of CMS, has finalized cost reports for most, but not all, of our provider numbers for the fiscal years ended December 31, 1999 and 2000. However, the fiscal intermediary is entitled to reopen settled cost reports for up to three years after issuing final assessments. We reserved an additional $1.0 million during the fourth quarter of 2002 after receiving notice from the fiscal intermediary that it had reopened previously settled cost reports for fiscal year 1997. We also recorded a liability of $1.3 million to cover estimated additional settlement liabilities, and the possibility that the fiscal intermediary may reopen previously settled cost
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reports. As a result, our estimated liabilities may change and we may incur additional costs. These
eventsadditional liabilities maymateriallybe significant.We operate in a highly regulated industry which subjects us to additional costs and
adverselymay limit our growth. Any change in applicable federal, state or local laws or regulations may affect our business.We are subject to numerous federal, state and local laws which may limit our operations and could result in significant fines for violations. Our business is subject to extensive federal and state regulations that govern, among other things:
Medicare;Medicaid;other government-funded reimbursement programs;reporting requirements;certification and licensing standards for home health agencies; andin some cases, certificate-of-need.These regulations may affect our participation in Medicare, Medicaid, and other federal health care programs from which we derive a substantial portion of our revenues. We also are subject to a variety of federal and state regulations that prohibit fraud and abuse in the delivery of health care services. These regulations include, among other matters, licensure and accreditation requirements, government healthcare program participation requirements, reimbursement for patient services, and Medicare and Medicaid fraud and abuse.
We are subject to numerous initiatives on both the federal and state levels for comprehensive reforms affecting the payment for and availability of health care services. Currently proposed or future health care legislation or other changes in the administration or interpretation of governmental health care programs may have a negative effect on our business. Concern about the potential effects of proposed reform measures has contributed to volatility in the price of securities of other companies in health care and related industries and may similarly affect the
ability of Andersen to satisfy any claims you may have arising out of its auditprice of ourfinancial statements. Under SECcommon stock in the future.We cannot assure you that we will not be affected adversely by possible future changes in medical and health regulations.
Our failure to comply with applicable federal and state regulations will subject us to fines, penalties or expulsion from participation in government programs.
As part of the extensive federal and state regulation of the home health care business, we are subject to increased periodic audits, examinations and investigations conducted by or at the direction of governmental investigatory and oversight agencies. Violations of fraud and abuse statutes and regulations could result in a provider’s expulsion from government healthcare programs as well as significant fines and penalties, and significant repayments for patient services previously billed. Our exclusion from any one of these government programs could have a material adverse effect on our business.
In 1999, we uncovered certain improprieties stemming from the unauthorized conduct of an agency director in our Monroe, Louisiana location. Following an internal investigation, we voluntarily disclosed the problems to the Office of the Inspector General (the “OIG”). Following an extensive series of audits, we and the OIG reached a settlement in August 2003, whereby we agreed to repay a total of $1.16 million to the government in three annualized payments that conclude in 2005. As part of the settlement, we also executed a three-year Corporate Integrity Agreement (“CIA”) which requires that we:
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maintain our current compliance program;specify additional training requirements;conduct annual, independent audits of the Monroe agency; andtimely disclose and repay any overpayments or potential fraud or abuse of which we become aware.There are stipulated penalties for various violations of the CIA. Egregious violations of the CIA could result in our exclusion from further participation in government-funded health programs. We have designated a Chief Compliance Officer to ensure ongoing compliance with the terms and conditions of the CIA as well as compliance with all other applicable laws, rules, and regulations. Any acquired businesses will be subject to the provisions of the CIA.
We believe that we are in compliance with all state and federal legal fraud and abuse provisions and all other applicable government laws and regulations. Our compliance with these laws and regulations may be subject to future government review and interpretation and possible regulatory actions currently unknown or unasserted. If we are found to be in violation of any of these provisions, it could have a material adverse effect on our business.
We operate our agencies under licenses issued and regulated by the respective states in which they are located. Each agency is subject to periodic surveys and complaint-based surveys. If a survey identifies violations of state standards, the agency typically is afforded a grace period in which to comply or otherwise lose its license to operate. We use a Clinical Operations Department staffed by regional personnel to prepare each agency for these surveys and respond when those surveys identify potential problems or when plans-of-correction are required to bring the agency back into compliance. If we are found to be in violation of any of these state standards, it could have a material adverse effect on our business.
Compliance with HIPAA requirements will require additional systems conversions and expense.
The Health Insurance Portability and Accountability Act (“HIPAA”) was enacted in 1996 to ensure health insurance portability, reduce health care fraud and abuse, guarantee security and privacy of health information and enforce standards for health information. As of April 14, 2003, organizations were required to
obtain Andersen's written consentcomply with certain HIPAA provisions relating to security and privacy. We believe we have met this requirement. We are enhancing systems’ security and training all personnel, as required by HIPAA.HIPAA covered health care providers were required to comply with the statute’s electronic health care Transactions and Code Set requirements by October 16, 2002, or secure automatic one-year extensions to the deadline. Prior to the regulatory deadline, we and our subsidiaries secured the automatic one year extension in
orderaccordance with the directives of CMS. This automatic extension expired on October 16, 2003. As permitted by CMS, this deadline has further been extended by both Palmetto GBA (the Company’s fiscal intermediary) and many of the state Medicaid agencies toincorporatewhich we submit billings. To date, we have completed the conversion process for a majority of our operating entities, and all remaining entities will be fully converted prior to the deadlines imposed byreference its report coveringindividual payors. To theaudited financial statementsextent that other state Medicaid agencies have notified us that they areincorporated by reference herein. By granting such a consent, accounting firms becomeready to receive submissions pursuant to the new HIPAA standards, we have already converted accordingly.We may be subject to malpractice or other similar claims.
The services we offer involve an inherent risk of professional liability
under Section 11and related substantial damage awards. Due to the nature of our business, we, and certain nurses who provide services on our behalf, may be theSecurities Actsubject of1933 for material misstatementsmedical malpractice claims. These nurses could be considered our agents in the practice of nursing and,omissions of material facts from a registration statement. Investors who bring a successful claim of this type are entitled to damages. However, we have been unable to obtain Andersen's consent in connection with our registration statement. Asas a result, we could be held liable for any of their medical negligence. We cannot predict the effect that any claims of this nature, regardless of their ultimate outcome, could havefiledon ourregistration statement without Andersen's consentbusiness or reputation or on our ability to attract and retain patients and employees.7
Our insurance liability coverage may not be sufficient for our business needs.
We maintain professional liability insurance for us and our subsidiaries. However, we cannot assure you that claims will not be made in
reliance on Rule 437a undertheSecurities Act, which relieves usfuture in excess of theobligationlimits of such insurance, if any, nor can we assure you that any such claims, if successful and in excess of such limits, will not have a material adverse effect on our ability toobtain Andersen's consent under certain circumstances. However, because Andersen has not providedconduct business or on our assets. Our insurance coverage currently includes fire, property damage and general liability with aconsent$1,000,000 limit on each wrongful act and a $3,000,000 limit inconnectionaggregate. Although we maintain insurance consistent with industry practice, we cannot assure you that the insurance we currently maintain will satisfy claims made against us. In addition, we cannot assure you that insurance coverage will continue to be available to us at commercially reasonable rates, in adequate amounts or on satisfactory terms.Any claims made against us, regardless of their merit or eventual outcome, could damage our
registration statement, youreputation and business. From December 31, 1998 to November 9, 2000, we were insured for risks associated with professional and general liability by an insurance company that currently is in liquidation and may not be able torecover against Andersen under Section 11pay or defend claims incurred by us during this period. We do not believe that the ultimate resolution ofthe Securities Act. OUR INABILITY TO INCLUDE IN FUTURE REGISTRATION STATEMENTS FINANCIAL STATEMENTS AUDITED BY ANDERSEN OR TO OBTAIN ANDERSEN'S CONSENT TO THE INCLUSION OF THEIR REPORT ON OUR FINANCIAL STATEMENTS MAY IMPEDE OUR ACCESS TO THE CAPITAL MARKETS. Should we seek to access the public capital marketscurrent claims will be materially different from reserves established for them or that any material claims will be made in the futureSEC rules will require usbased on occurrences during that period.Our acquisition strategy entails many operating and integration risks and we may incur future liabilities related to
includeour acquisitions.Recently, our strategic focus has been on the acquisition of small to medium sized home health providers, or
incorporate by referenceof certain of their assets, inany prospectus three yearstargeted markets. These acquisitions involve significant risks and uncertainties, including:difficulties integrating acquired personnel and other corporate cultures into our business;the potential loss ofaudited financial statements. Until our audited financial statements forkey employees or customers of acquired companies;thefiscal year ending December 31, 2004 become available inassumption of liabilities and exposure to unforeseen liabilities of acquired companies;thefirst quarteracquisition of2005,an agency with undisclosed compliance problems; andtheSEC's current rules would require us to present audited financial statements for one or more fiscal years audited by Andersen. Prior to that time, the SEC may cease accepting financial statements audited by Andersen, in which case we would be unable to access the public capital markets unless KPMG LLP, our current independent accounting firm, or another independent accounting firm, is able to audit the financial statements originally audited by Andersen. Following the convictiondiversion ofAndersen, the SEC issued a release stating that Andersen has informed the SEC that it will cease practicing before the SEC by August 31, 2002, unless the SEC determines another date is appropriate. Although the SEC has indicated that in the interim it will continue to accept financial statements audited by Andersen, there is no assurance that the SEC will continue to do so in the future. Additionally, Andersen is no longer in a position to consent to the inclusion or incorporation by reference in any prospectus of its report on our audited financial statements, and investors in any subsequent offerings for which we use its audit report will not be entitled to recovery against Andersen under Section 11 of the Securities Act for any material misstatements or omissions in those financial statements.management attention from existing operations.We may not be able to
bringfully integrate the operations of the acquired businesses with our current business structure in an efficient and cost-effective manner. The failure to integrate any of these businesses effectively could have a material adverse effect on us.In previous acquisitions, we attempted to determine the nature and extent of any pre-existing liabilities, and have obtained indemnification rights from the previous owners for acts or omissions arising prior to the
market successfully an offering of our securities in the absence of Andersen's participation in the transaction, including its consent. Consequently, our financing costs may increase or we may miss attractive market opportunities if our annual financial statements audited by Andersen should cease to satisfy the SEC's requirements, or those statements are used in a prospectus but investors are not entitled to recovery against our auditors for material misstatements or omissions in them. 2RISKS RELATED TO OUR SUBSTANTIAL CAPITAL REQUIREMENTS We require substantial capital to pursue our operating strategy, and at December 31, 2001 we had cash and cash equivalents of $3,515,000. Based on our current plan of operations, we anticipate that our current cash balance, combined with continued profitable operations and the proceedsdate of theprivate placement we completed on April 26, 2002, will provide sufficient working capital through December 31, 2002. We maintain an asset-based lineacquisition. However, resolving issues ofcredit with availability, depending on collateral,liability between the parties could involve a significant amount ofup to $25 million with National Century Financial Enterprises, or "NCFE",time, manpower andborrowings under a revolving bank line of credit of up to $2,500,000. The NCFE $25 million asset-based line of credit, which expires December, 2003,expense. There iscollateralized by eligible accounts receivable of the home health care nursing division. Eligible receivables are defined as receivables, exclusive of workers' compensation and self-pay, that are aged less than 181 days. The effective interest rate on this line of credit, which had outstanding balances at December 31, 2001 and 2000 of $8,593,000 and $2,952,000, respectively, was 11.00% and 15.29% for the years ended December 31, 2001 and 2000, respectively. The revolving bank line of credit of $2,500,000 bears interest at the Bank One Prime Floating Rate, which was 4.75% and 9.5% at December 31, 2001 and 2000, respectively. The bank line of credit expires September 21, 2002 and is collateralized by $2.5 million in cash. At December 31, 2001 and 2000, there was a balance outstanding of $712,000 and $0, respectively. RISKS RELATED TO OUR WORKING CAPITAL DEFICIENCY At December 31, 2001, we had a working capital deficit of $18,360,000. $7,400,000 of the deficit is related to payments received by us from Medicare related to the Benefit Improvement Protection Act, or "BIPA", which provided a one-time payment to healthcare providers. Although not guaranteed, Medicare has traditionally granted similar, and we expect to receive, extended repayment terms related to the $7,400,000 advance, and to begin making payments in the third quarter of 2002. Additionally, $3,100,000 of the deficit is related to Medicare payables of a bankrupt subsidiary. Although the outcome of the bankruptcy is not guaranteed, we do not expectno assurance that we will beresponsiblesuccessful in securing indemnification. If we were unsuccessful in a claim forrepayingindemnity from a seller, thedebtliability imposed could affect us adversely.Our acquisitions may impose strains on our existing resources.
As a result of our
subsidiary. For morepast and current acquisition strategy, we have grown significantly over the last three years. This growth poses a number of difficulties and risks for us. As we continue to grow in both revenue and geographical scope, our growth could stretch our resources, including management, informationregarding thissystems, regulatory compliance, logistics and otherrisk factors, please refer tocontrols. We cannot assure you that ourAnnual Report on Form 10-Kresources will keep pace with our anticipated growth. If we do not maintain our expected pace of growth, our future prospects could be materially adversely affected.8
We face competition for
the year ended December 31, 2001. RISKS RELATED TO CHANGE IN MEDICARE PAYMENT RATES With the introduction of the Medicare Prospective Payment System, or "PPS", the method of reimbursement under the Medicare program was changed from a cost-based reimbursement system to a prospective payment system based on "episodes of care." An episode of care is defined as a length of care up to sixty days with multiple continuous episodes allowed. At the beginning of PPS on October 1, 2000, the standard episode payment was established at $2,115 per episode, to be adjusted by certain factors and intervening events. BIPA provided for the following: (i) a one-year delay in applying the budgeted 15% reduction on payment limits, (ii) the restoration of a full home health market basket update for episodes ending on or after April 1, 2001 and before October 1, 2001 resulting in an increase to revenues of 2.2%, (iii) a 10% increase, beginning April 1, 2001 and extending for a period of twenty four months, for home health services provided in a rural area, and (iv) a one-time payment equal to two months of periodic interim payments. Effective October 1, 2001 with the beginning of federal fiscal year 2002, the standard episode payment was increased to $2,274. Currently, the delay in the budgeted 15% reduction in payment limits resulting from BIPA will expire September 30, 2002. There is ongoing debate and discussion in Congress concerning the scheduled payment reduction, which was further intensified with the recommendation by the Medicare Payment Advisory Committee to eliminate the budgeted 15% payment reduction. In addition to the 15% scheduled reduction, the provision in BIPA under which home health care providers received a 10% increase in reimbursement for service provided in a rural area is scheduled to expire March 31, 2003. For more information regarding this and other risk factors, please refer to our Annual Report on Form 10-K for the year ended December 31, 2001. 3RISKS RELATED TO OUR ACQUISITION STRATEGYattractive acquisition candidates.We intend to grow significantly through the continued acquisition of additional home health care
and complementary businesses.agencies. Weexpect toface competition for acquisition candidates, which may limit the number of acquisition opportunities available to us and may lead to higher acquisition prices.There can be no assuranceWe cannot assure you that we will be able to identifyacquiresuitable acquisitions ormanage profitablyavailable market share in the future or that any such opportunities, if identified, will be consummated on favorable terms, if at all. In the absence of such successful transactions, we cannot assure you that we will experience further growth, nor can we assure you that any such transactions, if consummated, will result in further growth.We may require additional
businesses orcapital tointegrate any acquired businesses intopursue ourexisting operations without substantial costs, delays or other operational or financial problems. Further, acquisitions involve a numberacquisition strategy.At September 30, 2003, we had cash and cash equivalents of
risks, including possible adverse effects$10,064,000 and, following our recent private placement of common stock on November 25, 2003, our cash and cash equivalent position was approximately $26.8 million. Based on ouroperating results, diversioncurrent plan ofmanagement's attention, failure to retain key personnel of the acquired business and risks associated with unanticipated events or liabilities, some or all of which could have a material adverse effect on our business, financial condition and results of operations. RISKS RELATED TO ACQUISITION FINANCINGoperations, including acquisitions, we cannot assure you that this amount will be sufficient. We cannot readily predict the timing, size and success of our acquisition efforts and the associated capital commitments. If we do not have sufficient cash resources, our growth could be limited unless weare able toobtain additional equity or debt financing.RISKS RELATED TO OUR DEPENDENCE ON MANAGEMENTReimbursements for services may be delayed.
Our
success depends upon ourbusiness may be characterized by delays in reimbursement from when we provide services to when we receive the reimbursement or payment for these services. If we have systems or other issues with Medicare, that may result in an even longer payment cycle. This timing delay may cause working capital shortages from time to time. As a result, working capital management, including prompt and diligent billing and collection, is an important factor in ourChief Executive Officer, William F. Borne.results of operations and liquidity. Wemaintain key employee life insurancecannot assure you that trends in theamount of $4.5 million on the life of Mr. Borne and entered into an employment agreement with Mr. Borne. The loss of Mr. Borne's services could materially adversely affect our operations. RISKS RELATED TO OUR EXPOSURE TO PROFESSIONAL LIABILITIES Due to the nature of our business, we and certain nurses who provide services on our behalf may be the subject of medical malpractice claims, with the attendant risk of substantial damage awards. We could be exposed to liability based on the negligence of nurses caring for our home health patients. To the extent these nurses are regarded as our agents in the practice of nursing, we could be held liable for any medical negligence of them. There can be no assurance that a future claim or claimsindustry will notexceedfurther extend thelimits of available insurance coveragecollection period and impact adversely our working capital or that our working capital management procedures will successfully negate this risk. We are reviewing opportunities to secure a credit facility, although we cannot assure you that we will be successful in securing suchcoverage will continuea credit facility.Until recently, we had a working capital deficit.
At September 30, 2003, we had a working capital deficit of $6.6 million. Included in this amount are $3.1 million owed by a subsidiary currently in bankruptcy, other estimates of amounts due to Medicare and other accruals which may not be necessary to be
available. RISKS RELATED TO THE POSSIBLE INSUFFICIENCY OF OUR LIABILITY COVERAGEfully liquidated within twelve months. Following our recent private placement of common stock, our working capital deficit was eliminated and we had positive working capital of approximately $17 million. Wemaintain professional liability insurance covering us and our subsidiaries. However, there can be no assurancecannot assure you thatany such claims will not be made in the future in excess of the limits of such insurance, if any, or that any such claims, if successful and in excess of such limits,we will not have amaterial adverse effect on our assets and our abilityworking capital deficit in the future. We are reviewing opportunities toconduct our business. There can be no assurancesecure a credit facility, although we cannot assure you that we willcontinue to maintainbe successful in securing suchinsurance or that such insurance can be maintained at acceptable costs.a credit facility.Our
insurance coverage currently includes fire, property damage and general liability with a $1,000,000 limit on each wrongful act and a $3,000,000 limit in aggregate. There can be no assurance that any claim will be within the scope of our coverage or that such claims will not exceed our coverage. RISKS RELATED TO CHANGES IN HEALTH CARE REGULATIONS AND TECHNOLOGY There can be no assurance that we will not be adversely affected by future possible changes in medical and health regulations, the use, cost and availability of hospitals and other health care services, and medical technological developments. RISKS RELATED TO COMPETITION Thebusinessin which we operateis highly competitive.We compete with hospitals, nursing homes, and other businesses that provide home health care services,
manysome of which are large and established companieswiththat have significantly greater resources thanours. 4RISKS RELATED TO OUR NEED FOR RELATIONSHIPS WITH OTHER ORGANIZATIONSwe do, on the basis of availability of personnel, quality and expertise of services and the value and price of services. Increased competition in the future from existing competitors or new entrants may limit our ability to maintain or increase our market share.Some of our existing and potential new competitors may enjoy greater name recognition, and greater financial, technical and marketing resources than we do. This may permit our competitors to devote greater resources than we can to the development and promotion of services. These competitors also may engage in more extensive research and development, undertake more far-reaching marketing campaigns, adopt more aggressive pricing policies and make more attractive offers to existing and potential employees and clients.
9
We expect our competitors to develop new strategic relationships with providers, referral sources and payors, which could result in increased competition. The introduction of new and enhanced services, acquisitions and industry consolidation and the development of strategic relationships by our competitors could cause a decline in sales or loss of market acceptance of our services or price competition or make our services less attractive. Additionally, we compete with a number of tax-exempt nonprofit organizations that can finance acquisitions and capital expenditures on a tax-exempt basis or receive charitable contributions that are unavailable to us.
We cannot assure you that we will be able to compete successfully against current or future competitors or that competitive pressures will not have a material adverse effect on our business, financial condition and results of operations.
We expect that industry forces will have an impact on us and our competitors. In recent years, the health care industry has undergone significant changes driven by efforts to reduce costs. The changes in our industry caused even greater competition among home healthcare and healthcare businesses generally. If we are unable to react competitively to new developments, our operating results may suffer.
We rely on our relationships with other organizations.
Our development and growth
of our businessdependsto a significant extentlargely on our ability to establish close working relationships with hospitals, clinics, nursing homes, physician groups, health maintenance organizations, preferred provider organizations,hospitals, clinics, nursing homes, physician groups,and other health care providers. Although we have established such relationships,there is no assurancewe cannot assure you that we willsuccessfully maintain existing relationships and that we can successfully developimprove and maintainadditionalthese relationships or develop new relationships in existing and future markets.RISKS RELATED TO FEDERAL AND STATE REGULATION The healthcare industryOur inability to maintain, improve and develop relationships in the future could have a material adverse effect on our business, financial condition and results of operations.We rely significantly on attracting and retaining skilled workers.
We rely significantly on our ability to attract and retain caregivers who possess the skills, experience and licenses necessary to meet the requirements of our customers. We compete for home health care services personnel with other providers of home health care services. We must evaluate and expand our network of caregivers continually to keep pace with our customers’ needs. Currently, competition for nursing personnel is
subjectincreasing and salaries and benefit costs have risen. Any inability tonumerous lawscontinue to increase the number of caregivers we recruit could adversely affect our potential for growth. Our ability to attract andregulations of the federal, stateretain caregivers depends on several factors, including our ability to provide such caregivers with attractive assignments andlocal governments. These lawscompetitive benefits andregulations include, but are not necessarily limited to, matters such as licensure, accreditation, government healthcare program participation requirements, reimbursement for patient services, and Medicare and Medicaid fraud and abuse. Government activity has increased with respect to investigations and allegations concerning possible violations of fraud and abuse statutes and regulations by healthcare providers. Violationssalaries. We cannot assure you that we will succeed in any of theselawsareas. The cost of attracting caregivers andregulations couldproviding them with attractive benefit packages may be higher than anticipated and, as a result,in a provider's expulsion from government healthcare programs together with the imposition of significant fines and penalties, as well as significant repayments for patient services previously billed. Our management believes thatif we arein complianceunable to pass these costs on to customers, our profitability could decline. Moreover, if we are unable to attract and retain caregivers, the quality of our services may decline and, as a result, we could lose certain customers.We depend on the continued services of our senior management.
Our success depends upon the continued employment of senior management officials, including our Chief Executive Officer, William F. Borne, our Chief Financial Officer, Gregory H. Browne and our Chief Operating Officer, Larry R. Graham. We maintain key employee life insurance of $4.5 million on Mr. Borne’s life and have entered into employment agreements with
all stateeach of Mr. Borne, Mr. Browne andfederal legal provisions concerning fraudMr. Graham. The departure of any of our senior management may materially adversely affect our operations.We are dependant on information systems.
Our business is reliant on information systems and
abuse as well as other applicable government laws and regulations. While no material regulatory inquiries have been made, compliance with these laws and regulations can be subject to future government review and interpretation as well as regulatory actions unknown or unasserted at this time. The Health Insurance Portability and Accountability Act, or HIPAA, was enacted on August 21, 1996 to assure health insurance portability, reduce healthcare fraud and abuse, guarantee security and privacy of health information and enforce standards for health information. Organizations are required to be in compliance with certain HIPAA provisions beginning in October 2002. Provisions not yet finalized are required to be implemented two years after the effective date of the regulation. Organizations are subject to significant fines and penalties if found not to be compliant with the provisions outlined in the regulations. Our management is in the process of evaluating theany disruption could impactof this legislation onour operationsincluding future financialor profitability. These systems include software developed in-house, systems provided by external contractors, andoperational enhancementsother service providers.10
We are defending class action lawsuits that
will be requiredmay require us tocomply with the legislation. RISKS RELATED TO FUTURE SALES OF OUR COMMON STOCK Salespay substantial damage awards.On August 23 and October 4, 2001, two class action lawsuits were filed, on behalf of all purchasers of our common stock between November 15, 2000 and June 13, 2001, against us and three of our executive officers. These suits, which were filed in the
public marketUnited States District Court for the Middle District of Louisiana, have now been consolidated and seek damages based on the decline in our stock price following an announced restatement of earnings for the fourth quarter of 2000 and first quarter of 2001. The suits allege that we knew or were reckless in not knowing the facts giving rise to the restatement. We are vigorously defending these lawsuits. We have insurance coverage for an amount in excess of $100,000 up to a certain level. Although we believe our insurance coverage is sufficient in respect to any amounts which mayhavebe awarded, we cannot assure you that the final resolution will fall within our insurance coverage amounts.Our stock has low trading volume and a
depressive effect on prevailing market pricesnumber of factors beyond our control may affect our stock price.The average daily trading volume for our common
stock. There is no assurance that the public marketstock historically has been low, with an average daily trading volume for the nine months ended September 30, 2003 of approximately 22,000 shares. As a result, our common stockwill not be volatile, sporadic or limited. Accordingly, youmay not beablehighly liquid. Moreover, the price and trading levels of our common stock may be affected negatively by a number of factors outside of our control, including:sales of stock by significant stockholders;announcements of changes in Medicare or other third party reimbursements;announcements of other legislative changes in the healthcare industry;quarterly fluctuations in our revenues or other financial results;announcements by our competitors; andinvestor perceptions about us and our business and financial results.Our subsidiary, Alliance Home Health, Inc., filed a Chapter 7 bankruptcy petition.
Alliance, our wholly-owned subsidiary (which we acquired in 1998 and ceased operations in 1999), filed for Chapter 7 Federal bankruptcy protection with the United States Bankruptcy Court in the Northern District of Oklahoma on September 29, 2000. A trustee was appointed for Alliance in 2001. Until the contingencies associated with the liabilities are resolved, the consolidated financial statements incorporated by reference in this private placement memorandum will continue to
resellconsolidate Alliance, which has net liabilities of $4.2 million. It is possible that we will be held responsible for some of these liabilities.Our Board of Directors may utilize anti-takeover provisions or issue stock to discourage control contests.
Our Certificate of Incorporation authorizes us to issue up to 30,000,000 shares of common stock
at or above your respective purchase price,andyou5,000,000 shares of undesignated Preferred Stock. Our Board of Directors maynot be able to liquidate your investment even at a loss without considerable delay. RISKS RELATED TO THE POSSIBLE ADVERSE EFFECT OF FUTURE ISSUANCES OF OUR PREFERRED STOCK Our certificate of incorporation authorizescause us to issue5,000,000additional stock to discourage an attempt to obtain control over us. For example, sharespar value $.001 per share,of"blank check" preferredstockwith such designations, rights and preferences as our boardcould be sold to purchasers who might support the Board ofdirectors may determine from timeDirectors in a control contest or could be sold totime. Accordingly, our board of directors is empowered, without stockholder approval, to issue preferred stock with dividend, liquidation, conversion,dilute the voting or other rightsthatof a person seeking to obtain control. In addition, the Board of Directors couldadversely affectcause us to issue Preferred Stock entitling holders to:vote separately on any proposed transaction;convert preferred stock into common stock;11
demand redemption at a specified price in connection with a change in control; orexercise other rights designed to impede a takeover.In addition, the issuance of additional shares may, among other things, dilute earnings and equity per share of common stock and voting
power or otherrights of theholderscommon stockholders.We have implemented other anti-takeover provisions or provisions that could have an anti-takeover effect, including (1) advance notice requirements for director nominations and stockholder proposals and (2) a stockholder rights plan, colloquially known as a “poison pill.” These provisions, and others that the Board of Directors may adopt hereafter, may discourage offers to acquire us and may permit our Board of Directors to choose not to entertain offers to purchase us, even if such offers include a substantial premium to the market price of our stock. Therefore, our stockholders may be deprived of opportunities to profit from a sale of control.
WHERE YOU CAN FIND MORE INFORMATION
This prospectus is part of a registration statement we filed with the SEC. You should rely only on the information contained in this prospectus or incorporated by reference. We have not authorized anyone else to provide you with different information. We are not making an offer of these securities in any state where the offer is not permitted. You should not assume that the information in this prospectus is accurate as of any date other than the date on the front page of this prospectus, regardless of the time of delivery of this prospectus or any sale of common stock.
InWe file annual, quarterly and special reports, proxy statements and other information with the
eventSEC. You may read, without charge, and copy the documents we file at the SEC’s public reference rooms in Washington, D.C., New York, New York and Chicago, Illinois. You can request copies ofan additional issuance,these documents by writing to thepreferred stock could be utilized,SEC and paying a fee for the copying cost. Please call the SEC at 1-800-SEC-0330 for further information on the public reference rooms. Our SEC filings are also available to the public at no cost from the SEC’s website at http://www.sec.gov.We incorporate by reference the filed documents listed below, except as superseded, supplemented or modified by this prospectus, and any future filings we will make with the SEC under
certain circumstances, as a methodSections 13(a), 13(c), 14 or 15(d) ofdiscouraging, delaying or preventing a change in controlthe Securities Exchange Act of 1934 (the “Exchange Act”):ourcompany. We have no present intention to issue any additional sharesAnnual Report on Form 10-K for the fiscal year ended December 31, 2002;our Quarterly Report on Form 10-Q for the quarter ended September 30, 2003;our Quarterly Report on Form 10-Q for the quarter ended June 30, 2003;our Quarterly Report on Form 10-Q for the quarter ended March 31, 2003;our Current Report on Form 8-K, dated December 10, 2003;our Current Report on Form 8-K, dated November 10, 2003;our Current Report on Form 8-K, dated November 10, 2003;our Current Report on Form 8-K, dated November 5, 2003;our Current Report on Form 8-K/A, dated October 17, 2003;our Current Report on Form 8-K/A, dated September 16, 2003;12
our Current Report on Form 8-K/A, dated August 19, 2003;our Current Report on Form 8-K/A, dated August 19, 2003;our Current Report on Form 8-K/A, dated August 13, 2003;our Current Report on Form 8-K/A, dated August 7, 2003;our Current Report on Form 8-K/A, dated May 20, 2003;our Current Report on Form 8-K/A, dated May 13, 2003;our Current Report on Form 8-K/A, dated March 14, 2003;our Current Report on Form 8-K/A, dated February 4, 2003;our Current Report on Form 8-K/A, dated January 31, 2003; andour definitive Proxy Statement for our Annual Meeting ofour preferred stock. However, there can be no assuranceStockholders held on June 12, 2003.The reports and other documents that we file after the date of this prospectus will
not issue additional preferred stockupdate, supplement and supersede the information in this prospectus. You may request and obtain a copy of these filings, atsome time inno cost, by writing or telephoning us at thefuture. 5RISKS RELATED TO DILUTION On July 30, 2002, there were 9,051,033 shares of our common stock outstanding and no shares of our preferred stock outstanding. Also as of July 30, 2002, we had outstanding warrants to purchase 52,500 shares of our preferred stock which are convertible into 175,000 shares of our common stock, warrants to purchase 183,720 shares of our common stock, and options to purchase 912,193 shares of our common stock. If any warrantsfollowing address oroptions are exercised, you may experience dilution of your shares. 6SPECIAL NOTE CONCERNINGphone number:
Amedisys, Inc.
11100 Mead Road, Suite 300
Baton Rouge, Louisiana 70816
(800) 467-2662
Attn: Greg BrowneDISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS
This prospectus, including the documents that we incorporate by reference, contains forward-looking
statements. Forward-lookingstatementsinclude, among other things,within thediscussionsmeaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Exchange Act. Any statements about ouroperations, margins, profitability, liquidityexpectations, beliefs, plans, objectives, assumptions or future events or performance are not historical facts andcapital resources. Although we believe that the expectations reflected in forward-lookingmay be forward-looking. These statements arereasonable, we can give no assurance thatoften, but not always, made through the use of words or phrases suchexpectations will prove to have been correct. Generally,as “anticipate,” “estimate,” “plans,” “projects,” “continuing,” “ongoing,” “expects,” “management believes,” “we believe,” “we intend” and similar words or phrases. Accordingly, these statementsrelate to business plans or strategies, projected or anticipated benefits or other consequences of such plans or strategies, or projections involving anticipated revenues, expenses, earnings, levels of capital expenditures, liquidity or indebtedness or other aspects of operating results or financial position. All phases of our operations are subject to a number ofinvolve estimates, assumptions and uncertaintiesrisks and other influences, many of which are outside our control and any one of which, or a combination of which, could materially affect our results of operations and whether the forward-looking statements we have made ultimately prove to be accurate. Important factorsthat could cause actual results to differ materially fromour expectationsthose expressed in them. Any forward-looking statements aredisclosedqualified in"Risk Factors." 7OUR COMPANY We are a leading multi-regional provider of home health care nursing services. We operate 57 home care nursing offices and two corporate offices intheir entirety by reference to thesouthern and southeastern United States. During 1999, we changed our strategy from providing a variety of alternate site provider health care servicesfactors discussed throughout this prospectus.Because the risk factors referred to
becoming a leader in home health care nursing services. Our change of focus was largely due to our significant investment in this segment of the industry through our acquisition of 83 home care offices from Columbia/HCA Healthcare Corporation in late 1998. A second major factor was the implementation in October 2000 of the Prospective Payment System, or "PPS," under Medicare that now allows home care providers the opportunity to be more profitable. A third significant factor was our belief that we had established a reputation and have expertise in the field. Pursuant to this strategy, we launched a restructuring plan to divest our non-home health care nursing divisions. From September 1999 through September 2001, we sold and/or closed our surgery centers and infusion divisions. We plan to achieve a major market presence in home health care nursing services in the southern and southeastern United States by expanding our referral base through the use of a highly trained sales force, offering specialized programs such as wound care, and completing selective acquisitions. We cannot guarantee that we will be able to achieve this goal. We are continuing to systematically reduce operating costs by converting our method of nurse pay to a variable or per-visit rate rather than a fixed or salary system, using economies of scale, and reducing corporate overhead. We have outsourced business functions that we do not consider to be part of our core business and have streamlined our management layers. We have developed our business model to promote success under PPS. We have implemented disease state management programs and clinical protocolsabove, as well assupporting technologythe risk factors beginning on page 6 of this prospectus, could cause actual results or outcomes tomonitordiffer materially from those expressed in any forward-looking statements made by us or on our behalf, you should not place undue reliance on any forward-looking statements. Further, any forward-looking statement speaks only as of the date on which it is made, andreport outcome data,we undertake no obligation tostandardize care,update any forward-looking statement to reflect events or circumstances after the date on which the statement is made or to reflect the occurrence of unanticipated events. New factors emerge from time to time, and it is not possible for us toensure quality outcomes. Using clinical managerspredict which factors will arise. In addition, we cannot assess the impact of each factor on our business or the extent toassess and track patient progress and skilled nurseswhich any factor, or combination of factors, may cause actual results todeliver carediffer materially from those contained in any forward-looking statements.13
SECURITY HOLDERS
We are
also important componentsregistering for resale shares of ouroverall plan. We were incorporated in Louisiana in 1982. In 1993, we became a publicly traded company through a merger into a New York corporation. In 1994, we changed our state of incorporation from New York to Delaware. Ourcommon stocktrades onheld by the security holders identified below. TheNasdaq SmallCap Market undersecurity holders acquired thesymbol "AMED." 8SELLING SHAREHOLDERS Ofresale shares from us in a private placement. Jefferies & Company, Inc. and Raymond James & Associates, Inc. assisted us in connection with selling thetotalresale shares in the private placement. We also are registering for resale shares of our common stock issuable upon exercise of warrants we issued to Jefferies & Company, Inc. and Raymond James & Associates, Inc. as compensation in the private placement. We are registering the shares to permit the security holders, the placement agents and their respective pledgees, donees, transferees and other successors-in-interest that receive their shares from a stockholder as a gift, partnership distribution or other non-sale related transfer after the date of this prospectus to resell the shares when and as they deem appropriate. The following table sets forth:the name of the security holders,the number and percent of shares of our common stockcovered bythat the security holders beneficially owned prior to the offering for resale of the shares under this prospectus,114,720 shares are subject to common stock warrants, and 175,000 are issuable upon the conversion of shares of our preferred stock that are subject to preferred stock warrants. The holders of the common stock warrants and the preferred stock warrants do not currently own the shares. Rather, the common stock warrantholders will acquire their shares when they exercise their warrants, and the preferred stock warrantholders will acquire their shares when they convert the shares of preferred stock they will receive when they exercise their warrants. The remaining 5,000 shares are currently outstanding, and were issued by us to Robert White when he exercised his common stock warrants. We refer to the persons who will acquire our shares upon the exercise of their warrants or upon the conversion of their preferred shares, and to Mr. White, as "selling shareholders." We have agreed to file, on behalf of the selling shareholders, a registration statement with the SEC covering the shares. This prospectus is a part of that registration statement. The selling shareholders may use this prospectus to resell the shares from time to time under Rule 415 under the Securities Act of 1933. See "Plan of Distribution." The following table gives information about the selling shareholders andthe number of shares of our common stock thataremay be offered for resale for the account of the security holders under this prospectus, andthe number and percent of shares of our common stock to be beneficially owned byeach of them prior tothe security holders after the offeringincludingof the resale shares (assuming all of the offered resale shares are sold by the security holders).The number of shares
subject to warrants, or issuable uponin theconversioncolumn “Number ofpreferred shares subject to warrants, held by the selling shareholders. The table also gives the number of shares offered hereby for each selling shareholder's account. The table is based on information available to us as of July 9, 2002. We cannot estimate the number or percentageShares Being Offered” represents all of the sharesof common stockthatwill be held byeachselling shareholder upon completion of this offering because the selling shareholderssecurity holder maysell all or some portion of the shares offered byoffer under this prospectus. We do not knowwhetherhow long the security holders will hold the shares before selling them orto what extent the selling shareholders who hold warrants will exercise their warrants, or whether or to what extent the selling shareholders who will receive preferred stock upon exercise of their warrants will convert their preferred shares. Likewise, we do not know when or in what amounts the selling shareholders may offerhow many sharesfor resale, and cannot be certain that the selling shareholdersthey will sellanyand we currently have no agreements, arrangements orallunderstandings with any of theshares offered by this prospectus.
NUMBER OF SHARES BENEFICIALLY NUMBER OF SHARES OWNED PRIOR TO THE OFFERING OFFERED IN THIS SELLING SHAREHOLDERS (AS OF JULY 9, 2002) PROSPECTUS - -------------------- ----------------------------- ----------------HCA Inc...................................... 80,720 80,720 One Park Plaza Nashville, TN 37203 Longview Partners, Inc....................... 4,000 4,000 19 Maple Lane Rhinebeck, NY 12572 Martin Brenner............................... 15,000 15,000 Station Street 22 Uerikon 8713 Switzerland June Gorlin.................................. 15,000 15,000 206 Flint Street Signal Mountain, TN 37377 Hudson Capital Partners, L.P. ............... 52,500 52,500 660 Madison Avenue 14th Floor New York, NY 10021 Raifinanz AG................................. 122,500 122,500 Bahnhofstrasse 106 CH-8001 Zurich, Switzerland9
NUMBER OF SHARES BENEFICIALLY NUMBER OF SHARES OWNED PRIOR TO THE OFFERING OFFERED IN THIS SELLING SHAREHOLDERS (AS OF JULY 9, 2002) PROSPECTUS - -------------------- ----------------------------- ----------------Robert White................................. 5,000 5,000 206 Flint Street Signal Mountain, TN 37377Nonesecurity holders regarding the sale of any of theselling shareholders named above has held or had any position, office, or other material relationship with us or any of our predecessors or our affiliates within the last three years, except as follows: - We entered into a consulting agreement dated March 15, 2000 with Martin Brenner, under which he served for one year as our investor relations and corporate communications liaison in Europe. - Robert White served as our Senior Vice-President of Business Development until December 2001. We entered into a Loan and Security Agreement dated March 22, 2000 with him, under which we borrowed $250,000 from him.resale shares. Theloan has been repaid in full. - We entered into a Loan and Security Agreement dated March 22, 2000 with June Gorlin, under which we borrowed $750,000 from her. The loan has been repaid in full. Ms. Gorlin is the mother of Robert White. - In connection with our acquisition in 1998 of 83 home care offices from Columbia/HCA Healthcare Corporation, we entered into a Credit Agreement with HCA and a related promissory note for a portion of the acquisition purchase price, which were terminated in 2000 when we paid HCA $9,000,000 and executed a Warrant Agreement allowing HCA to purchase up to 200,000 shares of our common stock. The 80,720shares offeredby HCA in this prospectus are subject to warrants issued pursuant to that Warrant Agreement. Only selling shareholders identified in the table above who beneficially own the shares set forth opposite such selling shareholder's name in the table on the effective date of the registration statement of which this prospectus forms a part may sell those securities under the registration statement. 10PLAN OF DISTRIBUTION Plan of Distribution Applicable to HCA Inc. Pursuant to its agreement with us, the shares of HCA Inc. that are coveredby this prospectus may besold by HCA or on its behalf through or to brokers or dealers, or directly to investors pursuant to this prospectus (or another prospectus contained in and forming a part of an effective registration statement under the Securities Act of 1933) or in transactions that are exempt from the requirements of registration under the Securities Act. HCA's shares may be sold at a fixed price or prices, which may be changedoffered from time to timeat market prices prevailing atby thetimesecurity holders listed below.This table is prepared solely based on information supplied to us by the listed security holders, any Schedules 13D or 13G and Forms 3 and 4, and other public documents filed with the SEC, and assumes the sale of
such sale, at prices related to such market prices or at negotiated prices. In connection with such sales, distributors' or sellers' commissionall of the resale shares. The applicable percentages of beneficial ownership are based on an aggregate of 11,862,581 shares of our common stock issued and outstanding on December 1, 2003, adjusted as may bepaid or allowed. Brokers or dealersrequired by rules promulgated by the SEC.
Shares Beneficially Owned Shares Beneficially Owned Prior to Offering Number of After Offering Shares Being Security Holders Number Percent Offered Number Percent JPMorgan Multi-Manager Small Cap Growth Fund(1) 36,900 * 36,900 0 * Phoenix State Street Research Small Cap Growth Series Fund(1) 6,100 * 6,100 0 * State Street Research Emerging Growth Fund(1) 120,400 * 120,400 0 * State Street Research Asset Allocation Fund(1) 37,900 * 37,900 0 * State Street Research Small Capitalization Growth Group Trust(1) 3,700 * 3,700 0 * Prism Partners I, L.P. (2) 50,000 * 50,000 0 * Prism Partners II Offshore Fund(2) 50,000 * 50,000 0 * 14
Telion Fund I, LP (3) 30,000 * 30,000 0 * Southwell Partners, L.P. (4) 468,099 3.97 400,000 68,099 * Principled Capital Management LLC(5) 140,000 1.19 140,000 0 * Blue Grass Fund LP(6) 35,000 * 35,000 0 * Accipiter Life Sciences Fund, LP(7) 80,500 * 80,500 0 * Accipiter Life Sciences Fund (QP), LP(7) 56,140 * 56,140 0 * Accipiter Life Sciences Fund, Ltd. (7) 78,360 * 78,360 0 * SF Partners I Limited Partnership(8) 25,000 * 25,000 0 * Asset Management(9) 20,466 * 9,000 11,466 * Symmetry Capital Qualified Partners, L.P. (9) 6,017 * 2,639 3,378 * Symmetry Capital Partners, L.P. (9) 10,414 * 5,783 4,631 * Symmetry Capital Offshore Fund LTD(9) 4,862 * 2,578 2,284 * Theory Capital LLC(10) 501,200 4.25 250,000 251,200 2.13 Platinum Partners Value Arbitrage Fund LP(11) 30,000 * 30,000 0 * RAM Trading, Ltd. (12) 150,000 1.27 150,000 0 * US Bank Asset Management(13) 300,000 2.55 300,000 0 * Jefferies & Company, Inc.(14) 57,000 * 57,000 0 * Raymond James & Associates, Inc.(15) 38,000 * 38,000 0 *
* Less than 1% (1) State Street Research Investment Services, Inc. (“SSRIS”), a subsidiary of State Street Research Management Company, One Financial Center, Boston, MA 02111 (“SSRM”), is a registered broker-dealer and an NASD member. SSRIS is a limited purpose broker-dealer engaged primarily in the distribution of securities of registered investment companies managed by SSRM. SSRM is the investment advisor to the Security Holder. SSRM may be deemed the beneficial owner of securities owned by the funds and/or accounts that it manages. However, SSRM disclaims beneficial ownership of all such shares. (2) Weintraub Capital Management, 44 Montgomery Street, Suite 4100, San Francisco, CA 94104, exercises dispositive power with respect to the shares of Common Stock offered in this prospectus. (3) Telion Capital LLC, P.O. Box 150751, Nashville, TN 37215, exercises dispositive power with respect to the shares of Common Stock offered in this prospectus. (4) Southwell Partners, L.P., 1901 N. Akard St., Dallas, TX 75201, exercises dispositive power with respect to the shares of Common Stock offered in this prospectus. (5) Principled Capital Management LLC, 666 Fifth Avenue, 34th Floor, New York, NY 10103, exercises dispositive power with respect to the shares of Common Stock offered in this prospectus. (6) Bluegrass Growth Fund LP, 200 E. 72nd Street, Apt. 10L, New York, NY 10021, exercises dispositive power with respect to the shares of Common Stock offered in this prospectus. (7) Accipiter Capital Management LLC, 153 East 53rd Street, 55th Floor, New York, NY 10022, exercises dispositive power with respect to the shares of Common Stock offered in this prospectus. 15
(8) SF Management Group Inc., 311 S. Wacker Drive, Suite 4990, Chicago, IL 60606, exercises dispositive power with respect to the shares of Common Stock offered in this prospectus. The general partners of SF Partners I Limited Partnership are the general directors of SF Investments, which is a registered broker-dealer (9) Symmetry Capital, One Montgomery St., Suite 3300, San Francisco, CA 94104, exercises dispositive power with respect to the shares of Common Stock offered in this prospectus. (10) Theory Capital LLC, 600 New Hampshire Ave, NW, Washington DC 20037, exercises dispositive power with respect to the shares of Common Stock offered in this prospectus. (11) Platinum Partners Value Arbitrage Fund LP, 152 West 57th Street, 54th Fl., New York, NY 10019, exercises dispositive power with respect to the shares of Common Stock offered in this prospectus. (12) Ritchie Capital Management, 2100 Enterprise Avenue, Geneva, IL 60134, exercises dispositive power with respect to the shares of Common Stock offered in this prospectus. (13) US Bank Asset Management, BC-MN-H05R, 800 Nicollet Mall, Minneapolis, MN 55402. The shares shown represent shares owned by the following funds as to which the selling shareholder has dispositive power: US Bank, NA Cust FBO Endeavor LP, US Bank, NA Cust FBO First American Insurance Portfolios Sm Cap Growth Fund, US Bank, NA Cust FBO John J. Frautschi Life Trust, US Bank, NA Cust FBO First American Small Cap Growth Opportunities Fund, US Bank, NA Cust FBO Lyndhurst Associates Microcap, M&I Bank as Custodian for Milwaukee Jewish Foundation, US Bank, NA Cust FBO Greater Milwaukee Foundation, US Bank, NA Cust FBO Oregon Retail Employees Pension Trust, US Bank, NA Agent u/a Henry Posner III Agency dtd 1/1/2003, US Bank, NA Cust FBO Posner Partners Microcap, US Bank, NA Agent u/a Paul M. Posner Agency dtd 1/1/2003, US Bank, NA Cust FBO Springfield, MO Police & Firemen’s Retirement Fund, US Bank, NA Cust FBO Electrical Construction Workers Pension Plan, US Bank, NA Cust FBO St. Paul Electrical Construction Workers Supply Pension Plan, Mercantile Safe Deposit and Trust Company Cust FBO UFCW Union & Employers Health, US Bank, NA Tr u/w Edward S. Tallmadge Res Tr 2 dtd 2/27/1984, US Bank, NA Tr u/a Richard D Waterfield Tr dtd 10/19/199_?, and US Bank, NA Tr u/w Wm. Chester Children’s Tr dtd 2/3/1964. (14) Jefferies & Company, Inc. is a broker-dealer who acted as placement agent for our common stock private placement completed on November 25, 2003. As compensation, we issued Jefferies warrants to purchase an aggregate 57,000 shares of our common stock at $14.40 per share, and paid them an additional cash fee. The “Shares Beneficially Owned Prior to the Offering,” the “Number of Shares Being Offered,” and the “Shares Beneficially Owned After the Offering” are comprised entirely of shares underlying warrants. (15) Raymond James & Associates, Inc. is a broker-dealer who acted as placement agent for our common stock private placement completed on November 25, 2003. As compensation, we issued Raymond James warrants to purchase an aggregate 38,000 shares of our common stock at $14.40 per share, and paid them an additional cash fee. The “Shares Beneficially Owned Prior to the Offering,” the “Number of Shares Being Offered,” and the “Shares Beneficially Owned After the Offering” are comprised entirely of shares underlying warrants. PLAN OF DISTRIBUTION
The selling security holders may
act as agents for HCA, or may purchasesell the sharesfrom HCA as principal and thereafter resell such sharesbeing offered from time to time in one orthrough transactionsmore transactions:on the Nasdaq National Market ordistributions (which may involve crosses and block transactions) on national or foreign stock exchanges where trading privileges are available,otherwise;in theover-the- counter market,over-the-counter market;inprivate transactions or in some combination of the foregoing. We have agreed to indemnify HCA, and HCA has agreed to indemnify us, again certain liabilities, including liabilities under the Securities Act. Plan of Distribution Applicable to Selling Shareholders Other Than HCA Inc. The selling shareholders other than HCA may sell shares of our common stock directly,negotiated transactions;through broker-dealers,actingwho may act asprincipalagents oragent or pursuant to a distribution byprincipals;through one or more underwriters on a firm commitment or best effortsbasis. Suchbasis;through the writing of options on shares, whether the options are listed on an options exchange or otherwise; ora combination of such methods of sale.16
The selling
shareholderssecurity holders may sellall or partthe shares at market prices prevailing at the time oftheir shares in one or more transactionssale, at pricesat orrelated tothe then-currentthose marketpriceprices or at negotiated prices. The sellingshareholders will determine the specific offering price of the shares from time to time that, at that time,security holders also maybe higher or lower than the market price of our common stock on The Nasdaq SmallCap Market or other securities market. The method by which the selling shareholders other than HCA may offer and sell their shares may include, but are not limited to, the following: - sales on any securities exchange on which our common stock is listed at the time of sale, or through quotation systems in which our common stock is included, at prices and terms then prevailing or at prices related to the then-current market price; - sales in privately negotiated transactions; - sales for their own account pursuant to this prospectus; - cross or block trades in which broker-dealers will attempt tosell the shares pursuant to Rule 144 adopted under the Securities Act, asagent, butpermitted by that rule. The selling security holders mayposition and resell a portion of the blockeffect transactions by selling shares directly to purchasers or to or through broker-dealers. The broker-dealers may act asa principal to facilitate the transaction; - purchases byagents or principals. The broker-dealerswho then resell the shares for their own account; and - brokerage transactions in which a broker solicits purchasers. Other Matters In connection with any underwritten offering, underwriters and their agentsmay receive compensation in the form of discounts,commissions orconcessionsfrom the selling shareholders or from purchasers of shares for whom they act as agents. Underwriters may sell shares to or through dealers, and those dealers may receive compensation in the form of discounts, commissions or concessions from the underwritersor commissions from the selling security holders or the purchasersfor whom theyof the shares. The compensation of any particular broker-dealer mayact as agents. Thebe in excess of customary commissions. Because the sellingshareholderssecurity holders andany underwriters, dealers or agents participatingbroker-dealers that participate with the selling security holders in the distribution ofthesharesof our common stockmay be deemed to be"underwriters"“underwriters” within the meaning of Section 2(11) of the Securities Act, the selling security holders will be subject to the prospectus delivery requirements of the Securities Act. Any commissions received by them and any profitfromon thesaleresale ofthesesharesby the selling shareholders and any compensation received by any underwriter, broker-dealer or agentmay be deemed to be underwritingdiscounts undercompensation.The selling security holders have advised us that they have not entered into any agreements, understandings or arrangements with any underwriters or broker-dealers regarding the
Securities Act. 11Tosale of their securities. There is no underwriter or coordinating broker acting in connection with theextent required by a particular offering, we will set forth in a prospectus supplement or, if appropriate, a post-effective amendment, the terms of the offering, including among other things, the numberproposed sale of sharesof our common stock to be sold,by thepublic offering price, the names of any underwriters, dealers or agents and any applicable commissions or discounts. In order to comply with the securities laws of particular states, if applicable, theselling security holders.The shares
of our common stock offered under this prospectuswill be soldin the jurisdictions onlythrough registered or licensed brokers ordealers.dealers if required under applicable state securities laws. In addition, inparticularcertain states the sharesof our common stockmay not be sold unless they have been registered or qualified for sale in the applicable state or an exemption from the registration or qualificationrequirementsrequirement is available and is complied with.EachUnder applicable rules and regulations under the Exchange Act, any person engaged in the distribution of the shares may not simultaneously engage in market making activities with respect to our common stock for a period of two business days prior to the commencement of such distribution. In addition, each selling
shareholderstockholder will be subject to applicable provisions of theSecuritiesExchange Actof 1934and the associated rules and regulationsthereunder,under the Exchange Act, including Regulation M, which provisions may limit the timing of purchases and sales of shares of our common stock by the sellingshareholders. Each selling shareholder will pay all fees, discounts and brokerage commissions allocable to his, her or its shares, as well as the fees and expenses of his, her or its counsel.security holders. We willpay all expensesmake copies of thisregistration, including without limitation,prospectus available to thecostsselling security holders andexpenseshave informed them ofpreparing and reproducingthe need to deliver copies of this prospectus to purchasers at or prior to the time of any sale of the shares.We will bear all costs, expenses and
complying with state securities laws, as well as filingfees in connection with theSEC. Weregistration of the shares. The selling security holders will bear all commissions and discounts, if any, attributable to the sales of the shares. The selling security holders may agree to indemnify any broker-dealer or agent that participates in transactions involving sales of the shares against certain liabilities, including liabilities arising under the Securities Act. The selling security holders have agreed to indemnifyHudson Capital Partners, L.P.certain persons, including broker-dealers andRaifinanz AG, and they have agreed to indemnify us,agents, against certain liabilities in connection with the offering of the shares, including liabilities arising under thesecurities laws. 12LEGAL MATTERS Michael Lutgring, our counsel and former Executive Vice President,Securities Act.Upon notification to us by a selling stockholder that any material arrangement has
given us an opinion thatbeen entered into with broker-dealers for theshares have been duly authorized, and that they are,sale orin the casepurchase of shares,issuablewe will file a supplement to this prospectus, if required, disclosing:the name of the participating broker-dealers;the number of shares involved;the price at which such shares were sold;the commissions paid or discounts or concessions allowed to such broker-dealers, where applicable;that such broker-dealers did not conduct any investigation to verify the information set out or incorporated by reference in this prospectus; andother facts material to the transaction.17
In addition, upon being notified by a selling stockholder that a donee or pledgee intends to sell more than 500 shares, we will file a supplement to this prospectus.
USE OF PROCEEDS
We will not receive any of the proceeds from the sale of the resale shares by the security holders. All proceeds from the sale of the resale shares will be solely for the accounts of the security holders. However, we may receive proceeds from the exercise of the warrants
or uponby Jefferies & Company, Inc. and Raymond James & Associates, Inc., if they exercise theconversionwarrants for cash.LEGAL MATTERS
The validity of
preferredthe issuance of the shares of common stock offered hereby will bevalidly issued, fully paidpassed upon for us by Correro Fishman Haygood Phelps Walmsley & Casteix, L.L.P., New Orleans, Louisiana.EXPERTS
The consolidated financial statements of Amedisys, Inc. as of and
non-assessable. OTHER MATTERS Our financial statementsfor the year ended December 31, 2002 , have been incorporated by reference hereinwere audited by Arthur Andersen LLP. Under SEC rules, we were required to obtain Andersen's written consentand inorder to incorporate by reference itsthe registration statement in reliance upon the reportcovering those audited financial statements, which is alsoof KPMG LLP, independent accountants, incorporated by referenceherein. By grantingherein, and upon the authority of said firm as experts in accounting and auditing.KPMG’s report refers to its 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, KPMG was 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.
NOTICE REGARDING ARTHUR ANDERSEN LLP
Arthur Andersen LLP audited our financial statements for the five years ended December 31, 2001. We have included information derived from these financial statements in this prospectus through incorporation by reference of certain documents filed by us with the SEC. On June 15, 2002, Arthur Andersen was convicted of obstruction of justice by a
consent, accounting firms become subject to liability under Section 11 of the Securities Act of 1933 for material misstatements and omissions of material facts from a registration statement. Investors who bring a successful claim of this type are entitled to damages. However, we have been unable to obtain Andersen's consentfederal jury in Houston, Texas in connection with Arthur Andersen’s work for Enron Corp. On September 15, 2002, a federal judge upheld this conviction. Arthur Andersen ceased its audit practice before the SEC on August 31, 2002. Effective April 30, 2002, we terminated the engagement of Arthur Andersen as ourregistration statement. As a result, we have filedindependent auditors and engaged KPMG LLP to serve as our independent auditors. KPMG LLP has audited our financial statements as of and for theregistration statement without Andersen's consent in reliance on Rule 437a under the Securities Act, which relieves usyear ended December 31, 2002. Because of theobligation to obtain Andersen's consent under certain circumstances. However, becausecircumstances currently affecting Arthur Andersenhas not providedLLP, as aconsent in connection with our registration statement, youpractical matter it may not be able torecover against Andersen under Section 11satisfy any claims arising from the provision ofthe Securities Act. For more information about Andersen, please see the information under the heading "Risk Relatedauditing services toArthur Andersen LLP" in the section entitled "Risk Factors." WHERE YOU CAN FIND MORE INFORMATION We file annual, quarterly and special reports, proxy statements and other information with the SEC. Youus, including claims holders of securities mayread and copy any document we file at the SEC's public reference room located at 450 Fifth Street, N.W., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information about the public reference room. Our SEC filingshave that arealsoavailable tothe public from commercial document retrieval services and at the web site maintained by the SEC at: http://www.sec.gov. Reports, proxy statements and other information pertaining to us may also be inspected at the offices of The Nasdaq Stock Market, which is located at 1735 K Street, N.W., Washington, D.C. 20006. This prospectus is part of a registration statement on Form S-3 that we have filed with the SEC to register thesecurity holders under applicable securitiesoffered by this prospectus. The registration statement contains additional information about us and our securities. You may inspect the registration statement and exhibits at the SEC public reference room or at the SEC's website. As allowed by the SEC rules, this prospectus does not contain all of the information you can find in our registration statement or the exhibits to the registration statement.laws.18
You should rely only on the information contained in this prospectus or
representations providedspecifically incorporated herein. We have not authorized anyone to provide you with information different from that contained in this prospectus or anysupplement to this prospectus. We haveprospectus supplement. This prospectus is notauthorized anyone else to provide you with different information. The selling shareholders may not makean offer ofourthese securities in anystatejurisdiction wherethean offer and sale is not permitted. The information contained in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectusdoesor any sale of our common stock.TABLE OF CONTENTS
Page Our Business 2 Risk Factors 4 Where You Can Find More Information 12 Disclosure Regarding Forward- Looking Statements 13 Security Holders 14 Plan of Distribution 16 Use of Proceeds 18 Legal Matters 18 Experts 18 1,995,000 Shares
Common Stock
Amedisys, Inc.
Prospectus
December, 2003
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14.Other Expenses of Issuance and Distribution.
The following table sets forth an estimate of the fees and expenses relating to the issuance and distribution of the securities being registered hereby, other than underwriting discounts and commissions, all of which shall be borne by Amedisys, Inc. (the “Registrant” or the “Company”). All of such fees and expenses, except for the SEC Registration Fee, are estimated:
SEC registration fee $ 2,416.00 Transfer agent’s fees and expenses 2,000.00 Legal fees and expenses 25,000.00 Printing fees and expenses 5,000.00 Accounting fees and expenses 25,000.00 Miscellaneous fees and expenses 24,584.00 $ 84,000.00 Item 15.Indemnification of Officers and Directors
The Company’s By-laws, as amended and restated, provide for indemnification of officers and directors to the fullest extent permitted by Section 145 of the Delaware General Corporation Law. The provisions of Article VII of the Company’s By-laws constitute a contract of indemnification between the Company and its officers and directors. Article VII, Section 6 of the Company’s By-laws permits the Company to purchase and maintain officers’ and directors’ liability insurance in order to insure against the liabilities for which such officers and directors are indemnified pursuant to Article VII, Section 1. The Company provides officers’ and directors’ liability insurance for its officers and directors.
The Company has entered into indemnification agreements with certain of its directors and executive officers providing contractual indemnification by the Company to the fullest extent permissible under Delaware law.
The Company and the security holders have agreed to indemnify each other and each other’s controlling persons, as applicable, against certain liabilities under the Securities Act in connection with this registration statement.
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 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. II- 1
Item 17.Undertakings.
The undersigned 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:
(i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933, as amended;
(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 the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent 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; provided, however, that subparagraphs (i) and (ii) above do not
under any circumstances, mean that there has not been a change in our affairs since the date of this prospectus. It also does not mean thatapply if the information required to be included inthis prospectusa post-effective amendment by these subparagraphs iscorrect after this date. Our address on the world wide web is http://www.amedisys.com. The information on our web site is not a part of this document. 13INCORPORATION BY REFERENCE The SEC allows us to "incorporate by reference" the information we file with it, which means that we can disclose important information to you by referring to documents that we havecontained in periodic reports filed with or furnished to theSEC. The information incorporatedCommission byreference is consideredthe Registrant pursuant tobe part of this prospectus, and information that we file later with the SEC will automatically update and supersede this incorporated information. We incorporate by reference the documents listed below and any future filings we will make with the SEC under Sections 13(a), 13(c), 14Section 13 or 15(d) of the Securities Exchange Act of 1934until the completion of the offering of the securities described in this prospectus:
FILINGS PERIOD OR DATE FILED - ------- --------------------Our Annual Report on Form 10-K........... Year ended December 31, 2001 Our Quarterly Report on Form 10-Q........ Quarter ended March 31, 2002 Our Current Reports on Form 8-K.......... March 6, 2002, April 29, 2002, May 3, 2002, May 28, 2002, June 5, 2002, June 25, 2002 and July 18, 2002 Our Amendments to Current Report on Form 8-K.................................... May 13, 2002 and May 24, 2002 Our Definitive Proxy Statement on Schedule 14A........................... April 30, 2002 The description of our common stock set forth in our Current Report on Form 8-K.................................... December 11, 2000In addition to the filings listed above, we incorporate by reference additional documentsthatwe may file with the SEC between the date of this document and the date of the completion of the offering of the securities described in this prospectus. These documents include periodic reports, such as Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, as well as proxy statements. You can obtain any of the documentsare incorporated by reference in thisdocument from us, or from the SEC through the SEC's Internet world wide web site at http://www.sec.gov. Documents incorporated by reference are available from us without charge, excluding any exhibits to those documents, unless the exhibit is specifically incorporated by reference as an exhibit in this document. You can obtain documents incorporated by reference in this document upon written or oral request to us at the following address: Amedisys, Inc. 11100 Mead Road Suite 300 Baton Rouge, Louisiana 70816 (225) 292-2031 We have not authorized anyone to give any information or make any representation about the offering or us that is different from, or in addition to, that contained in this document. Therefore, if anyone does give you information of that sort, you should not rely on it. The information contained in this document speaks only as of the date of this document unless the information specifically indicates that another date applies. Any statement contained in a document incorporated or deemed incorporated herein by reference shall be deemed to be modified or superseded for the purpose of this prospectus to the extent that a statement contained herein or in any subsequently filed document which also is, or is deemed to be, incorporated herein by reference modifies or supersedes suchregistration statement.Any such statement so modified or superseded shall not be deemed, except as to modified or superseded, to constitute a part of this prospectus. 14PART II INFORMATION NOT REQUIRED IN PROSPECTUS ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION The following are the fees and expenses payable by the registrant in connection with the offering contemplated by the registration statement, all of which are estimated except the registration fee.
Securities and Exchange Commission registration fee......... $ 287.68 Printing Expenses........................................... 3,000.00 Legal fees and expenses..................................... 15,000.00 Accounting fees and expenses................................ -- Miscellaneous............................................... 1,000.00 ---------- Total.................................................. $19,287.68 ----------The selling shareholders have not paid, and are not responsible for, any portion of these fees and expenses. ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS The Delaware General Corporation Law (the "statute"), Section 145, gives Delaware corporations broad powers to indemnify their present and former directors, officers, agents and employees and those of affiliated corporations against expenses incurred in the defense of any lawsuit to which they are, or might be, made parties by reason of being, or having been, such directors, officers, agents or employees; subject to specific conditions and exclusions gives a director, officer, agent or employee who successfully defends an action the right to be so indemnified, and in some cases permits even those who unsuccessfully defend actions to be so indemnified; and authorizes Delaware corporations to buy liability insurance on behalf of any current or former director, officer, agent or employee. Such indemnification is not exclusive of any other rights to which those indemnified may be entitled under any by-law, agreement, authorization of shareholders or otherwise. Article XI of the Certificate of Incorporation of the registrant provides for indemnification of officers, directors, agents and employees of the registrant as follows: (a) The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Corporation) by reason of the fact that he is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership joint venture, trust or other enterprise, against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner in which he reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful. (b) The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that he is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys' fees) actually and reasonably incurred by him in connection with the defense or settlement of such action or suit if he acted in good faith and in a manner he reasonably believed to be in II-1or not opposed to the best interests of the Corporation and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the Corporation unless and only to the extent that the Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper. (c) To the extent that a director, officer, employee or agent of the Corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in subsections (a) and (b) of this Article, or in defense of any claim, issue or matter therein, he shall be indemnified against expenses (including attorneys' fees) actually and reasonably incurred by him in connection therewith. (d) Any indemnification under subsections (a) and (b) of this Article (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the director, officer, employee or agent is proper in the circumstances because he has met the applicable standard of conduct set forth in subsections (a) and (b) of this Article. Such determination shall be made (1) by the Board of Directors by a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceeding, or (2) if such quorum is not obtainable, or, even if obtainable a quorum of disinterested directors so directs, by independent legal counsel in a written opinion, or (3) by the stockholders. (e) Expenses (including attorneys' fees) incurred by an officer or director in defending any civil, criminal, administrative or investigative action, suit or proceeding may be paid by the Corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified by the Corporation as authorized by this Article. Such expenses (including attorneys' fees) incurred by other employees and agents may be so paid upon such terms and conditions, if any, as the Board of Directors deems appropriate. (f) The indemnification and advancement of expenses provided by, or granted pursuant to, the other subsections of this Article shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any bylaw, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office. (g) The Corporation shall have the power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the Corporation would have the power to indemnify him against such liability under this Article. (h) For purposes of this Article references to "the Corporation" shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had the power and authority to indemnify its directors, officers, and employees or agents, so that any person who is or was a director, officer, employee or agent of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, shall stand in the same position under this Article with respect to the resulting or surviving corporation as he would have with respect to such constituent corporation if its separate existence had continued. (i) The indemnification and advancement of expenses provided by, or granted pursuant to, this Article shall, unless otherwise provided when authorized and ratified, continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person. II-2The foregoing discussion of the Company's Certificate of Incorporation and of the statute is not intended to be exhaustive and is qualified in its entirety by such Certificate of Incorporation and the statute, respectively. ITEM 16. EXHIBITS The following documents are filed herewith or incorporated by reference herein:
EXHIBIT NO. DESCRIPTION - ------- -----------4.1 Certificate of Incorporation of the registrant (incorporated by reference to Exhibit 3.1 filed with the registrant's Quarterly Report on Form 10-Q(2) That, for the quarter ended March 31, 2002). 4.2 By-Lawspurpose of determining any liability under theregistrant (incorporated by referenceSecurities Act of 1933, as amended, each such post-effective amendment shall be deemed toExhibit 3.2 filed with the registrant's Quarterly Report on Form 10-Q for the quarter ended March 31, 2001). 4.3 Shareholder Rights Agreement, dated June 15, 2000 (incorporated by reference to Exhibit 4(i) filed with the registrant's Current Report on Form 8-K filed on June 16, 2000). 5.1 Opinion of Michael D. Lutgring, counselbe a new registration statement relating to theregistrant, regardingsecurities offered therein, and thevalidityoffering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any of the securities being registered hereby. 23 Consentwhich remain unsold at the termination ofMichael D. Lutgring, counsel totheregistrant, (included in Exhibit 5.1). 24 Power of Attorney (included in the signature page to this registration statement).offering.ITEM 17. UNDERTAKINGS (a) The undersigned 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 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. (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. (b)The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, as amended, each filing of the
registrant'sRegistrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934(and, where applicable, each filing of an employee benefit plan's annual report pursuant to section 15(d) of the Securities Exchange Act of 1934)that is incorporated by reference inthethis registration statement 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.(c)Insofar as indemnification for liabilities arising under the Securities Act of 1933, as amended, may be permitted to directors, officers, and controlling persons of the
registrantRegistrant pursuant to the foregoing provisions, or otherwise, theregistrantRegistrant has 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 theregistrantRegistrant of expenses incurred or paid by a director, officer, or controlling person of theregistrantRegistrant 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, theregistrantRegistrant 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 of 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.II-3II- 2
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
registrantRegistrant 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 thisregistration statementRegistration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Baton Rouge, State of Louisiana, onAugust 1, 2002. AMEDISYS, INC. By: /s/ WILLIAM F. BORNE ------------------------------------ William F. Bornethe 9 day of December 2003.
Amedisys, Inc. By: /s/ William F. Borne William F. Borne
Chief Executive Officer and Chairman of the BoardPOWER OF ATTORNEY
KNOW ALL
MENPERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints William F. Borne and Gregory H. Browne, and each of them, as his true and lawfulattorney-in-factattorneys-in-fact andagent,agents, with full power of substitution and resubstitution, forhimthe undersigned and in his or her name, place and stead, in any and all capacities, to sign anyandor all amendments (including post-effective amendments) tothis registration statement,the Registration Statement and to file the same, with all exhibits thereto, andotherall documents in connection therewith, with the Securities and Exchange Commission, granting unto saidattorney-in-factattorneys-in-fact andagentagents, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that saidattorney-in-factattorneys-in-fact andagentagents, or any of them or their or his substitute or 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 bythe following persons in the capacities and on the dates indicatedon August 1, 2002.have signed this Registration Statement below.
SIGNATURE TITLE --------- -----/s/ WILLIAM
/s/ William F.BORNEBorne
William F. BorneChief Executive Officer and Chairman of the Board - -------------------------------------- (Principal Executive Officer) William F. Borne /s/ GREGORYDecember 9, 2003
/s/ Gregory H.BROWNE Chief Financial Officer - -------------------------------------- (PrincipalBrowne
Gregory H. BrownePrincipal Financial and Accounting Officer) Gregory H. Browne /s/ JAKE L. NETTERVILLE Director - --------------------------------------OfficerDecember 9, 2003
/s/ Jake L. Netterville/s/ DAVID R. PITTS
Jake L. NettervilleDirector - --------------------------------------December 9, 2003
/s/ David R. Pitts
David R. PittsDirector - --------------------------------------December 9, 2003
/s/ Peter F. Ricchiuti/s/ RONALD A. LABORDE
Peter F. RicchiutiDirector - --------------------------------------December 9, 2003
/s/ Ronald A. Laborde
Ronald A. LabordeDirector December 9, 2003 II-4II- 3
INDEX TO EXHIBITS
EXHIBIT NO. DESCRIPTION - ------- -----------4.1 CertificateExhibit Number Description of IncorporationDocument5.0 Opinion of Correro Fishman Haygood Phelps Walmsley & Casteix, L.L.P. as to the legality of the registrant (incorporatedsecurities 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. 24 Power of Attorney. Reference is made to page II-3.
* Incorporated by reference to Exhibit 3.1 filed withtheregistrant's Quarterly Report on Form 10-Q for the quarter ended March 31, 2002). 4.2 By-Laws of the registrant (incorporated by reference to Exhibit 3.2 filed with the registrant's Quarterly Report on Form 10-Q for the quarter ended March 31, 2001). 4.3 Shareholder Rights Agreement, dated June 15, 2000 (incorporated by reference to Exhibit 4(i) filed with the registrant'sCurrent Report on Form 8-K filed onJune 16, 2000). 5.1 Opinion of Michael D. Lutgring, counsel to the registrant, regarding the validity of the securities registered hereby. 23 Consent of Michael D. Lutgring, counsel to the registrant, (included in Exhibit 5.1). 24 Power of Attorney (included in the signature page to this registration statement).December 10, 2003.
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