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As filed with the Securities and Exchange Commission on April 18, 2002
REGISTRATION NO.
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-1
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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MEDICAL STAFFING NETWORK HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 7363 65-0865171
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification No.)
901 YAMATO ROAD, SUITE 110
BOCA RATON, FL 33431
(561) 226-9000
(Address, including zip code, and telephone
number, including area code, of registrant's
principal executive offices)
ROBERT J. ADAMSON
PRESIDENT AND CHIEF EXECUTIVE OFFICER
MEDICAL STAFFING NETWORK HOLDINGS, INC.
901 YAMATO ROAD, SUITE 110
BOCA RATON, FL 33431
(561) 226-9000
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
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COPIES TO:
Steven J. Gartner, Esq. Alejandro E. Camacho, Esq.
Willkie Farr & Gallagher Clifford Chance Rogers & Wells LLP
787 Seventh Avenue 200 Park Avenue
New York, New York 10019 New York, New York 10166-0153
(212) 728-8000 (212) 878-8000
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after this Registration Statement becomes effective.
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If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, as amended, check the following box: /_/
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. /X/ REGISTRATION NO. 333-82438
If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. /_/
If this form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. /_/
If delivery of the prospectus is expected to be made pursuant to Rule 434,
check the following box. /_/
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CALCULATION OF REGISTRATION FEE
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TITLE OF SECURITIES TO BE PROPOSED MAXIMUM AGGREGATE AMOUNT OF
REGISTERED OFFERING PRICE (1) REGISTRATION FEE
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Common Stock, par value $0.01.... $17,968,750 $1,654
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(1) Estimated solely for purposes of determining the registration fee in
accordance with Rule 457(o) under the Securities Act of 1933.
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EXPLANATORY NOTE
This Registration Statement is being filed pursuant to Rule 462(b) under
the Securities Act of 1933, as amended. The contents of the Registration
Statement on Form S-1 (File No. 333-82438) filed by Medical Staffing Network
Holdings, Inc. with the Securities and Exchange Commission (the "Commission") on
February 8, 2002, as amended, which was declared effective by the Commission on
April 17, 2002, are incorporated by reference herein.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant has duly caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the city of Boca Raton,
Florida on this 18th day of April, 2002.
MEDICAL STAFFING NETWORK HOLDINGS, INC.
By: /s/ Robert J. Adamson
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Robert J. Adamson
President, Chief Executive Officer And Director
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
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<Caption>
SIGNATURE TITLE DATE
- --------- ----- ----
/s/ Robert J. Adamson President, Chief Executive Officer and April 18, 2002
- ---------------------------------------- Director (Principal Executive Officer)
Robert J. Adamson
* Chief Financial Officer (Principal Financial April 18, 2002
- ---------------------------------------- Officer and Principal Accounting Officer)
Kevin S. Little
* Director April 18, 2002
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Joel Ackerman
* Director April 18, 2002
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David J. Wenstrup
* Director April 18, 2002
- ----------------------------------------
Scott F. Hilinski
*By: /s/ Robert J. Adamson
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Robert J. Adamson
ATTORNEY-IN-FACT
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Exhibit Index
EXHIBIT NO. DESCRIPTION
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5.1 Opinion of Willkie Farr & Gallagher.
23.1 Consent of Ernst & Young.
23.2 Consent of Willkie Farr & Gallagher (included in the
opinion referred to in 5.1 above).
24.1* Power of Attorney
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*Incorporated by reference from the Registration Statement on Form S-1, as
amended (File No. 333-82438).
II-2