As filed with the Securities and Exchange Commission on July 10, 2001
Registration No. 333-63828
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
---------------
AMENDMENT No. 1
To
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
---------------
SELECT MEDICAL CORPORATION
(Exact name of Registrant as specified in its charter)
Delaware 8093 23-2872718
(State or Other Jurisdiction (Primary Standard Industrial (I.R.S. Employer
of Incorporation or
Organization) Classification Code Number) Identification No.)
---------------
4716 Old Gettysburg Road
P.O. Box 2034
Mechanicsburg, Pennsylvania 17055
(717) 972-1100
(Address, Including Zip Code, and Telephone Number, Including Area Code, of
Registrant's Principal Executive Offices)
---------------
See Table of Additional Registrants Below
---------------
Michael E. Tarvin, Esq.
4716 Old Gettysburg Road
P.O. Box 2034
Mechanicsburg, Pennsylvania 17055
(717) 972-1100
(Name, address including zip code, and telephone number, including area code,
of agent for service)
---------------
With a Copy to:
Christopher G. Karras, Esq.
Dechert
4000 Bell Atlantic Tower
1717 Arch Street
Philadelphia, Pennsylvania, 19103
(215) 994-4000
---------------
Approximate date of commencement of proposed sale of the securities to
the public: As soon as practicable after this Registration Statement becomes
effective.
If the securities being registered on this Form are being offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, 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. [_]
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. [_]
The Registrants hereby amend 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 which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until this Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
Table of Additional Registrants
State of
Incorporation or IRS Employer
Name Organization Identification No.
- ---- ---------------- ------------------
Abel Center for Rehabilitation Therapies,
Inc. Oregon 93-1142552
Abel Healthcare Network, Inc. Oregon 93-1131111
Affiliated Physical Therapists, Ltd. Arizona 86-0489265
Allegany Hearing and Speech Inc. Maryland 52-1472846
American Transitional Hospitals, Inc. Delaware 76-0232151
Athens Sports Medicine Clinic, Inc. Georgia 58-1442208
Ather Sports Injury Clinic, Inc. California 97-272879
Atlantic Health Group, Inc. Delaware 51-0364566
Atlantic Rehabilitation Services, Inc. New Jersey 22-2214110
Avalon Rehabilitation & Healthcare, LLC Delaware 23-2980113
Boca Rehab Agency, Inc. Delaware 65-0366469
Buendel Physical Therapy, Inc. Florida 65-0008000
C.E.R. West, Inc. Michigan 38-3027085
C.O.A.S.T. Institute Physical Therapy,
Inc. California 23-2727340
CCISUB, Inc. North Carolina 56-1342767
CMC Center Corporation California 97-2563269
Cenla Physical Therapy & Rehabilitation
Agency, Inc. Louisiana 72-0800244
Center for Evaluation & Rehabilitation,
Inc. Michigan 38-2362109
Center for Physical Therapy & Sports
Rehabilitation, Inc. New Mexico 85-0364910
CenterTherapy, Inc. Minnesota 41-1255299
Champion Physical Therapy, Inc. Pennsylvania 25-1713794
Connecticut NovaCare Ventures, Inc. Connecticut 06-1319031
Coplin Physical Therapy Associates, Inc. Minnesota 41-1402188
Crowley Physical Therapy Clinic, Inc. Louisiana 72-1207656
Douglas Avery & Associates, Ltd. Virginia 54-1323120
Douglas C. Claussen, R.P.T., Physical
Therapy, Inc. California 94-2828815
Elk County Physical Therapy, Inc. Pennsylvania 25-1694794
Fine, Bryant & Wah, Inc. Maryland 52-1022420
Francis Naselli, Jr. & Stewart Rich
Physical Therapists, Inc. Pennsylvania 23-2028573
Gallery Physical Therapy Center, Inc. Minnesota 41-1508202
Georgia NovaCare Ventures, Inc. Georgia 58-2146248
Georgia Physical Therapy of West Georgia,
Inc. Georgia 58-1827718
Georgia Physical Therapy, Inc. Georgia 58-1305983
GP Therapy, L.L.C. Georgia 58-2216877
Greater Sacramento Physical Therapy
Associates, Inc. California 68-0165676
Grove City Physical Therapy and Sports
Medicine, Inc. Pennsylvania 25-1766476
Gulf Breeze Physical Therapy, Inc. Florida 59-2202550
Gulf Coast Hand Specialists, Inc. Florida 59-3217476
Hand Therapy Associates, Inc. Arizona 86-0336407
Hand Therapy and Rehabilitation
Associates, Inc. California 77-0012421
Hangtown Physical Therapy, Inc. California 94-2259895
Hawley Physical Therapy, Inc. California 77-0187472
Human Performance and Fitness, Inc. California 93-0948981
Indianapolis Physical Therapy and Sports
Medicine, Inc. Indiana 35-1436134
Intensiva Healthcare Corporation Delaware 43-1690769
Intensiva Hospital of Greater St. Louis,
Inc. Missouri 43-1726282
Joyner Sports Science Institute, Inc. Pennsylvania 23-2888279
Joyner Sportsmedicine Institute, Inc. Pennsylvania 23-2696896
i
State of
Incorporation or IRS Employer
Name Organization Identification No.
- ---- ---------------- ------------------
Kentucky Rehabilitation Services, Inc. Kentucky 61-1205126
Kesinger Physical Therapy, Inc. California 94-2611032
Lynn M. Carlson, Inc. Arizona 86-0429011
Mark Butler Physical Therapy Center, Inc. New Jersey 22-3121482
Metro Rehabilitation Services, Inc. Michigan 38-2371931
Michigan Therapy Centre, Inc. Michigan 38-2828917
MidAtlantic Health Group, Inc. Delaware 51-0371296
Monmouth Rehabilitation, Inc. New Jersey 22-2308963
New England Health Group, Inc. Massachusetts 04-3296305
New Mexico Physical Therapists, Inc. New Mexico 85-0284878
Northside Physical Therapy, Inc. Ohio 35-1569389
NovaCare Health Group, L.L.C. Delaware 25-1877030
NovaCare Occupational Health Services,
Inc. Delaware 23-2884053
NovaCare Outpatient Rehabilitation, Inc. Kansas 48-0916409
NovaCare Outpatient Rehabilitation East,
Inc. Delaware 23-2862027
NovaCare Outpatient Rehabilitation West,
Inc. Delaware 23-2862029
NovaCare Rehabilitation, Inc. Minnesota 36-4071272
NW Rehabilitation Associates, L.P. Delaware 25-1844938
Ortho Rehab Associates, Inc. Florida 65-0075347
Orthopedic and Sports Physical Therapy of
Cupertino, Inc. California 94-2483339
P.T. Services Company Ohio 34-1726528
P.T. Services, Inc. Ohio 34-1113297
P.T. Services Rehabilitation, Inc. Ohio 34-1222395
Peter Trailov R.P.T. Physical Therapy
Clinic, Orthopaedic Rehabilitation &
Sports Medicine, Ltd. Illinois 36-3229108
Peters, Starkey & Todrank Physical Therapy
Corporation California 94-2363553
Physical Focus, Inc. Delaware 68-0291690
Physical Rehabilitation Partners, Inc. Louisiana 72-0896478
Physical Therapy Enterprises, Inc. Arizona 86-0695632
Physical Therapy Institute, Inc. Louisiana 72-1034266
Physical Therapy Services of the Jersey
Cape, Inc. New Jersey 22-3058977
Physio-Associates, Inc. Pennsylvania 25-1353511
Pro Active Therapy, Inc. North Carolina 56-1859040
Pro Active Therapy of Ahoskie, Inc. North Carolina 56-1975154
Pro Active Therapy of Gaffney, Inc. South Carolina 58-2304811
Pro Active Therapy of Greenville, Inc. North Carolina 56-1960115
Pro Active Therapy of North Carolina, Inc. North Carolina 56-1818102
Pro Active Therapy of South Carolina, Inc. South Carolina 58-2304502
Pro Active Therapy of Virginia, Inc. Virginia 58-2342213
Pro Active Therapy of Rocky Mount, Inc. North Carolina 56-1916359
Professional Therapeutic Services, Inc. Ohio 31-0792815
Quad City Management, Inc. Iowa 42-1363158
RCI (Colorado), Inc. Delaware 84-1196213
RCI (Exertec), Inc. Delaware 23-2726794
RCI (Michigan), Inc. Delaware 23-2768957
RCI (S.P.O.R.T.),Inc. Delaware 36-3879849
RCI (WRS), Inc. Delaware 36-3879850
RCI Nevada, Inc. Delaware 13-3682015
Rebound Oklahoma, Inc. Oklahoma 73-1386799
Redwood Pacific Therapies, Inc. California 77-0325407
ii
State of
Incorporation or IRS Employer
Name Organization Identification No.
- ---- -------------------- ------------------
Rehab Advantage, Inc. Delaware 23-2947351
Rehab Managed Care of Arizona, Inc. Delaware 23-2737890
Rehab Provider Network--California,
Inc. California 95-4418601
Rehab Provider Network--Delaware, Inc. Delaware 23-2745660
Rehab Provider Network--Georgia, Inc. Georgia 23-2791215
Rehab Provider Network--Indiana, Inc. Indiana 35-1900442
Rehab Provider Network--Maryland, Inc. Maryland 23-2796898
Rehab Provider Network--Michigan, Inc. Michigan 23-2804801
Rehab Provider Network--New Jersey,
Inc. New Jersey 23-2745661
Rehab Provider Network--Ohio, Inc. Ohio 23-2804807
Rehab Provider Network--Oklahoma, Inc. Oklahoma 23-2803420
Rehab Provider Network--Pennsylvania,
Inc. Pennsylvania 23-2745659
Rehab Provider Network--Virginia Virginia 23-2796901
Rehab Provider Network--Washington
D.C., Inc. District of Columbia 23-2796900
Rehab Provider Network of Colorado,
Inc. Colorado 93-1204512
Rehab Provider Network of Florida,
Inc. Florida 65-0426653
Rehab Provider Network of Nevada, Inc. Nevada 23-2790203
Rehab Provider Network of New Mexico,
Inc. New Mexico 74-2796295
Rehab Provider Network of North
Carolina, Inc. North Carolina 56-2099749
Rehab Provider Network of Texas, Inc. Texas 74-2796265
Rehab Provider Network of Wisconsin,
Inc. Wisconsin 36-4095936
Rehab World, Inc. Delaware 23-2700468
Rehab/Work Hardening Management
Associates, Ltd. Pennsylvania 23-2644918
RehabClinics, Inc. Delaware 13-3595267
RehabClinics (COAST), Inc. Delaware 68-0287794
RehabClinics (GALAXY), Inc. Illinois 36-3382403
RehabClinics (New Jersey), Inc. Delaware 23-2728173
RehabClinics (PTA), Inc. Delaware 65-0366467
RehabClinics (SPT), Inc. Delaware 23-2736153
RehabClinics Abilene, Inc. Delaware 75-2284952
RehabClinics Dallas, Inc. Delaware 75-2422771
RehabClinics Pennsylvania, Inc. Pennsylvania 23-2800212
Rehabilitation Network, Inc. Oregon 93-1016762
Robert M. Bacci, R.P.T., Physical
Therapy, Inc. California 94-2750162
S.T.A.R.T., Inc Massachusetts 04-2710250
Select Air Corporation Delaware 23-2872733
Select Employment Services, Inc. Delaware 25-1812245
Select Hospital Investors, Inc. Delaware 51-0402736
SelectMark, Inc. Delaware 51-0400776
Select Medical of Kentucky, Inc. Delaware 25-1820753
Select Medical of Maryland, Inc. Delaware 23-2906982
Select Medical of New Jersey, Inc. Delaware 25-1805051
Select Medical of New York, Inc. Delaware 23-2916448
Select Medical of Ohio, Inc. Delaware 25-1820754
Select Medical of Pennsylvania, Inc. Delaware 23-2896808
Select Software Ventures, L.L.C. Delaware 25-1874244
Select Specialty Hospital--Akron, Inc. Missouri 43-1742017
Select Specialty Hospital--Akron II,
Inc. Delaware 25-1883131
Select Specialty Hospital--Ann Arbor,
Inc. Missouri 38-3389548
iii
State of
Incorporation or IRS Employer
Name Organization Identification No.
- ---- ---------------- ------------------
Select Specialty Hospital--Battle Creek,
Inc. Missouri 38-3389544
Select Specialty Hospital--Beech Grove,
Inc. Missouri 43-1726278
Select Specialty Hospital--Camp Hill, Inc. Delaware 25-1866523
Select Specialty Hospital--Camp Hill, L.P. Delaware 25-1885943
Select Specialty Hospital--Central
Detroit, Inc. Delaware 25-1862676
Select Specialty Hospital--Charleston,
Inc. Delaware 25-1866522
Select Specialty Hospital--Cincinnati,
Inc. Missouri 31-1574892
Select Specialty Hospital--Columbus, Inc. Delaware 25-1813127
Select Specialty Hospital--
Columbus/University, Inc. Missouri 31-1476471
Select Specialty Hospital--Dallas, Inc. Delaware 25-1813126
Select Specialty Hospital--Denver, Inc. Delaware 76-0292237
Select Specialty Hospital--Durham, Inc. Delaware 25-1822461
Select Specialty Hospital--Erie, Inc. Delaware 25-1858065
Select Specialty Hospital--Evansville,
Inc. Missouri 43-1726283
Select Specialty Hospital--Flint, Inc. Missouri 38-3329100
Select Specialty Hospital--Fort Smith,
Inc. Missouri 71-0813112
Select Specialty Hospital--Fort Wayne,
Inc. Missouri 35-1994301
Select Specialty Hospital--Greensburg,
Inc. Delaware 25-1855814
Select Specialty Hospital--Houston, Inc. Delaware 25-1813124
Select Specialty Hospital--Indianapolis,
Inc. Delaware 25-1813123
Select Specialty Hospital--Jackson, Inc. Delaware 25-1880780
Select Specialty Hospital--Johnstown, Inc. Missouri 52-2110603
Select Specialty Hospital--Kansas City,
Inc. Missouri 43-1732618
Select Specialty Hospital--Knoxville, Inc. Delaware 25-1813122
Select Specialty Hospital--Little Rock,
Inc. Delaware 25-1813121
Select Specialty Hospital--Louisville,
Inc. Delaware 25-1816237
Select Specialty Hospital--Macomb County,
Inc. Missouri 38-3345654
Select Specialty Hospital--Memphis, Inc. Delaware 25-1813120
Select Specialty Hospital--Mesa, Inc. Delaware 25-1821705
Select Specialty Hospital--Miami, Inc. Delaware 25-1855474
Select Specialty Hospital--Milwaukee, Inc. Delaware 25-1820734
Select Specialty Hospital--Morgantown,
Inc. Delaware 25-1855473
Select Specialty Hospital--Nashville, Inc Delaware 25-1813119
Select Specialty Hospital--New Orleans,
Inc. Delaware 25-1862678
Select Specialty Hospital--North
Knoxville, Inc. Missouri 62-1684861
Select Specialty Hospital--Northwest
Detroit, Inc. Delaware 25-1862677
Select Specialty Hospital--Northwest
Indiana, Inc. Missouri 43-1726280
Select Specialty Hospital--Oklahoma City,
Inc. Delaware 25-1813118
Select Specialty Hospital--Oklahoma City/
East Campus, Inc. Missouri 43-1699215
Select Specialty Hospital--Omaha, Inc. Missouri 47-0815478
Select Specialty Hospital--
Philadelphia/AEMC, Inc. Missouri 52-2075622
Select Specialty Hospital--Phoenix, Inc. Delaware 25-1813117
Select Specialty Hospital--Pittsburgh,
Inc. Missouri 23-2911846
Select Specialty Hospital--Pontiac, Inc. Missouri 38-3389212
Select Specialty Hospital--Reno, Inc. Missouri 88-0383585
Select Specialty Hospital--San Antonio,
Inc. Delaware 25-1843089
Select Specialty Hospital--Sioux Falls,
Inc. Missouri 91-17773396
Select Specialty Hospital--Topeka, Inc. Missouri 74-2826467
iv
State of
Incorporation or IRS Employer
Name Organization Identification No.
- ---- ---------------- ------------------
Select Specialty Hospital--TriCities, Inc. Delaware 25-1813125
Select Specialty Hospital--Tulsa, Inc. Delaware 25-1913116
Select Specialty Hospital--West Columbus,
Inc. Delaware 25-1816235
Select Specialty Hospital--Western
Michigan, Inc. Missouri 38-3297128
Select Specialty Hospital--Wichita, Inc. Missouri 48-1196430
Select Specialty Hospital--Wilmington,
Inc. Missouri 51-0382465
Select Specialty Hospital--Wyandotte, Inc. Delaware 25-1862675
Select Specialty Hospital--Youngstown,
Inc. Missouri 34-1880514
Select Specialty Hospitals, Inc. Delaware 25-1813128
Select Synergos, Inc. Delaware 25-1813114
Select Unit Management, Inc Delaware 71-0776296
SLMC Finance Corporation Delaware 51-0406794
SMC of Florida, Inc. Delaware 23-2935684
South Jersey Physical Therapy Associates,
Inc. New Jersey 22-2126713
South Jersey Rehabilitation and Sports
Medicine Center, Inc. New Jersey 22-2544574
Southpointe Fitness Center, Inc. Pennsylvania 25-1760081
Southwest Emergency Associates, Inc. Arizona 86-0376633
Southwest Medical Supply Company, Inc. New Mexico 85-0310482
Southwest Physical Therapy, Inc. New Mexico 85-0333685
Southwest Therapists, Inc. New Mexico 85-0278777
Sporthopedics Sports and Physical Therapy
Centers, Inc. California 77-0134614
Sports & Orthopedic Rehabilitation
Services, Inc. Florida 59-2922487
Sports Therapy and Arthritis
Rehabilitation, Inc. Delaware 23-2725850
Star Physical Therapy, Inc. Florida 65-007-6000
Stephenson-Holtz, Inc. California 77-0325407
The Center for Physical Therapy and
Rehabilitation, Inc. New Mexico 85-0349202
The Orthopedic Sports and Industrial
Rehabilitation Network, Inc. Pennsylvania 23-2626897
TJ Partnership I Florida 23-2827568
Treister, Inc. Ohio 34-1021034
Union Square Center for Rehabilitation &
Sports Medicine, Inc. California 94-2986892
Valley Group Physical Therapists, Inc. Pennsylvania 23-2081856
Vanguard Rehabilitation, Inc. Arizona 86-0490865
Wayzata Physical Therapy Center, Inc. Minnesota 41-1529147
West Penn Rehabilitation Services, Inc. Pennsylvania 25-1504470
West Side Physical Therapy, Inc. Ohio 31-1182791
West Suburban Health Partners, Inc. Minnesota 41-1631716
Yuma Rehabilitation Center, Inc. Arizona 86-0470129
The address, including zip code, and telephone number, including area
code, of the principal offices of the additional registrants listed above (the
"Additional Registrants") is 4716 Old Gettysburg Road, P.O. Box 2034,
Mechanicsburg, Pennsylvania 17055. The telephone number at that address is
(717) 972-1100.
v
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 20. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Under Section 145 of the General Corporate Law of the State of Delaware,
Select Medical Corporation has broad powers to indemnify its directors and
officers against liabilities they may incur in such capacities, including
liabilities under the Securities Act of 1933, as amended (the "Securities
Act"). Select Medical Corporation's bylaws (Exhibit 3.2) also provide for
mandatory indemnification of its directors and executive officers, and
permissive indemnification of its employees and agents, to the fullest extent
permissible under Delaware law.
Select Medical Corporation's certificate of incorporation (Exhibit 3.1)
provides that the liability of its directors for monetary damages shall be
eliminated to the fullest extent permissible under Delaware law. Pursuant to
Delaware law, this includes elimination of liability for monetary damages for
breach of the directors' fiduciary duty of care to Select Medical Corporation
and its stockholders. These provisions do not eliminate the directors' duty of
care and, in appropriate circumstances, equitable remedies such as injunctive
or other forms of non-monetary relief will remain available under Delaware law.
In addition, each director will continue to be subject to liability for breach
of the director's duty of loyalty to Select Medical Corporation, for acts or
omissions not in good faith or involving intentional misconduct, for knowing
violations of law, for any transaction from which the director derived an
improper personal benefit, and for payment of dividends or approval of stock
repurchases or redemptions that are unlawful under Delaware law. The provision
also does not affect a director's responsibilities under any other laws, such
as the federal securities laws or state or federal environmental laws.
Select Medical Corporation maintains a policy of directors' and officers'
liability insurance that insures the Company's directors and officers against
the cost of defense, settlement or payment of a judgment under certain
circumstances.
The Purchase Agreement (Exhibit 10.54) provides for indemnification by
the initial purchasers of Select Medical Corporation and its officers and
directors for certain liabilities arising under the Securities Act or
otherwise.
II-1
ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
(a) Exhibits
The following exhibits are filed herewith unless otherwise indicated:
Exhibit
Number Document
------- --------
2.1 Stock Purchase Agreement dated as of May 29, 1998 by and among
Select Medical Corporation, Beverly Enterprises, Inc. and American
Transitional Hospitals, Inc., incorporated by reference to Exhibit
2.1 of the Company's Registration Statement on Form S-1 (Reg. No.
33-48856) filed October 27, 2000.
2.2 Agreement and Plan of Merger dated as of November 9, 1998 by and
among Select Medical Corporation, Select Medical of Mechanicsburg,
Inc. and Intensiva HealthCare Corporation, incorporated by
reference to Exhibit 2.2 of the Company's Registration Statement
on Form S-1 (Reg. No. 33-48856) filed October 27, 2000.
2.3 Stock Purchase Agreement dated as of October 1, 1999 by and among
Select Medical Corporation, NC Resources, Inc. and NovaCare, Inc.,
incorporated by reference to Exhibit 2.3 of the Company's
Registration Statement on Form S-1 (Reg. No. 33-48856) filed
October 27, 2000.
2.4 First Amendment dated as of November 19, 1999 to Stock Purchase
Agreement dated as of October 1, 1999 by and among Select Medical
Corporation, NC Resources, Inc. and NovaCare, Inc., incorporated
by reference to Exhibit 2.4 of the Company's Registration
Statement on Form S-1 (Reg. No. 33-48856) filed October 27, 2000.
2.5+ First Amendment to Stock Purchase Agreement dated as of June 30,
1998 by and among Select Medical Corporation, Beverly Enterprises,
Inc. and American Transitional Hospitals, Inc.
3.1 Form of Restated Certificate of Incorporation, incorporated by
reference to Exhibit 3.1 of the Company's Registration Statement
on Form S-1 (Reg. No. 33-48856) filed March 30, 2001.
3.2 Form of Amended and Restated Bylaws, incorporated by reference to
Exhibit 3.2 of the Company's Registration Statement on Form S-1
(Reg. No. 33-48856) filed March 30, 2001.
4.1+ Indenture governing 9 1/2% Senior Subordinated Notes due 2009
among Select Medical Corporation, the Subsidiary Guarantors named
therein and State Street Bank and Trust Company, N.A., dated
June 11, 2001.
4.2+ Form of 9 1/2% Senior Subordinated Note due 2009 (included in
Exhibit 4.1)
4.3+ Exchange and Registration Rights Agreement, dated June 11, 2001 by
and among Select Medical Corporation, the Subsidiary Guarantors
named therein, J.P. Morgan Securities Inc., Merrill Lynch, Pierce,
Fenner & Smith Incorporated, Credit Suisse First Boston
Corporation, CIBC World Markets Corp. and First Union Securities,
Inc.
5.1 Opinion of Dechert as to the legality of the notes being
registered.
10.1 Registration Agreement dated as of February 5, 1997 by and among
Select Medical Corporation; Golder, Thoma, Cressey, Rauner Fund V,
L.P.; Welsh, Carson, Anderson & Stowe VII, L.P., Rocco A. Ortenzio
and Robert A. Ortenzio, incorporated by reference to Exhibit 10.1
of the Company's Registration Statement on Form S-1 (Reg. No. 33-
48856) filed October 27, 2000.
10.2 Amendment No. 1 dated as of December 15, 1998 to Registration
Agreement dated as of February 5, 1997 by and among Select Medical
Corporation; Golder, Thoma, Cressey, Rauner Fund V, L.P.; Welsh,
Carson, Anderson & Stowe VII, L.P., Rocco A. Ortenzio and Robert
A. Ortenzio, incorporated by reference to Exhibit 10.2 of the
Company's Registration Statement on Form S-1 (Reg. No. 33-48856)
filed October 27, 2000.
II-2
Exhibit
Number Document
------- --------
10.3 Amendment No. 2 dated as of November 19, 1999 to Registration
Agreement dated as of February 5, 1997 by and among Select
Medical; Golder, Thoma, Cressey, Rauner Fund V, L.P.; Welsh,
Carson, Anderson & Stowe VII, L.P., Rocco A. Ortenzio and Robert
A. Ortenzio, incorporated by reference to Exhibit 10.3 of the
Company's Registration Statement on Form S-1 (Reg. No. 33-48856)
filed October 27, 2000.
10.4 Credit Agreement dated as of September 22, 2000 among Select
Medical Corporation, Canadian Back Institute Limited, The Chase
Manhattan Bank, The Chase Manhattan Bank of Canada, Banc of
America Securities, LLC and CIBC, Inc., incorporated by reference
to Exhibit 10.4 of the Company's Registration Statement on Form S-
1 (Reg. No. 33-48856) filed October 27, 2000.
10.5 Securities Purchase Agreement dated as of November 19, 1999 by and
among Select Medical Corporation; Welsh, Carson, Anderson & Stowe
VII, L.P.; WCAS Capital Partners III, L.P.; Thoma Cressey Fund VI,
L.P.; and GTCR Fund VI, L.P., incorporated by reference to Exhibit
10.6 of the Company's Registration Statement on Form S-1 (Reg. No.
33-48856) filed October 27, 2000.
10.6 Employment Agreement dated as of December 16, 1998 between Select
Medical Corporation and David W. Cross, incorporated by reference
to Exhibit 10.8 of the Company's Registration Statement on Form S-
1 (Reg. No. 33-48856) filed October 27, 2000.
10.7 Other Senior Management Agreement dated as of June 2, 1997 between
Select Medical Corporation and Frank Fritsch, incorporated by
reference to Exhibit 10.9 of the Company's Registration Statement
on Form S-1 (Reg. No. 33-48856) filed October 27, 2000.
10.8 Change of Control Agreement dated as of March 1, 2000 between
Select Medical Corporation and S. Frank Fritsch, incorporated by
reference to Exhibit 10.10 of the Company's Registration Statement
on Form S-1 (Reg. No. 33-48856) filed October 27, 2000.
10.9 Change of Control Agreement dated as of March 1, 2000 between
Select Medical Corporation and Martin F. Jackson, incorporated by
reference to Exhibit 10.11 of the Company's Registration Statement
on Form S-1 (Reg. No. 33-48856) filed October 27, 2000.
10.10 Employment Agreement dated as of December 21, 1999 between
RehabClinics, Inc. and Edward R. Miersch, incorporated by
reference to Exhibit 10.12 of the Company's Registration Statement
on Form S-1 (Reg. No. 33-48856) filed October 27, 2000.
10.11 Change of Control Agreement dated as of March 1, 2000 between
Select Medical Corporation and Edward R. Miersch, incorporated by
reference to Exhibit 10.13 of the Company's Registration Statement
on Form S-1 (Reg. No. 33-48856) filed October 27, 2000.
10.12 Employment Agreement dated as of March 1, 2000 between Select
Medical Corporation and Robert A. Ortenzio, incorporated by
reference to Exhibit 10.14 of the Company's Registration Statement
on Form S-1 (Reg. No. 33-48856) filed October 27, 2000.
10.13 Amendment dated as of August 8, 2000 to Employment Agreement dated
as of March 1, 2000 between Select Medical Corporation and Robert
A. Ortenzio, incorporated by reference to Exhibit 10.15 of the
Company's Registration Statement on Form S-1 (Reg. No. 33-48856)
filed October 27, 2000.
10.14 Employment Agreement dated as of March 1, 2000 between Select
Medical Corporation and Rocco A. Ortenzio, incorporated by
reference to Exhibit 10.16 of the Company's Registration Statement
on Form S-1 (Reg. No. 33-48856) filed October 27, 2000.
10.15 Amendment dated as of August 8, 2000 to Employment Agreement dated
as of March 1, 2000 between Select Medical Corporation and Rocco
A. Ortenzio, incorporated by reference to Exhibit 10.17 of the
Company's Registration Statement on Form S-1 (Reg. No. 33-48856)
filed October 27, 2000.
10.16 Split Dollar Agreement dated as of October 6, 2000 between Select
Medical Corporation, Michael E. Salerno and Rocco A. Ortenzio,
incorporated by reference to Exhibit 10.18 of the Company's
Registration Statement on Form S-1 (Reg. No. 33-48856) filed
October 27, 2000.
II-3
Exhibit
Number Document
------- --------
10.17 Employment Agreement dated as of March 1, 2000 between Select
Medical Corporation and Patricia A. Rice, incorporated by
reference to Exhibit 10.19 of the Company's Registration Statement
on Form S-1 (Reg. No. 33-48856) filed October 27, 2000.
10.18 Amendment dated as of August 8, 2000 to Employment Agreement dated
as of March 1, 2000 between Select Medical Corporation and
Patricia A. Rice, incorporated by reference to Exhibit 10.20 of
the Company's Registration Statement on Form S-1 (Reg. No. 33-
48856) filed October 27, 2000.
10.19 Other Senior Management Agreement dated as of March 28, 1997
between Select Medical Corporation and Michael E. Tarvin,
incorporated by reference to Exhibit 10.21 of the Company's
Registration Statement on Form S-1 (Reg. No. 33-48856) filed
October 27, 2000.
10.20 Change of Control Agreement dated as of March 1, 2000 between
Select Medical Corporation and Michael E. Tarvin, incorporated by
reference to Exhibit 10.22 of the Company's Registration Statement
on Form S-1 (Reg. No. 33-48856) filed October 27, 2000.
10.21 Employment Agreement dated as of May 22, 2000 between Select
Medical Corporation and LeRoy S. Zimmerman, incorporated by
reference to Exhibit 10.23 of the Company's Registration Statement
on Form S-1 (Reg. No. 33-48856) filed October 27, 2000.
10.22 Office Lease Agreement dated as of May 18, 1999 between Select
Medical Corporation and Old Gettysburg Associates I, incorporated
by reference to Exhibit 10.24 of the Company's Registration
Statement on Form S-1 (Reg. No. 33-48856) filed October 27, 2000.
10.23 First Addendum dated June 1999 to Office Lease Agreement dated as
of May 18, 1999 between Select Medical Corporation and Old
Gettysburg Associates I, incorporated by reference to Exhibit
10.25 of the Company's Registration Statement on Form S-1 (Reg.
No. 33-48856) filed October 27, 2000.
10.24 Second Addendum dated as of February 1, 2000 to Office Lease
Agreement dated as of May 18, 1999 between Select Medical
Corporation and Old Gettysburg Associates I, incorporated by
reference to Exhibit 10.26 of the Company's Registration Statement
on Form S-1 (Reg. No. 33-48856) filed October 27, 2000.
10.25 Office Lease Agreement dated as of June 17, 1999 between Select
Medical Corporation and Old Gettysburg Associates III,
incorporated by reference to Exhibit 10.27 of the Company's
Registration Statement on Form S-1 (Reg. No. 33-48856) filed
October 27, 2000.
10.26 Equipment Lease Agreement dated as of April 1, 1997 between Select
Medical Corporation and Select Capital Corporation, incorporated
by reference to Exhibit 10.28 of the Company's Registration
Statement on Form S-1 (Reg. No. 33-48856) filed October 27, 2000.
10.27 First Amendment dated as of December 8, 1997 to Equipment Lease
Agreement dated as of April 1, 1997 between Select Medical
Corporation and Select Capital Corporation, incorporated by
reference to Exhibit 10.29 of the Company's Registration Statement
on Form S-1 (Reg. No. 33-48856) filed October 27, 2000.
10.28 Second Amendment dated as of January 28, 2000 to Equipment Lease
Agreement dated as of April 1, 1997 between Select Medical
Corporation and Select Capital Corporation, incorporated by
reference to Exhibit 10.30 of the Company's Registration Statement
on Form S-1 (Reg. No. 33-48856) filed October 27, 2000.
10.29 Amended and Restated 1997 Stock Option Plan, amended and restated
February 22, 2001, incorporated by reference to Exhibit 10.31 of
the Company's Registration Statement on Form S-1 (Reg. No. 33-
48856) filed March 30, 2001.
10.30 First Amendment dated as of October 15, 2000 to Employment
Agreement dated as of December 16, 1998 between Select Medical
Corporation and David W. Cross, incorporated by reference to
Exhibit 10.33 of the Company's Registration Statement on Form S-1
(Reg. No. 33-48856) filed October 27, 2000.
II-4
Exhibit
Number Document
------- --------
10.31 Amended and Restated Senior Management Agreement dated as of May
7, 1997 between Select Medical Corporation, John Ortenzio, Martin
Ortenzio, Select Investments II, Select Partners, L.P. and Rocco
Ortenzio, incorporated by reference to Exhibit 10.34 of the
Company's Registration Statement on Form S-1 (Reg. No. 33-48856)
filed October 27, 2000.
10.32 Amendment No. 1 dated as of January 1, 2000 to Amended and
Restated Senior Management Agreement dated May 7, 1997 between
Select Medical Corporation and Rocco Ortenzio, incorporated by
reference to Exhibit 10.35 of the Company's Registration Statement
on Form S-1 (Reg. No. 33-48856) filed October 27, 2000.
10.33 Naming, Promotional and Sponsorship Agreement dated as of October
1, 1997 between NovaCare, Inc. and the Philadelphia Eagles Limited
Partnership, assumed by Select Medical Corporation in a Consent
and Assumption Agreement dated November 19, 1999 by and among
NovaCare, Inc., Select Medical Corporation and the Philadelphia
Eagles Limited Partnership, incorporated by reference to Exhibit
10.36 of the Company's Registration Statement on Form S-1 (Reg.
No. 33-48856) filed December 7, 2000.
10.34 10% Promissory Note dated January 16, 1998 issued to Rocco A.
Ortenzio, incorporated by reference to Exhibit 10.37 of the
Company's Registration Statement on Form S-1 (Reg. No. 33-48856)
filed December 22, 2000.
10.35 10% Promissory Note dated January 30, 1998 issued to Rocco A.
Ortenzio, incorporated by reference to Exhibit 10.38 of the
Company's Registration Statement on Form S-1 (Reg. No. 33-48856)
filed December 22, 2000.
10.36 Cost Sharing Agreement, dated December 11, 2000, among Select
Transport, Inc., Select Medical Corporation and Select Air II
Corporation, incorporated by reference to Exhibit 10.39 of the
Company's Registration Statement on Form S-1 (Reg. No. 33-48856)
filed December 22, 2000.
10.37 Amended and Restated Deferred Compensation Agreement dated January
1, 2000 between Select Medical Corporation and Rocco A. Ortenzio,
incorporated by reference to Exhibit 10.40 of the Company's
Registration Statement on Form S-1 (Reg. No. 33-48856) filed March
7, 2001.
10.38 Settlement Agreement dated as of July 6, 2000 by and among Select
Medical Corporation, NC Resources, Inc, NAHC Inc., and NovaCare
Holdings, Inc, incorporated by reference to Exhibit 10.44 of the
Company's Registration Statement on Form S-1 (Reg. No. 33-48856)
filed March 30, 2001.
10.39 First Amendment dated December 28, 2000 to the Credit Agreement
dated as of September 22, 2000 among Select Medical Corporation,
Canadian Back Institute Limited, The Chase Manhattan Bank, The
Chase Manhattan Bank of Canada, Banc of America Securities, LLC
and CIBC, Inc., incorporated by reference to Exhibit 10.45 of the
Company's Registration Statement on Form S-1 (Reg. No. 33-48856)
filed March 30, 2001.
10.40 Second Amendment dated January 18, 2001 to the Amended Credit
Agreement dated as of September 22, 2000 among Select Medical
Corporation, Canadian Back Institute Limited, The Chase Manhattan
Bank, The Chase Manhattan Bank of Canada, Banc of America
Securities, LLC and CIBC, Inc., incorporated by reference to
Exhibit 10.46 of the Company's Registration Statement on Form S-1
(Reg. No. 33-48856) filed March 30, 2001.
10.41 Amendment No. 2 dated as of February 23, 2001 to Employment
Agreement dated as of March 1, 2000 between Select Medical
Corporation and Rocco A. Ortenzio, incorporated by reference to
Exhibit 10.47 of the Company's Registration Statement on Form S-1
(Reg. No. 33-48856) filed March 30, 2001.
10.42 Amendment No. 2 dated as of February 23, 2001 to Employment
Agreement dated as of March 1, 2000 between Select Medical
Corporation and Robert A. Ortenzio, incorporated by reference to
Exhibit 10.48 of the Company's Registration Statement on Form S-1
(Reg. No. 33-48856) filed March 30, 2001.
II-5
Exhibit
Number Document
------- --------
10.43 Amendment No. 2 dated as of February 23, 2001 to Employment
Agreement dated as of March 1, 2000 between Select Medical
Corporation and Patricia A. Rice, incorporated by reference to
Exhibit 10.49 of the Company's Registration Statement on Form S-1
(Reg. No. 33-48856) filed March 30, 2001.
10.44 Amendment No. 1 dated as of February 23, 2001 to Employment
Agreement dated as of May 22, 2000 between Select Medical
Corporation and LeRoy S. Zimmerman, incorporated by reference to
Exhibit 10.50 of the Company's Registration Statement on Form S-1
(Reg. No. 33-48856) filed March 30, 2001.
10.45 Amendment dated as of February 23, 2001 to Change of Control
Agreement dated as of March 1, 2000 between Select Medical
Corporation and Edward R. Miersch, incorporated by reference to
Exhibit 10.51 of the Company's Registration Statement on Form S-1
(Reg. No. 33-48856) filed March 30, 2001.
10.46 Amendment dated as of February 23, 2001 to Change of Control
Agreement dated as of March 1, 2000 between Select Medical
Corporation and Martin F. Jackson, incorporated by reference to
Exhibit 10.52 of the Company's Registration Statement on Form S-1
(Reg. No. 33-48856) filed March 30, 2001.
10.47 Amendment dated as of February 23, 2001 to Change of Control
Agreement dated as of March 1, 2000 between Select Medical
Corporation and S. Frank Fritsch, incorporated by reference to
Exhibit 10.53 of the Company's Registration Statement on Form S-1
(Reg. No. 33-48856) filed March 30, 2001.
10.48 Amendment dated as of February 23, 2001 to Change of Control
Agreement dated as of March 1, 2000 between Select Medical
Corporation and Michael E. Tarvin, incorporated by reference to
Exhibit 10.54 of the Company's Registration Statement on Form S-1
(Reg. No. 33-48856) filed March 30, 2001.
10.49+ Third Amendment dated May 31, 2001 to the Credit Agreement dated
as of September 22, 2000 among Select Medical Corporation,
Canadian Back Institute Limited, The Chase Manhattan Bank, The
Chase Manhattan Bank of Canada, Banc of America Securities, LLC
and CIBC Inc.
10.50+ Amendment No. 3 dated as of April 24, 2001 to Employment Agreement
dated as of March 1, 2000 between Select Medical Corporation and
Rocco A. Ortenzio.
10.51+ First Amendment to Cost Sharing Agreement dated as of April 1,
2001 by and among Select Medical Corporation, Select Transport,
Inc. and Select Air II Corporation.
10.52+ Third Addendum dated as of May 17, 2001 to Office Lease Agreement
dated as of May 18, 1999 between Select Medical Corporation and
Old Gettysburg Associates I.
10.53+ Office Lease Agreement dated as of May 15, 2001 by and between
Select Medical Corporation and Old Gettysburg Associates II.
10.54+ Purchase Agreement, dated June 11, 2001 by and among Select
Medical Corporation, the Subsidiary Guarantors named therein, J.P.
Morgan Securities Inc., Merrill Lynch, Pierce, Fenner & Smith
Incorporated, Credit Suisse First Boston Corporation, CIBC World
Markets Corp. and First Union Securities, Inc.
12.1+ Statement of Corporation of Ratio of Earnings of Fixed Charges.
21.1+ Subsidiaries of Select Medical Corporation.
23.1+ Consent of PricewaterhouseCoopers LLP.
23.2+ Consent of Ernst & Young LLP.
23.3+ Consent of KPMG LLP.
23.4 Consent of Dechert, included in Exhibit 5.1.
23.5+ Consent of PricewaterhouseCoopers LLP
24.1+ Power of Attorney, included on the signature page hereof.
II-6
Exhibit
Number Document
------- --------
25.1+ Statement of Eligibility of Trustee
99.1+ Form of Letter of Transmittal
99.2+ Form of Notice of Guaranteed Delivery
99.3+ Letter to holders of 9 1/2% Senior Subordinated Notes due 2009
concerning offer for all outstanding 9 1/2% Senior Subordinated
Notes due 2009 in exchange for 9 1/2% Senior Subordinated Notes
due 2009 which have been registered under the Securities Act, as
amended.
99.4+ Letter to brokers, dealers, commercial banks, trust companies and
other nominees concerning offer for all outstanding 9 1/2% Senior
Subordinated Notes due 2009 in exchange for 9 1/2% Senior
Subordinated Notes due 2009 which have been registered under the
Securities Act, as amended.
99.5+ Letter to clients concerning offer for all outstanding 9 1/2%
Senior Subordinated Notes due 2009 in exchange for 9 1/2% Senior
Subordinated Notes due 2009 which have been registered under the
Securities Act, as amended.
99.6+ Guidelines for certification of taxpayer identification number on
substitute Form W-9.
- --------
+ Filed on June 26, 2001 as an exhibit to this Registration Statement.
II-7
Report of Independent Accountants on
Financial Statement Schedules
To the Board of Directors of Select Medical Corporation:
Our audits of the consolidated financial statements referred to in our
report dated February 16, 2001, except for paragraphs 8 and 2 of Note 7,
Note 19 and Note 20, which are dated March 28, 2001, April 3, 2001, May
2, 2001 and June 11, 2001, respectively appearing in this Registration
Statement on Form S-4 also included an audit of the financial statement
schedule listed in Item 16(b) of this Form S-4. In our opinion, this
financial statement schedule presents fairly, in all material respects,
the information set forth therein when read in conjunction with the
related consolidated financial statements.
/s/ PricewaterhouseCoopers LLP
Harrisburg, Pennsylvania
February 16, 2001, except for
paragraphs 8 and 2 of Note 7, Note 19 and Note 20
which are dated
March 28, 2001, April 3, 2001, May 2, 2001 and June 11, 2001, respectively
II-8
Schedule II-Valuation and Qualifying Accounts
Balance Balance
at Charged to at
Beginning Cost and End of
Description of Year Expenses Acquisitions (A) Write off Year
- ----------- --------- ---------- ---------------- --------- -------
Year ended December 31,
2000 allowance for
doubtful accounts..... $69,492 $29,335 $ -- $(23,310) $75,517
Year ended December 31,
1999 allowance for
doubtful accounts..... $ 15,701 $ 8,858 $53,989 $ (9,056) $69,492
Year ended December 31,
1998 allowance for
doubtful accounts..... $ 773 $ 4,014 $16,431 $ (5,517) $15,701
Year ended December 31,
2000 income tax
valuation allowance... $ 38,941 $ -- $(3,745) $ -- $35,196
Year ended December 31,
1999 income tax
valuation allowance... $ 18,867 $ -- $20,074 $ -- $38,941
Year ended December 31,
1998 income tax
valuation allowance... $ -- $ -- $18,867 $ -- $18,867
(A) Represents opening balance sheet reserves resulting from purchase
accounting entries.
ITEM 22. UNDERTAKINGS.
(a) The undersigned registrants hereby undertake:
(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;
(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 Securities and Exchange Commission pursuant to Rule 424(b)
if, in the aggregate, the changes in volume and price represent no
more than a 20% 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;
(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; and
(3) to remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at
the termination of the offering.
II-9
(b) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrants pursuant to the foregoing provisions, or otherwise,
the registrants have 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 the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrants in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrants will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
(c) The undersigned registrants hereby undertake to respond to requests
for information that is incorporated by reference into the prospectus pursuant
to Items 4, 10(b), 11 or 13 of this Form, within one business day of receipt of
such request, and to send the incorporated documents by first class mail or
other equally prompt means. This includes information contained in documents
filed subsequent to the effective date of the registration statement through
the date of responding to the request.
(d) The undersigned registrants hereby undertake to supply by means of a
post- effective amendment all information concerning a transaction, and the
company being acquired involved therein, that was not the subject of and
included in the registration statement when it became effective.
II-10
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
Mechanicsburg, Commonwealth of Pennsylvania on the 10th day of July, 2001.
SELECT MEDICAL CORPORATION
Robert A. Ortenzio
By: _________________________________
Robert A. Ortenzio
President and Chief Operating
Officer
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.
Signature Title Date
--------- ----- ----
Rocco A. Ortenzio Chairman, Chief Executive July 10, 2001
______________________________________ Officer (principal
Rocco A. Ortenzio executive officer)
Robert A. Ortenzio Director, Chief Operating July 10, 2001
______________________________________ Officer
Robert A. Ortenzio
Martin F. Jackson Chief Financial Officer July 10, 2001
______________________________________ (principal financial
Martin F. Jackson officer)
Scott A. Romberger Controller (principal July 10, 2001
______________________________________ accounting officer)
Scott A. Romberger
Director July 10, 2001
______________________________________
Russell L. Carson
* Director July 10, 2001
______________________________________
Bryan C. Cressey
* Director July 10, 2001
______________________________________
Donald J. Edwards
Director July 10, 2001
______________________________________
Meyer Feldberg
Director July 10, 2001
______________________________________
James Dalton
II-11
Signature Title Date
--------- ----- ----
Director July 10, 2001
______________________________________
Leopold Swergold
* Director July 10, 2001
______________________________________
LeRoy S. Zimmerman
* Attorney-in-Fact
Michael E. Tarvin
_________________________________
Michael E. Tarvin
II-12
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the below-named Registrants have duly caused this Registration Statement to be
signed on their behalf by the undersigned, thereunto duly authorized, in the
City of Mechanicsburg, Commonwealth of Pennsylvania, on the 10th day of July,
2001.
Abel Center for Rehabilitation
Therapies, Inc.
Abel Healthcare Network, Inc.
Affiliated Physical Therapists, Ltd.
Allegany Hearing and Speech, Inc.
American Transitional Hospitals,
Inc.
Athens Sports Medicine Clinic, Inc.
Ather Sports Injury Clinic, Inc.
Atlantic Health Group, Inc.
Atlantic Rehabilitation Services,
Inc.
Boca Rehab Agency, Inc.
Buendel Physical Therapy, Inc.
CCISUB, Inc.
Cenla Physical Therapy &
Rehabilitation Agency, Inc.
Center for Evaluation &
Rehabilitation, Inc.
Center for Physical Therapy & Sports
Rehabilitation, Inc.
CenterTherapy, Inc.
C.E.R.--West, Inc.
Champion Physical Therapy, Inc.
CMC Center Corporation
C.O.A.S.T. Institute Physical
Therapy Inc.
Connecticut NovaCare Ventures, Inc.
Coplin Physical Therapy Associates,
Inc.
Crowley Physical Therapy Clinic,
Inc.
Douglas Avery & Associates, Ltd.
Douglas C. Claussen, R.P.T.,
Physical Therapy, Inc.
Elk County Physical Therapy, Inc.
Fine, Bryant & Wah, Inc.
Francis Naselli, Jr. & Stewart Rich
Physical Therapists, Inc.
Gallery Physical Therapy Center,
Inc.
Georgia NovaCare Ventures, Inc.
Georgia Physical Therapy of West
Georgia, Inc.
Georgia Physical Therapy, Inc.
Greater Sacramento Physical Therapy
Associates, Inc.
Grove City Physical Therapy and
Sports Medicine, Inc.
Gulf Breeze Physical Therapy, Inc.
Gulf Coast Hand Specialists, Inc.
Hand Therapy and Rehabilitation
Associates, Inc.
Hand Therapy Associates, Inc.
Hangtown Physical Therapy, Inc.
Hawley Physical Therapy, Inc.
II-13
Human Performance and Fitness, Inc.
Indianapolis Physical Therapy and
Sports Medicine, Inc.
Intensiva Healthcare Corporation
Intensiva Hospital of Greater St.
Louis, Inc.
Joyner Sports Science Institute,
Inc.
Joyner Sportsmedicine Institute,
Inc.
Kentucky Rehabilitation Services,
Inc.
Kesinger Physical Therapy, Inc.
Lynn M. Carlson, Inc.
Mark Butler Physical Therapy Center,
Inc.
Metro Rehabilitation Services, Inc.
Michigan Therapy Centre, Inc.
Mid Atlantic Health Group, Inc.
Monmouth Rehabilitation, Inc.
New England Health Group, Inc.
New Mexico Physical Therapists, Inc.
Northside Physical Therapy, Inc.
NovaCare Occupational Health
Services, Inc.
NovaCare Outpatient Rehabilitation
East, Inc.
NovaCare Outpatient Rehabilitation,
Inc.
NovaCare Outpatient Rehabilitation
West, Inc.
NovaCare Rehabilitation, Inc.
Ortho Rehab Associates, Inc.
Orthopedic and Sports Physical
Therapy of Cupertino, Inc.
Peter Trailov R.P.T. Physical
Therapy Clinic, Orthopaedic
Rehabilitation & Sports Medicine,
Ltd.
Peters, Starkey & Todrank Physical
Therapy Corporation
Physical Focus, Inc.
Physical Rehabilitation Partners,
Inc.
Physical Therapy Enterprises, Inc.
Physical Therapy Institute, Inc.
Physical Therapy Services of the
Jersey Cape, Inc.
Physio-Associates, Inc.
Pro Active Therapy of Ahoskie, Inc.
Pro Active Therapy of Gaffney, Inc.
Pro Active Therapy of Greenville,
Inc.
Pro Active Therapy of North
Carolina, Inc.
Pro Active Therapy of Rocky Mount,
Inc.
Pro Active Therapy of South
Carolina, Inc.
Pro Active Therapy of Virginia, Inc.
Pro Active Therapy, Inc.
Professional Therapeutic Services,
Inc.
Quad City Management, Inc.
RCI (Colorado), Inc.
RCI (Exertec), Inc.
RCI (Michigan), Inc.
RCI (S.P.O.R.T.), Inc.
II-14
RCI (WRS), Inc.
RCI Nevada, Inc.
Rebound Oklahoma, Inc.
Redwood Pacific Therapies, Inc.
Rehab Advantage, Inc.
RehabClinics Abilene, Inc.
RehabClinics Dallas, Inc.
RehabClinics, Inc.
RehabClinics Pennsylvania, Inc.
RehabClinics (COAST), Inc.
RehabClinics (GALAXY), Inc.
RehabClinics (New Jersey), Inc.
RehabClinics (PTA), Inc.
RehabClinics (SPT), Inc.
Rehabilitation Network, Inc.
Rehab Managed Care of Arizona, Inc.
Rehab Provider Network--California,
Inc.
Rehab Provider Network of Colorado,
Inc.
Rehab Provider Network--Delaware,
Inc.
Rehab Provider Network of Florida,
Inc.
Rehab Provider Network--Georgia,
Inc.
Rehab Provider Network--Indiana,
Inc.
Rehab Provider Network--Maryland,
Inc.
Rehab Provider Network--Michigan,
Inc.
Rehab Provider Network of Nevada,
Inc.
Rehab Provider Network--New Jersey,
Inc.
Rehab Provider Network of New
Mexico, Inc.
Rehab Provider Network of North
Carolina, Inc.
Rehab Provider Network--Ohio, Inc.
Rehab Provider Network--Oklahoma,
Inc.
Rehab Provider Network--
Pennsylvania, Inc.
Rehab Provider Network of Texas,
Inc.
Rehab Provider Network--Virginia,
Inc.
Rehab Provider Network--Washington,
D.C., Inc.
Rehab Provider Network of Wisconsin,
Inc.
Rehab World, Inc.
Rehab/Work Hardening Management
Associates, Ltd.
Robert M. Bacci, R.P.T. Physical
Therapy, Inc.
SMC of Florida, Inc.
Select Air Corporation
Select Employment Services, Inc.
Select Medical of Kentucky, Inc.
Select Medical of Maryland, Inc.
Select Medical of New Jersey, Inc.
Select Medical of New York, Inc.
Select Medical of Ohio, Inc.
Select Medical of Pennsylvania, Inc.
Select Specialty Hospital--Akron,
Inc.
Select Specialty Hospital--Akron II,
Inc.
Select Specialty Hospital--Ann
Arbor, Inc.
Select Specialty Hospital--Battle
Creek, Inc.
II-15
Select Specialty Hospital--Beech
Grove, Inc.
Select Specialty Hospital--Camp
Hill, Inc.
Select Specialty Hospital--Central
Detroit, Inc.
Select Specialty Hospital--
Charleston, Inc.
Select Specialty Hospital--
Cincinnati, Inc.
Select Specialty Hospital--Columbus,
Inc.
Select Specialty Hospital--
Columbus/University, Inc.
Select Specialty Hospital--Dallas,
Inc.
Select Specialty Hospital--Denver,
Inc.
Select Specialty Hospital--Durham,
Inc.
Select Specialty Hospital--Erie,
Inc.
Select Specialty Hospital--
Evansville, Inc.
Select Specialty Hospital--Flint,
Inc.
Select Specialty Hospital--Fort
Smith, Inc.
Select Specialty Hospital--Fort
Wayne, Inc.
Select Specialty Hospital--
Greenburg, Inc.
Select Specialty Hospital--Houston,
Inc.
Select Specialty Hospital--
Indianapolis, Inc.
Select Specialty Hospital--Jackson,
Inc.
Select Specialty Hospital--
Johnstown, Inc.
Select Specialty Hospital--Kansas
City, Inc.
Select Specialty Hospital--
Knoxville, Inc.
Select Specialty Hospital--Little
Rock, Inc.
Select Specialty Hospital--
Louisville, Inc.
Select Specialty Hospital--Macomb
County, Inc.
Select Specialty Hospital--Memphis,
Inc.
Select Specialty Hospital--Mesa,
Inc.
Select Specialty Hospital--Miami,
Inc.
Select Specialty Hospital--
Milwaukee, Inc.
Select Specialty Hospital--
Morgantown, Inc.
Select Specialty Hospital--
Nashville, Inc.
Select Specialty Hospital--New
Orleans, Inc.
Select Specialty Hospital--North
Knoxville, Inc.
Select Specialty Hospital--Northwest
Detroit, Inc.
Select Specialty Hospital--Northwest
Indiana, Inc.
Select Specialty Hospital--Oklahoma
City/East Campus
Select Specialty Hospital--Oklahoma
City, Inc.
Select Specialty Hospital--Omaha,
Inc.
Select Specialty Hospital--
Philadelphia/AEMC, Inc.
Select Specialty Hospital--Phoenix,
Inc.
Select Specialty Hospital--
Pittsburgh, Inc.
Select Specialty Hospital--Pontiac,
Inc.
Select Specialty Hospital--Reno,
Inc.
Select Specialty Hospital--San
Antonio, Inc.
Select Specialty Hospital--Sioux
Falls, Inc.
Select Specialty Hospital--Topeka,
Inc.
Select Specialty Hospital--
TriCities, Inc.
Select Specialty Hospital--Tulsa,
Inc.
Select Specialty Hospital--West
Columbus, Inc.
Select Specialty Hospital--Western
Michigan, Inc.
II-16
Select Specialty Hospital--Wichita,
Inc.
Select Specialty Hospital--
Wilmington, Inc.
Select Specialty Hospital--
Wyandotte, Inc.
Select Specialty Hospital--
Youngstown, Inc.
Select Specialty Hospitals, Inc.
Select Synergos, Inc.
Select Unit Management, Inc.
South Jersey Physical Therapy
Associates, Inc.
South Jersey Rehabilitation and
Sports Medicine Center, Inc.
Southpointe Fitness Center, Inc.
Southwest Emergency Associates, Inc.
Southwest Medical Supply Company
Southwest Physical Therapy, Inc.
Southwest Therapists, Inc.
Sporthopedics Sports and Physical
Therapy Centers, Inc.
Sports & Orthopedic Rehabilitation
Services, Inc.
Sports Therapy and Arthritis
Rehabilitation, Inc.
Star Physical Therapy, Inc.
S.T.A.R.T., Inc.
Stephenson--Holtz, Inc.
The Center for Physical Therapy and
Rehabilitation, Inc.
The Orthopedic Sports and Industrial
Rehabilitation Network, Inc.
Treister, Inc.
Union Square Center for
Rehabilitation & Sports Medicine,
Inc.
Valley Group Physical Therapists,
Inc.
Vanguard Rehabilitation, Inc.
Wayzata Physical Therapy Center,
Inc.
West Penn Rehabilitation Services,
Inc.
West Side Physical Therapy, Inc.
West Suburban Health Partners, Inc.
Yuma Rehabilitation Center, Inc.
Michael E. Tarvin
By: _________________________________
Michael E. Tarvin
Vice President and Secretary
II-17
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities indicated for each of the Registrants listed above on July 10,
2001.
Signatures Title
---------- -----
Rocco A. Ortenzio Director and Chief Executive Officer
___________________________________________ (principal executive officer)
Rocco A. Ortenzio
Martin F. Jackson Vice President
___________________________________________ (principal financial officer)
Martin F. Jackson
Scott A. Romberger Vice President and Treasurer
___________________________________________ (principal accounting officer)
Scott A. Romberger
II-18
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the below-named Registrants have duly caused this Registration Statement to be
signed on their behalf by the undersigned, thereunto duly authorized, in the
City of Mechanicsburg, Commonwealth of Pennsylvania, on the 10th day of July,
2001.
P.T. Services Company
P.T. Services Rehabilitation, Inc.
P.T. Services, Inc.
Michael E. Tarvin
By: _________________________________
Michael E. Tarvin
Vice President and Secretary
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities indicated for each of the Registrants listed above on July 10,
2001.
Signatures Title
---------- -----
Rocco A. Ortenzio Director and Chief Executive Officer
___________________________________________ (principal executive officer)
Rocco A. Ortenzio
Robert A. Ortenzio Director and President
___________________________________________
Robert A. Ortenzio
Michael E. Tarvin Director, Vice President and Secretary
___________________________________________
Michael E. Tarvin
Kenneth L. Moore Director, Vice President and Assistant
___________________________________________ Secretary
Kenneth L. Moore
Director and Executive Vice President
___________________________________________
Michael P. Herbert
Director and Executive Vice President
___________________________________________
Frederick L. Fabrizio
Director and Executive Vice President
___________________________________________
Larry A. Adelsperger
Martin F. Jackson Vice President
___________________________________________ (principal financial officer)
Martin F. Jackson
Scott A. Romberger Vice President and Treasurer
___________________________________________ (principal accounting officer)
Scott A. Romberger
II-19
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the below-named Registrants have duly caused this Registration Statement to be
signed on their behalf by the undersigned, thereunto duly authorized, in the
City of Mechanicsburg, Commonwealth of Pennsylvania, on the 10th day of July,
2001.
SelectMark, Inc.
Select Hospital Investors, Inc.
SLMC Finance Corporation
Andrew Panaccione
By: _________________________________
Andrew Panaccione
Vice President and Treasurer
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities indicated for each of the Registrants listed above on July 10,
2001.
Signatures Title
---------- -----
Scott A. Romberger Director and President
___________________________________________ (principal executive, financial and
Scott A. Romberger accounting officer)
Karen Severino Director and Secretary
___________________________________________
Karen Severino
Andrew Panaccione Director, Vice President and Treasurer
___________________________________________
Andrew Panaccione
II-20
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the below-named Registrant has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City
of Mechanicsburg, Commonwealth of Pennsylvania, on the 10th day of July, 2001.
Avalon Rehabilitation & Healthcare,
L.L.C.
By: Select Medical of Ohio, Inc.,
Its Sole Member
Michael E. Tarvin
By: _________________________________
Michael E. Tarvin
Vice President and Secretary
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities indicated on July 10, 2001.
Signatures Title
---------- -----
Rocco A. Ortenzio Director and Chief Executive Officer of the
___________________________________________ Sole Member
Rocco A. Ortenzio (principal executive officer)
Martin F. Jackson Vice President and Assistant Secretary of
___________________________________________ the Sole Member
Martin F. Jackson (principal financial officer)
Scott A. Romberger Vice President, Treasurer and Assistant
___________________________________________ Secretary of the Sole Member
Scott A. Romberger (principal accounting officer)
II-21
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the below-named Registrant have duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City
of Mechanicsburg, Commonwealth of Pennsylvania, on the 10th day of July, 2001.
GP Therapy LLC
By: Georgia Physical Therapy, Inc.,
its Sole Member
Michael E. Tarvin
By: _________________________________
Michael E. Tarvin
Vice President and Secretary
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities indicated on July 10, 2001.
Signatures Title
---------- -----
Rocco A. Ortenzio Director and Chief Executive Officer of the
___________________________________________ Sole Member
Rocco A. Ortenzio (principal executive officer)
Martin F. Jackson Vice President and Assistant Secretary of
___________________________________________ the Sole Member
Martin F. Jackson (principal financial officer)
Scott A. Romberger Vice President, Treasurer and Assistant
___________________________________________ Secretary of the Sole Member
Scott A. Romberger (principal accounting officer)
II-22
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the below-named Registrant has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City
of Mechanicsburg, Commonwealth of Pennsylvania, on the 10th day of July, 2001.
NW Rehabilitation Associates, L.P.
By: Select Medical of Pennsylvania,
Inc., Its General Partner
Michael E. Tarvin
By: _________________________________
Michael E. Tarvin
Vice President and Secretary
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities indicated on July 10, 2001.
Signatures Title
---------- -----
Rocco A. Ortenzio Director and Chief Executive Officer of the
___________________________________________ General Partner
Rocco A. Ortenzio (principal executive officer)
Martin F. Jackson Vice President and Assistant Secretary of
___________________________________________ the General Partner
Martin F. Jackson (principal financial officer)
Scott A. Romberger Vice President, Treasurer and Assistant
___________________________________________ Secretary of the General Partner
Scott A. Romberger (principal accounting officer)
II-23
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the below-named Registrant has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City
of Mechanicsburg, Commonwealth of Pennsylvania, on the 10th day of July, 2001.
NovaCare Health Group, LLC
By: NovaCare Occupational Health
Services, Inc., its Sole Member
Michael E. Tarvin
By: _________________________________
Michael E. Tarvin
Vice President and Secretary
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities indicated on July 10, 2001.
Signatures Title
---------- -----
Rocco A. Ortenzio Director and Chief Executive Officer of the
___________________________________________ Sole Member
Rocco A. Ortenzio (principal executive officer)
Martin F. Jackson Vice President and Assistant Secretary of
___________________________________________ the Sole Member
Martin F. Jackson (principal financial officer)
Scott A. Romberger Vice President, Treasurer and Assistant
___________________________________________ Secretary of the Sole Member
Scott A. Romberger (principal accounting officer)
II-24
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the below-named Registrant has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City
of Mechanicsburg, Commonwealth of Pennsylvania, on the 10th day of July, 2001.
Select Software Ventures, L.L.C.
By: RehabClinics, Inc., its Sole
Member
Michael E. Tarvin
By: _________________________________
Michael E. Tarvin
Vice President and Secretary
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities indicated on July 10, 2001.
Signatures Title
---------- -----
Rocco A. Ortenzio Director and Chief Executive Officer of the
___________________________________________ Sole Member
Rocco A. Ortenzio (principal executive officer)
Martin F. Jackson Vice President and Assistant Secretary of
___________________________________________ the Sole Member
Martin F. Jackson (principal financial officer)
Scott A. Romberger Vice President, Treasurer and Assistant
___________________________________________ Secretary of the Sole Member
Scott A. Romberger (principal accounting officer)
II-25
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the below-named Registrant has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City
of Mechanicsburg, Commonwealth of Pennsylvania, on the 10th day of July, 2001.
Select Specialty Hosptial--Camp
Hill, L.P.
By: Select Specialty Hospital, Inc.,
its General Partner
Michael E. Tarvin
By: _________________________________
Michael E. Tarvin
Vice President and Secretary
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities indicated on July 10, 2001.
Signatures Title
---------- -----
Rocco A. Ortenzio Director and Chief Executive Officer of the
___________________________________________ General Partner
Rocco A. Ortenzio (principal executive officer)
Martin F. Jackson Vice President and Assistant Secretary of
___________________________________________ the General Partner
Martin F. Jackson (principal financial officer)
Scott A. Romberger Vice President, Treasurer and Assistant
___________________________________________ Secretary of the General Partner
Scott A. Romberger (principal accounting officer)
II-26
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the above-named Registrant has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City
of Mechanicsburg, Commonwealth of Pennsylvania, on the 10th day of July, 2001.
TJ Partnership I
By: RehabClincs (PTA), Inc., Its
General Partner
Michael E. Tarvin
By: _________________________________
Michael E. Tarvin
Vice President and Secretary
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities indicated on July 10, 2001.
Signatures Title
---------- -----
Rocco A. Ortenzio Director and Chief Executive Officer of the
___________________________________________ General Partner
Rocco A. Ortenzio (principal executive officer)
Martin F. Jackson Vice President and Assistant Secretary of
___________________________________________ the General Partner
Martin F. Jackson (principal financial officer)
Scott A. Romberger Vice President, Treasurer and Assistant
___________________________________________ Secretary of the General Partner
Scott A. Romberger (principal accounting officer)
II-27