AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 25, 2004
REGISTRATION NO. 333-111062
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 5
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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AMEDISYS, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 11-3131700
(STATE OR OTHER JURISDICTION (I.R.S. EMPLOYER
OF INCORPORATION OR IDENTIFICATION NUMBER)
ORGANIZATION)
11100 MEAD ROAD, SUITE 300
BATON ROUGE, LOUISIANA 70816
(225) 292-2031 OR (800) 467-2662
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
WILLIAM F. BORNE
CHIEF EXECUTIVE OFFICER
AMEDISYS, INC.
11100 MEAD ROAD, SUITE 300
BATON ROUGE, LOUISIANA 70816
(225) 292-2031 OR (800) 467-2662
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
COPIES TO:
ANTHONY J. CORRERO III, ESQ. ANNA T. PINEDO, ESQ.
CORRERO FISHMAN HAYGOOD PHELPS JAMES R. TANENBAUM, ESQ.
WALMSLEY & CASTEIX, L.L.P. MORRISON & FOERSTER LLP
201 ST. CHARLES AVE., 46TH FLOOR 1290 AVENUE OF THE AMERICAS
NEW ORLEANS, LA 70170-4600 NEW YORK, NY 10104
(504) 586-5252 (212) 468-8000
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
From time to time after the effective date of this Registration Statement,
as determined by the selling security holders.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH
SECTION 8(a) OF THE SECURITIES ACT, AS AMENDED, OR UNTIL THIS REGISTRATION
STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT
TO SAID SECTION 8(a), MAY DETERMINE.
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ITEM 16. EXHIBITS
A) EXHIBITS.
EXHIBIT
NUMBER DESCRIPTION OF DOCUMENT
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5.0** Opinion of Correro Fishman Haygood Phelps Walmsley & Casteix, L.L.P.
as to the legality of the securities being registered.
10.1* Form of Purchase Agreement by and among Amedisys, Inc. and the
purchasers set forth on the signature pages thereto.
10.2* Form of Warrants to be issued by Amedisys, Inc. to Raymond James &
Associates, Inc. and Jefferies & Company, Inc.
23.1** Consent of Correro Fishman Haygood Phelps Walmsley & Casteix, L.L.P.
(included in Exhibit 5.0).
23.2 Consent of KPMG LLP
23.3 Consent of KPMG LLP
24 Power of Attorney. Reference is made to page II-3.
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* Incorporated by reference to Amedisys, Inc. Current Report on Form 8-K filed
December 10, 2003.
** Previously filed.
II-1
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-3 and has duly caused this
Amendment No. 5 to the Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Baton Rouge, State of
Louisiana, on the 25th day of February 2004.
Amedisys, Inc.
By: /s/ William F. Borne
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William F. Borne
Chief Executive Officer and Chairman
of the Board
Pursuant to the requirements of the Securities Act of 1933, the
following persons in the capacities and on the dates indicated have signed this
Amendment No. 5 to Registration Statement below.
/s/ William F. Borne Chief Executive Officer and Chairman of February 25, 2004
----------------------------------------- the Board
William F. Borne
/s/ Gregory H. Browne Principal Financial and Accounting February 25, 2004
----------------------------------------- Officer
Gregory H. Browne
/s/ Jake L. Netterville *Director February 25, 2004
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Jake L. Netterville
/s/ David R. Pitts *Director February 25, 2004
-----------------------------------------
David R. Pitts
/s/ Peter F. Ricchiuti *Director February 25, 2004
-----------------------------------------
Peter F. Ricchiuti
/s/ Ronald A. Laborde *Director February 25, 2004
-----------------------------------------
Ronald A. Laborde
* Pursuant to power of attorney previously filed.
II-3