Attached files
| file | filename |
|---|---|
| EXCEL - IDEA: XBRL DOCUMENT - First Surgical Partners Inc. | Financial_Report.xls |
As filed with the Securities and Exchange Commission on August 25, 2011
Registration No. 333-_____________
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 2 to the
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
FIRST SURGICAL PARTNERS INC.
(Exact Name of Registrant as Specified in its Charter)
|
Delaware
|
8060
|
51-0383940
|
|
(State or Other Jurisdiction of
|
(Primary Standard Industrial
|
(IRS Employer
|
|
Incorporation or Organization)
|
Classification Code Number)
|
Identification No.)
|
Anthony F. Rotondo, CEO and President
First Surgical Partners Inc.
411 First Street
Bellaire, Texas 77401
713-665-1111
(Address, including zip code, and telephone number, including area code, of registrant’s Principal Executive Offices)
Anthony F. Rotondo, CEO and President
First Surgical Partners Inc.
411 First Street
Bellaire, Texas 77401
713-665-1111
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Please send a copy of all communications to:
Stephen M. Fleming, Esq.
Fleming PLLC
49 Front Street, Suite 206
Rockville Centre, New York 11570
Phone: (516) 833-5034
Fax: (516) 977-1209
Approximate date of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective.
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 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. o
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. o
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. o
If delivery of the prospectus is expected to be made pursuant to Rule 434, check the following box. o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a small reporting company. See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
|
Large accelerated filer
|
o
|
Accelerated filer
|
o
|
|
Non-accelerated filer
|
o
|
Smaller reporting company
|
x |
CALCULATION OF REGISTRATION FEE
|
Title of each class of
securities to be registered
|
Amount to be registered
|
Proposed maximum offering price per unit (1)
|
Proposed maximum aggregate offering price (1)
|
Amount of registration fee
|
||||||||||||
|
Common Stock, par value $.0001 per share (2)
|
7,878,128
|
$ | 15.00 | $ |
118,171,919
|
$ |
13,719.76
|
* | ||||||||
*previously paid
(1) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) promulgated under the Securities Act of 1933, as amended, based on the average of the bid and asked price as of June 20, 2011 of $15.00.
(2) Pursuant to Rule 416 under the Securities Act, the shares of common stock offered hereby also include an indeterminate number of additional shares of common stock as may from time to time become issuable by reason of stock splits, stock dividends, recapitalizations or other similar transactions
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 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 the registration statement shall become effective on such date as the commission, acting pursuant to said section 8(a), may determine.
EXPLANATORY NOTE
This document is being re-filed strictly for the purposes of including the XBRL attachments. Nothing else in the filing has changed.
EXHIBIT INDEX
|
Exhibit No.
|
Description
|
|
|
3.1
|
Certificate of Incorporation of First Surgical Partners Inc. (f/k/a Arkson Nutraceuticals Corp.), as amended (4)
|
|
|
3.2
|
Corporate Bylaws of First Surgical Partners, Inc. (f/k/a Arkson Nutraceuticals Corp.) (3)
|
|
|
4.1
|
Letter Loan Agreement by and between First Street Hospital, L.P. and the Bank of River Oaks dated January 8, 2008 (4)
|
|
|
4.2
|
Secured Promissory Note issued by First Street Hospital, L.P. to the Bank of River Oaks dated January 8, 2008 (4)
|
|
|
4.3
|
Unsecured Promissory Note issued by First Street Hospital, L.P. to the Bank of River Oaks dated May 4, 2010 (4)
|
|
|
4.4
|
Secured Construction Loan Agreement by and between First Street Hospital, L.P. and the Bank of River Oaks dated May 4, 2010 (4)
|
|
|
4.5
|
Long Term Line of Credit issued by First Street Surgical Center LP to Bank of River Oaks dated January 8, 2008 (4)
|
|
|
4.6
|
Intentionally left blank,
|
|
|
4.7
|
Secured Promissory Note issued by First Surgical Woodlands, L.P. to the Bank of River Oaks dated September 18, 2009 (4)
|
|
|
4.8
|
Long-term Line of Credit between First Street Surgical Center, L.P. and Jacob Varon dated November 4, 2009. (4)
|
|
|
4.9
|
Secured Promissory Note issued by First Street Hospital, L.P. to Bank of River Oaks dated November 30, 2010. (4)
|
|
|
4.10
|
Fourth Amendment to Letter Loan Agreement by and between First Street Hospital, L.P. and the Bank of River Oaks dated January 8, 2008, dated effective January 8, 2011. (4)
|
|
|
4.11
|
Modification, Renewal and Extension Agreement to the Secured Promissory Note issued by First Street Hospital, L.P. to the Bank of River Oaks dated January 8, 2008, dated effective January 8, 2011. (4)
|
|
|
4.12
|
Fourth Amendment to Long Term Line of Credit issued by First Street Surgical Center LP to Bank of River Oaks dated January 8, 2008, dated effective January 8, 2011. (4)
|
|
|
4.13
|
First Amendment to Secured Promissory Note issued by First Surgical Woodlands, L.P. to the Bank of River Oaks dated September 18, 2009, dated effective September 18, 2010. (4)
|
|
|
5.1
|
Opinion of Fleming PLLC (7)
|
|
|
10.1
|
Contribution Agreement by and between Arkson Nutraceuticals Corp. and Piper Acquisition III, Inc., dated November 4, 2010. (4)
|
|
|
10.2
|
Amendment to the Contribution Agreement by and between Arkson Nutraceuticals Corp. and Piper Acquisition III, Inc., dated November 24, 2010. (1)
|
|
|
10.3
|
Form of Non-Competition, Non-Disclosure and Non-Solicitation Agreement by and between First Surgical Texas, Inc. (f/k/a Piper Acquisition III, Inc., a wholly owned subsidiary of the Company), and former limited partners or members of First Street Hospital, L.P., First Surgical Woodlands, L.P., First Street Surgical Center, L.P. and First Surgical Partners, L.L.C.(2)
|
|
10.4
|
Form of Lock-Up Agreement by and between First Surgical Texas, Inc. (f/k/a Piper Acquisition III, Inc., a wholly owned subsidiary of the Company), and former limited partners or members of First Street Hospital, L.P., First Surgical Woodlands, L.P., First Street Surgical Center, L.P. and First Surgical Partners, L.L.C. (2)
|
|
|
10.5
|
Form of Voting Agreement by and between First Surgical Texas, Inc. (f/k/a Piper Acquisition III, Inc., a wholly owned subsidiary of the Company), and former limited partners or members of First Street Hospital, L.P., First Surgical Woodlands, L.P., First Street Surgical Center, L.P. and First Surgical Partners, L.L.C. (2)
|
II-3
|
10.6
|
Agreement entered by and between the Company and David Roff dated December 31, 2010(2)
|
|
|
10.7
|
Lease Agreement for First Street Surgical Center, L.P. dated April 1, 2003 (4)
|
|
|
10.8
|
Lease Agreement for First Street Hospital, L.P. dated September 17, 2006 (2)
|
|
|
10.9
|
Bariatric Program Sponsorship Agreement by and between the Company and Vital Weight Control, Inc. d/b/a NeWeigh dated May 1, 2006 (4)
|
|
|
10.10
|
Amendment to the Bariatric Program Sponsorship Agreement by and between the Company and Vital Weight Control, Inc. d/b/a NeWeigh dated February 13, 2008 (4)
|
|
|
10.11
|
Amendment to the Bariatric Program Sponsorship Agreement by and between the Company and Vital Weight Control, Inc. d/b/a NeWeigh dated December 10, 2009 (4)
|
|
|
10.12
|
Management Agreement by and between First Surgical Partners LLC and First Street Hospital LP (4)
|
|
|
10.13
|
Management Agreement by and between First Surgical Partners LLC and First Surgical Woodlands LP (4)
|
|
|
10.14
|
Termination Letter from Vital Weight Control Inc. To First Street Hospital LP dated January 30, 2009 (4)
|
|
|
10.15
|
Reinstatement of Contract Agreement dated February 6, 2009 between Vital Weight Control Inc and First Street Hospital LP (5)
|
|
|
10.16
|
Letter Agreement between Jacob Varon and First Surgical Partners Inc. dated June 1, 2011 (6)
|
|
|
21.1
23.1
23.2
|
List of Subsidiaries (4)
Consent of Fleming PLLC (included in Exhibit 5.1)
Consent of Kabani & Company, Inc. (8)
|
|
101.INS
|
XBRL Instance Document
|
|
|
101.SCH
|
XBRL Taxonomy Extension Schema Document
|
|
|
101.CAL
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
|
|
101.DEF
|
XBRL Taxonomy Extension Definition Linkbase Document
|
|
|
101.LAB
|
XBRL Extension Labels Linkbase
|
|
|
101.PRE
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
|
(1)
|
Incorporated by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on November 26, 2010
|
|
(2)
|
Incorporated by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on January 6, 2011
|
|
(3)
|
Incorporated by reference to the Form 10 Registration Statement filed with the Securities and Exchange Commission on February 9, 2007
|
|
(4)
|
Incorporated by reference to the Form 10-K Annual Report filed with the Securities and Exchange Commission on April 15, 2011.
|
|
(5)
|
Incorporated by reference to the Form 8-K/A Current Report filed with the Securities and Exchange Commission on August 1, 2011.
|
|
(6)
|
Incorporated by reference to the Form 10-Q Quarterly Report filed with the Securities and Exchange Commission on August 15, 2011.
|
|
(7)
|
Incoporated by reference to the Form S-1 Registration Statement filed with the Securities and Exchange Commission on August 19, 2011.
|
|
(8)
|
Incoporated by reference to the Amendment to the Form S-1 Registration Statement filed with the Securities and Exchange Commission on August 25, 2011.
|
II-4
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant has duly caused this Amendment to this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, State of Texas on this 25th day of August, 2011.
|
FIRST SURGICAL PARTNERS INC.
|
|||
|
By:
|
/s/ Anthony F. Rotondo
|
||
|
Anthony F. Rotondo, Chief Executive Officer, President and Director (Principal Executive Officer)
|
|||
| By: |
/s/ Don Knight
|
||
|
Don Knight, Vice President – Finance (Principal Financial and Accounting Officer)
|
Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated. The persons whose signature appears below constitutes and appoints Anthony F. Rotondo his true and lawful attorney-in-fact, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to this registration statement and to sign a registration statement pursuant to Section 462(b) of the Securities Act of 1933, and to file the same with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
|
Signature
|
Title
|
Date
|
|||
|
/s/ Anthony F. Rotondo
|
Chief Executive Officer, President, Acting Chief Financial Officer and Director
|
August 25, 2011
|
|||
|
Anthony F. Rotondo
|
(Principal Executive Officer)
|
||||
|
/s/ Dr. David E. Tomaszek
|
Director
|
August 25, 2011
|
|||
|
Dr. David E. Tomaszek
|
|||||
|
/s/ Dr. Jacob Varon
|
Director
|
August 25, 2011
|
|||
|
Dr. Jacob Varon
|
|||||
|
/s/ Don Knight
|
Vice President- Finance
|
August 25, 2011
|
||
|
Don Knight
|
(Principal Financial and Accounting Officer)
|