Table of Contents
As
filed with the Securities and Exchange Commission on June 24, 2010
Registration No. 333-
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
REGISTRATION
STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
EMERGENCY
MEDICAL SERVICES CORPORATION
(Exact name of registrant as specified in its charter)
Delaware
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20-3738384
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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6200 S. Syracuse Way, Suite 200
Greenwood Village, CO 80111-4737
(303) 495-1200
(Address, including zip code, and telephone number, including
area code, of registrants principal executive offices)
Craig Wilson, Esq.
Carl Berglind, Esq.
Emergency Medical Services Corporation
6200 S. Syracuse Way, Suite 200, Greenwood
Village, CO 80111-4737
(303) 495-1200
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copies to:
Lynn Toby Fisher, Esq.
Joel I. Greenberg, Esq.
425 Park Avenue
New York, New York 10022
(212) 836-8000
Approximate date of commencement of proposed sale to the
public:
From time to time after the effective date of this registration
statement.
If
the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box.
o
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 (the Securities Act), 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.
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 registration statement pursuant to General Instruction I.D.
or a post-effective amendment thereto that shall become effective upon filing
with the Commission pursuant to Rule 462(e) under the Securities Act,
check the following box.
x
If
this Form is a post-effective amendment to a registration statement filed
pursuant to General Instruction I.D. filed to register additional securities or
additional classes of securities pursuant to Rule 413(b) under the
Securities Act, 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 smaller reporting company. See
definitions of large accelerated filer, accelerated filer, and smaller
reporting company in Rule 12b-2 of the Exchange Act.
Large accelerated filer
o
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Accelerated filer
x
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Non-accelerated filer
o
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Smaller reporting company
o
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(Do not check if a smaller reporting company)
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CALCULATION OF REGISTRATION FEE
Title of each class of
securities to be
registered
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Amount to be
registered
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Proposed maximum
offering price per unit
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Proposed maximum
aggregate
offering price
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Amount of
registration fee
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Class A common stock, par value $.01 per
share
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200,000 shares
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(1)
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$
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55.72
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(2)
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$
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11,144,000
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(2)
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$
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551.37
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(3)
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(1)
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Reflects shares issuable
under the registrants Second Amended and Restated Long-Term Incentive Plan
(the Plan) to Eligible Independent Contractors and Eligible PA Employees,
as such terms are defined in the Plan. Pursuant to Rule 416(a), this
registration statement covers such indeterminate number of additional shares
which may become issuable to such individuals under the Plan as a result of
the anti-dilution provisions thereof.
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(2)
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Estimated
solely for the purpose of calculating the registration fee pursuant to
Rules 457(c) and 457(h) under the Securities Act, based on the
average of the high sales price and the low sales price per share of the
registrants class A common stock as reported on the New York Stock Exchange
on June 22, 2010.
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(3)
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The
registrant previously filed a Registration Statement on Form S-3, dated
January 30, 2008 (File No. 333-148954) (the 2008 Form S-3).
A filing fee of $608 was paid in connection with the 500,000 shares of class
A common stock (Common Stock) registered on the 2008 Form S-3. In a
Post-Effective Amendment No. 1 to the 2008 Form S-3 filed on
June 24, 2010 (File No. 333-148954), the registrant deregistered
200,000 shares of unsold Common Stock. Pursuant to Rule 415(a)(6) and
Rule 457(p) of the Securities Act of 1933, the registration fee
amount reflects an offset by $243.20, which is the filing fee previously paid
which respect to the unsold and deregistered shares of Common Stock, which
are being registered in this Registration Statement on Form S-3.
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Table of Contents
Prospectus
EMERGENCY MEDICAL SERVICES
CORPORATION
200,000 Shares
Class A Common Stock
(Par Value $.01 Per Share)
Pursuant to Awards to
Eligible Individuals Under the
Emergency Medical Services
Corporation
Second Amended and Restated
Long-Term Incentive Plan
We may, from time to time, grant, offer and sell up
to 200,000 shares of our class A common stock, par value $.01 per share,
as awards under our Second Amended and Restated Long-Term Incentive Plan (the Plan)
to employees of professional associations or professional corporations for
which we or our subsidiaries provide management services pursuant to a
physician services agreement (Eligible PA Employees), as well as to
independent contractors that provide clinical services for such professional
associations or professional corporations, for us or for any of our
subsidiaries (Eligible Independent Contractors). The purchase price
associated with such awards will be determined from time to time pursuant to
the Plan by our Compensation Committee.
Our class A common stock currently trades on the
New York Stock Exchange under the symbol EMS. On June 22, 2010, the last
reported sale price of our class A common stock on the New York Stock
Exchange was $55.72 per share.
Neither the Securities and
Exchange Commission nor any state securities commission or other regulatory
body has approved or disapproved these securities or passed upon the adequacy
or accuracy of this prospectus. Any representation to the contrary is a
criminal offense.
INVESTING IN OUR SECURITIES
INVOLVES RISKS. SEE RISK FACTORS AT PAGE 3 OF THIS PROSPECTUS.
The date of this prospectus
is June 24, 2010
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In this prospectus and any prospectus supplement,
the terms EMSC, we, us and our refer and relate to Emergency Medical
Services Corporation and its
consolidated subsidiaries, unless otherwise indicated.
This prospectus is part of a registration statement
we filed with the Securities and Exchange Commission. You should rely only on
the information contained or incorporated by reference in this prospectus. We
have not authorized anyone to provide you with different information. The
information contained or incorporated by reference in this prospectus is
accurate only as of the respective dates of such information, and you should
not assume that the information contained or incorporated by reference in this
prospectus is accurate as of any date other than the date on the front of this
prospectus. It is important for you to read and consider all information
contained or incorporated by reference in this prospectus in making your
investment decision. You should also read and consider the additional
information under the caption Where You Can Find More Information.
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FORWARD-LOOKING STATEMENTS
This prospectus and the documents incorporated by
reference in this prospectus contain forward-looking statements.
Forward-looking statements give our current expectations or forecasts of future
events. Forward-looking statements generally can be identified by the use of
forward-looking terminology such as may, will, expect, intend, estimate,
anticipate, believe, project, or continue, or other similar words.
These statements reflect managements current views with respect to future
events and are subject to risks and uncertainties, both known and unknown. Our
actual results may vary materially from those anticipated in forward-looking
statements. We caution investors not to place undue reliance on any
forward-looking statements.
Important factors that could cause actual results
to differ materially from forward-looking statements include, but are not
limited to:
·
the impact on our revenue of changes in
volume, mix of insured and uninsured patients, and third party and governmental
reimbursement rates,
·
the adequacy of our insurance coverage and
insurance reserves,
·
potential penalties or changes to our operations
if we fail to comply with extensive and complex government regulation of our
industry,
·
the impact of potential changes in the
healthcare industry generally resulting from legislation,
·
our ability to recruit and retain qualified
physicians and other healthcare professionals, and enforce our non-compete
agreements with our physicians,
·
our ability to generate cash flow to service
our debt obligations,
·
the cost of capital expenditures to maintain
and upgrade our vehicle fleet and medical equipment,
·
the loss of services of one or more members
of our senior management team,
·
the outcome of government investigations of
certain of our business practices,
·
our ability to successfully restructure our
operations to comply with future changes in government regulation,
·
the loss of existing contracts and the
accuracy of our assessment of costs under new contracts,
·
the high level of competition in our
industry,
·
our ability to maintain or implement complex
information systems,
·
our ability to implement our business
strategy,
·
our ability to successfully integrate
strategic acquisitions, and
·
our ability to comply with the terms of our
settlement agreements with the government.
These factors are not exhaustive, and new factors
may emerge or changes to the foregoing factors may occur that could impact our
business. Except to the extent required by law, we undertake no obligation to
publicly update or revise any forward-looking statements, whether as a result
of new information, future events or otherwise.
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Certain of these risks and uncertainties are more
fully described in the section captioned Risk Factors in our Annual Report on
Form 10-K for the year ended December 31, 2009, which is incorporated
by reference in this
prospectus.
Additional risks and uncertainties and contingencies not presently known to us
or that we currently deem immaterial could also cause our results, performance
or achievements to differ materially from those predicted in any
forward-looking statement made by or on behalf of us. Given these risks and
uncertainties, we caution you not to place undue reliance on these
forward-looking statements, which reflect our view only as of the date of this
prospectus and the documents incorporated herein by reference or other dates
which are specified in those documents.
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OUR COMPANY
Our Business
Emergency Medical Services Corporation (EMSC, we,
us, our, or the Company) is a leading provider of emergency medical
services and facility-based outsourced physician services in the United States.
We operate our business and market our services under the AMR and EmCare
brands, which represent American Medical Response, Inc. and EmCare
Holdings Inc., respectively. AMR, with more than 50 years of
operating history, is a leading provider of ground and fixed-wing air ambulance
services in the United States based on net revenue and number of transports.
EmCare, with more than 35 years of operating history, is a leading
provider of outsourced physician services to healthcare facilities in the
United States, based on number of contracts with hospitals and affiliated
physician groups. Through EmCare, we provide outsourced facility-based
physician services for emergency departments and hospitalist/inpatient,
anesthesiology, radiology and teleradiology programs.
Our Principal Offices and Websites
EMSC was organized as a Delaware corporation in
2005. Our principal offices are located at 6200 S. Syracuse
Way, Suite 200, Greenwood Village, Colorado 80111 and our telephone number
at that address is (303) 495-1200. Our website address is
www.emsc.net
.
The website addresses for our business segments are
www.amr.net
and
www.emcare.com.
Information
contained on these websites is not part of this prospectus and is not
incorporated in this prospectus by reference.
RISK FACTORS
As of the date of this Prospectus, there have been
no material changes from the risk factors disclosed in the section entitled Risk
Factors of our Annual Report on Form 10-K for the year ended
December 31, 2009. We may update
this information through reports we file with the SEC. Please see the section entitled Incorporation
of Certain Information by Reference beginning on page 4.
USE OF PROCEEDS
The shares under the Plan will be sold to
participants from time to time. We have
no specific plan for the proceeds from the sale of such shares, though
currently we expect to use such proceeds for working capital and general
corporate purposes.
PLAN OF DISTRIBUTION
This prospectus, and the registration statement of
which it is a part, relate solely to the grant, offer and sale from time to
time of up to 200,000 shares of our class A common stock under the Plan to the
following individuals:
·
Eligible PA Employees, and
·
Eligible Independent Contractors.
The principal purposes of the Plan are to provide
long-term incentives to those people responsible for our success and growth and
the success and growth of our subsidiaries, to associate more closely the
interests of such people with those of our stockholders, and to assist us and
our subsidiaries in recruiting, retaining, and motivating a diverse and
talented group of employees on a competitive basis.
The source of shares we deliver under the Plan will
be authorized but unissued shares, treasury shares, or shares we acquire on the
open market. The number of shares available for stock awards under the
Plan are subject to adjustment, as provided in the Plan, for stock splits,
stock dividends, recapitalizations and other similar events.
The Plan is administered by our Compensation
Committee. Our Compensation Committee has broad authority to establish the
terms and conditions of awards made under the Plan. The costs and
expenses of administering the Plan will be borne by us and will not be charged
to any award under the Plan or to any participant in the Plan.
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INTERESTS OF NAMED EXPERTS AND COUNSEL
Kaye Scholer LLP, our counsel, will issue an
opinion about the legality of the securities offered under this registration
statement. As of the date of this prospectus, certain attorneys with Kaye
Scholer LLP own, in the aggregate, less than 1% of the outstanding class A common
stock.
LEGAL MATTERS
The validity of the issuance of the securities
offered hereby will be passed upon for us by Kaye Scholer LLP, New York, New
York.
EXPERTS
The consolidated financial statements of Emergency
Medical Services Corporation appearing in Emergency Medical Services
Corporations Annual Report (Form 10-K) for the year ended
December 31, 2009, and the effectiveness of Emergency Medical Services
Corporations internal control over financial reporting as of December 31,
2009, have been audited by Ernst & Young LLP, independent registered
public accounting firm, as set forth in their reports thereon, included
therein, and incorporated herein by reference. Such consolidated financial
statements have been incorporated herein by reference in reliance upon the
reports of Ernst & Young LLP given on the authority of such firm as experts
in accounting and auditing.
ABOUT THIS PROSPECTUS
This prospectus is part of one or more registration
statements that we filed with the Securities and Exchange Commission, or the
SEC, utilizing a shelf registration process. Under this process, we may,
from time to time, sell the class A common stock described in this
prospectus in one or more offerings established under the Plan which will not
exceed 200,000 shares of our class A common stock in the aggregate.
PHYSICIAN STOCK PURCHASE PLAN
Pursuant to the authority granted under the Plan,
our Compensation Committee adopted the Physician Stock Purchase Plan, or the PSPP.
Pursuant to the PSPP, Eligible PA Employees and Eligible Independent
Contractors who are physicians, who we refer to together as Physician Service
Providers, may purchase shares of our class A common stock under the PSPP
during designated offering periods, and under designated offering terms and
conditions, established from time to time by our Compensation Committee. The designated terms for any purchase right
will be set forth in an award letter for a Physician Service Provider or in a
further prospectus supplement. Certain
provisions of the Plan, and certain terms of the PSPP, are set forth in the
prospectus supplement attached to this prospectus and are incorporated herein
by reference. The PSPP is a subplan of, and the class A common stock
purchased under the PSPP will be subject to the terms of, the Plan. For more information on the PSPP, please see
the section entitled What is the Physician Stock Purchase Plan? beginning on page 2
of the attached prospectus supplement.
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The SEC allows us to incorporate by reference in
this prospectus information that we filed with the SEC, which means that we can
disclose important information to you by referring you to another document
filed separately with the SEC. This prospectus incorporates by reference
the documents set forth below that we have previously filed with the SEC:
1.
Annual Report on Form 10-K for the year ended December 31, 2009,
filed pursuant to the Securities Exchange Act of 1934, as amended, or the
Exchange Act.
2.
All other reports filed by the registrant with the SEC pursuant to
Section 13(a) or 15(d) of the Exchange Act since
December 31, 2009.
3.
The description of the registrants class A common stock included in its
Registration Statement on Form 8-A filed with the SEC on December 14,
2005, and any amendment or report filed thereafter for the purpose of updating
that description.
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The information incorporated by reference in this
prospectus is considered to be part of this prospectus, except for any
information superseded by information in this prospectus, and the information
that we file later with the SEC will automatically update and supersede this
information. We also incorporate by reference in this prospectus any such
future filings made with the SEC under Section 13(a), 13(c), 14 or
15(d) of the Exchange Act, until we sell all of the securities we are
offering.
Any statement contained in this prospectus or in a
document incorporated or deemed to be incorporated herein by reference shall be
deemed to be modified or superseded for purposes of this prospectus to the
extent that a statement contained in this prospectus, or in any subsequently
filed document which also is or is deemed to be incorporated by reference in
this prospectus, modifies or supersedes such statement. Any statement so
modified or superseded will not be deemed, except as so modified or superseded,
to constitute a part of this prospectus.
You may request a copy of these filings (not
including the exhibits to such documents unless the exhibits are specifically
incorporated by reference in the information contained in this prospectus), at
no cost, by writing or telephoning us at the following address:
6200 S. Syracuse Way, Suite 200
Greenwood Village, CO 80111-4737
Attn: Investor Relations
(303) 495-1200
WHERE YOU CAN FIND MORE INFORMATION
We are a reporting company and file annual,
quarterly and current reports, proxy statements and other information with the
SEC. You may read and inspect any document we file with the SEC free of
charge at its Public Reference Room at 100 F Street, N.E.,
Washington, D.C. 20549. Copies of such material also may be obtained from
the Public Reference Room of the SEC located at 100 F Street, N.E.,
Washington, D.C. 20549, at prescribed rates. Please call the SEC at 1-800-SEC-0330 for
further information regarding its public facilities. The SEC also
maintains an Internet website that contains reports, proxy and information
statements and other information regarding registrants that file electronically
with the SEC. The address of the website is
http://www.sec.gov
.
Information about us is also available
on our website at
www.emsc.net
. Information on our website is not
incorporated by reference herein and our web address is included in this
Registration Statement on Form S-3 and the accompanying prospectus as an
inactive textual reference only.
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Contents
PROSPECTUS SUPPLEMENT
to Prospectus dated June
24, 2010
EMERGENCY MEDICAL SERVICES
CORPORATION
SECOND AMENDED AND RESTATED
LONG-TERM INCENTIVE PLAN
This prospectus supplement relates to the Second
Amended and Restated Long-Term Incentive Plan (the Plan) of Emergency Medical
Services Corporation (we, us, the Company or EMSC) which permits us to
grant equity incentive awards to certain of our employees, independent
contractors and non-employee and outside directors and those of our
subsidiaries. The terms and conditions
of awards granted pursuant to the Plan are governed by the provisions and
agreements under the Plan.
THIS DOCUMENT CONSTITUTES PART OF A
PROSPECTUS COVERING
SECURITIES THAT HAVE BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933.
Our executive offices are located at 6200 South
Syracuse Way, Suite 200, Greenwood, Colorado 80111, and our telephone number at
that location is (303) 495-1200.
This prospectus supplement contains information
concerning EMSC and certain material terms of the Plan and is intended for use
only by Plan participants. It does not,
however, contain all of the information set forth in the registration
statements on Form S-3/A, Form S-3, Form S-8/POS and Form S-8 for the Plan that
we have filed with the Securities and Exchange Commission (the SEC) under the
Securities Act of 1933, as amended (the Securities Act). Such registration statements, including the
exhibits thereto, may be inspected at the Public Reference Room maintained by
the SEC at 100 F Street, N.E., Washington, D.C. 20549, and are
available online in the EDGAR section of the SECs website at
www.sec.gov
or by calling
the SEC at 1-800-SEC-0330
for further information
We will provide any participant under the Plan who
requests in writing or orally with:
·
a copy of any and all of the information that has been or may be
incorporated by reference in this prospectus supplement, other than exhibits
thereto; and
·
a copy of any other documents required to be delivered to participants
under the Plan pursuant to Rule 428(b) under the Securities Act, including our
most recent annual report, proxy statement, and other communications generally
distributed to our stockholders.
Requests for such copies and for additional
information about the Plan should be directed to Emergency Medical Services
Corporation at 6200 South Syracuse Way, Suite 200, Greenwood, Colorado 80111,
Attn: Investor Relations Department,
(303) 495-1200. There will be no charge
for these documents.
We have not authorized any person to give any information
or make any representations in connection with the Plan, other than those
contained in this prospectus supplement.
If given or made, the information or representations must not be relied
upon as having been authorized by us.
This prospectus supplement does not constitute an offering in any state
in which such offering may not lawfully be made.
Information concerning the Company will be
periodically updated by the filing of reports pursuant to the Securities
Exchange Act of 1934, as amended (the Exchange Act). These reports will also be available to any
participant under the Plan without charge upon their written or oral request as
indicated above.
The date of this prospectus supplement is
June 24, 2010
PS-1
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QUESTIONS AND ANSWERS
ABOUT:
EMERGENCY MEDICAL SERVICES
CORPORATION
PHYSICIAN STOCK PURCHASE
PLAN
What is the Physician Stock
Purchase Plan?
The Physician Stock Purchase Plan, or PSPP, is a
subplan of the Plan adopted by the Committee to establish the terms of stock
purchase rights that may be granted under the Plan to certain of our physician
Eligible Employees, Eligible Independent Contractors and physician Eligible PA
Employees. We refer to these persons
together as Physician Service Providers.
What is a Physician Service
Provider eligible to receive under the PSPP?
Under the PSPP, a Physician Service Provider who is
selected by the Committee as a participant in an offering under the PSPP may
elect to have a portion of a signing or retention bonus (or such other forms of
compensation as may be determined by the Committee) otherwise payable to him or
her withheld and subsequently used to purchase Common Stock from us. The Common Stock will be purchased at the end
of a specified offering period established by the Committee (but not longer
than six months) at a price determined by the Committee, but less than fifty
percent (50%) of the lesser of the fair market value of a share of Common Stock
on the date the purchase right is granted and the date the shares are
purchased.
The Committee may specify a maximum number of
shares that may be purchased under the PSPP and such other rules as it deems
appropriate.
Can a Physician Service Provider
withdraw from participation in the PSPP?
If the Committee so allows, a Physician Service
Provider may be permitted to withdraw from the PSPP prior to the date the
Common Stock is purchased. In this event,
the amounts withheld from the Physician Service Providers compensation will be
returned to him or her within 60 days after we receive written notice of the
withdrawal. A physician who ceases to be
a Physician Service Provider prior to the date his or her Purchase Rights are
exercised will cease to be eligible to exercise such rights and all
compensation withheld from that individual under the PSPP will be returned to
him or her.
What are the tax consequences of
receiving stock purchase rights through the PSPP?
Please see
Tax Information - Material
U.S. Federal Income Tax Consequences - PSPP Stock Awards
on page 6
of this prospectus supplement.
QUESTIONS AND ANSWERS
ABOUT:
EMERGENCY MEDICAL SERVICES
CORPORATION
SECOND AMENDED AND RESTATED
LONG-TERM INCENTIVE PLAN
What is the Plan?
The Plan is an equity incentive plan relating to
our class A common stock, par value $0.01 per share (the Common Stock,) which
was initially adopted as the 2007 Long-Term Incentive Plan by our board of
directors (the Board) on April 7, 2007 and approved by our stockholders
on May 15, 2007. The Board approved an
amendment to the 2007 Long-Term Incentive Plan on January 29, 2008, and the
Amended and Restated Long-Term Incentive Plan was approved by our stockholders
on May 28, 2008. The Board approved an
amendment to the Amended and Restated Long-Term Incentive Plan on February 8,
2010, and the Second Amended and Restated Long-Term Incentive Plan was approved
by our stockholders on May 18, 2010.
The purposes of the Plan are to provide long-term
incentives to those people responsible for our success and growth and the
success and growth of our subsidiaries, to associate more closely the interests
of such persons with those of our stockholders, and to assist us, our subsidiaries
and the professional associations and professional
PS-2
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corporations to whom we provide management services
in recruiting, retaining, and motivating a diverse and talented group of
employees and consultants on a competitive basis.
The Plan is not a qualified plan under 401(a) of
the Internal Revenue Code of 1986 (the Code) or an employee stock purchase
plan under Section 423 of the Code, and is not subject to the provisions of
the Employee Retirement Income Security Act of 1974.
What types of awards are
permitted under the Plan?
The Plan allows us to grant nonqualified stock
options, incentive stock options, stock appreciation rights, restricted shares,
restricted share units, stock awards (including rights to purchase Common
Stock) and performance shares. We refer
to each of these as an Award.
Who administers the Plan?
As of the date of this prospectus supplement, the
Company has only issued stock options, restricted shares under the Plan, and
the Company has no plan at this time to issue other types of Awards.
The Plan is administered by the Compensation
Committee of our Board (the Committee). The Committee must consist of at least three
independent, outside members of our Board, unless otherwise permitted by the
rules and regulations of the New York Stock Exchange.
The Committee has the power and authority to
administer and interpret the Plan and any agreements pursuant to which Awards
are made, and to adopt such rules for the administration, interpretation and
application of the Plan as are consistent with the Plan. The Committee has the power to establish the
terms and conditions of each Award under the Plan. The Committees actions, interpretations and
determinations under the Plan are deemed to be conclusive and binding. To the extent not prohibited by law, the
Committee may delegate the right to determine the extent of an Award to any member
of management it deems appropriate.
Who is eligible to participate in
the Plan?
Employees of EMSC and its domestic or international
subsidiaries (including executive officers and officers of EMSC) are Eligible
Employees and are eligible to receive Awards under the Plan. Employees of any
professional association or professional corporation for which EMSC or any of
its subsidiaries provides management services pursuant to a physician services
agreement (Eligible PA Employees) and independent contractors who provide
clinical services as physicians for professional associations, for us or for
any of our subsidiaries (Eligible Independent Contractors), are also eligible
to receive Awards under the Plan.
Who selects the persons who
receive Award grants?
The Committee selects which Eligible Employees,
Eligible PA Employees, Eligible Independent Contractors or Physician Service
Providers will receive Awards. We
sometimes refer to selected individuals as Participants.
How many shares of Common Stock are
reserved for issuance under the Plan?
Unless otherwise authorized by our stockholders,
and subject to adjustment in the event of stock splits, stock dividends,
reorganizations, recapitalizations or similar events, the maximum number of
shares of Common Stock available for issuance under the Plan is:
·
3,500,000 shares with respect
to Awards to Eligible Employees, provided that any grant of Restricted Shares
will result in three shares of Common Stock no longer being available for the
grant of Options for each Restricted Share granted, plus
·
500,000 shares with respect
to Stock Awards to Eligible PA Employees and Eligible Independent Contractors.
PS-3
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Any of the authorized shares of Common Stock may be
used for any of the types of Awards described in the Plan.
If any outstanding Award (or portion thereof)
expires, is canceled, is forfeited or is otherwise terminated for any reason
without having been exercised or payment having been made in respect of the
entire Award, the underlying shares of Common Stock may again be the subject of
Awards granted under the Plan.
Are there any
limitations on the amount of Awards a person may receive?
No more than 500,000 Options may be granted to any
Eligible Employee during a single year. The maximum Award (excluding Options)
that may be granted to any Eligible Employee for a performance period longer
than one fiscal year cannot exceed this annual maximum multiplied by the number
of full fiscal years in the performance period.
What is an Option?
An Option is an Award that gives the Participant
the right to purchase shares of Common Stock from us for a specified period of time
in the future at a predetermined per share exercise price. The exercise price for any Option will be
equal to the fair market value of a share of Common Stock on the date the
Option is granted. The Committee will
establish the term of each Option, but no Option will be exercisable after 10
years from its grant date. Both
incentive stock Options, or ISOs, and non-qualified stock Options, or NQSOs,
may be granted under the Plan.
A Participant may not exercise an Option for fewer
than 100 shares, unless the number of Options exercised constitutes the total
number of Options then exercisable.
What are ISOs
and NQSOs?
ISOs are Options that qualify for preferred tax
treatment under Section 422 of the Code and may only be granted to
employees. NQSOs are Options that do not
qualify as ISOs or that are not intended to be ISOs.
The aggregate fair market value of the shares of
Common Stock with respect to which ISOs become exercisable by an individual
Participant for the first time in any calendar year may not exceed $100,000 or
such other amount as may subsequently be specified by the Code and/or
applicable regulations, based on the fair market value of the underlying Common
Stock on the date of grant. If this limit
is exceeded, any Options on shares in excess of the limit will be treated as
NQSOs.
How do I pay the exercise price for my Option?
When an Option is exercised, the exercise price
will be payable to the Company in full (a) in cash or its equivalent; (b) in
the discretion of the Committee, by tendering previously acquired shares of
Common Stock having an aggregate fair market value on the date of exercise
equal to the aggregate exercise price (provided that the shares that are
tendered must have been beneficially owned by the Participant for at least six
months prior to their tender and duly endorsed for transfer to the Company);
(c) in the discretion of the Committee, through a broker or other cashless
exercise procedure; or (d) in the discretion of the Committee, by a combination
of the foregoing.
What is a Stock Appreciation
Right?
A Stock Appreciation Right is an Award that
entitles a Participant to receive the appreciation in value of a specified
number of shares of Common Stock over a specified period of time. The Committee may require as a condition to
the grant of a SAR that the Participant surrender for cancellation some or all
of the unexercised Option, awards of Restricted Shares, SARS, or other rights
previously granted to him or her under the Plan. The exercise price of a SAR may be lower (or
higher) than the exercise price of the surrendered Option or other award and be
subject to adjustments made for dilutive or similar events. The Committee may authorize payment to the
Participant in the form of cash, Common Stock that (when valued at its fair
market value on the date of exercise) has a value equal to such cash amount, a
combination thereof, or any other method as the Committee may determine. The Committee will establish the term of each
SAR.
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Table of Contents
What are Restricted Shares and
Restricted Share Units, or RSUs?
A Restricted Share is an Award of a share of
Common Stock that may not be traded or sold until a predetermined date set by
the Committee. An RSU is an Award of
an amount, payable in cash, shares of Common Stock, or a combination thereof,
as determined by the Committee, based on the value of a specified number of
shares of Common Stock.
The restrictions on Restricted Shares and RSUs will
be determined by the Committee, and may include stipulated purchase prices,
forfeiture conditions, transfer restrictions, restrictions based on performance
goals, time-based restrictions on vesting and restrictions under applicable
securities laws. Participants who hold
RSUs will have no ownership interest in the shares of Common Stock to which
such RSUs relate, until and unless payment with respect to such RSUs is
actually made in shares of Common Stock.
For special transfer restrictions on RSUs, please
see
Are the awards transferable?
on page 5
of this prospectus supplement.
What is a Stock Award?
A Stock Award is an Award of a share of Common
Stock subject to the terms, conditions and restrictions (if any) determined by
the Committee. Stock Awards may also
consist of rights to purchase Common Stock, subject to such terms and
conditions as the Committee may determine.
What is a Performance Share?
A Performance Share is an Award of shares of
Common Stock based on the achievement of certain performance goals set for a
specified performance period. The
Committee will determine the performance goals in its sole discretion. The performance measures to be used for
Performance Shares may be based on one or more performance criteria, including:
income measures (such as gross profit, operating income, earnings before or
after taxes, net income and earnings per share); return measures (such as
return on assets, investment, equity or sales); cash flow; costs; revenue
measures; stock price (such as growth measures and total stockholder return)
and individual performance.
Notwithstanding the attainment of any performance goal, the Committee
has the discretion to reduce any Award payment to the extent provided in the
Award and subject to applicable law.
Are the Awards
transferable?
Except as expressly permitted by the Committee,
Awards may not be transferred other than by will or the laws of descent and
distribution. During the lifetime of the
recipient, Awards, to the extent exercisable, are exercisable only by the
recipient, by the recipients legal representative or by a transferee permitted
under the terms of the grant of the Award.
Once issued, the shares of Common Stock (other than Restricted Shares)
received by Participants may be freely transferred, assigned, pledged, or
otherwise subject to lien, subject to the restrictions imposed by the
Securities Act, Section 16 of the Exchange Act, and our Insider Trading Policy,
as that Policy may be amended from time to time.
Restricted Shares may not be sold, assigned,
transferred or otherwise disposed of, or mortgaged, pledged, or otherwise
encumbered during that period of time under the Plan during which any
restrictions on transferability established by the Committee remain in
effect. To enforce these limitations the
Committee may (a) cause stop transfer instructions to be issued, and/or (b)
cause a legend or legends to be placed on certificates (if any) evidencing such
Restricted Shares, as the Committee deems necessary or appropriate. RSUs may not be sold, assigned, transferred
or otherwise disposed of, or mortgaged, pledged, or otherwise encumbered at any
time.
What happens if
the Company issues additional shares of Common Stock?
In the event of a merger, reorganization,
consolidation, recapitalization, stock dividend, stock split, combination, or
exchange of shares or other change in corporate structure affecting any class
of Common Stock, the Committee will make appropriate adjustments in the class
and aggregate number of shares that may be delivered under the Plan, the
individual Award maximums, the class, number and exercise price of outstanding
Options and SARs, and the class and number of shares subject to any other
Awards granted under the Plan. Such
adjustments are conclusive and binding on all persons.
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Can the Company
lend a Participant money to exercise an Award?
We are not permitted to make any loans to
Participants in connection with the Plan.
How does an Award affect the term
of my employment?
Neither the Plan nor any action taken under the
Plan shall be construed as giving any person any right to be retained in the
employ or service of EMSC or any of its subsidiaries, and the Plan will not
interfere with or limit in any way the right of EMSC or any of its subsidiaries
to terminate any persons employment or service at any time. No person will have any claim or right to be
granted an Award under the Plan.
What is the
duration of the Plan and can it be modified?
The Plan became effective on May 15, 2007 and no
Awards will be made under the Plan after May 14, 2017. The Committee may terminate or amend the Plan
at any time, but no such amendment or termination may adversely affect Awards
granted prior to such termination or amendment, except to the extent necessary
or appropriate to comply with applicable law or stock exchange rules and
regulations. Unless EMSC stockholders
have first approved the amendment, no amendment may (a) increase the number of
authorized shares under the Plan or the maximum individual award limitation,
(b) extend the maximum period during which Awards may be granted under the
Plan, (c) add to the types of awards that may be made under the Plan,
(d) change the performance measures pursuant to which performance shares
are earned, (e) modify the requirements governing eligibility for participation
in the Plan or (f) amend the Plan in a manner that would require stockholder
approval pursuant to the Plan, applicable law or the rules of the New York
Stock Exchange.
TAX INFORMATION
Material U.S. Federal
Income Tax Consequences
The following summary describes the material U.S.
federal income tax consequences of participation in the Plan. This is a summary of general application and
applies only to Participants who are U.S. taxpayers, and does not address the
state, local, estate, gift or foreign tax consequences of participating in the
Plan, or the effect of any special circumstances pertaining to a specific
Participant. No assurance can be given
that the Internal Revenue Service or any court will agree with the summary set
forth below. WE URGE YOU TO CONSULT YOUR
TAX ADVISOR TO DETERMINE THE PARTICULAR TAX CONSEQUENCES TO YOU OF
PARTICIPATING IN THE PLAN.
Nonqualified
Stock Options
.
A Participant will not recognize taxable income
upon the grant of a NQSO under the Plan.
In general, upon the exercise of a NQSO by the Participant, the Participant
will recognize taxable ordinary compensation income in an amount equal to the
excess of the acquired shares fair market value on the date of exercise over
the exercise price, and EMSC will be entitled to a deduction at the same time
and in the same amount as the Participant recognizes income.
Incentive Stock
Options
.
A Participant will not recognize taxable income
upon the grant of an ISO under the Plan.
Upon the exercise of an ISO by a Participant, the Participant will not
recognize ordinary income, and EMSC will not be entitled to a tax
deduction. However, the excess of the
acquired ISO shares fair market value on the exercise date over the exercise
price will be included in the Participants income for purposes of the
alternative minimum tax in the year of exercise. If a Participant exercises an ISO more than
three months after terminating his or her employment with EMSC (or a
subsidiary), the ISO will be treated for tax purposes as a NQSO, as described
above.
When a Participant disposes of ISO shares, he or
she generally will have a capital gain or loss equal to the difference between
the exercise price and the amount realized by the Participant on the
disposition of the shares, as described below in the section
Disposition of Shares Received Pursuant to an Award
. If, however, the Participant fails to hold
ISO shares for more than one year after exercising the ISO and for more than
two years after the grant of the ISO (a disqualifying disposition), the portion
of any gain realized by the Participant upon such disqualifying
PS-6
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disposition equal to the difference between the
fair market value of the shares on the ISO exercise date (or, if less, the
amount realized in such disposition) over the exercise price generally will be
treated as ordinary compensation income, and EMSC will be entitled to a tax
deduction for the same amount. In either
case, the balance of any gain or any loss will be treated as a capital gain or
loss, depending on the holding period.
Restricted
Shares
.
If shares of Common Stock are issued to a
Participant in the form of Restricted Shares and the Participant does not make
the 83(b) Election described below, (i) the Participant will recognize
ordinary compensation income on the date the shares are no longer subject to a
substantial risk of forfeiture (SRF), equal to the excess of the fair market
value of the shares at that time over the amount, if any, paid by the
Participant for such shares, (ii) any dividends received attributable to
periods prior to the date that the Participant recognizes income will be
taxable ordinary compensation income when received, and (iii) EMSC will be
entitled to deduct the amount of income recognized by the Participant.
Notwithstanding the foregoing, if the shares of
Common Stock subject to any such Award are subject to a SRF (such as a
requirement that the Participant perform certain services and/or that certain
performance goals be met before the Restricted Shares vest), the Participant
may elect to recognize taxable ordinary compensation income at the time the
Award is granted by filing an election under Code Section 83(b) within 30 days
after such grant (an 83(b) Election).
If the Participant files a timely 83(b) Election, he or she will
recognize ordinary compensation income at the time of transfer in an amount
equal to the excess of the fair market value of the shares at such time over
the amount, if any, paid for such shares and any dividends received thereafter
will be taxed as dividends (and not as ordinary compensation). If the Participant makes an 83(b) Election
and the shares are subsequently forfeited, he or she will not be able to take a
deduction for the amount included in income, and will have a capital loss equal
to the amount, if any, paid for such shares.
No additional income will be recognized upon the lapse of the SRF on the
shares for which the 83(b) Election was made.
Stock
Appreciation Rights, or SARs
.
A Participant will not be taxed when he or she
receives the grant of an SAR. Upon the
exercise of an SAR paid in cash, the Participant will recognize taxable
ordinary compensation income equal to the amount of cash received. Upon the exercise of an SAR paid in shares,
the Participant will recognize taxable ordinary compensation income equal to
the fair market value of the shares received unless the shares are subject to a
SRF, in which case, the Participant will be taxed as described above for
Restricted Shares. In addition, if the
exercise price of the SAR is less than the fair market value of the underlying
Common Stock on the date the SAR is granted, the SAR will be subject to Section
409A of the Code, If the SAR does not comply with Section 409A of the Code, a
Participant will be subject to a 20% excise tax (in addition to ordinary income
taxes) when the SAR vests. EMSC
generally will be entitled to a deduction at the same time and in the same
amount as the Participant recognizes income.
Restricted Share
Units , or RSUs
.
A Participant will not be taxed at the time he or
she is granted an RSU. If the RSU is
paid in shares of Common Stock, the Participant will recognize ordinary
compensation income at the time of receipt of the shares, equal to the then
fair market value of the shares. If the
RSU is paid in cash, the Participant generally will recognize ordinary
compensation income when the cash is received.
EMSC generally will receive a tax deduction at the same time and in the
same amount recognized as the Participant recognizes income.
PSPP Stock Awards.
When shares are purchased under the PSPP (or under
a similar stock purchase form of Stock Award), a Participant will recognize
ordinary income in an amount equal to the excess of the fair market value of
the shares on the date of purchase over the price paid for the shares. EMSC generally will receive a tax deduction at
the same time and in the same amount recognized as the Participant recognizes
income.
PS-7
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Performance Awards and Stock
Awards (other than PSPP).
Upon the grant of a Performance Award or a Stock
Award (other than PSPP Awards), a Participant will recognize ordinary income
equal to the amount of the Award, which amount will be includible in the
Participants taxable income in the year such Award is paid, and EMSC will receive
a corresponding tax deduction.
Income and
Employment Tax Withholding
.
If a Participant is an employee, any ordinary
compensation income recognized in connection with any Award granted under the
Plan will be subject to applicable income and employment tax withholding.
Disposition of
Shares Received Pursuant to an Award
.
Upon a disposition of the shares of Common Stock
that a Participant receives pursuant to an Award (other than a disqualifying
disposition of ISO shares, as described above), the Participant will have
short-term or long-term capital gain or loss (depending on the holding period),
in an amount equal to the difference between the amount realized on such
disposition and his or her tax basis in such shares. In general, the Participants tax basis in
such shares will be equal to their fair market value on the date the
Participant recognizes income as a result of the receipt of such shares (but
not less than the exercise price in the case of an Option), and the holding
period will begin at the same time.
IRS CIRCULAR 230
DISCLOSURE:
TO ENSURE COMPLIANCE WITH TREASURY DEPARTMENT
REGULATIONS, YOU ARE HEREBY NOTIFIED THAT:
(A) ANY DISCUSSION OF U.S. FEDERAL TAX ISSUES IN THIS PROSPECTUS
SUPPLEMENT IS NOT INTENDED OR WRITTEN TO BE USED, AND CANNOT BE USED, BY YOU
FOR THE PURPOSE OF AVOIDING PENALTIES THAT MAY BE IMPOSED ON YOU UNDER THE
INTERNAL REVENUE CODE; (B) SUCH DISCUSSION IS WRITTEN TO SUPPORT THE
PROMOTION OR MARKETING OF THE TRANSACTIONS OR MATTERS ADDRESSED IN THIS
DOCUMENT; AND (C) YOU SHOULD SEEK ADVICE BASED ON YOUR OWN PARTICULAR
CIRCUMSTANCES FROM AN INDEPENDENT TAX ADVISOR.
PS-8
Table
of Contents
PART II
INFORMATION NOT REQUIRED IN
PROSPECTUS
ITEM 14. OTHER EXPENSES OF
ISSUANCE AND DISTRIBUTION
The following table sets forth the costs and
expenses payable by the registrant in connection with the sale of the
Securities being registered. All amounts are estimates except the
registration fee.
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|
Amount
to be Paid
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|
|
|
|
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Registration fee
|
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$
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551.37
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Legal fees and
expenses*
|
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20,000
|
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Accounting fees and expenses*
|
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10,000
|
|
|
|
|
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Total
|
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$
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30,551.37
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* Estimated as of the date of filing.
ITEM 15. INDEMNIFICATION OF
DIRECTORS AND OFFICERS
Delaware General
Corporation Law
We are incorporated under the laws of the State of
Delaware. Under Section 145 of the Delaware General Corporation Law,
or the DGCL, a corporation may indemnify its directors, officers, employees and
agents and its former directors, officers, employees and agents and those who
serve, at the corporations request, in such capacities with another
enterprise, against expenses, including attorneys fees, as well as judgments,
fines and settlements in non-derivative lawsuits, actually and reasonably
incurred in connection with the defense of any action, suit or proceeding in
which they or any of them were or are made parties or are threatened to be made
parties by reason of their serving or having served in such capacity. The
DGCL provides, however, that such person must have acted in good faith and in a
manner such person reasonably believed to be in, or not opposed to, the best
interests of the corporation and, in the case of a criminal action, such person
must have had no reasonable cause to believe his or her conduct was
unlawful. In addition, the DGCL does not permit indemnification in an
action or suit by or in the right of the corporation, where such person has
been adjudged liable to the corporation, unless, and only to the extent that, a
court determines that such person fairly and reasonably is entitled to
indemnity for costs the court deems proper in light of liability
adjudication. Indemnity is mandatory to the extent a claim, issue or
matter has been successfully defended.
Certificates of
Incorporation and By-Laws
In accordance with Section 102(b)(7) of
the DGCL, our certificate of incorporation provides that none of our directors
shall be personally liable to us or our stockholders for monetary damages for
breach of fiduciary duty as a director, except that a director may be liable
(a) for any breach of the directors duty of loyalty to us or our
stockholders, (b) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of the law, (c) under
Section 174 of the DGCL or (d) for any transaction from which the
director derived an improper personal benefit. Any repeal or modification
of that provision shall not adversely affect any right or protection, or any
limitation of the liability of, any of our directors existing at, or arising
out of facts or incidents occurring prior to, the effective date of such repeal
or modification. Both our certificate of incorporation and our by-laws
provide for the indemnification of our directors and officers to the fullest
extent permitted by the DGCL.
Indemnification Agreements
Additionally, we have entered into indemnification
agreements with each of our directors, and employment agreements containing
indemnification provisions with certain of our officers, which may, in certain
cases, be broader than the specific indemnification provisions contained under
current applicable law. The indemnification agreements may require us,
among other things, to indemnify such officers and directors against certain
liabilities
II-1
Table of Contents
that may arise by reason of their status or service
as directors, officers or employees of EMSC and to advance the expenses
incurred by such parties as a result of any threatened claims or proceedings
brought against them as to which they could be indemnified.
Liability Insurance
Our directors and officers are covered by insurance
policies maintained by us against certain liabilities for actions taken in
their capacities as such, including liabilities under the Securities Act of
1933, as amended, or the Securities Act.
ITEM 16. EXHIBITS
Exhibits
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Description
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4.1
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Emergency Medical Services Corporation Second
Amended and Restated Long-Term Incentive Plan (incorporated by reference to
Annex A to EMSCs Form DEF 14A filed with the SEC on
April 21, 2010).
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4.2
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Emergency Medical Services Corporation Physician
Stock Purchase Plan
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5.1
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Opinion of Kaye Scholer LLP
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23.1
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Consent of Kaye Scholer LLP (included in such
firms opinion filed as Exhibit 5.1)
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23.2
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Consent of Ernst & Young LLP
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24.1
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Power of Attorney (included on the signature
page of this Registration Statement)
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ITEM 17. UNDERTAKINGS
(a)
The undersigned registrant hereby undertakes:
(1) To
file, during any period in which offers or sales are being made, a
post-effective amendment to the registration statement:
(i) To
include any prospectus required by Section 10(a)(3) of the Securities
Act;
(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; and
(iii) to
include any material information with respect to the plan of distribution not
previously disclosed in the registration statement or any material change to
such information in the registration statement;
Provided, however that paragraphs (1)(i),
(ii) and (iii) do not apply if the information required to be
included in a post-effective amendment by these paragraphs is contained in
reports filed with or furnished to the SEC by the registrant pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of
1934 that are incorporated by reference in the registration statement, or is
contained in a form of prospectus filed pursuant to Rule 424(b) that
is part of the registration statement.
(2) That,
for the purpose of determining any liability under the Securities Act, 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.
II-2
Table of Contents
(3) To
remove from registration by means of a post-effective amendment any of the
securities being registered which remain unsold at the termination of the
offering.
(b)
The undersigned registrant hereby undertakes that, for purposes of determining
any liability under the Securities Act:
(1) each
filing of the registrants annual report pursuant to Section 13(a) or
15(d) of the Securities Exchange Act of 1934 (and where applicable, each
filing of an employee benefit plans annual report pursuant to
Section 15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered herein, and the
offering of such securities at that time shall be deemed to be the bona fide
offering thereof;
(2) the
information omitted from the form of prospectus filed as part of the
registration statement in reliance upon Rule 430A and contained in a form
of prospectus filed by the registrant pursuant to Rule 424(b)(1) or
(4) or 497(h) under the Securities Act shall be deemed to be part of
the registration statement as of the time it was declared effective; and
(3) each
post effective amendment that contains a form of prospectus shall be deemed to
be a new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(c)
Insofar as indemnification for liabilities arising under the Securities Act may
be permitted to directors, officers and controlling persons of the registrant
pursuant to the provisions described in Item 15, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities
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 registrant 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 registrant will, unless in
the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question of
whether such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.
(d)
The undersigned registrant hereby undertakes, for the purpose of determining
liability under the Securities Act to any purchaser in the initial distribution
of the securities, that in a primary offering of securities of the undersigned
registrant pursuant to this registration statement, regardless of the
underwriting method used to sell the securities to the purchaser, if the
securities are offered or sold to such purchaser by means of any of the
following communications, the undersigned registrant will be a seller to the
purchaser and will be considered to offer or sell such securities to such
purchaser:
(1) Any
preliminary prospectus or prospectus of the undersigned registrant relating to
the offering required to be filed pursuant to Rule 424;
(2) Any
free writing prospectus relating to the offering prepared by or on behalf of
the undersigned registrant or used or referred to by the undersigned
registrant;
(3) The
portion of any other free writing prospectus relating to the offering
containing material information about the undersigned registrant or its
securities provided by or on behalf of the undersigned registrant; and
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(4) Any
other communication that is an offer in the offering made by the undersigned
registrant to the purchaser.
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Table of Contents
SIGNATURES
Pursuant to the requirements of the Securities Act,
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 Registration Statement on Form S-3 to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Greenwood Village, State
of Colorado, on June 24, 2010.
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EMERGENCY MEDICAL SERVICES CORPORATION
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By:
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/s/ William A. Sanger
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William A. Sanger
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Chairman, President and Chief Executive Officer
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POWER OF ATTORNEY
We the undersigned directors and officers of
Emergency Medical Services Corporation do hereby constitute and appoint William
A. Sanger, Randel G. Owen and Todd G. Zimmerman, or either of them, our true
and lawful attorneys and agents, to do any and all such acts and things in our
name and on our behalf in our capacities as directors and officers and to execute
any and all instruments for us and in our names in the capacities indicated
below, which said attorneys and agents, or either of them, may deem necessary
or advisable to enable said corporation to comply with the Securities Act, and
any rules, regulations and requirements of the Securities and Exchange
Commission, in connection with the registration statement, including
specifically, but without limitation, power and authority to sign for us or in
any of our names and in the capacities indicated below any and all amendments
(including post effective amendments) to this registration statement, or any
related registration statement that is to be effective upon filing pursuant to
Rule 462(b) under the Securities Act; and we do hereby ratify and confirm
all that the said attorneys and agents, or either of them, shall do or cause to
be done by virtue hereof.
Pursuant to the requirements of the Securities Act,
this Registration Statement on Form S-3 has been signed by the following
persons in the capacities and on the dates indicated.
Signature
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Title
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Date
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/s/ William A. Sanger
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Chairman, President, Chief Executive
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June 24, 2010
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William A. Sanger
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Officer and Director (Principal Executive
Officer)
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/s/ Randel G. Owen
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Chief Financial Officer
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June 24, 2010
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Randel G. Owen
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(Principal Financial Officer)
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/s/ Jason Standifird
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Chief Accounting Officer
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June 24, 2010
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Jason Standifird
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(Principal Accounting Officer)
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/s/ Kevin E. Benson
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Director
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June 24, 2010
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Kevin E. Benson
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/s/ Steven B. Epstein
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Director
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June 24, 2010
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Steven B. Epstein
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/s/ Paul B. Iannini M.D.
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Director
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June 24, 2010
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Paul B. Iannini, M.D.
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/s/ James T. Kelly
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Director
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June 24, 2010
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James T. Kelly
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II-5
Table of Contents
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/s/ Robert M. Le Blanc
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Director
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June 24, 2010
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Robert M. Le Blanc
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/s/ Michael L. Smith
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Michael L. Smith
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Director
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June 24, 2010
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II-6
Table of
Contents
EXHIBIT INDEX
Exhibits
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Description
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4.1
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Emergency Medical Services Corporation Second
Amended and Restated Long-Term Incentive Plan (incorporated by reference to
Annex A to EMSCs Form DEF 14A filed with the SEC on
April 21, 2010).
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4.2
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Emergency Medical Services Corporation Physician
Stock Purchase Plan
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5.1
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Opinion of Kaye Scholer LLP
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23.1
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Consent of Kaye Scholer LLP (included in such
firms opinion filed as Exhibit 5.1)
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23.2
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Consent of Ernst & Young LLP
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24.1
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Power of Attorney (included on the signature
page of this Registration Statement)
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II-7
Grafico Azioni Emergency medical (NYSE:EMS)
Storico
Da Giu 2024 a Lug 2024
Grafico Azioni Emergency medical (NYSE:EMS)
Storico
Da Lug 2023 a Lug 2024