UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 10-Q/A
Amendment No. 1
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2001
or
[_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Commission File Number: 000-22313
AMERIPATH, INC.
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(Exact name of registrant as specified in its charter)
Delaware 65-0642485
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(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
7289 Garden Road, Suite 200, Riviera Beach, Florida 33404
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(Address of principal executive offices) (Zip Code)
(561) 845-1850
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(Registrant's telephone number, including area code)
Not Applicable
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(Former name, former address and formal fiscal year, if changed since last
report)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes [X] No [_]
The registrant had 25,163,605 shares of common stock, $.01 par value,
outstanding as of May 11, 2001.
AMERIPATH, INC. AND SUBSIDIARIES
QUARTERLY REPORT ON FORM 10-Q
INDEX
Page
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PART II - OTHER INFORMATION 3
Item 6. Exhibits and Reports on Form 8-K 3
SIGNATURES 4
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PART II - OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
10.47 Amendment No. 3, dated March 29, 2001, to the Amended and Restated
Credit Agreement dated as of December 16, 1999, among AmeriPath, Inc.,
certain of its subsidiaries, Fleet National Bank (formerly BankBoston
N.A.) and certain other lenders (Incorporated by reference to the
exhibit referenced and filed with AmeriPath Form 8-K, dated March 29,
2001, filed on April 6, 2001.)
10.48 2001 Stock Option Plan (Incorporated by reference to Exhibit A to
AmeriPath, Inc.'s Proxy Statement relating to its 2001 Annual Meeting
of Stockholders, filed on April 6, 2001)
(b) Reports on Form 8-K
A Current Report on Form 8-K, dated February 27, 2001, was filed by
the Company with the Securities and Exchange Commission on March 6,
2001, reporting that on February 27, 2001, the Company held a
conference call for investors and analysts to discuss the Company's
financial results for the fourth quarter and year ended December 31,
2000. During the call, certain information was provided regarding the
Company's estimated 2001 financial ratios.
A Current Report on Form 8-K, dated March 29, 2001, was filed by the
Company with the Securities and Exchange Commission on April 6, 2001,
reporting that on March 29, 2001, the Company and its lenders executed
an amendment to the Credit Facility ("Amendment No. 3"), which
excludes an additional $5.4 million, or $28.3 million in total for all
three amendments to the Credit Facility, of charges from its covenant
calculations. In addition, Amendment No. 3 (i) increased the Company's
borrowing rate by 37.5 basis points; (ii) requires the Company to use
a minimum of 30% equity for all acquisitions; (iii) requires the
Company to use no more than 20% of consideration for acquisitions in
the form of contingent notes; and (iv) requires lender approval of all
acquisitions with a purchase price greater than $10 million. The
Company will also be required to pay an amendment fee of up to 30
basis points to those lenders which consented to the amendment. The
maximum amount of the amendment fee would be $700,000.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
AMERIPATH, INC.
Date: October 19, 2001 By: /s/ GREGORY A. MARSH
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Gregory A. Marsh
Vice President and
Chief Financial Officer
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