As filed with the Securities and Exchange Commission on June 29, 2005
Registration No. 333-125394
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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AMENDMENT NO. 1 TO
FORM S-2
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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CRDENTIA CORP.
(Exact Name of Registrant as Specified in Its Charter)
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Delaware 14114 Dallas Parkway, Suite 600 76-0585701
(State of Incorporation) Dallas, Texas 75254 (I.R.S. Employer Identification No.)
(972) 850-0780
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)
James J. TerBeest
Chief Financial Officer
Crdentia Corp.
14114 Dallas Parkway, Suite 600
Dallas, Texas 75254
(972) 850-0780
(Name, address, including zip code, and telephone number, including
area code, and address of agent for service)
Copy to:
Steven G. Rowles, Esq.
Kristopher L. Hanson, Esq.
Morrison & Foerster LLP
3811 Valley Centre Drive, Suite 500
San Diego, CA 92030
(858) 720-5100
Approximate date of commencement of proposed sale to public: From time to
time, 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 the registrant elects to deliver its latest annual report to security
holders, or a complete and legible facsimile thereof, pursuant to Item
11(a)(1) of this Form, check the following box. |_|
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, 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 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 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. |_|
CALCULATION OF REGISTRATION FEE
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Title of Each Class of Amount to be Proposed Maximum Offering Proposed Maximum Aggregate Amount Of
Securities to be Registered Registered (1) Price Per Share (2) Offering Price (2) Registration Fee(3)
---------------------------- -------------------- ----------------------------- ---------------------------- ------------------
Common Stock 36,686,340 shares $1.35 $49,526,559 $5,830
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(1) Includes 8,731,440 shares of common stock currently held by the selling
stockholders, 17,343,800 shares of common stock issuable upon conversion of
Series C convertible preferred stock held by the selling stockholders and
10,611,100 shares of common stock issuable upon exercise and conversion of
warrants to purchase Series B-1 and Series C convertible preferred stock
held by the selling stockholders. In accordance with Rule 416 under the
Securities Act of 1933, also includes an indeterminable number of shares
that may become issuable by reason of stock splits, stock dividends and
similar transactions in accordance with the terms of the stock purchase
warrants.
(2) Estimated pursuant to Rule 457(c) under the Securities Act solely for the
purpose of calculating the registration fee, based upon the average of the
high and low sale prices of our common stock on June 24, 2005 on the
Over-the-Counter Bulletin Board.
(3) Previously paid.
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 Securities and Exchange
Commission acting pursuant to said Section 8(a), may determine.
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The information in this prospectus is not complete and may be changed. The
selling stockholders may not sell these securities until the registration
statement filed with the Securities and Exchange Commission is effective. This
prospectus is not an offer to sell these securities and it is not soliciting an
offer to buy these securities in any state where the offer or sale is not
permitted.
Subject to Completion, dated June 29, 2005
PROSPECTUS
36,686,340 Shares
[LOGO]
CRDENTIA
Common Stock
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THE SHARES OFFERED IN THIS PROSPECTUS INVOLVE A HIGH DEGREE OF RISK. SEE
"RISK FACTORS" BEGINNING ON PAGE 6 FOR INFORMATION THAT YOU SHOULD CONSIDER.
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This prospectus is being used in connection with offerings from time to
time by the selling stockholders listed herein or their transferees. All of the
shares of common stock, $0.0001 par value per share, that may be offered under
this prospectus were issued by us in private transactions.
The prices at which the selling stockholders or their transferees may
dispose of their shares or interests therein will be determined by the selling
stockholders at the time of sale and may be at fixed prices, the prevailing
market price for the shares, at prices related to such market price, at varying
prices determined at the time of sale or at negotiated prices. Information
regarding the selling stockholders and the times and manner in which they may
offer and sell the shares or interests therein under this prospectus is provided
under "Selling Stockholders" and "Plan of Distribution" in this prospectus. We
will not receive any of the proceeds from the disposition of the shares offered
under this prospectus. However, certain of the shares of common stock covered
hereby will be issued only upon the exercise of warrants and subsequent
conversion of shares issued thereunder. Upon exercise of these warrants, we will
receive the proceeds of the exercise prices of such warrants if they are
exercised other than on a net exercise basis.
Our common stock is traded on the Over-the-Counter Bulletin Board, under the
symbol "CRDE.OB." On June 27, 2005, the last sale price of our common stock
reported on the Over-the-Counter Bulletin Board was $1.60 per share.
A copy of our annual report on Form 10-KSB for the year ended December 31,
2004, as amended, and our most recent quarterly report on Form 10-QSB
accompanies this prospectus.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or passed upon the
adequacy or accuracy of this prospectus. Any representation to the contrary is a
criminal offense.
The date of this prospectus is _____________, 2005.
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TABLE OF CONTENTS
PAGE
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Special Note Regarding Forward-Looking Statements..................... 3
Crdentia Corp......................................................... 4
Risk Factors.......................................................... 6
Use of Proceeds....................................................... 13
Selling Stockholders ................................................. 14
Description of Capital Stock.......................................... 16
Plan of Distribution.................................................. 19
Legal Matters......................................................... 21
Experts............................................................... 21
Where You Can Find More Information................................... 21
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No person has been authorized to give any information or to make any
representations other than those contained in this prospectus in connection with
the offering made hereby, and if given or made, such information or
representations must not be relied upon as having been authorized by Crdentia
Corp., any selling stockholder or by any other person. Neither the delivery of
this prospectus nor any sale made hereunder shall, under any circumstances,
create any implication that information herein is correct as of any time
subsequent to the date hereof. This prospectus does not constitute an offer to
sell or a solicitation of an offer to buy any security other than the securities
covered by this prospectus, nor does it constitute an offer to or solicitation
of any person in any jurisdiction in which such offer or solicitation may not
lawfully be made.
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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
This prospectus may contain forward-looking statements that involve risks
and uncertainties. Such statements typically include, but are not limited to,
statements containing the words "believes," "intends," "anticipates," "expects,"
"estimates," "should," "could," "may," "plans," "planned" and words of similar
import. Forward-looking statements involve risks and uncertainties, including
those risks and uncertainties identified in the "Risk Factors" section of this
prospectus beginning on page 6 and those risks and uncertainties identified
elsewhere in, or incorporated by reference into, this prospectus. Due to these
risks and uncertainties, the actual results that we achieve may differ
materially from these forward-looking statements. These forward-looking
statements are based on current expectations. In preparing this prospectus, we
have made a number of assumptions and projections about the future of our
business. These assumptions and projections could be wrong for several reasons
including, but not limited to, those items identified in the "Risk Factors"
section.
You are urged to carefully review and consider the various disclosures that
we make in this prospectus, any subsequent prospectus supplements and in our
other reports filed with the Securities and Exchange Commission.
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CRDENTIA CORP.
Business Overview
We are a provider of healthcare staffing services, focusing on the areas of
travel nursing, per diem staffing, contractual clinical services, and private
duty home care. Our travel nurses are recruited domestically as well as
internationally and placed on temporary assignments at healthcare facilities
across the United States. Our per diem nurses are local nurses placed at
healthcare facilities on short-term assignments. Our contractual clinical
services group provides complete clinical management and staffing for healthcare
facilities, and our private duty home care group provides nursing case
management and staffing for skilled and non-skilled care in the home.
In 2004, approximately 58% (61% in 2003) of our revenue was derived from
the placement of travel nurses on assignment, typically 13 weeks in length. Such
assignments generally involve temporary relocation to the geographic area of the
assignment. In 2004, we also provided per diem nurses to satisfy the very
short-term needs of healthcare facilities. While per diem services provided less
than 29% of our revenue in 2004 (11% in 2003), we believe this market presents a
significant growth opportunity. The balance of our revenue in 2004 and 2003 came
from providing clinical management and staffing to healthcare facilities and
private duty home care. We anticipate there are growth opportunities in these
areas as well and intend to pursue such opportunities as they arise.
With the existing and growing shortage of nurses in the United States, we
believe there is an opportunity to build a significant company in the field of
healthcare staffing services. We intend to pursue this opportunity through
organic growth of our existing businesses and through the continued acquisition
of complementary companies in this sector. We believe that temporary staffing
companies must consolidate in order to survive. The success of the large
industry leaders is indicative of the efficiency, both in operations as well as
capital formation, of this strategy. Smaller companies in this sector will
increasingly be at a competitive disadvantage in the marketplace because
technology, operating efficiency and breadth of service will soon be the key to
survival.
Growth Strategy
Prior to 2003, we were a development stage company with no commercial
operations. We did not have any revenue in 2002 and did not have any revenue in
2003 until we completed our first acquisition in August 2003. During 2003, we
pursued our operational plan of acquiring companies in the healthcare staffing
field and completed acquisitions of four companies. In 2004, we purchased two
additional companies, and in the first quarter of 2005, we purchased two
additional companies. As a result, we have contracted with more than 1,500
healthcare facilities across 49 states and the District of Columbia. We
anticipate continuing our plan to acquire specialized companies in the
healthcare staffing field for the foreseeable future.
Our goal is to expand our position within the temporary healthcare staffing
sector in the United States. The key components of our business strategy
include:
o Expanding Our Network of Qualified Temporary Healthcare
Professionals. Through our recruiting efforts both in the United
States and internationally, we continue to expand our network of
qualified temporary healthcare professionals. We have a staff of
professional recruiters who establish contact with qualified
healthcare professionals by phone, by email and through the
internet. Our best source, however, is by referrals from satisfied
healthcare professionals already associated with our company.
o Strengthening and Expanding Our Relationships with Hospitals and
Healthcare Facilities. We continue to strengthen and expand our
relationships with our hospital and healthcare facility clients, and
to develop new relationships. Hospitals and healthcare facilities
are seeking a strong business partner for outsourcing who can
fulfill the quantity and quality of their staffing needs and help
them develop strategies for the most cost-effective staffing
methods. We believe we are well positioned to offer our hospital and
healthcare facility clients effective solutions to meet their
staffing needs.
o Increasing Our Market Presence in the Per Diem Staffing Market. We
intend to expand our per diem services to the acute care hospital
market by opening or acquiring new per diem staffing offices in
selected markets. We believe that this market presents a substantial
growth opportunity.
o Acquiring Complementary Businesses. We continually evaluate
opportunities to acquire complementary businesses to strengthen and
broaden our market presence and suite of products.
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o Expanding Service Offerings Through New Staffing Solutions. In order
to further enhance the growth in our business and improve our
competitive position in the healthcare staffing sector, we continue
to explore new service offerings. In addition, we believe there are
opportunities for growth in allied health (technicians and
therapists) and we have begun to pursue new initiatives in this area
as well.
Corporate Information
We were incorporated under the laws of the State of Delaware on November
10, 1997 under the name of Digivision International, Ltd. Our name was changed
to Lifen, Inc. on June 22, 2000 and to Crdentia Corp. on May 28, 2003. Our
principal executive offices are located at 14114 Dallas Parkway, Suite 600,
Dallas, Texas 75254 and our telephone number is (972) 850-0780. This prospectus,
and any prospectus supplements issued in relation to it, contain trademarks of
Crdentia Corp. and its affiliates and may contain trademarks, trade names and
service marks of other parties.
In this prospectus, unless we indicate otherwise, references to "Crdentia"
or to "we" or "us" are to Crdentia Corp. and its subsidiaries. Information
contained on our Internet website is not a part of this prospectus or any
prospectus supplement issued subsequently.
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RISK FACTORS
Any investment in our common stock involves a high degree of risk. You
should consider carefully the following information about the risks described
below, together with the other information contained in this prospectus, before
you decide whether to buy our common stock. If any of the following risks
actually occur, our business, financial condition, results of operations and
cash flows could be materially and adversely affected. In those circumstances,
the market price of our common stock could decline, and you may lose all or part
of the money you paid to buy our common stock.
Risks Related to Our Business and Ownership of Our Common Stock
If we fail to raise additional capital in the near future, our business
will fail.
We were formed in November 1997 and commenced operations on August 7, 2003
with our acquisition of Baker Anderson Christie, Inc. We are a "start-up"
operation and subject to all the risks inherent in a new business venture, many
of which are beyond our control, including the ability to implement successful
operations, lack of capital to finance acquisitions and failure to achieve
market acceptance. In addition, as a start-up venture we face significant
competition from many companies, virtually all of which are larger, better
financed and have significantly greater market recognition than us.
As a start-up operation, we have limited cash resources and will need to
raise additional capital through public or private financings or other
arrangements in order to meet current commitments and continue development of
our business. We cannot assure you that additional capital will be available to
us when needed, if at all, or, if available, will be obtained on terms
attractive to us. Our failure to raise additional capital when needed could
cause us to cease our operations.
We have financed our operations since inception primarily through the
private placement of equity and debt securities and loan facilities. Although
our management recognizes the need to raise funds in the near future, there can
be no assurance that we will be successful in consummating any fundraising
transaction, or if we do consummate such a transaction, that its terms and
conditions will not require us to give investors warrants or other valuable
rights to purchase additional interest in our company, or be otherwise
unfavorable to us. Among other things, the agreements under which we issued some
of our existing securities include, and any securities that we may issue in the
future may also include, terms that could impede our ability to raise additional
funding. The issuance of additional securities could impose additional
restrictions on how we operate and finance our business. In addition, our
current debt financing arrangements involve significant interest expense and
restrictive covenants that limit our operations.
Our need to raise additional capital in the future could have a dilutive
effect on your investment.
We will need to raise additional capital. One possibility for raising
additional capital is the public or private sale of our common stock or
securities convertible into or exercisable for our common stock.
If we sell additional shares of our common stock, such sales will further
dilute the percentage of our equity that our existing stockholders own. In
addition, our recent private placement financings have involved the issuance of
securities at a price per share that represented a discount to the trading
prices listed for our common stock on the Over-the-Counter Bulletin Board and it
is possible that we will close future private placements involving the issuance
of securities at a discount to prevailing trading prices. Depending upon the
price per share of securities that we sell in the future, a stockholder's
interest in us could be further diluted by any adjustments to the number of
shares and the applicable exercise price required pursuant to the terms of the
agreements under which we previously issued securities. No assurance can be
given that previous or future investors, finders or placement agents will not
claim that they are entitled to additional anti-dilution adjustments or dispute
our calculation of any such adjustments. Any such claim or dispute could require
us to incur material costs and expenses regardless of the resolution and, if
resolved unfavorably to us, to effect dilutive securities issuances or
adjustments to previously issued securities. In addition, future financings may
include provisions requiring us to make additional payments to the investors if
we fail to obtain or maintain the effectiveness of SEC registration statements
by specified dates or take other specified action. Our ability to meet these
requirements may depend on actions by regulators and other third parties, over
which we will have no control. These provisions may require us to make payments
or issue additional dilutive securities, or could lead to costly and disruptive
disputes. In addition, these provisions could require us to record additional
non-cash expenses.
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We may face difficulties identifying acquisitions and integrating these
acquisitions into our operations. These acquisitions may be unsuccessful,
involve significant cash expenditures or expose us to unforeseen liabilities.
We continually evaluate opportunities to acquire healthcare staffing
companies that complement or enhance our business and frequently have
preliminary acquisition discussions with some of these companies. During 2003 we
acquired four businesses, during 2004 we acquired two businesses, and during the
first quarter of 2005 we acquired two additional businesses. These acquisitions
involve numerous risks, including:
o potential loss of revenues following the acquisition;
o potential loss of key employees or clients of acquired companies;
o difficulties integrating acquired personnel and distinct cultures
into our business;
o difficulties integrating acquired companies into our operating,
financial planning and financial reporting systems;
o diversion of management attention from existing operations; and
o assumption of liabilities and exposure to unforeseen liabilities of
acquired companies, including liabilities for their failure to
comply with healthcare regulations.
These acquisitions may also involve significant cash expenditures, debt
incurrence and integration expenses that could seriously harm our financial
condition and results of operations. We may fail to achieve expected
efficiencies and synergies. Any acquisition may ultimately have a negative
impact on our business and financial condition.
In addition, we have historically faced competition for acquisitions. In
the future, such competition could limit our ability to grow by acquisitions or
could raise the prices of acquisitions and make them less attractive to us.
Our Series C convertible preferred stock has a significant liquidation
preference.
As of May 10, 2005, we had (i) 183,028 shares of Series C convertible
preferred stock outstanding and (ii) warrants to purchase 124,075 shares of
Series C convertible preferred stock outstanding. We may sell additional shares
of Series C convertible preferred stock and issue additional warrants to
purchase shares of Series C convertible preferred stock. Each share of Series C
convertible preferred stock is convertible into one hundred (100) shares of our
common stock. In the event of any liquidation or winding up of our company, the
holders of Series C convertible preferred stock will be entitled to receive, in
preference to the holders of our other equity securities, an amount equal to
five times the original purchase price per share, or $300.00 per share, plus any
dividends declared on the Series C convertible preferred stock but not paid.
Assuming the exercise of all outstanding warrants to purchase Series C
convertible preferred stock, upon a liquidation or winding up of our company,
the holders of our Series C convertible preferred stock would be entitled to
receive approximately $92,134,000 prior to the payment of any amounts to the
holders of our other equity securities, including common stock offered under
this prospectus. As a result, upon a liquidation or winding up of the Company,
there may not be sufficient proceeds, following the payment of the Series C
liquidation preference described above, to make any distribution to the holders
of our other equity securities, including common stock offered under this
prospectus.
There is a lack of an active public market for our common stock, and the
trading price of our common stock is subject to volatility.
The quotation of shares of our common stock on the Over-the-Counter
Bulletin Board began on February 24, 2003. There can be no assurances, however,
that a market will develop or continue for our common stock. Our common stock
may be thinly traded, if traded at all, even if we achieve full operation and
generate significant revenue and is likely to experience significant price
fluctuations. In addition, our stock may be defined as a "penny stock" under
Rule 3a51-1 adopted by the Securities and Exchange Commission under the
Securities Exchange Act of 1934, as amended. In general, a "penny stock"
includes securities of companies which are not listed on the principal stock
exchanges or the National Association of Securities Dealers Automated Quotation
System, or Nasdaq, National Market System and have a bid price in the market of
less than $5.00; and companies with net tangible assets of less than $2,000,000
($5,000,000 if the issuer has been in continuous operation for less than three
years), or which have recorded revenues of less than $6,000,000 in the last
three years. "Penny stocks" are subject to Rule 15g-9, which imposes additional
sales practice requirements on broker-dealers that sell such securities to
persons other than established customers and "accredited investors" (generally,
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individuals with net worth in excess of $1,000,000 or annual incomes exceeding
$200,000, or $300,000 together with their spouses, or individuals who are
officers or directors of the issuer of the securities). For transactions covered
by Rule 15g-9, a broker-dealer must make a special suitability determination for
the purchaser and have received the purchaser's written consent to the
transaction prior to sale. Consequently, this Rule may adversely affect the
ability of broker-dealers to sell our common stock, and therefore, may adversely
affect the ability of our stockholders to sell common stock in the public
market.
The trading price of our common stock is likely to be subject to wide
fluctuation. Factors affecting the trading price of our common stock may
include:
o variations in our financial results;
o announcements of innovations, new solutions, strategic alliances or
significant agreement by us or by our competitors;
o recruitment or departure of key personnel;
o changes in estimates of our financial results or changes in the
recommendations of any securities analysts that elect to follow our
common stock;
o market conditions in our industry, the industries of our customers
and the economy as a whole; and
o sales of substantial amounts of our common stock, or the perception
that substantial amounts of our common stock will be sold, by our
existing stockholders in the public market.
Our credit facility imposes significant expenses and restrictive covenants
upon us.
In June 2004 we obtained a $15.0 million revolving credit facility, which
was reduced in 2005 to $10.0 million (the "Revolving Facility") from Bridge
Healthcare Finance, LLC. In August 2004 we obtained a $10.0 million term loan
credit facility from Bridge Opportunity Finance, LLC (the "Term Facility" and
together with the Revolving Facility, the "Credit Facility"). Bridge Opportunity
Finance, LLC is an affiliate of Bridge Healthcare Finance, LLC.
The Credit Facility involves significant interest expenses and other fees.
In addition, except in certain limited circumstances, the Revolving Facility
cannot be pre-paid in full without us incurring a significant pre-payment
penalty.
The Credit Facility imposes various restrictions on our activities without
the consent of the lenders, including a prohibition on fundamental changes to us
or our direct or indirect subsidiaries (including certain consolidations,
mergers and sales and transfer of assets, and limitations on our ability or any
of our direct or indirect subsidiaries to grant liens upon our property or
assets). In addition, under the Credit Facility we must meet certain net worth,
earnings and debt service coverage requirements. The Credit Facility includes
events of default (with grace periods, as applicable) and provides that, upon
the occurrence of certain events of default, payment of all amounts payable
under the Credit Facility, including the principal amount of, and accrued
interest on, the Credit Facility may be accelerated. In addition, upon the
occurrence of certain insolvency or bankruptcy related events of default, all
amounts payable under the Credit Facility, including the principal amount of,
and accrued interest on, the Credit Facility will automatically become
immediately due and payable.
The expenses and restrictions associated with the Credit Facility may have
the effect of limiting our operations. In addition, our failure to pay required
interest expenses and other fees or to meet restrictions under the Credit
Facility would have a material adverse affect on us.
MedCap Partners, L.P. controls a majority of our outstanding capital
stock, and this may delay or prevent change of control of our company or
adversely affect our stock price.
MedCap Partners, L.P., a selling stockholder under this prospectus,
controls approximately 58.0% of our outstanding capital stock, on an
as-converted basis. As a result, MedCap is able to exercise control over matters
requiring stockholder approval, such as the election of directors and the
approval of significant corporate transactions. These types of transactions
include transactions involving an actual or potential change of control of our
company or other transactions that the non-controlling stockholders may deem to
be in their best interests and in which such stockholders could receive a
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premium for their shares. C. Fred Toney, a member of our Board of Directors, is
the managing member of MedCap Management & Research LLC, the general partner of
MedCap Partners, L.P.
The successful implementation of our business strategy depends upon the
ability of our management to monitor and control costs.
With respect to our planned operations, management cannot accurately
project or give any assurance with respect to our ability to control development
and operating costs and/or expenses in the future. Consequently, as we expand
our commercial operations, management may not be able to control costs and
expenses adequately, and such operations may generate losses.
The ability to attract and retain highly qualified personnel to operate
and manage our operations and qualified sales personnel is extremely important
and our failure to do so could adversely affect us.
Presently, we are dependent upon the personal efforts of our management
team. The loss of any of our officers or directors could have a material adverse
effect upon our business and future prospects. We do not presently have
key-person life insurance upon the life of any of our officers or directors.
Additionally, as we continue our planned expansion of commercial operations, we
will require the services of additional skilled personnel. There can be no
assurance that we can attract persons with the requisite skills and training to
meet our future needs or, even if such persons are available, that they can be
hired on terms favorable to us.
In addition, execution of our business strategy and continued growth of our
business are substantially dependent upon our ability to attract, develop and
retain qualified and skilled sales personnel who engage in selling and business
development for our services. The available pool of qualified sales personnel
candidates is limited. We commit substantial resources to the recruitment,
training, development and operational support of our sales personnel. There can
be no assurance that we will be able to recruit, develop and retain qualified
sales personnel in sufficient numbers or that our sales personnel will achieve
productivity levels sufficient to enable growth of our business. Failure to
attract and retain productive sales personnel could adversely affect our
business, financial condition and results of operations.
If we are unable to attract qualified nurses and healthcare professionals
for our healthcare staffing business, our business could be negatively impacted.
We rely significantly on our ability to attract and retain nurses and
healthcare professionals who possess the skills, experience and licenses
necessary to meet the requirements of our hospital and healthcare facility
clients. We compete for healthcare staffing personnel with other temporary
healthcare staffing companies and with hospitals and healthcare facilities. We
must continually evaluate and expand our temporary healthcare professional
network to keep pace with our hospital and healthcare facility clients' needs.
Currently, there is a shortage of qualified nurses in most areas of the United
States, competition for nursing personnel is increasing, and salaries and
benefits have risen. We may be unable to continue to increase the number of
temporary healthcare professionals that we recruit, decreasing the potential for
growth of our business. Our ability to attract and retain temporary healthcare
professionals depends on several factors, including our ability to provide
temporary healthcare professionals with assignments that they view as attractive
and to provide them with competitive benefits and wages. We cannot assure you
that we will be successful in any of these areas. The cost of attracting
temporary healthcare professionals and providing them with attractive benefit
packages may be higher than we anticipate and, as a result, if we are unable to
pass these costs on to our hospital and healthcare facility clients, our
profitability could decline. Moreover, if we are unable to attract and retain
temporary healthcare professionals, the quality of our services to our hospital
and healthcare facility clients may decline and, as a result, we could lose
clients.
The temporary staffing industry is highly competitive and the success and
future growth of our business depend upon our ability to remain competitive in
obtaining and retaining temporary staffing clients.
The temporary staffing industry is highly competitive and fragmented, with
limited barriers to entry. We compete in national, regional and local markets
with full-service agencies and in regional and local markets with specialized
temporary staffing agencies. Some of our competitors include AMN Healthcare
Services, Inc., Cross Country, Inc., Medical Staffing Network Holdings, Inc. and
On Assignment, Inc. All of these companies have significantly greater marketing
and financial resources than we do. Our ability to attract and retain clients is
based on the value of the service we deliver, which in turn depends principally
on the speed with which we fill assignments and the appropriateness of the match
based on clients' requirements and the skills and experience of our temporary
employees. Our ability to attract skilled, experienced temporary professionals
is based on our ability to pay competitive wages, to provide competitive
benefits, to provide multiple, continuous assignments and thereby increase the
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retention rate of these employees. To the extent that competitors seek to gain
or retain market share by reducing prices or increasing marketing expenditures,
we could lose revenues and our margins could decline, which could seriously harm
our operating results and cause the trading price of our stock to decline. As we
expand into new geographic markets, our success will depend in part on our
ability to gain market share from competitors. We expect competition for clients
to increase in the future, and the success and growth of our business depend on
our ability to remain competitive.
Our business depends upon our continued ability to secure and fill new
orders from our hospital and healthcare facility clients, because we do not have
long-term agreements or exclusive contracts with them.
We generally do not have long-term agreements or exclusive guaranteed order
contracts with our hospital and healthcare facility clients. The success of our
business depends upon our ability to continually secure new orders from
hospitals and other healthcare facilities and to fill those orders with our
temporary healthcare professionals. Our hospital and healthcare facility clients
are free to place orders with our competitors and may choose to use temporary
healthcare professionals that our competitors offer them. Therefore, we must
maintain positive relationships with our hospital and healthcare facility
clients. If we fail to maintain positive relationships with our hospital and
healthcare facility clients, we may be unable to generate new temporary
healthcare professional orders and our business may be adversely affected.
Fluctuations in patient occupancy at our clients' hospitals and healthcare
facilities may adversely affect the demand for our services and therefore the
profitability of our business.
Demand for our temporary healthcare staffing services is significantly
affected by the general level of patient occupancy at our hospital and
healthcare clients' facilities. When occupancy increases, hospitals and other
healthcare facilities often add temporary employees before full-time employees
are hired. As occupancy decreases, hospitals and other healthcare facilities
typically reduce their use of temporary employees before undertaking layoffs of
their regular employees. In addition, we may experience more competitive pricing
pressure during periods of occupancy downturn. Occupancy at our clients'
hospitals and healthcare facilities also fluctuates due to the seasonality of
some elective procedures. We are unable to predict the level of patient
occupancy at any particular time and its effect on our revenues and earnings.
We have a substantial amount of goodwill and other intangible assets on our
balance sheet. Our level of goodwill and other intangible assets may have the
effect of decreasing our earnings or increasing our losses.
As of March 31, 2005, we had $24.9 million of goodwill and other
unamortized intangible assets on our balance sheet, which represents the excess
of the total purchase price of our acquisitions over the fair value of the net
assets acquired. At March 31, 2005, goodwill and other intangible assets
represented 80% of our total assets.
In July 2001, the Financial Accounting Standards Board issued SFAS No.
141, Business Combinations, and SFAS No. 142, Goodwill and Other Intangible
Assets. SFAS No. 141 requires that the purchase method of accounting be used for
all business combinations initiated after June 30, 2001, as well as all purchase
method business combinations completed after June 30, 2001. SFAS No. 142
requires that, subsequent to January 1, 2002, goodwill not be amortized but
rather that it be reviewed any time at which there is a potential impairment
event and at least annually for impairment. In the event impairment is
identified, a charge to earnings would be recorded. We have adopted the
provisions of SFAS No. 141 and SFAS No. 142. Although it does not affect our
cash flow, an impairment charge of goodwill to earnings has the effect of
decreasing our earnings or increasing our losses, as the case may be. If we are
required to write down a substantial amount of goodwill, our stock price could
be adversely affected.
We could be difficult to acquire due to anti-takeover provisions in our
charter, our stockholders rights plan and Delaware law.
Provisions of our certificate of incorporation and bylaws may have the
effect of making it more difficult for a third party to acquire, or of
discouraging a third party from attempting to acquire control of our company.
These provisions may make it more difficult for stockholders to take corporate
actions and may have the effect of delaying or preventing a change in control.
We are subject to the anti-takeover provisions of Section 203 of the Delaware
General Corporation Law. Subject to specified exceptions, this section provides
that a corporation may not engage in any business combination with any
interested stockholder during the three-year period following the time that such
stockholder becomes an interested stockholder. This provision could have the
effect of delaying or preventing a change of control of our company. The
foregoing factors could limit the price that investors or an acquiror might be
willing to pay in the future for shares of our common stock.
10
Risks Related to Our Industry
We operate in a regulated industry and changes in regulations or violations
of regulations may result in increased costs or sanctions that could reduce our
revenues and profitability.
The healthcare industry is subject to extensive and complex federal and
state laws and regulations related to professional licensure, conduct of
operations, payment for services and payment for referrals. If we fail to comply
with the laws and regulations that are directly applicable to our business, we
could suffer civil and/or criminal penalties or be subject to injunctions or
cease and desist orders.
Our business is generally not subject to the extensive and complex laws
that apply to our hospital and healthcare facility clients, including laws
related to Medicare, Medicaid and other federal and state healthcare programs.
However, these laws and regulations could indirectly affect the demand or the
prices paid for our services. For example, our hospital and healthcare facility
clients could suffer civil or criminal penalties or be excluded from
participating in Medicare, Medicaid and other healthcare programs if they fail
to comply with the laws and regulations applicable to their businesses. In
addition, our hospital and healthcare facility clients could receive reduced
reimbursements, or be excluded from coverage, because of a change in the rates
or conditions set by federal or state governments. In turn, violations of or
changes to these laws and regulations that adversely affect our hospital and
healthcare facility clients could also adversely affect the prices that these
clients are willing or able to pay for our services.
In addition, improper actions by our employees and other service providers
may subject us to regulatory and litigation risk.
Further government regulations or healthcare reform could negatively
impact our business opportunities, revenues and margins.
Although our operations are currently not subject to any significant
government regulations, it is possible that, in the future, such regulations may
be legislated. Although we cannot predict the extent of any such future
regulations, a possibility exists that future or unforeseen changes may have an
adverse impact upon our ability to continue or expand our operations as
presently planned.
The U.S. government has undertaken efforts to control increasing healthcare
costs through legislation, regulation and voluntary agreements with medical care
providers and drug companies. In the recent past, the U.S. Congress has
considered several comprehensive healthcare reform proposals. The proposals were
generally intended to expand healthcare coverage for the uninsured and reduce
the growth of total healthcare expenditures. While the U.S. Congress did not
adopt any comprehensive reform proposals, members of Congress may raise similar
proposals in the future. If any of these proposals are approved, hospitals and
other healthcare facilities may react by spending less on healthcare staffing,
including nurses. If this were to occur, we would have fewer business
opportunities, which could seriously harm our business.
State governments have also attempted to control increasing healthcare
costs. For example, the state of Massachusetts has recently implemented a
regulation that limits the hourly rate payable to temporary nursing agencies for
registered nurses, licensed practical nurses and certified nurses' aides. The
state of Minnesota has also implemented a statute that limits the amount that
nursing agencies may charge nursing homes. Other states have also proposed
legislation that would limit the amounts that temporary staffing companies may
charge. Any such current or proposed laws could seriously harm our business,
revenues and margins.
Furthermore, third party payers, such as health maintenance organizations,
increasingly challenge the prices charged for medical care. Failure by hospitals
and other healthcare facilities to obtain full reimbursement from those third
party payers could reduce the demand or the price paid for our staffing
services.
11
Significant legal actions could subject us to substantial uninsured
liabilities.
In recent years, healthcare providers have become subject to an increasing
number of legal actions alleging malpractice, product liability or related legal
theories. Many of these actions involve large claims and significant defense
costs. In addition, we may be subject to claims related to torts or crimes
committed by our employees or temporary healthcare professionals. In some
instances, we are required to indemnify our clients against some or all of these
risks. A failure of any of our employees or healthcare professionals to observe
our policies and guidelines intended to reduce these risks, relevant client
policies and guidelines or applicable federal, state or local laws, rules and
regulations could result in negative publicity, payment of fines or other
damages. Our professional malpractice liability insurance and general liability
insurance coverage may not cover all claims against us or continue to be
available to us at a reasonable cost. If we are unable to maintain adequate
insurance coverage or if our insurers deny coverage we may be exposed to
substantial liabilities.
We may be legally liable for damages resulting from our hospital and
healthcare facility clients' mistreatment of our healthcare personnel.
Because we are in the business of placing our temporary healthcare
professionals in the workplaces of other companies, we are subject to possible
claims by our temporary healthcare professionals alleging discrimination, sexual
harassment, negligence and other similar activities by our hospital and
healthcare facility clients. The cost of defending such claims, even if
groundless, could be substantial and the associated negative publicity could
adversely affect our ability to attract and retain qualified healthcare
professionals in the future.
Demand for medical staffing services is significantly affected by the
general level of economic activity and unemployment in the United States.
When economic activity increases, temporary employees are often added
before full-time employees are hired. However, as economic activity slows, many
companies, including our hospital and healthcare facility clients, reduce their
use of temporary employees before laying off full-time employees. In addition,
we may experience more competitive pricing pressure during periods of economic
downturn. Therefore, any significant economic downturn could have a material
adverse impact on our financial position and results of operations.
12
USE OF PROCEEDS
All net proceeds from the disposition of the common shares covered by this
prospectus or interests therein will go to the selling stockholders. We will not
receive any proceeds from the disposition of the common stock or interests
therein by the selling stockholders. However, certain of the shares of common
stock covered hereby will be issued only upon the exercise of warrants and
conversion of shares issued thereunder. Upon exercise of these warrants, we will
receive the proceeds of the exercise prices of such warrants if they are
exercised other than on a net exercise basis. To the extent we receive cash upon
any exercise of the warrants, we intend to use that cash for general corporate
purposes.
13
SELLING STOCKHOLDERS
The following table sets forth, as of May 10, 2005, the names of the
selling stockholders, the number of shares of our common stock beneficially
owned by such selling stockholders before and after this offering and the number
of shares that may be offered pursuant to this prospectus. This information is
based on information provided by or on behalf of the selling stockholders and,
with regard to the beneficial holdings of the selling stockholders, is accurate
only to the extent beneficial holdings information was disclosed to us by or on
behalf of the selling stockholders. The selling stockholders and holders listed
in any supplement to this prospectus, and any transferees, pledgees, donees or
successors to these persons, may from time to time offer and sell, pursuant to
this prospectus and any subsequent prospectus supplement, any and all of these
shares or interests therein. Any supplement to this prospectus may contain
additional or varied information about the selling stockholders and/or
additional holders, and any of their transferees, pledgees, donees or
successors, the names of natural persons with voting or investment control over
the shares covered hereby, and the aggregate amount of the shares offered that
is beneficially owned by each person. This information will be obtained from the
selling stockholders and/or additional holders.
As of May 10, 2005, 26,813,856 shares of our common stock were outstanding.
The 36,686,340 shares of our common stock registered for public resale pursuant
to the registration statement of which this prospectus is a part and listed
under the column "Shares Offered by this Prospectus" include 17,343,800 shares
of our common stock issuable to the selling stockholders on conversion of shares
of our Series C convertible preferred stock and 10,611,100 shares of our common
stock issuable upon exercise of warrants to purchase shares of our Series B-1
and Series C preferred stock and the subsequent conversion of shares issued
thereunder.
Shares listed under the column "Shares Offered by this Prospectus"
represent the number of shares that may be sold by the selling stockholders
pursuant to this prospectus. Pursuant to Rule 416 of the Securities Act of 1933,
the registration statement of which this prospectus is a part also covers any
additional shares of our common stock which become issuable in connection with
such shares because of any stock split, stock dividend, or similar transaction
which results in an increase in the number of outstanding shares of our common
stock.
The information under the heading "Shares Beneficially Owned After the
Offering" assumes the selling stockholders sell all of their shares covered
hereby to unaffiliated third parties, that the selling stockholders will acquire
no additional Crdentia Corp. common stock prior to the completion of this
offering, and that any other shares of our common stock beneficially owned by
the selling stockholders will continue to be beneficially owned. The selling
stockholders may dispose of all, part or none of their shares.
For purposes of the table below, beneficial ownership is determined in
accordance with the rules of the SEC, and includes voting and investment power
with respect to shares. Shares of common stock subject to options, warrants or
issuable upon conversion of convertible securities currently exercisable or
exercisable within 60 days from May 10, 2005 are deemed outstanding for
computing the percentage ownership of the person holding the options, warrants
or convertible securities, but are not deemed outstanding for computing the
percentage of any other person.
The selling stockholders identified below may have sold, transferred or
otherwise disposed of all or a portion of their shares of common stock in
transactions exempt from the registration requirements of the Securities Act of
1933 since the date on which they provided to us the information regarding its
shares of common stock.
14
Shares Beneficially Shares Beneficially
Owned Prior to the Offering Shares Offered Owned After the Offering
---------------------------------- by this ---------------------------
Name of Selling Stockholder Number Percent(1) Prospectus Number Percent
------------------------------- ------------ ------------ ------------------ --------- ---------
MedCap Partners, L.P.(2) 35,336,340 64.5% 35,336,340 0 *
500 Third Street, Suite 535
San Francisco, California 94107
SF Capital Partners, Ltd. (3) 1,350,000 5.0% 1,350,000 0 *
c/o Stark Offshore Management, LLC
3600 South Lake Drive
St. Francis, Wisconsin 53235
----------
* Less than one percent.
(1) Percentage ownership is based on 26,813,856 shares of our common stock
outstanding as of May 10, 2005.
(2) Ownership includes (i) 17,343,000 shares of our common stock issuable on
conversion of shares of our Series C convertible preferred stock and (ii)
10,611,100 shares of our common stock issuable upon exercise of warrants
to purchase shares of our Series B-1 and Series C convertible preferred
stock and the subsequent conversion of shares issued thereunder. C. Fred
Toney is the managing member of MedCap Management & Research, LLC, the
general partner of MedCap Partners, L.P., and exercises sole voting and
dispositive powers with respect to the shares held by MedCap Partners,
L.P. MedCap Partners, L.P. is neither a registered broker-dealer nor an
affiliate of a registered broker-dealer.
(3) Michael A. Roth and Brian J. Stark exercise voting and dispositive powers
with respect to the shares held by SF Capital Partners, Ltd. SF Capital
Partners Ltd. is not a registered broker dealer, but is an affiliate of a
registered broker dealer. SF Capital Partners Ltd. acquired the shares in
the ordinary course of business and at the time of acquisition had no
agreements or understandings with any person to distribute the shares.
15
DESCRIPTION OF CAPITAL STOCK
We are authorized to issue 160,000,000 shares of capital stock, consisting
of 150,000,000 shares of common stock, $0.0001 par value per share, and
10,000,000 shares of preferred stock, $0.0001 par value per share, of which
2,750,000 shares have been designated Series A convertible preferred stock,
6,250,000 shares have been designated Series B convertible preferred stock,
100,000 shares have been designated Series B-1 convertible preferred stock and
325,000 shares have been designated Series C convertible preferred stock.
The following is a summary of the material terms of our capital stock. You
should refer to our Restated Certificate of Incorporation, as amended, and
Restated Bylaws and the agreements described below for more detailed
information.
Common Stock
As of May 10, 2005, 26,813,856 shares of our common stock were outstanding.
Holders of our common stock are entitled to one vote per share on all matters to
be voted upon by the stockholders. Subject to limitations under Delaware law and
preferences that apply to any outstanding shares of preferred stock, holders of
our common stock are entitled to receive ratably such dividends or other
distribution, if any, as may be declared by our board of directors out of funds
legally available therefor. In the event of our liquidation, dissolution or
winding up, holders of our common stock are entitled to share ratably in all
assets remaining after payment of liabilities, subject to the liquidation
preference of any outstanding preferred stock. The common stock has no
preemptive, conversion or other rights to subscribe for additional securities.
There are no redemption or sinking fund provisions applicable to our common
stock. The rights, preferences and privileges of holders of common stock are
subject to, and may be adversely affected by, the rights of the holders of
shares of any series of preferred stock that we may designate and issue in the
future. All outstanding shares of our common stock are, and all shares of common
stock to be outstanding upon completion of the offering will be, validly issued,
fully paid and nonassessable.
Preferred Stock
Series C Convertible Preferred Stock
As of May 10, 2005, 183,028 shares of our Series C convertible preferred
stock were outstanding. Pursuant to the Certificate of Designations, Preferences
and Rights of Series C Preferred Stock, holders of Series C convertible
preferred stock are entitled to receive a dividend on each of September 30,
2004, December 31, 2004, March 31, 2005, June 30, 2005, September 30, 2005 and
December 31, 2005 in an amount equal to 2.5 shares of common stock for each
outstanding share of Series C convertible preferred stock held by them. In the
event of any liquidation or winding up of the company, the holders of Series C
convertible preferred stock will be entitled to receive in preference to the
holders of our Series A convertible preferred stock, Series B convertible
preferred stock, Series B-1 convertible preferred stock and common stock an
amount equal to five times their initial purchase price plus any declared but
unpaid dividends. Any remaining liquidation proceeds will thereafter be
distributed on a pro rata basis to the holders of our common stock and any other
series of preferred stock expressly entitled to participate in such
distribution. Unless previously voluntarily converted prior to such time, the
shares of Series C convertible preferred stock will be automatically converted
into common stock at an initial conversion ratio of one hundred (100) shares of
common stock for each share of Series C convertible preferred stock upon the
earlier of (i) the closing of an underwritten public offering of our common
stock pursuant to a registration statement under the Securities Act of 1933, as
amended, with aggregate net proceeds of at least $25 million, or (ii) the date
specified by written consent or agreement of the holders of a majority of the
then outstanding shares of Series C convertible preferred stock.
Series B-1 Convertible Preferred Stock
As of May 10, 2005, all previously outstanding shares of our Series B-1
convertible preferred stock had been converted to common stock. Pursuant to the
Certificate of Designations, Preferences and Rights of Series B-1 Preferred
Stock, holders of Series B-1 convertible preferred stock are entitled to receive
a dividend on each of September 30, 2004, December 31, 2004, March 31, 2005,
June 30, 2005, September 30, 2005 and December 31, 2005 in an amount equal to
2.5 shares of common stock for each share of outstanding Series B-1 convertible
preferred stock held by them. In the event of any liquidation or winding up of
the company, the holders of the Series B-1 convertible preferred stock will be
entitled to receive in preference to the holders of common stock an amount equal
to their initial purchase price plus any declared but unpaid dividends. Any
remaining liquidation proceeds will thereafter be distributed on a pro rata
basis to the holders of the Series B-1 convertible preferred stock (on an
as-if-converted into common stock basis), common stock and any other series of
preferred stock expressly entitled to participate in such distribution, until
the holders of Series B-1 convertible preferred stock shall have received, in
the aggregate, an amount equal to five
16
times the amount of their purchase price. Unless previously voluntarily
converted prior to such time, the Series B-1 convertible preferred stock will be
automatically converted into common stock at an initial conversion ratio of one
hundred (100) shares of common stock for each share of Series B-1 convertible
preferred stock upon the earlier of (i) the closing of an underwritten public
offering of our common stock pursuant to a registration statement under the
Securities Act of 1933, as amended, with aggregate net proceeds of at least $25
million, or (ii) the date specified by written consent or agreement of the
holders of a majority of the then outstanding shares of Series B-1 convertible
preferred stock.
Series B Convertible Preferred Stock
As of May 10, 2005, all previously outstanding shares of our Series B
convertible preferred stock had been converted to common stock. Pursuant to the
Certificate of Designations, Preferences and Rights of Series B Preferred Stock,
holders of the Series B convertible preferred stock are entitled to receive a
dividend on each of September 30, 2004, December 31, 2004, March 31, 2005, June
30, 2005, September 30, 2005 and December 31, 2005 in an amount equal to 0.00833
shares of common stock for each share of outstanding Series B convertible
preferred stock held by them. In the event of any liquidation or winding up of
the company, the holders of the Series B convertible preferred stock will be
entitled to receive in preference to the holders of common stock an amount equal
to their initial purchase price plus any declared but unpaid dividends. Any
remaining liquidation proceeds will thereafter be distributed on a pro rata
basis to the holders of the Series B convertible preferred stock (on an
as-if-converted into common stock basis), common stock and any other series of
preferred stock expressly entitled to participate in such distribution, until
the holders of Series B convertible preferred stock shall have received, in the
aggregate, an amount equal to five times the amount of their purchase price.
Unless previously voluntarily converted prior to such time, the Series B
convertible preferred stock will be automatically converted into common stock at
an initial conversion ratio of one share of common stock for every three shares
of Series B convertible preferred stock upon the earlier of (i) the closing of
an underwritten public offering of our common stock pursuant to a registration
statement under the Securities Act of 1933, as amended, with aggregate net
proceeds of at least $25 million, or (ii) the date specified by written consent
or agreement of the holders of a majority of the then outstanding shares of
Series B convertible preferred stock.
Series A Convertible Preferred Stock
As of May 10, 2005, all previously outstanding shares of our Series A
convertible preferred stock had been converted to common stock. Pursuant to the
Certificate of Designations, Preferences and Rights of Series A Preferred Stock,
holders of Series A convertible preferred stock are entitled to receive a
dividend on each of the three-month, six-month, nine-month and twelve-month
anniversary of the date of the issuance in an amount equal to 0.04167 shares of
common stock for each share of outstanding Series A convertible preferred stock
held by them. In the event of any liquidation or winding up of the company, the
holders of the Series A convertible preferred stock will be entitled to receive
in preference to the holders of common stock an amount equal to their initial
purchase price plus any declared but unpaid dividends and any remaining
liquidation proceeds will thereafter be distributed on a pro rata basis to the
holders of Series A convertible preferred stock (treated on an as-if converted
into common stock basis) and common stock until the holders of Series A
convertible preferred stock shall have received, in the aggregate, an amount
equal to three times the amount of their purchase price. Unless previously
voluntarily converted prior to such time, the Series A convertible preferred
stock will be automatically converted into common stock at an initial conversion
ratio of approximately 1.67 shares of common stock for every one share of Series
A convertible preferred stock of (i) the closing of an underwritten public
offering of our common stock pursuant to a registration statement under the
Securities Act of 1933, with aggregate net proceeds of at least $10 million or
(ii) one year from the date of the issuance of such shares.
Warrants
As of May 10, 2005, there were warrants to purchase 124,075 shares of our
Series C convertible preferred stock outstanding. Such warrants are exercisable
for a period of five years at a price of $60.00 per share of Series C
convertible preferred stock. The rights, preferences and privileges of the
shares of Series C convertible preferred stock underlying the warrants are as
described and set forth above under the heading "Series C Convertible Preferred
Stock."
As of May 10, 2005, there were warrants to purchase 6,000 shares of our
Series B-1 convertible preferred stock outstanding. Such warrants are
exercisable for a period of five years at a price of $60.00 per share of Series
B-1 convertible preferred stock. The rights, preferences and privileges of the
shares of Series B-1 convertible preferred stock underlying the warrants are as
described and set forth above under the heading "Series B-1 Convertible
Preferred Stock."
The warrants provide for adjustment of the number and kind of securities
purchasable upon exercise of the warrants, as well as for adjustment of the per
share exercise price, upon the occurrence of certain specified events. These
specified events include, without limitation, the payment by us of a dividend or
a distribution on our common stock in shares of common stock, the consolidation
17
or merger of us with another entity in which we are not the surviving entity,
and the recapitalization, reclassification or reorganization of our capital
stock.
Transfer Agent and Registrar; Market
The transfer agent and registrar for our common stock is Continental Stock
Transfer and Trust Company. Our common stock is traded on the Over-the-Counter
Bulletin Board, under the symbol "CRDE.OB."
18
PLAN OF DISTRIBUTION
The selling stockholders, which as used herein includes donees, pledgees,
transferees or other successors-in-interest selling shares of common stock or
interests in shares of common stock received after the date of this prospectus
from the selling stockholders as a gift, pledge, partnership distribution or
other transfer, may, from time to time, sell, transfer or otherwise dispose of
any or all of their shares of common stock or interests in shares of common
stock on any stock exchange, market or trading facility on which the shares are
traded or in private transactions. These dispositions may be at fixed prices, at
prevailing market prices at the time of sale, at prices related to the
prevailing market price, at varying prices determined at the time of sale, or at
negotiated prices.
The selling stockholders may use any one or more of the following methods
when disposing of shares or interests therein:
o ordinary brokerage transactions and transactions in which the
broker-dealer solicits purchasers;
o block trades in which the broker-dealer will attempt to sell the
shares as agent, but may position and resell a portion of the block
as principal to facilitate the transaction;
o purchases by a broker-dealer as principal and resale by the
broker-dealer for its account;
o an exchange distribution in accordance with the rules of the
applicable exchange;
o privately negotiated transactions;
o short sales effected after the date the registration statement of
which this prospectus is a part is declared effective by the SEC;
o through the writing or settlement of options or other hedging
transactions, whether through an options exchange or otherwise;
o broker-dealers may agree with the selling stockholders to sell a
specified number of such shares at a stipulated price per share;
o a combination of any such methods of sale; and
o any other method permitted pursuant to applicable law.
The selling stockholders may, from time to time, pledge or grant a security
interest in some or all of the shares of common stock owned by them and, if they
default in the performance of its secured obligations, the pledgees or secured
parties may offer and sell the shares of common stock, from time to time, under
this prospectus, or under an amendment to this prospectus under Rule 424(b)(3)
or other applicable provision of the Securities Act amending the list of selling
stockholders to include the pledgee, transferee or other successors in interest
as selling stockholders under this prospectus. The selling stockholders also may
transfer the shares of common stock in other circumstances, in which case the
transferees, pledgees or other successors in interest will be the selling
beneficial owners for purposes of this prospectus.
In connection with the sale of our common stock or interests therein, the
selling stockholders may enter into hedging transactions with broker-dealers or
other financial institutions, which may in turn engage in short sales of the
common stock in the course of hedging the positions they assume. The selling
stockholders may also sell shares of our common stock short and deliver these
securities to close out their short positions, or loan or pledge the common
stock to broker-dealers that in turn may sell these securities. The selling
stockholders may also enter into option or other transactions with
broker-dealers or other financial institutions or the creation of one or more
derivative securities which require the delivery to such broker-dealer or other
financial institution of shares offered by this prospectus, which shares such
broker-dealer or other financial institution may resell pursuant to this
prospectus (as supplemented or amended to reflect such transaction).
The aggregate proceeds to the selling stockholders from the sale of the
common stock offered by it will be the purchase price of the common stock less
discounts or commissions, if any. The selling stockholders reserve the right to
accept and, together with their agents from time to time, to reject, in whole or
in part, any proposed purchase of common stock to be made directly or through
19
agents. We will not receive any of the proceeds from this offering. Upon any
exercise of the warrants by payment of cash, however, we will receive the
exercise price of the warrants.
The selling stockholders also may resell all or a portion of the shares in
open market transactions in reliance upon Rule 144 under the Securities Act of
1933, provided that it meets the criteria and conform to the requirements of
that rule.
The selling stockholders and any underwriters, broker-dealers or agents
that participate in the sale of the common stock or interests therein may be
"underwriters" within the meaning of Section 2(11) of the Securities Act. Any
discounts, commissions, concessions or profit they earn on any resale of the
shares may be underwriting discounts and commissions under the Securities Act.
Selling stockholders who are "underwriters" within the meaning of Section 2(11)
of the Securities Act will be subject to the prospectus delivery requirements of
the Securities Act.
To the extent required, the shares of our common stock to be sold, the
names of the selling stockholders, the respective purchase prices and public
offering prices, the names of any agents, dealer or underwriter, any applicable
commissions or discounts with respect to a particular offer will be set forth in
an accompanying prospectus supplement or, if appropriate, a post-effective
amendment to the registration statement that includes this prospectus.
In order to comply with the securities laws of some states, if applicable,
the common stock may be sold in these jurisdictions only through registered or
licensed brokers or dealers. In addition, in some states the common stock may
not be sold unless it has been registered or qualified for sale or an exemption
from registration or qualification requirements is available and is complied
with.
We have advised the selling stockholders that the anti-manipulation rules
of Regulation M under the Exchange Act may apply to sales of shares in the
market and to the activities of the selling stockholders and their affiliates.
In addition, we will make copies of this prospectus (as it may be supplemented
or amended from time to time) available to the selling stockholders for the
purpose of satisfying the prospectus delivery requirements of the Securities
Act. The selling stockholders may indemnify any broker-dealer that participates
in transactions involving the sale of the shares against certain liabilities,
including liabilities arising under the Securities Act.
We have agreed to indemnify the selling stockholders against liabilities,
including liabilities under the Securities Act and state securities laws,
relating to the registration of the shares offered by this prospectus.
20
LEGAL MATTERS
Certain legal matters with respect to the validity of the issuance of the
common stock offered hereby will be passed upon by Morrison & Foerster LLP, San
Diego, California.
EXPERTS
KBA Group LLP and BDO Seidman, LLP, independent registered public
accounting firms, have audited our consolidated financial statements included in
our Annual Report on Form 10-KSB for the years ended December 31, 2004 and 2003,
as set forth in their reports, which are incorporated by reference in this
prospectus and elsewhere in the registration statement. Our financial statements
are incorporated by reference in reliance on the reports of KBA Group LLP and
BDO Seidman, LLP, given on their authority as experts in accounting and
auditing.
WHERE YOU CAN FIND MORE INFORMATION
We have filed with the SEC a registration statement on Form S-2, including
exhibits and schedules, in connection with the common stock to be sold in this
offering. This prospectus is part of the registration statement and does not
contain all the information included in the registration statement. For further
information about us and the common stock to be sold in this offering, please
refer to the registration statement. When a reference is made in this prospectus
to any contract, agreement or other document, the reference may not be complete
and you should refer to the copy of that contract, agreement or other document
filed as an exhibit to the registration statement or to one of our previous SEC
filings.
We also file annual, quarterly and special reports, proxy statements, and
other information with the SEC. You may read and copy the registration statement
on any other document we file with the SEC at the SEC's public reference rooms
in Washington, D.C., New York, New York and Chicago, Illinois. You can request
copies of these documents by writing to the SEC and paying a fee for the copying
cost. Please call the SEC at l-800-SEC-0330 for further information on the
public reference rooms. Our SEC filings are also available to the public from
the SEC's web site at http://www.sec.gov.
The SEC allows us to "incorporate by reference" into this prospectus
certain information that we file with it. This means that we can disclose
important information to you by referring you to another document that we filed
separately with the SEC. The information incorporated by reference is deemed to
be part of this prospectus, except for any information superseded by information
in this prospectus. You should read the information incorporated by reference
because it is an important part of this prospectus.
We incorporate by reference the following documents that we previously
filed with the SEC pursuant to the Securities Exchange Act of 1934:
1. Our annual report on Form 10-KSB for the fiscal year ended
December 31, 2004, filed with the Securities and Exchange
Commission on March 31, 2005, as amended on April 29, 2005;
2. Our quarterly report on Form 10-QSB for the fiscal quarter ended
March 31, 2005, filed with the Securities and Exchange Commission
on May 16, 2005;
3. Our current reports on Form 8-K, filed with the Securities and
Exchange Commission on January 7, 2005, January 20, 2005, March 4,
2005, March 7, 2005, March 21, 2005, March 28, 2005, April 1,
2005, April 7, 2005, June 6, 2005 and June 13, 2005; and
4. The description of our common stock contained in the Registration
Statement on Form 10-SB filed under Section 12(g) of the Exchange
Act, filed with the Securities and Exchange Commission on August
3, 2001, including any subsequent amendment or report filed for
the purpose of amending such description.
Any document, and any statement contained in a document, incorporated or
deemed to be incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this prospectus to the extent that a statement
contained herein, or in any other subsequently filed document that also is
incorporated or deemed to be incorporated by reference herein, modifies or
supersedes such document or statement. Any such document or statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this prospectus.
21
A copy of our annual report on Form 10-KSB for the fiscal year ended
December 31, 2004, as amended, and our most recent quarterly report on Form
10-QSB are delivered with this prospectus at no cost. The documents incorporated
by reference in this prospectus that are not delivered with this prospectus may
be obtained from us at no cost. You may obtain a copy of the documents by
submitting a written request to Crdentia Corp.'s Corporate Secretary at 14114
Dallas Parkway, Suite 600, Dallas, Texas 75254 or by calling Crdentia Corp. at
(972) 850-0780. Additional information about us is available at our web site
located at http://www.crdentia.com. Information contained in our web site is not
a part of this prospectus.
22
36,686,340 Shares
[LOGO]
CRDENTIA
Common Stock
----------------
PROSPECTUS
----------------
_____________________ , 2005
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The following is an estimate, subject to future contingencies, of the
expenses to be incurred by us in connection with the issuance and distribution
of the securities being registered. None of the following expenses will be borne
by the selling stockholders.
Registration Fee .............................. $ 5,830
Legal Fees and Expenses ....................... $ 25,000
Accounting Fees and Expenses .................. 19,000
Printing and Engraving Fees ................... --
Listing Fees .................................. --
Transfer Agent's Fees ......................... 1,500
Miscellaneous ................................. --
---------
Total ....................................... $ 51,330
=========
Item 15. Indemnification of Directors and Officers.
Section 145 of the Delaware Corporation Law provides that a Delaware
corporation may indemnify any person against expenses, judgments, fines and
settlements actually and reasonably incurred by any such person in connection
with a threatened, pending or completed action, suit or proceeding in which he
is involved by reason of the fact that he is or was a director, officer,
employee or agent of such corporation, provided that (i) he acted in good faith
and in a manner reasonably believed to be in or not opposed to the best
interests of the corporation, and (ii) with respect to any criminal action or
proceeding, he had no reasonable cause to believe his conduct was unlawful. If
the action or suit is by or in the name of the corporation, the corporation may
indemnify such person against expenses actually and reasonably incurred by him
in connection with the defense or settlement of such action or suit if he acted
in good faith and in a manner he reasonably believed to be in or not opposed to
the best interests of the corporation, except that no indemnification may be
made in respect to any claim, issue or matter as to which such person shall have
been adjudged to be liable to the corporation for negligence or misconduct in
the performance of his duty to the corporation, unless and only to the extent
that the Delaware Court of Chancery or the court in which the action or suit is
brought determines upon application that, despite the adjudication of liability
but in view of all of the circumstances of the case, such person is fairly and
reasonably entitled to indemnity for such expenses as the court deems proper.
As permitted by Section 102 of the Delaware General Corporation Law, the
Company has adopted provisions in its restated certificate of incorporation and
amended and restated bylaws that limit or eliminate the personal liability of
its directors for a breach of their fiduciary duty of care as a director. The
duty of care generally requires that, when acting on behalf of the Company,
directors exercise an informed business judgment based on all material
information reasonably available to them. Consequently, a director will not be
personally liable to the Company or its stockholders for monetary damages or
breach of fiduciary duty as a director, except for liability for:
o any breach of the director's duty of loyalty to the Company or its
stockholders;
o any act or omission not in good faith or that involves intentional
misconduct or a knowing violation of law;
o any act related to unlawful stock repurchases, redemptions or other
distributions or payment of dividends; or
o any transaction from which the director derived an improper personal
benefit.
These limitations of liability do not affect the availability of equitable
remedies such as injunctive relief or rescission.
II-1
As permitted by Section 145 of the Delaware General Corporation Law, the
Company's amended and restated bylaws provide that:
o the Company may indemnify its directors, officers and employees to
the fullest extent permitted by the Delaware General Corporation
Law, subject to limited exceptions;
o the Company may advance expenses to its directors, officers and
employees in connection with a legal proceeding to the fullest
extent permitted by the Delaware General Corporation Law, subject to
limited exceptions; and
o the rights provided in its amended and restated bylaws are not
exclusive.
We have entered into indemnification agreements with each of our directors
and executive officers, as well as with certain employees and consultants. These
indemnification agreements provide that we hold harmless and indemnify each such
director, officer, employee and consultant to the fullest extent authorized or
permitted by law. In addition, subject to certain conditions, these
indemnification agreements provide for payment of expenses (including attorney's
fees) actually and reasonably incurred in connection with any threatened,
pending or completed proceeding to which the indemnified director, officer or
employee is, was or at any time becomes a party, or is threatened to be made a
party, by reason of the fact that he or she is, was or at any time becomes a
director, officer, employee or agent of us, or is or was serving or at any time
serves at the request of us as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust, employee benefit plan or other
enterprise. In addition, we have purchased policies of directors' and officers'
liability insurance, which insure our directors and officers against the cost of
defense, settlement or payment of a judgment in some circumstances.
Item 16. Exhibits
EXHIBIT INDEX
Exhibit No. Description
----------- -----------
2.1(1) Agreement and Plan of Reorganization, dated as of June 19,
2003, by and among Crdentia Corp., Baker Anderson Christie,
Inc., BAC Acquisition Corporation and certain stockholders of
Baker Anderson Christie, Inc ("BAC Merger Agreement"). Certain
schedules and exhibits referenced in the Agreement and Plan of
Reorganization have been omitted in accordance with Item
601(b)(2) of Regulation S-B. A copy of any omitted schedule
and/or exhibit will be furnished supplementally to the
Securities and Exchange Commission upon request.
2.2(2) Agreement and Plan of Reorganization, dated as of July 16,
2003, by and among Crdentia Corp., Nurses Network, Inc., NNI
Acquisition Corporation and certain shareholders of Nurses
Network, Inc. (the "NNI Merger Agreement"). Certain schedules
and exhibits referenced in the NNI Merger Agreement have been
omitted in accordance with Item 601(b)(2) of Regulation S-B. A
copy of any omitted schedule and/or exhibit will be furnished
supplementally to the Securities and Exchange Commission upon
request.
2.3(3) Amendment No. 1 to the BAC Merger Agreement made and entered
into effective as of July 31, 2003.
2.4(4) Amendment No. 1 to the NNI Merger Agreement made and entered
into effective as of September 9, 2003.
2.5(5) Agreement and Plan of Reorganization, dated as of September 15,
2003, by and among Crdentia Corp., New Age Staffing, Inc., NAS
Acquisition Corporation and the shareholders of New Age
Staffing, Inc. (the "NAS Merger Agreement"). Certain schedules
and exhibits referenced in the NAS Merger Agreement have been
omitted in accordance with Item 601(b)(2) of Regulation S-B. A
copy of any omitted schedule and/or exhibit will be furnished
supplementally to the Securities and Exchange Commission upon
request.
2.6(6) Agreement and Plan of Reorganization, dated as of November 4,
2003, by and among Crdentia Corp., PSR Acquisition Corporation,
PSR Holdings Acquisition Corporation, PSR Nurse Recruiting,
Inc. and PSR Nurses Holdings Corp. Certain schedules and
exhibits referenced in the Agreement and Plan of Reorganization
have been omitted in accordance with Item 601(b)(2) of
Regulation S-B. A copy of any omitted schedule and/or exhibit
will be furnished supplementally to the Securities and Exchange
Commission upon request.
2.7(7) Agreement and Plan of Reorganization, dated as of August 26,
2004, by and among Crdentia Corp., CRDE Corp., AHHC Acquisition
Corporation, Arizona Home Health Care/Private Duty, Inc. and
the shareholders of Arizona Home Health Care/Private Duty, Inc.
Certain schedules and exhibits referenced in the Agreement and
Plan of Reorganization have been omitted in accordance with
Item 601(b)(2) of Regulation S-B. A copy of any omitted
schedule and/or exhibit will be furnished supplementally to the
Securities and Exchange Commission upon request.
II-2
Exhibit No. Description
----------- -----------
2.8(8) Agreement and Plan of Reorganization, dated as of August 13,
2004, by and among the Company, CRDE Corp., CPS Acquisition
Corporation, Care Pros Staffing, Inc. and certain shareholders
of Care Pros Staffing, Inc. Certain schedules and exhibits
referenced in the Agreement and Plan of Reorganization have
been omitted in accordance with Item 601(b)(2) of Regulation
S-B. A copy of any omitted schedule and/or exhibit will be
furnished supplementally to the Securities and Exchange
Commission upon request.
2.9(9) Agreement and Plan of Reorganization, dated as of March 28,
2005, by and among Crdentia Corp., CRDE Corp., Travmed
Acquisition Corporation, Travmed USA, Inc. and the shareholders
of Travmed USA, Inc. Certain schedules and exhibits referenced
in the Agreement and Plan of Reorganization have been omitted
in accordance with Item 601(b)(2) of Regulation S-B. A copy of
the omitted schedule and/or exhibit will be furnished
supplementally to the Securities and Exchange Commission upon
request.
2.10(9) Agreement and Plan of Reorganization, dated as of March 28,
2005, by and among Crdentia Corp., HIP Acquisition Corporation,
HIP Holding, Inc. and the shareholders of HIP Holding, Inc.
Certain schedules and exhibits referenced in the Agreement and
Plan of Reorganization have been omitted in accordance with
Item 601(b)(2) of Regulation S-B. A copy of the omitted
schedule and/or exhibit will be furnished supplementally to the
Securities and Exchange Commission upon request.
4.1(10) Restated Certificate of Incorporation.
4.2(10) Restated Bylaws.
4.3(3) Certificate of Amendment to Restated Certificate of
Incorporation.
4.4(11) Certificate of Amendment to Restated Certificate of
Incorporation.
4.5(11) Certificate of Correction of Certificate of Amendment to
Restated Certificate of Incorporation.
4.6(11) Certificate of Correction of Certificate of Amendment to
Restated Certificate of Incorporation.
4.7(12) Certificate of Amendment to Restated Certificate of
Incorporation.
4.8(13) Certificate of Designations, Preferences and Rights of Series
B-1 Preferred Stock of Crdentia Corp.
4.9(14) Certificate of Correction of Certificate of Designations,
Preferences and Rights of Series B-1 Preferred Stock of
Crdentia Corp.
4.10(15) Certificate of Designations, Preferences and Rights of Series C
Preferred Stock of Crdentia Corp.
4.11(14) Certificate of Correction of Certificate of Designations,
Preferences and Rights of Series C Preferred Stock of Crdentia
Corp.
4.12(16) Certificate of Amendment of Certificate of Designations,
Preferences and Rights of Series C Preferred Stock of Crdentia
Corp.
4.13(14) Certificate of Correction of Certificate of Designations,
Preferences and Rights of Series B Preferred Stock of Crdentia
Corp.
4.14(13) Registration Rights Agreement dated August 9, 2004 by and among
Crdentia Corp. and the investors listed on Schedule A thereto.
4.15(15) Amended and Restated Registration Rights Agreement dated August
31, 2004 by and among Crdentia Corp. and the investors listed
on Schedule A thereto.
4.16(15) Form of Warrant to Purchase Shares of Series C Preferred Stock
of Crdentia Corp. granted to the holders listed on Schedule A
thereto.
4.17(15) Form of Warrant to Purchase Shares of Series B-1 Preferred
Stock of Crdentia Corp. granted to MedCap Partners L.P.
4.18(15) Warrant Agreement dated August 31, 2004 by and among Crdentia
Corp. and Bridge Opportunity Finance, LLC.
4.19(15) Form of Warrant Certificate to Purchase Shares of Common Stock
of Crdentia Corp. granted to Bridge Opportunity Finance, LLC.
4.20(3) Specimen Stock Certificate
4.21(17) Registration Rights Agreement dated September 22, 2003 by and
among Crdentia Corp. and the investors listed on Schedule A
attached thereto.
4.22(17) Registration Rights Agreement dated December 2, 2003 by and
among Crdentia Corp. and the investors listed on Schedule A
attached thereto.
II-3
Exhibit No. Description
----------- -----------
4.23(9) Letter Agreement dated March 29, 2005 by and among Crdentia
Corp. and MedCap Partners, L.P.
4.24(33) Amendment to Letter Agreement, dated as of May 2, 2005, by and
between Crdentia Corp. and MedCap Partners L.P.
5.1 Opinion of Morrison & Foerster LLP.
10.1(17) Commercial Receivables Sale Agreement dated November 8, 2001 by
and between Alamo Capital Corporation and PSR Nurses, Ltd.
10.2(20) Agreement to Purchase Accounts and Security Agreement dated
February 8, 2002 between New Age Staffing, Inc. and Katz
Factoring, Inc.
10.3(10) Common Stock Purchase Agreement dated May 15, 2002 by and among
Lifen, Inc., the individual stockholders of the Company listed
on Schedule A thereto and James D. Durham and Malahide
Investments.
10.4(20) Amendment to Agreement to Purchase Accounts and Security
Agreement, dated effective as of August 8, 2003, made by and
between New Age Staffing, Inc. and Katz Factoring, Inc.
10.5(21)# Employment Agreement dated August 14, 2002 by and between
Crdentia Corp. and James D. Durham.
10.6(22)# Restricted Stock Issuance Agreement dated October 22, 2002 by
and between Crdentia Corp. and Joseph M. DeLuca.
10.7(22)# Restricted Stock Issuance Agreement dated October 22, 2002 by
and between Crdentia Corp. and Robert J. Kenneth.
10.8(22)# Restricted Stock Issuance Agreement dated November 1, 2002 by
and between Crdentia Corp. and Robert P. Oliver.
10.9(22)# Restricted Stock Issuance Agreement dated November 1, 2002 by
and between Crdentia Corp. and Pamela Atherton.
10.10(17)# Notice of Stock Option Award and Stock Option Award Agreement
dated December 16, 2003 by and between Crdentia Corp. and
Thomas H. Herman.
10.11(17)# Notice of Stock Option Award and Stock Option Award Agreement
dated December 16, 2003 by and between Crdentia Corp. and C.
Fred Toney.
10.12(17)# Executive Employment Agreement dated December 22, 2003 by and
between Crdentia Corp. and Pamela Atherton.
10.13(17)# Notice of Stock Option Award and Stock Option Award Agreement
dated December 22, 2003 by and between Crdentia Corp. and
Pamela Atherton.
10.14(19)# Notice of Stock Option Award dated December 31, 2003 by and
between Crdentia Corp. and James Durham.
10.15(19)# Stock Option Plan and Award Agreement dated December 31, 2003
by and between Crdentia Corp. and James Durham.
10.16(19)# Bonus and Other Agreement dated December 31, 2003 by and
between Crdentia Corp. and James Durham.
10.17(33)# Amendment to Employment Agreement, dated January 1, 2004, by
and between Crdentia Corp. and James D. Durham.
10.18(23)# Executive Employment Agreement dated March 22, 2004 by and
between Crdentia Corp. and William S. Leftwich.
10.19(23)# Notice of Stock Option Award and Stock Option Award Agreement
dated April 8, 2004 by and between Crdentia Corp. and William
S. Leftwich.
10.20(24)# Amendment to Notice of Stock Award and Stock Option Agreement
dated April 8, 2004 by and between Crdentia Corp. and Thomas
H. Herman.
10.21(24)# Amendment to Notice of Stock Award and Stock Option Agreement
dated April 8, 2004 by and between Crdentia Corp. and C. Fred
Toney.
10.22(25) Stock Purchase Agreement dated May 18, 2004 by and among
Crdentia Corp., MedCap Partners L.P. and the parties listed on
the Schedule of Stockholders attached thereto as Exhibit A.
10.23(26) Loan and Security Agreement dated June 16, 2004 by and among
Crdentia Corp., Baker Anderson Christie, Inc., Nurses Network,
Inc., New Age Staffing, Inc., PSR Nurses, Ltd., PSR Nurse
Recruiting, Inc., PSR Nurses Holdings Corp. and Bridge
Healthcare Finance, LLC.
10.24(24)# Crdentia Corp. 2004 Stock Incentive Plan.
10.25(24)# Form of Notice of Stock Option Award and Stock Option Award
Agreement (Employees) under the Crdentia Corp. 2004 Stock
Incentive Plan.
10.26(8)# Form of Notice of Stock Option Award and Stock Option Award
Agreement (Directors) under the Crdentia Corp. 2004 Stock
Incentive Plan.
10.27(24)# Form of Notice of Stock Option Award and Stock Option Award
Agreement (Senior Officers) under the Crdentia Corp. 2004
Stock Incentive Plan.
II-4
Exhibit No. Description
----------- -----------
10.28(24)# Form of Notice of Stock Bonus Award and Stock Bonus Award
Agreement under the Crdentia Corp. 2004 Stock Incentive Plan.
10.29(32)# Notice of Stock Option Award and Stock Option Award Agreement
dated August 3, 2004 by and between Crdentia Corp. and James
D. Durham.
10.30(32)# Notice of Stock Option Award and Stock Option Award Agreement
dated August 3, 2004 by and between Crdentia Corp.
and Pamela Atherton.
10.31(15) Loan and Security Agreement dated August 31, 2004 by and among
Crdentia Corp., Baker Anderson Christie, Inc., Nurses Network,
Inc., New Age Staffing, Inc., PSR Nurses, Ltd., PSR Nurse
Recruiting, Inc., PSR Nurses Holdings Corp., CRDE Corp., AHHC
Acquisition Corporation, CPS Acquisition Corporation and Bridge
Opportunity Finance, LLC.
10.32(15)# Executive Employment Agreement, dated as of August 31, 2004 by
and between Crdentia Corp. and William C. Crocker.
10.33(27)# Separation Agreement and General Release by and between
Crdentia Corp. and William S. Leftwich, dated September 15,
2004.
10.34(28) Makewell Agreement dated August 31, 2004 by and between
Crdentia Corp., MedCap Partners L.P., Bridge Healthcare
Finance, LLC and Bridge Opportunity Finance, LLC.
10.35(29)# Form of Indemnification Agreement.
10.36(30) Secured Promissory Note, dated November 29, 2004, issued by
Crdentia Corp., Baker Anderson Christie, Inc., Nurses Network,
Inc., New Age Staffing, Inc., PSR Nurses, Ltd., PSR Nurse
Recruiting, Inc., PSR Nurses Holdings Corp., CRDE Corp.,
Arizona Home Health Care/Private Duty, Inc. and Care Pros
Staffing, Inc. to MedCap Partners L.P.
10.37(30) Security Agreement, dated November 29, 2004, by and among
Crdentia Corp., Baker Anderson Christie, Inc., Nurses Network,
Inc., New Age Staffing, Inc., PSR Nurses, Ltd., PSR Nurse
Recruiting, Inc., PSR Nurses Holdings Corp., CRDE Corp.,
Arizona Home Health Care/Private Duty, Inc., Care Pros
Staffing, Inc. and MedCap Partners L.P.
10.38(8) Amended and Restated Loan and Security Agreement - Revolving
Loans, dated as of November 30, 2004, between Bridge Healthcare
Finance, LLC, as Lender, and Crdentia Corp., Baker Anderson
Christie, Inc., Nurses Network, Inc., New Age Staffing, Inc.,
PSR Nurses, Ltd., PSR Nurse Recruiting, Inc., PSR Nurses
Holdings Corp., CRDE Corp., Arizona Home Health Care/Private
Duty, Inc. and Care Pros Staffing, Inc., as Borrower.
10.39(8) First Amendment to Loan and Security Agreement - Term Loan,
dated as of November 30, 2004, between Bridge Opportunity
Finance, LLC, as Lender, and Crdentia Corp., Baker Anderson
Christie, Inc., Nurses Network, Inc., New Age Staffing, Inc.,
PSR Nurses, Ltd., PSR Nurse Recruiting, Inc., PSR Nurses
Holdings Corp., CRDE Corp., Arizona Home Health Care/Private
Duty, Inc. and Care Pros Staffing, Inc., as Borrower.
10.40(18) Secured Promissory Note, dated January 4, 2005, issued by
Crdentia Corp., Baker Anderson Christie, Inc., Nurses Network,
Inc., New Age Staffing, Inc., PSR Nurses, Ltd., PSR Nurse
Recruiting, Inc., PSR Nurses Holdings Corp., CRDE Corp.,
Arizona Home Health Care/Private Duty, Inc. and Care Pros
Staffing to MedCap Partners L.P.
10.41(18) Secured Promissory Note, dated February 2, 2005, issued by
Crdentia Corp., Baker Anderson Christie, Inc., Nurses Network,
Inc., New Age Staffing, Inc., PSR Nurses, Ltd., PSR Nurse
Recruiting, Inc., PSR Nurses Holdings Corp., CRDE Corp.,
Arizona Home Health Care/Private Duty, Inc. and Care Pros
Staffing to MedCap Partners L.P.
10.42(31) Secured Promissory Note, dated March 1, 2005, issued by
Crdentia Corp., Baker Anderson Christie, Inc., Nurses Network,
Inc., New Age Staffing, Inc., PSR Nurses, Ltd., PSR Nurse
Recruiting, Inc., PSR Nurses Holdings Corp., CRDE Corp.,
Arizona Home Health Care/Private Duty, Inc. and Care Pros
Staffing to MedCap Partners L.P.
10.43(31) Amended and Restated Security Agreement, dated March 1, 2005,
by and among Crdentia Corp., Baker Anderson Christie, Inc.,
Nurses Network, Inc., New Age Staffing, Inc., PSR Nurses, Ltd.,
PSR Nurse Recruiting, Inc., PSR Nurses Holdings Corp., CRDE
Corp., Arizona Home Health Care/Private Duty, Inc., Care Pros
Staffing and MedCap Partners L.P.
II-5
Exhibit No. Description
----------- -----------
10.44(9) Amendment No. 1, Joinder and Consent to Amended and Restated
Loan and Security Agreement - Revolving Loans, dated March 29,
2005 by and among Crdentia Corp., Baker Anderson Christie,
Inc., Nurses Network, Inc., New Age Staffing, Inc., PSR Nurses,
Ltd., PSR Nurse Recruiting, Inc., PSR Nurses Holdings Corp.,
CRDE Corp., Arizona Home Health Care/Private Duty, Inc., Care
Pros Staffing, Inc., HIP Holding, Inc., Health Industry
Professionals, L.L.C., Travmed USA, Inc. and Bridge Healthcare
Finance, LLC.
10.45(9) Amendment No. 2, Joinder and Consent to Loan and Security
Agreement - Term Loan, dated March 29, 2005 by and among
Crdentia Corp., Baker Anderson Christie, Inc., Nurses Network,
Inc., New Age Staffing, Inc., PSR Nurses, Ltd., PSR Nurse
Recruiting, Inc., PSR Nurses Holdings Corp., CRDE Corp.,
Arizona Home Health Care/Private Duty, Inc., Care Pros
Staffing, Inc., HIP Holding, Inc., Health Industry
Professionals, L.L.C., Travmed USA, Inc. and Bridge Opportunity
Finance, LLC.
10.46#(33) Amendment to Restricted Stock Purchase Agreement, dated as of
August 3, 2004, by and among Crdentia Corp. and Robert Oliver.
10.47#(33) Amendment to Restricted Stock Purchase Agreement, dated as of
August 3, 2004, by and among Crdentia Corp. and Joseph M.
DeLuca.
10.48#(33) Amendment to Restricted Stock Purchase Agreement, dated as of
August 3, 2004, by and among Crdentia Corp. and Robert
Kenneth.
10.49#(34) Executive Employment Agreement dated May 31, 2005 by and
between Crdentia Corp. and James J. TerBeest.
10.50#(34) Notice of Restricted Stock Bonus Award and Restricted Stock
Bonus Agreement dated May 31, 2005 by and between Crdentia
Corp. and James D. Durham.
10.51#(34) Notice of Restricted Stock Bonus Award and Restricted Stock
Bonus Agreement dated May 31, 2005 by and between Crdentia
Corp. and Pamela G. Atherton.
10.52#(34) Notice of Restricted Stock Bonus Award and Restricted Stock
Bonus Agreement dated May 31, 2005 by and between Crdentia
Corp. and James J. TerBeest.
10.53#(34) Notice of Restricted Stock Bonus Award and Restricted Stock
Bonus Agreement dated May 31, 2005 by and between Crdentia
Corp. and Vicki L. Smith.
23.1 Consent of KBA Group LLP.
23.2 Consent of BDO Seidman, LLP.
23.3 Consent of Morrison & Foerster LLP (contained in Exhibit 5.1)
24.1(33) Power of Attorney (included in the signature page of this
Registration Statement)
----------------------
# Indicates management contract or compensatory plan.
(1) Previously filed on Form 8-K with the Securities and Exchange Commission on
June 20, 2003 and incorporated herein by reference.
(2) Previously filed on Form 8-K with the Securities and Exchange Commission on
July 18, 2003 and incorporated herein by reference.
(3) Previously filed on Form 10-QSB with the Securities and Exchange Commission
on August 12, 2003 and incorporated herein by reference.
(4) Previously filed on Form 8-K with the Securities and Exchange Commission on
October 8, 2003 and incorporated herein by reference.
(5) Previously filed on Form 8-K with the Securities and Exchange Commission on
September 16, 2003 and incorporated herein by reference.
(6) Previously filed on Form 8-K with the Securities and Exchange Commission on
November 6, 2003 and incorporated herein by reference.
(7) Previously filed on Form 8-K with the Securities and Exchange Commission on
September 1, 2004 and incorporated herein by reference.
(8) Previously filed on Form 10-KSB with the Securities and Exchange Commission
on March 31, 2005 and incorporated herein by reference.
(9) Previously filed on Form 8-K with the Securities and Exchange Commission on
April 1, 2005 and incorporated herein by reference.
(10) Previously filed on Form 8-K with the Securities and Exchange Commission on
August 22, 2002 and incorporated herein by reference.
(11) Previously filed on Form 8-K/A with the Securities and Exchange Commission
on June 28, 2004 and incorporated herein by reference.
(12) Previously filed on Form 8-K with the Securities and Exchange Commission on
January 7, 2005 and incorporated herein by reference.
(13) Previously filed on Form 8-K with the Securities and Exchange Commission on
August 24, 2004 and incorporated herein by reference.
(14) Previously filed on Form 8-K/A with the Securities and Exchange Commission
on October 18, 2004 and incorporated herein by reference.
II-6
(15) Previously filed on Form 8-K with the Securities and Exchange Commission on
September 7, 2004 and incorporated herein by reference.
(16) Previously filed on Form 8-K with the Securities and Exchange Commission on
March 21, 2005 and incorporated herein by reference.
(17) Previously filed on Form 10-KSB with the Securities and Exchange Commission
on March 30, 2004 and incorporated herein by reference.
(18) Previously filed on Form 10-QSB with the Securities and Exchange Commission
on May 16, 2005 and incorporated herein by reference.
(19) Previously filed on Form 8-K with the Securities and Exchange Commission on
January 12, 2004 and incorporated herein by reference.
(20) Previously filed on Form 10-QSB with the Securities and Exchange Commission
on November 14, 2003 and incorporated herein by reference.
(21) Previously filed on Form 10-KSB with the Securities and Exchange Commission
on November 27, 2002 and incorporated herein by reference.
(22) Previously filed on Form 10-KSB with the Securities and Exchange Commission
on March 11, 2003 and incorporated herein by reference.
(23) Previously filed on Form 10-QSB with the Securities and Exchange Commission
on May 17, 2004 and incorporated herein by reference.
(24) Previously filed on Registration Statement on Form S-8 with the Securities
and Exchange Commission on May 27, 2005 and incorporated herein by
reference.
(25) Previously filed on Form 8-K with the Securities and Exchange Commission on
May 20, 2004 and incorporated herein by reference.
(26) Previously filed on Form 8-K with the Securities and Exchange Commission on
June 22, 2004 and incorporated herein by reference.
(27) Previously filed on Form 8-K with the Securities and Exchange Commission on
September 16, 2004 and incorporated herein by reference.
(28) Previously filed on Form 8-K with the Securities and Exchange Commission on
October 25, 2004 and incorporated herein by reference.
(29) Previously filed on Form 10-QSB/A with the Securities and Exchange
Commission on September 9, 2004 and incorporated herein by reference.
(30) Previously filed on Form 8-K with the Securities and Exchange Commission on
December 3, 2004 and incorporated herein by reference.
(31) Previously filed on Form 8-K with the Securities and Exchange Commission on
March 4, 2005 and incorporated herein by reference.
(32) Previously filed on Form 10-QSB with the Securities and Exchange Commission
on November 15, 2004 and incorporated herein by reference.
(33) Previously filed on Registration Statement on Form S-2 with the Securities
and Exchange Commission on June 1, 2005 and incorporated herein by
reference.
(34) Previously filed on Form 8-K with the Securities and Exchange Commission on
June 6, 2005 and incorporated herein by reference.
II-7
ITEM 17. UNDERTAKINGS
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(A) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(B) To reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
registration statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering range
may be reflected in the form of prospectus filed with the SEC pursuant to
Rule 424(b) if, in the aggregate, the changes in volume and price represent
no more than a 20 percent change in the maximum aggregate offering price set
forth in the "Calculation of Registration Fee" table in the effective
registration statement;
(C) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement.
(2) That, for the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(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.
(4) That, for the purposes of determining any liability under the Securities
Act of 1933, each filing of the registrant's annual report pursuant to Section
13(a) or 15(d) of the 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 therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(5) To deliver or cause to be delivered with the prospectus, to each person
to whom the prospectus is sent or given, the latest annual report to security
holders that is incorporated by reference in the prospectus and furnished
pursuant to and meeting the requirements of Rule 14a-3 or Rule 14c-3 under the
Securities Exchange Act of 1934; and, where interim financial information
required to be presented by Article 3 of Regulation S-X is not set forth in the
prospectus, to deliver, or cause to be delivered to each person to whom the
prospectus is sent or given, the latest quarterly report that is specifically
incorporated by reference in the prospectus to provide such interim financial
information.
(6) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the SEC such indemnification
is against public policy as expressed in the Securities Act of 1933 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 whether such indemnification by it is against public
policy as expressed in the Securities Act of 1933 and will be governed by the
final adjudication of such issue.
II-8
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-2 and has duly caused this Amendment No. 1 to
the Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the city of Dallas, State of Texas, on June 29,
2005.
CRDENTIA CORP.
By: /s/ James J. TerBeest
---------------------------
James J. TerBeest
Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this Amendment
No.1 to the Registration Statement has been signed by the following persons in
the capacities and on the dates indicated:
Signature Title Date
--------------------------------- ------------------------------------- ------------
/s/ James D. Durham* Director and Chief Executive June 29, 2005
--------------------------------- Officer (Principal Executive Officer)
James D. Durham
/s/ James J. TerBeest Chief Financial Officer June 29, 2005
--------------------------------- (Principal Financial and Accounting
James J. TerBeest Officer)
/s/ Joseph M. DeLuca* Director June 29, 2005
---------------------------------
Joseph M. DeLuca
/s/ Thomas F. Herman* Director June 29, 2005
---------------------------------
Thomas F. Herman
/s/ Robert J. Kenneth* Director June 29, 2005
---------------------------------
Robert J. Kenneth
/s/ Robert P. Oliver* Director June 29, 2005
---------------------------------
Robert P. Oliver
/s/ C. Fred Toney* Director June 29, 2005
---------------------------------
C. Fred Toney
*By: /s/ James J. TerBeest
---------------------------------
James J. TerBeest
Chief Financial Officer
EXHIBIT INDEX
Exhibit No. Description
----------- -----------
2.1(1) Agreement and Plan of Reorganization, dated as of June 19,
2003, by and among Crdentia Corp., Baker Anderson Christie,
Inc., BAC Acquisition Corporation and certain stockholders of
Baker Anderson Christie, Inc ("BAC Merger Agreement"). Certain
schedules and exhibits referenced in the Agreement and Plan of
Reorganization have been omitted in accordance with Item
601(b)(2) of Regulation S-B. A copy of any omitted schedule
and/or exhibit will be furnished supplementally to the
Securities and Exchange Commission upon request.
2.2(2) Agreement and Plan of Reorganization, dated as of July 16,
2003, by and among Crdentia Corp., Nurses Network, Inc., NNI
Acquisition Corporation and certain shareholders of Nurses
Network, Inc. (the "NNI Merger Agreement"). Certain schedules
and exhibits referenced in the NNI Merger Agreement have been
omitted in accordance with Item 601(b)(2) of Regulation S-B. A
copy of any omitted schedule and/or exhibit will be furnished
supplementally to the Securities and Exchange Commission upon
request.
2.3(3) Amendment No. 1 to the BAC Merger Agreement made and entered
into effective as of July 31, 2003.
2.4(4) Amendment No. 1 to the NNI Merger Agreement made and entered
into effective as of September 9, 2003.
2.5(5) Agreement and Plan of Reorganization, dated as of September 15,
2003, by and among Crdentia Corp., New Age Staffing, Inc., NAS
Acquisition Corporation and the shareholders of New Age
Staffing, Inc. (the "NAS Merger Agreement"). Certain schedules
and exhibits referenced in the NAS Merger Agreement have been
omitted in accordance with Item 601(b)(2) of Regulation S-B. A
copy of any omitted schedule and/or exhibit will be furnished
supplementally to the Securities and Exchange Commission upon
request.
2.6(6) Agreement and Plan of Reorganization, dated as of November 4,
2003, by and among Crdentia Corp., PSR Acquisition Corporation,
PSR Holdings Acquisition Corporation, PSR Nurse Recruiting,
Inc. and PSR Nurses Holdings Corp. Certain schedules and
exhibits referenced in the Agreement and Plan of Reorganization
have been omitted in accordance with Item 601(b)(2) of
Regulation S-B. A copy of any omitted schedule and/or exhibit
will be furnished supplementally to the Securities and Exchange
Commission upon request.
2.7(7) Agreement and Plan of Reorganization, dated as of August 26,
2004, by and among Crdentia Corp., CRDE Corp., AHHC Acquisition
Corporation, Arizona Home Health Care/Private Duty, Inc. and
the shareholders of Arizona Home Health Care/Private Duty, Inc.
Certain schedules and exhibits referenced in the Agreement and
Plan of Reorganization have been omitted in accordance with
Item 601(b)(2) of Regulation S-B. A copy of any omitted
schedule and/or exhibit will be furnished supplementally to the
Securities and Exchange Commission upon request.
Exhibit No. Description
----------- -----------
2.8(8) Agreement and Plan of Reorganization, dated as of August 13,
2004, by and among the Company, CRDE Corp., CPS Acquisition
Corporation, Care Pros Staffing, Inc. and certain shareholders
of Care Pros Staffing, Inc. Certain schedules and exhibits
referenced in the Agreement and Plan of Reorganization have
been omitted in accordance with Item 601(b)(2) of Regulation
S-B. A copy of any omitted schedule and/or exhibit will be
furnished supplementally to the Securities and Exchange
Commission upon request.
2.9(9) Agreement and Plan of Reorganization, dated as of March 28,
2005, by and among Crdentia Corp., CRDE Corp., Travmed
Acquisition Corporation, Travmed USA, Inc. and the shareholders
of Travmed USA, Inc. Certain schedules and exhibits referenced
in the Agreement and Plan of Reorganization have been omitted
in accordance with Item 601(b)(2) of Regulation S-B. A copy of
the omitted schedule and/or exhibit will be furnished
supplementally to the Securities and Exchange Commission upon
request.
2.10(9) Agreement and Plan of Reorganization, dated as of March 28,
2005, by and among Crdentia Corp., HIP Acquisition Corporation,
HIP Holding, Inc. and the shareholders of HIP Holding, Inc.
Certain schedules and exhibits referenced in the Agreement and
Plan of Reorganization have been omitted in accordance with
Item 601(b)(2) of Regulation S-B. A copy of the omitted
schedule and/or exhibit will be furnished supplementally to the
Securities and Exchange Commission upon request.
4.1(10) Restated Certificate of Incorporation.
4.2(10) Restated Bylaws.
4.3(3) Certificate of Amendment to Restated Certificate of
Incorporation.
4.4(11) Certificate of Amendment to Restated Certificate of
Incorporation.
4.5(11) Certificate of Correction of Certificate of Amendment to
Restated Certificate of Incorporation.
4.6(11) Certificate of Correction of Certificate of Amendment to
Restated Certificate of Incorporation.
4.7(12) Certificate of Amendment to Restated Certificate of
Incorporation.
4.8(13) Certificate of Designations, Preferences and Rights of Series
B-1 Preferred Stock of Crdentia Corp.
4.9(14) Certificate of Correction of Certificate of Designations,
Preferences and Rights of Series B-1 Preferred Stock of
Crdentia Corp.
4.10(15) Certificate of Designations, Preferences and Rights of Series C
Preferred Stock of Crdentia Corp.
4.11(14) Certificate of Correction of Certificate of Designations,
Preferences and Rights of Series C Preferred Stock of Crdentia
Corp.
4.12(16) Certificate of Amendment of Certificate of Designations,
Preferences and Rights of Series C Preferred Stock of Crdentia
Corp.
4.13(14) Certificate of Correction of Certificate of Designations,
Preferences and Rights of Series B Preferred Stock of Crdentia
Corp.
4.14(13) Registration Rights Agreement dated August 9, 2004 by and among
Crdentia Corp. and the investors listed on Schedule A thereto.
4.15(15) Amended and Restated Registration Rights Agreement dated August
31, 2004 by and among Crdentia Corp. and the investors listed
on Schedule A thereto.
4.16(15) Form of Warrant to Purchase Shares of Series C Preferred Stock
of Crdentia Corp. granted to the holders listed on Schedule A
thereto.
4.17(15) Form of Warrant to Purchase Shares of Series B-1 Preferred
Stock of Crdentia Corp. granted to MedCap Partners L.P.
4.18(15) Warrant Agreement dated August 31, 2004 by and among Crdentia
Corp. and Bridge Opportunity Finance, LLC.
4.19(15) Form of Warrant Certificate to Purchase Shares of Common Stock
of Crdentia Corp. granted to Bridge Opportunity Finance, LLC.
4.20(3) Specimen Stock Certificate
4.21(17) Registration Rights Agreement dated September 22, 2003 by and
among Crdentia Corp. and the investors listed on Schedule A
attached thereto.
4.22(17) Registration Rights Agreement dated December 2, 2003 by and
among Crdentia Corp. and the investors listed on Schedule A
attached thereto.
Exhibit No. Description
----------- -----------
4.23(9) Letter Agreement dated March 29, 2005 by and among Crdentia
Corp. and MedCap Partners, L.P.
4.24(33) Amendment to Letter Agreement, dated as of May 2, 2005, by and
between Crdentia Corp. and MedCap Partners L.P.
5.1 Opinion of Morrison & Foerster LLP.
10.1(17) Commercial Receivables Sale Agreement dated November 8, 2001 by
and between Alamo Capital Corporation and PSR Nurses, Ltd.
10.2(20) Agreement to Purchase Accounts and Security Agreement dated
February 8, 2002 between New Age Staffing, Inc. and Katz
Factoring, Inc.
10.3(10) Common Stock Purchase Agreement dated May 15, 2002 by and among
Lifen, Inc., the individual stockholders of the Company listed
on Schedule A thereto and James D. Durham and Malahide
Investments.
10.4(20) Amendment to Agreement to Purchase Accounts and Security
Agreement, dated effective as of August 8, 2003, made by and
between New Age Staffing, Inc. and Katz Factoring, Inc.
10.5(21)# Employment Agreement dated August 14, 2002 by and between
Crdentia Corp. and James D. Durham.
10.6(22)# Restricted Stock Issuance Agreement dated October 22, 2002 by
and between Crdentia Corp. and Joseph M. DeLuca.
10.7(22)# Restricted Stock Issuance Agreement dated October 22, 2002 by
and between Crdentia Corp. and Robert J. Kenneth.
10.8(22)# Restricted Stock Issuance Agreement dated November 1, 2002 by
and between Crdentia Corp. and Robert P. Oliver.
10.9(22)# Restricted Stock Issuance Agreement dated November 1, 2002 by
and between Crdentia Corp. and Pamela Atherton.
10.10(17)# Notice of Stock Option Award and Stock Option Award Agreement
dated December 16, 2003 by and between Crdentia Corp. and
Thomas H. Herman.
10.11(17)# Notice of Stock Option Award and Stock Option Award Agreement
dated December 16, 2003 by and between Crdentia Corp. and C.
Fred Toney.
10.12(17)# Executive Employment Agreement dated December 22, 2003 by and
between Crdentia Corp. and Pamela Atherton.
10.13(17)# Notice of Stock Option Award and Stock Option Award Agreement
dated December 22, 2003 by and between Crdentia Corp. and
Pamela Atherton.
10.14(19)# Notice of Stock Option Award dated December 31, 2003 by and
between Crdentia Corp. and James Durham.
10.15(19)# Stock Option Plan and Award Agreement dated December 31, 2003
by and between Crdentia Corp. and James Durham.
10.16(19)# Bonus and Other Agreement dated December 31, 2003 by and
between Crdentia Corp. and James Durham.
10.17#(33) Amendment to Employment Agreement, dated January 1, 2004, by
and between Crdentia Corp. and James D. Durham.
10.18(23)# Executive Employment Agreement dated March 22, 2004 by and
between Crdentia Corp. and William S. Leftwich.
10.19(23)# Notice of Stock Option Award and Stock Option Award Agreement
dated April 8, 2004 by and between Crdentia Corp. and William
S. Leftwich.
10.20(24)# Amendment to Notice of Stock Award and Stock Option Agreement
dated April 8, 2004 by and between Crdentia Corp. and Thomas
H. Herman.
10.21(24)# Amendment to Notice of Stock Award and Stock Option Agreement
dated April 8, 2004 by and between Crdentia Corp. and C. Fred
Toney.
10.22(25) Stock Purchase Agreement dated May 18, 2004 by and among
Crdentia Corp., MedCap Partners L.P. and the parties listed on
the Schedule of Stockholders attached thereto as Exhibit A.
10.23(26) Loan and Security Agreement dated June 16, 2004 by and among
Crdentia Corp., Baker Anderson Christie, Inc., Nurses Network,
Inc., New Age Staffing, Inc., PSR Nurses, Ltd., PSR Nurse
Recruiting, Inc., PSR Nurses Holdings Corp. and Bridge
Healthcare Finance, LLC.
10.24(24)# Crdentia Corp. 2004 Stock Incentive Plan.
10.25(24)# Form of Notice of Stock Option Award and Stock Option Award
Agreement (Employees) under the Crdentia Corp. 2004 Stock
Incentive Plan.
10.26(8)# Form of Notice of Stock Option Award and Stock Option Award
Agreement (Directors) under the Crdentia Corp. 2004 Stock
Incentive Plan.
10.27(24)# Form of Notice of Stock Option Award and Stock Option Award
Agreement (Senior Officers) under the Crdentia Corp. 2004
Stock Incentive Plan.
Exhibit No. Description
----------- -----------
10.28(24)# Form of Notice of Stock Bonus Award and Stock Bonus Award
Agreement under the Crdentia Corp. 2004 Stock Incentive Plan.
10.29(32)# Notice of Stock Option Award and Stock Option Award Agreement
dated August 3, 2004 by and between Crdentia Corp. and James
D. Durham.
10.30(32)# Notice of Stock Option Award and Stock Option Award Agreement
dated August 3, 2004 by and between Crdentia Corp.
and Pamela Atherton.
10.31(15) Loan and Security Agreement dated August 31, 2004 by and among
Crdentia Corp., Baker Anderson Christie, Inc., Nurses Network,
Inc., New Age Staffing, Inc., PSR Nurses, Ltd., PSR Nurse
Recruiting, Inc., PSR Nurses Holdings Corp., CRDE Corp., AHHC
Acquisition Corporation, CPS Acquisition Corporation and Bridge
Opportunity Finance, LLC.
10.32(15)# Executive Employment Agreement, dated as of August 31, 2004 by
and between Crdentia Corp. and William C. Crocker.
10.33(27)# Separation Agreement and General Release by and between
Crdentia Corp. and William S. Leftwich, dated September 15,
2004.
10.34(28) Makewell Agreement dated August 31, 2004 by and between
Crdentia Corp., MedCap Partners L.P., Bridge Healthcare
Finance, LLC and Bridge Opportunity Finance, LLC.
10.35(29)# Form of Indemnification Agreement.
10.36(30) Secured Promissory Note, dated November 29, 2004, issued by
Crdentia Corp., Baker Anderson Christie, Inc., Nurses Network,
Inc., New Age Staffing, Inc., PSR Nurses, Ltd., PSR Nurse
Recruiting, Inc., PSR Nurses Holdings Corp., CRDE Corp.,
Arizona Home Health Care/Private Duty, Inc. and Care Pros
Staffing, Inc. to MedCap Partners L.P.
10.37(30) Security Agreement, dated November 29, 2004, by and among
Crdentia Corp., Baker Anderson Christie, Inc., Nurses Network,
Inc., New Age Staffing, Inc., PSR Nurses, Ltd., PSR Nurse
Recruiting, Inc., PSR Nurses Holdings Corp., CRDE Corp.,
Arizona Home Health Care/Private Duty, Inc., Care Pros
Staffing, Inc. and MedCap Partners L.P.
10.38(8) Amended and Restated Loan and Security Agreement - Revolving
Loans, dated as of November 30, 2004, between Bridge Healthcare
Finance, LLC, as Lender, and Crdentia Corp., Baker Anderson
Christie, Inc., Nurses Network, Inc., New Age Staffing, Inc.,
PSR Nurses, Ltd., PSR Nurse Recruiting, Inc., PSR Nurses
Holdings Corp., CRDE Corp., Arizona Home Health Care/Private
Duty, Inc. and Care Pros Staffing, Inc., as Borrower.
10.39(8) First Amendment to Loan and Security Agreement - Term Loan,
dated as of November 30, 2004, between Bridge Opportunity
Finance, LLC, as Lender, and Crdentia Corp., Baker Anderson
Christie, Inc., Nurses Network, Inc., New Age Staffing, Inc.,
PSR Nurses, Ltd., PSR Nurse Recruiting, Inc., PSR Nurses
Holdings Corp., CRDE Corp., Arizona Home Health Care/Private
Duty, Inc. and Care Pros Staffing, Inc., as Borrower.
10.40(18) Secured Promissory Note, dated January 4, 2005, issued by
Crdentia Corp., Baker Anderson Christie, Inc., Nurses Network,
Inc., New Age Staffing, Inc., PSR Nurses, Ltd., PSR Nurse
Recruiting, Inc., PSR Nurses Holdings Corp., CRDE Corp.,
Arizona Home Health Care/Private Duty, Inc. and Care Pros
Staffing to MedCap Partners L.P.
10.41(18) Secured Promissory Note, dated February 2, 2005, issued by
Crdentia Corp., Baker Anderson Christie, Inc., Nurses Network,
Inc., New Age Staffing, Inc., PSR Nurses, Ltd., PSR Nurse
Recruiting, Inc., PSR Nurses Holdings Corp., CRDE Corp.,
Arizona Home Health Care/Private Duty, Inc. and Care Pros
Staffing to MedCap Partners L.P.
10.42(31) Secured Promissory Note, dated March 1, 2005, issued by
Crdentia Corp., Baker Anderson Christie, Inc., Nurses Network,
Inc., New Age Staffing, Inc., PSR Nurses, Ltd., PSR Nurse
Recruiting, Inc., PSR Nurses Holdings Corp., CRDE Corp.,
Arizona Home Health Care/Private Duty, Inc. and Care Pros
Staffing to MedCap Partners L.P.
10.43(31) Amended and Restated Security Agreement, dated March 1, 2005,
by and among Crdentia Corp., Baker Anderson Christie, Inc.,
Nurses Network, Inc., New Age Staffing, Inc., PSR Nurses, Ltd.,
PSR Nurse Recruiting, Inc., PSR Nurses Holdings Corp., CRDE
Corp., Arizona Home Health Care/Private Duty, Inc., Care Pros
Staffing and MedCap Partners L.P.
Exhibit No. Description
----------- -----------
10.44(9) Amendment No. 1, Joinder and Consent to Amended and Restated
Loan and Security Agreement - Revolving Loans, dated March 29,
2005 by and among Crdentia Corp., Baker Anderson Christie,
Inc., Nurses Network, Inc., New Age Staffing, Inc., PSR Nurses,
Ltd., PSR Nurse Recruiting, Inc., PSR Nurses Holdings Corp.,
CRDE Corp., Arizona Home Health Care/Private Duty, Inc., Care
Pros Staffing, Inc., HIP Holding, Inc., Health Industry
Professionals, L.L.C., Travmed USA, Inc. and Bridge Healthcare
Finance, LLC.
10.45(9) Amendment No. 2, Joinder and Consent to Loan and Security
Agreement - Term Loan, dated March 29, 2005 by and among
Crdentia Corp., Baker Anderson Christie, Inc., Nurses Network,
Inc., New Age Staffing, Inc., PSR Nurses, Ltd., PSR Nurse
Recruiting, Inc., PSR Nurses Holdings Corp., CRDE Corp.,
Arizona Home Health Care/Private Duty, Inc., Care Pros
Staffing, Inc., HIP Holding, Inc., Health Industry
Professionals, L.L.C., Travmed USA, Inc. and Bridge Opportunity
Finance, LLC.
10.46#(33) Amendment to Restricted Stock Purchase Agreement, dated as of
August 3, 2004, by and among Crdentia Corp. and Robert Oliver.
10.47#(33) Amendment to Restricted Stock Purchase Agreement, dated as of
August 3, 2004, by and among Crdentia Corp. and Joseph M.
DeLuca.
10.48#(33) Amendment to Restricted Stock Purchase Agreement, dated as of
August 3, 2004, by and among Crdentia Corp. and Robert
Kenneth.
10.49#(34) Executive Employment Agreement dated May 31, 2005 by and
between Crdentia Corp. and James J. TerBeest.
10.50#(34) Notice of Restricted Stock Bonus Award and Restricted Stock
Bonus Agreement dated May 31, 2005 by and between Crdentia
Corp. and James D. Durham.
10.51#(34) Notice of Restricted Stock Bonus Award and Restricted Stock
Bonus Agreement dated May 31, 2005 by and between Crdentia
Corp. and Pamela G. Atherton.
10.52#(34) Notice of Restricted Stock Bonus Award and Restricted Stock
Bonus Agreement dated May 31, 2005 by and between Crdentia
Corp. and James J. TerBeest.
10.53#(34) Notice of Restricted Stock Bonus Award and Restricted Stock
Bonus Agreement dated May 31, 2005 by and between Crdentia
Corp. and Vicki L. Smith.
23.1 Consent of KBA Group LLP.
23.2 Consent of BDO Seidman, LLP.
23.3 Consent of Morrison & Foerster LLP (contained in Exhibit 5.1)
24.1(33) Power of Attorney (included in the signature page of this
Registration Statement)
----------------------
# Indicates management contract or compensatory plan.
(1) Previously filed on Form 8-K with the Securities and Exchange Commission on
June 20, 2003 and incorporated herein by reference.
(2) Previously filed on Form 8-K with the Securities and Exchange Commission on
July 18, 2003 and incorporated herein by reference.
(3) Previously filed on Form 10-QSB with the Securities and Exchange Commission
on August 12, 2003 and incorporated herein by reference.
(4) Previously filed on Form 8-K with the Securities and Exchange Commission on
October 8, 2003 and incorporated herein by reference.
(5) Previously filed on Form 8-K with the Securities and Exchange Commission on
September 16, 2003 and incorporated herein by reference.
(6) Previously filed on Form 8-K with the Securities and Exchange Commission on
November 6, 2003 and incorporated herein by reference.
(7) Previously filed on Form 8-K with the Securities and Exchange Commission on
September 1, 2004 and incorporated herein by reference.
(8) Previously filed on Form 10-KSB with the Securities and Exchange Commission
on March 31, 2005 and incorporated herein by reference.
(9) Previously filed on Form 8-K with the Securities and Exchange Commission on
April 1, 2005 and incorporated herein by reference.
(10) Previously filed on Form 8-K with the Securities and Exchange Commission on
August 22, 2002 and incorporated herein by reference.
(11) Previously filed on Form 8-K/A with the Securities and Exchange Commission
on June 28, 2004 and incorporated herein by reference.
(12) Previously filed on Form 8-K with the Securities and Exchange Commission on
January 7, 2005 and incorporated herein by reference.
(13) Previously filed on Form 8-K with the Securities and Exchange Commission on
August 24, 2004 and incorporated herein by reference.
(14) Previously filed on Form 8-K/A with the Securities and Exchange Commission
on October 18, 2004 and incorporated herein by reference.
(15) Previously filed on Form 8-K with the Securities and Exchange Commission on
September 7, 2004 and incorporated herein by reference.
(16) Previously filed on Form 8-K with the Securities and Exchange Commission on
March 21, 2005 and incorporated herein by reference.
(17) Previously filed on Form 10-KSB with the Securities and Exchange Commission
on March 30, 2004 and incorporated herein by reference.
(18) Previously filed on Form 10-QSB with the Securities and Exchange Commission
on May 16, 2005 and incorporated herein by reference.
(19) Previously filed on Form 8-K with the Securities and Exchange Commission on
January 12, 2004 and incorporated herein by reference.
(20) Previously filed on Form 10-QSB with the Securities and Exchange Commission
on November 14, 2003 and incorporated herein by reference.
(21) Previously filed on Form 10-KSB with the Securities and Exchange Commission
on November 27, 2002 and incorporated herein by reference.
(22) Previously filed on Form 10-KSB with the Securities and Exchange Commission
on March 11, 2003 and incorporated herein by reference.
(23) Previously filed on Form 10-QSB with the Securities and Exchange Commission
on May 17, 2004 and incorporated herein by reference.
(24) Previously filed on Registration Statement on Form S-8 with the Securities
and Exchange Commission on May 27, 2005 and incorporated herein by
reference.
(25) Previously filed on Form 8-K with the Securities and Exchange Commission on
May 20, 2004 and incorporated herein by reference.
(26) Previously filed on Form 8-K with the Securities and Exchange Commission on
June 22, 2004 and incorporated herein by reference.
(27) Previously filed on Form 8-K with the Securities and Exchange Commission on
September 16, 2004 and incorporated herein by reference.
(28) Previously filed on Form 8-K with the Securities and Exchange Commission on
October 25, 2004 and incorporated herein by reference.
(29) Previously filed on Form 10-QSB/A with the Securities and Exchange
Commission on September 9, 2004 and incorporated herein by reference.
(30) Previously filed on Form 8-K with the Securities and Exchange Commission on
December 3, 2004 and incorporated herein by reference.
(31) Previously filed on Form 8-K with the Securities and Exchange Commission on
March 4, 2005 and incorporated herein by reference.
(32) Previously filed on Form 10-QSB with the Securities and Exchange Commission
on November 15, 2004 and incorporated herein by reference.
(33) Previously filed on Registration Statement on Form S-2 with the Securities
and Exchange Commission on June 1, 2005 and incorporated herein by
reference.
(34) Previously filed on Form 8-K with the Securities and Exchange Commission on
June 6, 2005 and incorporated herein by reference.