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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13D
Under the Securities Exchange Act of 1934
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AMN HEALTHCARE SERVICES, INC.
(Name of Issuer)
COMMON STOCK, PAR VALUE $0.01 PER SHARE
(Title of Class of Securities)
001744101
(CUSIP Number)
STEVEN FRANCIS
C/O AMN HEALTHCARE SERVICES, INC.
12235 EL CAMINO REAL, SUITE 200
SAN DIEGO, CALIFORNIA 92130
TEL. NO.: (800) 282-0300
(Name, Address and Telephone Number of
Person Authorized to Receive Notices
and Communications)
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MARCH 18, 2002
(Date of Event which Requires Filing
of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 1(f) or 1(g), check the following box [_].
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-1(a) for other
parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
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CUSIP 001744101 Page 2 of 12
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NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Steven Francis
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_]
(b) [X]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
PF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e)
[_]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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7 SOLE VOTING POWER
1,196,710
(Includes options to purchase
1,196,610 shares of Common Stock)
NUMBER OF ------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY OWNED BY EACH
REPORTING 1,216,822
PERSON ------------------------------------------------
WITH 9 SOLE DISPOSITIVE POWER
1,196,710
(Includes options to purchase
1,196,610 shares of Common Stock)
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10 SHARED DISPOSITIVE POWER
1,216,822
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,413,532
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[_]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.6%
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14 TYPE OF REPORTING PERSON
IN
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CUSIP 001744101 Page 3 of 12
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NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
The Francis Family Trust, dated May 24, 1996, as amended
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_]
(b) [X]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
PF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e)
[_]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
California
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7 SOLE VOTING POWER
-0-
NUMBER OF ------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY OWNED BY EACH
REPORTING 1,214,422
PERSON ------------------------------------------------
WITH 9 SOLE DISPOSITIVE POWER
-0-
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10 SHARED DISPOSITIVE POWER
1,214,422
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,214,422
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[_]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.8%
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14 TYPE OF REPORTING PERSON
OO
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CUSIP 001744101 Page 4 of 12
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ITEM 1. SECURITY AND ISSUER.
This Statement on Schedule 13D relates to shares of common
stock, par value $0.01 per share (the "Common Stock"), of AMN Healthcare
Services, Inc., a Delaware corporation (the "Company"). The address of the
principal executive offices of the Company is 12235 El Camino Real, Suite 200,
San Diego, California 92130.
ITEM 2. IDENTITY AND BACKGROUND.
(a) This Statement on Schedule 13D is being filed by Steven
Francis ("Mr. Francis") and The Francis Family Trust dated May 24, 1996, as
amended, a California trust (the "Trust" and collectively, the "Reporting
Persons").
(b) - (c)
STEVEN FRANCIS
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Mr. Francis is the President and Chief Executive Officer of
the Company. The business address of Mr. Francis is 12235 El Camino Real, Suite
200, San Diego, California 92130.
THE FRANCIS FAMILY TRUST
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The Trust is a revocable trust established under the laws of
California, the principal business of which is to hold property on behalf of the
beneficiaries. The principal address of the Trust is P.O. Box 675770, Rancho
Santa Fe, CA 92067. Pursuant to Instruction C to Schedule 13D of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), the name, residence or
business address, and present principal occupation or employment of each Trustee
of the Trust is set forth below:
PRINCIPAL
OCCUPATION OR
NAME BUSINESS ADDRESS EMPLOYMENT
Steven Francis 12235 El Camino Real, President and CEO of AMN
Suite 200, San Diego, Healthcare Services, Inc.
California
92130
Gayle Francis P.O. Box 675770, Rancho Entrepreneur
Santa Fe, CA 92067
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CUSIP 001744101 Page 5 of 12
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(d) None of the entities or persons identified in this Item
2 has, during the last five years, been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors).
(e) None of the entities or person identified in this Item 2
has, during the last five years, been a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction and as a result of
such proceeding was or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to, federal
or state securities laws or finding any violation with respect to such laws.
(f) All of the natural persons identified in this Item 2 are
citizens of the United States of America.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Mr. Francis is a co-founder of AMN Healthcare, Inc., the
Company's predecessor company. On November 16, 2001, the Company completed an
initial public offering of its Common Stock (the "Offering"). Except with
respect to an aggregate of 2,500 shares of Common Stock purchased in the
Offering for an aggregate purchase price of $42,900, Mr. Francis acquired the
Common Stock as a founder of the predecessor company. In addition, prior to the
Offering, in his capacity as an executive officer of the Company, Mr. Francis
had been granted options to purchase a total of 2,966,449 shares of Common
Stock. As of May 16, 2002, 1,196,610 of such options (all of which were granted
to Mr. Francis by the Company prior to the Offering), will become exercisable,
thus triggering the filing of this Statement on Schedule 13D.
ITEM 4. PURPOSE OF TRANSACTION.
The Reporting Persons acquired the securities described herein
(i) in connection with the founding of the Company, (ii) for investment purposes
and (iii) in the case of the options, as compensation.
Neither the Trust nor Mr. Francis, in his individual capacity,
have any present plans or proposals that relate to or that would result in:
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CUSIP 001744101 Page 6 of 12
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(a) The acquisition by any person of additional securities
of the issuer (other than shares of Common Stock to be acquired upon the
exercise of outstanding options or options granted under the AMN Healthcare
Services, Inc. 2001 Stock Option Plan), or the disposition of securities of the
Company;
(b) An extraordinary corporate transaction, such as a
merger, reorganization or liquidation, involving the Company or any of its
subsidiaries;
(c) A sale or transfer of a material amount of assets of the
Company or any of its subsidiaries;
(d) Any change in the present board of directors or
management of the Company, including any plans or proposals to change the number
or term of directors or to fill any existing vacancies on the board;
(e) Any material change in the Company's business or
corporate structure;
(f) Any other material change in the Company's business or
corporate structure;
(g) Changes in the Company's charter, bylaws or instruments
corresponding thereto or other actions which may impede the acquisition of
control of the Company by any person;
(h) Causing a class of securities of the Company to be
delisted from a national securities exchange or to cease to be authorized to be
quoted in an inter-dealer quotation system of a registered national securities
association;
(i) A class of equity securities of the Company becoming
eligible for termination of registration pursuant to Section 12(g)(4) of the
Exchange Act; or
(j) Any action similar to any of those enumerated above.
Notwithstanding the above, Mr. Francis may, in his capacity as
an executive officer of the Company, have plans or proposals relating to items
(a) through (j) above and to such extent Mr. Francis declines to indicate such
plans or proposals, and disclaims any obligation to update such disclosure,
except to the extent they derive from his status as a stockholder instead
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CUSIP 001744101 Page 7 of 12
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of an executive officer. In addition, Mr. Francis may, at any time and from time
to time, and reserves the right to, acquire additional securities of the
Company, dispose of any such securities of the Company or formulate plans or
proposals regarding the Company or its securities, to the extent deemed
advisable by Mr. Francis in light of his general investment policy, market
conditions or other factors.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) As of the date hereof, Mr. Francis may be deemed to
beneficially own an aggregate of 2,413,532 shares of Common Stock (which
includes 1,214,422 shares of Common Stock held as a Trustee of the Trust, an
aggregate of 100 shares of Common Stock held directly by Mr. Francis, an
aggregate of 2,400 shares of Common Stock held as custodian for his son and
daughter and 1,196,610 shares of Common Stock subject to options exercisable
within 60 days of March 18, 2002) which, based on calculations made in
accordance with Rule 13d-3(d) of the Exchange Act and there being 42,289,770
shares of Common Stock outstanding as of April 26, 2002 as disclosed by the
Company in its Quarterly Report on Form 10-Q for the quarter ended March 31,
2002 as filed with the Securities and Exchange Commission on April 26, 2002,
represents approximately 5.6% of the outstanding shares of Common Stock on a
diluted basis in accordance with Rule 13d-3(d).
The Trust may be deemed to beneficially own 1,214,422 shares
of Common Stock which, based on calculations made in accordance with Rule
13d-3(d) and there being 42,289,770 shares of Common Stock outstanding as of
April 26, 2002 as disclosed by the Company in its Quarterly Report on Form 10-Q
for the quarter ended March 31, 2002 as filed with the Securities and Exchange
Commission on April 19, 2002, represents approximately 2.8% of the outstanding
shares of Common Stock.
(b) Mr. Francis may be deemed to have sole power to direct
the vote and the sole power to direct the disposition of the 1,196,710 shares of
Common Stock owned directly by him; Mr. Francis together with his wife, Gayle
Francis, as Trustees of the Trust, may be deemed to have shared power to direct
the vote and the shared power to direct the disposition of the 1,214,422 shares
of Common Stock owned directly by the Trust; and Mr. Francis, together
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CUSIP 001744101 Page 8 of 12
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with his wife, Gayle Francis, may be deemed to have shared power to direct the
vote and the shared power to direct the disposition of the 2,400 aggregate
shares of Common Stock held as custodian for his son and daughter.
(c) Except as set forth herein, to the knowledge of the
Reporting Persons with respect to the persons named in response to paragraph
(a), none of the persons named in response to paragraph (a) has effected any
transactions in shares of Common Stock during the past 60 days.
(d) Other than with respect to the 2,400 aggregate shares of
Common Stock held as custodian by Mr. Francis for his son and daughter and as to
which Mr. Francis' son and daughter have the right to receive dividends from, or
proceeds from the sale of the shares of Common Stock, no person other than the
persons listed is known to have the right to receive or the power to direct the
receipt of dividends from, or the proceeds from the sale of, any securities
owned by any member of the group.
(e) Not Applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS
OR RELATIONSHIP WITH RESPECT TO THE ISSUER.
On November 16, 2001, the Company completed the Offering. In
connection with the Offering, and simultaneously with the consummation thereof,
the Company, Mr. Francis, the Trust and certain other stockholders entered into
a registration rights agreement (the "Registration Rights Agreement"). Pursuant
to the Registration Rights Agreement, Mr. Francis and the Trust will be entitled
to "piggy-back" registration rights pursuant to which they will have a right to
participate in registrations initiated by the Company or certain other
stockholders of the Company.
In addition, Mr. Francis is a participant in the Company's (i)
1999 Performance Stock Option Plan, (ii) 1999 Super-Performance Stock Option
Plan and (iii) 2001 Stock Option Plan (collectively, the "Plans") pursuant to
which an aggregate of 2,966,449 options have been granted to him.
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CUSIP 001744101 Page 9 of 12
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The foregoing references to the Registration Rights Agreement
and the Plans are qualified in their entirety by reference to Exhibits 2 through
13, which are incorporated by reference herein.
ITEM 7. MATERIALS TO BE FILED AS EXHIBITS.
Exhibit 1: Agreement relating to the filing of joint
acquisition statements as required by
Rule 13d-1(k)(1) under the Securities
Exchange Act of 1934, as amended.
Exhibit 2: Registration Rights Agreement among the
Company, Mr. Francis, the Trust and other
stockholders, incorporated by reference
to the exhibits filed with the Company's
Registration Statement on Form S-1
(File No. 333-65168).
Exhibit 3: 1999 Performance Stock Option Plan Stock
Option Agreement, dated as of November
19, 1999, between the Company and Steven
Francis, incorporated by reference to the
exhibits filed with the Company's
Registration Statement on Form S-1
(File No. 333-65168).
Exhibit 4: Amendment, dated as of December 13, 2000,
to the 1999 Performance Stock Option Plan
Stock Option Agreement, dated as of
November 19, 1999, between the Company
and Steven Francis, incorporated by
reference to the exhibits filed with the
Company's Registration Statement on
Form S-1 (File No. 333-65168).
Exhibit 5: Amendment No. 2, dated as of July 24,
2001, to the 1999 Performance Stock
Option Plan Stock Option Agreement, dated
as of November 19, 1999, as amended
December 13, 2000, between the Company
and Steven Francis, incorporated by
reference to the exhibits filed with the
Company's Registration Statement on
Form S-1 (File No. 333-65168).
Exhibit 6: 1999 Super-Performance Stock Option Plan
Stock Option Agreement, dated as of
November 19, 1999, between the Company
and Steven Francis, incorporated by
reference to the exhibits filed with the
Company's Registration Statement on
Form S-1 (File No. 333-65168).
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CUSIP 001744101 Page 10 of 12
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Exhibit 7: Amendment, dated as of December 13, 2000,
to the Super-Performance Stock Option
Plan Stock Option Agreement, dated as of
November 19, 1999, between the Company
and Steven Francis, incorporated by
reference to the exhibits filed
with the Company's Registration Statement
on Form S-1 (File No. 333-65168).
Exhibit 8: Amendment No. 2, dated as of July 24,
2001, to the 1999 Super-Performance Stock
Option Plan Stock Option Agreement, dated
as of November 19, 1999, as amended
December 13, 2000, between the Company
and Steven Francis, incorporated by
reference to the exhibits filed with the
Company's Registration Statement on
Form S-1 (File No. 333-65168).
Exhibit 9: 1999 Performance Stock Option Plan Stock
Option Agreement, dated as of December
13, 2000, between the Company and Steven
Francis, incorporated by reference to the
exhibits filed with the Company's
Registration Statement on Form S-1
(File No. 333-65168).
Exhibit 10: Amendment, dated as of July 24, 2001, to
the 1999 Performance Stock Option Plan
Stock Option Agreement, dated as of
December 13, 2000, between the Company
and Steven Francis, incorporated by
reference to the exhibits filed with the
Company's Registration Statement on
Form S-1 (File No. 333-65168).
Exhibit 11: 1999 Super-Performance Stock Option Plan
Stock Option Agreement, dated as of
December 13, 2000, between the Company
and Steven Francis, incorporated by
reference to the exhibits filed with the
Company's Registration Statement on
Form S-1 (File No. 333-65168).
Exhibit 12: Amendment, dated as of July 24, 2001, to
the 1999 Super-Performance Stock Option
Plan Stock Option Agreement, dated as of
December 13, 2000, between the Company
and Steven Francis, incorporated by
reference to the exhibits filed with the
Company's Registration Statement on
Form S-1 (File No. 333-65168).
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CUSIP 001744101 Page 11 of 12
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Exhibit 13: 2001 Stock Option Plan Stock Option
Agreement, dated as of January 17, 2002,
between the Company and Steven Francis,
incorporated by reference to the exhibits
filed with the Company's Registration
Statement on Form S-1 (File No. 333-
86952).
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CUSIP 001744101 Page 12 of 12
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SIGNATURES
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true,
complete and correct.
Dated as of April 30, 2002.
/s/ Steven Francis
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STEVEN FRANCIS
THE FRANCIS FAMILY TRUST,
dated May 24, 1996, as amended
/s/ Steven Francis
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By: Steven Francis, as Trustee of the
Francis Family Trust dated
May 24, 1996, as amended
/s/ Gayle Francis
---------------------------------
By: Gayle Francis, as Trustee of the
Francis Family Trust dated
May 24, 1996, as amended
EXHIBIT 1
to SCHEDULE 13D
JOINT ACQUISITION STATEMENT
PURSUANT TO RULE 13D-(k)(1)
The undersigned acknowledge and agree that the foregoing statement
on Schedule 13D is filed on behalf of each of the undersigned and that all
subsequent amendments to this statement on Schedule 13D shall be filed on behalf
of each of the undersigned without the necessity of filing additional joint
acquisition statements. The undersigned acknowledge that each shall be
responsible for the timely filing of such amendments, and for the completeness
and accuracy of the information concerning him, her or it contained herein, but
shall not be responsible for the completeness and accuracy of the information
concerning the other entities or persons, except to the extent that he, she or
it knows or has reason to believe that such information is accurate.
Dated: April 30, 2002
/s/ Steven Francis
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STEVEN FRANCIS
THE FRANCIS FAMILY TRUST,
dated May 24, 1996, as amended
/s/ Steven Francis
---------------------------------
By: Steven Francis, as Trustee of the
Francis Family Trust dated
May 24, 1996, as amended
/s/ Gayle Francis
---------------------------------
By: Gayle Francis, as Trustee of the
Francis Family Trust dated
May 24, 1996, as amended