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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________
SCHEDULE 13D
Under the Securities Exchange Act of 1934
_______________________
AMN HEALTHCARE SERVICES, INC.
(Name of Issuer)
COMMON STOCK, PAR VALUE $0.01 PER SHARE
(Title of Class of Securities)
001744101
(CUSIP Number)
STEVEN C. FRANCIS
C/O AMN HEALTHCARE SERVICES, INC.
12400 HIGH BLUFF DRIVE, SUITE 100
SAN DIEGO, CALIFORNIA 92130
TEL. NO.: (858) 720-1613
(Name, Address and Telephone Number of
Person Authorized to Receive Notices
and Communications)
_______________________
NOVEMBER 1, 2003
(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 13
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Steven C. 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
2,629,928
(Includes options to purchase 2,629,828
NUMBER OF shares of Common Stock)
SHARES ------------------------------------------------
BENEFICIALLY OWNED 8 SHARED VOTING POWER
BY EACH
REPORTING 216,822
PERSON ------------------------------------------------
WITH 9 SOLE DISPOSITIVE POWER
2,629,928
(Includes options to purchase 2,629,828
shares of Common Stock)
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10 SHARED DISPOSITIVE POWER
216,822
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,846,750
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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)
9.2%
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14 TYPE OF REPORTING PERSON
IN
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CUSIP 001744101 Page 3 of 13
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1 NAME OF REPORTING PERSON
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
NUMBER OF
SHARES ------------------------------------------------
BENEFICIALLY OWNED 8 SHARED VOTING POWER
BY EACH
REPORTING 214,422
PERSON ------------------------------------------------
WITH 9 SOLE DISPOSITIVE POWER
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10 SHARED DISPOSITIVE POWER
214,422
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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)
0.8%
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14 TYPE OF REPORTING PERSON
OO
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CUSIP 001744101 Page 4 of 13
EXPLANATORY NOTE:
The Reporting Persons (as defined below) filed a Schedule 13G
on March 31, 2003 with the Securities and Exchange Commission reporting
beneficial ownership of some of the shares of common stock, par value $0.01 per
share (the "Common Stock"), reported as being beneficially owned in this
Statement on Schedule 13D. On December 31, 2003, options to purchase 691,607
shares of Common Stock, representing over 2% of the outstanding Common Stock
(based on the number of outstanding shares of Common Stock reported by the
Company in Amendment No. 4 to its Tender Offer Statement on Schedule TO as filed
with the Securities and Exchange Commission on October 16, 2003), held by one of
the Reporting Persons will become exercisable, thus triggering the filing of
this Statement on Schedule 13D.
ITEM 1. SECURITY AND ISSUER.
This Statement on Schedule 13D relates to shares of Common
Stock of AMN Healthcare Services, Inc., a Delaware corporation (the "Company").
The address of the principal executive offices of the Company is 12400 High
Bluff Drive, Suite 100, 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 C. FRANCIS
-----------------
Mr. Francis is the Chief Executive Officer of the Company. The
business address of Mr. Francis is 12400 High Bluff Drive, Suite 100, San Diego,
California 92130.
THE FRANCIS FAMILY TRUST
------------------------
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, California 92067. Pursuant to
CUSIP 001744101 Page 5 of 13
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 C. Francis 12400 High Bluff Drive Chief Executive Officer of
Suite 100, San Diego, AMN Healthcare Services,
California 92130 Inc.
Gayle A. Francis P.O. Box 675770, Rancho Entrepreneur
Santa Fe, California 92067
(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 the Company's predecessor
company. On November 16, 2001, the Company completed an initial public offering
of its Common Stock (the "Initial Public Offering"). Except with respect to an
aggregate of 2,400 shares of Common Stock purchased in the Initial Public
Offering with personal funds (for an aggregate purchase price of $40,800) and
100 shares of Common Stock purchased in the open market on November 14, 2001
with personal funds (for an aggregate purchase price of $2,100), Mr. Francis
acquired the Common Stock as a founder of the predecessor company. In addition,
in his capacity as an executive officer of the Company, Mr. Francis has been
granted options to purchase a total of
CUSIP 001744101 Page 6 of 13
3,166,449 shares of Common Stock, 1,938,221 of which are currently exercisable.
On December 31, 2003, options to purchase 691,607 shares of Common Stock (all of
which were granted to Mr. Francis by the Company prior to the Initial Public
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:
(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 present capitalization or
dividend policy of the Company;
(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;
CUSIP 001744101 Page 7 of 13
(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 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 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 2,846,750 shares of Common Stock (which
includes 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 2,629,828 shares of Common Stock subject to options exercisable
within 60 days of November 1, 2004) which, based on calculations made in
accordance with Rule 13d-3(d) of the Exchange Act and there being 28,120,340
shares of Common Stock outstanding as of October 16, 2003 (as reported by the
Company in Amendment No. 4 to its Tender Offer Statement on Schedule TO as filed
with the Securities and Exchange Commission on October 16, 2003), represents
approximately 9.2% of the outstanding shares of Common Stock.
The Trust may be deemed to beneficially own 214,422 shares of
Common Stock which, based on calculations made in accordance with Rule 13d-3(d)
and there being 28,120,340 shares of Common Stock outstanding as of October 16,
2003 (as reported by the Company in
CUSIP 001744101 Page 8 of 13
Amendment No. 4 to its Tender Offer Statement on Schedule TO as filed with the
Securities and Exchange Commission on October 16, 2003), represents
approximately 0.8% 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 2,629,928
shares of Common Stock beneficially owned directly by him; Mr. Francis together
with his wife, Gayle A. 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 214,422 shares of Common Stock owned directly by the Trust; and Mr.
Francis, together with his wife, Gayle A. 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 Initial Public
Offering. In connection with the Initial Public 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
CUSIP 001744101 Page 9 of 13
Agreement, Mr. Francis and the Trust are entitled to "piggy-back" registration
rights pursuant to which they 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 3,166,449 options have been granted to him.
The foregoing references to the Registration Rights Agreement
and the Plans are qualified in their entirety by reference to Exhibits 2 through
17, 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: AMN Healthcare Services, Inc. 1999
Performance Stock Option Plan, incorporated
by reference to the exhibits filed with the
Company's Registration Statement on Form S-1
(File No. 333-65168).
Exhibit 4: AMN Healthcare Services, Inc. 1999
Super-Performance Stock Option Plan,
incorporated by reference to the exhibits
filed with the Company's Registration
Statement on Form S-1 (File No. 333-65168).
Exhibit 5: AMN Healthcare Services, Inc. 2001 Stock
Option Plan, incorporated by reference to
the exhibits filed with the Company's
Registration Statement on Form S-1 (File No.
333-65168).
CUSIP 001744101 Page 10 of 13
Exhibit 6: 1999 Performance Stock Option Plan Stock
Option Agreement, dated as of November 19,
1999, between the Company and Steven C.
Francis, incorporated by reference to the
exhibits filed with the Company's
Registration Statement on Form S-1 (File No.
333-65168).
Exhibit 7: 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 C.
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 Performance Stock Option Plan
Stock Option Agreement, dated as of November
19, 1999, as amended December 13, 2000,
between the Company and Steven C. 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 Super-Performance Stock Option Plan
Stock Option Agreement, dated as of November
19, 1999, between the Company and Steven C.
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 December 13, 2000, to
the Super-Performance Stock Option Plan
Stock Option Agreement, dated as of November
19, 1999, between the Company and Steven C.
Francis, incorporated by reference to the
exhibits filed with the Company's
Registration Statement on Form S-1 (File No.
333-65168).
Exhibit 11: 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 C.
Francis, incorporated by reference to the
exhibits filed with the Company's
Registration Statement on Form S-1 (File No.
333-65168).
CUSIP 001744101 Page 11 of 13
Exhibit 12: 1999 Performance Stock Option Plan Stock
Option Agreement, dated as of December 13,
2000, between the Company and Steven C.
Francis, incorporated by reference to the
exhibits filed with the Company's
Registration Statement on Form S-1 (File No.
333-65168).
Exhibit 13: 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 C.
Francis, incorporated by reference to the
exhibits filed with the Company's
Registration Statement on Form S-1 (File No.
333-65168).
Exhibit 14: 1999 Super-Performance Stock Option Plan
tock Option Agreement, dated as of December
13, 2000, between the Company and Steven C.
Francis, incorporated by reference to the
exhibits filed with the Company's
Registration Statement on Form S-1 (File No.
333-65168).
Exhibit 15: 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 C.
Francis, incorporated by reference to the
exhibits filed with the Company's
Registration Statement on Form S-1 (File No.
333-65168).
Exhibit 16: 2001 Stock Option Plan Stock Option
Agreement, dated as of January 17, 2002,
between the Company and Steven C. Francis,
incorporated by reference to the exhibits
filed with the Company's Registration
Statement on Form S-1 (File No. 333-86952).
Exhibit 17: 2001 Stock Option Plan Stock Option
Agreement, dated as of May 8, 2003, between
the Company and Steven C. Francis,
incorporated by reference to the exhibits
filed with the Company's Tender Offer
Statement on Schedule TO (File No.
005-77951).
CUSIP 001744101 Page 12 of 13
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 November 3, 2003.
/s/ Steven C. Francis
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STEVEN C. FRANCIS
THE FRANCIS FAMILY TRUST,
dated May 24, 1996, as amended
/s/ Steven C. Francis
--------------------------------------------
By: Steven C. Francis, as Trustee of the
Francis Family Trust dated May 24, 1996,
as amended
/s/ Gayle A. Francis
--------------------------------------------
By: Gayle A. Francis, as Trustee of the
Francis Family Trust dated May 24, 1996,
as amended