POS AM 1 e601487_posam-american.txt POST-EFFECTIVE AMENDMENT NO. 1 As filed with the United States Securities and Exchange Commission on January , 2007 Registration No. 333- ================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO REGISTRATION STATEMENT ON FORM SB-2 ON REGISTRATION STATEMENT FORM S-3 UNDER THE SECURITIES ACT OF 1933 AMERICAN CARESOURCE HOLDINGS, INC. ------------------------------------------------------ (Exact name of registrant as specified in its charter) Delaware 20-0428568 ------------------------------- ------------------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 5429 Lyndon B. Johnson Freeway, Suite 700 Dallas, Texas 75240 (972) 308-6830 ------------------------------------------------------------------------ (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) Wayne A. Schellhammer President and Chief Executive Officer American CareSource Holdings, Inc. 5429 Lyndon B. Johnson Freeway, Suite 700 Dallas, Texas 75240 (972) 308-6830 -------------------------------------------------- (Name, address, including zip code, and telephone number, including area code, of agent for service) Copy to: Jeffrey A. Baumel, Esq. Veronica H. Montagna, Esq. McCarter & English, LLP Four Gateway Center 100 Mulberry Street Newark, New Jersey 07102 (973) 622-4444 -------------------------------------------------------------------------- Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this Registration Statement. If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. |_| 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, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. |X| If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. |_| 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 registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. |_| If this form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. |_| 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 or until the registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine. EXPLANATORY NOTE This post-effective Amendment No. 1 to Form SB-2 on Form S-3 is being filed to convert the Registration Statement on Form SB-2 (Commission File No. 333-133110) into a Registration Statement on Form S-3, and relates solely to the 4,292,280 shares of common stock of the Registrant registered for resale by the selling stockholders named in the Registration Statement. The number of shares included herein has been reduced from the amount included in the original Registration Statement to the extent that 695,442 shares have been sold by certain of the selling stockholders. The information in this prospectus is not complete and may be changed. These Securities may not be sold until the Registration Statement filed with the Securities & Exchange Commission becomes effective. This prospectus is not an offer to sell these securities and it is not soliciting offers to buy these securities in any state where the offer or sale is not permitted. Subject to Completion, dated January 30, 2007 PRELIMINARY PROSPECTUS AMERICAN CARESOURCE HOLDINGS, INC. 3,596,838 Shares Common Stock The stockholders named in this prospectus are selling up to 3,596,838 shares of our common stock. The selling stockholders may offer and sell their shares on a continuous or delayed basis in the future. Of such shares (i) 1,392,825 shares were issued pursuant to the distribution by dividend of our common stock by Patient Infosystems, Inc. to investors in its October 2005 private offering; (ii) 273,618 shares were issued pursuant to the distribution by dividend of shares of our common stock by Patient Infosystems, Inc. as payment of dividends in the October 2005 dividend distribution of Patient Infosystems' common stock to Series C and Series D preferred stockholders of Patient Infosystems; and (iii) 1,930,395 shares were issued by American CareSource Holdings, Inc. in its March 2006 private placement. Of the above amounts, 313,470 shares are issuable upon exercise of certain common stock purchase warrants issued as compensation to Laidlaw & Company (UK) Ltd. The number of shares included herein has been reduced from the amount included in the original registration statement to the extent that 695,442 shares have been sold by certain of the selling stockholders. All of the distributions referred to above were made exclusively to "accredited investors" as defined in Rule 501 of Regulation D. These sales may be conducted in the open market or in privately negotiated transactions and at market prices, fixed prices or negotiated prices. We will not receive any of the proceeds from the sale of shares by the selling stockholders. Our common stock is currently listed on The American Stock Exchange under the symbol "XSI." On January 29, 2007, the last reported sale price of our common stock on The American Stock Exchange was $2.10 per share. THESE SECURITIES ARE SPECULATIVE AND INVOLVE A HIGH DEGREE OF RISK. PLEASE REFER TO "RISK FACTORS" BEGINNING ON PAGE 4. THE SECURITIES AND EXCHANGE COMMISSION AND STATE SECURITIES REGULATORS HAVE NOT APPROVED OR DISAPPROVED OF THESE SECURITIES, OR DETERMINED IF THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. The date of this prospectus is January __, 2007. TABLE OF CONTENTS ABOUT THIS PROSPECTUS..........................................................1 CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS...........................1 ABOUT AMERICAN CARESOURCE HOLDINGS, INC........................................2 RISK FACTORS...................................................................4 USE OF PROCEEDS................................................................8 SELLING STOCKHOLDERS...........................................................8 PLAN OF DISTRIBUTION..........................................................15 WHERE YOU CAN FIND MORE INFORMATION...........................................16 INCORPORATION BY REFERENCE....................................................16 INDEMNIFICATION...............................................................17 LEGAL MATTERS.................................................................17 EXPERTS.......................................................................17 ABOUT THIS PROSPECTUS No dealer, salesperson or other person has been authorized to give any information or to make any representations other than those contained in this prospectus, and if given or made, such information or representations must not be relied upon as having been authorized by American CareSource Holdings. You should rely only on the information contained or incorporated by reference in this prospectus or in an applicable prospectus supplement, if any, or in any amendment to this prospectus. This prospectus does not constitute an offer to sell or the solicitation of an offer to buy any security other than the common stock offered by this prospectus, or an offer to sell or a solicitation of an offer to buy any security by any person in any jurisdiction in which such offer or solicitation would be unlawful. Neither the delivery of this prospectus nor any sale made hereunder shall, under any circumstances, imply that the information in this prospectus is correct as of any time subsequent to the date of this prospectus. You should assume that the information appearing in this prospectus, as well as the information we filed previously with the Securities and Exchange Commission (the "SEC") and incorporated herein by reference, is accurate only as of the date of the document containing the information. CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS Some of the information in this prospectus may constitute forward-looking statements within the definition of the Private Securities Litigation Reform Act of 1995 ("PSLRA"). However, the safe-harbor provisions of PSLRA do not apply to statements made in this prospectus. You can identify these statements by forward-looking words such as "may," "expect," "anticipate," "contemplate," "believe," "estimate," "intends," and "continue" or similar words. You should read statements that contain these words carefully because they discuss future expectations, contain projections of future results of operations or financial condition or state other "forward-looking" information. 1 We believe it is important to communicate our expectations to our investors. However, we may be unable to accurately predict or control events in the future. The factors listed in the section captioned "Risk Factors," as well as any other cautionary language in this prospectus, provide examples of risks, uncertainties and events that may cause our actual results to differ materially from the expectations we describe in our forward-looking statements. ABOUT AMERICAN CARESOURCE HOLDINGS, INC. American CareSource Holdings, Inc. ("American CareSource Holdings," "Registrant," "we," "us," "our," or the "Company") became an independent public company, on December 23, 2005, after Patient Infosystems, Inc. ("Patient Infosystems") distributed by dividend substantially all of its shares of American CareSource Holdings common stock to Patient Infosystems' stockholders. Public trading of the Company's stock commenced on December 28, 2005 on the OTC Bulletin Board under the symbol "ACSH.OB." On October 19, 2006, the Company's stock was listed for trading on The American Stock Exchange under the symbol "XSI." Our principal executive offices are located at 5429 Lyndon B. Johnson Freeway, Suite 700, Dallas, Texas 75240, and our telephone number is (972) 308-6830. Our Internet address is www.anci-care.com. The information contained on our website is not a part of, and is not incorporated by reference into, this prospectus. American CareSource Holdings is an ancillary benefits management company. Through its comprehensive network, customer service support and claims management services, the Company assists health benefits plan sponsors such as preferred provider organizations, third party administrators, workers compensation benefits administrators, insurance companies, and employers expand the range of provider choices available to their patients while reducing overall ancillary benefits costs. Ancillary healthcare services include a broad array of services that supplement or support the care provided by hospitals and physicians, including the non-hospital, non-physician services associated with surgery centers, free-standing diagnostic imaging centers, home health and infusion, durable medical equipment, orthotics and prosthetics, laboratory and many other services. The Company's wholly owned subsidiary, Ancillary Care Services, Inc. ("Ancillary Care Services"), is a holding company which wholly owns the following operating subsidiaries: Ancillary Care Services Medicare, Inc., Ancillary Care Services Workers Compensation, Inc. and Ancillary Care Services Group Health, Inc. The Company intends to operate its ancillary care services business within each of the foregoing operating subsidiaries. The Company was incorporated in November 2003 under the laws of Delaware as a wholly-owned subsidiary of Patient Infosystems in order to facilitate its acquisition of substantially all of the assets of American CareSource Corporation. American CareSource Corporation had been in operation since 1997. The predecessor company to American CareSource Corporation, Physician's Referral Network, began operating in 1995. The business of American CareSource Holdings includes the previous business of American CareSource Corporation. On December 23, 2005, Patient Infosystems distributed by dividend 12,071,309 of its shares of common stock of American CareSource Holdings, of which 10,091,899 shares of common stock were distributed pursuant to a registration statement on Form SB-2. Patient Infosystems did not receive any proceeds from the distribution of the shares to its stockholders. Approximately 300,000 shares were retained by Patient Infosystems. Of the 300,000 American CareSource Holdings' shares, 146,482 shares were registered under the aforementioned registration statement and 153,518 are restricted shares. The 153,518 restricted shares retained by Patient Infosystems are reserved for issuance by Patient Infosystems to Laidlaw & Company (UK) Ltd. in connection with shares issuable upon the exercise of warrants issued by Patient Infosystems 2 to Laidlaw & Company (UK) Ltd. in connection with the October 2005 private placement described below. Immediately following the distribution, American CareSource Holdings became an independent public company. The American CareSource shares distributed by dividend in December 2005 included dividends on shares sold in October 2005 by Patient Infosystems. In October 2005, Patient Infosystems, in a private placement to accredited investors, sold 3,411,512 shares of its common stock from which it received gross proceeds of approximately $12,000,000. In connection with this transaction, Patient Infosystems granted investors certain registration rights pursuant to a registration rights agreement. The purchasers of the shares of common stock of Patient Infosystems received 1,705,792 shares of common stock of American CareSource Holdings as a result of the dividend declared and paid in connection with the distribution of American CareSource Holdings stock which took place on December 23, 2005. However, the American CareSource Holdings shares issued to such investors were deemed to be restricted securities and issued pursuant to exemptions from registration under the Securities Act. In addition, in connection with the distribution, Laidlaw & Company (UK) Ltd., who acted as the placement agent in the October 2005 private placement, may receive 153,518 restricted shares of American CareSource Holdings common stock upon the exercise of a warrant issued in connection with such private placement. This prospectus updates the prospectus contained in the original registration statement and relates to the registration for resale of 1,239,307 restricted American CareSource Holdings shares issued in the October 2005 private placement, as well as the 153,518 shares underlying the placement agent's warrants. Also in October 2005, Patient Infosystems issued 547,244 shares of common stock valued at $3.44 per share and paid $17,351 in cash to the holders of Patient Infosystems' preferred stock in lieu of accrued dividends which it was obligated to pay upon conversion of such preferred stock into common stock. The holders of these shares also received 273,618 shares of American CareSource Holdings common stock as a result of the dividend declared and paid in connection with the December 23, 2005 distribution. Such American CareSource Holding's shares were also restricted and issued pursuant to an exemption from the registration requirements of the Securities Act. This prospectus updates the prospectus contained in the original registration statement and relates to the registration for resale of 273,618 restricted shares of American CareSource Holdings common stock issued pursuant to the October 2005 dividend. In March 2006, American CareSource Holdings completed a private placement of securities from which it received gross proceeds of approximately $10.0 million. A portion of the proceeds from this transaction was used to re-pay the balance of an existing credit line with Wells Fargo Bank, N.A.. The transaction consisted of a sale to accredited investors of approximately two million shares of common stock. The Company relied upon the exemption from registration provided under Section 4(2) of the Securities Act and Rule 506 of Regulation D promulgated thereunder. The private placement was only made available to "accredited investors" as defined in Rule 501 of Regulation D. Laidlaw & Company (UK) Ltd. acted as the placement agent in connection with the private placement. American CareSource Holdings paid an 8% fee to the placement agent and issued warrants to purchase up to 159,952 shares of common stock with an exercise price of $5.50, in connection with the financing in addition to other costs. Additionally, American CareSource Holdings granted the accredited investors certain registration rights pursuant to a registration rights agreement, in connection with this transaction. As required by the registration rights agreement, the Company filed a registration statement following the final closing of our private placement covering the resale of all shares included therein, as well as the shares underlying the placement agent's warrants. This prospectus updates the prospectus contained in the original registration statement and relates to the registration for resale of 1,770,443 restricted shares of American CareSource Holdings common stock issued in the March 2006 private placement, as well as the 159,952 shares underlying the placement agent's warrants. 3 RISK FACTORS You should carefully consider each of the following risk factors and all of the other information included in this report. The following risks relate principally to our business. If any of the following risks actually occur, our business, financial condition or results of operations could be materially adversely affected. As a result, the market price of shares of our common stock could decline significantly. We have a history of losses, have never been profitable and will likely continue to lose money for the foreseeable future. The Company has incurred net losses in each year since its inception in December 2003 and has an accumulated deficit of approximately $5.9 million as of September 30, 2006. The Company will require significant growth in either claims volume for existing contracts, new contracts or both in order to generate sufficient operational margin to become profitable. No assurances can be given that the Company will be able to generate additional revenues or ever operate profitably in the future. The Company's prospects must be considered in light of the numerous risks, expenses, delays and difficulties frequently encountered in an industry characterized by intense competition, as well as the risks inherent in the development of new programs and the commercialization of new services particularly given its failure to date to operate profitably. We have faced working capital shortfalls and may need to identify additional sources of capital within 12 months to maintain our operations. The Company has never earned profits. Based on the Company's current plans, and as a result of the March 2006 private placement, the Company believes that it has sufficient funds to meet its operating expenses and capital requirements through 2007. In addition, our line of credit terminates during the first quarter of 2007 and we will not renew it. If the Company is unable to reach profitability within the year, it will need to raise additional funds to continue its operations following that period. No assurance can be given that the Company will be able to obtain financing, or successfully sell assets or stock, or, even if such transactions are possible, that they will be on terms reasonable to the Company or that such transactions will enable the Company to satisfy its cash requirements. If the Company does not obtain additional funds, it will likely be required to eliminate programs, delay development of its products, alter its business plans, or, in the extreme situation, cease operations. We have a limited number of customers, a few of which account for a substantial portion of our business. The Company's five largest customers accounted for approximately 94% of its revenues during the quarter ending September 30, 2005 and 98% of its revenue during the quarter ending September 30, 2006. Significant declines in the level of use of the Company's services by one or more of these customers could have a material adverse effect on the Company's business and results of operations. Additionally, an adverse change in the financial condition of any of these customers, including an adverse change as a result of a change in governmental or private reimbursement programs, could have a material adverse effect on its business. No assurance can be given that the Company will not lose additional substantial customers in the future. We historically have not entered into any long-term contracts with any of our customers and failure to retain such customers could have a material adverse effect on our business and results of operations. 4 Generally, the Company does not have any long-term contracts with any of its customers. Currently, the Company has one long-term contract with a customer that is set to extend beyond the next twelve months. In the aggregate, customer agreements that are set to expire within the next twelve months accounted for over 60% of the revenues of the Company during the quarter ended September 30, 2006. There can be no assurance that customers will maintain their agreements with the Company or that customers will renew their contracts upon expiration, or on terms favorable to, the Company. Consequently, the failure to retain such customers could have a material adverse effect on the Company's business and results of operations. The continued services and leadership of our senior management is critical to our ability to maintain growth and any loss of key personnel could adversely affect our business. The future of the business of the Company depends to a significant degree on the skills and efforts of our senior executives, in particular, Wayne A. Schellhammer, our Chief Executive Officer, and David Boone, our Chief Operating Officer and Chief Financial Officer. If the Company loses the services of any of its senior executives, and especially if any of its executives joins a competitor or forms a competing company, the Company's business and financial performance could be seriously harmed. The Company has employment agreements with Mr. Schellhammer and Mr. Boone. The terms of Mr. Schellhammer's and Mr. Boone's employment agreements expire on October 10, 2007 and April 30, 2007, respectively. If, for any reason, we lose any of our executive officers' skills, knowledge of the industry, contacts and expertise, it could result in a setback to the Company's operating plan. Future sales of our common stock, or the perception that these sales may occur, could depress the price of our common stock. Sales of substantial amounts of the Company common stock, or the perception in the public that such sales may occur, could cause the market price of the Company common stock to decline. This could also impair the ability of the Company to raise additional capital through the sale of equity securities. As of January 30, 2007, the Company has 14,486,615 shares of common stock outstanding. Of the outstanding shares, 11,049,729 are freely tradeable without restriction or further registration under the Securities Act, unless the shares are held by one of our "affiliates" as such term is defined in Rule 144 of the Securities Act. An additional 3,436,886 shares are restricted securities as that term is defined under the Securities Act and may be sold under this prospectus. At January 30, 2007, there are outstanding warrants to purchase 1,897,502 shares of common stock of the Company, and options to purchase 1,849,879 shares of common stock of the Company have been granted and are outstanding under the Company's 2005 Stock Option Plan. In addition, there are options available for grant to purchase 283,544 shares of the common stock of the Company under the Company's 2005 Stock Option Plan. If all of the outstanding warrants are exercised and all options available under the Company's 2005 Stock Option Plan are issued and exercised, there will be approximately 18,517,540 shares of common stock outstanding. Some of our existing stockholders can exert control over us and may not make decisions that further the best interests of all stockholders. As of January 30, 2007, our officers, directors and principal stockholders (greater that 5% stockholders) together control beneficially approximately 52.8% of our outstanding common stock. As a result, these stockholders, if they act individually or together, may exert a significant degree of influence over our management and affairs and over matters requiring stockholder approval, including the election of directors and approval of significant corporate transactions. Furthermore, the interests of this concentration of ownership may not always coincide with our interests or the interests of other stockholders 5 and, accordingly, they could cause us to enter into transactions or agreements which we would not otherwise consider. In addition, this concentration of ownership may delay or prevent a merger or acquisition resulting in a change in control of us and might affect the market price of our common stock, even when such a change in control may be in the best interest of all stockholders. We are dependent on payments from third party payors who may reduce rates of reimbursement. The profitability of the Company will depend on payments provided by third-party payors. Competition for patients, efforts by traditional third-party payors to contain or reduce healthcare costs and the increasing influence of managed care payors, such as health maintenance organizations, in recent years have resulted in reduced rates of reimbursement. If these trends continue, they could adversely affect the Company's results of operations unless the Company can implement measures to offset the loss of revenues and decreased profitability. In addition, changes in reimbursement policies of private and governmental third-party payors, including policies relating to the Medicare and Medicaid programs, could reduce the amounts reimbursed to these customers for the Company's services and consequently, the amount these customers would be willing to pay for the services. We are dependent upon discounted rates made available by ancillary service providers which may be discontinued at any time. The Company obtains revenue from cost savings that it is able to receive from the ancillary service providers and pass on to customers. Should the ancillary service providers discontinue making available a discount to the Company, the Company will be unable to recognize any gain from the sale of services to payors or networks. If the Company is unable to recognize these margins, it will be unable to continue its business as it is currently conducted. Changes in state and federal regulations could restrict our ability to conduct our business. Numerous state and federal laws and regulations affect our business and operations. These laws and regulations include, but are not necessarily limited to: o healthcare fraud and abuse laws and regulations, which prohibit illegal referral and other payments; o Employee Retirement Income Security Act of 1974 and related regulations, which regulate many healthcare plans; o mail pharmacy laws and regulations; o privacy and confidentiality laws and regulations; o consumer protection laws and regulations; o legislation imposing benefit plan design restrictions; o various licensure laws, such as managed care and third party administrator licensure laws; o drug pricing legislation; and o Medicare and Medicaid reimbursement regulations. We believes we are operating our business in substantial compliance with all existing legal requirements material to the operation of our business. There are, however, significant uncertainties regarding the application of many of these legal requirements to our business, and there cannot be any assurance that a regulatory agency charged with enforcement of any of these laws or regulations will not interpret them differently or, if there is an enforcement action, that our interpretation would prevail. In addition, there are numerous proposed healthcare laws and regulations at the federal and state levels, many of which could materially affect our ability to conduct our business or adversely affect our results of operations. 6 If we fail to comply with the requirements of HIPAA, we could face sanctions and penalties. HIPAA provides safeguards to ensure the integrity and confidentiality of health information. Violation of the standards is punishable by fines and, in the case of wrongful disclosure of individually identifiable health information, imprisonment. Although the Company intends to comply with all applicable laws and regulations regarding medical information privacy, failure to do so could have an adverse effect on our business. Large competitors in the healthcare industry could choose to compete against us, reducing our profit margins. Traditional health insurance companies, preferred provider networks, and pharmacy benefit managers are potential competitors of the Company. These companies include well-established companies, such as Merck-Medco, Express Scripts and Caremark Rx, which may have greater financial, marketing and technological resources than the Company. Competition in the marketplace has caused many pharmacy benefit managers to reduce the prices charged to clients for core services and share a larger portion of the formulary fees and related revenues received from drug manufacturers with clients. Increased price competition could reduce our profit margins and have a material adverse effect on our results of operations. Our inability to react effectively to changes in the healthcare industry could adversely affect our operating results. In recent years, the healthcare industry has undergone significant change driven by various efforts to reduce costs, including potential national healthcare reform, trends toward managed care, cuts in Medicare reimbursements, and horizontal and vertical consolidation within the healthcare industry. Proposed changes to the U.S. healthcare system may increase governmental involvement in healthcare and ancillary health services, and otherwise change the way payors, networks and providers conduct business. Healthcare organizations may react to these proposals and the uncertainty surrounding them by reducing or delaying purchases of cost control mechanisms and related services that the Company provides. Other legislative or market-driven changes in the healthcare system that the Company cannot anticipate could also materially adversely affect our business. The Company's inability to react effectively to these and other changes in the healthcare industry could adversely affect our operating results. We cannot predict whether any healthcare reform efforts will be enacted and what effect any such reforms may have on the Company or our customers. The inability of the Company to react effectively to changes in the healthcare industry may result in a material adverse effect on its business. Any inability to adequately protect our intellectual property could harm our competitive position. The Company considers its methodologies, processes and know-how to be proprietary and seeks to protect its proprietary information through confidentiality agreements with its employees. The Company's policy is to have employees enter into confidentiality agreements containing provisions prohibiting the disclosure of confidential information to anyone outside of the Company, requiring employees to acknowledge, and, if requested, assist in confirming the Company's ownership of new ideas, developments, discoveries or inventions conceived during employment, and requiring assignment to the Company of proprietary rights to such matters that are related to the Company's business. There can be no assurance that the steps taken by us to protect our intellectual property will be successful. If the Company does not adequately protect its intellectual property, competitors may be able to use its technologies and erode or negate its competitive advantage. 7 USE OF PROCEEDS We will not receive any proceeds from the offering. However, we will receive proceeds upon exercise of the warrants issued to Laidlaw & Company (UK) Ltd. in connection with the March 2006 private placement. SELLING STOCKHOLDERS An aggregate of 3,596,838 shares of American CareSource Holdings will be registered for resale under this prospectus. Of such shares (i) 1,392,825 shares were issued pursuant to the distribution by dividend of our common stock by Patient Infosystems to investors in its October 2005 private offering; (ii) 273,618 shares were issued pursuant to the distribution by dividend of shares of our common stock by Patient Infosystems as payment of dividends in the October 2005 dividend distribution of Patient Infosystems' common stock to the Series C and Series D preferred stockholders of Patient Infosystems; and (iii) 1,930,395 shares were issued by American CareSource Holdings in its March 2006 private placement. Of the above amounts, 313,470 shares are issuable upon exercise of certain common stock purchase warrants issued as compensation to Laidlaw & Company (UK) Ltd. All of the distributions referred to above were made exclusively to "accredited investors" as defined in Rule 501 of Regulation D. To the extent permitted by law, the selling stockholders listed below may resell shares pursuant to this prospectus. We have registered the sale of the shares to permit the selling stockholders and their respective permitted transferees or other successors in interest that receive their shares from the selling stockholders after the date of this prospectus to resell the shares. The following table sets forth certain information as of January 30, 2007 regarding the resale by the selling stockholders of 3,596,838 shares of common stock.
Selling Stockholder Shares Total Shares Shares Owned Before the Registered in Beneficially Owned Offering (1) the Offering After the Offering ----------------------------------------------------------------------------------------------------------------- October 2005 Private Offering ----------------------------- Gero G. Papst 3,492 3,492 0 Robert and Jodi C. Calvert 3,492 3,492 0 Alessandro Corale 3,492 3,492 0 Werner & Elisabeth Daghofer 4,889 4,889 0 James M. Ehrhart 6,984 6,984 0 Stern Agee & Leach Inc. c/f Peter Grillo IRA 6,984 6,984 0 Robin Maxwell 3,492 3,492 0 John O'Loughlin 3,492 3,492 0 Jang Suh Park 13,967 13,967 0 Muneswara Sreenvasan 3,492 3,492 0 Klaus Wehler 6,000 6,000 0 Stern Agee & Leach Inc. c/f Alexander Sepulveda IRA 6,984 6,984 0 Kavuri Surendranath 13,967 13,967 0 Kirby Frank 5,984 5,984 0 Arnold Urson 13,967 13,967 0 Charles Mader 3,492 3,492 0 John Barnum 6,984 6,984 0 Donald Gross 20,950 20,950 0 Theodore Bonneu 9,267 9,267 0
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Selling Stockholder Shares Total Shares Shares Owned Before the Registered in Beneficially Owned Offering (1) the Offering After the Offering ----------------------------------------------------------------------------------------------------------------- Michael B. & Sheila Carroll 13,967 13,967 0 The Carnahan Trust 27,933 27,933 0 Dale Williams 6,984 6,984 0 Randy M. Uphon 13,967 13,967 0 Terazeal Pty Ltd. 13,967 13,967 0 H. Jakob Skadegaard 6,984 6,984 0 Today Reality Advisors, Inc. 15,364 15,364 0 James K. and Sharon A. Randolph 55,866 55,866 0 Joseph Petrocelli 3,492 3,492 0 Richard M. Maser 6,984 6,984 0 Maybach Capital, Inc. 69,833 69,833 0 John P. Morris 6,984 6,984 0 Alastair McEwan 13,967 13,967 0 Ray & Erica Kapany 7,682 7,682 0 Patrick E. & Barbara J. Kaminski 3,492 3,492 0 William R. & Joanne Jellison 20,950 20,950 0 Per Gustafsson 212,431 212,431 0 Pablo A. Garcia Fernandez 6,079 6,079 0 John W. Eilers 6,984 6,984 0 Stella Rosh 5,587 5,587 0 Gerald C. and Diane M. Palmer 6,984 6,984 0 Robert Mosbaugh 2,794 2,794 0 Ronald W. Randle 3,492 3,492 0 Ronald & Cindy Soicher 6,984 6,984 0 Thomas K. Beard 6,984 6,984 0 Bernard Ochs 6,984 6,984 0 Graham Smith 13,967 13,967 0 Paul Major 1,397 1,397 0 Victor Giamanco 13,967 13,967 0 Logan Hurst 18,465 18,465 0 The Jayaraman Living Trust dtd 2/11/98 14,535 14,535 0 Stern Agee & Leach Inc. c/f Robert A. Laughlin - IRA 3,634 3,634 0 Brian J. Smith 1,454 1,454 0 Burrach Willi 5,655 5,655 0 Scott & Gaye Dunlop 9,157 9,157 0 Curtis J. & Dorothy Bailey 7,268 7,268 0 Brian Billet 3,634 3,634 0 Robert Clauss 3,634 3,634 0 Louis & Denise Torelli 3,634 3,634 0 Edwin Schultz Jr. 7,268 7,268 0 Howard E. Richmond Jr. 7,268 7,268 0 Lou Pozza 3,634 3,634 0 Carlos E. Perez 7,268 7,268 0 Peter & Linda Licari 23,983 23,983 0 Richard A. Lisauskas 10,902 10,902 0 Harold A. Deadman 7,268 7,268 0 Thomas & Suzanne Hansbauer 3,634 3,634 0 William V. & Nancy E. Hugie 4,361 4,361 0
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Selling Stockholder Shares Total Shares Shares Owned Before the Registered in Beneficially Owned Offering (1) the Offering After the Offering ----------------------------------------------------------------------------------------------------------------- The Slansky Family Trust 14,535 14,535 0 Linda S. Woodard 3,634 3,634 0 Blake Williams 7,268 7,268 0 James Bruce Overmier 3,634 3,634 0 Tom & Misa Benson 7,268 7,268 0 Andrew W. Miller 3,634 3,634 0 Klaus Arne Booth 5,524 5,524 0 Steven T. & Vicki J. Childs 14,535 14,535 0 Mark Ellis 3,634 3,634 0 Paul Samson Sr. 29,070 29,070 0 Stuart Kolodner & Deborah Simonds 3,634 3,634 0 Dave M. Parsin 3,634 3,634 0 Reinald Schneller 5,088 5,088 0 Brian and Julia M. Renner 7,268 7,268 0 Jon R. Bullock 3,634 3,634 0 Natan & Miryam Vishlitzky 42,878 42,878 0 Bill Barrett 3,634 3,634 0 Pershing LLC c/f Anne Bivona IRA 5,088 5,088 0 Meertens Henk 14,535 14,535 0 Atef Awadallah 1,454 1,454 0 Stern Agee & Leach Inc. c/f James S. Bregman - IRA 902 902 0 Stella Rosh 2,907 2,907 0 Sky & Victoria Kruse 14,535 14,535 0 Joseph T. DeComa Jr. 14,535 14,535 0 Leonard B. Hodes 4,361 4,361 0 Dale A. Crenwelge 7,268 7,268 0 J.A. & Elizabeth Yewdall 4,361 4,361 0 Morihiro Edwin Aoki 2,907 2,907 0 Lance Gelein 3,634 3,634 0 J. Michael & Susan Zabkar 3,634 3,634 0 Sheldon L. Miller 23,605 23,605 0 Joseph & Dorit Ringelstein 7,268 7,268 0 Hans van Luit 13,605 13,605 0 Stern Agee & Leach Inc. c/f Carrin Reid - IRA 1,745 1,745 0 Ray & Erica Kapany 2,907 2,907 0 Thomas H. Flinn 3,634 3,634 0 Charles & Deanna West 2,617 2,617 0 Randall W. Heinrich 2,028 2,028 0 Stern Agee & Leach Inc. c/f Brian R. Pollack IRA 1,817 1,817 0 Stephen Witt 2,181 2,181 0 Charles Mader 2,907 2,907 0 Terazeal Pty Ltd. 7,268 7,268 0 Barry Wojcik 21,803 21,803 0 Gary Schurman 14,535 14,535 0 Michael B. & Sheila Carroll 4,361 4,361 0 Katie & Adam Bridge Partners, L.P. 13,322 13,322 0 Laidlaw & Company (UK) Ltd. 153,518 153,518 0 Total: 1,392,825 1,392,825 0
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Selling Stockholder Shares Total Shares Shares Owned Before the Registered in Beneficially Owned Offering (1) the Offering After the Offering ----------------------------------------------------------------------------------------------------------------- October Preferred Stock Dividend: To Patient Infosystems' Preferred Stockholders Derace Schaffer (2) 954,546 20,348 934,198 RJ & Ann Vassiliou 600 600 0 Nicholas Vassiliou 240 240 0 Alexandria Vassiliou 240 240 0 Tel Pappajohn 600 600 0 Ben Long 360 360 0 Matthew P. Kinley 600 600 0 Goldfield Partners 1,199 1,199 0 John Forsyth 240 240 0 PMA, Ltd. 624 624 0 John Pappajohn (3) 5,170,119 139,733 5,030,386 Mary Pappajohn, Trustee of the Thomas M. Limberis Revocable Trust Dated December 18, 2003 600 600 0 Principal Life Insurance Company (4) 1,891,065 96,930 1,794,135 Pappajohn Shriver Eide Nicolas PC Profit Sharing Plan FBO Socrates G. Pappajohn 2,453 2,453 0 Berger Family Trust 2,458 2,458 0 Ann Vassiliou Children's Trust 1,227 1,227 0 West Bank c/f Equity Dynamics, Inc. 401(k) FBO Matt Kinley 1,127 1,127 0 GAC Development II, LLC 1,136 1,136 0 West Bank c/f Equity Dynamics Inc. 401(k) FBO Ben Long 450 450 0 Ann Vassiliou 2,453 2,453 0 Total: 8,032,337 273,618 7,758,719 March 2006 Private Placement First Closing: Norihiri Edwin Aoki 5,000 5,000 0 Claude Aubert 10,000 10,000 0 Sevi Avigdor 5,000 5,000 0 Kirk Balzer 20,000 20,000 0 Erwin Bamps 4,800 4,800 0 James Bielicki 5,000 5,000 0 Christ T.Brown 5,000 5,000 0 Ralph Canter 20,000 20,000 0 Gus A.Chafoulias 20,000 20,000 0 Kirk Chi 20,000 20,000 0 Stephen T. & Vicki J. Childs - JTWROS 20,000 20,000 0 Cohen Family Trust dtd 3/7/02, Mitch K. Cohen TTEE, Amy B. Cohen TTEE 10,000 10,000 0 Confidential Services Intl., Inc. 9,800 9,800 0 Allesandro Cornale 1,908 1,908 0 Roger S. & Nancy A. Countryman - TIC 10,000 10,000 0
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Selling Stockholder Shares Total Shares Shares Owned Before the Registered in Beneficially Owned Offering (1) the Offering After the Offering ----------------------------------------------------------------------------------------------------------------- Custer & Wright, a TX General Partnership 8,000 8,000 0 Joseph T.DeComa Jr. 28,000 28,000 0 M.F. Diels 30,000 30,000 0 James M. Ehrhart 5,000 5,000 0 John W. Eilers 10,000 10,000 0 Elchak Living Trust 10,000 10,000 0 Dale Emanuel & Caroline Rekoff -JTWROS 40,000 40,000 0 Mariano Ferrari & Helvecia Chaile - JTWROS 8,000 8,000 0 Jamie K. & Courtney K Fielder - JTWROS 4,000 4,000 0 Everett Fleisig 10,000 10,000 0 John French 5,000 5,000 0 Pablo & Laura Garcia Fernandez - JTWROS 10,000 10,000 0 Seamus Geary 10,000 10,000 0 Joseph Gianmanco 125,000 125,000 0 Victor Gianmanco 25,000 25,000 0 Gregory Gilleland 5,000 5,000 0 Andrew Charles Good & Fiona McPhee - JTWROS 6,000 6,000 0 Steven & Susan Goreham - JTWROS 2,000 2,000 0 Per Gustafsson 30,000 30,000 0 Samuel & Nicole Jean Guzman - JTWROS 4,600 4,600 0 Philip J.Hempleman 80,000 80,000 0 Jim Herzog 3,000 3,000 0 Erik B. Hollensen 4,200 4,200 0 Logan Hurst 16,535 16,535 0 William & Joanne Jellison - JTWROS 29,000 29,000 0 Todd & LuAnn Johnson - JT TEN 10,000 10,000 0 Tom E. Johnson 20,000 20,000 0 Russ W. Jones 5,000 5,000 0 Ray & Erica Kapany 9,000 9,000 0 Sky & Victoria Kruse - JT TEN 5,000 5,000 0 Ulrich Kuhn 5,000 5,000 0 Lanzone Family Living Trust dtd 11/4/97 2,000 2,000 0 Peter & Linda Licari - JTWROS 9,800 9,800 0 Charles Mader 5,000 5,000 0 Manchester Explorer LP 25,000 25,000 0 Marsing Family Trust 7,000 7,000 0 Alastair McEwan 10,000 10,000 0 Robert Mosbaugh 7,200 7,200 0 Ray & Jodi Nofi - JTWROS 2,000 2,000 0 Stuart & Virginia Peltz - JTWROS 40,000 40,000 0 Perceptive Life Sciences Master Fund, Ltd. 100,000 100,000 0 David & Haya Perlmutter - JTWROS 10,000 10,000 0 Louis Quagliata 10,000 10,000 0 William Rabetz 5,000 5,000 0 Steve & Denise Raby - JTWROS 5,000 5,000 0 Howard E Richmond Jr. 5,000 5,000 0 Doug Russell 10,000 10,000 0 Paul Sansone Sr. 20,000 20,000 0
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Selling Stockholder Shares Total Shares Shares Owned Before the Registered in Beneficially Owned Offering (1) the Offering After the Offering ----------------------------------------------------------------------------------------------------------------- Slansky Family Trust 10,000 10,000 0 William H. & Elizabeth R. Sledge - JTWROS 5,000 5,000 0 Jeffrey Stark 6,000 6,000 0 Ameritrade Inc. c/f Glen Stransky SEP IRA 5,000 5,000 0 Stern Agee & Leach c/f Kevin O'Connell IRA 24,000 24,000 0 Stern Agee & Leach c/f Michael Clements IRA 8,000 8,000 0 Stern Agee & Leach c/f Robert Mosbaugh Rollover IRA 15,800 15,800 0 Thomcapital OY 98,600 98,600 0 Natan & Miryam Vishlitsky - JTWROS 40,000 40,000 0 Raymond E. Weber 5,000 5,000 0 Hubert Wieser 10,000 10,000 0 Matthew Wynn 5,000 5,000 0 Second Closing: Brian Billet 5,000 5,000 0 Barbara P. Laner Trust of 1983 15,000 15,000 0 Alan G Box 5,000 5,000 0 Choi Meng Chan 4,000 4,000 0 Werner & Elisabeth Daghofer - JTWROS 20,100 20,100 0 Enrico Deluchi 10,000 10,000 0 Mike Dickerson 10,000 10,000 0 Scott & Gaye Dunlop - JTWROS 1,600 1,600 0 Henry W. Finger 5,000 5,000 0 JoAnn Friedman 20,000 20,000 0 Robert & Courtney Gaccione 2,500 2,500 0 Dale Geiss 10,000 10,000 0 Joseph Gianmanco 35,000 35,000 0 Avi Klayman 20,000 20,000 0 Laner Real Estate Holdings, LLC 40,000 40,000 0 Ken & Nancy Larsen - JTWROS 10,000 10,000 0 Peter & Linda Licari - JTWROS 10,000 10,000 0 Albert S. Malka, 3,000 3,000 0 Richard M. Maser 5,000 5,000 0 Maybach Capital, Inc. 95,000 95,000 0 Ronald J. Menello 20,000 20,000 0 W. Dickson Moss III 10,000 10,000 0 Duane Nelson 10,000 10,000 0 Louis Quagliata 10,000 10,000 0 James & Sharon Randolph 40,000 40,000 0 Howard E. Richmond Jr. 5,000 5,000 0 Robert T. Keim Revocable Trust UTA 12/22/99 10,000 10,000 0 Stella Rosh 10,000 10,000 0 William & Fay Sabatose - JTWROS 9,600 9,600 0 Thomas A. & Cynthia R. Schmidt - JTWROS 5,000 5,000 0 Reinald Schneller 2,000 2,000 0 Stern Agee & Leach c/f Aaron Welch IRA 2,800 2,800 0
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Selling Stockholder Shares Total Shares Shares Owned Before the Registered in Beneficially Owned Offering (1) the Offering After the Offering ----------------------------------------------------------------------------------------------------------------- Stern Agee & Leach c/f Charles Mader IRA 10,000 10,000 0 Stern Agee & Leach c/f Ray Nofi SEP IRA 2,000 2,000 0 Stern Agee & Leach c/f Steven Gelbstein IRA 7,600 7,600 0 Rainer Thomas 5,000 5,000 0 Peter Unanue 30,000 30,000 0 John Albert Yetman 5,000 5,000 0 Natan & Miryam Vishlitsky 16,000 16,000 0 Robert Bonaventura (5) 9,143 9,143 0 Craig Bonn (5) 7,144 7,144 0 R. Kevin Connors (5) 7,144 7,144 0 Frank G. Mazzola (5) 23,500 23,500 0 Hugh Marasa (5) 2,300 2,300 0 Mike Giles (5) 600 600 0 Jason Russo (5) 1,500 1,500 0 Ronald Zuckerman (5) 3,800 3,800 0 Nancy Reif (5) 3,000 3,000 0 Robert Rotunno (5) 2,708 2,708 0 Adam Scott (5) 632 632 0 Peter Silverman (5) 1,600 1,600 0 Johnson Ngo (5) 120 120 0 Bruce Silver (5) 709 709 0 Sam Silverstein (5) 187 187 0 Peter Malone (5) 300 300 0 David Polifroni (5) 75 75 0 Joseph Cordi (5) 630 630 0 James Reid (5) 1,584 1,584 0 Steven Hill (5) 240 240 0 Jared Carmel (5) 1,000 1,000 0 Maya Lawler (5) 3,180 3,180 0 Christina Gallo (5) 382 382 0 Glen McKelvey (5) 300 300 0 Jonathan Lawrence (5) 3,000 3,000 0 Ted Fowler (5) 16,000 16,000 0 John Marcus (5) 1,194 1,194 0 Craig Boden (5) 4,000 4,000 0 Bonanza Trust, Jeff Zaluda, agent for Trustee Horwood Marcus and Berk (5) 31,990 31,990 0 Dianthus LLC, c/o Deirdre Henderson, Manager (5) 31,990 31,990 0 Total: 1,930,395 1,930,395 0 Total Shares: 11,358,557 3,596,838 7,758,719
(1) Information provided with respect to shares owned before the offering gives effect to information previously provided by each of the selling stockholders. No assurance can be given that the selling stockholders do not own additional shares of common stock in addition to the restricted securities included in the table. (2) Derace L. Schaffer, M.D. is the beneficial owner of 6.4% of the outstanding shares of the common stock of the Company. Includes warrants to purchase 274,123 shares of Company's common stock exercisable any time 14 before January 27, 2010 and additional warrants to purchase 144,238 shares of Company's common stock exercisable any time before August 15, 2010. Includes 31,241 vested stock options for common stock issuable upon exercise. Dr. Schaffer is a member of the Board of Directors of the Company and a principal stockholder of Patient Infosystems, Inc. Dr. Schaffer's ownership as reported herein does not include the shares owned by Patient Infosystems. (3) John Pappajohn is the beneficial owner of 33.4% of the outstanding shares of the common stock of the Company. Includes warrants to purchase 653,668 shares of Company's common stock exercisable any time before January 27, 2010 and additional warrants to purchase 320,248 shares of Company's common stock exercisable any time before August 15, 2010. Includes 31,241 vested stock options for common stock issuable upon exercise. Excludes an aggregate of 281,167 shares subject to warrants assigned by Mr. Pappajohn to persons not affiliated with the Company, with respect to which he is not the beneficial owner. Mr. Pappajohn is a member of the Board of Directors of the Company and a principal stockholder of Patient Infosystems, Inc. Mr. Pappajohn's ownership as reported herein does not include the shares owned by Patient Infosystems. (4) Principal Life Insurance Company is the beneficial owner of 13.1% of the outstanding shares of the common stock of the Company. (5) Such shares have been assigned to the above listed selling stockholder in connection with the warrant Laidlaw & Company (UK) Ltd received to purchase 159,952 shares of common stock with an exercise price of $5.50. PLAN OF DISTRIBUTION The selling stockholders and any of their pledgees, donees, transferees, assignees and successors-in-interest may, from time to time, sell any or all of their shares of common stock offered on any stock exchange, market or trading facility on which the shares are traded or in private transactions. These sales may be at fixed or negotiated prices. The selling stockholders may use any one or more of the following methods when selling shares: 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 o 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 settlement of short sales; o broker/dealers may agree with the selling stockholders to sell a specified number of such shares at a o 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 also sell shares under Rule 144 under the Securities Act, if available, rather than under this prospectus. Broker/dealers engaged by the selling stockholders may arrange for other brokers/dealers to participate in sales. Broker/dealers may receive commissions from the selling stockholders (or, if any broker/dealer acts as agent for the purchaser of shares, from the purchaser) in amounts to be negotiated. The selling stockholders do not expect these commissions and discounts to exceed what is customary in the types of transactions involved. 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 their secured obligations, the pledges or secured 15 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 of 1933 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 and any broker/dealers or agents that are involved in selling the shares may be deemed to be "underwriters" within the meaning of the Securities Act in connection with such sales. In such event, any commission received by such broker/dealers or agents and any profit on the resale of the shares purchased by them may be deemed to be an underwriting commission under the Securities Act. The selling stockholders have informed the Company that they do not have any agreement or understanding, directly or indirectly, with any person to distribute the common stock. The Company is required to pay all fees and expenses incident to the registration of the shares. The Company has agreed to indemnify the selling stockholders against certain losses, claims, damages and liabilities, including liabilities under the Securities Act. WHERE YOU CAN FIND MORE INFORMATION We are subject to the information reporting requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act") and, accordingly, file annual, quarterly and current reports, proxy statements and other information with the SEC. Members of the public may read and copy any materials we file with the SEC at the SEC's Public Reference Room located at 100 F Street, N.E., Washington, DC 20549. Information on the operation of the Public Reference Room may be obtained by calling the SEC at 1-800-SEC-0330. In addition, we are required to file electronic versions of these materials with the SEC through the SEC's Electronic Data Gathering, Analysis and Retrieval (EDGAR) database system. Copies of this registration statement and its exhibits, as well as of our annual reports, quarterly reports, proxy statements and other filings, may be examined without charge via the EDGAR database. The internet address of the EDGAR database is http://www.sec.gov. We will provide without charge to each person, including any beneficial owner, to whom this prospectus is delivered, upon written or oral request of such person, a copy of any or all of the documents incorporated by reference in this prospectus other than exhibits, unless such exhibits specifically are incorporated by reference into such documents or this prospectus. Requests for such documents should be addressed in writing or by telephone to: Wayne A. Schellhammer President and Chief Executive Officer American CareSource Holdings, Inc. 5429 Lyndon B. Johnson Freeway Suite 700 Dallas, TX 75240 Telephone: (972) 308-6830 INCORPORATION BY REFERENCE We have filed the following documents with the SEC (SEC File No. 000-51603), which are incorporated herein by reference: 16 (a) The Company's Annual Report on Form 10-KSB for the fiscal year ended December 31, 2005; (b) The Company's Quarterly Reports on Form 10-QSB for the quarters ended March 31, 2006, June 30, 2006 and September 30, 2006; (c) The Company's Current Reports on Form 8-K filed January 6, January 13, February 22, March 1, March 8, May 26, and December 14, 2006; and (d) The description of the Common Stock included in the section entitled "Description of Capital Stock" in the registration statement on Form SB-2 filed with the SEC on April 7, 2006, as amended by Amendment No. 1 on Form SB-2/A, filed with the SEC on May 9, 2006. All documents filed after the date hereof by the Registrant with the SEC pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, and prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, excluding those filings made under items 2.02 or 7.01 of Form 8-K, shall be deemed to be incorporated by reference in this registration statement and to be part hereof from their respective dates of filing until the information contained in such documents is superseded or updated by any subsequently filed document which is incorporated by reference into this registration statement. INDEMNIFICATION Our certificate of incorporation eliminates the personal liability to the Company or its stockholders for any breach of fiduciary duty by a director to the fullest extent permitted by Delaware law, except that personal liability shall not be eliminated or limit the liability of a director (i) for breach of the director's duty of loyalty to the Company or its stockholders, (ii) for any act or omission by the director which is not in good faith or which involves intentional misconduct or a knowing violation of law, (iii) under Section 174 of the General Corporation Law of the State of Delaware, or (iv) any transaction from which the director derived an improper personal benefit. In addition, our certificate of incorporation includes provisions to indemnify any officer, director, employee or agent from and against any and all expenses and liabilities that may be imposed upon or incurred by him in connection with, or as a result of, any proceeding in which he may become involved as a party or otherwise, by reason of the fact that he is or was a director, officer, employee or agent of the Company, to the extent permitted by the laws of the State of Delaware, as they may be amended from time to time. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers or persons controlling the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been informed that in the opinion of the SEC such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. LEGAL MATTERS The validity of the common stock offered by this prospectus will be passed upon by McCarter & English, LLP. EXPERTS The consolidated financial statements of American CareSource Holdings, Inc. for the years ending December 31, 2005 and 2004 have been audited by McGladrey & Pullen LLP, an independent registered public accounting firm, as 17 stated in their report incorporated by reference herein, and are included in reliance upon such report of such firm given upon their authority as experts in accounting and auditing. 18 PART II. INFORMATION NOT REQUIRED IN PROSPECTUS Item 14. Other Expenses of Issuance and Distribution. The Company is required to pay all fees and expenses incident to the registration of the shares The following table sets forth the estimated expenses payable in connection with the registration of the securities. All amounts other than the SEC registration fee are estimated. SEC Registration Fee $ 0 Accounting Fees and Expenses $ 4,000.00 Legal Fees and Expenses $ 15,000.00 ------------ Total: $ 19,000.00 Item 15. Indemnification of Directors and Officers. Our certificate of incorporation eliminates the personal liability to the Company or its stockholders for any breach of fiduciary duty by a director to the fullest extent permitted by Delaware law, except that personal liability shall not be eliminated or limit the liability of a director (i) for breach of the director's duty of loyalty to the Company or its stockholders, (ii) for any act or omission by the director which is not in good faith or which involves intentional misconduct or a knowing violation of law, (iii) under Section 174 of the General Corporation Law of the State of Delaware, or (iv) any transaction from which the director derived an improper personal benefit. In addition, our certificate of incorporation includes provisions to indemnify any officer, director, employee or agent from and against any and all expenses and liabilities that may be imposed upon or incurred by him in connection with, or as a result of, any proceeding in which he may become involved as a party or otherwise, by reason of the fact that he is or was a director, officer, employee or agent of the Company, to the extent permitted by the laws of the State of Delaware, as they may be amended from time to time. Item 16. Exhibits. Exhibit No. Description ----------- ----------- 4.1 Certificate of Incorporation of the Registrant (previously filed with the Securities and Exchange Commission as an Exhibit to Amendment No. 1 to the Registrant's Registration Statement on Form SB-2 (333-122820) on May 13, 2005 and incorporated herein by reference). 4.2 Amendment to the Certificate of Incorporation of the Registrant (previously filed with the Securities and Exchange Commission as an Exhibit to Amendment No. 5 to the Registrant's Registration Statement on Form SB-2 (333-122820) on August 12, 2005 and incorporated herein by reference). 4.3 Amendment to the Certificate of Incorporation of the Registrant (previously filed with the Securities and Exchange Commission as an Exhibit to Amendment No. 5 to the Registrant's Registration Statement on Form SB-2 (333-122820) on August 12, 2005 and incorporated herein by reference). 4.4 Amendment to the Certificate of Incorporation of the Registrant (previously filed with the Securities and Exchange Commission as an Exhibit to Amendment No. 8 to the Registrant's Registration II-1 Statement on Form SB-2 (333-122820) on November 18, 2005 and incorporated herein by reference). 4.5 Bylaws of the Registrant (previously filed with the Securities and Exchange Commission as an Exhibit to Amendment No. 1 to the Registrant's Registration Statement on Form SB-2 (333-122820) on May 13, 2005 and incorporated herein by reference). 4.6 2005 Stock Option Plan of the Registrant (previously filed with the Securities and Exchange Commission as an Exhibit to Amendment No. 1 to the Registrant's Registration Statement on Form SB-2 (333-122820) on May 13, 2005 and incorporated herein by reference). 4.7 Specimen Common Stock Certificate (previously filed with the Securities and Exchange Commission as an Exhibit to Amendment No. 2 to the Registrant's Registration Statement on Form SB-2 (333-122820) on June 15, 2005 and incorporated herein by reference). 4.8 Form of Registration Rights Agreement used in March 2006 private placement (previously filed with the Securities and Exchange Commission as an Exhibit to the Registrant's annual report on Form 10-KSB on March 31, 2006 and incorporated herein by reference). 5.1 Opinion of McCarter & English, LLP (previously filed with the Securities and Exchange Commission as Exhibit 5.1 to Amendment No. 2 to the Registrant's Registration Statement on Form SB-2 (333-122820) on June 15, 2005 and incorporated herein by reference). 23.1 Consent of McCarter & English, LLP (included in Exhibit 5.1). 23.2 Consent of McGladrey & Pullen, LLP (filed herewith). 24.1 Power of Attorney (included on signature page hereto). Item 17. Undertakings. The undersigned Registrant hereby undertakes: (1) To file, during the period in which offers or sales are being made, a post-effective amendment to this registration statement to: (i) Include any prospectus required by Section 10(a)(3) of the Securities Act; (ii) Reflect in the prospectus any facts or events arising after the effective date of the registration statement which, individually or in the aggregate, represent a fundamental change in the information 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 Commission 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; (iii) Include any additional or changed material information on the plan of distribution; II-2 (2) For determining liability under the Securities Act, treat each post-effective amendment as a new registration statement of the securities offered, and the offering of the securities a that time to be the initial bona fide offering thereof. (3) File a post-effective amendment to remove from registration any of the securities that remain unsold at the end of the offering. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted for directors, officers, and controlling persons of the undersigned Registrant pursuant to the foregoing provisions, or otherwise, the undersigned Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. II-3 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-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, on January 30, 2007. AMERICAN CARESOURCE HOLDINGS, INC. By: /s/ Wayne A. Schellhammer ------------------------------------ Wayne A. Schellhammer Chairman and Chief Executive Officer POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, each of the undersigned constitutes and appoints Wayne A. Schellhammer and David S. Boone, and each of them, as attorneys-in-fact and agents, with full power of substitute and resubstitution, for and in the name, place and stead of the undersigned, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, and all post-effective amendments thereto, and to file the same, with all exhibits thereto and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that each of said attorney-in-fact or substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated. Signature Title Date --------- ----- ---- /s/ Wayne A. Schellhammer Chairman of the Board, January 30, 2007 ------------------------- Chief Executive Officer, Wayne A. Schellhammer and Director (principal executive officer) /s/ David S. Boone Chief Financial Officer and January 30, 2007 ------------------------- Chief Operating Officer David S. Boone (principal financial officer) /s/ Steven M. Phillips Controller (principal January 30, 2007 ------------------------- accounting officer) Steven M. Phillips /s/ Edward B. Berger Director January 30, 2007 ------------------------- Edward B. Berger /s/ John W. Colloton Director January 30, 2007 ------------------------- John W. Colloton /s/ Kenneth S. George Director January 30, 2007 ------------------------- Kenneth S. George /s/ John Hatsopoulos Director January 30, 2007 ------------------------- John Hatsopoulos /s/ John Pappajohn Director January 30, 2007 ------------------------- John Pappajohn /s/ Derace L. Schaffer Director January 30, 2007 ------------------------- Derace L. Schaffer /s/ David A. George Director January 30, 2007 ------------------------- David A. George INDEX TO EXHIBITS Exhibit No. Description ----------- ----------- 4.1 Certificate of Incorporation of the Registrant (previously filed with the Securities and Exchange Commission as an Exhibit to Amendment No. 1 to the Registrant's Registration Statement on Form SB-2 (333-122820) on May 13, 2005 and incorporated herein by reference). 4.2 Amendment to the Certificate of Incorporation of the Registrant (previously filed with the Securities and Exchange Commission as an Exhibit to Amendment No. 5 to the Registrant's Registration Statement on Form SB-2 (333-122820) on August 12, 2005 and incorporated herein by reference). 4.3 Amendment to the Certificate of Incorporation of the Registrant (previously filed with the Securities and Exchange Commission as an Exhibit to Amendment No. 5 to the Registrant's Registration Statement on Form SB-2 (333-122820) on August 12, 2005 and incorporated herein by reference). 4.4 Amendment to the Certificate of Incorporation of the Registrant (previously filed with the Securities and Exchange Commission as an Exhibit to Amendment No. 8 to the Registrant's Registration Statement on Form SB-2 (333-122820) on November 18, 2005 and incorporated herein by reference). 4.5 Bylaws of the Registrant (previously filed with the Securities and Exchange Commission as an Exhibit to Amendment No. 1 to the Registrant's Registration Statement on Form SB-2 (333-122820) on May 13, 2005 and incorporated herein by reference). 4.6 2005 Stock Option Plan of the Registrant (previously filed with the Securities and Exchange Commission as an Exhibit to Amendment No. 1 to the Registrant's Registration Statement on Form SB-2 (333-122820) on May 13, 2005 and incorporated herein by reference). 4.7 Specimen Common Stock Certificate (previously filed with the Securities and Exchange Commission as an Exhibit to Amendment No. 2 to the Registrant's Registration Statement on Form SB-2 (333-122820) on June 15, 2005 and incorporated herein by reference). 4.8 Form of Registration Rights Agreement used in March 2006 private placement (previously filed with the Securities and Exchange Commission as an Exhibit to the Form 10-KSB on March 31, 2006 and incorporated herein by reference). 5.1 Opinion of McCarter & English, LLP (previously filed with the Securities and Exchange Commission as Exhibit 5.1 to Amendment No. 2 to the Registrant's Registration Statement on Form SB-2 (333-122820) on June 15, 2005 and incorporated herein by reference). 23.1 Consent of McCarter & English, LLP (included in Exhibit 5.1). 23.2 Consent of McGladrey & Pullen, LLP (filed herewith). 24.1 Power of Attorney (included on signature page hereto).