-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, MwRZLhtpk1sZWTv/6XnZBu0kEN/jT5rRKZuQf7+KRxyv4auQsOuJPk5gLqw8kGdo XyBUI0luRNxO/+RZkLHu+w== 0000950135-96-005076.txt : 19961122 0000950135-96-005076.hdr.sgml : 19961122 ACCESSION NUMBER: 0000950135-96-005076 CONFORMED SUBMISSION TYPE: POS AM PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19961121 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: HEALTH MANAGEMENT SYSTEMS INC CENTRAL INDEX KEY: 0000861179 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROCESSING & DATA PREPARATION [7374] IRS NUMBER: 132770433 STATE OF INCORPORATION: NY FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: POS AM SEC ACT: 1933 Act SEC FILE NUMBER: 333-13513 FILM NUMBER: 96670206 BUSINESS ADDRESS: STREET 1: 401 PARK AVE SOUTH CITY: NEW YORK STATE: NY ZIP: 10016 BUSINESS PHONE: 2126854545 MAIL ADDRESS: STREET 1: 401 PARK AVENUE SOUTH CITY: NEW YORK STATE: NY ZIP: 10016 POS AM 1 HEALTH MANAGEMENT SYSTEMS, INC. POST-EFF. AMEND #1 1 As filed with the Securities and Exchange Commission on November 21, 1996 Registration No. 333-13513 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ----------------- FORM S-4 POST EFFECTIVE AMENDMENT NO. 1 TO REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ----------------- HEALTH MANAGEMENT SYSTEMS, INC. (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) NEW YORK 7379 13-2770433 (STATE OR OTHER JURISDICTION OF (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER INCORPORATION OR ORGANIZATION) CLASSIFICATION CODE NUMBER) IDENTIFICATION NUMBER)
---------------------------- 401 PARK AVENUE SOUTH NEW YORK, NEW YORK 10016 (ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES) PAUL J. KERZ, PRESIDENT HEALTH MANAGEMENT SYSTEMS, INC. 401 PARK AVENUE SOUTH NEW YORK, NEW YORK 10016 (212) 685-4545 (NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF REGISTRANT'S AGENT FOR SERVICE) -------------------------- WITH A COPY TO: BRUCE S. COLEMAN, ESQ. COLEMAN & RHINE LLP 1120 AVENUE OF THE AMERICAS NEW YORK, NEW YORK 10036 (212) 840-3330 -------------------- APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as practicable after this registration statement becomes effective. If the securities being registered on this form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. [ ] -------------------- CALCULATION OF ADDITIONAL REGISTRATION FEE
============================================================================================================ Proposed Proposed Title of Each Class of Amount to Be Maximum Offering Maximum Aggregate Amount of Securities to Be Registered Registered Price Per Share(1) Offering Price(1) Registration Fee - ------------------------------------------------------------------------------------------------------------ Common Stock, $.01 par value. 27,000 $15.3125 $413,437.50 $125.28 ============================================================================================================
(1) Estimated pursuant to Rules 457(c) and 457(h) solely for the purpose of calculating the registration fee, and based on the average of the high and low sales prices reported on the Nasdaq National Market of $15.3125 on November 19, 1996. 2 EXPLANATORY NOTE This Post Effective Amendment No. 1 is being filed to register an additional 27,000 shares of Common Stock of the Registrant which are to be issued in connection with the Merger described in the Information Statement/Prospectus included in the Registration Statement. This Post Effective Amendment also includes (i) a supplement (the "Supplement") to the Information Statement/Prospectus prepared pursuant to Rule 424(b)(3) under the Securities Act of 1933, as amended, and (ii) Exhibit 10.1, which is the amendment to the Merger Agreement described in the Supplement. 3 Supplement, dated November 20, 1996, to Prospectus, dated October 15, 1996, of Health Management Systems, Inc. Effective November 20, 1996, the Merger Agreement was amended to, among other things: (i) increase the number of shares of HMS Common to be issued in the Merger to 260,000; (ii) eliminate the requirement that vested $0.25 QSM Stock Options and $0.25 QSM Warrants be exercised by their respective holders immediately prior to the Closing Date; (iii) increase the number of HMS Stock Options to be issued in connection with the Merger to 46,000 options; and (iv) increase the QSM Transaction Expenses for which HMS will reimburse QSM to a maximum of $150,000. All references in the Information Statement/Prospectus to the terms of the Merger and the transactions contemplated thereby shall be deemed to be modified to reflect the foregoing amendments. 4 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-4 and has duly caused this Post Effective Amendment No. 1 to Registration Statement on Form S-4 to be signed on its behalf by the undersigned, thereto duly authorized, in the City of New York, State of New York, on November 21, 1996. HEALTH MANAGEMENT SYSTEMS, INC. By: /s/ Paul J. Kerz --------------------------------- Paul J. Kerz, President Pursuant to the requirements of the Securities Act of 1933, this Amendment No. 1 to the Registration Statement has been signed by the following persons in the capacities indicated below on the 21st day of November, 1996. SIGNATURE TITLE --------- ----- /s/ Paul J. Kerz Director, Chairman, President and - ------------------- Chief Executive Officer Paul J. Kerz /s/ Phillip Siegel Vice President and Chief Financial - --------------------- and Accounting Officer Phillip Siegel * Director - ------------------- Russell L. Carson * Director - ---------------- William W. Neal * Director - ---------------- Galen D. Powers * Director - ----------------- Richard H. Stowe *By: /s/ Phillip Siegel -------------------------- Phillip Siegel Attorney-in-Fact 5 EXHIBIT INDEX EXHIBIT NUMBER DESCRIPTION - ------- ----------- 10.1 Amendment No. 1 to Merger Agreement. EX-10.1 2 AMEND NO. 1 TO MERGER AGREEMENT 1 EXHIBIT 10.1 Conformed Copy THIS AMENDMENT NO. 1 (the "Amendment"), dated as of November 20, 1996, to Agreement and Plan of Merger (the "Merger Agreement"), dated as of September 3, 1996, by and among Health Management Systems, Inc., a New York corporation ("HMS"), QSM Acquisition Corp., a Delaware corporation ("Sub"), and Quality Standards in Medicine, Inc., a Delaware corporation ("QSM"). WITNESSETH WHEREAS, the parties entered into the Merger Agreement pursuant to which, among other things, Sub would be merged with and into QSM (the "Merger"), with the result that QSM would become a wholly owned subsidiary of HMS; and WHEREAS, in connection with the Merger all shares of common stock, $.01 par value ("QSM Common"), and all shares of preferred stock, $.01 par value ("QSM Preferred"), of QSM issued and outstanding, together with all outstanding promissory notes of QSM (excluding certain promissory notes issued to HMS), all outstanding common stock purchase warrants issued by QSM and all outstanding vested $.25 stock options issued by QSM were to be either converted, exercised and then converted or exchanged for an aggregate of up to 233,000 shares of common stock, $.01 par value ("HMS Common"), of HMS; and WHEREAS, the parties desire to amend the Merger Agreement to, among other things, increase the number of shares of HMS Common to be issued in the Merger to an aggregate of 260,000 shares of HMS Common; NOW, THEREFORE, for good and valuable consideration, the parties hereto agree to amend the Merger Agreement as follows: 1. Capitalized terms not otherwise defined in this Amendment shall have the meanings ascribed to them in the Merger Agreement. 2. Section 1.1(g) of the Merger Agreement is hereby amended to read in its entirety as follows: "(g) "Fair Value" shall mean (i) with respect to HMS Common, the average closing price of HMS Common on the Nasdaq National Market for a period of five (5) consecutive business days ending on November 22, 1996, (ii) with respect to HMS Stock Options, the value thereof as of November 22, 1996, as determined by Fechtor, Detwiler & Co., Inc. in accordance with the Black- Scholes pricing model, and (iii) with respect to QSM Preferred Stock, Notes, Stock Options and Warrants, the appraised values thereof as of November 22, 1996, as determined by Fechtor, Detwiler & Co., Inc." 3. Section 2.4 of the Merger Agreement is hereby amended to read in its entirety as follows: "(a) [Reserved] 2 (b) Exchange of QSM Warrants. As of the Effective Time of the Merger and with the consent of the QSM Warrantholders, all outstanding QSM Warrants shall be exchanged for shares of HMS Common (the "QSM Warrant Exchange Shares") having a Fair Value equal to the Fair Value of the respective QSM Warrants." 4. Section 2.5 of the Merger Agreement is hereby amended to read in its entirety as follows: "(a) [Reserved] (b) Conversion of QSM Stock Options. As of the Effective Time of the Merger, all outstanding QSM Stock Options (collectively, the "Assumed QSM Stock Options") shall be assumed by HMS and converted into HMS Stock Options having a Fair Value equal to the Fair Value of the respective QSM Stock Options, in accordance with such further conditions as are set forth in Section 7.7 of this Agreement." 5. Section 2.6(b)(ii) of the Merger Agreement is hereby amended to read in its entirety a follows: "(ii) QSM Common Stock. Without any action on the part of any holder of QSM Common Stock, each share of QSM Common Stock shall be converted into shares of HMS Common in accordance with an exchange ratio (the "Exchange Ratio") to be determined as of the Closing Date equal to (x) 260,000 shares of HMS Common minus (y) the sum of the QSM Note Shares, Warrant Exchange Shares and Preferred Stock Exchange Shares divided by (z) the total number of shares of QSM Common Stock then issued and outstanding." 6. Section 2.8(b) of the Merger Agreement is hereby amended to read in its entirety as follows: "(b) [Reserved] 7. Section 3.2 of the Merger Agreement is hereby amended by eliminating the parenthetical phrase in the first sentence thereof. 8. Section 7.8 of the Merger Agreement is hereby amended by removing the number "40,000" from the first sentence thereof and substituting the number "46,000" in its place and stead. 9. Section 8.2(f) of the Merger Agreement is hereby amended to read in its entirety as follows: "(f) QSM Preferred Shareholder, Noteholder and Warrantholder Consents. QSM shall have received fully executed QSM Preferred Shareholder Consents, Noteholder Consents and Warrantholder Consents from each QSM Preferred Shareholder, 2 3 Noteholder and Warrantholder listed on Schedule 3.2 attached hereto." 10. Article 9 of the Merger Agreement is hereby amended by removing the date "November 30, 1996" from the third sentence thereof and substituting the date "December 31, 1996" in its place and stead. 11. Article 11 of the Merger Agreement is hereby amended by removing the dollar amount "$90,000" from the last sentence thereof and substituting the dollar amount "$150,000" in its place and stead. 12. Section 12.1(c) is hereby amended to read in its entirety as follows: "(c) by either HMS or QSM if the Merger shall not have been consummated on or before December 31, 1996; provided, however, that if the Merger shall not be consummated on or before December 31, 1996, because of a party's failure to satisfy any of the conditions set forth in Section 8.2 or 8.3, neither HMS nor QSM may rely upon its own actions or lack thereof to terminate the Agreement;" 13. Other than as specifically amended hereby, the Merger Agreement shall remain in full force and effect in accordance with its terms. 14. This Amendment No. 1 may be executed in counterparts, and when so executed each counterpart shall be deemed to be an original, and said counterparts together shall constituted one and the same instrument. 3 4 IN WITNESS WHEREOF, HMS, Sub and QSM have caused this Amendment to be duly signed all as of the date first written. HEALTH MANAGEMENT SYSTEMS, INC. By: /s/ Phillip Siegel -------------------------------- Phillip Siegel QSM ACQUISITION CORP. By: /s/ Phillip Siegel -------------------------------- Phillip Siegel QUALITY STANDARDS IN MEDICINE, INC. By: /s/ William B. Munier -------------------------------- William B. Munier AGREED TO AND ACCEPTED: QSM Principals /s/ William B. Munier - ------------------------ William B. Munier /s/ Rodrigo Rocha - ------------------------ Rodrigo Rocha COLEMAN & RHINE LLP, As Escrow Agent By: /s/ Bruce S. Coleman, Esq. --------------------------- Bruce S. Coleman, Esq. 4 -----END PRIVACY-ENHANCED MESSAGE-----