AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 2, 1996
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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ADVANCED HEALTH CORPORATION
(Exact name of registrant as specified in charter)
<TABLE>
<S> <C> <C>
DELAWARE 8099 13-3893841
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification Number)
</TABLE>
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560 WHITE PLAINS ROAD
TARRYTOWN, NEW YORK 10591
(914) 332-6688
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
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JONATHAN EDELSON, M.D.
CHAIRMAN AND CHIEF EXECUTIVE OFFICER
ADVANCED HEALTH CORPORATION
560 WHITE PLAINS ROAD
TARRYTOWN, NEW YORK 10591
(914) 332-6688
(Name, address, including zip code, and telephone number, including area code,
of agent for service of process)
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WITH COPIES TO:
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<S> <C>
JOHN J. SUYDAM, ESQ. MARK KESSEL, ESQ.
O'SULLIVAN GRAEV & KARABELL, LLP SHEARMAN & STERLING
30 ROCKEFELLER PLAZA 599 LEXINGTON AVENUE
NEW YORK, NEW YORK 10112 NEW YORK, NEW YORK 10022
(212) 408-2400 (212) 848-4000
</TABLE>
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after this Registration Statement becomes effective.
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. / /
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. /X/ 333-06283
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
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 delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /
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CALCULATION OF REGISTRATION FEE
[CAPTION]
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=========================================================================================================
PROPOSED
MAXIMUM PROPOSED
OFFERING MAXIMUM
TITLE OF EACH CLASS OF AMOUNT TO BE PRICE AGGREGATE OFFERING AMOUNT OF
SECURITIES TO BE REGISTERED REGISTERED(1) PER SHARE(2) PRICE(2) REGISTRATION FEE
<S> <C> <C> <C> <C>
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Common Stock...................... 345,000 shares $13 $ 4,485,000 $1,359.10
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(1) Includes 45,000 shares that the Underwriters have the option to purchase to
cover over-allotments, if any.
(2) Estimated solely for the purpose of calculating the registration fee.
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THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE UPON FILING WITH THE
COMMISSION IN ACCORDANCE WITH RULE 462(B) UNDER THE SECURITIES ACT OF 1933.
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<PAGE>
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
This Registration Statement is being filed pursuant to Rule 462(b) under
the Securities Act of 1933, as amended. The information in the Registration
Statement on Form S-1 filed by Advanced Health Corporation with the Securities
and Exchange Commission (File No. 333-06283) pursuant to the Securities Act
of 1933, as amended, and declared effective on October 2, 1996 is incorporated
by reference into this Registration Statement.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Tarrytown, State of New
York, on the 2nd day of October, 1996.
ADVANCED HEALTH CORPORATION
By: *
..................................
Jonathan Edelson, M.D.
Chairman of the Board and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed on the 2nd day of October, 1996,
by the following persons in the capacities indicated:
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<CAPTION>
SIGNATURE TITLE
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<S> <C>
* Chairman of the Board, Chief Executive
............................................. Officer and Director (Principal Executive
Jonathan Edelson, M.D Officer)
* President and Director
.............................................
Steven Hochberg
/s/ ALAN B. MASAREK Chief Operating Officer and Chief Financial
............................................. Officer (Principal Financial and Accounting
Alan B. Masarek Officer)
............................................. Director
James T. Carney
* Director
.............................................
Barry Kurokawa
* Director
.............................................
Jonathan Lieber
</TABLE>
*By: /s/ ALAN B. MASAREK
........................................
Alan B. Masarek
As Attorney-in-Fact
II-6
<PAGE>
EXHIBIT INDEX
All exhibits filed with or incorporated by reference in Registration
Statement No. 333-06283 are incorporated by reference into, and shall be
deemed part of this registration statement, except the following which are
filed herewith:
Number Description Page
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5 Opinion of O'Sullivan Graev & Karabell, LLP
(including the consent of such firm)
23.1 Consent of O'Sullivan Graev & Karabell, LLP
(included in Exhibit 5).
23.2 Consent of Arthur Andersen LLP regarding
financial statements.
24. Power of Attorney (appears on the signature pages
of the Registration Statement No. 333-06283).
EXHIBIT 5
[O'SULLIVAN GRAEV & KARABELL, LLP]
October 2, 1996
VIA EDGAR
Advanced Health Corporation
560 White Plains Road
Tarrytown, New York 10591
Advanced Health Corporation
345,000 Shares of Common Stock, $.01 par value
Dear Sirs:
We have acted as counsel for Advanced Health Corporation, a
Delaware corporation (the "Company") in connection with the
preparation and filing of the Registration Statement of the
Company on Form S-1 (File No. 333-______) (the "Registration
Statement") under the Securities Act of 1933, as amended (the
"Securities Act"), relating to 345,000 shares of its Common
Stock, $.01 par value (the "Common Stock") (including 45,000
shares reserved for issuance pursuant to the Underwriters'
over-allotment option) (such shares of Common Stock are
referred to as the "Shares"), of the Company. Capitalized
terms used but not defined herein shall have the respective
meanings ascribed to them in the Registration Statement.
You have requested that we furnish our opinion as to the
matters hereinafter set forth.
In that connection, we have examined originals, or copies
certified or otherwise identified to our satisfaction, of such
documents, corporate records and other instruments as we have
deemed necessary for the purposes of rendering the opinions set
forth below. As to certain questions of fact material to the
opinions contained herein, we have relied upon certificates or
statements of officers of the Company and certificates of public
officials. In such examination, we have assumed the genuineness of
all signatures, the authenticity of all documents submitted to us
as originals and conformity to authentic originals of all
documents submitted to us as certified or photostatic copies.
Based upon the foregoing, we are of the opinion as follows:
1. The Company is a validly existing corporation under the
laws of the State of Delaware.
2. The Shares have been duly authorized and, when issued and
sold as contemplated by the Registration Statement and the
Underwriting Agreement to be entered into among the
Company and Cowen & Company and Volpe, Welty & Company, as
representatives of the Underwriters, will be validly issued,
fully paid and nonassessable.
<PAGE>
Advanced Health Corporation
October 2, 1996
Page 2
We are admitted to the Bar of the State of New York and we
express no opinion as to the laws of the any other jurisdiction
other than the Delaware General Corporation Law.
We know that we are referred to under the heading "Legal
Matters" in the Prospectus forming a part of the Registration
Statement, and we hereby consent to such use of our name in said
Registration Statement and to the use of this opinion for filing
with said Registration Statement as Exhibit 5 thereto.
Very truly yours,
/s/ O'Sullivan Graev & Karabell, LLP
Exhibit 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the use of our reports
dated June 19, 1996 (except for the matters discussed in Note 14, as to which
the date is August 14, 1996), June 4, 1996 and June 5, 1996 and to all
references to our Firm included in or made a part of this registration
statement.
ARTHUR ANDERSEN LLP
New York, New York
October 2, 1996
