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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 23, 1999
Registration No. 333-_______
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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AHT CORPORATION
(FORMERLY ADVANCED HEALTH CORPORATION)
(Exact name of registrant as specified in its charter)
DELAWARE 13-3893841
(State or other jurisdiction (I.R.S. employer identification
of incorporation or organization) number)
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555 WHITE PLAINS ROAD, TARRYTOWN, NEW YORK 10591
(Address of principal executive offices)(Zip code)
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GRANT OF STOCK OPTION AGREEMENT
BETWEEN AHT CORPORATION
AND ANGELO ACQUISTA, M.D.
(Full title of the plan)
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JONATHAN EDELSON, M.D.
Chairman, Chief Executive Officer, and President
AHT Corporation
555 White Plains Road
Tarrytown, New York 10591
(914) 524-4200
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
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Copy to:
James M. Lurie, Esq.
O'Sullivan Graev & Karabell, LLP
30 Rockefeller Plaza
New York, New York 10112
(212) 408-2400
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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Title Of Securities To Be Amount To Be Registered Proposed Maximum Proposed Maximum Amount Of
Registered Offering Price Per Aggregate Offering Registration Fee
Share(1) Price(1)
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<S> <C> <C> <C> <C>
Common Stock; $.01 par 280,031 shares $.01 $2,800.31 $.77
value
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</TABLE>
(1) Calculated pursuant to Rule 457(h)(1) based on the price at which the
option may be exercised.
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PART I
INFORMATION REQUIRED IN THE
SECTION 10(a) PROSPECTUS
The document(s) containing the information specified in Part I will be
sent or given to the optionee as specified by Rule 428(b)(1). Such documents are
not being filed with the Securities and Exchange Commission (the "Commission")
either as part of this Registration Statement or as prospectuses or prospectus
supplements pursuant to Rule 424. Such documents and the documents incorporated
by reference in this Registration Statement pursuant to Item 3 of Part II of
this Form, taken together, constitute a prospectus that meets the requirements
of Section 10(a) of the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
(a) The following documents, which have been filed by AHT
Corporation (formerly Advanced Health Corporation), a Delaware corporation (the
"Corporation"), with the Commission, are incorporated herein by reference:
(i) The Corporation's Form 10-K for the year ended December
31, 1998, as filed with the Commission pursuant to the Securities Exchange Act
of 1934, as amended (the "Exchange Act").
(ii) The Corporation's Form 10-Q for the three months ended
March 31, 1999, as filed with the Commission pursuant to the Exchange Act.
(iii) The description of the Common Stock contained in the
Corporation's Registration Statement on Form 8-A, filed with the Commission
pursuant to the Exchange Act.
(b) In addition, all documents filed by the Corporation with
the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange
Act, 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, shall be deemed to be incorporated by reference herein
and to be part hereof from the date of the filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145 of the Delaware General Corporation Law (the "DGCL")
authorizes a court to award or a corporation's Board of Directors to grant
indemnification to directors and officers in terms sufficiently broad to permit
such indemnification under certain circumstances for liabilities (including
reimbursement for expenses incurred) arising under the Exchange Act. Articles
Nine and Ten of the Corporation's Restated Certificate of Incorporation provide
for indemnification of its directors and officers and permissible
indemnification of employees and other agents to the maximum extent permitted by
the DGCL.
Reference is made to the form of Director Indemnification Agreement
filed as Exhibit 10.20 to the Corporation's Registration Statement on Form S-1
(File No. 333-06283) which provides for indemnification of directors.
In addition, the Corporation maintains liability insurance for its
officers and directors.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
2
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ITEM 8. EXHIBITS
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Exhibit No. Description
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<S> <C>
4.1 Restated Certificate of Incorporation of the Registrant
(filed as Exhibit 3.2 to the Registrant's Registration
Statement on Form S-1, File No. 333-06283 (the "Form S-1"),
and incorporated herein by reference)
4.2 Certificate of Amendment to Restated Certificate
of Incorporation of the Registrant
4.3 By-laws of the Registrant (filed as Exhibit 3.3 to
the Form S-1 and incorporated herein by reference)
5 Opinion of O'Sullivan Graev & Karabell, LLP
(including the consent of such firm) regarding the
legality of securities being offered
23.1 Consent of O'Sullivan Graev & Karabell, LLP (included in
their opinion filed as Exhibit 5 hereto)
23.2 Consent of Arthur Andersen LLP, independent
public accountants
24 Powers of Attorney (included in the signature page to this
Registration Statement)
</TABLE>
ITEM 9. UNDERTAKINGS
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration statement
(or the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental
change in the information set forth in the registration
statement;
(iii) To include any material information with
respect to the plan of distribution not previously disclosed
in the registration statement or any material change to such
information in the registration statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the registration statement is on Form S-3, Form S-8, or Form
F-3 and the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed by
the registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in
the registration statement.
(2) That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at
the termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the
3
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Securities Act of 1933, each filing of the Registrant's annual report pursuant
to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where
applicable, each filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by
reference in the registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
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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-8 and 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 this 22nd day
of July, 1999.
AHT CORPORATION
By: /s/ Jonathan Edelson, M.D.
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Jonathan Edelson, M.D.
Chairman of the Board, Chief Executive
Officer and President
POWER OF ATTORNEY
We, the undersigned officers and directors of AHT Corporation hereby
severally constitute Jonathan Edelson our true and lawful attorney with full
power to him to sign for us and in our names in the capacities indicated below,
the Registration Statement on Form S-8 filed herewith and any and all subsequent
amendments to said Registration Statement, and generally to do all such things
in our names and behalf in our capacities as officers and directors to enable
AHT Corporation to comply with all requirements of the Securities and Exchange
Commission, hereby ratifying and confirming our signatures as they may be signed
by said attorney to said Registration Statement and any and all amendments
thereto.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this registration statement has been signed on the 22nd day of July, 1999, by or
on behalf of the following persons in the capacities indicated.
<TABLE>
<CAPTION>
Signature Title
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<S> <C>
/s/ Jonathan Edelson, M.D.
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Jonathan Edelson, M.D. Chairman of the Board, Chief Executive Officer, and President
/s/ Jeffrey M. Sauerhoff
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Jeffrey M. Sauerhoff Chief Financial Officer (Principal Financial and Accounting Officer)
/s/ James T. Carney
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James T. Carney Director
/s/ Barry Kurokawa
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Barry Kurokawa Director
/s/ Robert J. Alger
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</TABLE>
5
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<TABLE>
<CAPTION>
<S> <C>
Robert J. Alger Director
/s/ Arthur M. Southam, M.D.
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Arthur M. Southam, M.D. Director
</TABLE>
5
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Exhibit Index
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<CAPTION>
EXHIBIT NO. DESCRIPTION PAGE
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<S> <C> <C>
4.1 Restated Certificate of Incorporation of the Registrant
(filed as Exhibit 3.2 to the Registrant's Registration
Statement on Form S-1, File No. 333-06283 (the "Form S-1"),
and incorporated herein by reference)
4.2 Certificate of Amendment to Restated Certificate
of Incorporation of the Registrant
4.3 By-laws of the Registrant (filed as Exhibit 3.3 to
the Form S-1 and incorporated herein by reference)
5.1 Opinion of O'Sullivan Graev & Karabell, LLP (including the
consent of such firm) regarding the legality of securities
being offered
23.1 Consent of O'Sullivan Graev & Karabell, LLP (included in
their opinion filed as Exhibit 5 hereto)
23.2 Consent of Arthur Andersen LLP, independent public
accountants
24 Power of Attorney (included on signature pages to this
Registration Statement)
</TABLE>
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EXHIBIT 4.2
STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 09:00 AM 06/28/1999
9991263992 - 2517409
CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION
OF
ADVANCED HEALTH CORPORATION
It is hereby certified that:
1. The current name of the corporation (hereinafter called the "Corporation")
is Advanced Health Corporation. The Corporation's original Certificate of
Incorporation was filed with the Secretary of State of the state of
Delaware on June 20, 1995.
2. The Restated Certificate of Incorporation of the Corporation is hereby
amended by striking, in its entirety, the current Article FIRST thereof and
inserting in place thereof, a new article FIRST to read as follows:
"The name of the corporation (the "Corporation") is AHT Corporation"
3. The amendment of the certificate of incorporation herein certified has been
duly adopted in accordance with the provisions of section 242 of the
General Corporations law of the State of Delaware, and the written consent
of the shareholders of the Corporation to the amendment was given in
accordance with, and written notice of such shareholder action was given as
provided in, Section 228 of the General Corporations law of the State of
Delaware.
4. IN WITNESS WHEREOF, the Corporation had caused this Certificate of Amendment
of Certificate of Incorporation to be signed as of the 25th day of June,
1999, by its President and attested to by its Secretary, who hereby affirm
and acknowledge, under penalty of perjury, that this certificate is the act
and deed of the Corporation and that the facts stated herein are true.
The effective time of the amendment herein certified shall be 6/25, 1999
By: /s/ Eddy Fredfeld
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Name: Eddy Fredfeld
Title: Secretary
ATTESTED:
By: /s/ Karen Nadler
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Name: Karen Nadler
Title: Manager, Business
& Legal Affairs
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O'SULLIVAN GRAEV & KARABELL, LLP
30 Rockefeller Plaza
New York, New York 10112
Exhibit 5
July 23, 1999
AHT Corporation
555 White Plains Road
Tarrytown, New York 10591
AHT CORPORATION
280,031 SHARES OF COMMON STOCK, $.01 PAR VALUE
Dear Sirs:
We have acted as counsel to AHT Corporation (formerly Advanced Health
Corporation), a Delaware corporation (the "Company"), in connection with the
registration under the Securities Act of 1933, as amended, of 280,031 shares
(the "Shares") of Common Stock, $.01 par value, of the Company issuable upon
exercise of the option (the "Option") to purchase such Shares granted pursuant
to the Grant of Stock Option Agreement dated August 7, 1995 between a
predecessor of the Company and Angelo Acquista, M.D. (the "Agreement").
In that connection, we have examined originals, or copies certified or
otherwise identified to our satisfaction, of such documents, corporate records,
certificates of officers of the Company and other instruments as we have deemed
necessary for the purposes of this opinion. In our examination, we have assumed
the genuineness of all signatures, the authenticity of all documents submitted
to us as certified or photostatic copies and the authenticity of the originals
of such latter documents. In addition, you have advised us, and we have assumed
without independent investigation, that (1) at the time of the grant of the
Option pursuant to the Agreement, Dr. Acquista (A) was a consultant to a
predecessor (the "Predecessor") of the Company and (B) provided bona fide
services to the Predecessor and (2) the services were not in connection with the
offer or sale of securities of the Predecessor or the Company in a
capital-raising transaction and did not directly or indirectly promote or
maintain a market for the Predecessor's or the Company's securities.
Based upon the foregoing, we are of the opinion that the Shares have
been duly authorized for issuance and, when issued, delivered and paid for upon
exercise of the Option in accordance with the provisions of the Agreement, the
Shares will be validly issued, fully paid and nonassessable.
We are admitted to the Bar of the State of New York and we express no
opinion as to the laws of any other jurisdiction other than the General
Corporation Law of the State of Delaware.
We hereby consent to the filing of this opinion as Exhibit 5 to the
Registration Statement on Form S-8 being filed by the Company to register the
Shares.
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Very truly yours,
/s/ O'Sullivan Graev & Karabell, LLP
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EXHIBIT 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
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As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement on Form S-8 of our report dated
March 31, 1999 included in AHT Corporation's Form 10-K for the year ended
December 31, 1998 and to all references to our Firm included in this
registration statement on Form S-8.
/s/ Arthur Andersen LLP
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ARTHUR ANDERSEN LLP
New York, New York
July 23, 1999
