<PAGE>
As filed with the Securities and Exchange Commission on May 28, 1996
Registration No. 333-3978
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________
FORM S-1MEF
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
______________________
AMISYS MANAGED CARE SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
Delaware 7373 13-3355918
(State or other (Primary standard (I.R.S. employer
jurisdiction of industrial identification number)
incorporation or classification code number)
organization)
30 West Gude Drive, 5th Floor
Rockville, Maryland 20850
(301) 251-8600
(Address, including zip code, and telephone number,
including area code, of registrant's principal
executive offices)
Kevin R. Brown
President, Chief Executive Officer
AMISYS MANAGED CARE SYSTEMS, INC.
30 West Gude Drive, 5th Floor
Rockville, Maryland 20850
(301) 251-8600
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
________________________
Michael J. Silver Robert B. Ott
Hogan & Hartson L.L.P. Arnold & Porter
111 S. Calvert Street, Suite 1600 555 Twelfth Street, N.W.
Baltimore, MD 21202 Washington, DC 20004-1202
(410) 659-2700 (202) 942-5008
________________________
Approximate date of commencement of proposed sale to the public: As
soon as practicable after the effective date of this Registration Statement.
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. /q/
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. /y/ 333-3978
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. /q/
If delivery of the prospectus is expected to be made pursuant to
Rule 434, please check the following box. /q/
________________________
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed Proposed Amount of
Title of each class Amount to maximum maximum registration
of securities to be be offering aggregate fee
registered registered price offering
per unit price (1)
(1)
<S> <C> <C> <C> <C>
Common Stock, $.001 par 10,000 $26.00 $260,000 $100.00
value
================================================================================
</TABLE>
(1) Estimated solely for purposes of calculating the registration fee pursuant
to Rule 457(c).
________________________
<PAGE>
Explanatory Note
This registration statement is being filed pursuant to Rule 462(b) under the
Securities Act of 1933, as amended, to register an additional 10,000 shares of
Common Stock of AMISYS Managed Care Systems, Inc. (the "Company") to be sold by
Kevin R. Brown, Chairman, President and Chief Executive Officer of the Company.
This registration statement includes the facing page, the signature page, an
exhibit index, an accountants' consent and an exhibit 5 legal opinion. Kevin R.
Brown beneficially owned 324,000 shares (4.28%) of common stock prior to the
offering and will beneficially own 264,000 shares (3.48%) following the
offering. Following the offering, all directors and officers as a group will
beneficially own 3,843,360 shares (49.91%) of common stock. Pursuant to Rule
462(b) and General Instruction V to Form S-1, the contents of Registration
Statement No. 333-3978 (declared effective at 4:00 p.m. on May 28, 1996) are
incorporated by reference herein.
<PAGE>
Item 16. Exhibits and Financial Statement Schedules.
(a) Exhibits:
Exhibit
Number Description
- ------- -----------
5.01 Opinion of Hogan & Hartson L.L.P. as to the legality of the Common
Stock being registered.
23.01 Consent of Hogan & Hartson L.L.P. (contained in Exhibit 5.01).
23.02 Consent of Coopers & Lybrand L.L.P.
24.01* Power of Attorney (contained in signature page).
27.01 Financial Data Schedule.
- -----------------------------------
*Incorporated by reference to the Registration's Registration Statement on Form
S-1 (333-3978).
<PAGE>
SIGNATURES AND POWER OF ATTORNEY
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 Rockville,
State of Maryland, on May 28, 1996.
AMISYS MANAGED CARE SYSTEMS, INC.
By: /s/ Robert J. Sullivan
---------------------------
Robert J. Sullivan
Vice President, Chief Financial Officer (Principal
Financial Officer and Principal Accounting
Officer).
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 date indicated.
Chief Executive Officer, President
/s/ * and Director (Principal Executive May 28, 1996
- --------------------------- Officer)
Kevin R. Brown
Vice President, Chief Financial
Officer (Principal Financial Officer
/s/ Robert J. Sullivan and Principal Accounting Officer) May 28, 1996
- ---------------------------
Robert J. Sullivan
/s/ * Director May 28, 1996
- ---------------------------
Peter J. Barris
/s/ * Director May 28, 1996
- ---------------------------
Howard E. Cox, Jr.
<PAGE>
/s/ * Director May 28, 1996
- ---------------------------
Donald B. Hebb, Jr.
/s/ * Director May 28, 1996
- ---------------------------
Arthur J. Marks
/s/ * Director May 28, 1996
- ---------------------------
Gary Greenfield
By: Robert J. Sullivan May 28, 1996
------------------
Robert J. Sullivan
Attorney-in-fact
<PAGE>
Exhibit 5.01
May 28, 1996
Board of Directors
AMISYS Managed Care Systems, Inc.
30 West Gude Drive
Rockville, Maryland 20850
Ladies and Gentlemen:
We are acting as counsel to AMISYS Managed Care Systems, Inc., a
Delaware corporation (the "Company"), in connection with its registration
statement on Form S-1MEF (the "Registration Statement"), filed with the
Securities and Exchange Commission relating to the proposed public offering
by Kevin R. Brown, a Selling Stockholder of up to 10,000 shares of the
Company's common stock, par value $.001 per share, (the "Secondary
Shares"). This opinion letter is furnished to you at your request to
enable you to fulfill the requirements of Item 601(b)(5) of Regulation S-K,
17 C.F.R. (S) 229.601(b)(5), in connection with the Registration Statement.
For purposes of this opinion letter, we have examined copies of
the following documents:
1. An executed copy of the Registration Statement.
2. The Amended and Restated Certificate of Incorporation of the
Company, as certified by the Secretary of the State of the
State of Delaware on November 22, 1995 and by the Secretary
of the Company on the date hereof as then being complete,
accurate and in effect.
<PAGE>
3. The Bylaws of the Company, as certified by the Secretary of
the Company on the date hereof as then being complete,
accurate and in effect.
4. The proposed form of underwriting agreement by and among the
Company and Alex. Brown & Sons Incorporated, Hambrecht &
Quist LLC and Smith Barney Inc., filed as Exhibit 1.01 to
the Registration Statement on Form S-1 (333-3978) (the
"Underwriting Agreement").
5. Resolutions of the Board of Directors of the Company
relating to the original issuance of the Secondary Shares,
as certified by the Secretary of the Company on the date
hereof as then being complete, accurate and in effect.
In our examination of the aforesaid documents, we have assumed
the genuineness of all signatures, the legal capacity of all natural
persons, the accuracy and completeness of all documents submitted to us,
the authenticity of all original documents and the conformity to authentic
original documents of all documents submitted to us as copies (including
telecopies). We also have assumed the accuracy, completeness and
authenticity of the foregoing certifications (of public officials,
governmental agencies and departments and corporate officers) and
statements of fact, on which we are relying, and have made no independent
investigations thereof. This opinion letter is given, and all statements
herein are made, in the context of the foregoing.
This opinion letter is based as to matters of law solely on the
General Corporation Law of the State of Delaware. We express no opinion
herein as to any other laws, statutes, regulations, or ordinances.
Based upon, subject to and limited by the foregoing, we are of
the opinion that assuming receipt by the Company of the consideration for
the Secondary Shares
<PAGE>
specified in the resolutions of the Board of Directors relating to the
original issuance of the Secondary Shares, the Secondary Shares are validly
issued, fully paid and nonassessable under the General Corporation Law of
the State of Delaware.
We assume no obligation to advise you of any changes in the
foregoing subsequent to the delivery of this opinion letter. This opinion
letter has been prepared solely for your use in connection with the filing
of the Registration Statement on the date of this opinion letter and should
not be quoted in whole or in part or otherwise be referred to, nor filed
with or furnished to any governmental agency or other person or entity,
without the prior written consent of this firm.
We hereby consent to the filing of this opinion letter as Exhibit
5.01 to the Registration Statement. In giving this consent, we do not
thereby admit that we are an "expert" within the meaning of the Securities
Act of 1933, as amended.
Very truly yours,
HOGAN & HARTSON L.L.P.
<PAGE>
Exhibit 23.02
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the inclusion in this Registration Statement on Form S-
1MEF, of our report, dated February 21, 1996, on our audits of the balance
sheets of AMISYS Managed Care Systems, Inc. (the "Company"), as of December
31, 1994 and December 31, 1995, and the related statements of operations,
stockholders' equity (deficit) and cash flows for the period from May 27,
1994 to December 31, 1994 and for the year ended December 31, 1995,
respectively, and the statements of operations, stockholders' equity
(deficit) and cash flows of American International Healthcare, Inc.
("AIHI"), a wholly-owned subsidiary of American International Group, Inc.,
for the year ended December 31, 1993 and for the period from January 1,
1994 to May 26, 1994 and the related financial statement schedule.
Coopers & Lybrand L.L.P.
Washington, D.C.
May 28, 1996
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
REGISTRATION STATEMENT ON FORM S-1 (FILE NO. 333-3978) WHICH INCLUDES THE
BALANCE SHEETS AND STATEMENTS OF OPERATIONS FOR THE PERIODS PRESENTED AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C> <C>
<PERIOD-TYPE> YEAR 3-MOS
<FISCAL-YEAR-END> DEC-31-1995 DEC-31-1996
<PERIOD-START> JAN-01-1995 JAN-01-1996
<PERIOD-END> DEC-31-1995 MAR-31-1996
<CASH> 5,354 5,962
<SECURITIES> 20,400 20,660
<RECEIVABLES> 6,759 7,609
<ALLOWANCES> 397 425
<INVENTORY> 0 0
<CURRENT-ASSETS> 32,820 34,364
<PP&E> 1,483 1,636
<DEPRECIATION> 513 667
<TOTAL-ASSETS> 34,405 35,555
<CURRENT-LIABILITIES> 6,728 7,485
<BONDS> 0 0
0 0
0 0
<COMMON> 8 8
<OTHER-SE> 27,309 28,062
<TOTAL-LIABILITY-AND-EQUITY> 34,045 35,555
<SALES> 31,787 9,628
<TOTAL-REVENUES> 31,787 9,628
<CGS> 17,278 5,168
<TOTAL-COSTS> 12,334 3,646
<OTHER-EXPENSES> 0 0
<LOSS-PROVISION> 0 0
<INTEREST-EXPENSE> 622 6
<INCOME-PRETAX> 1,675 1,144
<INCOME-TAX> 0 407
<INCOME-CONTINUING> 1,675 737
<DISCONTINUED> 0 0
<EXTRAORDINARY> 0 0
<CHANGES> 0 0
<NET-INCOME> 1,675 737
<EPS-PRIMARY> 0.28 0.09
<EPS-DILUTED> 0 0
</TABLE>
