UNITED STATES
SECURITIES EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A-1
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended May 31, 1997
Commission File No. 0-27614
MEDICUS SYSTEMS CORPORATION
A Delaware Corporation IRS Employer Identification No.
36-4056769
One Rotary Center, Suite 1111
Evanston, Illinois 60201
(847) 570-7500
Securities Registered Pursuant to Section 12(b) of the Act:
None
Securities Registered Pursuant to Section 12(g) of the Act:
Common Stock, par value $.01 per share
(Title of Class)
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. [X] Yes [ ] No
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Registration S-K is not contained herein, and will not be contained, to
the best of the Registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [X]
As of August 21, 1997, there were 5,483,207 shares of common stock
outstanding, and the aggregate market value of the common stock (based upon the
August 21, 1997 closing sale price on the Nasdaq National Market) held by
non-affiliates was approximately $23,290,034.
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MEDICUS SYSTEMS CORPORATION
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
INDEX TO FINANCIAL STATEMENTS
Page
Report of Independent Accountants F-2
Balance Sheets at May 31, 1997 and 1996 F-3
Statements of Operations for the years
ended May 31, 1997, 1996 and 1995 F-4
Statements of Changes in Stockholders' Equity for
the years ended May 31, 1997, 1996 and 1995 F-5
Statements of Cash Flows for the years ended
May 31, 1997, 1996 and 1995 F-7
Notes to Financial Statements F-8
All supplemental schedules other than as set forth above are omitted as
inapplicable or because the required information is included in the Financial
Statements or the Notes to Financial Statements.
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Exhibits:
A list of Exhibits is set forth in the Exhibit Index, which index precedes
such exhibits and which is incorporated herein by this reference thereto.
Included in the exhibits listed therein are the following exhibits which
constitute management contracts or compensatory plans or arrangements:
(i.) 1989 Stock Option Plan, as amended
(ii.) 1991 Stock Option Plan
(iii.) 1993 Stock Option Plan
(iv.) 1993 Performance Stock Option Plan
(v.) Stock Purchase Plan, as amended
(vi.) Form of Indemnification Contract between Registrant
and each officer and director
(vii.) Retirement Savings Plan
(viii.) 1994 Stock Option Plan
(ix.) 1994 Directors' Stock Option Plan
(x.) 1995 RCM Stock Option Plan
(xi.) 1996 C.E.O. Stock Option Plan
(xii.) 1996 C.E.O. Replacement Stock Option Plan
(xiii.) 1996 C.E.O. Special Stock Option Plan
(xiv.) 1997 Employee Stock Option and Restricted Stock Plan
(xv.) Amendment to and Restatement of the 1989, 1991, 1993,
1993 Performance and 1994 Stock Option Plans
(xvi.) Stock Repurchase and Warrant Agreement between the Company and
Richard C. Jelinek
(xvii.) Stock Repurchase and Warrant Agreement between the Company and the
Boston Safe Deposit and Trust Company of California, or its
successors, as trustee of the Richard C. Jelinek Charitable Remainder
Unitrust dated August 3, 1993
Reports on Form 8-K:
No reports on Form 8-K were filed during the last quarter of the fiscal
year ended May 31, 1997.
<PAGE>
Exhibit Index
Exhibit
Number Page *
2 Distribution Agreement between the Predecessor Corporation
and the Registrant (Incorporated by Reference to Exhibit 2(b) to
the Predecessor Corporation's Report on Form 8-K (Commission
File No. 0-19393) dated March 1, 1996, as amended by
Form 8-K/A-1 filed on April 30, 1996).
3 (a) Restated Certificate of Incorporation (incorporated by reference
to Exhibit 4(a) to Registration Statement number 333-3028).
(b) Bylaws (incorporated by reference to Exhibit 3(b) to the
Registrant's Registration Statement on Form 10
(Commission File No. 0-27614)).
10 (b) Agreement between the Registrant and Comshare, Inc. **
(c) 1989 Stock Option Plan, as amended **
(c)(1) 1991 Stock Option Plan ***
(c)(2) 1993 Stock Option Plan ****
(c)(3) 1993 Performance Stock Option Plan ****
(c)(4) 1994 Stock Option Plan *****
(c)(5) 1994 Directors' Stock Option Plan #
(c)(6) 1995 RCM Stock Option Plan ##
(c)(7) 1996 C.E.O. Stock Option Plan ##
(c)(8) 1996 C.E.O. Replacement Stock Option Plan ##
(c)(9) 1996 C.E.O. Special Stock Option Plan ##
(c)(10)1997 Employee Stock Option and Restricted Stock Plan
(Incorporated by Reference to Exhibit D to the Company's
Proxy Statement dated February 17, 1997 (Commission File
No. 0-27614))
(c)(11)Amendment to and Restatement of the 1989, 1991, 1993, 1993
Performance and 1994 Stock Option Plans (Incorporated by
Reference to Exhibit C to the Company's Proxy Statement
dated February 17, 1997 (Commission File No. 0-27614))
(e)(1) Stock Repurchase and Warrant Agreement between the Company and
Richard C. Jelinek (Incorporated by Reference to Exhibit E
to the Company's Proxy Statement dated February 17, 1997
(Commission File No. 0-27614))
(e)(2) Stock Repurchase and Warrant Agreement between the Company and the
Boston Safe Deposit and Trust Company of California, or its
successors, as trustee of the Richard C. Jelinek Charitable
Remainder Unitrust dated August 3, 1993 (Incorporated by
Reference to Exhibit E to the Company's Proxy Statement dated
February 17, 1997 (Commission File No. 0-27614))
(f) Stock Purchase Plan, as amended ##
(g) Form of Indemnification Contract between Registrant and each
officer and director **
(h) Retirement Savings Plan ****
(i) Lease of Evanston, IL office ##
(j) Lease of Alameda, CA office ##
(k) Lease of Cincinnati, OH office ***
(l) Lease of Chesterfield, MO office ##
(m) Loan and Security Agreement with Cole Taylor Bank ###
23 Consent of Price Waterhouse ###
27 Financial Data Schedule
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* Indicated only on manually signed original of report.
** Incorporated by reference to the exhibit with the same designation
filed as part of Registration Statement No. 33-41253.
*** Incorporated by reference to the exhibit with the same designation filed
as part of the Annual Report on Form 10-K of the Predecessor Corporation
for the fiscal year ended May 31, 1992.
**** Incorporated by reference to the exhibit with the same designation filed
as part of the Annual Report on Form 10-K of the Predecessor Corporation
for the fiscal year ended May 31, 1993.
***** Incorporated by reference to the exhibit with the same designation filed
as part of the Annual Report on Form 10-K of the Predecessor Corporation
for the fiscal year ended May 31, 1994.
# Incorporated by reference to the exhibit with the same designation filed
as part of the Annual Report on Form 10-K of the Predecessor Corporation
for the fiscal year ended May 31, 1995.
## Incorporated by reference to the exhibit with the same designation filed
as part of the Annual Report on Form 10-K of the Registrant for the
fiscal year ended May 31, 1996.
### Filed as part of the Annual Report on Form 10-K of the Registrant for
the fiscal year ended May 31, 1997, as originally filed on August
28, 1997.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
MEDICUS SYSTEMS CORPORATION
By Patrick C. Sommers
Patrick C. Sommers
Chairman, Chief Executive Officer and
President
Dated: December 10, 1997
