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As filed with the Securities and Exchange Commission on October 9, 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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SUPERIOR CONSULTANT HOLDINGS CORPORATION
(Exact name of registrant as specified in its charter)
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<S><C>
DELAWARE 8742 38-3306717
(State or other jurisdiction of (Primary Standard Industrial (I.R.S Employer Identification No.)
incorporation or organization) Classification Code No.)
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RICHARD D. HELPPIE, JR.
Chief Exectuive Officer
Superior Consultant Holdings Corporation
4000 TOWN CENTER, SUITE 1100,
SOUTHFIELD, MI 48075
(810) 386-8300
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
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COPIES TO:
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<S><C>
WILLIAM M. WEAVER, JR. SCOTT N. GIERKE
Sachnoff & Weaver, Ltd. McDermott, Will & Emery
30 S. Wacker Drive, 29th Floor 227 W. Monroe St.
Chicago, Illinois 60606-7484 Chicago, Illinois 60606
Telephone no. (312) 207-6401
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Approximate date of commencement of the proposed sale
of the securities to the public:
As soon as practicable after this Registration Statement becomes effective.
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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 number of the earlier effective
registration statement for the same offering /X/ 333-10213
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 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
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<CAPTION>
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PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF EACH CLASS OF AMOUNT TO BE OFFERING AGGREGATE OFFERING AMOUNT OF
SECURITIES TO BE REGISTERED REGISTERED(1) PRICE PER SHARE(2) PRICE(2) REGISTRATION FEE
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<S> <C> <C> <C> <C>
Common Stock, $.01 par value................ 402,500 shares $ 16.00 $ 6,440,000 $ 1,952
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(1) Includes 52,500 shares that the Underwriters have the option to purchase
to cover over-allotments, if any.
(2) Estimated pursuant to Rule 457, solely for the purpose of computing the
registration fee.
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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, by Superior Consultant Holdings
Corporation (the "Company") with the Securities and Exchange Commission (the
"Commission"). This Registration Statement hereby incorporates by reference
the contents of the Registration Statement on Form S-1 (File No. 333-10213), as
amended, relating to the offering of up to 2,472,500 shares of common stock of
the Company filed on August 15, 1996 and declared effective by the Commission on
October 9, 1996.
CERTIFICATION
The Company hereby certifies to the Commission that it has instructed
its bank to pay the Commission the filing fee of $1,952 for the additional
securities being registered hereby as soon as practicable (but in any event no
later than the close of business on October 10, 1996); that it will not revoke
such instructions; that it has sufficient funds in the relevant account to
cover the amount of the filing fee; and that it undertakes to confirm receipt
of such instructions by the bank on October 10, 1996.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Company
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Southfield, State of
Michigan, on October 9, 1996.
SUPERIOR CONSULTANT
HOLDINGS CORPORATION
By: /s/ RICHARD D. HELPPIE, JR.
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Richard D. Helppie, Jr.
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities indicated on the 9th day of October, 1996.
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<CAPTION>
SIGNATURE TITLE
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<S> <C>
/s/ RICHARD D. HELPPIE, JR. President, Chief Executive Officer
- ------------------------------------ (Principal Executive Officer) and Director
Richard D. Helppie, Jr.
/s/ JAMES T. HOUSE (Principal Financial and Accounting Officer)
- ------------------------------------
James T. House
* Director
- ------------------------------------
Reginald M. Ballantyne III
* Director
- ------------------------------------
Bernard J. Lachner
* Director
- -------------------------------------
Douglas S. Peters
* Director
- -------------------------------------
Richard P. Saslow
* Director
- --------------------------------------
Donald W. Simborg, M.D.
*By /s/ RICHARD D. HELPPIE, JR.
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Richard D. Helppie, Jr.
/s/ JAMES T. HOUSE
- --------------------------------------
James T. House
Attorney-in-Fact
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II-5
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INDEX TO EXHIBITS
EXHIBIT
NO. DESCRIPTION
5.1 Opinion of Sachnoff & Weaver, Ltd.
23.1 Consent of Grant Thornton LLP
23.2 Consent of Sachnoff & Weaver, Ltd. (contained in its opinion filed
as Exhibit 5.1 hereto).
24.1* Powers of Attorney
* Incorporated by reference from Exhibit 24.1 to the Company's
Registration Statement on Form S-1 (File No. 333-10213)
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EXHIBIT 5.1
[SACHNOFF & WEAVER, LTD. LETTERHEAD]
October 9, 1996
Superior Consultant Holdings Corporation
4000 Town Center
Suite 1100
Southfield, MI 48075
Dear Ladies and Gentlemen:
We have acted as counsel to Superior Consultant Holdings Corporation, a
Delaware corporation (the "Company"), in connection with the Registration
Statement on Form S-1 (the "Registration Statement"), filed by the Company
under the Securities Act of 1933, as amended, with the Securities and Exchange
Commission (the "Commission"), relating to the sale of up to 402,500 shares
(the "Shares") of the Company's Common Stock, par value $0.01 per share. We
have examined the Registration Statement and the form of the Underwriting
Agreement filed with the Commission as an exhibit, to the Registration
Statement (the "Underwriting Agreement"). In addition ,we have reviewed such
other documents and records of corporate proceedings, and have made such further
investigations, as we have deemed necessary to enable us to express the opinion
hereinafter set forth.
We hereby advise you that in our opinion the Shares have been duly
authorized by the Company and, upon payment and delivery in accordance with the
Underwriting Agreement, will be validly issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to us under the caption "Legal
Matters" in the Registration Statement. In giving this consent, we do not
hereby admit that we are in the category of persons whose consent is required
under Section 7 of the Securities Act of 1933 or the rules and regulations of
the Securities and Exchange Commission.
Very truly yours,
/s/ Sachnoff & Weaver, Ltd.
SACHNOFF & WEAVER, LTD.
JAS/WED
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EXHIBIT 23.1
ACCOUNTANTS' CONSENT
We have issued our report dated July 26, 1996, accompanying the consolidated
financial statements of Superior Consultant Holdings Corporation and
Subsidiaries. We consent to the use of the aforementioned report in the
Registration Statement incorporated herein by reference and to the references
to our firm under the headings "Selected Consolidated Financial and Operating
Data" and "Experts" in the prospectus contained in such Registration Statement.
/s/ GRANT THORNTON LLP
Detroit, Michigan
October 9, 1996
