<PAGE> 1
As filed with the Securities and Exchange Commission on May 21, 1998
Registration Statement No. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
---------------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
---------------------
SUPERIOR CONSULTANT HOLDINGS CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE 38-3306717
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
4000 TOWN CENTER, SUITE 1100
SOUTHFIELD, MICHIGAN 48075
(248) 386-8300
(Address, Including Zip Code, and Telephone Number, Including Area Code, of
Registration's Principal Executive Offices)
RICHARD D. HELPPIE, JR., CHIEF EXECUTIVE OFFICER
SUPERIOR CONSULTANT HOLDINGS CORPORATION
4000 TOWN CENTER, SUITE 1100
SOUTHFIELD, MICHIGAN 48075
(248) 386-8300
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code,
of Agent For Service)
---------------------------------------------
COPIES TO:
WILLIAM E. DORAN
SACHNOFF & WEAVER, LTD.
30 S. WACKER DRIVE, 29TH FLOOR
CHICAGO, ILLINOIS 60606
(312) 207-6401
---------------------------------------------
Approximate date of commencement of proposed sale to the public: As soon
as practicable after the effective date of this Registration Statement.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
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. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under he Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
-------------------
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. [ ]
---------------------
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
-------------------------
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
=======================================================================================================================
PROPOSED PROPOSED
TITLE OF SHARES AMOUNT TO MAXIMUM OFFERING MAXIMUM AGGREGATE AMOUNT OF
TO BE REGISTERED BE REGISTERED(1) PRICE PER SHARE(2) OFFERING PRICE(2) REGISTRATION FEE
- -----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $0.01 par value... 63,385 $41.8125 (2) $2,650,285 (2) $782
- -----------------------------------------------------------------------------------------------------------------------
=======================================================================================================================
</TABLE>
(1) In accordance with Rule 416 under the Securities Act of 1933, Common Stock
offered hereby shall also be deemed to cover additional securities to be offered
or issued in connection with stock splits, stock dividends or similar
transactions.
(2) Estimated solely for the purpose of calculating the amount of the
registration fee pursuant to Rule 457(c), based on the average of the high and
low reported price of the Company's Common Stock on May 19, 1998.
-------------------------
THE REGISTRANT AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS
MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A
FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE
SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
================================================================================
<PAGE> 2
Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor may
offers to buy be accepted prior to the time the registration statement becomes
effective. This prospectus shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of these securities
in any State in which such offer, solicitation, or sale would be unlawful
prior to registration or qualification under the securities laws of any such
State.
SUBJECT TO COMPLETION, DATED MAY 21, 1998
PROSPECTUS
63,385 SHARES
SUPERIOR CONSULTANT HOLDINGS CORPORATION
COMMON STOCK
$0.01 PAR VALUE
This Prospectus covers 63,385 shares (the "Shares") of common stock, par
value $0.01 per share (the "Common Stock"), of Superior Consultant Holdings
Corporation, a Delaware Corporation ("SUPC" or the "Company"). All of the Shares
are being offered by the persons who are named herein under "Selling
Stockholders," or by pledgees, donees, transferees, distributees in liquidation
or other successors in interest and permitted assigns of such selling
stockholders (the "Selling Stockholders"). The Company will not receive any of
the proceeds from the sale of the Shares.
The Company has not made any underwriting arrangements with respect to the
Shares. SUPC's Common Stock is quoted on the Nasdaq National Market under the
symbol SUPC. On May 19, 1998, the last sale price reported was $42 1/8.
This Prospectus is to be used in connection with the sale of the Shares
from time to time by the Selling Stockholders. The Shares may be sold from time
to time by the Selling Stockholders, directly or through underwriters, dealers
or agents, in market transactions, including block trades or ordinary brokers
transactions or in privately-negotiated transactions. The price at which any of
the Shares may be sold, and the commissions, if any, paid in connection with any
sale, may be privately negotiated, may be based on then prevailing market prices
and may vary from transaction to transaction and as a result are not currently
known. This Prospectus may be used by the Selling Stockholders or by any
broker-dealer who may participate in sales of securities covered hereby. See
"Plan of Distribution and Offering Price."
The Company will pay the legal and other expenses of this offering
(estimated to be $15,000), except that the Selling Stockholders will bear the
cost of any brokerage commissions or discounts incurred in connection with the
sale of their Shares. The Company has agreed to indemnify the Selling
Stockholders against certain liabilities, including liabilities arising under
the Securities Act. See "Plan of Distribution and Offering Price."
THE SHARES HEREBY OFFERED INVOLVE A HIGH DEGREE OF RISK. (SEE "RISK
FACTORS" BEGINNING ON PAGE 2)
-----------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION, NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
----------------------
The date of this Prospectus is , 1998.
---------
<PAGE> 3
No dealer, salesperson or other person has been authorized to give any
information or to make any representations not contained, or incorporated by
reference, in this Prospectus and, if given or made, such information or
representation must not be relied upon as having been authorized by the Company
or the Selling Stockholders. This Prospectus does not constitute an offer to
sell or the solicitation of any offer to buy any of the securities offered
hereby in any jurisdiction to any person to whom it is unlawful to make such
offer in such jurisdiction. Neither the delivery of this Prospectus nor any sale
made hereunder shall, under any circumstances, create any implication that the
information herein is correct as of any time subsequent to the date hereof or
that there has been no change in the affairs of the Company since such date.
RISK FACTORS
In addition to the other information set forth in this Prospectus,
investors should consider carefully the following factors in connection with an
investment in the shares of Common Stock offered hereby. This Prospectus and
certain of the documents incorporated by reference herein contain certain
forward-looking statements which involve substantial risks and uncertainties.
These forward-looking statements can generally be identified as such because
the context of the statement includes words such as the Company "believes,"
"anticipates, " "expects," "estimates, " "intends," or other words of similar
import. Similarly, statements that describe the Company's future plans,
objectives and goals are also forward-looking statements. The Company's actual
results, performance or achievements could differ materially from those
expressed or implied in these forward-looking statements as a result of certain
factors, including those set forth below and elsewhere in this Prospectus and
in documents incorporated by reference herein.
RECRUITMENT AND RETENTION OF PROFESSIONAL STAFF
The Company's business involves the delivery of professional services
and is labor-intensive. The Company's success depends in large part upon its
ability to attract, develop, motivate and retain highly skilled consultants.
There is significant competition for employees with the skills required to
perform the services offered by the Company from other consulting firms,
healthcare providers and other healthcare industry participants, health
information systems vendors, clients, systems integrators and many other
enterprises. There can be no assurance that the Company will be able to attract
and retain a sufficient number of highly skilled employees in the future or that
it will continue to be successful in training, retaining and motivating
employees. The loss of a significant number of consultants and/or the Company's
inability to hire a sufficient number of qualified consultants would adversely
affect the Company's ability to secure, service and complete client engagements
and could have a material adverse effect on the Company's business, operating
results and financial condition.
VARIABILITY OF QUARTERLY OPERATING RESULTS
Variations in the Company's revenue and operating results may occur as
a result of a number of factors, such as the number and significance of active
client engagements during a quarter, delays incurred in connection with a
project, employee hiring and consultant utilization. The timing of revenues is
difficult to forecast because the Company's sales cycle can be relatively long
and may depend on factors such as the size and scope of assignments, budgetary
cycles and pressures and general economic conditions. In addition, a substantial
percentage of the Company's expenses, particularly personnel and rent, are
relatively fixed in advance of any particular quarter. As a result, a
3
<PAGE> 4
variation in the size or number of client assignments or the timing of the
initiation or the completion, of client assignments can cause significant
variations in operating results from quarter to quarter. Seasonal factors, such
as vacation days and total business days in a quarter, and the business
practices of clients such as deferring commitments on new projects until after
the end of the calendar year or the client's fiscal year, could require the
Company to maintain under-utilized employees and could therefore have a material
adverse-effect on the Company's business, financial condition and results of
operations. In addition, the Company's annual employee meetings can result in
lower consultant utilization in the quarter in which the meeting occurs. Given
the possibility of such fluctuations, the Company believes that comparisons of
its results of operations for preceding quarters are not necessarily meaningful
and that such results for one quarter should not be relied upon as an indication
of future performance. Based on the preceding factors, it is possible that the
Company may experience a shortfall in revenue or earnings from expected levels
or otherwise fail to meet expectations of securities analysts or the market in
general, which could have a material adverse effect on the market price of the
Company's Common Stock.
MANAGEMENT OF GROWTH
The Company's operational and geographic growth (including an increase
from 5 to 18 facilities in the last eighteen months) as well as the Company's
acquisitions and success in securing outsourcing contracts has placed
significant demands on the Company's management, administrative, operational and
financial resources. The Company's ability to manage its growth will require the
Company to continue to implement and improve its operational, financial and
management information systems and to continue to expand, motivate and
effectively manage an evolving and expanding workforce. In addition, the
Company's success will depend in large part on its ability to maintain high
levels of consultant utilization, maintain or increase billing rates, maintain
quality and accurately set and meet schedules. If the Company is unable to
manage effectively any of these variables, the quality of the Company's
services, its ability to retain key personnel and its results of operation could
be materially and adversely affected. No assurance can be given that the Company
will continue to experience growth or that the Company will be successful in
managing its growth, if any.
CLIENT CONCENTRATION
The Company derives a significant portion of its revenues from a
relatively limited number of clients. For example, during 1996 and 1997 the
Company's five largest clients accounted for approximately 25.8% and 23.6%,
respectively, of the Company's revenues. Detroit Medical accounted for 7.1% and
8.1% of the Company's revenues in 1996 and 1997, respectively. Two of the top
five clients in 1996 were also among the Company's five largest clients during
1997. Except for the Company's outsourcing contracts, which typically are for
more than one year, clients engage the Company on an assignment-by-assignment
basis, and a client can generally terminate an assignment at any time without
penalty. In addition, the level of the Company's consulting services required by
any individual client can diminish over the life of its relationship with the
Company, and there can be no assurance that the Company will be successful in
establishing relationships with new clients as this occurs. Moreover, there can
be no assurance that the Company's existing clients will continue to engage the
Company for additional projects or do so at the same revenue levels. The loss of
any significant client could have a material adverse effect on the Company's
business, financial condition and results of operations.
4
<PAGE> 5
VENDOR SYSTEMS CONCENTRATION
There are numerous healthcare information systems solutions available
to the healthcare industry. Vendors of these products come into and out of favor
depending on a variety of factors. Although the Company's consultants have
expertise with the information systems developed by numerous healthcare
information system vendors, historically the Company has experienced periodic
revenue concentration from client projects involving the products of an evolving
group of vendors. At present, the Company believes that its current
concentration of revenue derived from the planning, management, process design
and implementation involving the products of three leading healthcare
information systems vendors, Shared Medical Systems Corporation ("SMS"), HBO &
Company ("HBOC") and Cerner Corp. ("Cerner") generally reflects the current
favor of the healthcare industry participants served by the Company to these
vendors. Client projects involving the products of these three vendors,
together, represented approximately 44.2% and 29.6% of the Company's revenues in
1996 and 1997, respectively. Should one of these vendors (or any other vendors
with whose products the Company has substantial involvement) lose favor in the
healthcare industry, it would require the Company to refocus its efforts on
alternative information systems products of other vendors. The loss of a major
portion of the Company's business with respect to any one of these vendors could
have a material adverse effect on the Company's business, financial condition
and results of operations.
DEPENDENCE ON SENIOR MANAGEMENT
The success of the Company is highly dependent upon the efforts,
abilities and business generation capabilities of its senior management team,
including its three most senior executive officers: Richard D. Helppie, Jr.,
President and Chief Executive Officer of the Company; Charles O. Bracken,
Executive Vice President of Superior; and Robert R. Tashiro, Senior Vice
President and Chief Operating Officer of Superior. Although client relationships
are managed at many levels of the Company, the loss of the services of any of
these key executives for any reason could have a material adverse effect upon
the Company's business, financial condition and results of operations, including
its ability to secure engagements. Moreover, certain client and industry
relationships and areas of expertise are dependent on the efforts, abilities and
business generation capabilities of other members of the Company's management
team. The loss of the services of any of these management team members could
have a material adverse effect on the Company's business, financial condition
and results of operations.
RISKS OF COMPLETED ACQUISITIONS; RISKS OF ACQUISITION STRATEGY
Since its initial public offering, the Company has consummated six
acquisitions and the Company expects to continue to expand through acquisitions
as a part of its growth strategy. However, the anticipated benefits of these
acquisitions may not be achieved, and the Company's growth strategies will not
be fully implemented, unless the Company successfully integrates and markets its
acquired services in a timely manner. The difficulties of such integration may
initially be increased by the necessity of integrating personnel with disparate
business backgrounds and corporate cultures. Management's focus on the
integration of acquired companies and the implementation of the Company's
strategy may cause interruption, or loss of momentum, in the ongoing activities
of the Company or one or more of the acquired companies, which could have a
material adverse effect on the Company's business, financial condition and
results of operations.
5
<PAGE> 6
The Company intends to continue to expand its geographic presence,
industry expertise and technical scope through strategic acquisitions and
alliances with companies that provide additional and complementary products,
services or skills or have strategic client relationships. There can be no
assurance that the Company will be able to identify suitable acquisition
candidates or that, if identified, the Company will be able to acquire such
companies on suitable terms. Moreover, other companies are competing for
acquisition candidates, which could result in an increase in the price of
acquisition targets and a decrease in the number of attractive companies
available for acquisition. Acquisitions also involve a number of special risks,
including: (i) adverse effects on the Company's reported operating results
including increased goodwill amortization and interest expense; (ii) diversion
of management attention; (iii) risks associated with unanticipated problems,
liabilities or contingencies; (iv) difficulties related to the integration and
management of the acquired business; (v) the risk of entering markets in which
the Company has limited or no-direct expertise; and (vi) the potential loss of
key employees of the acquired companies. In addition, acquisitions may involve
the expenditure of significant funds. There can be no assurance that any
acquisition will result in long-term benefits to the Company or that management
will be able to manage effectively the resulting business. The occurrence of
some or all of the events described in these risks could have a material adverse
effect on the Company's business, financial condition and record of operations.
HEALTHCARE INDUSTRY CONCENTRATION
All of the revenues of the Company's wholly-owned healthcare consulting
subsidiary, Superior, in 1996 and 1997, were derived from clients involved in
the healthcare industry. These revenues represented 91.6% and 89.1%,
respectively, of the total revenues generated by the Company on a consolidated
basis for the same periods. In addition, for 1997, the Company's other
wholly-owned subsidiary, Enterprise, derived 16.1% of its revenues from
healthcare clients. As a result of the Company's focus on healthcare consulting,
the Company's business, financial condition and results of operations are
influenced by conditions affecting this industry, including changing political,
economic and regulatory influences that may affect the procurement practices and
operation- of healthcare providers. Many federal and state legislators have
announced that they intend to propose programs to reform the United States
healthcare system at both the federal and state level and government agencies
have intensified efforts to monitor fraud and abuse in healthcare programs
reimbursed by federal and state agencies. These efforts could adversely affect
the Company's clients, result in lower reimbursement rates and change the
environment in which providers operate and could otherwise adversely affect
service providers such as the Company. In addition, large private purchasers of
healthcare services are placing increasing cost pressure on providers.
Healthcare providers may react to these cost pressures and other uncertainties
by curtailing or deferring investments, including investments in the Company's
services. Moreover, many healthcare providers are consolidating to create larger
healthcare delivery organizations and are forming affiliations for purchasing
products and services. These consolidations and affiliations reduce the number
of potential customers for the Company's services and the increased bargaining
power of these organizations could lead to reductions in the amounts paid for
the Company's services. In addition, this consolidation is likely to result in
the acquisition of certain of the Company's clients, and such clients may scale
back or terminate their relationship with the Company following their
acquisition. The impact of these developments in the healthcare industry is
difficult to predict and could have a material adverse effect on the Company's
business, financial condition and results of operations.
6
<PAGE> 7
PROJECT RISKS; LIMITED OUTSOURCING EXPERIENCE
Many of the Company's engagements involve projects which are critical
to the operations of its clients' business and which provide benefits that may
be difficult to quantify. The Company's failure to meet a client's expectations
in the performance of its services could damage the Company's reputation and
adversely affect its ability to attract new business. In addition, the Company
could incur substantial costs and expend significant resources correcting errors
in its work, and could possibly become liable for damages caused by such errors.
For example, the healthcare industry faces potential difficulties with its
information systems and business operations arising out of potential Year 2000
problems. The Company is currently engaged in assisting clients in auditing Year
2000 compliance and taking steps to render information systems Year 2000
compliant. The year 2000 problem is the result of prior computer programs being
written using two digits, rather than four digits, to define the applicable
year. Any of the client's programs that have time-sensitive software may
recognize a date using "00" as the year 1900 rather than the year 2000. This
could result in major system failure or miscalculations. Additionally, the
Company has assisted and continues to assist its clients in selecting and
implementing software applications for the clients' use in their business. While
the Company is not aware of any existing or potential claims, the occurrence of
Year 2000 related systems failures in the information systems or other systems
of clients of the Company could involve the Company in disputes and negatively
impact client relationships, which in turn could have a material adverse effect
on the Company's business, financial condition and results of operations,
whether or not the Company bears any responsibility, legal or otherwise, for the
occurrence of those problems.
The Company has established a program to provide healthcare IT
outsourcing which includes interim management, personnel acquisition and
facilities management, and/or the transfer of a client's information system
assets--hardware/software and human resources--from an internal business
function to an outsourced service. To implement its outsourcing program, the
Company may be required to make substantial investments in capital assets and
personnel for certain outsourcing contracts. The Company may also be dependent
upon its ability to hire and retain some or all of an outsourcing client's
former IT staff in order to provide appropriate service levels. The provision of
outsourcing services and its profitability could also be adversely affected by
the recent increase in government scrutiny of provider reimbursement practices.
The Company has limited experience to date as an outsourcing provider, and there
can be no assurance that the Company will be able to assess accurately the
investment required and negotiate and perform in a profitable manner any of its
outsourcing contracts. If the Company is successful in implementing its
outsourcing strategy, the Company anticipates that competitors may increase
their focus on this market which could adversely affect the Company's ability to
obtain new outsourcing contracts as well as the profitability of any such
contracts. In addition, any failure by the Company to perform adequately under
its outsourcing agreements may adversely effect its ability to obtain future
consulting engagements from these or other clients. As a result of the Company's
success in obtaining outsourcing contracts and the nature of the practices of
certain recently acquired companies, an increasing portion of the Company's
projects are billed on a fixed-fee basis as opposed to the Company's general
method of billing on a time and materials basis. The Company's failure to
estimate accurately the resources and related expenses required for a fixed-fee
project or its failure to complete its contractual obligations in a manner
consistent with the project plan upon which its fixed-fee contract was based
could have a material adverse effect on the Company's business, financial
condition and results of operations.
7
<PAGE> 8
COMPETITION
The market for the Company's services is highly fragmented and highly
competitive and is subject to rapid change. The Company believes that it
currently competes principally with systems integration firms, national
consulting firms, including the consulting divisions of large accounting firms,
information system vendors, service groups of computer equipment companies,
facilities management companies, general management consulting firms and
regional and specialty consulting firms. Many of the Company's competitors have
significantly greater financial, technical and marketing resources than the
Company, generate greater revenues and have greater name recognition than the
Company. Moreover, those competitors that sell or license their own
software may in the future attempt to limit or eliminate the use of third party
consultants, such as the Company, to implement and/or customize such software.
In addition, vendors whose systems may enjoy wide market acceptance and large
market share could enter into exclusive or restrictive agreements with other
consulting firms which could eliminate or substantially reduce the Company's
implementation work for those systems. There are relatively low barriers to
entry into the Company's markets, and the Company has faced and expects to face
additional competition from new entrants into the healthcare consulting
industry. In addition, combinations and consolidations in the consulting
industry will give rise to larger competitors whose relative strengths are
impossible to predict. The Company also competes with its clients' internal
resources, particularly where these resources represent a fixed cost to the
client. This internal client competition may heighten as consolidation of
healthcare providers creates organizations large enough to support more
sophisticated internal information management capabilities. There can be no
assurance that the Company will be able to compete effectively with current and
future competitors or that competitive pressures (including wage pressures as
the consultant labor market tightens) faced by the Company will not cause the
Company's revenue or operating margins to decline or otherwise materially
adversely affect its business, financial condition and results of operations.
LIMITED PROTECTION OF PROPRIETARY SYSTEMS AND PROCEDURES
The Company's success is in part dependent upon its proprietary
internal information and communication systems, databases, tools, and the
methods and procedures that it has developed specifically to serve its clients.
In addition, Enterprise has and will continue to develop proprietary groupware
tools and applications. The Company has no patents or registered copyrights;
consequently, it relies on a combination of nondisclosure and other
contractual arrangements and copyright, trademark and trade secret laws to
protect its proprietary systems, information and procedures. There can be no
assurance that the steps taken by the Company to protect its proprietary rights
will be adequate to prevent misappropriation of such rights or that the Company
will be able to detect unauthorized use and take appropriate steps to enforce
its proprietary rights. The Company believes that its systems and procedures
and other proprietary rights do not infringe upon the proprietary rights of
third parties. There can be no assurance, however, that third parties will not
assert infringement claims against the Company in the future or that any such
claims will not require the Company to enter into materially adverse license
arrangements or result in protracted and costly litigation, regardless of the
merits of such claims.
INFLUENCE OF PRINCIPAL STOCKHOLDER
8
<PAGE> 9
After completion of this offering, the Company's principal stockholder
and Chief Executive Officer Richard D. Helppie, Jr., will beneficially own
approximately 31.1% of the Company's outstanding shares of Common Stock. As a
result, Mr. Helppie will retain the voting power to exercise significant
influence over the outcome of matters requiring a stockholder vote, including
the election of directors and the approval of significant corporate matters.
Such a concentration of control could adversely affect the market price of the
Common Stock or could have the effect of delaying or preventing a change in
control of the Company.
LIMITED TRADING HISTORY OF COMMON STOCK; STOCK PRICE VOLATILITY
The Common Stock was first publicly traded on October 10, 1996 after
the Company's initial public offering of Common Stock to the public at $16 per
share. Between October 10, 1996 and May 19, 1998 the sale price has ranged from
a low of $14-3/4 per share to a high of $42-1/8 per share. The market price of
the Common Stock could continue to fluctuate substantially due to a variety of
factors, including quarterly fluctuations in results of operations, adverse
circumstances affecting the introduction or market acceptance of new services
offered by the Company, announcements of new services by competitors, changes in
the healthcare and IT consulting environments, changes in earnings estimates by
analysts, sales of Common Stock by existing holders, loss of key personnel and
other factors. The market price for the Company's Common Stock may also be
affected by the Company's ability to meet analysts expectations, and any failure
to meet such expectations, even if minor, could have a material adverse effect
on the market price of the Company's Common Stock. In addition, the stock market
is subject to extreme price and volume fluctuations. This volatility has had a
significant effect on the market prices of securities issued by many companies
for reasons unrelated to the operating performance of these companies. In the
past, following periods of volatility in the market price of a company's
securities, securities class action litigation has often been instituted against
such a company. Any such litigation instigated against the Company could result
in substantial costs and a diversion of management's attention and resources,
which could have a material adverse effect on the Company's business, operating
results and financial condition.
CERTAIN ANTITAKEOVER EFFECTS
The Company's Amended and Restated Certificate of Incorporation and
By-Laws and the Delaware General Corporation Law include provisions that may be
deemed to have antitakeover effects and may delay, defer or prevent a takeover
attempt that stockholders might consider in their best interests. These include
a board of directors which is divided into three classes, each of which is
elected for staggered, three-year terms, By-Law provisions under which only the
Chairman of the Board, a majority of the Board of Directors or stockholders
owning at least 50% of the Company's capital stock may call meetings of
stockholders and which require certain advance notice procedures for nominating
candidates for election to the Board of Directors. The Board of Directors of the
Company is empowered to issue up to 1,000,000 shares of preferred stock and to
determine the price, rights, preferences and privileges of such shares, without
any further stockholder action. The existence of this "blank-check" preferred
stock could render more difficult or discourage an attempt to obtain control of
the Company by means of a tender offer, merger, proxy contest or otherwise. In
addition, this "blank check" preferred stock, and an issuance thereof, may have
an adverse effect on the market price of the Company's Common Stock.
Furthermore, the Company is subject to the antitakeover provisions of Section
203 of the Delaware General Corporation Law that prohibit the Company from
engaging in a "business combination" with an "interested stockholder" for a
period of
9
<PAGE> 10
three years after the date of the transaction in which the person first becomes
an "interested stockholder," unless the business combination is approved in a
prescribed manner. The application of Section 203 and certain other provisions
of the Certificate of Incorporation could also have the effect of delaying or
preventing a change of control of the Company, which could adversely affect the
market price of the Company's Common Stock.
ABSENCE OF DIVIDENDS
The Company does not anticipate paying any dividends on its Common
Stock in the foreseeable future.
FORWARD-LOOKING STATEMENTS AND ASSOCIATED RISKS
Included in this Prospectus and certain of the documents incorporated
by reference herein are various forward-looking statements, including, among
others, the Company's goals and strategies, the expected growth of the
healthcare consulting industry, the pace of change in the healthcare and IT
marketplace, the demand for healthcare consulting and IT services, the
Company's goal to expand service offerings and to pursue acquisitions, the
ability to leverage the Company's client base into additional contracts, and the
ability to obtain new outsourcing contracts.
These statements are forward-looking and reflect the Company's current
expectations. Such statements are subject to a number of risks and
uncertainties, including, but not limited to, changes in the economic and
political environments, changes to technology and changes in the healthcare
consulting marketplace. In light of the many risks and uncertainties surrounding
the Company and the healthcare consulting marketplace, there can be no assurance
that the events described in forward-looking statements contained in this
Prospectus and in the documents incorporated by reference herein will transpire.
10
<PAGE> 11
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and, in accordance
therewith, files periodic reports and other information with the Securities and
Exchange Commission (the "Commission"). The Common Stock is listed on the Nasdaq
National Market under the trading symbol "SUPC". For further information with
respect to the Company, reference is hereby made to such reports and
other information which can be inspected and copied at the public reference
facilities maintained by the Commission at Room 1024, Judiciary Plaza, 450
Fifth Street, N.W., Washington, D.C. 20549, and at the Commission's Regional
Offices located at Seven World Trade Center, 13th Floor, New York, New York
10048 and the Citicorp Center, 500 West Madison Street, Suite 1400, Chicago,
Illinois 60661 and at the offices of Nasdaq Operations, 1735 K Street, N.W.,
Washington, D.C. 20006 or obtained by calling the Nasdaq Public Reference Room
Disclosure Group at (800) 638-8241. Copies of such material may also be
obtained at prescribed rates from the Public Reference Section of the
Commission at Room 1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington,
D.C. 20549, and on the Commission's Web site at http://www.sec.gov.
This Prospectus constitutes a part of a Registration Statement on Form S-3
(the "Registration Statement") filed by the Company with the Commission under
the Securities Act of 1933, as amended (the "Securities Act") with respect to
the Shares offered hereby. In accordance with the rules and regulations of the
Commission, this Prospectus omits certain of the information contained in the
Registration Statement. Reference is hereby made to the Registration Statement
and related exhibits and the documents incorporated herein by reference for
further information with respect to the Company and the Company's Common Stock.
Statements contained herein or incorporated herein by reference concerning the
provisions of any document are not necessarily complete and, in each instance,
reference is made to the copy of such document filed as an exhibit to the
Registration Statement or otherwise filed with the Commission. Each such
statement is qualified in its entirety by such reference. The Registration
Statement, including the exhibits and schedules thereto, is also available on
the Commission's Web site at http://www.sec.gov.
INFORMATION INCORPORATED BY REFERENCE
The Company incorporates herein by reference the following documents it has
previously filed with the Commission (File No. 0-21485) pursuant to the Exchange
Act:
(a) the Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1997 filed on March 31, 1998;
11
<PAGE> 12
(b) the Company's Proxy Statement for the Annual Meeting of
Stockholders held on May 13, 1998 filed on April 10, 1998;
(c) the Company's Quarterly Report on Form 10-Q for the quarterly
period ended March 31, 1998 filed on May 15, 1998; and
(d) the description of the Company's Common Stock contained in the
Company's Registration Statement on Form 8-A, declared effective October 9,
1996.
All documents and reports subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this
Prospectus and prior to the termination of the offering of the Shares shall be
deemed to be incorporated herein by reference and to be a part hereof from the
date of filing of such documents. Any statement contained herein or in a
document incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Prospectus to the
extent that a statement contained herein or in any other subsequently filed
document that also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Prospectus.
The Company will furnish without charge to each person, including any
beneficial owner, to whom this Prospectus is delivered, upon the written or oral
request of such person, a copy of any or all the documents incorporated herein
by reference, other than exhibits to such documents unless such exhibits are
specifically incorporated by reference in such documents, and any other
documents specifically identified herein as incorporated by reference into the
Registration Statement to which this Prospectus relates or into such other
documents. Requests should be addressed to: Investor Relations Department,
Superior Consultant Holdings Corporation, 4000 Town Center, Suite 1100,
Southfield, MI 48075.
THE COMPANY
The Company, through its wholly owned subsidiary, Superior Consultant
Company, Inc. ("Superior"), is a national healthcare consulting firm that
provides a wide range of information technology ("IT") consulting and strategic
and operations management consulting services to a broad cross-section of
healthcare industry participants and healthcare information system vendors.
Superior uses its in-depth institutional knowledge and nationally deployed group
of experienced consultants to help clients plan and execute business strategies.
Superior's comprehensive continuum of solutions includes: strategic planning and
operations management consulting; information systems planning, implementation
and integration; and interim management and outsourcing.
The Company's wholly-owned subsidiary, Enterprise Consulting Group,
Inc. ("Enterprise"), assists clients in various industries with network and
telecommunication design and acquisition, enterprise messaging, intranet and web
strategies, workgroup consulting, and software and application development
solutions.
The Company's executive offices are located at 4000 Town Center, Suite
1100, Southfield, MI 48075. The Company's telephone number is (248) 386-8300.
12
<PAGE> 13
USE OF PROCEEDS
The Company will not receive any of the proceeds from the sale of any of
the Shares by the Selling Stockholders herein.
13
<PAGE> 14
SELLING STOCKHOLDERS
With the following exceptions, none of the Selling Stockholders has had a
material relationship with the Company or any of its affiliates within the past
three years. John Silverman is a director of the Company. Karl Bartscht heads
Chi Systems, a practice area within Superior's Management Consulting Division.
Mr. Bartscht and Mr. Silverman received their shares of Common Stock in a
private transaction in connection with the Company's acquisition of The Chi
Group, Inc. In addition, the Company issued 48,381 shares of its Common Stock
to Lincoln Computer Corp. ("Lincoln"), pursuant to an Asset Purchase Agreement
dated as of April 30, 1998 among the Company, Lincoln, and certain shareholders
of Lincoln. Lincoln does not have a material relationship with the Company.
The following table sets forth for each Selling Stockholder the number
of Shares beneficially owned by such Selling Stockholder prior to this offering,
the maximum number of Shares to be offered and sold hereunder from time to time
by such Selling Stockholder and the number of Shares beneficially owned by such
Selling Stockholder after this offering and assuming that all of the Shares
being offered for sale hereunder by such Selling Stockholder are sold. In each
case, the percentage of outstanding Shares held by each Selling Stockholder
prior to and after this offering represents less than one percent of the
outstanding shares of Common Stock.
<TABLE>
<CAPTION>
NUMBER OF SHARES
OWNED PRIOR TO MAXIMUM NUMBER OF NUMBER OF SHARES
SELLING STOCKHOLDERS OFFERING(1) SHARES OFFERED OWNED AFTER OFFERING
-------------------- ---------------- ----------------- --------------------
<S> <C> <C> <C>
John L. Silverman (2) 53,519 5,000 48,519
Karl G. Bartscht 85,004 10,004 75,000
Lincoln (3) 48,381 48,381 0
</TABLE>
- ----------------------
(1) The shares to be sold shall include, in addition to the numbers indicated,
any additional shares of Common Stock that become issuable in connection
with the Shares by reason of any stock dividend, stock split,
recapitalization or other similar transaction effected without the receipt
of consideration that results in an increase in the number of outstanding
shares of the Company's Common Stock.
(2) Includes 3,000 shares issuable upon exercise of options exercisable within
60 days from the date hereof.
(3) Lincoln may, in the event of its dissolution prior to the completion of
this offering, distribute all or any part of the 48,381 shares which it
beneficially owns to the following persons: David S. Cook, Paul A.
Strassman, David J. Teodosio, Herbert N. Snowden, III, Paul Dandrow,
Russell G. Lowry, Antonio Nave, Zachary R. Greenhill, John Cavanaugh,
Randy Wheeler and Paul Dwyer. In the event of such distribution, such
shares will be offered by such persons pursuant to the Plan of
Distribution. None of such persons has had any material relationship with
the Company.
14
<PAGE> 15
PLAN OF DISTRIBUTION AND OFFERING PRICE
The Shares may be sold from time to time by the Selling Stockholders, or by
their respective pledgees, donees, transferees or other successors in interest
or permitted assigns. Such sales may be made on one or more exchanges or in the
over-the-counter market, or otherwise, at prices and at terms then prevailing
or at prices related to the then current market price or in negotiated
transactions. The Shares may be sold by any method including one or more of the
following: (a) a block trade in which the broker or dealer so engaged will
attempt to sell the Shares as agent but may purchase and resell a portion of
the block as principal to facilitate the transaction; (b) purchases by a broker
or dealer as principal and resale by such broker or dealer for its account
pursuant to this Prospectus; (c) an exchange distribution in accordance with
the rules of such exchange; and (d) ordinary brokerage transactions and
transactions in which the broker solicits purchasers. In effecting sales,
brokers or dealers engaged by the Selling Stockholders may arrange for other
brokers or dealers to participate. Brokers and dealers will receive commissions
or discounts from the Selling Stockholders in amounts to be negotiated prior to
the sale. The Selling Stockholders and any brokers or dealers participating in
the distribution of the Shares may be deemed to be "underwriters" within the
meaning of the Securities Act in connection with such sales, and any
commissions received by such broker-dealers and any profits realized on the
resale of Shares by them may be deemed to be underwriting discounts and
commissions under the Securities Act. The Selling Stockholders may agree to
indemnify such broker-dealers with respect to the Shares offered hereby against
certain liabilities, including certain liabilities under the Securities Act. In
addition, the Company has agreed to indemnify the Selling Stockholders with
respect to the Shares offered hereby against certain liabilities, including
certain liabilities under the Securities Act or, if such indemnity is
unavailable, to contribute toward amounts required to be paid in respect of
such liabilities. In addition, any securities covered by this Prospectus which
qualify for sale pursuant to Rule 144 may be sold under Rule 144 rather than
pursuant to this Prospectus.
The Company will pay the registration expenses incident to the offering and
sale of the Shares by the Selling Stockholders to the public. Such expenses
(estimated to be $15,000) include legal and accounting expenses, filing fees
payable to the Commission, applicable state "blue sky" filing fees and printing
expenses. The Company, however, will not pay for any expenses, commissions or
discounts of underwriters, dealers or agents for the Selling Stockholders.
Any underwriters, brokers, dealers and agents who participate in any such
sale may also be customers of, engage in transactions with or perform services
for SUPC or one or both of the Selling Stockholders in the ordinary course of
business.
SUPC Common Stock is currently traded on the Nasdaq National Market. The
public offering price for any Shares that are sold will be determined by the
price indicated on such system at the time such sale occurs, or at such price as
shall be determined through private negotiations between the buyer and the
particular Selling Stockholder, or its agent.
VALIDITY OF STOCK
The validity of the Shares will be passed upon for the Company by Sachnoff
& Weaver, Ltd., Chicago, Illinois ("S&W").
15
<PAGE> 16
EXPERTS
The consolidated financial statements of the Company as of December 31,
1997 and 1996 and the related statements of operations, stockholder's equity
and cash flows for each of the three years in the period ended December 31,
1997 have been incorporated by reference herein in reliance upon the report of
Grant Thornton LLP, independent certified public accountants, incorporated by
reference herein and upon the authority of said firm as experts in accounting
and auditing.
16
<PAGE> 17
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following table sets forth the costs and expenses, other than
underwriting discounts and commissions, payable by the Company in connection
with the sale of the Common Stock being registered hereby. All the amounts shown
are estimated, except the SEC registration fee.
SEC registration fee......................................$ 782
Printing expenses......................................... 2,500
Legal fees and expenses................................... 5,000
Accounting fees and expenses.............................. 5,000
Miscellaneous expenses.................................... 1,718
--------
Total............................$ 15,000
========
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Company is a Delaware corporation, subject to the applicable
indemnification provisions of the General Corporation Law of the State of
Delaware (the "DGCL"). Section 145 of the DGCL empowers a Delaware corporation
to indemnify, subject to the standards therein prescribed, any person in
connection with any action, suit or proceeding brought or threatened because
such person is or was a director, officer, employee or agent of the corporation
or was serving as such with respect to another corporation or other entity at
the request of such corporation.
In accordance with Section 102(b)(7) of the DGCL, Article XIII of the
Company's Amended and Restated Certificate of Incorporation provides that "no
director of the Corporation shall be personally liable to the corporation or its
stockholders for monetary damages for breach of fiduciary duty as a director,
notwithstanding any provision of law imposing such liability except for
liability (i) for any breach of the director's duty of loyalty to the
Corporation or its stockholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (iii) under
Section 174 of the DGCL, as the same exists or hereafter may be amended, or (iv)
for any transaction from which the director derived an improper personal
benefit. If the DGCL is amended to authorize the further elimination or
limitation of liability of directors, then the liability of a director of the
Corporation, in addition to the limitation on personal liability provided
herein, shall be limited to the fullest extent permitted by an amended DGCL. Any
repeal or modification of this Article XIII by the stockholders of the
Corporation shall be prospective only, and shall not adversely affect any
limitation on the personal liability of a director of the Corporation existing
at the time of such repeal or modification."
The Company's Certificate of Incorporation and By-Laws contain
provisions that require the Company to indemnify its directors and officers to
the fullest extent permitted by Delaware law.
II-1
<PAGE> 18
The Company has entered into indemnification agreements with each of
its executive officers and directors in which the Company agrees to indemnify
and hold harmless the officer or director to the fullest extent permitted by
applicable law against any and all attorneys' fees and all other expense, cost,
liability and loss (including a mandatory obligation by the Company to advance
reimbursement of legal fees and expenses) paid or incurred by such officer or
director or on his or her behalf in connection with any threatened, pending or
completed action, suit or proceeding, or any inquiry or investigation not
initiated by the officer or director that he or she believes in good faith might
lead to a proceeding, inquiry or investigation (a proceeding) relating to the
fact that the officer or director is or was a director, officer, employee or
agent of the Company, or is or was serving at the request of the Company as a
director, officer, employee, trustee, agent or fiduciary of another corporation,
partnership, joint venture, employee benefit plan, trust or other enterprise, or
by reason of any action or inaction by the officer or director in such capacity.
However, the Company's obligation to indemnify the officer or director is
subject to a determination by: (i) the Company's Board of Directors, by vote of
the majority of disinterested directors, or such person or body appointed by the
Board of Directors who is a disinterested party; (ii) under certain
circumstances, independent legal counsel appointed by the Board of Directors in
a written opinion; or (iii) a court of competent jurisdiction in a final,
nonappealable adjudication, that the officer or director acted in good faith and
in a manner he or she reasonably believed to be in or not opposed to the best
interests of the Company and, with respect to any criminal Proceeding, the
officer or director acted in good faith and in a manner he or she reasonably
believed to be in or not opposed to the best interests of the Company, and with
respect to any criminal Proceeding, the officer or director had no reasonable
cause to believe that his or her conduct was unlawful.
ITEM 16. EXHIBITS.
(a) Exhibits:
4 Specimen Common Stock Certificate (1)
5 Opinion of Sachnoff & Weaver, Ltd. regarding the legality of the
securities being registered
23.1 Consent of Grant Thornton LLP
23.2 Consent of Sachnoff & Weaver, Ltd. (included in Exhibit 5)
24 Powers of Attorney (included on the Signature Page of this
Registration Statement)
(1) Incorporated by reference from the Registrant's Form S-1 Registration
Statement as filed with the SEC on August 15, 1996 (File No. 333-10213).
ITEM 17. UNDERTAKINGS.
(a) The undersigned Registrant hereby undertakes:
II-2
<PAGE> 19
(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 information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed
with or furnished to the Commission 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
herein, 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 Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or 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
Securities Act and is, therefore, unenforceable. In the event that a claim for
the 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 Securities
Act and will be governed by the final adjudication of such issue.
II-3
<PAGE> 20
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-3 and 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 May 21, 1998.
SUPERIOR CONSULTANT HOLDINGS
CORPORATION
BY:
-----------------------------------
Richard D. Helppie, Jr., Chief
Executive Officer
The undersigned officers and directors of Superior Consultant Holdings
Corporation, hereby severally constitute and appoint Richard D. Helppie and
James T. House, and each of them singly, our true and lawful attorneys and
agents, with full power to them, and each of them, to sign for us and in our
names in the capacities indicated below, the Registration Statement on Form S-3
filed herewith and any and all pre-effective and post-effective amendments to
said Registration Statement, and generally to do all such things in our names
and on our behalf in our capacities as officers and directors to enable Superior
Consultant Holdings Corporation to comply with the provisions of the Securities
Act of 1933, as amended, and all requirements of the Securities and Exchange
Commission, hereby ratifying and confirming our signatures as they may be signed
by our said attorneys, or any of them, to said Registration Statement and any
and all amendments thereto.
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS
REGISTRATION STATEMENT HAS BEEN SIGNED BELOW BY THE FOLLOWING PERSONS IN THE
CAPACITIES AND ON THE DATES INDICATED.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
---------------------------------------- ----------------------------------------------- ----------------
<S> <C> <C>
Director May __, 1998
- ------------------------------------------
Reginald M. Ballantyne III
- ------------------------------------------ Director May __, 1998
Kenneth S. George
- ------------------------------------------ President, Chief Executive Officer (Principal May __, 1998
Richard D. Helppie, Jr. Financial Officer) and Director
- ------------------------------------------ Chief Financial Officer (Principal Financial and May __, 1998
James T. House Accounting Officer)
- ------------------------------------------ Director May __, 1998
Bernard J. Lachner
- ------------------------------------------ Director May __, 1998
Douglas S. Peters
Vice President, General Counsel and May __, 1998
- ------------------------------------------ Director
Richard P. Saslow
- ------------------------------------------ Director May __, 1998
John L. Silverman
</TABLE>
II-4
<PAGE> 1
EXHIBIT 5
(312) 207-1000
May 21, 1998
Superior Consultant Holding Corporation
4000 Town Center, Suite 1100
Southfield, Michigan 48075
Re: Registration Statement on Form S-3. ("Registration Statement")
Gentlemen and Ladies:
In connection with the proposed registration for resale of 63,385 shares of
Common Stock, $0.01 par value (the "Common Stock"), of Superior Consultant
Holding Corporation (the "Company"), covered by the above-referenced
Registration Statement, we have examined such documents and have reviewed such
questions of law as we have considered necessary and appropriate for the
purposes of this opinion. We have assumed the genuineness of all signatures, the
authenticity of all documents submitted to as originals, the conformity to
original documents of all the documents submitted to us as certified or
photostatic copies and the authenticity of the originals of such latter
documents.
Based upon such examination, we advise you that, in our opinion:
(i) The Company had corporate authority to issue the shares of Common
Stock proposed to be offered as set forth in the Registration Statement.
(ii) The shares of Common Stock registered for resale as set forth in
the Registration Statement have been duly authorized and were validly
issued and fully paid and nonassessable, and will continue to be so when
sold as set forth in the Registration Statement.
We hereby consent to the filing of this opinion as an exhibit to the
above-referenced Registration Statement and the reference to this firm under the
caption "Validity of Stock" in the Prospectus constituting a part of such
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.
WED/JAS
<PAGE> 1
EXHIBIT 23
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We have issued our report dated February 25, 1998 accompanying the financial
statements of Superior Consultant Holdings Corporation incorporated by
reference in the Registration Statement. We consent to the use of the
aforementioned report in the Registration Statement and to the use of our name
as it appears under the caption "Experts".
/s/ GRANT THORNTON LLP
Detroit, Michigan
May 21, 1998
