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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 6, 1998
REGISTRATION NO. 333-60087
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 1
TO
FORM SB-2
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
PREFERRED EMPLOYERS HOLDINGS, INC.
(Name of small business issuer in its charter)
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DELAWARE 6411 65-0698779
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<S> <C> <C>
(State or jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification Number)
</TABLE>
10800 BISCAYNE BOULEVARD
MIAMI, FLORIDA 33161
(305) 893-4040
(Address and telephone number
of principal executive offices)
WILLIAM R. DRESBACK
PREFERRED EMPLOYERS HOLDINGS, INC.
10800 BISCAYNE BOULEVARD
MIAMI, FLORIDA 33161
(305) 893-4040
(Name, address and telephone number
of agent for service)
COPIES OF ALL COMMUNICATIONS, INCLUDING COMMUNICATIONS
SENT TO AGENT FOR SERVICE, SHOULD BE SENT TO:
Donald J. Bezahler, Esq.
Baer Marks & Upham LLP
805 Third Avenue
New York, New York 10022
(212) 702-5700
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time
to time after this Registration Statement becomes effective.
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. / / ______
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 this Form is a post-effective amendment filed pursuant to Rule 462(d)
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. / /
------------------------
THE REGISTRANT HEREBY 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 THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION, ACTING
PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 27. EXHIBITS.
The following is a list of Exhibits filed as a part of this Registration
Statement:
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EXHIBITS DESCRIPTION OF DOCUMENT PAGE
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3.1 Certificate of Incorporation of the Company (Incorporated herein by reference to Exhibit 3.1 to
the Company's Registration Statement on Form SB-2, No. 333-14103).
3.2 By-Laws of the Company (Incorporated herein by reference to Exhibit 3.2 to the Company's
Registration Statement on Form SB-2, No. 333-14103).
4.1 Form of Representative Warrants (Incorporated herein by reference to Exhibit 4.1 to the Company's
Registration Statement on Form SB-2, No. 333-14103).
4.2 Specimen Common Stock Certificate (Incorporated herein by reference to Exhibit 4.2 to the
Company's Registration Statement on Form SB-2, No. 333-14103).
4.3 Form of 7% Convertible Subordinated Note (Incorporated herein by reference to Exhibit 4.1 to the
Company's Current Report on Form 8-K, dated May 4, 1998 (filed on June 2, 1998)).
4.4 Form of Agent's Warrant (Incorporated herein by reference to Exhibit 4.2 to the Company's Current
Report on Form 8-K, dated May 4, 1998 (filed on June 2, 1998)).
**5.1 Opinion of Baer Marks & Upham LLP regarding validity of Common Stock.
10.1 Form of the Company's 1996 Employee Stock Option Agreement (Incorporated herein by reference to
Exhibit 10.1 to the Company's Registration Statement on Form SB-2, No. 333-14103).
10.2 Form of Share Escrow Agreement among the Company, Baer Marks & Upham LLP and Howard Odzer
together with the Letter Agreement Regarding Additional Terms (Incorporated herein by reference
to Exhibit 10.2 to the Company's Registration Statement on Form SB-2, No. 333-14103).
10.3 Employment Agreement, dated May 15, 1995, between the Company and Howard Odzer (Incorporated
herein by reference to Exhibit 10.3 to the Company's Registration Statement on Form SB-2, No.
333-14103).
10.4 Form of Employment Agreement between the Company and Mel Harris (Incorporated herein by reference
to Exhibit 10.4 to the Company's Registration Statement on Form SB-2, No. 333-14103).
10.5 Letter dated October 21, 1996, from the Company to New Hampshire Insurance Company regarding the
Reinsurance Agreement among P.E.G. Reinsurance Company, Ltd., The Insurance Company of the State
of Pennsylvania and other AIG Affiliates and Form of Reinsurance Agreement (Incorporated herein
by reference to Exhibit 10.5 to the Company's Registration Statement on Form SB-2, No.
333-14103).
10.6 Office Space Lease Agreement, dated August 1, 1994, between the Company and K/B Opportunity Fund
I, LP and PEGI (Incorporated herein by reference to Exhibit 10.6 to the Company's Registration
Statement on Form SB-2, No. 333-14103).
10.7 Form of Advisory Services Letter Agreement between the Company and the Representative
(Incorporated herein by reference to Exhibit 10.7 to the Company's Registration Statement on Form
SB-2, No. 333-14103).
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II-1
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EXHIBITS DESCRIPTION OF DOCUMENT PAGE
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10.8 Stock Repurchase Agreement dated as of May 15, 1995, among the Company, Howard Odzer and Ronald
Rothstein (Incorporated herein by reference to Exhibit 10.8 to the Company's Registration
Statement on Form SB-2, No. 333-14103).
10.9 Cost Sharing Agreement dated January 3, 1996, between the Company and International Insurance
Group, Inc. (Incorporated herein by reference to Exhibit 10.9 to the Company's Registration
Statement on Form SB-2, No. 333-14103).
10.10 Form of Share Exchange Agreement among the Company and certain stockholders of PEGI listed
therein (Incorporated herein by reference to Exhibit 10.10 to the Company's Registration
Statement on Form SB-2, No. 333-14103).
10.11 Amended and Restated Shareholders Agreement dated as of May 15, 1995, among the Company, Howard
Odzer and Mel Harris (Incorporated herein by reference to Exhibit 10.11 to the Company's
Registration Statement on Form SB-2, No. 333-14103).
10.12 Form of Employment Agreement between the Company and Howard Odzer (Incorporated herein by
reference to Exhibit 10.12 to the Company's Registration Statement on Form SB-2, No. 333-14103).
10.13 Agency Agreement dated September 1, 1994, among the Company, General Accident Insurance Company
of America ("GAIC") and certain affiliates of GAIC (Incorporated herein by reference to Exhibit
10.13 to the Company's Registration Statement on Form SB-2, No. 333-14103).
10.14 General Agency Agreement dated January 1, 1993, among the Company, The Insurance Company of the
State of Pennsylvania and certain affiliates of AIG (Incorporated herein by reference to Exhibit
10.14 to the Company's Registration Statement on Form SB-2, No. 333-14103).
10.15 The Company's 1996 Employee Stock Option Plan (Incorporated by reference to the Company's Annual
Report on Form 10-KSB for the year ended December 31, 1997).
10.16 Employment Agreement dated July 7, 1997, between the Company and D. Mark Olson (Incorporated
herein by reference to the Company's Current Report on Form 8-K, dated July 7, 1997 (filed on
July 9, 1997)).
10.17 Asset Purchase Agreement dated as of January 21, 1998, among HSSI Travel Nurse Operations, Inc.,
Hospital Staffing Services, Inc. and Preferred Employers Acquisition Corp. (Incorporated herein
by reference to the Company's Current Report on Form 8-K, dated March 6, 1998 (filed on March 16,
1998)).
10.18 Shareholders Agreement dated as of February 11, 1997, among the Company, Howard Odzer and Mel
Harris (Incorporated hereby by reference to the Company's Annual Report on Form 10-KSB/A No. 1
for the year ended December 31, 1997).
10.19 Loan Agreement, dated May 4, 1998, between Preferred Healthcare Staffing, Inc. and City National
Bank of Florida (Incorporated herein by reference to Exhibit 10.1 to the Company's Current Report
on Form 8-K, dated May 4, 1998 (filed on June 2, 1998)).
10.20 Promissory Note and Security Agreement dated April 27, 1998, by Preferred Healthcare Staffing,
Inc. to City National Bank of Florida (Incorporated herein by reference to Exhibit 10.2 to the
Company's Current Report on Form 8-K, dated May 4, 1998 (filed on June 2, 1998)).
10.21 Continuous Guaranty, dated May 5, 1998, by the Company to City National Bank of Florida
(Incorporated herein by reference to Exhibit 10.3 to the Company's Current Report on Form 8-K,
dated May 4, 1998 (filed on June 2, 1998)).
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II-2
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EXHIBITS DESCRIPTION OF DOCUMENT PAGE
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10.22 Stock Purchase Agreement, dated July 10, 1998, by and among Preferred Healthcare Staffing, Inc.,
Debbie Bender-Balazich, Steven Barth, Steven Jones and Stephen M. McLaughlin (Incorporated herein
by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K, dated July 10, 1998
(filed on July 28, 1998)).
*21.1 Subsidiaries of the Company.
*23.1 Consent of KPMG Peat Marwick LLP, Independent Accountants.
**23.2 Consent of Baer Marks & Upham LLP. (Included in Exhibit 5.1)
*24.1 Power of Attorney (Included on the signature page of this Registration Statement).
27.1 Finanical Data Schedule (not required).
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** Filed herewith.
* Previously filed.
II-3
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SIGNATURES
In accordance with 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 SB-2 and authorized this Registration
Statement to be signed on its behalf by the undersigned, in the City of Miami,
State of Florida, on August 6, 1998.
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PREFERRED EMPLOYERS HOLDINGS, INC.
By: *
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Mel Harris
Chairman, President and Chief Executive
Officer
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In accordance with the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates stated.
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SIGNATURE TITLE DATE
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<C> <S> <C>
Chairman of the Board,
* President, Chief
- ------------------------------ Executive Officer and August 6, 1998
Mel Harris Director (Principal
Executive Officer)
Senior Vice President,
* Chief Financial Officer
- ------------------------------ and Secretary (Principal August 6, 1998
William R. Dresback Financial and Accounting
Officer)
*
- ------------------------------ Director August 6, 1998
Stuart J. Gordon
*
- ------------------------------ Director August 6, 1998
Jack D. Burstein
- ------------------------------ Director August 6, 1998
Maxwell M. Rabb
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/s/ WILLIAM R. DRESBACK
---------------------------------------
William R. Dresback
By ATTORNEY-IN-FACT
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<PAGE>
INDEX TO EXHIBITS FILED WITH
FORM SB-2 REGISTRATION STATEMENT
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EXHIBITS DESCRIPTION OF DOCUMENT
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3.1 Certificate of Incorporation of the Company (Incorporated herein by reference to Exhibit 3.1 to the
Company's Registration Statement on Form SB-2, No. 333-14103).
3.2 By-Laws of the Company (Incorporated herein by reference to Exhibit 3.2 to the Company's Registration
Statement on Form SB-2, No. 333-14103).
4.1 Form of Representative Warrants (Incorporated herein by reference to Exhibit 4.1 to the Company's
Registration Statement on Form SB-2, No. 333-14103).
4.2 Specimen Common Stock Certificate (Incorporated herein by reference to Exhibit 4.2 to the Company's
Registration Statement on Form SB-2, No. 333-14103).
4.3 Form of 7% Convertible Subordinated Note (Incorporated herein by reference to Exhibit 4.1 to the
Company's Current Report on Form 8-K, dated May 4, 1998 (filed on June 2, 1998)).
4.4 Form of Agent's Warrant (Incorporated herein by reference to Exhibit 4.2 to the Company's Current
Report on Form 8-K, dated May 4, 1998 (filed on June 2, 1998)).
**5.1 Opinion of Baer Marks & Upham LLP regarding validity of Common Stock.
10.1 Form of the Company's 1996 Employee Stock Option Agreement (Incorporated herein by reference to Exhibit
10.1 to the Company's Registration Statement on Form SB-2, No. 333-14103).
10.2 Form of Share Escrow Agreement among the Company, Baer Marks & Upham LLP and Howard Odzer together with
the Letter Agreement Regarding Additional Terms (Incorporated herein by reference to Exhibit 10.2 to
the Company's Registration Statement on Form SB-2, No. 333-14103).
10.3 Employment Agreement, dated May 15, 1995, between the Company and Howard Odzer (Incorporated herein by
reference to Exhibit 10.3 to the Company's Registration Statement on Form SB-2, No. 333-14103).
10.4 Form of Employment Agreement between the Company and Mel Harris (Incorporated herein by reference to
Exhibit 10.4 to the Company's Registration Statement on Form SB-2, No. 333-14103).
10.5 Letter dated October 21, 1996, from the Company to New Hampshire Insurance Company regarding the
Reinsurance Agreement among P.E.G. Reinsurance Company, Ltd., The Insurance Company of the State of
Pennsylvania and other AIG Affiliates and Form of Reinsurance Agreement (Incorporated herein by
reference to Exhibit 10.5 to the Company's Registration Statement on Form SB-2, No. 333-14103).
10.6 Office Space Lease Agreement, dated August 1, 1994, between the Company and K/B Opportunity Fund I, LP
and PEGI (Incorporated herein by reference to Exhibit 10.6 to the Company's Registration Statement on
Form SB-2, No. 333-14103).
10.7 Form of Advisory Services Letter Agreement between the Company and the Representative (Incorporated
herein by reference to Exhibit 10.7 to the Company's Registration Statement on Form SB-2, No.
333-14103).
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II-5
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EXHIBITS DESCRIPTION OF DOCUMENT
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10.8 Stock Repurchase Agreement dated as of May 15, 1995, among the Company, Howard Odzer and Ronald
Rothstein (Incorporated herein by reference to Exhibit 10.8 to the Company's Registration Statement on
Form SB-2, No. 333-14103).
10.9 Cost Sharing Agreement dated January 3, 1996, between the Company and International Insurance Group,
Inc. (Incorporated herein by reference to Exhibit 10.9 to the Company's Registration Statement on Form
SB-2, No. 333-14103).
10.10 Form of Share Exchange Agreement among the Company and certain stockholders of PEGI listed therein
(Incorporated herein by reference to Exhibit 10.10 to the Company's Registration Statement on Form
SB-2, No. 333-14103).
10.11 Amended and Restated Shareholders Agreement dated as of May 15, 1995, among the Company, Howard Odzer
and Mel Harris (Incorporated herein by reference to Exhibit 10.11 to the Company's Registration
Statement on Form SB-2, No. 333-14103).
10.12 Form of Employment Agreement between the Company and Howard Odzer (Incorporated herein by reference to
Exhibit 10.12 to the Company's Registration Statement on Form SB-2, No. 333-14103).
10.13 Agency Agreement dated September 1, 1994, among the Company, General Accident Insurance Company of
America ("GAIC") and certain affiliates of GAIC (Incorporated herein by reference to Exhibit 10.13 to
the Company's Registration Statement on Form SB-2, No. 333-14103).
10.14 General Agency Agreement dated January 1, 1993, among the Company, The Insurance Company of the State
of Pennsylvania and certain affiliates of AIG (Incorporated herein by reference to Exhibit 10.14 to the
Company's Registration Statement on Form SB-2, No. 333-14103).
10.15 The Company's 1996 Employee Stock Option Plan (Incorporated by reference to the Company's Annual Report
on Form 10-KSB for the year ended December 31, 1997).
10.16 Employment Agreement dated July 7, 1997, between the Company and D. Mark Olson (Incorporated herein by
reference to the Company's Current Report on Form 8-K, dated July 7, 1997 (filed on July 9, 1997)).
10.17 Asset Purchase Agreement dated as of January 21, 1998, among HSSI Travel Nurse Operations, Inc.,
Hospital Staffing Services, Inc. and Preferred Employers Acquisition Corp. (Incorporated herein by
reference to the Company's Current Report on Form 8-K, dated March 6, 1998 (filed on March 16, 1998)).
10.18 Shareholders Agreement dated as of February 11, 1997, among the Company, Howard Odzer and Mel Harris
(Incorporated hereby by reference to the Company's Annual Report on Form 10-KSB/A No. 1 for the year
ended December 31, 1997).
10.19 Loan Agreement, dated May 4, 1998, between Preferred Healthcare Staffing, Inc. and City National Bank
of Florida (Incorporated herein by reference to Exhibit 10.1 to the Company's Current Report on Form
8-K, dated May 4, 1998 (filed on June 2, 1998)).
10.20 Promissory Note and Security Agreement dated April 27, 1998, by Preferred Healthcare Staffing, Inc. to
City National Bank of Florida (Incorporated herein by reference to Exhibit 10.2 to the Company's
Current Report on Form 8-K, dated May 4, 1998 (filed on June 2, 1998)).
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EXHIBITS DESCRIPTION OF DOCUMENT
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10.21 Continuous Guaranty, dated May 5, 1998, by the Company to City National Bank of Florida (Incorporated
herein by reference to Exhibit 10.3 to the Company's Current Report on Form 8-K, dated May 4, 1998
(filed on June 2, 1998)).
10.22 Stock Purchase Agreement, dated July 10, 1998, by and among Preferred Healthcare Staffing, Inc., Debbie
Bender-Balazich, Steven Barth, Steven Jones and Stephen M. McLaughlin (Incorporated herein by reference
to Exhibit 10.1 to the Company's Current Report on Form 8-K, dated July 10, 1998 (filed on July 28,
1998)).
*21.1 Subsidiaries of the Company.
*23.1 Consent of KPMG Peat Marwick LLP, Independent Accountants.
**23.2 Consent of Baer Marks & Upham LLP (Included in Exhibit 5.1).
*24.1 Power of Attorney (Included on the signature page of this Registration Statement).
27.1 Financial Data Schedule (not required).
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** Filed herewith.
* Previously filed.
II-7
<PAGE>
EXHIBIT 5.1
[BAER MARKS & UPHAM LLP LETTERHEAD]
August 6, 1998
Preferred Employers Holdings, Inc.
10800 Biscayne Boulevard
Miami, Florida 33161
Re: Registration Statement on Form SB-2
Gentlemen:
We have acted as your special counsel in connection with the offering by
certain selling shareholders of 1,524,356 shares of Common Stock, par value $.01
per share (the "Shares"), of Preferred Employers Holdings, Inc. (the "Company")
issuable upon (i) conversion of, or otherwise in respect to, the Company's 7%
convertible subordinated promissory notes due 2003 (the "Notes") issued in a
private placement in May 1998 and (ii) the exercise of warrants (collectively,
the "Warrants") to purchase an aggregate of 348,800 shares of Common Stock. The
Shares are being offered pursuant to the Company's registration statement on
Form SB-2 (the "Registration Statement") filed with the Securities and Exchange
Commission (the "Commission") on July 29, 1998.
In connection with the foregoing, we have examined originals or copies,
satisfactory to us, of all such corporate records and of all such agreements,
certificates and other documents as we have deemed relevant and necessary as a
basis for the opinion hereinafter expressed, including the following documents:
(a) the Company's Certificate of Incorporation, as amended; (b) the Company's
Bylaws; (c) the Minutes of the Meeting of the Board of Directors of the Company
dated July 22, 1998; (d) the Warrants and (e) the Notes.
In such examination, we have assumed the genuineness of all signatures, the
authenticity of all documents submitted to us as originals and the conformity
with the original documents of all documents submitted to us as copies. As to
any facts material to such opinion, we have relied on certificates of public
officials and certificates of officers or other representatives of the Company.
Based upon the foregoing, and subject to the qualifications and limitations
contained herein, we are of the opinion that the Shares when issued and
delivered will be duly authorized, validly issued and outstanding, fully paid
and non-assessable.
We are members of the Bar of the State of New York and are not licensed or
admitted to practice law in any other jurisdiction. Accordingly, we express no
opinion with respect to the laws of any jurisdiction other than those of the
United States of America, the State of New York and the general corporate law of
the State of Delaware.
Our opinion and the matters expressed herein are as of the date hereof and
we assume no obligation to advise you of any change in any matter set forth
herein after the date hereof. This opinion may not be relied upon by any other
person for any purpose without our prior written consent.
We hereby consent to the use of this opinion as an Exhibit to the
Registration Statement and to the use of our name under the caption "Legal
Matters" in the Prospectus forming part of the Registration Statement. In giving
such consent, we do not thereby concede that we are in the category of persons
whose consent is required under Section 7 of the Securities Act of 1933, as
amended (the "Act"), or the rules and regulations thereunder, or that we are
"experts" within the meaning of the Act or such rules and regulations.
Very truly yours,
/s/ Baer Marks & Upham LLP
