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As filed with the Securities and Exchange Commission on October 13, 1999
Registration No. 333-_______
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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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HEALTHCORE MEDICAL SOLUTIONS, INC.
(Exact name of Registrant as specified in its charter)
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<S> <C> <C>
Delaware 7200 43-1771999
(State or Other Jurisdiction of (Primary Standard Industrial (I.R.S. Employer
Incorporation or Organization) Classification Code Number) Identification No.)
</TABLE>
HealthCore Medical Solutions, Inc.
11904 Blue Ridge Boulevard
Grandview, Missouri 64030
(816) 763-4900
(Address, including zip code, and telephone number,
including area code, of Registrant's principal
executive offices)
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<CAPTION>
With a copy to:
<S> <C>
SETH I. TRUWIT, ESQ. HENRY EVANS, ESQ.
Epstein Becker & Green, P.C. McCutchen, Doyle, Brown & Enersen, LLP
250 Park Avenue Three Embarcadero Center
New York, New York 10177-0077 San Francisco, CA 94111
(212) 351-4709 (415) 393-2000
(Name, address, including zip code, and telephone number,
including area code, of agent for service for Registrant)
</TABLE>
Approximate date of commencement of proposed sale to public: As soon as
practicable after this Registration Statement becomes effective and upon
consummation of the merger described herein.
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If the securities being registered on this Form are being offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, 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, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. |X| File No. 333-87207.
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. |_| ___________
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CALCULATION OF REGISTRATION FEE
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<CAPTION>
- ------------------------- ---------------------- ----------------------- ---------------------- ----------------------
Title of Each Amount Proposed Maximum Proposed Maximum
Class of Securities To Be Offering Price Aggregate Offering Amount of
To Be Registered Registered(1) Per Unit (2) Price Registration Fee
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<S> <C> <C> <C> <C>
Common Stock 459,282 $2.78125 $1,277,379 $356
- ------------------------- ---------------------- ----------------------- ---------------------- ----------------------
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(1) Based on the sum of (a) 4,671,249 shares of common stock of Adatom, Inc.
outstanding on October 11, 1999 and (b) convertible notes convertible
into, and warrants to purchase, an aggregate of 581,652 shares of common
stock of Adatom, Inc. outstanding on such date, multiplied by (c) the
exchange ratio of 2.12240.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) based on the average of the high and low sales
prices of the Common Stock on the Nasdaq SmallCap Market on October 5,
1999.
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EXPLANATORY NOTE
This Registration Statement is being filed pursuant to Rule
462(b) of the Securities Act of 1933, as amended (the "Securities Act"),to
register an additional 459,282 shares of Common Stock, comprising the same class
of securities covered by an earlier Registration Statement (File No.
333-87207)(the "Earlier Registration Statement") filed by HealthCore Medical
Solutions, Inc. for the same offering and declared effective by the Securities
and Exchange Commission on September 20, 1999. The Earlier Registration
Statement covers 10,689,489 shares of Common Stock. This Registration Statement
is registering shares in an amount and at a price that together represent no
more than 20 percent of the maximum aggregate offering price ($27,365,092) set
forth in the "Calculation of Registration Fee" table contained in the Earlier
Registration Statement.
The additional shares of Common Stock being registered hereby
will be issued in the merger of Adatom, Inc. with and into HealthCore Medical
Solutions, Inc. ("HealthCore"). The merger is described in the Earlier
Registration Statement. In the merger, Adatom stockholders will receive an
aggregate merger consideration such that, following the merger, such
stockholders will hold approximately 78.3% of the combined company's outstanding
common stock. In the merger, Adatom stockholders will receive approximately 2.12
shares of HealthCore common stock for each share of Adatom common stock they
own, or an aggregate of 11,148,771 shares.
The foregoing calculations:
o give effect to the issuance of 2,868,301 shares of
Adatom common stock before the merger, including
279,823 shares issuable upon conversion of $562,000
principal amount convertible debentures issued
subsequent to the record date for holders of common
stock of Adatom entitled to vote at the Special
Meeting of Stockholders of Adatom;
o assume exercise of 396,000 options and warrants
outstanding on September 10, 1999 to purchase
HealthCore class A common stock at an exercise price
of not greater than $1.25 per share;
o assume exercise of an Adatom warrant to purchase
52,877 shares of Adatom common stock, including a
warrant to purchase approximately 26,438 shares,
which warrant was issued subsequent to the record
date for holders of common stock of Adatom entitled
to vote at the Special Meeting of Stockholders of
Adatom;
o give effect to the cancellation of 15,000 shares of
HealthCore class A common stock on October 1, 1999;
and
o give effect to the adjustment in the per share merger
consideration contemplated by the merger agreement.
The number of shares to be received by Adatom
stockholders for each share of Adatom common stock
they own has been increased by an additional .097 of
a share or an aggregate of approximately 195,500
shares for every $100,000 by which the HealthCore
cash assets are estimated to fail to meet the $2.80
million threshold at the time of closing. Under the
merger agreement, HealthCore's cash assets mean all
cash and prepaid expenses plus (1) expenses paid by
HealthCore in
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connection with the Merger; (2) $296,981 representing
the aggregate exercise price of outstanding options
and warrants to purchase class A common stock at an
exercise price of not greater than $1.25 per
share;(3) $150,000 payable to Neal J. Polan upon
termination of his HealthCore employment agreement;
and (4) $250,000 previously advanced by HealthCore to
Adatom. The "cash assets" as so defined are estimated
to be $2,538,677 at the closing of the transactions
contemplated by the merger agreement.
INCORPORATION BY REFERENCE
Unless otherwise inconsistent with this Registration
Statement, the information contained in the Earlier Registration Statement is
hereby incorporated in this Registration Statement by reference to the Earlier
Registration Statement.
2
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PART II
Information Not Required in Prospectus
Item 21. Exhibits.
(a) Exhibits:
5.1 Opinion of Epstein Becker & Green, P.C.
23.1 Consent of Ireland San Filippo, LLP, Adatom's independent public
accountants
23.2 Consent of Richard A. Eisner & Company, LLP, Healthcore's independent
auditors.
23.3 Consent of Epstein Becker & Green, P.C., counsel to HealthCore
(Included as part of Exhibits 5.1)
24 Power of Attorney (Included as part of Signature Page)
3
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POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below does hereby constitute and appoint Neal J. Polan, his
true and lawful attorney-in-fact and agent for him and in his name, place and
stead, in any and all capacities, to sign any or all amendments to this
Registration Statement and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorney-in-fact and agent, full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises in order to effectuate the same, as fully,
for all intents and purposes, as he might or could do in person, hereby
ratifying and confirming all that said attorney-in-fact and agent, may lawfully
do or cause to be done by virtue hereof.
4
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the Registrant has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of New York,
State of New York, on the 11th day of October 1999.
HEALTHCORE MEDICAL SOLUTIONS, INC.
By: /s/ Neal J. Polan
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Neal J. Polan
Chief Executive Officer and
Chairman of the Board
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.
Signature Title Date
--------- ----- ----
/s/ Neal J. Polan
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Neal J. Polan Chief Executive Officer, October 11, 1999
Chairman of the Board and
Director (Principal Executive
Officer)
/s/ David Mullikin
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David Mullikin President, Chief Operating October 11, 1999
Officer (Principal Financial
and Accounting Officer)
/s/ Eli Levitin
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Eli Levitin Director October 11, 1999
/s/ Norman H. Werthwein
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Norman H. Werthwein Director October 11, 1999
5
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INDEX TO EXHIBITS
5.1 Opinion of Epstein Becker & Green, P.C.
23.1 Consent of Ireland San Filippo, LLP, Adatom's independent public
accountants
23.2 Consent of Richard A. Eisner & Company, LLP, Healthcore's independent
auditors.
23.3 Consent of Epstein Becker & Green, P.C., counsel to HealthCore
(Included as part of Exhibits 5.1)
24 Power of Attorney (Included as part of Signature Page)
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Exhibit 5
[Letterhead of Epstein Becker & Green, P.C.]
October 13, 1999
HealthCore Medical Solutions, Inc.
11904 Blue Ridge Boulevard
Grandview, MO 64030
Ladies and Gentlemen:
We have acted as counsel to HealthCore Medical Solutions, Inc. (the
"Company") in connection with its filing on October 13, 1999 with the Securities
and Exchange Commission of a registration statement on Form S-4 (the
"Registration Statement") covering shares of common stock, $.01 par value (the
"Shares"), which shall be authorized by an amendment to the Company's
certificate of incorporation prior to issuance of the Shares. A related earlier
registration statement (File No. 333-87207) covering shares of the same class in
the same offering was declared effective by the Securities and Exchange
Commission on September 20, 1999.
As such counsel, we have examined original copies, or copies certified
to our satisfaction, of the corporate records of the Company, agreements and
other instruments, certificates of public officials and such other documents as
we deemed necessary as a basis for the opinion hereinafter set forth.
On the basis of the foregoing, we are of the opinion that the Shares
have been validly authorized and, when issued in the manner referred to in the
Registration Statement, will be legally issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference made to us under the caption "Legal
Matters" in the prospectus constituting part of such Registration Statement.
Very truly yours,
EPSTEIN BECKER & GREEN, P.C.
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Exhibit 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this Registration Statement on Form S-4 dated October 13, 1999, of
our report dated March 18, 1999, with respect to the financial statements of
Adatom, Inc. as of December 31, 1998 and 1997, and for each of the years then
ended and for the period from inception, October 10, 1996 to December 31, 1998.
/s/ Ireland San Filippo, LLP
IRELAND SAN FILIPPO, LLP
October 13, 1999
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Exhibit 23.2
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the registration
statement on Form S-4 dated October 13, 1999 of our report dated December 2,
1998 on our audit of the financial statements of HealthCore Medical Solutions,
Inc. as at September 30, 1998 and for each of the years in the two-year period
ended September 30, 1998 included in the registration statement on Form S-4
dated September 20, 1999.
/s/ Richard A. Eisner & Company, LLP.
Florham Park, New Jersey
October 13, 1999
