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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-KSB/A-1
(Mark One)
[X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended 12/31/97
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[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
(No Fee Required)
For the transition period from _________ to ___________
Commission file number 0-22421
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MD HEALTHSHARES CORPORATION
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(Name of small business issuer in its charter)
Louisiana 72-130I480
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(State or other jurisdiction of (I.R.S. Employer Identification
incorporation or organization) No.)
12021 Bricksome Avenue, Baton Rouge, La. 70816
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(Address of principal executive offices) (Zip Code)
Issuer's telephone number (504) 293-3272
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Securities registered under Section 12(b) of the Exchange Act:
Title of each class Name of each exchange on which registered
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Securities registered under Section 12(g) of the Exchange Act:
Junior Preferred Voting Stock, $1.00 Par Value, $1,000 Liquidation Preference
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(Title of class)
Class A Non-Voting Common Stock, $0.10 Par Value
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(Title of class)
Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.
Yes [X] No [ ]
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Check if there is no disclosure of delinquent filers in response to Item
405 of Regulation S-B contained in this form, and no disclosure will be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB.
State issuer's revenues for its most recent fiscal year. $762,111
State the aggregate market value of the voting stock held by non-affiliates
computed by reference to the price at which the stock was sold, or the average
bid and asked prices of such stock, as of a specified date within the past 60
days.
Not applicable. See Part II, Item 1.
State the number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practicable date:
2,153 shares outstanding of Junior Preferred Voting Stock as of February 28,
1998;
1 share outstanding of Class B Common Stock as of February 28, 1998;
1,075,400 shares outstanding of Class A Non-Voting Common Stock as of February
28, 1998.
Transitional Small Business Disclosure Format (Check one): Yes X No
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PART III.
ITEM 1. INDEX TO EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
2(a) Restated Articles of Incorporation of MD HealthShares Corporation
dated March 22, 1997 (incorporated by reference to the Company's
Form 10-SB Registration Statement)
2(b) Amended and Restated Bylaws of MD HealthShares Corporation dated
June 7, 1997 (incorporated by reference to the Company's Form
10-SB Registration Statement)
6(a) Consulting Services Agreement by and among MD HealthShares
Corporation, Patient's Choice, Inc. and Thomas P. McCabe dated
February 7, 1997 (incorporated by reference to the Company's Form
10-SB Registration Statement)
6(b) Third Party Administration Agreement by and among MD HealthShares
Corporation, Patient's Choice, Inc. and Managed Care Consultants,
Inc. dated January 1, 1997 (incorporated by reference to the
Company's Form 10-SB Registration Statement)
6(c) Consulting Services Agreement by and between MD HealthShares
Corporation and Arthur Andersen LLP dated November 22, 1995
(incorporated by reference to the Company's Form 10-SB
Registration Statement)
6(d) Supplemental Letter Consulting Agreement between MD HealthShares
Corporation and Arthur Andersen dated October 29, 1996
(incorporated by reference to the Company's Form 10-SB
Registration Statement)
6(e) Supplemental Letter Consulting Agreement between MD HealthShares
Corporation and Arthur Andersen dated February 1, 1997
(incorporated by reference to the Company's Form 10-SB
Registration Statement)
6(f) Letter Employment Agreement between MD HealthShares Corporation
and Jay Neukomm dated March 22, 1997 (incorporated by reference
to the Company's Form 10-SB Registration Statement)
6(g) Letter Employment Agreement between MD HealthShares Corporation
and Frank D. Irwin, M.D., dated May 21, 1997 (incorporated by
reference to the Company's Form 10-SB Registration Statement)
6(h) Letter employment contract dated August 12, 1997 by and between
MD HealthShares Corporation and Michael J. Provenza (incorporated
by reference to the Company's Form 10-QSB for the quarter ended
September 30, 1997)
6(i) Letter employment contract dated October 23, 1997 by and between
MD HealthShares Corporation and John M. Bird (incorporated by
reference to the Company's Form 10-QSB for the quarter ended
September 30, 1997)
6(j) Letter employment contract dated February 23, 1998 by and between
MD HealthShares Corporation and Patrick C. Powers.*
6(k) Contract of Lease effective July 1, 1997 by and between PMD
Investments and MD HealthShares Corporation.*
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* Filed previously
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SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
MD HEALTHSHARES CORPORATION
By: /s/ Patrick C. Powers
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Patrick C. Powers
Chief Executive Officer
Date: April 17, 1998
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