UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-4
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
MASTERPIECE TECHNOLOGY GROUP, INC.
(Exact name of registrant as specified in its charter)
UTAH
(State or other jurisdiction of incorporation or organization)
GOLD AND SILVER ORES (1040)
(Primary Standard Industrial Classification Code Number)
91-179-3053
(I.R.S. Employer Identification Number)
455 Wards Corner Road, Loveland, OH 45140
(513) 831-6647
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
NEWELL D. CRANE, B.S., M.B.A., PH.D.
MASTERPICE TECHNOLOGY GROUP, INC.
455 WARDS CORNER ROAD, SUITE 700
LOVELAND, OHIO 45140
(513) 831-6647
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
Approximate date of commencement of proposed sale of the securities to the
public: As soon as is practical
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. [] ________
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. [ ] _____
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Title of each Proposed maximum Proposed Maximum
Class of securities Amount to be offering Price Aggregate offering Amount of
To be registered Registered Per Unit Price Registration fee
<S> <C> <C> <C> <C>
Common 1,416,000 $.25 $354,000 $264
</TABLE>
(1) This Registration Statement relates to the securities of
the Registrant to be issued to the shareholders of Masterpiece Technology
Group, Inc. and Maplecrest Software Development, Inc., pursuant to a
Plan and Agreement of Merger dated July 1, 1999 and a Addendum to
Merger Agreement dated May 1, 2000.
(2) Estimated solely for purposes of calculating the registration
fee. 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 the registration statement
shall become effective on such date as the Commission, acting
pursuant to said Section 8(a), may determine.
Prior to this registration, there has been no public market for the
shares of Common Stock other than trading on the Over-the Counter
Bulletin Board. See RISK FACTORS and DESCRIPTION OF SECURITIES.
The Company's Common Stock, symbol MPTG, is currently being traded on the
National Association of Securities Dealers Automated Quotation
System (NASDAQ), although there can be no assurances that an active
trading market will continue in the future. Additionally, the Company is
still required to maintain certain minimum criteria, of which there
can be no assurance (See RISK FACTORS).
AN INVESTMENT IN THE SECURITIES OFFERED HEREBY INVOLVES A HIGH
DEGREE OF RISK AND IMMEDIATE SUBSTANTIAL DILUTION OF THE BOOK VALUE
OF THE COMMON STOCK AND SHOULD BE CONSIDERED ONLY BY PERSONS WHO
CAN AFFORD THE LOSS OF THEIR ENTIRE INVESTMENT. SEE DILUTION AND RISK
FACTORS.
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/PROXY. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
The date of this Prospectus/Proxy Statement is August 25, 2000.
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/proxy
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.
Item in Form S-4 Prospectus/Proxy Caption
1. Front of Registration Statement and
Outside Front Cover of Prospectus
Facing Page of Registration Statement;
Outside Front Page of Prospectus
2. Inside Front and Outside Back Cover
Pages of Prospectus
Inside Front Cover Page of Prospectus;
Outside Back Page of Prospectus
3. Summary Information and Risk Factors
Prospectus Summary; Risk Factors
4. Terms of Transaction
Prospectus Summary. The Merger; The
Transaction; Tax Consequences
5. Pro Forma Financial Information
Pro Forma Financial Information
6. Material Contacts with Company Being
Acquired
Management; Certain Transaction
7. Re-offering by Persons deemed
Underwriters
Shares Eligible for Future Sale
8. Interest of Named Experts and Counsel
Experts; Legal Matters
9. Disclosure of Commission Position on
Indemnification for Securities Act
Liabilities
Indemnification of Directors and
Officers
14. A. Description of Business
MPTG/Business
B. Description of Property
Properties
C. Legal Proceedings
Legal Proceedings
Information regarding Maplecrest
The Companies; Certain Transactions
Maplecrest/Business
19. Information if Proxies, Consents or Authorizations
are not to be Solicited or in an Exchange Offer
20. Indemnification of Directors and Officers
21. Exhibits and Financial Statement Schedules
22. Undertakings
Item 3. Risk Factors, Ratio of Earnings to Fixed Charges and Other Information.
Prospectus Summary. The following summary is qualified in its entirety by
reference to the more detailed information and the financial statements,
including the notes thereto, appearing elsewhere in this Prospectus/Proxy. Each
prospective investor is urged to read this Prospectus/Proxy in its entirety.
THE COMPANIES
MASTERPIECE TECHNOLOGY GROUP, INC.
Masterpiece Technology Group, Inc. ("MPTG" or the "Company") is
a Utah Corporation. Prior to October 31, 1997, the Company
was a Washington corporation with offices located in
Bellevue and Tacoma, Washington. On October 31, 1997, the
Company merged in a reverse merger transaction into a
publicly held company by the name of US Mining Company,
Inc., a Washington corporation. Upon closing this
transaction on November 15, 1997, US Mining Company, Inc.
changed its name to Global Digital Information, Inc. The
Board of Directors of US Mining (now The Company) resigned,
and the shareholders elected the current Board of Directors
of the Company. The Company changed its name to
Masterpiece Technology Group, Inc. on June 11, 1999.
The Company subsequently merged with Masterpiece Medical, a
Delaware company on June 22, 1999. The current officers of
the Company were reappointed by the Board of Directors.
MAPLECREST SOFTWARE DEVELOPMENT, INC.
Maplecrest Software Development, Inc. ("Maplecrest"), is a Connecticut
corporation, incorporated on December 28, 1990. Maplecrest provides custom
software and consulting services to a wide variety of clients including Fortune
1000 companies. Maplecrest also provides document publishing solutions to
Fortune 1000 class customers through Doc Prep Studio. This system integrates
corporate databases with innovative reporting systems to allow quick creation
of documents.
MPTG's principal executive offices are located at 455 Wards Corner Road,
Loveland, Ohio, 45140. Telephone number (513) 831-6647.
Maplecrest's principal executive offices are located at 11 Lake Ave. Ext.,
Danbury, Connecticut, 06811. Telephone number (203) 790-7005.
THE MERGER SUMMARY
MPTG has entered into an Agreement and Plan of Merger (Merger) with Maplecrest.
Maplecrest has been acquired by MPTG through an exchange of shares
with Maplecrest, which has now been merged with and into MPTG.
The Merger requires MPTG to issue 472,000 restricted shares of common stock
and 1,416,000 registered shares of common stock from
treasury, $.001 par value, to the existing shareholders of Maplecrest for 100%
of all shares of common stock of Maplecrest, $0.01 par value.
The Board of Directors of MPTG and Maplecrest voted in favor of the Merger at a
special meeting held June 14, 1999 and July 6, 1999, respectively.
Securities Outstanding Prior to the Merger: MPTG Common Stock
5,672,416 Shares issued and outstanding.
Subsequent to the Merger: MPTG Common Stock 7,560,415 Shares issued and
outstanding.
RISK FACTORS
THE SECURITIES OFFERED HEREBY ARE HIGHLY SPECULATIVE AND SHOULD BE
PURCHASED ONLY BY PERSONS WHO CAN AFFORD TO LOSE THEIR ENTIRE
INVESTMENT IN THE COMPANY. EACH PROSPECTIVE INVESTOR SHOULD
CAREFULLY CONSIDER THE FOLLOWING RISK FACTORS, AS WELL AS ALL OTHER
INFORMATION SET FORTH ELSEWHERE IN THIS PROSPECTUS.
Dependence Upon Management. After the Merger, we will be
substantially dependent upon the personal efforts and ability of our
President, Secretary, and Directors. The loss or inability of those individuals
to perform any of their respective duties may have a serious
adverse effect upon our activities and could significantly delay the
achievements of our economic goals. (See MANAGEMENT).
Requirement of Audited Financial Information for Businesses That May
Be Acquired.
We will be subject to the periodic reporting
requirements of the Exchange Act. Current reports will be required
each time a reportable event occurs relating to our business
affairs. Should we contemplate the acquisition of a significant
amount of assets of another company or of the other company itself,
it will be required to provide the Securities and Exchange
Commission with certified financial statements of the company or
companies to be acquired. No assurances can be given that such
certified financial statements of a contemplated acquisition will be
available to us. We may, therefore, be precluded from making such
acquisition or acquisitions if the requisite financial information
is unavailable or can only be obtained at excessive cost to us.
No Assurance of continued NASD Listing.
Subsequent to this Offering, there are no assurances that a public
trading market shall continue to exist for the Common Stock of MPTG.
There can be no assurances that a public trading market for the
Common Stock will be sustained. Although we anticipate that
it will continue on the OTC BULLETIN BOARD.
Consequently, there can be no assurance that a regular
trading market, other than OTC trading, for our securities will
develop in the future. If a trading market does in fact develop for
the securities offered hereby, there can be no assurance that it
will be maintained. If for any reason such securities fail to
maintain their listing on OTC BB, the listing is not maintained, or
a public trading market ceases to exist, holders of such securities
may have difficulty in selling their securities should they desire
to do so.
Dilution.
With the completion of the Merger, the net tangible book value
per share of MPTG's Common Stock will be $.139,
representing an immediate decrease of approximately $.068 in net
tangible book value, or 33%.
Dividends.
MPTG as of the date of this registration has paid no
dividends on its Common Stock since its inception. MPTG does
not intend to pay dividends on its Common Stock in the foreseeable
future. MPTG hereby reserves the right to determine what if any
distribution shall be considered a dividend, within the confines of
state and federal law. Any earnings which MPTG may realize in the
foreseeable future may be retained for the benefit of MPTG and to
finance its economic growth (See DESCRIPTION OF SECURITIES).
Loss of Control of Maplecrest by Present Shareholder After Offering.
At the completion of the Merger, Maplecrest's present
shareholders will own less than 20% of the shares issued and outstanding
of the parent company MPTG. Accordingly, as a practical matter,
Maplecrest's present shareholders will not be in a position to elect any
of the directors and control its policies. (See DILUTION, and
PRINCIPAL SHAREHOLDERS).
Shares Available for Resale.
1,416,000 shares of the Common Stock will be registered
securities and, in the future, may be
sold in compliance with Rule 144 adopted under the Securities Act,
as amended. Possible or actual sales of our Common Stock by present
shareholders under Rule 144 may have a depressive effect on the
price of our Common Stock in any market which is in existence or may
develop (See DILUTION and CERTAIN TRANSACTIONS).
Item 4. Terms of Transaction
THE TRANSACTION
Maplecrest has exchanged 100% of its issued and outstanding common shares for
472,000 restricted shares of common stock and 1,416,000 free trading shares of
common stock of MPTG, issued from MPTG's authorized
but unissued treasury stock. Maplecrest shall be merged with and into MPTG.
In accordance with the Merger Agreement and the Addendum to Merger Agreement, on
its effective date, the officers and directors of Maplecrest were G. Richard
Gressett, Robin H. Hirschfield and David F. Allen. The officers and directors
of Masterpiece are now the officers and directors of Maplecrest.
On the effective date of the Merger Agreement, each
of the outstanding shares of Maplecrest common stock were exchanged for
a total of 1,888,000 shares of MPTG common stock. After the Merger, there are
7,560,415 shares of MPTG common stock outstanding.
The Board of Directors of each of the companies voted in favor of the merger and
deemed the merger to be in the best interests of both parties.
There are no material differences between the rights of security holders of MPTG
and Maplecrest.
Item 5. Pro Forma Financial Information
Please see attached audited financial statements for MPTG and
Maplecrest.
Item 6. Material Contacts with Maplecrest
None. Not applicable.
Item 8. Interest of Named Experts and Counsel
No named expert or counsel was hired on a contingent basis, will
receive a direct or indirect interest in the issuer,
or was a promoter, underwriter, voting trustee, director, officer
or employee of the small business issuer.
Item 9. Disclosure of commission Position on Indemnification for Securities Act
Liabilities
The bylaws of MPTG do provide for the indemnification of any
director, officer, employee or agent of the issuer, or any person
serving in such capacity for any other entity or enterprise at the
request of the issuer against any and all legal expenses (including
attorneys fees), claims and liabilities arising out of any action,
suit or proceeding, except an action by or in the right of the
issuer. The bylaws of MPTG do provide for such indemnification, and
management intends that the bylaws of each company shall provide for
indemnification of officers and directors to the extent permitted by
Utah law for MPTG and Connecticut law for Maplecrest.
Insofar as indemnification for liabilities arising under the Securities Act of
1933 may be permitted to directors, officers or persons controlling the
registrant pursuant to the foregoing provisions, the registrant has been
informed that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and is
therefore unenforceable. Utah law provides liberal indemnification of officers
and directors of Utah corporations.
16-10a-841. Limitation of liability of directors. (1) Without limiting the
generality of Subsection 16-10a-840(4), if so provided in the articles of
incorporation or in the bylaws or a resolution to the extent permitted in
Subsection (3), a corporation may eliminate or limit the liability of a director
to the corporation or to its shareholders for monetary damages for any action
taken or any failure to take any action as a director, except liability for:
(a) the amount of a financial benefit received by a director to which he is not
entitled;
(b) an intentional infliction of harm on the corporation or the shareholders;
(c) a violation of Section 16-10a-842; or
(d) an intentional violation of criminal law.
(2) No provision authorized under this section may eliminate or limit the
liability of a director for any act or omission occurring prior to the date when
the provision becomes effective.
(3) Any provision authorized under this section to be included in the articles
of incorporation may also be adopted in the bylaws or by resolution, but only if
the provision is approved by the same percentage of shareholders of each voting
group as would be required to approve an amendment to the articles of
incorporation including the provision.
(4) Any foreign corporation authorized to transact business in this state,
including any federally chartered depository institution authorized under
federal law to transact business in this state, may adopt any provision
authorized under this section.
(5) With respect to a corporation that is a depository institution regulated by
the Department of Financial Institutions or by an agency of the federal
government, any provision authorized under this section may include the
elimination or limitation of the personal liability of a director or officer to
the corporation's members or depositors.
Item 14. Information with Respect to MPTG
Introduction
Masterpiece Technology Group, Inc. (the "Company") is
a Utah Corporation. Prior to October 31, 1997, the Company
was a Washington corporation with offices located in
Bellevue and Tacoma, Washington. On October 31, 1997, the
Company merged in a reverse merger transaction into a
publicly held company by the name of US Mining Company,
Inc., a Washington corporation. Upon closing this
transaction on November 15, 1997, US Mining Company, Inc.
changed its name to Global Digital Information, Inc. The
Board of Directors of US Mining (now The Company) resigned,
and the shareholders elected the current Board of Directors
of the Company. The Company changed its name to
Masterpiece Technology Group, Inc. on June 11, 1999.
The Company subsequently merged with Masterpiece Medical, a
Delaware company on June 22, 1999. The current officers of
the Company were reappointed by the Board of Directors.
The Company
Masterpiece Technology Group (MTG) is a rapidly growing company that offers
high-quality information management software products, hardware, and related
services to the general business and medical fields. This is done by offering
state-of-the-art technology coupled with an extraordinary set of product
features and backing our systems with a high level of ongoing support. The
Company aims for long-term relationships with each client, by providing them
with a roadmap to improve their systems. This translates into on-going,
additional purchases of more MTG products and services. The Company's goal is
to become known as the premier company in our category. MTG's development goals
are for continual and aggressive enhancement of the product with ever-increasing
profitability.
MTG today is at the forefront of the digital information revolution. The
Company now offers cutting-edge software in document management, electronic
medical record systems, medical billing recovery systems, claims clearing house
and Web-based records management products with a heavy emphasis on medical
information management. The market is estimated to exceed $5 billion in total
annual revenues according to company research.
As a player in one of the fastest growing information market sectors,
Masterpiece expects to capture market share, brand recognition and vertical
product integration. Masterpiece Technology Group offers a much-needed market
response for end-to-end digital information management solutions within
traditional and web-enabled platforms. The Company's wholly owned divisions
(Maplecrest Software and Claims Direct) offer turnkey solutions for the document
management industry including intranet publishing, medical digital information
management, medical claims clearing house, physician office billing and many
other applications.
Information is the lifeblood of all businesses and government organizations.
The sum total of what any organization has achieved is reflected, documented and
accounted for in its records. Every organization must manage their records for
a variety of reasons including regulatory compliance, legal protection, and
internal information purposes. Records are here to stay and will always be
required by our target market. Regardless of whether the information is digital
or paper-based, Masterpiece is in an excellent position to provide technology to
manage it.
A strategic focus of the Company is its ability to identify and acquire private
companies with technologies and marketing mechanisms that work in concert with
Masterpiece. Masterpiece's acquisition of Maplecrest and Claims Direct are the
first steps along our path. With letters of intent to companies such as
Townsend Medical Systems and others, we will build our technology portfolio as a
powerful, robust fully web-enabled, global information solution for the next
century. Masterpiece will continue to evaluate the acquisition and partnership
of strategic companies, which will further enhance our market position.
Background Information
Masterpiece Medical commenced operations in 1983 and
is a provider of comprehensive record information systems
to the industry in general as well as to independent
physicians, independent physician associations ("IPAs"),
management service organizations ("MSOs"), physician
practice management organizations ("PPMs"), managed care
organizations and other providers of health care services
in the United States. The Company develops, markets and
supports the Company's record management systems, which
addresses the financial, administrative, clinical and
management needs of multiple marketplaces. The Company's
system has been implemented in a wide variety of practice
settings from small groups to Fortune 100 companies. The
Company also sells related hardware, implementation
services and maintenance contracts. While the majority of
its sales are North American in scope, the Company also
sells internationally. Its customers are Fortune 1000
class companies and similar sized governmental entities.
The Company has over 300 accounts primarily in the
manufacturing, medical-, government, service, utilities and
financial industries. While the Company's core market
consists of records management software, the product can
include such technologies as electronic document management
and imaging. Application software for this rapidly
growing industry is experiencing double-digit increases
each year. This industry is driven by continued corporate
investment in new technology.
Global Digital Information, Inc. was founded by
Jeffrey Beneson to create a platform for growth
through acquisition of the most promising
technologies and products that lend themselves to
the process of digital convergence and commerce.
Products
EMR for Medical Practice Management
EMR is an electronic medical record-keeping software product. This product
features a tab environment that uses drill down navigation and pen based or
touch screen technology to perform all aspects of patient records management.
The entire patient encounter is documented and managed through dynamic,
customizable databases to build a seamless patient record. This system contains
the same references that might be contained in publications or in a patient's
chart, but it allows entry of data and organizes it in such a manner that the
practitioner can recall it in a variety of formats. EMR is designed to replace
the traditional paper-based medical records with an electronic system.
The user may also define guidelines and protocols that take into account health
plan requirements and the providers' own experience and perspective. The
exclusive visual builder feature allows the physician to create comprehensive
problem lists and chart notes in seconds. Prescriptions can be filled, refilled
and transmitted electronically improving speed, accuracy and legibility. The
system not only automates routines, but also triggers events such as follow up
care. It offers flexibility and reporting capabilities not found in other
systems. By tracking and recording all key clinical data, the Maplecrest EMR
system provides a complete and accurate view f treatment histories.
Maplecrest Custom Software
The Custom Software Division has designed and built healthcare applications for
the past ten years. This group creates open architecture, single-site and
network-wide healthcare solutions, utilizing a mix of custom software and
integration of third party development. Projects range from simple web sites to
complex multi-tier office network solutions, and increase productivity in such
functions as clinical data communications, imaging, lab, pharmacy, peer review
and outcomes analysis.
The Custom Software Division has assisted medical practices with a variety of
solutions that include the automation of manual processes, converting legacy
systems to state of the art client/server systems, deploying Remote Access
Applications, providing automated data communications between sites, and
extending Local Area based applications. The Custom Software Division has a
team of certified developers that can deploy high-quality solutions with a wide
variety of capabilities. Some of the development tools utilized include Visual
Basic, Visual C++, and Oracle Designer 2000. Database design tools include
Microsoft SQL Server, Oracle and MS Access. By linking people and healthcare
partners through a secure intranet or extranet network, physicians and providers
can share medical information and knowledge electronically, rather than using
telephone messages, paper forms and couriers. Labs, authorizations,
prescriptions and consultations can be forwarded, annotated and filed
electronically. While reducing costs and increasing productivity, the
Maplecrest network solution also empowers the provider to improve the quality of
patient care. By designing Internet, intranet and extranet solutions, we've
introduced our clients, large and small, to the next level of healthcare
technology. Through this technology providers are able to realistically extend
and broaden communications among themselves, their partners and with their
patients 24 hours per day
.
DocPrep Studio
DocPrep Studio is a document publishing solution designed to revolutionize the
way documents are published and communicate with customers. DocPrep Studio is
much more than a standard document publishing software program. It's an
innovative system designed to create the most professional and highly
personalized customer communication materials. It allows you to respond quickly
to customer needs by automatically publishing and distributing documents
anywhere in your organization. DocPrep Studio is a software solution that can
adapt to your ever-changing business environment and can respond quickly while
saving you money.
Today, a real competitive advantage lies in efficient document publishing that
can improve customer communications while reducing costs. Now more than ever,
timely and personalized communication with your customers is critical to the
success of your business.
Claims Direct & Retrobill
Claims Direct, Inc. (CLDI) provides proprietary electronic data interchange
("EDI") services for insurance claims and patient statements originating in
healthcare facilities. These services assist physicians and hospitals by
improving cash flows and by reducing administrative costs and burdens. The
Company's customers range in size from large hospital systems with multiple
facilities to single doctor offices. Claims Direct acquired Medical Records
Concepts, Inc. in January of 1997 as a wholly owned subsidiary, and integrated
its hospital revenue enhancement service, known as "Retrobill" into Claims
Direct's healthcare EDI services. Claims Direct has provided revenue
enhancement services to over 117 hospitals throughout the United States. CLDI
has clients from both completed and active revenue enhancement contracts
(Retrobill) in 16 states, with hospitals ranging in size from 15 beds to 870
beds.
Claims Direct, Inc. provides all of its services through the application of its
proprietary database software. This service allows for many data editing, data
reporting, and data enhancements for customer's medical claims rather than just
using a typical printed claims reformat process to achieve an electronic claim
transmission. Claims Direct maintains a 24-hour, 7 days per week dial in
service for the receipt of customer claims and statements via toll free 800
numbers nationwide. This service operates from a secure bulletin board system
with private phone lines within the company's headquarters. The company also
offers a "retrieval" service to dial into a provider's office computer after
hours and retrieve data to produce payment ready claims and statements
electronically. The proprietary ClaiMaster(tm) software for HCFA-1500 claims
editing and its companion UB-92 claims editor are available to customers, as
well as a licensed UB-92 claims editor designed for on-site use in hospital
billing departments. The services are not restricted to PC Desktop computers or
Windows Operating Systems. The company successfully receives and/or retrieves
claims and statements from other systems ranging from the DEC Micro PDP-11 to a
hospital mainframe multi-facility computer network, and a large regional billing
office for a national provider of health rehabilitation services. The edit
results from applying database techniques to claims editing results in a variety
of management reports and graphs for customers which may also be facility
specific. Multi-facility Hospital System Specific Edits can be based upon
individual Group Numbers or Rendering physician PIN numbers. Management reports
in the form of Graphs, Charts, and Summaries are also prepared from the Claims
Direct database report generating software. Mid-level management at our
customer locations may utilize more detailed summary reports prepared by Claims
Direct such as the "Top Ten Edit Results" each month. Operations supervisors at
our customer sites use Top Ten, Summaries, and claim by claim detail reports to
identify and improve trends in coding and billing. Trend analysis is also
available for each state in a multi-state customer operation, or for each doctor
within a multi-doctor practice. The reports may be reformatted to provide
patient encounter data, or payor and utilization data. Unique Out-Bound claim
formats are also utilized by Claims Direct to provide for the maximum number of
electronic claims submissions. Claims Direct interchanges certain claims with
regional clearinghouses and receives a portion of the remuneration paid by the
carriers (payors) to the clearinghouse for clean electronic claims.
CLDI's Retrobill service provides for the creation of medical insurance claims
for patient services not previously billed. The services eligible for
Retrobilling have been overlooked, and are known as "Retrobill" into Claims
Direct's healthcare EDI services. Claims Direct has provided revenue
enhancement services to over 117 hospitals throughout the United States. CLDI
has clients from both completed and active revenue enhancement contracts
(Retrobill) in 16 states, with hospitals ranging in size from 15 beds to 870
beds.
Claims Direct, Inc. provides all of its services through the application of its
proprietary database software. This service allows for may data editing, data
reporting and data enhacements for customer's medical claims rather than just
using a typical printed claims reformat process to achieve an electronic claim
transmission. Claims Direct maintains a 24-hour, 7 days per week dial in
service for the receipt of customer claims and statements via toll free 800
numbers nationwide. This service operates from a secure bulletin board system
with private phone lines within the company's headquarters. The company also
offers a "retrieval" service to dial into a provider's office computer after
hours and retrieve data to produce payment ready claims and statements
electronically. The proprietary ClaiMaster(tm) software for HCFA-1500 claims
editing and its companion UB-92 claims editor are available to customers, as
well as a licenses UB-92 claims editor designed for on-site use in hospital
billing departments. The services are not restricted to PC Desktop computers or
Windows Operating Systems. The company successfully receives and/or retrieves
claims and statements from other systems ranging from the DEC Micro PDP-11 to a
hospital mainframe multi-facility computer network, and a large regional billing
office for a national provider of health rehabilitation services. The edit
results from applying database techniques to claims editing results in a variety
of management reports and graphs for customers which may also be facility
specific. Mutli-facility Hospital System Specific Edits can be based upon
individual Group Numbers of Rendering physician PIN numbers. Management reports
in the form of Graphs, Charts and Summaries are also prepared from the Claims
Direct database report generating software. Mid-level management at our
customer locations may utilize more detailed summary reports prepared by Claims
Direct such as the "Top Ten Edit Results" each month. Operations supervisors at
our customer sites use Top Ten, Summaries and claim by claim detail reports to
identify and improve trends in coding and billing. Trend analysis is also
available for each state in a multi-state customer operation, or for each doctor
within a multi-doctor practice. The reports may be reformatted to provide
patient encounter data, or payor and utilization data. Unique Out-Bound claim
formats are also utilized by Claims Direct to provide for the maximum number of
electronic claims submissions. Claims Direct interchanges certain claims with
regional clearinghouses and receives a portion of the remuneration paid by the
carriers (payors) to the Clearinghouse for clean electronic claims.
CLDI's Retrobill service provides for the creation of medical insurance claims
for patient services not previously billed. The services eligible for
Retrobilling have been overlooked, and are known as "Lost Charges." Retrobill
does not include the re-submission of a claim sent previously to any insurance
carrier, Medicare, or other payer. Lost charge items found during a Retrobill
analysis may range from an all inclusive 10 day patient stay in a hospital to a
single billing code referring to a "professional component" for service in the
Emergency Room. The average hospital bills approximately $50,000 annually.
The range of overlooked charges often range from 1% to 5% of total hospital
billing. CLDI estimates that the range of unbilled charges available for its
Retrobill service averages from $500,000 to $2,500,000 per hospital. The
Retrobill process begins with a sampling of medical records and claims covering
a selected 30-day period. Data analysis is also run when available, to compare
the use of certain billing codes in relation to commonly used billing code
combinations. Retrobill claims are produced by utilizing contracted medical
coding and billing companies to prepare a set of claims. The claims are
electronically transferred into the claims editing computers at the Claims
Direct headquarters office. When received, the claims are electronically
analyzed for completeness of information, proper codes, and numerous
combinations of billing criteria known to cause a claim either to pay on first
submission or to be rejected by the insurance payer. Claims edits at CLDI now
include over 11,000 "edits," emphasizing carrier specific "deep" edits. Each
claim must pass all applicable edits before it is released electronically from
the Claims Direct main server (computer) to the appropriate payer in the manner
acceptable to that payer.
Masterpiece EMR Intellectual Property
The company has copyrighted its medical records
software program called Masterpiece EMR. No
assurances can be given that the foregoing copyright
and trademarks issued by the United States Trademark
and Patent Office will afford the Company any
meaningful protection against third parties. The
Company also has a patent pending for the Masterpiece
EMR as it applies to ERISA Regulations.
Description of Property
The Company's executive offices are
located in Loveland, Ohio. The Company has a
sales/development office located in Danbury, Connecticut,
which creates and promotes the software products.
Legal Proceedings
Apparently a lawsuit has been filed against the Company by a
shareholder, Russell Koch, for enforcement of an option agreement. Management
is vigorously defending against the allegations.
Market for Registrant's Common Equity
and Related Stockholder Matters
The Company is currently trading, OTC, on
the National Association of Securities Dealers,
with the high bid at $4.25 per share and the low bid
of $1.25 per share during the last quarter. Additional
information required by this item may be found in
the Company's 2000 Financial Statements and is
incorporated herein by reference.
Selected Financial Data
The information required by this item is set
forth in the Company's 2000 Financial Statements
and is incorporated herein by reference.
Management's Discussion and Analysis
of Financial Condition and Reports of
Operation
The information required by this item is set
forth in the Company's 2000 Financial Statements
and is incorporated herein by reference.
Management's Discussion and Analysis
of Financial Condition and Reports of
Operation
The information required by this item is set
forth in the Company's 2000 Financial Statements
and is incorporated herein by reference.
Changes in and Disagreements with
Accountants on Accounting Financial Disclosure
The Company retained the services of the accounting firm of Von
Lehman on May 8, 2000. The information pertaining to this action
And required by this item is available in the Company's 8-K report,
Filed May 15, 2000, and amendments thereto.
Item 17. Information with respect to Maplecrest
Description of Business
Maplecrest was incorporated on December 28, 1990, in Connecticut.
Maplecrest has designed and built industry applications for the past ten years.
This group creates open architecture, single-site and network-wide solutions,
utilizing a mix of custom software and integration of third party development.
Projects range from simple web sites to complex multi-tier office network
solutions, and increase productivity in many functions. The Custom Software
Division has a team of certified developers that can deploy high-quality
solutions with a wide variety of capabilities. Some of the development tools
utilized include Visual Basic, Visual C++, and Oracle Designer 2000. Database
design tools include Microsoft SQL Server, Oracle and MS Access. By linking
people and business partners through a secure intranet or extranet network,
physicians and industry in general can share information and knowledge
electronically, rather than using telephone messages, paper forms and couriers.
By designing Internet, intranet and extranet solutions, we've introduced our
clients, large and small, to the next level of technology. Through this
technology providers are able to realistically extend and broaden communications
among themselves, their partners and with their patients 24 hours per day.
Security Ownership of Certain Beneficial Owners/Maplecrest
as of July 1, 1999 Pre-merger
<TABLE>
<CAPTION>
Title of Name/Address of Owner Shares Percent of Percent
Class Beneficially Class Of Class
Owned Diluted
========================================================================================
<S> <C> <C> <C> <C>
Common G. Richard Gressett 1,265 54% 54%
69 Judith Drive
Stormville, NY 12582
Common David F. Allen 412 18% 18%
80 Kellogg Street
Brookfield, CT 06804
Common Robin H. Hirschfield 373 16% 16%
152 South Street
Washington, CT 06793
</TABLE>
MAPELCREST-SELECTED FINANCIAL INFORMATION
The following summary financial information has been summarized from
the Company's Financial Statements included elsewhere in this
Prospectus/Proxy. The information should be read in conjunction with
the Financial Statements and the related Notes thereto. See
FINANCIAL STATEMENTS.
MAPLECREST SOFTWARE
Year End September 30, 1999
SUMMARY OF OPERATIONS
REVENUES 2,465,383
COSTS OF SALES 1,652,723
TOTAL OPERATING EXPENSES 2,815,641
OTHER INCOME 0
EXTRAORDINARY ITEMS 0
NET PROFIT (527,878)
NET PROFIT PER COMMON SHARE
BASIC
SUMMARY BALANCE SHEET DATA
TOTAL ASSETS 2,649,374
INFORMATION REGARDING MAPLECREST SECURITIES
Maplecrest's stock is not traded.
As of July 1, 1999, Maplecrest had 2,344 shares of common stock
Outstanding and 24 shareholders. Maplecrest has never paid a cash dividend and
has no present intention of so doing.
There are no recent sales of Maplecrest's unregistered securities to be
reported.
MAPELCREST MANAGEMENT
David F. Allen, CDP
Software Development Manager and Senior Analyst. Extensive and diverse
experience in the data processing and consulting fields. Fields of expertise
include project management, systems design and analysis, programming, system
testing, installation, and training for a wide variety of applications. From
1990 to 1999 Dave was the Vice President of Maplecrest Software and one
of the three major principles as well as the Secretary of the corporation. It
was during this time that Dave co-authored the SoSmart software product owned by
Maplecrest, the precursor of their current DocPrep Studio software product.
Prior to Maplecrest, Dave worked as a computer and business management
consultant, as well as owning his own consulting firm. He earned a B.S.
in Management from Pennsylvania State University.
Robin H. Hirschfield, MBA
Administrative and Financial Manager. Experience includes financial planning,
projections and reporting, cash management, business taxation, private
accounting and human resource administration. From 1990 to 1999 Robin was the
Vice President of Maplecrest Software and one of the three major principles as
well as the Treasurer of the corporation. Prior to Maplecrest, Robin worked as
a computer and business management consultant for retail and small busomesses.
Prior to consulting, she worked for several years as a staff accountant for
several retail operations. She graduated with an EMBA from the University of
Connecticut in April, 2000 and earned her B.A. from Ohio Wesleyan University.
Rick Gressett. See Item 19 below.
MAPLECREST EXECUTIVE COMPENSATION
Maplecrest has not entered into employment agreements with any of its
employees
MAPLECREST CERTAIN TRANSACTIONS
There are no transactions required to be reported under this item.
Item 19. Information if Proxies, Consents or Authorizations are not to be
Solicited or in an Exchange Offer.
SHAREHOLDERS HAVE NOT BEEN REQUESTED TO SEND A PROXY TO THE
COMPANY.
Material Interests.
There are no material interests by security holdings of affiliates of the MPTG
and Maplecrest which are required to be reported under this item.
Voting Securities and Principal Holders Thereof; Voting Procedures.
As of March 31, 2000, there is one (1) class of voting securities, the Company's
common stock. The Company has authorized 50,000,000 shares, of which
approximately 5,672,416 shares are issued and outstanding. Each share is
entitled to one vote. A shareholders meeting has not been held and no proxies
have been or will be solicited with regard to this transaction.
Directors, Executive Officers, Promoters and Control Persons.
Newell D. Crane, B.S., M.B.A., Ph.D.
Chief Executive Officer
Mr. Crane brings 29 years of experience in the medical field ranging from
pharmaceuticals to clinical software. In 1969, Mr. Crane began his career with
Searle Pharmaceuticals as a medical sales representative in Beverly Hills,
California. Over the next 16 years with Searle, Mr. Crane held positions in
hospital sales, medical training, drug utilization and analysis, and field sales
management responsible for the mid-west. While still with Searle
Pharmaceuticals and as part of a drug research project, Mr. Crane joined the
Pharmacy Department at the University of Cincinnati as assistant professor of
Pharmacy with responsibility for research grants and graduate studies at the
Masters and Doctorate level for Business & Pharmacy. In 1984, Mr. Crane
founded Del Crane Medical Corporation, a company that provides billing services
and medical supplies to patients in nursing homes. Del Crane has provided
product, billing services and clinical software to over 1,000 nursing homes in
the US. In 1994, Mr. Crane founded Masterpiece Medical to provide clinical
software to the physician marketplace. In 1997 Masterpiece Medical acquired
control of Del Crane Medical and the companies now operate as one, with Mr.
Crane serving as President & CEO.
Jeffrey H. Beneson
Vice President Investor Relations, Masterpiece Technology Group
Founder of Global Digital Information, Inc., has served as COB, CEO, President
and a Director since inception. Mr. Beneson has an extensive background in
business development and merchant banking, serving as a Manager for Emmett
Larkin Co., (NASD member firm) of San Francisco. Formerly Mr. Beneson worked in
top management with various national advertising and manufacturing concerns
including Careff Paint & Chemical and Stewart Oxygen Service. Mr. Beneson
attended San Fernando Valley College majoring in Marketing.
Rick Gressett
President, Maplecrest Professional Services Division
Mr. Gressett graduated from Eastern Nazarene College in 1979 with a Bachelors of
Science in Math. That same year he joined the Information Systems Group at
Union Carbide Corporation where he received extensive management training and
exposure to a multitude of systems projects. In 1986, Mr. Gressett left to
start a consulting division at a small PC company. While there, he oversaw the
development of several large-scale client server systems and managed several
systems consulting engagements for such companies as Merrill Lynch, GE Capital
and IBM. In 1990 he bought the consulting division and formed Maplecrest
Software.
David A. Losiewicz
Vice President - Director Research and Development, Medical Division
Mr. Losiewicz has been invaluable in the development of all billing and
documentation aspects of the Masterpiece Medical program and to Del Crane
Medical's billing service systems by lowering costs and increasing revenues for
the Company and its clients in several areas. He created the Masterpiece
Service Representative Procedure Manual, documentation systems, and training
program for field representatives to establish national consistency and
efficiency in billing.
Margaret Crane, B.S., M.B.A.
Vice President, Masterpiece Technology Group
Having exhaustively researched medico-legal cases to determine the importance of
clinical documentation, Mrs. Crane designed Masterpiece to conform to practice
guidelines and specific medico-legal and clinical compliance issues most
frequently addressed by medical practices.
Fredrick "Rick" M. Kelley, Jr.
Vice President Claims Direct
Mr. Kelley has over 20 years of experience in corporate and medical practice
management. For the past thirteen years he has been directly involved in
bringing new products to the medical profession and has overseen the
installation of practice management software in over 150 physician offices. Mr.
Kelley has also designed a new service to electronically transfer medical
billing statements from hospitals and physician offices to a large volume print
facility at US West Communications.
Executive Compensation
Other than information provided in the
Company's 2000 Financial Statements incorporated
As part of the Company's Form 10-K filed July 27, 2000,
executive officers and directors have received no other compensation.
Certain Relationships and Related Transactions.
Not applicable.
Item 20. Indemnification of Directors and Officers
The bylaws of MPTG do provide for the indemnification of any
director, officer, employee or agent of the issuer, or any person
serving in such capacity for any other entity or enterprise at the
request of the issuer against any and all legal expenses (including
attorneys fees), claims and liabilities arising out of any action,
suit or proceeding, except an action by or in the right of the
issuer. The bylaws of Maplecrest also provide for such indemnification,
and management intends that the bylaws of the surviving post-merger
entity shall provide for indemnification of officers and directors
to the extent permitted by Utah law.
Utah law provides liberal indemnification of officers and
directors of Utah corporations. Section 16-10a-841 of the Utah
Code permits a corporation to indemnify any officer,
director, employee, or agent, who is, was, or is threatened to be
made a party to any action, whether civil, criminal, administrative,
or investigative, except an action by or in the right of the
corporation, by reason of the fact that he is or was an officer,
director, employee, or agent, if he acted in good faith and in a
manner which he reasonably believed to be in or not opposed to the
best interests of the corporation, and, in the case of a criminal
action, he had no reasonable cause to believe that his conduct was
unlawful. In the case in which a director, officer, employee, or
agent of a corporation has been successful on the merits or
otherwise in defense of such action, the corporation must indemnify
him for expenses, including attorneys fees, actually and reasonably
incurred by him.
Insofar as indemnification for liabilities arising under the federal
securities laws may be permitted to directors and controlling
persons of the issuer, the issuer has been advised that in the
opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the law and
is, therefore, unenforceable. In the event a demand for
indemnification is made, the issuer 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 law and will be governed by the final adjudication of such
issue.
ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
The following documents are filed as part of this Form S-4:
<TABLE>
<CAPTION>
Exhibit No. Document Location
<S> <C> <C>
2 Merger Agreement Included
Addendum to Merger Included
3(i) Articles of Incorporation Incorporated by Reference
3(ii) Bylaws Incorporated by Reference
4 Rights of Securities Holders Included
13 Annual report to Security Holders,
Form 10-Q Incorporated by Reference
16 Letter re: Change in Certifying Accountant Incorporated by Reference
</TABLE>
The following financial statements are attached hereto:
Audited Financial Reports for Year Ending March 31, 2000 - MPTG
Financial Reports for Year Ending September 31, 1999 - Maplecrest
Item 22. Undertakings
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 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to 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. The undersigned registrant hereby
undertakes to deliver or cause to be delivered with the prospectus, to each
person to whom the prospectus is sent or given, the latest annual report to
security holders that is incorporated by reference in the prospectus and
furnished pursuant to and meeting the requirements of Rule 14a-3 or Rule 14c-3
under the Securities Exchange Act of 1934; and, where interim financial
information required to be presented by Article 3 of Regulation S-X are not set
forth in the prospectus, to deliver, or cause to be delivered to each
person to whom the prospectus is sent or given, the latest quarterly report that
is specifically incorporated by reference in the prospectus to provide such
interim financial information. The undersigned registrant hereby undertakes to
respond to requests for information that is incorporated by reference into the
prospectus pursuant to Items 4, 10(b), 11, or 13 of this Form, within one
business day of receipt of such request, and to send the incorporated documents
by first class mail or other equally prompt means. This includes information
contained in documents filed subsequent to the effective date of the
registration statement through the date of responding to the request.
The undersigned registrant hereby undertakes to supply by means of a post-
effective amendment all information concerning a transaction, and the company
being acquired involved therein, that was not the subject of and included in the
registration statement when it became effective.
Signatures
Pursuant to the requirements of the Securities Act, the registrant has duly
caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Loveland, State of Ohio,
on August 24, 2000.
MASTERPIECE TECHNOLOGY GROUP, INC.
By /s/ Newell Crane
President, Director
