<PAGE>
As filed with the Securities and Exchange Commission on July 14, 1999
Registration No. 333-________
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
____________
FORM S-1
Registration Statement Under The Securities Act of 1933
PROVANTAGE HEALTH SERVICES, INC.
(Exact name of Registrant as specified in its charter)
Delaware 8099 54-1508848
- --------------------------- ---------------------------- ------------------
(State or other (Primary Standard Industrial (I.R.S.
Jurisdiction of Classification Code Number) Employer
Incorporation or Identification No.)
Organization)
13555 Bishops Court, Suite 201
Brookfield, Wisconsin 53005
(414) 784-4600
(Address, Including Zip Code, and Telephone Number, Including Area Code, of
Registrant's Principal Executive Offices)
____________
Jeffrey A. Jones
Executive Vice President and Chief Operating Officer
ProVantage, Inc.
13555 Bishops Court, Suite 201
Brookfield, Wisconsin 53005
(414) 784-4600
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code,
of Agent for Service)
Copies to:
Randall J. Erickson Donald J. Murray
Godfrey & Kahn, S.C. Dewey Ballantine LLP
780 N. Water Street 1301 Avenue of the Americas
Milwaukee, Wisconsin 53202 New York, New York 10019
(414) 273-3500 (212) 259-8000
____________
Approximate date of commencement of proposed sale to the public: As soon as
is practicable after the effective date of this Registration Statement.
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act, 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, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [X] 333-71743
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. [_]
<TABLE>
CALCULATION OF REGISTRATION FEE
Title of Amount Proposed Proposed
each class to be Maximum maximum
of securities Registered Offering Price aggregate Amount of
to be registered (1) Per Unit offering price registration fee
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<S> <C> <C> <C> <C>
Common Stock,
$.01 par value 345,000 $18.00 $6,210,000 $1,726.38
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(1) Includes 45,000 shares issuable upon exercise of the underwriters'
over-allotment option.
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</TABLE>
<PAGE>
INCORPORATION OF CERTAIN
INFORMATION BY REFERENCE
This Registration Statement is being filed pursuant to Rule 462(b) under
the Securities Act of 1933, as amended. The information in the Registration
Statement on Form S-1 filed by ProVantage Health Services, Inc. (Reg. No. 333-
71743) pursuant to the Securities Act of 1933, as amended, and declared
effective on July 12, 1999, including the exhibits, is incorporated by reference
into this Registration Statement.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Milwaukee, State of
Wisconsin, on July 13, 1999.
PROVANTAGE HEALTH SERVICES, INC.
By: /s/ Jeffrey A. Jones*
------------------------
Jeffrey A. Jones, Executive Vice President
and Chief Operating Officer
Pursuant to 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 indicated below.
Name Title Date
---- ----- ----
/s/ Dale P. Kramer* Chairman of the Board July 13, 1999
- --------------------
Dale P. Kramer
/s/ Jeffrey A. Jones* Executive Vice President July 13, 1999
- ---------------------- and Chief Operating Officer
Jeffrey A. Jones (Principal Executive Officer
and Principal Financial
Officer)
/s/ Peter J. Beste* Vice President and Controller July 13, 1999
- -------------------- (Principal Accounting Officer)
Peter J. Beste
/s/ Richard D. Schepp
- ----------------------
* By Richard D. Schepp pursuant to
Powers of Attorney previously filed.
<PAGE>
INDEX TO EXHIBITS
All exhibits filed with Registration Statement No. 333-71743 are
incorporated by reference into, and shall be deemed a part of, this registration
statement, except the following which are filed herewith.
Exhibit
Number Document Description
------- --------------------
5.1 Opinion of Godfrey & Kahn, S.C.
23.1 Consent of Deloitte & Touche LLP
23.2 Consent of Godfrey & Kahn, S.C. (contained in Exhibit 5.1)
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G O D F R E Y & K A H N, S. C.
ATTORNEYS AT LAW
780 NORTH WATER STREET
MILWAUKEE, WI 53202-3590
www.gklaw.com
PHONE: 414-273-3500 FAX: 414-273-5198
July 14, 1999
ProVantage Health Services, Inc.
13555 Bishops Court, Suite 201
Brookfield, Wisconsin 53005
Ladies and Gentlemen:
In connection with the registration of 345,000 shares of common stock, par
value $0.01 per share (the "Shares"), of ProVantage Health Services, Inc., a
Delaware corporation (the "Company"), pursuant to Rule 462(b) under the
Securities Act of 1933, as amended (the "Securities Act"), on Form S-1 to be
filed with the Securities and Exchange Commission (the "Commission") on July 14,
1999 (the "Registration Statement"), you have requested our opinion with respect
to the following matters. The Shares will be sold pursuant to a purchase
agreement (the "Purchase Agreement") substantially in the form filed as an
exhibit to the Registration Statement.
In our capacity as your counsel in connection with such registration, we
are familiar with the proceedings taken and proposed to be taken by the Company
in connection with the authorization, issuance and sale of the Shares, and, for
purposes of this opinion, have assumed such proceedings will be timely completed
in the manner presently proposed. In addition, we have made such legal and
factual examinations and inquiries, including an examination of originals or
copies certified or otherwise identified to our satisfaction of such documents,
records and papers as we have deemed necessary or appropriate for purposes of
this opinion. We have, with your consent, relied as to factual matters on
certificates or other documents furnished by the Company and upon such other
documents and data that we have deemed appropriate and, for purposes of this
opinion, have assumed that the certificates and other documents to be furnished
in connection with the closing of the sale of the Shares will be delivered in
the manner presently proposed. We have assumed the genuineness of all
signatures, the authenticity of all documents submitted to us as originals and
the conformity to original documents of all documents submitted to us as copies.
We are not members of the Bar of any jurisdiction other than the State of
Wisconsin, and, with your consent, we are opining herein only on the General
Corporation Law of the State of
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ProVantage Health Services, Inc.
July 14, 1999
Page 2
Delaware and the laws of the State of Wisconsin. We express no opinion with
respect to the applicability thereto, or the effect thereon, of any other laws
or the laws of any other jurisdiction.
Based on such examination and review, and subject to the foregoing, we are
of the opinion that the Shares have been duly authorized, and, upon issuance,
delivery and payment therefor in the manner contemplated by the Purchase
Agreement, will be validly issued, fully paid and non-assessable, subject to
Section 180.0622(2)(b) of the Wisconsin Statutes.
Section 180.0622(2)(b) of the Wisconsin Statutes provides that shareholders
of a corporation may be assessed up to the par value of their shares to satisfy
the obligations of such corporation to its employees for services rendered, but
not exceeding six months service in the case of any individual employee.
Certain Wisconsin courts have interpreted "par value" to mean the full amount
paid by the purchaser of shares upon issuance thereof. The Supreme Court of the
State of Wisconsin has interpreted the substantially similar predecessor to
(S)180.0622(2)(b) of the Wisconsin Statutes to apply to foreign corporations
licensed to do business in Wisconsin.
We hereby consent to the use of this opinion as an exhibit to the
Registration Statement and to the reference to our firm under the caption "Legal
Matters" in the prospectus that is a part of the Registration Statement. In
giving such consent, we do not admit that we are in the category of persons
whose consent is required under Section 7 of the Securities Act.
Very truly yours,
/s/ Godfrey & Kahn, S.C.
GODFREY & KAHN, S.C.
<PAGE>
Exhibit 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement
relating to 345,000 shares of Common Stock of ProVantage Health Services, Inc.
(formerly ProVantage, Inc.) on Form S-1 of our report dated March 12, 1999, June
21, 1999 as to Note K (which expresses an unqualified opinion and includes an
explanatory paragraph related to the restatement as described in Note K), and of
our report dated March 12, 1999 relating to the financial statement schedule
which is incorporated by reference in this Registration Statement.
We also consent to the reference to us under the headings "Selected Historical
Consolidated Financial Data" and "Experts" in the Prospectus incorporated by
reference in this Registration Statement.
/s/ Deloitte & Touche LLP
DELOITTE & TOUCHE LLP
Milwaukee, Wisconsin
July 13, 1999
