<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 7, 1996
REGISTRATION NO. 33-
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------
INNOSERV TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
CALIFORNIA 96-3619990
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
------------------------------
4330 BELTWAY, SUITE 300
ARLINGTON, TEXAS 76018
(800) 848-5385
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
------------------------------
MICHAEL PULS
PRESIDENT AND CHIEF EXECUTIVE OFFICER
INNOSERV TECHNOLOGIES, INC.
4330 BELTWAY, SUITE 300
ARLINGTON, TEXAS 76018
(800) 848-5385
(Name, address, including zip code and telephone number,
including area code, of agent for service)
------------------------------
COPY TO:
PETER F. ZIEGLER, ESQ.
GIBSON, DUNN & CRUTCHER
333 SOUTH GRAND AVENUE
LOS ANGELES, CALIFORNIA 90071-3197
(213) 229-7000
------------------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
FROM TIME TO TIME AFTER THE EFFECTIVE DATE OF THIS REGISTRATION STATEMENT
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. / /
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 of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. /X/
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 from 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 delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF EACH CLASS OF AMOUNT TO BE OFFERING PRICE AGGREGATE OFFERING AMOUNT OF
SECURITIES TO BE REGISTERED REGISTERED PER UNIT(1) PRICE(1)(2) REGISTRATION FEE
<S> <C> <C> <C> <C>
Common Stock ($.01 par value)......... 2,030,000 shares $3.75 $7,612,500 $2,625
</TABLE>
(1) Estimated solely for the purpose of determining the registration fee.
(2) Calculated on the basis of the average of the high and low reported
prices of the Registrant's Common Stock on the Nasdaq National Market on
February 1, 1996.
THIS REGISTRATION STATEMENT SHALL HEREAFTER BECOME EFFECTIVE IN ACCORDANCE
WITH THE PROVISIONS OF SECTION 8(A) OF THE SECURITIES ACT OF 1933. THE
REGISTRATION HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS
MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A
FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE
SECURITIES ACT OF 1933, AS AMENDED, OR UNTIL THE REGISTRATION STATEMENT SHALL
BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION
8(A), MAY DETERMINE.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.
<PAGE>
SUBJECT TO COMPLETION, DATED FEBRUARY 7, 1996
PROSPECTUS
INNOSERV TECHNOLOGIES, INC.
COMMON STOCK
($.01 PAR VALUE)
2,030,000 SHARES
This Prospectus relates to 2,030,000 shares of Common Stock, par value $.01
per share ("Common Stock"), of InnoServ Technologies, Inc., a California
corporation (the "Company"), which are beneficially owned by MEDIQ Incorporated
(the "Distributing Shareholder") and will be distributed to its shareholders as
a dividend. The shares of Common Stock offered hereby (hereinafter, the
"Securities") were issued to the Distributing Shareholder in connection with
the acquisition by the Company of MEDIQ Equipment and Maintenance Services,
Inc., a subsidiary of the Distributing Shareholder. The Company is registering
the Securities pursuant to the terms of an Agreement and Plan of Reorganization
dated May 18, 1994, as amended by Amendment No. 1 thereto dated October 24, 1995
(the "Reorganization Agreement"), between the Company and the Distributing
Shareholder in order to provide the Distributing Shareholder with the
opportunity to distribute the securities to its shareholders so as to provide
those shareholders with freely tradeable securities.
The Company will not receive any of the proceeds from the distribution of
the Securities. The Company will pay all of the expenses incurred by the Company
in connection with the preparation of a registration statement for the
Securities, estimated to be approximately $35,125. The Distributing
Shareholder will pay the other costs, if any, associated with the distribution
of the Securities.
The Common Stock is quoted on the NASDAQ National Market System under the
symbol "ISER." On February 6, 1996, the last reported sale price per share of
the Common Stock, as quoted on the NASDAQ National Market System, was $4.00.
------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS
THE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED
UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
------------------------
THE DATE OF THIS PROSPECTUS IS , 1996.
<PAGE>
AVAILABLE INFORMATION
The Company has filed a Registration Statement on Form S-3 (the
"Registration Statement"), File No. 33- , with the Securities and Exchange
Commission (the "Commission") under the Securities Act of 1933, as amended (the
"Securities Act"), covering the Securities covered by this Prospectus. This
Prospectus omits certain information and exhibits included in the Registration
Statement, copies of which may be obtained upon payment of a fee prescribed by
the Commission or may be examined free of charge at the principal office of the
Commission in Washington, D.C.
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports, proxy statements and other information with the
Commission. Such reports, proxy statements and other information filed with the
Commission by the Company can be inspected and copied at the public reference
facilities maintained by the Commission at 450 Fifth Street, N.W., Washington,
D.C. 20549, and at the regional offices of the Commission located at 500 West
Madison Street, Room 1400, Chicago, Illinois 60606 and at the Jacob K. Javits
Federal Building, 75 Park Place, New York, New York 10278. Copies of such
material can be obtained from the Public Reference Section of the Commission at
450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed rates.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Company with the Commission are by this
reference incorporated in and made a part of this Prospectus: (i) the Annual
Report on Form 10-K for the fiscal year ended April 30, 1995, File No. 0-13608;
(ii) the Quarterly Reports on Form 10-Q for the quarters ended July 31, 1995 and
October 31, 1995; (iii) the description of the class of the Securities which is
contained in Registration Statement on Form 8-A filed May 21, 1985, including
any amendments or reports filed for the purpose of updating such description,
(iv) the Current Report on Form 8-K filed October 30, 1995, and (v) all
documents filed by the Company pursuant to Section 13(a), 13(c), 14 or 15(d) of
the Exchange Act after the date of this Prospectus and prior to the filing of a
post-effective amendment which indicates that all Securities offered hereby have
been sold or which deregisters all Securities then remaining unsold. Any
statement contained in a document incorporated or deemed to be incorporated by
reference herein shall be deemed to be modified or superseded for purposes of
this Prospectus to the extent that a statement contained herein or in any other
subsequently filed document which also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Prospectus.
Copies of all documents that are incorporated herein by reference (not
including the exhibits to such documents, unless such exhibits are specifically
incorporated by reference into such documents or into this Prospectus) will be
provided without charge to each person, including any beneficial owner, to whom
this Prospectus is delivered, upon a written or oral request to InnoServ
Technologies, Inc., Attention: Corporate Secretary, 4330 Beltway, Suite 300,
Arlington, Texas 76018, telephone number (800) 848-5385.
THE COMPANY
The Company provides comprehensive asset management systems
and services and multi-vendor maintenance and repair services for healthcare
facilities to reduce their operating costs and improve the quality of care.
The Company was incorporated in California in May 1981 as Mobile Medical
Imaging. In May 1984, the Company changed its name to MMI Medical, Inc. and in
October 1995, it further changed its name to InnoServ Technologies, Inc.
The principal offices of the Company are located at 4330 Beltway, Suite 300,
Arlington, Texas 76018, telephone number (800) 848-5385.
2
<PAGE>
DISTRIBUTING SHAREHOLDER
The Distributing Shareholder listed below received its shares of Common
Stock in connection with the Company's acquisition of MEDIQ Equipment and
Maintenance Services, Inc. from the Distributing Shareholder. As part of the
acquisition and pursuant to the terms of the Reorganization Agreement, the
Company agreed to use its best efforts to register the Common Stock issued to
the Distributing Shareholder for distribution by the Distributing Shareholder as
a dividend to its shareholders and the Distributing Shareholder agreed to
distribute the Securities as a dividend to its shareholders within 60 days after
registration of the Securities.
<TABLE>
<CAPTION>
SHARES OWNED AND
DISTRIBUTING SHAREHOLDER OFFERED HEREBY
- -------------------------------- -----------------
<S> <C>
MEDIQ Incorporated 2,030,000
</TABLE>
USE OF PROCEEDS
The Company will not receive any of the proceeds from the distribution of
the Securities offered hereby.
PLAN OF DISTRIBUTION
In the Reorganization Agreement, the Distributing Shareholder agreed to
distribute the Securities as a dividend to its shareholders within 60 days after
registration of the Securities. The Distributing Shareholder will pay for the
expenses incurred in the distribution of the securities, except for the cost of
the registration of the Securities, which will be borne by the Company.
LEGAL MATTERS
Certain legal matters will be passed upon for the Company by Gibson, Dunn &
Crutcher, Los Angeles, California.
EXPERTS
The consolidated financial statements of InnoServ Technologies, Inc.
included in its Annual Report (Form 10-K) for the year ended April 30, 1995,
have been audited by Ernst & Young LLP, independent auditors, as set forth in
their report thereon incorporated herein by reference. Such consolidated
financial statements have been incorporated herein by reference upon the
authority of such firm as experts in accounting and auditing.
NO DEALER, SALES REPRESENTATIVE OR ANY OTHER PERSON HAS BEEN AUTHORIZED TO
GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATION NOT CONTAINED IN THIS
PROSPECTUS IN CONNECTION WITH THIS OFFERING OTHER THAN THOSE CONTAINED IN THIS
PROSPECTUS, AND IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION MUST NOT BE
RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY OR THE DISTRIBUTING
SHAREHOLDER. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL, OR A
SOLICITATION OF ANY OFFER TO BUY COMMON STOCK BY ANYONE IN ANY JURISDICTION IN
WHICH SUCH AN OFFER OR SOLICITATION IS NOT AUTHORIZED, OR IN WHICH THE PERSON
MAKING SUCH OFFER OR SOLICITATION IS NOT QUALIFIED TO DO SO, OR TO ANY PERSON TO
WHOM IT IS UNLAWFUL TO MAKE SUCH AN OFFER OR SOLICITATION. NEITHER THE DELIVERY
OF THIS PROSPECTUS NOR ANY DISTRIBUTION MADE HEREUNDER SHALL, UNDER ANY
CIRCUMSTANCES, CREATE AN IMPLICATION THAT THE INFORMATION CONTAINED HEREIN IS
CORRECT AS OF ANY TIME SUBSEQUENT TO ITS DATE.
3
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following expenses will be paid by the Company.
<TABLE>
<S> <C>
SEC Registration Fee............................................... $ 2,625
NASDAQ/NMS Application Fee......................................... 17,500
Legal fees and expenses*........................................... 10,000
Accounting fees and expenses*...................................... 4,000
Blue sky fees and expenses*........................................ 1,000
Miscellaneous*..................................................... 0
$ 35,125
---------
---------
</TABLE>
- ------------------------
* Estimated.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The amended Articles of the Registrant provide: (i) the liability of the
directors of the Company for monetary damages shall be eliminated to the fullest
extent permissible under California law and (ii) the Company is authorized to
provide indemnification of its agents (as such term is defined in Section 317 of
the California General Corporation Law), whether by bylaw, agreement, vote of
the shareholders or disinterested directors or otherwise, in excess of the
indemnification expressly permitted by Section 317 of the California General
Corporation Law for breach of duty to this corporation and its shareholders,
subject only to the applicable limits upon such indemnification set forth in
Section 204(a)(11) of the California General Corporation Law.
As permitted by Section 317 of the General Corporation Law of California,
the Bylaws of the Registrant provide: (i) the Registrant is required to
indemnify certain agents, including, but not limited to officers, directors,
employees, other agents, and persons serving in such capacities at the request
of the Company (including, for example, subsidiaries of the Registrant)
(collectively, the "Agents"), in certain proceedings to the extent that the
Agents are successful on the merits for actual and reasonable expenses and may
indemnify the Agents in these proceedings upon authorization, to the fullest
extent permitted by California law, including those circumstances in which
indemnification would otherwise be discretionary; (ii) the Registrant may
advance expenses to an Agent in connection with defending a proceeding; and
(iii) the Registrant may maintain Agents' liability insurance. These
indemnification provisions may be sufficiently broad to permit indemnification
of the Registrant's officers and directors for liabilities arising under the
Securities Act of 1933, as amended.
ITEM 16. EXHIBITS
The Exhibit Index is attached hereto on page II-4.
II-1
<PAGE>
ITEM 17. 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 thereby and the offerings of such securities
at the time shall be deemed to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised 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. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the
matters 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 Act and will be governed by the final
adjudication of such issue.
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or distributions are being
made, a post-effective amendment to this Registration Statement;
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after the
effective date of the Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
Registration Statement;
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the Registration Statement or any
material change to such information in the Registration Statement;
provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant pursuant to
Section 13 or 15(d) of the Securities Exchange Act of 1934 that are incorporated
by reference in the Registration Statement.
(2) That, for the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment 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.
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.
II-2
<PAGE>
SIGNATURES
Pursuant to 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 S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Arlington, State of Texas, on this 21st day of
January, 1996.
INNOSERV TECHNOLOGIES, INC.
By: /s/ MICHAEL PULS
--------------------------------
Michael Puls
PRESIDENT AND CHIEF EXECUTIVE
OFFICER
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Michael Puls as his or her true and lawful
attorney-in-fact and agent with full powers of substitution and resubstitution,
for him or her and in his or her name, place and stead, in any and all
capacities to sign any or all amendments (including post-effective 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 foregoing, as fully to all intents and purposes as
he or she might or could do in person, lawfully do or cause to be done by virtue
hereof.
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.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<C> <S> <C>
/s/ DUDLEY A. RAUCH
- ------------------------------------------------------ Chairman of the Board of Directors January 21, 1996
Dudley A. Rauch
/s/MICHAEL PULS
- ------------------------------------------------------ President, Chief Executive Officer, January 21, 1996
Michael Puls Chief Financial Officer and
Director (Principal Executive
Officer and Principal Financial and
Accounting Officer)
/s/ SAMUEL SALEN
- ------------------------------------------------------ Director January 21, 1996
Samuel Salen, M.D.
/s/ MICHAEL M. SACHS
- ------------------------------------------------------ Director January 21, 1996
Michael M. Sachs
/s/ BERNARD KORMAN
- ------------------------------------------------------ Director January 21, 1996
Bernard Korman
/s/ MICHAEL SANDLER
- ------------------------------------------------------ Director January 21, 1996
Michael Sandler
/s/ DAVID A. WEGMANN
- ------------------------------------------------------ Director January 21, 1996
David A. Wegmann
</TABLE>
II-3
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
SEQUENTIALLY
EXHIBIT NUMBERED
NUMBER DESCRIPTION PAGE*
- ------------ ------------------------------------------------------------------------------------ -----------
<C> <S> <C>
5.1 Opinion of Gibson, Dunn & Crutcher.
23.1 Consent of Gibson, Dunn & Crutcher (contained in Exhibit 5.1).
23.2 Consent of Ernst & Young LLP, independent auditors.
24.1 Power of Attorney (included at page II-3).
</TABLE>
- ------------------------
* Appears only in manually executed copy.
II-4
<PAGE>
EXHIBIT 5.1
[GIBSON, DUNN & CRUTCHER]
January 31, 1996
(213) 229-7000 C 62203-00022
InnoServ Technologies, Inc.
4330 Beltway, Suite 300
Arlington, Texas 76018
RE: INNOSERV TECHNOLOGIES, INC. - FORM S-3 REGISTRATION STATEMENT
Gentlemen:
We have acted as special counsel to InnoServ Technologies, Inc., a
California corporation (the "Company"), in connection with the registration
by the Company on Form S-3 (the "Registration Statement") under the Securities
Act of 1933, as amended, of 2,030,000 shares of the Company's common stock, $.01
par value (the "Shares"). The Shares are being offered for distribution by MEDIQ
Incorporated, a Delaware corporation (the "Distributing Shareholder"), as a
dividend to its shareholders.
On the basis of such investigation as we have deemed necessary, we are of
the opinion that the Shares to be offered for distribution by the Distributing
Shareholder have been duly authorized and validly issued and are fully paid and
nonassessible.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to this firm under the heading
"Legal Matters" contained in the prospectus that forms a part of the
Registration Statement.
Very truly yours,
/s/ GIBSON, DUNN & CRUTCHER
-------------------------------------
GIBSON, DUNN & CRUTCHER
PFZ/MSU/MP
<PAGE>
EXHIBIT 23.2
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" in
the Registration Statement on Form S-3, and related Prospectus of InnoServ
Technologies, Inc. for the registration of 2,030,000 shares of its common
stock and to the incorporation by reference therein of our report dated
July 25, 1995, with respect to the consolidated financial statements and
schedule of InnoServ Technologies, Inc. included in its Annual Report (Form
10-K) for the year ended April 30, 1995 filed with the Securities and
Exchange Commission.
ERNST & YOUNG LLP
Los Angeles, California
January 31, 1996
