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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 11, 1996
REGISTRATION NO. 333-00775
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 1 TO FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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INNOSERV TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
CALIFORNIA 95-3619990
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
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320 WESTWAY, SUITE 530
ARLINGTON, TEXAS 76018
(800) 848-5385
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
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MICHAEL PULS
PRESIDENT AND CHIEF EXECUTIVE OFFICER
INNOSERV TECHNOLOGIES, INC.
320 WESTWAY, SUITE 520
ARLINGTON, TEXAS 76018
(800) 848-5385
(Name, address, including zip code and telephone number,
including area code, of agent for service)
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COPY TO:
PETER F. ZIEGLER, ESQ.
GIBSON, DUNN & CRUTCHER
333 SOUTH GRAND AVENUE
LOS ANGELES, CALIFORNIA 90071-3197
(213) 229-7000
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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. / /
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.
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<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 SEPTEMBER 11, 1996
PROSPECTUS
INNOSERV TECHNOLOGIES, INC.
COMMON STOCK
($.01 PAR VALUE)
2,026,438 SHARES
This Prospectus relates to 2,026,438 shares (the "Securities") 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 substantially all
of which will be distributed to its common and preferred stockholders as a
dividend (the "Distribution"). This Prospectus also relates to those securities
received as part of the Distribution by stockholders of the Distributing
Shareholder who are then deemed to be "affiliates" (as defined in the Securities
Act of 1933, as amended) of the Company after the Distribution (each such
person, an "Affiliate Stockholder"). The Company expects that the Affiliate
Stockholders will include Michael F. Sandler, the Rotko Trust (as defined
below), Bernard J. Korman, Thomas E. Carroll, Michael J. Rotko, Bessie G.
Rotko and Judith M. Shipon.
The Securities were issued to the Distributing Shareholder in connection
with the acquisition by the Company of MEDIQ Equipment and Maintenance
Services, Inc., formerly a subsidiary of the Distributing Shareholder. The
Company is registering the Securities pursuant to the terms of an Agreement
of Merger 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 stockholders so as to provide those stockholders with
freely tradeable securities.
The Company will not receive any of the proceeds from the distribution or
resale of the Securities. The Company will pay all of the expenses associated
with the registration of the Securities, estimated to be approximately $50,000.
The Distributing Shareholder will pay for the costs of the Distribution and the
Affiliate Stockholders will pay the other costs, if any, associated with any
sale by them of the Securities.
The Common Stock is quoted on the Nasdaq National Market under the symbol
"ISER." On September 6, 1996, the last reported sale price per share of the
Common Stock, as quoted on the Nasdaq National Market, was $4.25.
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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.
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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. 333-00775, 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, 1996, File No.
0-13608; (ii) 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,
(iii) the Current Report on Form 8-K filed October 30, 1995, and (iv) 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,
320 Westway, Suite 520, 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
such facilities' 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 320 Westway, Suite 530,
Arlington, Texas 76018, telephone number (800) 848-5385.
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RISK FACTORS
The Securities offered hereby are speculative in nature and involve a
high degree of risk. In addition to the other information included elsewhere
in this Prospectus, the following factors should be considered carefully in
evaluating an investment in the Securities offered by this Prospectus.
ABSENCE OF EARNINGS
For the fiscal years ending April 30, 1996 and 1995, the Company has
reported net losses of approximately $7,200,000 and $3,600,000, respectively.
No assurances can be given that the Company will achieve future profitability
at any specific time.
COMPETITION
The health care industry in general and the market for medical equipment
maintenance, distribution and diagnostic services in particular are highly
competitive. With respect to its medical equipment maintenance services, the
Company competes with both medical equipment manufacturers, most of which
have significantly greater financial and marketing resources than the
Company, and other third party maintenance service companies. Certain larger
hospitals also provide in-house maintenance service on their own equipment.
With respect to its distribution services, the Company competes with other
distributors, manufacturers and equipment resellers such as brokers, leasing
companies, and individual health care providers, many of whom have financial
and marketing resources substantially greater than those of the Company. New
competitors might arise if they are able to obtain services and products from
the Company's suppliers who are open and accessible. New competitors might
organize into regional or national networks. If competition significantly
increased in the future, the Company's profitability may be limited. Such a
limitation would have a material adverse effect on the Company's business.
RISKS OF REDUCED CUSTOMER BASE ASSOCIATED WITH CONSOLIDATION OF THE HEALTH CARE
INDUSTRY
Health care providers, including hospitals and integrated health systems,
continue to consolidate. As a result of consolidation, the Company's
customer base may be reduced. The Company's customers may be consolidated
into or acquired by other entities. Purchasing decisions may shift to
individuals with whom the Company has no prior selling relationship. A
significant reduction in the Company's customer base would have an adverse
effect on the Company's business.
REGULATION OF THE HEALTH CARE INDUSTRY
The Company services health care institutions, such as hospitals. The
health care industry is subject to extensive government regulation at both
the federal and state levels. Health care institutions will accept the
Company's services only if such services are in compliance with government
regulation. The Company tracks government regulations and offers services
designed to comply with such regulation. Nevertheless, significant changes
in the substance and the level of government regulation could have a material
adverse effect on the Company's business.
Similarly, federal and state laws regulate the relationships between
providers, supplies and consumers of health care services. For example,
Medicare and Medicaid statutes prohibit the solicitation, payment, receipt or
offering of any remuneration for the recommending, arranging,
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<PAGE>
ordering or purchasing of Medicare or Medicaid covered services. Violations
of federal and state laws may result in substantial civil or criminal
penalties. Such penalties might include large civil monetary penalties or
exclusion from the Medicare and Medicaid programs.
DEPENDENCE ON THIRD-PARTY REIMBURSEMENT
The health care industry is subject to changing political, regulatory and
economic influences that affect the operational aspects of health care
providers in the Company's target market. A number of federal and state
proposals to control health care costs contain measures intended to control
public and private spending on health care as well as to provide universal
public access to the health care system. Government and private insurance
programs that fund a significant portion of the health care market in the
United States, such as Medicare, Medicaid and corporate health insurance
plans, are often the focus of these proposals. Recently, government-imposed
limits on reimbursements of health care providers have significantly impacted
spending budgets in certain markets within the medical supply and equipment
industry. Private third-party reimbursement plans are also developing
increasingly sophisticated methods of controlling health care costs through
redesign of benefits and exploration of more cost-effective methods of
delivering health care. Accordingly, the Company cannot be assured that its
customers will continue to have sufficient spendable funds for purchase and
use of the Company's services. A material reduction in the purchasing of
such services could adversely affect the Company's business. Also,
significant changes in the nation's health care system could have an adverse
impact on the Company's business, although the impact of such changes cannot
be predicted with any certainty.
GOVERNMENT REGULATION
Federal antitrust laws regulate the Company's business. For example, the
Sherman and Clayton Acts prohibit exclusive dealing arrangements, such as
"sole source" contracts with vendors, if such contracts involve a significant
degree of foreclosure of the market place that effectively excludes
competitors from a relevant market. The Robinson-Patman Act prohibits
certain types of discriminatory pricing by vendors and the payment of
"brokerage" by a vendor to an agent of the purchaser. The Company attempts
to conduct its current operations in material compliance with existing
applicable antitrust laws. Nevertheless, the Company cannot be assured that
its existing relationships will not be successfully challenged under the
antitrust laws.
State and federal agencies, such as the Occupational Safety and Health
Administration and the Environmental Protection Agency, have jurisdiction
over the Company and its customers. This jurisdiction includes, but is not
limited to, worker safety, community "right to know" laws and environmental
regulation. Under these laws and regulations, real estate owners and lessees
may be liable for the cost of investigating environmental problems, cleaning
up certain hazardous substances and restoring property. Such laws often
impose liability without regard to whether the owner or lessee knew of, or
was responsible for, the presence of hazardous substances. Future
environmental legislation or regulation may negatively affect the Company's
business. Also, the Company believes it is in substantial compliance with
the applicable standards pursuant to such laws and regulations.
Nevertheless, the Company cannot be assured that it will not be materially
adversely affected by existing or future requirements or incur materially
increased operating costs in complying therewith.
Furthermore, the Company cannot be assured that courts and regulatory
authorities will not review the Company's business and make determinations
that might adversely affect the Company's business. Similarly, the Company
cannot be assured that health care regulations will not change and restrict
the Company's profitability.
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DEPENDENCE ON KEY PERSONNEL
The Company's future success will depend on the performance of a number
of key employees, including its officers. Even where the Company has an
employment agreement with such employees, the Company cannot ensure their
continued employment. The loss of any key employee could have a material
adverse effect on the Company's business. Similarly, the Company depends on
its ability to recruit skilled technical, financial, managerial and marketing
personnel. Competition for such personnel is strong. The Company cannot be
assured that it will succeed in hiring retaining the personnel needed.
RELIANCE ON DATA PROCESSING
The Company's business is dependent upon its ability to obtain, process,
analyze and manage data and to maintain and upgrade its data processing
capabilities. Interruption of data processing capabilities for any extended
length of time, the failure to upgrade data services, difficulties in
converting data and information systems after acquisitions, loss of stored
data, programming errors or other problems with computer programs could have
a material adverse effect on the Company's business.
POTENTIAL LEGAL LIABILITIES
The servicing, maintenance and resale of medical equipment entail risks
associated with product liability. Also, the Company may be sued for
negligence or upon related legal theories arising out of services provided by
the Company. Liability insurance coverage is expensive, difficult to obtain
and may be unobtainable in the future on acceptable terms, if at all. Even
with insurance, claims or judgments may be excess of the Company's coverage
limits or may not be covered by the Company's insurance policies. Such
claims could have a material adverse effect upon the Company's business. In
addition, legal claims against the Company--regardless of merit or
outcome--may have a material adverse effect upon the Company's business.
ANTI-TAKEOVER CONSIDERATIONS
Certain provisions of the Company's Articles of Incorporation, By-Laws,
California law and agreements with other parties could, together or
separately, discourage potential acquisition
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proposals, delay or prevent a change in control of the Company and limit
the price that certain investors might be willing to pay in the future for
the Company's Common Stock. Such provisions may include the issuance, without
further stockholder approval, of preferred stock with rights and preferences
which could be senior to the Common Stock.
POTENTIAL VOLATILITY OF STOCK PRICE
The market price of the Company's Common Stock could be subject to
significant fluctuations due to various factors, including changes in the
Company's operating results, announcements of new products by the Company or
by its competitors, health care or reimbursement policy changes by government
or insurance companies or a change in securities analysts' recommendations.
These fluctuations, as well as general economic and market conditions, may
adversely affect the market price of the Company's Common Stock. In
addition, a number of new stockholders will receive the Company's Common
Stock in connection with the Distribution and not in connection with a
decision by the stockholder to purchase the Common Stock. Sales of
substantial amounts of Common Stock in the public market could adversely
affect the market price of the Common Stock.
ABSENCE OF DIVIDENDS
Although the Company has in the past declared and paid cash dividends on
its Common Stock, the Company, at present, intends to retain all earnings for
use in the operation and development of its business. The Company does not
expect to declare or pay cash dividends on it Common Stock in the foreseeable
future. At present, certain loan agreements of the Company prohibit the
payment of dividends by the Company.
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DISTRIBUTING SHAREHOLDER
The Distributing Shareholder received the Securities in connection with
the Company's acquisition of MEDIQ Equipment and Maintenance Services, Inc.
As part of the acquisition and pursuant to the terms of the Reorganization
Agreement, the Company agreed to use its best efforts to register, among
other things, the Securities issued to the Distributing Shareholder for
distribution by the Distributing Shareholder as a dividend to its common and
preferred stockholders and the Distributing Shareholder agreed to distribute the
Securities as a pro rata dividend to its stockholders, as if the common and
preferred stockholders were one class, within 60 days after registration of the
Securities. The Company expects that the Distributing Shareholder will not
distribute fractional shares of the Securities to its common and preferred
stockholders. Instead, the Distributing Shareholder has advised the Company
that it will sell any such fractional shares on the open market.
The Distributing Shareholder, MEDIQ Incorporated, owns 2,026,438 shares of
the Company's Common Stock as of September 9, 1996. The Distributing
Shareholder is offering 2,026,438 shares of the Company's Common Stock
hereby, approximately 40.2% of the class.
AFFILIATE STOCKHOLDERS
The Affiliate Stockholders are expected to receive a portion of the
Securities in connection with the Distribution. Pursuant to the terms of the
Reorganization Agreement, the Company agreed to use its best efforts to register
the subsequent sale, within 180 days after the Registration Statement of which
this Prospectus is a part becomes effective, of the Securities distributed to
the Affiliate Stockholders. The Reorganization Agreement also provides that
Affiliate Stockholders shall not sell an amount of the Securities to any one
purchaser constituting more than 5% of then outstanding Common Stock pursuant
to this Prospectus.
The Company expects that, based on the Affiliate Stockholders' ownership
of the common stock of the Distributing Shareholder, the Affiliate
Stockholders will own after the Distribution the approximate number of shares
of the Company's Common Stock set forth below. Michael Sandler is a Director
of the Company and a Director and the Chief Financial Officer of the
Distributing Shareholder. Bernard J. Korman is a Director of the Company.
Thomas E. Carroll is a nominee for Director of the Company and President of
the Distributing Shareholder. The Trust established by Bernard B. Rotko,
Settlor, under Agreement dated November 18, 1983 (the "Rotko Trust"),
Michael J. Rotko, Chairman of the Board of the Distributing Shareholder,
Bessie G. Rotko and Judith G. Shipon, who together with Michael J. Rotko
are trustees of the Rotko Trust, are affiliates of the Company as a result of
the Rotko Trust's ownership of the Company's Common Stock and are expected to
be affiliates of the Company after the Distribution. Except as noted below, the
Securities offered represent all of the Securities owned by the respective
Affiliate Stockholder.
Affiliate Stockholder Shares Offered Hereby
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Michael Sandler 684
Bernard J. Korman 136,433
Thomas E. Carroll 1,694
Rotko Trust 585,240
Michael J. Rotko 73,529
Bessie G. Rotko 41,756
Judith G. Shipon 75,475
In addition to the shares offered hereby, Bernard J. Korman owns 21,000
shares the Company's Common Stock, and Michael Sandler owns 3,000 shares of
the Company's Common Stock.
The Affiliate Stockholders may offer the Company's Securities received as
part of the Distribution and hereby registered for a period of 180 days after
the Registration Statement of which this Prospectus is a part becomes effective.
The registration of the Securities, however, does not necessarily mean that
all or any of the Securities will be sold by the Affiliate Stockholders.
USE OF PROCEEDS
The Company will not receive any of the proceeds from the distribution or
resale of the Securities offered hereby.
PLAN OF DISTRIBUTION
Pursuant to the Reorganization Agreement, the Distributing Shareholder has
agreed to distribute the Securities as a dividend to its common and preferred
stockholders 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 all expenses incurred by the Company in connection
with preparation of a registration statement, including without limitation all
registration and qualification fees, printers' and accounting fees, fees and
disbursements of counsel for the Company, which will be borne by the Company.
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The Affiliate Stockholders may offer the Securities for sale from time to
time for 180 days after the Registration Statement of which this Prospectus
is a part becomes effective. Sales of the Securities by the Affiliate
Stockholders may be made on the Nasdaq National Market or the
over-the-counter market or otherwise at prices and on terms then prevailing
or at prices related to the then current market price, or in negotiated
transactions.
The Securities may be sold in (i) a block trade in which the broker or
dealer so engaged will attempt to sell the Securities as agent but may
position and resell a portion of the block as principal to facilitate the
transaction, (ii) transactions in which a broker or dealer acts as principal
and resells the Securities for its account pursuant to this Prospectus, and
(iii) ordinary brokerage transactions and transactions in which the broker
solicits purchases. In effecting sales, brokers or dealers engaged by the
Affiliate Stockholders may arrange for other brokers or dealers to
participate. The Affiliate Stockholders also may, from time to time,
authorize underwriters acting as their agents to offer and sell Securities
upon such terms and conditions as shall be set forth in any prospectus
supplement. Underwriters, brokers or dealers will receive commissions or
discounts from Affiliate Stockholders in amounts to be negotiated immediately
prior to sale. Such underwriters, brokers or dealers and any other
participating brokers or dealers may be deemed to be "underwriters" within
the meaning of the Securities Act in connection with such sales and any
discounts and commissions received by them and any profit realized by them on
the resale of the Securities may be deemed to be underwriting discounts and
commissions under the Securities Act.
There is no assurance that any of the Affiliate Stockholders will offer
for sale or sell any or all of the Securities covered by this Prospectus. The
Company has been advised by certain of the Affiliate Stockholders that they
or their pledgees, donees, tranferees or other successors in interest may
sell all, a portion of, or none of the Securities covered by this Prospectus.
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, 1996,
have been audited by Ernst & Young LLP, independent auditors, as set forth in
their report thereon included therein and incorporated herein by reference.
Such consolidated financial statements are incorporated herein by reference in
reliance upon such report given 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.
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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*........................................... 20,000
Accounting fees and expenses*...................................... 4,000
Blue sky fees and expenses*........................................ 5,000
Miscellaneous*..................................................... 1,000
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$ 50,125
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</TABLE>
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* 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
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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. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high and of the estimated maximum offering range
may be reflected in the form of prospectus filed with the Commission
pursuant to Rule 424(b) if, in the aggregate, the changes in volume and
price represent no more than 20 percent change in the maximum aggregate
offering price set forth in the "Calculation of Registration Fee" table in
the effective 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
Amendment No. 1 to Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Arlington, State of
Texas, on this 9th day of September, 1996.
INNOSERV TECHNOLOGIES, INC.
By: /s/ MICHAEL G. PULS
--------------------------------
Michael G. Puls
PRESIDENT AND CHIEF EXECUTIVE
OFFICER
Pursuant to the requirements of the Securities Act of 1933, this
Amendment No. 1 to 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>
*
- ------------------------------------------------------ Chairman of the Board of Directors September 9, 1996
Dudley A. Rauch
/s/ MICHAEL G. PULS
- ------------------------------------------------------ President, Chief Executive Officer September 9, 1996
Michael G. Puls (Principal Executive
Officer) and Director
/s/ THOMAS E. HOEFERT
- ------------------------------------------------------ Chief Financial Officer September 9, 1996
Thomas E. Hoefert (Principal Financial and
Accounting Officer)
*
- ------------------------------------------------------ Director September 9, 1996
Samuel Salen, M.D.
*
- ------------------------------------------------------ Director September 9, 1996
Michael M. Sachs
*
- ------------------------------------------------------ Director September 9, 1996
Bernard Korman
*
- ------------------------------------------------------ Director September 9, 1996
Michael Sandler
*
- ------------------------------------------------------ Director September 9 , 1996
David A. Wegmann
*By: /s/ MICHAEL G. PULS
------------------------- September 9, 1996
Michael G. Puls
ATTORNEY-IN-FACT
</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.
** Previously filed.
II-4
<PAGE>
EXHIBIT 23.2
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" in
Amendment No. 1 to the Registration Statement (Form S-3 333-00775) and related
Prospectus of InnoServ Technologies, Inc. for the registration of
2,026,438 shares of its common stock and to the incorporation by reference
therein of our report dated July 24, 1996, 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,
1996, filed with the Securities and Exchange Commission.
ERNST & YOUNG LLP
Fort Worth, Texas
September 5, 1996
