Filed pursuant to Rule 424(b)(3)
Registration No. 33-56758
REOFFER PROSPECTUS
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HEALTHPLEX, INC.
Nassau West Corporate Center I
60 Charles Lindbergh Blvd.
Uniondale, New York 11553
(516) 794-3000
1992 STOCK INCENTIVE PLAN
1992 DIRECTOR STOCK INCENTIVE PLAN
1989 INCENTIVE STOCK COMPENSATION PLAN
1985 NON-QUALIFIED STOCK OPTION PLAN
1985 INCENTIVE STOCK OPTION PLAN
2,500,000 Shares of Common Stock
This Prospectus relates to shares of Common Stock, par value
$.00l per share ("Common Stock"), of Healthplex, Inc. (the "Company") which
have been issued or may hereafter be issued from time to time pursuant to
stock options and stock grants granted pursuant to the Company's 1992 Stock
Incentive Plan (the "1992 Incentive Plan"), 1992 Director Stock Incentive
Plan (the "Director Plan"), 1989 Incentive Stock Compensation Plan (the
"1989 Compensation Plan"), 1985 Nonqualified Stock Option Plan (the "1985
Non-Qualified Plan") and 1985 Incentive Stock Option Plan (the "1985
Incentive Plan" and collectively with the 1992 Incentive Plan, the Director
Plan, the 1989 Compensation Plan and the 1985 Non-Qualified Plan, the
"Plans").
The Common Stock may be offered from time to time for the account
of certain persons (collectively, the "Selling Stockholders") identified in
this Prospectus, or in any supplement hereto, under the caption "Selling
Stockholders." The Company will receive no proceeds from the offering.
Certain unnamed non-affiliates of the Company who hold less than
1,000 shares of Common Stock issued under the Plans may use this Prospectus
for reoffers and resales.
The shares of Common Stock are traded on the National Association
of Securities Dealers ("NASD") Automated Quotation System (symbol: HPLX).
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FOR A DISCUSSION OF CERTAIN FACTORS IN CONNECTION
WITH AN INVESTMENT IN THE COMMON STOCK,
SEE "CERTAIN FACTORS."
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED
BY THE SECURITIES AND EXCHANGE COMMISSION NOR
HAS THE COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE.
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No person has been authorized to give any information or to make
any representations, other than those contained in this Prospectus, in
connection with the offer contained herein and, if given or made, such
other information or representations not contained or referred to herein
must not be relied upon as having been authorized. This Prospectus does
not constitute an offer to sell, or a solicitation of an offer to buy, the
securities offered hereby in any state or to any person to whom it is
unlawful to make such an offer or solicitation. Neither the delivery of
this Prospectus nor any sales hereunder shall under any circumstances
create any implication that there has been no change in the affairs of the
Company since the date hereof.
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The date of this Prospectus is January 4, 1993,
as supplemented on April 19, 1996.
<PAGE>
AVAILABLE INFORMATION
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 Securities and Exchange Commission (the "Commission"). Such
reports, proxy statements and other information concerning the Company can
be inspected and copied at the Public Reference Room of the Commission,
Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549 and at the
Commission's regional offices located at 75 Park Place, Room 1228, New
York, New York 10007 and at 500 West Madison Street, Chicago, Illinois
60621. Copies of such material can also be obtained at prescribed rates
from the Public Reference Section of the Commission, Washington, DC 20549.
The Company has filed with the Commission a Registration
Statement on Form S-8 (the "Registration Statement") under the Securities
Act of 1933, as amended (the "Act"), with respect to the shares of Common
Stock offered hereby. This Prospectus, which constitutes part of the
Registration Statement, does not contain all of the information set forth
in the Registration Statement. For further information with respect to the
Company and the Common Stock, reference is made to the Registration
Statement and to the exhibits incorporated therein by reference or filed as
a part thereof. Statements made herein concerning the contents of any
contract, agreement or other document filed as an exhibit or incorporated
by reference are not necessarily complete, and in each instance, reference
is made to the copy of such document filed as an exhibit to the
Registration Statement. Each such statement is qualified in its entirety
by such reference.
The Company hereby undertakes to provide without charge to each
person to whom a Prospectus is delivered, upon the written or oral request
of such person, a copy of any or all of the documents incorporated by
reference in this Prospectus (not including exhibits to such information
unless such exhibits are specifically incorporated by reference into the
information that this Prospectus incorporates). Requests for such
documents should be submitted in writing to Dr. Bruce H. Safran, Vice
President and Secretary, Healthplex, Inc., Nassau West Corporate Center I,
60 Charles Lindbergh Boulevard, Uniondale, New York 11553, or by telephone
at (516) 794-3000.
THE COMPANY
Healthplex, Inc. (the "Company" or "Healthplex") is a Delaware
corporation and the successor by merger of Dentshield, Inc., a New York
corporation organized on March 26, 1981. The Company's address is Nassau
West Corporate Center I, 60 Charles Lindbergh Boulevard, Uniondale, New
York 11553, and its telephone number there is (516) 794-3000.
The Company renders marketing, claims processing, electronic data
processing, printing and related services to Dentcare Delivery Systems,
Inc. ("Dentcare"), a dental health company, and operates a second plan
through a wholly-owned subsidiary, International Healthcare Services, Inc.
("IHS" and together with Dentcare, the "Dental Plans"). The Company also
provides administrative services to certain unaffiliated dental plans on an
"administrative services only" basis.
CERTAIN FACTORS
GOVERNMENT REGULATION. Prepaid dental plans and fee-for-service
dental plans are subject to statutes, rules and regulations in each state
in which a plan operates. The applicable rules and regulations of New York
and New Jersey provide specific limitations on the dollar amount of
expenditures which the Company may charge its Dental Plans for service and
other fees. The balance of premiums must be remitted to the provider as
capitation fees or fees for specific procedures. The marketing,
management, advertising, legal, accounting and general administrative
expenses charged by the Company to its Dental Plans will be included in the
various expense limitations described above.
In addition to regulation of the Company's business and proposed
operations by statutes regulating prepaid dental plans and fee-for-service
dental plans, the practice of dentistry in the United States is regulated
by state statutes, rules and regulations of state dental boards and
voluntary associations. In New York and New Jersey, respective Boards of
Dental Examiners regulate all dentists licensed to practice dentistry.
Complaints lodged against dentists regarding fitness to practice dentistry
are subject to review by the Board of Dental Examiners. These Boards are
authorized to withdraw a dentist's license if it deems such action to be
appropriate. Guidelines are also established for dentists in connection
with the manner in which they must operate and advertise dental facilities.
Applicable regulations provide that a dentist can be denied the right to
act as a provider of dental services if the dentist fails to meet the
requisite standards pursuant to applicable regulations and rules.
SELLING STOCKHOLDERS
Shares of the Company's Common Stock offered hereby by the
Selling Stockholders will be acquired upon the exercise of stock options
granted by the Company under the Plans or pursuant to the grant of shares
of Common Stock under the 1992 Incentive Plan, the Director Plan, or the
1985 Non-Qualified Plan.
The following table sets forth as of March 15, 1996 the names of
certain stockholders eligible to sell shares of Common Stock under this
Prospectus and the number of shares of Common Stock eligible to be sold
hereunder by each such person:
Number of Number of
Shares Shares Shares
Beneficially Eligible Beneficially
Name of Owned To Be Owner
Selling Prior To Sold After The
Stockholder (1) Offering Hereunder Offering
---------------- ------------- --------- --------------------
Number Percent
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Stephen J. Cuchel (2) 519,918 65,000 454,918 12.46%
Martin Kane (3)(4) 499,400 65,000 434,400 11.89%
Bruce H. Safran (5) 342,200 50,000 292,200 8.03%
Douglas L. King (6) 23,000 15,000 8,000 0.22%
George Kane (3)(7) 477,000 45,000 432,000 11.89%
John Forte (8) 25,000 25,000 -0- 0%
Philip J. Rizzuto (9) 132,818 57,818 75,000 2.05%
(1) During the past three years, Stephen J. Cuchel has been
Chairman of the Board, Co-Chief Executive Officer and a Director of the
Company; Martin Kane has been President, Co-Chief Executive Officer and a
Director of the Company; Bruce H. Safran has been Vice-President, Secretary
and a Director of the Company; Douglas L. King has been a Director of the
Company; and John Forte has been the principal financial and accounting
officer of the Company. Since March 1990, Philip J. Rizzuto has been the
Vice-President of Management Information Systems and a Director of the
Company and, prior thereto, was a Director, Chief Executive Officer,
Secretary and Treasurer of Healthplex Computer Group.
(2) The number of shares beneficially owned prior to the
offering made hereby includes 13,000 shares held jointly with his wife and
10,280 shares held in custody for certain members of Mr. Cuchel's family;
and 65,000 shares which Dr. Cuchel may acquire upon exercise of an
Incentive Stock Option which is exercisable at a price of $1.1979 per
share.
(3) George Kane and Martin Kane are brothers. Each disclaims
any voting or investment power over the shares of Common Stock owned by the
other.
(4) The number of shares beneficially owned prior to the
offering made hereby includes 65,000 shares issuable upon exercise of an
Incentive Stock Option which is exercisable at a price of $1.1979 per
share.
(5) The number of shares beneficially owned prior to the
offering made hereby includes 50,000 shares issuable upon exercise of an
Incentive Stock Option which is exercisable at a price of $1.089 per share.
(6) The number of shares beneficially owned prior to the
offering made hereby includes 6,000 shares held in a trust of which Mr.
King is a one-third beneficiary; 2,000 shares which Mr. King owns directly;
10,000 shares issuable upon exercise of a Non-Qualified Stock Option which
is exercisable at a price of $1.089 per share; and 5,000 shares issuable
upon exercise of a Non-Qualified Stock Option which is exercisable at a
price of $.6015625 per share.
(7) The number of shares beneficially owned prior to the
offering made hereby includes 45,000 shares issuable upon exercise of an
Incentive Stock Option which is exercisable at a price of $1.089 per share.
(8) The number of shares beneficially owned prior to the
offering made hereby includes 25,000 shares issuable upon exercise of an
Incentive Stock Option which is exercisable at a price of $1.089 per share.
(9) The number of shares beneficially owned prior to the
offering made hereby includes 32,818 shares issuable upon exercise of an
Incentive Stock Option exercisable at a price of $.6015625 per share; and
25,000 shares issuable upon exercise of an Incentive Stock Option which is
exercisable at a price of $1.089 per share.
The names of any additional Selling Stockholders offering shares
of Common Stock under this Prospectus and additional supplemental
information may be included in a supplement to this Prospectus.
USE OF PROCEEDS AND PLAN OF DISTRIBUTION
The shares of Common Stock being sold by the Selling Stockholders
may be sold from time to time by such Selling Stockholders or by pledgees,
donees, transferees or other successors in interest. Such sales may be
made in the over-the-counter market or otherwise at prices and at terms
then prevailing or at prices relating to the then current market price, or
in negotiated transactions. The shares may be sold by one or more of the
following: (a) purchases by a broker or dealer as principal and resale by
such broker or dealer for its account pursuant to this Prospectus and (b)
ordinary brokerage transactions and transactions in which the broker
solicits purchases. In effecting sales, brokers or dealers engaged by the
Selling Stockholders may arrange for other brokers or dealers to
participate. Brokers or dealers will receive commissions or discounts from
Selling Stockholders in amounts to be negotiated immediately prior to the
sale. Such brokers or dealers and any other participating broker or dealer
may be determined to be "underwriters" within the meaning of the Act in
connection with such sale. In addition, any securities covered by this
Prospectus which qualify for sale pursuant to Rule 144 under the Act may be
sold under Rule 144 rather than pursuant to this Prospectus.
There is no assurance that any of the Selling Stockholders will
sell any or all of the shares of Common Stock offered hereby.
The Company will pay all expenses incident to the offering and
sale of the Common Stock to the public other than commissions and discounts
of underwriters, dealers or agents. In connection with any sale of the
shares of Common Stock offered hereby, the Company may indemnify any broker
or dealer through or to which such sale is made against certain
liabilities, including liabilities under the Act.
EXPERTS
The financial statements and the related supplemental schedules
incorporated by reference in this Prospectus and elsewhere in the
Registration Statement have been examined by Libero & Kappel, independent
public accountants, for the periods indicated in their report thereon,
which is included in the Company's Annual Report on Form 10-KSB for the
year ended December 31, 1995. The financial statements and related
supplemental schedules audited by Libero & Kappel have been incorporated
herein by reference in reliance upon such report of Libero & Kappel, given
upon their authority as experts in auditing and accounting.
VALIDITY OF ISSUANCE
The validity of the issuance of the shares of Common Stock
offered hereby has been passed upon for the Company by Boyle, Vogeler &
Haimes, New York, New York.
INCORPORATION OF DOCUMENTS BY REFERENCE
Incorporated herein by reference are (i) the Company's latest
annual report on Form 10-KSB filed pursuant to Section 13 (a) or 15 (d) of
the Exchange Act, (ii) all other reports filed pursuant to Section 13 (a)
or 15 (d) of the Exchange Act since the end of the fiscal year covered by
the annual report referred to in (i) above, and (iii) the description of
the Common Stock appearing in the Company's Registration Statement on Form
8-A dated February 13, 1986, as filed with the Commission under the
Exchange Act, including any amendment or report filed for the purpose of
updating such description.
All documents filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15 (d) of the Exchange Act prior to the termination of the
offering made hereby shall be deemed to be incorporated by reference in
this Prospectus and to be a part hereof from the date of filing of such
documents. Any statement contained in a document incorporated or deemed to
be incorporated 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 incorporated or
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 part of this
Prospectus.
DISCLOSURE OF COMMISSION POSITION ON
INDEMNIFICATION FOR SECURITIES ACT LIABILITIES
The Company indemnifies officers and directors in connection with
actions, suits or proceedings brought against them by a third party or in
the right of the Company, by reason of the fact that they were or are such
directors or officers, against expenses incurred in any such action, suit
or proceeding.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers or persons
controlling the Company pursuant to the foregoing provisions, the Company
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.
