<PAGE> 1
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 1 to
Form S-3
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
US SERVIS, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 22-2467332
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
414 EAGLE ROCK AVENUE
WEST ORANGE, NJ 07052
(201) 731-9252
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
GRAHAM O. KING
CHIEF EXECUTIVE OFFICER
414 EAGLE ROCK AVENUE
WEST ORANGE, NJ 07052
(201) 731-9252
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
with a copy to:
STANFORD J. GOLDBLATT
HOPKINS & SUTTER
THREE FIRST NATIONAL PLAZA
CHICAGO, ILLINOIS 60602
(312) 558-6600
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time to
time after this Registration Statement becomes effective.
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, please 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 for 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. / /
<PAGE> 2
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
================================================================================================================
Title of each class Proposed maximum Proposed maximum
of securities to be Amount to be offering price per aggregate offering Amount of
registered registered unit* price* registration fee*
- ----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock,
$.01 Par Value 552,272 shares $3.9375 $2,174,571 $750.23
================================================================================================================
</TABLE>
* Estimated solely for the purpose of calculating the registration fee
on the basis of the average of the high and low prices for the shares
of Common Stock of the Company on October 26, 1995, as reported by the
National Association of Securities Dealers Automated Quotation System.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE
OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
================================================================================
<PAGE> 3
US SERVIS, INC.
CROSS REFERENCE SHEET SHOWING LOCATION IN PROSPECTUS OF INFORMATION
REQUIRED BY ITEMS OF FORM S-3
<TABLE>
<CAPTION>
FORM S-3
ITEM NO. AND CAPTION LOCATION IN PROSPECTUS
-------------------- ----------------------
<S> <C> <C>
1. Forepart of the Registration Statement
and Outside Front Cover Page of
Prospectus . . . . . . . . . . . . . . . Front Cover Page
2. Inside Front and Outside Back Cover
Pages of Prospectus . . . . . . . . . . Inside Front Cover Page
3. Summary of Information, Risk Factors
and Ratio of Earnings to Fixed
Charges . . . . . . . . . . . . . . . . The Company
4. Use of Proceeds . . . . . . . . . . . . . Not Applicable
5. Determination of Offering Price . . . . . Not Applicable
6. Dilution . . . . . . . . . . . . . . . . . Not Applicable
7. Selling Security Holders . . . . . . . . . Selling Stockholders
8. Plan of Distribution . . . . . . . . . . Plan of Distribution
9. Description of Securities to be
Registered . . . . . . . . . . . . . . . Information Incorporated by Reference
10. Interests of Named Experts and
Counsel . . . . . . . . . . . . . . . . Legal Matters
11. Material Changes . . . . . . . . . . . . . Material Changes
12. Incorporation of Certain Information by
Reference . . . . . . . . . . . . . . . Information Incorporated by Reference
13. Disclosure of Commission Position on
Indemnification for Securities
Act Liabilities . . . . . . . . . . . . Indemnification of Directors and Officers
</TABLE>
<PAGE> 4
SUBJECT TO COMPLETION, DATED
NOVEMBER 14, 1995
P R O S P E C T U S
552,272 SHARES
US SERVIS, INC.
(f/k/a MICRO HEALTHSYSTEMS, INC.)
COMMON STOCK
________________________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR
HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
SECURITIES COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE.
________________________
This Prospectus relates to up to 552,272 shares (the "Shares") of
Common Stock, par value $.01 (the "Common Stock") of US Servis, Inc. (f/k/a
MICRO Healthsystems, Inc.) (the "Company"), which may be offered from time to
time by certain stockholders of the Company named herein (the "Selling
Stockholders"). See "Selling Stockholders." The Company will receive no part
of the proceeds from this offering.
________________________
The Common Stock of the Company is traded on the over-the-counter
market. On October 26, 1995, the closing sales quotation of the Company's
Common Stock, as reported on the National Association of Securities Dealers
Automated Quotations (NASDAQ) National Market System was $3.9375 (NASDAQ
Symbol: MCHS).
The Shares may be offered by the Selling Stockholders from time to
time in open-market transactions (which may include block transactions),
through the writing of options on the over-the-counter market, or in private
transactions at prices relating to prevailing market prices or at negotiated
prices. The Selling Stockholders may effect such transactions by selling
Shares to or through broker-dealers, and such broker-dealers may receive
compensation in the form of discounts, concessions or commissions from the
Selling Stockholders and/or the purchasers of Shares for whom such
broker-dealers may act as agent or to whom they sell as principal or both
(which compensation as to a particular broker-dealer might be in excess of
customary commissions). The Selling Stockholders and any broker-dealer acting
in connection with the sale of the Shares offered hereby may be deemed to be
"underwriters" within the meaning of the Securities Act of 1933, as amended
(the "Act"), in which event any discounts, concessions or commissions received
by them, which are not expected to exceed those customary in the types of
transactions involved, or any profit on resales of the Shares by them may be
deemed to be underwriting commissions or discounts under the Act. See "Selling
Stockholders."
All expenses of registration incurred in connection with this offering
are being borne by the Company, but all selling and other expenses incurred by
the Selling Stockholders will be borne by such Selling Stockholder.
THE DATE OF THIS PROSPECTUS IS NOVEMBER 14, 1995.
<PAGE> 5
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 filed by the Company with the Commission
can be inspected and copied at the public reference facilities maintained by
the Commission at Room 1024, Judiciary Plaza, 450 Fifth Street, N.W.,
Washington, D.C. 20549, and at the Commission's Regional Offices located at 7
World Trade Center, New York, New York 10048, and Suite 1400, Northwestern
Atrium Center, 500 West Madison Street, Chicago, Illinois 60661. Copies of
such material can be obtained upon written request at prescribed rates from the
Public Reference Section of the Commission at Judiciary Plaza, 450 Fifth
Street, N.W., Washington, D.C. 20549. Shares of Common Stock are listed and
quoted on the NASDAQ National Market System and copies of certain of the
Company's reports, proxy and information statements and other information
concerning the Company may be available at the offices of the National
Association of Securities Dealers, Inc. at 1735 K Street, N.W., Washington,
D.C. 20006.
The Company has filed with the Commission a registration statement on
Form S-3 (herein, together with all amendments and exhibits, referred to as the
"Registration Statement") under the Securities Act of 1933, as amended (the
"Securities Act"), with respect to the Common Stock offered by this Prospectus.
This Prospectus, which constitutes a part of the Registration Statement, does
not contain all of the information set forth in the Registration Statement,
certain parts of which are omitted in accordance with the rules and regulations
of the Commission. For further information, reference is made to the
Registration Statement. Statements made in this Prospectus as to the contents
of any contract, agreement or other document referred to is not necessarily
complete. With respect to each such contract, agreement or other document
filed or incorporated by reference as an exhibit to the Registration Statement,
reference is made to the exhibit for a complete description of the matter
involved, and each such statement shall be deemed qualified in its entirety by
such reference. Such Registration Statement and the exhibits thereto can be
inspected and copied at the Public Reference Room of the Commission, Room 1024,
Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549.
INFORMATION INCORPORATED BY REFERENCE
The following documents filed by the Company with the Commission
pursuant to the Exchange Act are incorporated by reference:
(i) The Company's Annual Report on Form 10-K for the year
ended March 31, 1995.
(ii) Amendment No. 1 to the Company's Annual Report on
Form 10-K/A.
(iii) The Company's Quarterly Report on Form 10-Q for the
quarter ended June 30, 1995.
(iv) The Company's Proxy Statement for the 1995 Annual Meeting
of Stockholders held on October 10, 1995.
(v) The Company's Quarterly Report on Form 10-Q for the
quarter ended September 30, 1995.
The description of the Company's Common Stock is set forth in the
final prospectus contained in the Company's Form S-18 Registration Statement
which became effective October 1, 1986, which Registration Statement is also
incorporated by reference. All documents filed by the Company with the
Commission pursuant to sections 13(a), 13(c), 14 and 15(d) of the Exchange Act
subsequent to the filing of the Registration Statement of which this Prospectus
is a part and prior to the termination of the offering made hereby are also
incorporated herein by reference. 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 incorporated or deemed to be
2
<PAGE> 6
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.
The Company will provide, without charge, to each person to whom a
copy of this Prospectus is delivered, upon the written or oral request of any
such person, a copy of any or all of the information incorporated herein by
reference (other than exhibits thereto, unless such exhibits are specifically
incorporated by reference into the information that this Prospectus
incorporates). Written requests should be directed to Michael B. Loscalzo, c/o
US Servis, Inc., 414 Eagle Rock Avenue, West Orange, New Jersey 07052. The
Company's telephone number is (201) 731-9252.
THE COMPANY
The Company provides business management services and information
systems to two principal markets: physicians and physician delivery systems,
and the ambulatory departments/centers of hospitals.
The Company provides a portfolio of business management services to:
hospital outpatient departments; free standing ambulatory care centers;
hospital based physicians; multi-specialty and sub-specialty group practices;
independent solo practitioners; and emerging physician delivery systems,
including those affiliated with or owned by hospitals. The Company's portfolio
of business management services includes billing and accounts receivable
management and consulting services in critical areas such as practice
evaluation, practice performance monitoring and the formation of at-risk
networks.
The executive offices of the Company are located at 414 Eagle Rock
Avenue, West Orange, New Jersey 07052. The telephone number is (201) 731-9252.
USE OF PROCEEDS
The Company will not receive any proceeds from the sale of the Shares
offered hereby. The proceeds from the sale of such Shares will be received by
the various Selling Stockholders. The Company and the Selling Stockholders are
obligated to indemnify each other against certain liabilities arising under the
Securities Act.
SELLING STOCKHOLDERS
The following table sets forth the name of each Selling Stockholder,
the nature of his or her position, office, or material relationship with the
Company (other than employee), if any, the number of shares of Common Stock
owned by each Selling Stockholder prior to the offering, and the number of
shares and the percentage (if one percent or more) of the class to be owned by
such Selling Stockholder after the offering assuming the sale of all of the
shares covered hereby.
<TABLE>
<CAPTION>
SHARES TO BE
SHARES HELD OFFERED FOR
PRIOR TO STOCKHOLDER'S SHARES OWNED AFTER OFFERING
NAME OFFERING ACCOUNT(1) NO. %
-------------------------- ---------- ------------- ----------- -------------
<S> <C> <C> <C> <C>
BMP Partners 1,387 139 1,248 *
Steven J. Borst 6,310 631 5,679 *
J.H.J. Brown 135 13 122 *
John J. Colletti 812 81 731 *
Inger L. Couture 42 4 38 *
Sarah L. Flanagan 902 90 812 *
</TABLE>
3
<PAGE> 7
<TABLE>
<CAPTION>
SHARES TO BE
SHARES HELD OFFERED FOR
PRIOR TO STOCKHOLDER'S SHARES OWNED AFTER OFFERING
NAME OFFERING ACCOUNT(1) NO. %
<S> <C> <C> <C> <C>
---------------------------- ----------- ------------- ------------ -------------
Daniel M. Frank 102 10 92 *
Daniel M. Frank & Debra 180 18 162 *
Vanorsdale Frank
Jean Fugate 597 60 537 *
David K. Gochberg 1,517 140 1,377 *
Howard Gochberg 1,595 160 1,435 *
Joel Gochberg 12,192 1,243 10,949 *
Jeffrey & Hedva Goldberg 22 22 0 *
Richard J. and Joan T. Goldberg 451 45 406 *
Carol Greco 1,371 137 1,234 *
RK Dieter Haussmann 28 28 0 *
Joseph P. Hildebrandt 19,034 1,903 17,131 *
Infirmary Health Systems, Inc. 8,116 812 7,304 *
Kelly T. Jensen 741 74 667 *
Louise Josephson-Jansa 225 22 203 *
Kyle Lambert 316 32 284 *
Richard D. Lindgren 1,420 142 1,278 *
William Littman 1,387 139 1,248 *
Glenn A. Lockwood 809 81 728 *
Larry Mialik 4,058 406 3,652 *
James R. Mogen 54 54 0 *
Jeffrey H. Newman 113 11 102 *
David C. Odell 347 35 312 *
Patrick O'Laughlin 434 43 391 *
P. Syamasundar Rao 1,885 188 1,697 *
Clifford J. and Elizabeth G. 81 81 0 *
Reuschlein
Earl Reuschlein 81 81 0 *
Mr. & Mrs. Douglas Scott 271 27 244 *
Daniel A. Skolnik 24 24 0 *
</TABLE>
4
<PAGE> 8
<TABLE>
<CAPTION>
SHARES TO BE
SHARES HELD OFFERED FOR
PRIOR TO STOCKHOLDER'S SHARES OWNED AFTER OFFERING
NAME OFFERING ACCOUNT(1) NO. %
<S> <C> <C> <C> <C>
----------------------------- ---------- ------------- ------------ -------------
The Software Resources 430 43 387 *
Publications, Inc.
Jonathan A. Gochberg 568 45 523 *
E. Thomas Spengler 45 45 0 *
Michael F. Stieghorst 34 34 0 *
James R. Thiel 812 81 731 *
Thomas G. Travers 113 11 102 *
Mr. & Mrs. George Turnbull 2,255 226 2,029 *
Norman and Dorothy Utlaut 225 22 203 *
Valley Trust Company f/b/o George 68 68 0 *
P. Hicks IRA
Thomas R. Virgilio and Donna 451 45 406 *
Daniels
Thomas R. Virgilio 90 9 81 *
Thomas D. Vonfeldt 16,219 1,622 14,597 *
Thomas D. and Betty J. Vonfeldt 2,255 226 2,029 *
Raymond R. Walton, Jr. 391 39 352 *
Bruce E. Wencel 316 32 284 *
Barry J. Wiegan 739 73 666 *
Wisconsin for Research 2,255 226 2,029 *
American Healthcare Fund L.P. 345,812 26,607 319,205 5.1%
Morgan Holland Fund II, L.P.(2) 293,607 22,549 271,058 4.3%
The Cerulean Fund Limited 68,591 6,861 61,730 1%
Partnership
Carreen E. Sullivan 559 559 0 *
Harry Rosenstein 337 337 0 *
Jude Suszko 119 119 0 *
Jeanne A. Gilreath 222 222 0 *
Kerry R. Del Corso 89 89 0 *
Christopher J. Quinn 20 20 0 *
Kevin S. Bregartner 44 44 0 *
</TABLE>
5
<PAGE> 9
<TABLE>
<CAPTION>
SHARES TO BE
SHARES HELD OFFERED FOR
PRIOR TO STOCKHOLDER'S SHARES OWNED AFTER OFFERING
NAME OFFERING ACCOUNT(1) NO. %
-------------------------- ----------- ------------- ------------ --------------
<S> <C> <C> <C> <C>
Samuel A. Mascialino 22 22 0 *
Peter Doeringer 15 15 0 *
Elaine L. Lemke 3 3 0 *
Patricia Barry 2 2 0 *
David K. Vanco(3) 500,000 185,000 315,000 5.0%
Graham O. King(4) 300,000 300,000 0 *
Total 1,603,747 552,272 1,051,475
*Less than one (1%) percent.
</TABLE>
__________________________________
(1) All of the Selling Stockholders, with the exception of David
K. Vanco and Graham O. King, received their shares in
connection with either the acquisition by the Company of the
assets of ACT/PC, a privately-held developer of bedside
clinical information systems or AIS Corporation, a provider of
turnkey physician practice management systems. The
consideration for the acquisition of ACT/PC, which closed on
August 31, 1993, consisted of 806,253 shares of Common Stock;
740,413 shares of which were offered under a Form S-3 filed
with the Commission on November 18, 1993, with 65,840 shares
held in escrow and now being offered herein. The
consideration associated with the acquisition of AIS
Corporation consisted of 329,989 shares of Common Stock;
327,557 of which were offered under a Form S-3 filed with the
Commission on April 25, 1994.
(2) Does not include shares of Common Stock issuable upon
conversion of shares of Series A Convertible Preferred Stock
of the Company or upon exercise of warrants to purchase shares
of Common Stock of the Company issued pursuant to the Purchase
Agreement described in "Material Changes," below.
(3) Mr. Vanco is President and Chief Operating Officer of
Management Data Service, Inc., a wholly-owned subsidiary of
the Company. The shares being offered by Mr. Vanco were
received by him pursuant to an amendment to the Agreement and
Plan of Merger between the Company and Management Data
Service, Inc., and certain performance clauses contained
therein.
(4) Mr. King is the Chairman and Chief Executive Officer of the
Company. Does not include shares issuable upon exercise of
options to purchase 1,000,000 shares of the Company's Common
Stock. The shares being registered for sale for Mr. King were
acquired by him pursuant to an Employment Agreement between
Mr. King and the Company. A complete description of the
Employment Agreement is included in the Proxy Statement for
the annual meeting of stockholders of the Company held on
October 10, 1995 (the "Proxy Statement"), and is incorporated
herein by reference.
6
<PAGE> 10
PLAN OF DISTRIBUTION
The shares of Common Stock offered hereby may be sold from time to
time by the Selling Stockholders on the NASDAQ National Market System or in the
over-the-counter market, or otherwise at prices and at terms then prevailing or
at prices related to the then current market price, or in negotiated
transactions. The shares may be sold by one or more of the following methods:
(a) a block trade in which the broker or dealer so engaged will attempt to sell
the shares as agent but may purchase and resell a portion of the block as
principal to facilitate the transaction; (b) purchases by a broker or dealer as
principal and resale by such broker or dealer for its account pursuant to this
Prospectus; and (c) ordinary brokerage transactions and transactions in which
the broker solicits purchasers. In effecting sales, brokers or dealers engaged
by the Selling Stockholders may arrange for other brokers or dealers to
participate. Brokers or dealers may receive commissions or discounts from the
Selling Stockholders or the purchasers of the Common Stock. Such 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. In addition, any securities covered by this Prospectus which qualify
for sale pursuant to Rule 144 may be sold under Rule 144 rather than pursuant
to the Prospectus.
There is no assurance that the Selling Stockholders will sell any or
all of the Common Stock offered pursuant to this Prospectus.
LEGAL MATTERS
The legality of the shares of Common Stock offered hereby has been
passed upon for the Company by Hopkins & Sutter, Three First National Plaza,
Chicago, Illinois, 60602, counsel to the Company. Stanford J. Goldblatt, a
partner at Hopkins & Sutter, is a director of the Company. Hopkins & Sutter
acts as regular counsel to the Company and has received and will continue to
receive legal fees from the Company for legal services provided to the Company.
EXPERTS
The Company's consolidated financial statements and the related
supplemental schedules, except as they relate to Applied Computer Technology
for Patient Care, Inc., incorporated herein by reference to MICRO
Healthsystems, Inc.'s report on Form 10-K dated June 26, 1995, have been
audited by Wiss & Company LLP, independent accountants, and, insofar as they
relate to Applied Computer Technology for Patient Care, Inc. by Ernst & Young
LLP, independent accountants, as stated in their reports incorporated herein by
reference to MICRO Healthsystems, Inc.'s report on Form 10-K dated June 26,
1995. Such financial statements have been included herein in reliance upon
such reports given upon the authority of these firms as experts in accounting
and auditing.
MATERIAL CHANGES
At a board meeting held on September 28, 1995, the New York City
Health and Hospitals Corporation selected the Company as its third party
administrator for the MetroPlus Health Plan ("MetroPlus"). MetroPlus provides
managed care services to over 76,000 members. A contract for the provision of
services to MetroPlus has not yet been finalized.
On October 11, 1995, the Company filed with the Delaware Secretary of
State an amended and restated certificate of incorporation that changed the
name of the Company to "US Servis, Inc.", increased the authorized shares of
Common Stock from 10,000,000 to 30,000,000 shares, and authorized a class of
10,000,000 shares of "blank check" preferred stock of the Company. A complete
description of the amended and restated certificate of incorporation is
included in the Proxy Statement and is incorporated herein by reference.
On October 11, 1995, the Company filed a Certificate of Designation
creating a class of 1,500,000 shares of "Series A Convertible Preferred Stock"
of the Company. A complete description of the Series A Convertible Preferred
Stock is included in the Proxy Statement, and is incorporated herein by
reference.
On October 12, 1995, pursuant to the terms of a certain Series A
Convertible Preferred Stock and Warrant Purchase Agreement (the "Purchase
Agreement"), and for aggregate consideration of $6,000,000, the Company issued
1,500,000 shares of Series A Convertible Preferred Stock, warrants to purchase
390,000 shares of the
7
<PAGE> 11
Company's Common Stock at an exercise price of $0.10 per share, and warrants to
purchase 198,000 shares of the Company's Common Stock at $3.50 per share to the
purchasers named in the Purchase Agreement. A complete description of the
Purchase Agreement, the Series A Convertible Preferred Stock and the Warrants
is included in the Proxy Statement, and is incorporated herein by reference.
8
<PAGE> 12
=====================================================
NO DEALER, SALES REPRESENTATIVE OR ANY
OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS IN
CONNECTION WITH THIS OFFERING OTHER THAN THOSE
CONTAINED IN THIS PROSPECTUS, AND, IF GIVEN OR MADE,
SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE
RELIED UPON AS HAVING BEEN AUTHORIZED BY THE
COMPANY, THE SELLING SHAREHOLDER OR ANY UNDERWRITER.
THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO
SELL, OR A SOLICITATION OF AN OFFER TO BUY ANY
SECURITIES OTHER THAN THE REGISTERED SECURITIES TO
WHICH IT RELATES OR AN OFFER TO, OR A SOLICITATION
OF, ANY PERSON IN ANY JURISDICTION WHERE SUCH AN
OFFER OR SOLICITATION WOULD BE UNLAWFUL. NEITHER
THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE
HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY
IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE
AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF OR THAT
THE INFORMATION CONTAINED HEREIN IS CORRECT AS OF
ANY TIME SUBSEQUENT TO THE DATE HEREOF.
_______________
TABLE OF CONTENTS
PAGE
----
Available Information . . . . . . . . . . . . . 2
Information Incorporated by Reference . . . . . 2
The Company . . . . . . . . . . . . . . . . . . 3
Use of Proceeds . . . . . . . . . . . . . . . . . 3
Selling Stockholders . . . . . . . . . . . . . . 3
Plan of Distribution . . . . . . . . . . . . . . 7
Legal Matters . . . . . . . . . . . . . . . . . 7
Experts . . . . . . . . . . . . . . . . . . . . 7
Material Changes . . . . . . . . . . . . . . . . 7
=====================================================
552,272 SHARES
US SERVIS, INC.
(F/K/A MICRO HEALTHSYSTEMS, INC.)
COMMON STOCK
--------------
PROSPECTUS
--------------
November 14, 1995
==================================
9
<PAGE> 13
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
The following table sets forth the costs and expenses, other than
underwriting discounts and commissions, payable by the Registrant in connection
with the sale of Common Stock being registered hereby (all amounts are
estimated, except the registration fee):
<TABLE>
<S> <C> <C>
Registration Fee . . . . . . . . . . . . $ 750.23
Legal Fees, Accounting . . . . . . . . . . . . $10,000.00
Fees and Expenses
Miscellaneous Fees . . . . . . . . . . . . $ 400.00
----------
Total . . . . . . . . . $11,150.23
</TABLE>
Item 15. Indemnification of Directors and Officers
Subsection (a) of Section 145 of the General Corporation Law of
Delaware empowers a corporation to indemnify any person who was or is a party
or is threatened to be made a party to any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the corporation) by
reason of the fact that he is or was a director, officer, employee or agent of
the corporation or was serving at the request of the corporation as a director,
officer, employee or agent of another corporation or enterprise, against
expenses (including attorney's fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by him in connection with such
action, suit or proceeding if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, has no
cause to believe his conduct was unlawful.
Section (b) of Section 145 empowers a corporation to indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action or suit by or in the right of the
corporation to procure a judgment in its favor by reason of the fact that such
person acted in any of the capacities set forth above, against expenses
(including attorneys' fees) actually and reasonably incurred by him in
connection with the defense or settlement of such action or suit if he acted in
accordance with the standards set forth above, except that no indemnification
may be made in respect to any claim, issue or matter as to which such person
shall have been adjudged to be liable for negligence or misconduct in the
performance of his duty to the corporation unless and only to the extent that
the Court of Chancery or the court in which such action or suit was brought
shall determine that despite the adjudication of liability such person is
fairly and reasonably entitled to indemnity for such expenses which the court
shall deem proper.
Section 145 further provides that to the extent a director or officer
of the corporation has been successful in the defense of any action, suit or
proceeding referred to in subsections (a) and (b) or in the defense of any
claim, issue or matter therein, he shall be indemnified against expenses
(including attorney's fees) actually and reasonably incurred by him in
connection therewith, and that indemnification provided for by Section 145
shall not be deemed exclusive of any other rights to which the indemnified
party may be entitled. It empowers the corporation to purchase and maintain
insurance on behalf of a director or officer of the corporation against any
liability asserted against him or incurred by him in any such capacity or
arising out of his status as such whether or not the corporation would have the
power to indemnify him against such liabilities under Section 145.
The Certificate of Incorporation of the Registrant empowers the
Registrant, to the extent and under the circumstances permitted by Section 145,
to indemnify all persons whom it may indemnify pursuant thereto.
The by-laws of the Company provide that any person who is made a party
to any action, suit or proceeding by reason of the fact that he, his testator
or intestate representative is or was an officer, director or employee of the
Company, or any corporation in which he served as such at the request of the
Company, shall be indemnified by the Company to the full extent permitted by
law.
II-1
<PAGE> 14
<TABLE>
<CAPTION>
Item 16. Exhibits, Financial Statement Schedule
--------------------------------------
Exhibits Page
-------- ----
<S> <C> <C>
4.1 Specimen Common Stock Certificate of the Registrant *
5.1 Opinion of Hopkins & Sutter E-1
24.1 Consent of Wiss & Company LLP, independent public accountants E-3
24.2 Consent of Ernst & Young LLP, independent public accountants E-4
25 Power of Attorney **
- --------------------
</TABLE>
* Incorporated by reference from the Form S-18 Registration Statement of
Micro Healthsystems, Inc. dated June 20, 1986.
** Incorporated by reference from the Form S-3 of the Registrant filed
October 31, 1995.
Item 17. Undertakings
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales
are being made, a post-effective amendment to this Registration Statement 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;
(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.
(b) 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 that is incorporated by reference
in the Registration Statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933, as amended, may be permitted to directors, officers and
controlling persons of the Company pursuant to the foregoing provision or
otherwise, the Company has been advised that in the opinion of the Securities
and Exchange Commission such indemnification against such liabilities 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 Company of expenses incurred or paid by the director,
officer or controlling person of the Company in the successful defense of an
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
Company will, unless in the opinion of its counsel the matter has been settled
by controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication of such an
issue.
II-2
<PAGE> 15
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 West Orange, State of New Jersey, on the 14th day of
November 1995.
US SERVIS, INC.
By: /s/ Graham O. King
-----------------------------------
Graham O. King, CEO
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Graham O. King Chairman of the Board, Chief November 14, 1995
---------------------------------- Executive Officer and Director
Graham O. King
/s/ Graham O. King* Director November 14, 1995
----------------------------------
S.M. Caravetta
President and Director November 14, 1995
----------------------------------
James A. Pesce
/s/ Graham O. King* Vice President of Finance, November 14, 1995
---------------------------------- Secretary and Treasurer
Michael B. Loscalzo
/s/ Graham O. King* Director November 14, 1995
----------------------------------
Stanford J. Goldblatt
Director November 14, 1995
----------------------------------
James E. Cowie
/s/ Graham O. King* Director November 14, 1995
----------------------------------
Robert E. King
/s/ Graham O. King* Director November 14, 1995
----------------------------------
Robert C. Bowers
/s/ Graham O. King* Director November 14, 1995
----------------------------------
Frederick R. Blume
</TABLE>
* BY POWER OF ATTORNEY GRANTED TO GRAHAM O. KING AND MICHAEL B. LOSCALZO ON
OCTOBER 27, 1995.
II-3
<PAGE> 1
EXHIBIT 5.1
[HOPKINS & SUTTER LETTERHEAD]
November 14, 1995
US Servis, Inc.
414 Eagle Rock Avenue
West Orange, New Jersey 07052
Re: SHARES OF COMMON STOCK OF US SERVIS, INC.
Gentlemen:
We have acted as special counsel to US Servis, Inc., a Delaware
corporation (the "Company"), in connection with the Registration Statement on
Form S-3 being filed by the Company with the Securities and Exchange Commission
(the "Commission") pursuant to the Securities Act of 1933, as amended (the
"1933 Act"), and the sale by certain selling stockholders of the Company (the
"Selling Stockholders") of 552,272 shares (the "Shares") of common stock of the
Company, par value $.01 per share (the "Common Stock"), and are issuing this
opinion in connection therewith.
In issuing this opinion, we have examined and are familiar with
originals or copies, certified or otherwise identified to our satisfaction, of
the Registration Statement (together with the form of preliminary prospectus
forming a part thereof); the Certificate of Incorporation of the Company and
the Bylaws of the Company, each as in effect on the date hereof; certain
resolutions adopted by the Board of Directors of the Company relating to the
preparation and filing of the Registration Statement, the original issuance and
sale of the Shares and certain related matters; a form of specimen certificate
for the Common Stock; certain agreements, certificates of public officials,
certificates of officers or representatives of the Company or others; and such
other documents, certificates and records as we have deemed necessary or
appropriate as a basis for the opinions set forth herein. In such examination,
we have assumed the genuineness of all signatures, the legal capacity of
natural persons, the authenticity of all documents submitted to us as
originals, the conformity to original documents of all documents submitted to
us as certified, conformed or photostatic copies and the authenticity of the
originals of such copies. As to any facts material to the opinions expressed
herein which we have not
E-1
<PAGE> 2
EXHIBIT 5.1
US SerVis, Inc.
November 14, 1995
Page 2
independently established or verified, we have relied upon statements and
representations of officers and other representatives of the Company and
others.
We are admitted to practice law in the State of Illinois, and do not
purport to be experts on, or express any opinion concerning, any law other than
the substantive law of the State of Illinois and the General Corporation Law of
the State of Delaware.
Based upon and subject to the foregoing, we are of the opinion that:
1. The Company is validly existing and in good standing as a
corporation under the laws of the State of Delaware.
2. Assuming the conformity of the certificates representing the
Shares to the form of the specimen certificate for the Common Stock examined by
us and the due execution and delivery of such certificates, the Shares to be
registered for sale by the Selling Stockholders have been duly authorized for
issuance, were validly issued and are fully paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to us under the caption "Legal
Matters" in the prospectus filed as 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 1933 Act or the rules and
regulations of the Commission promulgated thereunder.
This opinion is furnished by us, as counsel to the Company, in
connection with the filing of the Registration Statement and, except as
provided in the immediately preceding paragraph, is not to be used, circulated
or quoted for any other purpose, or otherwise referred to or relied upon by any
other person without our express written permission.
Very truly yours,
/s/ Hopkins & Sutter
HOPKINS & SUTTER
E-2
<PAGE> 1
EXHIBIT 24.1
CONSENT OF INDEPENDENT AUDITORS
We hereby consent to the incorporation by reference, in this
Registration Statement on Form S-3, of our report dated May 19, 1995, relating
to the consolidated financial statements and schedules of US Servis, Inc.
(f/k/a/ Micro Healthsystems, Inc.) and Subsidiaries included in the Annual
Report on Form 10-K of Micro Healthsystems Inc. and Subsidiaries at March 31,
1995 and 1994 and for each of the three years in the period ended March 31,
1995.
/s/ Wiss & Company
WISS & COMPANY, LLP
Livingston, New Jersey
November 14, 1995
E-3
<PAGE> 1
EXHIBIT 24.2
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" in
the Registration Statement (Form S-3) and related Prospectus of US Servis,
Inc., formerly MICRO Healthsystems, Inc. (the Company), for the registration of
552,272 shares of its Common Stock, and to the incorporation by reference
therein of our report dated July 16, 1993, with respect to the financial
statements of Applied Computer Technology for Patient Care, Inc. as of and for
the years ended March 31, 1993 and 1992, included in the Company's Annual
Report (Form 10-K) for the year ended March 31, 1995, filed with the Securities
and Exchange Commission.
/s/ Ernst & Young LLP
ERNST & YOUNG LLP
Madison, Wisconsin
November 14, 1995
E-4
