<PAGE> 1
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------
US SERVIS, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
------------------------
<TABLE>
<S> <C>
DELAWARE 22-2467332
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
</TABLE>
------------------------
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. / /
CALCULATION OF REGISTRATION FEE
<TABLE>
<S> <C> <C> <C> <C>
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PROPOSED MAXIMUM
PROPOSED MAXIMUM AGGREGATE AMOUNT OF
TITLE OF EACH CLASS OF SECURITIES AMOUNT TO BE OFFERING PRICE OFFERING REGISTRATION
TO BE REGISTERED REGISTERED PER UNIT* PRICE* FEE*
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Common Stock, $.01 Par Value............ 552,272 shares $3.9375 $2,174,571 $750.23
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</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.
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<PAGE> 2
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> 3
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.
SUBJECT TO COMPLETION, DATED
OCTOBER 27, 1995
PROSPECTUS
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
brokerdealer 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 OCTOBER 27, 1995.
<PAGE> 4
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.
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 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.
2
<PAGE> 5
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 OWNED
SHARES HELD OFFERED FOR AFTER OFFERING
PRIOR TO STOCKHOLDER'S -------------------
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 *
Daniel M. Frank................................ 102 10 92 *
Daniel M. Frank & Debra Vanorsdale Frank....... 180 18 162 *
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 *
</TABLE>
3
<PAGE> 6
<TABLE>
<CAPTION>
SHARES TO BE SHARES OWNED
SHARES HELD OFFERED FOR AFTER OFFERING
PRIOR TO STOCKHOLDER'S -------------------
NAME OFFERING ACCOUNT(1) NO. %
- ----------------------------------------------- ----------- ------------- --------- -----
<S> <C> <C> <C> <C>
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. Reuschlein........ 81 81 0 *
Earl Reuschlein................................ 81 81 0 *
Mr. & Mrs. Douglas Scott....................... 271 27 244 *
Daniel A. Skolnik.............................. 24 24 0 *
The Software Resources Publications, Inc....... 430 43 387 *
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 P. Hicks
IRA.......................................... 68 68 0 *
Thomas R. Virgilio and Donna Daniels........... 451 45 406 *
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 Partnership.......... 68,591 6,861 61,730 1%
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 *
</TABLE>
4
<PAGE> 7
<TABLE>
<CAPTION>
SHARES TO BE SHARES OWNED
SHARES HELD OFFERED FOR AFTER OFFERING
PRIOR TO STOCKHOLDER'S -------------------
NAME OFFERING ACCOUNT(1) NO. %
- ----------------------------------------------- ----------- ------------- --------- -----
<S> <C> <C> <C> <C>
Christopher J. Quinn........................... 20 20 0 *
Kevin S. Bregartner............................ 44 44 0 *
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
========= ========== ======== =====
</TABLE>
- ---------------
* Less than one (1%) percent.
(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.
5
<PAGE> 8
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.
6
<PAGE> 9
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 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.
The Company has not filed its Form 10-Q for the fiscal quarter ended
September 30, 1995, but expects to report a second quarter loss substantially
equal to the first quarter loss reported in the Form 10-Q for the fiscal quarter
ended June 30, 1995.
7
<PAGE> 10
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- ------------------------------------------------------
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
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Available Information................. 2
Information Incorporated by
Reference........................... 2
The Company........................... 3
Use of Proceeds....................... 3
Selling Stockholders.................. 3
Plan of Distribution.................. 6
Legal Matters......................... 6
Experts............................... 6
Material Changes...................... 6
</TABLE>
- ------------------------------------------------------
- ------------------------------------------------------
- ------------------------------------------------------
- ------------------------------------------------------
552,272 SHARES
US SERVIS, INC.
(F/K/A MICRO HEALTHSYSTEMS, INC.)
COMMON STOCK
-----------------
PROSPECTUS
-----------------
OCTOBER 27, 1995
- ------------------------------------------------------
- ------------------------------------------------------
<PAGE> 11
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>
Registration Fee......................................................... $ 750.23
Legal Fees, Accounting Fees and Expenses................................. $10,000.00
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> 12
ITEM 16. EXHIBITS, FINANCIAL STATEMENT SCHEDULE
<TABLE>
<CAPTION>
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 -- Reference is made to the signature page, which contains
such power of attorney
</TABLE>
- ---------------
* Incorporated by reference from the Form S-18 Registration Statement of Micro
Healthsystems, Inc. dated June 20, 1986.
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> 13
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 27th day of October
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. Each person whose signature appears below does hereby make,
constitute and appoint Graham O. King and Michael B. Loscalzo and each of them,
his true and lawful attorneys or attorney and agents or agent with full power
and authority on his behalf to execute and file with the Securities and Exchange
Commission any amendment or amendments, including post-effective amendments, to
this Registration Statement, and he does hereby ratify and confirm all that his
said attorneys or attorney and agents or agent may do or cause to be done by
virtue hereof.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ------------------------------------------ -------------------------------- -----------------
<S> <C> <C>
/s/ GRAHAM O. KING Chairman of the Board, Chief October 27, 1995
- ------------------------------------------ Executive Officer and Director
Graham O. King
/s/ S.M. CARAVETTA Director October 27, 1995
- ------------------------------------------
S.M. Caravetta
President and Director October 27, 1995
- ------------------------------------------
James A. Pesce
/s/ MICHAEL B. LOSCALZO Vice President of Finance, October 27, 1995
- ------------------------------------------ Secretary and Treasurer
Michael B. Loscalzo
/s/ STANFORD J. GOLDBLATT Director October 27, 1995
- ------------------------------------------
Stanford J. Goldblatt
Director October 27, 1995
- ------------------------------------------
James E. Cowie
/s/ ROBERT E. KING Director October 27, 1995
- ------------------------------------------
Robert E. King
/s/ ROBERT C. BOWERS Director October 27, 1995
- ------------------------------------------
Robert C. Bowers
/s/ FREDERICK R. BLUME Director October 27, 1995
- ------------------------------------------
Frederick R. Blume
</TABLE>
II-3
<PAGE> 1
EXHIBIT 5.1
[LETTERHEAD HOPKINS & SUTTER]
October 27, 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
US SerVis, Inc.
October 27, 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
October 26, 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
October 26, 1995
E-4
