As filed with the Securities and Exchange Commission on August 1, 1996
Registration No. 333______
SECURITIES AND EXCHANGE COMMISSION
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
NuMED HOME HEALTH CARE, INC.
(Exact name of registrant as specified in its charter)
Nevada 34-1711764
(State or other jurisdiction (I.R.S. Employer
of incorporation) Identification No.)
5770 Roosevelt Boulevard, Suite 700
Clearwater, Florida 34620
(813) 524-3227
(Address, including zip code, and telephone number, including area code,
of Registrant's principal executive offices)
Jugal K. Taneja
Chairman and Chief Executive Officer
5770 Roosevelt Boulevard, Suite 700
Clearwater, Florida 34620
(813) 524-3227
(Name, address, including zip code, and telephone number, including area
code, of agent for service)
Copy to:
Martin A. Traber
Foley & Lardner
100 North Tampa Street, Suite 2700
Tampa, Florida 33601
Approximate date of commencement of proposed sale to the public: As soon
as practicable 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, 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
Proposed Proposed
Title of each maximum maximum Amount of
class of offering aggregate regis-
securities to be Amount to be price per offering tration
registered registered share(1) price(1) fee(1)
Common Stock,
$0.001 par
value 514,280 $2.53125 $1,301,518 $448.80
(1) Calculated pursuant to Rule 457(c) based on the average of the bid
and asked prices reported on July 30, 1996.
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>
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH
THE SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD
NOR MAY OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION
STATEMENT BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN
OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE
ANY SALE OF THESE SECURITIES IN ANY STATE IN WHICH SUCH OFFER,
SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR TO REGISTRATION OR
QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.
SUBJECT TO COMPLETION, DATED AUGUST 1, 1996
Prospectus
514,180 Shares
NuMED Home Health Care, Inc.
Common Stock
NuMED Home Health Care, Inc. (the "Company") is a holding company,
headquartered in Clearwater, Florida, operating eight wholly-owned
subsidiaries providing a broad range of health care related services from
delivering comprehensive health care in the client's home to providing
temporary staffing of nursing personnel in selected markets in Florida,
Ohio and Pennsylvania. Through its wholly-owned subsidiary NuMED
Rehabilitation, Inc. ("NuMED Rehab"), the Company also provides contract
staffing of physical, occupational and speech therapists in selected
markets in Pennsylvania, Illinois, Indiana, Kentucky, Maryland and New
Jersey.
The Common Stock, $.001 par value, being offered hereby will be sold
from time to time by the selling shareholders. The Company will pay
certain of the expenses of this offering; however, the selling
shareholders will bear the cost of all brokerage commissions and discounts
incurred in connection with the sale of the shares to which this
Prospectus relates. The Company will not receive any of the proceeds from
the sale of the shares to which this Prospectus relates.
The Common Stock is quoted on the Nasdaq Small Cap Market under the
symbol "NUMD." On July 29, 1996, the closing bid price of the Common
Stock was $2-3/8.
See "Risk Factors" on pages 1 through 5 for a discussion of certain
factors that should be considered in connection with an investment in the
Common Stock to which this Prospectus relates.
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.
Sales may be made in the over-the-counter market or on one or more
exchanges, or otherwise at prices and at terms then prevailing or at
prices related to the then current market price, or in negotiated
transactions, or to one or more underwriters for resale to the public.
The date of this Prospectus is _______________, 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 and other information with the
Securities and Exchange Commission (the "Commission"). Reports and other
information concerning the Company may be inspected 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 regional
offices of the Commission: New York Office, Seven World Trade Center,
13th Floor, New York, New York 10048 and Chicago Office, Northwestern
Atrium Center, 500 West Madison Street, Suite 1400, Chicago, Illinois
60661. Copies of such material may also be obtained from the public
reference section of the Commission at 450 Fifth Street, N.W., Washington,
D.C. 20549-1004 at prescribed rates.
This Prospectus does not contain all the information set forth in the
Registration Statement and exhibits thereto which the Company has filed
with the Commission under the Securities Act of 1933, as amended, to which
reference is hereby made.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Company with the Commission
pursuant to the Exchange Act are hereby incorporated in this Prospectus by
reference, except as superseded or modified herein:
1. The Company's Annual Report on Form 10-KSB for the fiscal
year ended March 31, 1996.
2. The Company's Annual Report on Form 11-K for the NuMED Home
Health Care, Inc. Employee Stock Purchase Plan for the year
ended March 31, 1996.
3. "Description of Securities" in Amendment No. 1 to the
Company's Registration Statement on Form 8-A (No. 1-12992).
Each document filed by the Company subsequent to the date of this
Prospectus pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange
Act and prior to the termination of this offering shall be deemed to be
incorporated in this Prospectus by reference and to be a part hereof from
the date of the filing of such document. Any statement contained in a
document incorporated by reference shall be deemed to be modified or
superseded for purposes of this Prospectus to the extent that a statement
contained herein or in any subsequently filed incorporated document or in
an accompanying Prospectus supplement 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 written or oral request of any such
person, a copy of any document described above that has been incorporated
in this Prospectus by reference and not delivered with this Prospectus or
any preliminary Prospectus distributed in connection with the offering of
the Common Stock, other than exhibits to such document referred to above
unless such exhibits are specifically incorporated by reference herein.
Requests should be directed to Daniel C. Rose, the Company's General
Counsel, 6505 Rockside Road, Suite 400, Independence, Ohio 44131
(telephone: (216) 447-6066).
RISK FACTORS
Prospective investors should carefully consider the following
information in conjunction with the other information contained in this
Prospectus before purchasing shares of Common Stock in the offering.
Amortization of Intangible Assets. The Company's net income has been
and will continue to be impacted significantly by the non-cash charge of
amortization expense of intangible assets of the Company. These assets
include customer lists, covenants not-to-compete, goodwill, leaseholds and
costs relating to prior acquisitions. The amortization of intangible
assets in the future will decrease net income, if any, of the Company and
may adversely affect the market price of the Common Stock.
Dependence on Medicare and Key Customer; Effect of Reimbursement
Policies. Approximately 25% and 51%, respectively, of the Company's
revenues for the fiscal years ended March 31, 1996 and 1995 were derived
from Medicare reimbursements. The Company believes its dependence on
Medicare will continue and may increase in the future. To the extent
Medicare limits exceed the provider's direct cost for a particular
service, the provider can seek reimbursement for certain indirect costs up
to an aggregate amount equal to the Medicare defined limits for that
service. Management believes its charges for Medicare services are within
Medicare reimbursement limits. There can be no assurance that amounts
paid by Medicare in the future will be adequate to meet the Company's
costs of providing Medicare services. The Company believes that it is in
material compliance with all applicable Medicare regulations. However,
Medicare providers are being subjected to increased scrutiny, and there
can be no assurance that audits conducted on the Company's operations will
indicate material compliance with applicable Medicare regulations. In
addition, in fiscal 1996, the Company recognized approximately 17% of its
revenue from a single customer. The loss of this customer would have a
material adverse effect on the Company's financial condition and results
of operations.
The Company's liquidity is primarily affected by its management and
collection of accounts receivables. The home health care industry is
characterized by longer collection cycles, since most third-party payors
require detailed documentation to support reimbursement claims and review
reimbursement claims prior to payment. The Company is designated to
receive prospective interim payments ("PIP") for its Medicare services
rendered in the State of Florida. PIP allows the Company to collect
estimated payments on a bi-weekly basis for Medicare services, with an
accounting after the quarter to verify the actual amount of Medicare
services rendered. There can be no assurance that the Company will
continue to be eligible to receive prospective interim payments. The
Company has generally received Medicare reimbursement sufficient to cover
substantially all of the costs of its services. The Company believes that
it is in material compliance with all applicable Medicare regulations.
However, the Company's Medicare business is subject to Medicare audits
which may result in denied claims for reimbursement and suspension or
revocation of Medicare certification if such an audit reaches a
determination unfavorable to the Company. If a Medicare audit resulted in
the Company not being reimbursed for a significant amount of services
which it had provided or in the loss of the Company's ability to provide
Medicare services, it would have a material adverse effect on the
Company's business.
Shareholders Unlikely to be Given Opportunity to Review and Approve
Future Acquisitions. The Company intends to pursue acquisitions of
additional health care businesses in the future. Although the Board of
Directors of the Company will consider and approve any such acquisition on
behalf of the Company, the holders of the Company's securities most likely
will not be given the opportunity to review any information, financial or
otherwise, relating to any business to be acquired prior to the
consummation of such transaction. The Company does not contemplate that
it will seek shareholder approval of its future acquisitions, if any,
unless required by applicable law. There can be no assurance future
acquisitions, if any, will prove to be successful.
Acquisition Strategy. The Company has experienced significant growth
through acquisitions of other businesses in the home health care and
related fields. The Company intends to continue to pursue acquisitions of
health care businesses in the future. The Company's future success is
dependent, in part, upon its ability to integrate the operations of, and
manage over time, acquired home health care and temporary staffing
businesses. The failure to successfully integrate acquisitions into the
Company's operations would adversely affect the Company's financial
condition and results of operations.
Further, acquisitions generally involve significant risks including
the diversion of management's attention to the assimilation of the
companies to be acquired, the need to implement financial and other
systems and add management resources, potential liabilities in connection
with any such acquisition, unforeseen difficulties in the acquired
operations, adverse short-term effects on the Company's operating results,
amortization of acquired intangible assets and dilution in the ownership
interest of shareholders as a result of issuance of additional Common
Stock or Preferred Stock. There can be no assurance the Company will
successfully implement its acquisition strategy.
Dependence on Customer Relationships; Absence of Customer and
Caregiver Contracts. The Company's business is dependent on its ability
to establish and maintain close working relationships with hospitals,
clinics, long-term care facilities, physician groups, assisted living
facilities, health maintenance organizations, educational institutions,
third party payors and other referral sources, and with caregivers
providing services on behalf of the Company. Generally, the Company does
not have contracts with its customers or health care personnel which
obligate customers to utilize the Company's services, or obligate health
care personnel to render services for the Company for any specified period
of time.
Dependence on Personnel. The Company's business is dependent upon
its ability to recruit and retain registered nurses, licensed practical
nurses, nurses aids, home health aides, homemaker companions, medical
social workers, physical and rehabilitation therapists, occupational
therapists and speech therapists. There is intense competition for
medical personnel, and particularly for therapists. As the Company
expands, its need for qualified personnel will continue to increase. The
competition for such personnel is intense and the Company faces
competition for personnel from other home health agencies and temporary
staffing services, as well as other providers of medical services, such as
hospitals, clinics, physician offices and long-term facilities. If the
Company is unable to recruit and retain a sufficient number of qualified
personnel to meet its current and future client requirements, the business
and financial performance of the Company would be materially adversely
affected.
Competition. The market for home health care services and temporary
staffing is highly competitive. Many of the Company's existing and
potential competitors have substantially greater financial, marketing and
personnel resources than the Company and have established generally
greater name recognition in the industry. Some of the Company's
competitors include The Olsten Corporation, Interim Services Inc., Abbey
Health Care Group, Inc. and Staff Builders, Inc. The Company also
competes with local home health care and temporary staffing agencies in
each of the markets in which it operates. Some of the Company's
competitors also may offer more extensive home health care and temporary
staffing services than the Company. There can be no assurance that the
Company will be able to successfully compete with its competitors.
Regulation; Prohibition on Payments for Referral of Business. The
Company's home health care business has been certified by the Health Care
Financing Administration ("HCFA") to allow the Company to receive
reimbursement for its services from Medicare. HFCA requires, as a
condition to participation as a home health care agency in the Medicare
program, the satisfaction of certain standards with respect to personnel,
services and supervision, appropriation of annual budgets, cost reports
and capital expenditure plans, and the establishment of a professional
advisory group. The Company is subject to continuing financial, audit and
other requirements imposed by HCFA in order to maintain its
certifications. The Company believes it has been in material compliance
with such requirements. However, there can be no assurance the Company
will continue to meet these requirements. The loss of any of the
Company's certifications could have a material adverse effect on the
Company's operations.
Many states also require a certificate of need ("CON") in order to
provide Medicare and Medicaid services, as well as certification from
HCFA. Under CON laws, a health care provider generally is required to
substantiate the need for, and financial feasibility of, certain
expenditures relative to such services. In states requiring a CON, HCFA
will only grant certification to those providers who have obtained a CON.
Florida is the only state in which the Company currently operates which
requires a CON.
The Company is also subject to various regulations governing the
referral of patients to health care facilities. Under federal law, the
Medicare Anti-Kickback Statute prohibits the offering, payment,
solicitation or receipt of any form of remuneration in return for the
referral of Medicare or Medicare patients or the ordering of services that
are covered by Medicare or Medicaid, and the "Stark II" law prohibits a
physician from referring Medicare and other federal program patients for
designated health services, including home health care, to certain
entities with which the physician or a member of his or her immediate
family has a financial relationship. Under Florida law, the Patient
Self-Referral Act of 1992 regulates and, in some cases, prohibits
physicians' referrals of patients to facilities in which they own
investment interests. Law enforcement authorities and governmental
agencies are increasingly scrutinizing arrangements between health
providers and referral sources (such as physicians) in order to ensure
that the arrangements are not designed as a mechanism to exchange
remuneration for patient referral. Violations of these regulations are
punishable by substantial fines, imprisonment, and exclusion from the
Medicare and Medicaid programs for a minimum of five years. Although the
Company believes that it is in material compliance with such federal and
state laws and regulations, there can be no assurance that such laws or
regulations will not be interpreted or applied in the future in such a way
as to have a material adverse impact on the Company, or that federal or
state governments will not impose additional laws or regulations upon all
or a portion of the Company's activities, which might adversely affect the
Company's business.
The Company and its operating subsidiaries also must comply with
environmental and Occupational Safety and Health Administration ("OSHA")
regulations applicable to their delivery of health care services. OSHA
generally has been implementing more stringent health care safety
requirements. The Company believes it is in material compliance with such
standards in each of the states where it operates. There can be no
assurance that these or any other new regulatory requirements will not
materially adversely affect the Company's operations.
Government Health Care Reform Proposal; Uncertainty in Health Care
Industry. From time to time, programs have been proposed to reform the
United States health care system. These programs contain proposals to
increase government involvement in health care, lower reimbursement rates
and otherwise change the operating environment for the Company's
customers. Due to the wide variety of national and state proposals
relating to health care presently under consideration, the impact of such
proposals on the Company's business cannot be predicted. The health care
industry is a highly regulated industry which is subject to changing
political, economic and regulatory influences that may affect the
procurement practices and operations of hospitals and other health care
facilities. During the past several years, the health care industry has
been subject to an increase in government regulation of, among other
things, reimbursement rates and certain capital expenditures. In
addition, major third party payors of health care services (insurance
companies, Medicare and Medicaid) have significantly revised payment
procedures in an effort to contain health care costs. These and other
factors affecting the health care industry could have a material adverse
impact on the Company's operating results, financial condition or
prospects.
Dependence on Key Personnel. The Company's success depends to a
significant extent on Jugal K. Taneja, Chairman of the Board and Chief
Executive Officer, and Susan J. Carmichael, President. The loss of the
services of either Mr. Taneja or Ms. Carmichael could have a material
adverse effect on the Company. The Company's future success will depend
in part upon its continuing ability to attract and retain highly qualified
personnel to manage the future growth of the Company. There can be no
assurance the Company will be successful in attracting and retaining such
personnel.
Professional Liability and Insurance. The Company maintains
professional liability insurance in amounts believed to be adequate by the
Company based on its experience. Currently, the Company maintains
coverage on its home health care operations in the amount of $1,000,000
per occurrence with a $3,000,000 annual limit. The Company maintains
coverage on its rehabilitation therapy operations in the amount of
$2,000,000 per occurrence with a $4,000,000 annual limit. The Company may
be subject to liability for the actions of its employees who provide
medical services. There can be no assurance that the Company's
professional liability insurance will cover all types of claims, that such
insurance will continue to be available to the Company on terms that are
acceptable to it, or that the amount of such insurance will be sufficient.
Control by Executive Officers and Directors. The Company's executive
officers, directors and their affiliates beneficially own, in the
aggregate, approximately 1,346,177 shares, or 24.0% of the Company's
outstanding shares of Common Stock (assuming the issuance of 626,180
shares pursuant to Common Stock Purchase Warrants and/or stock options
that are currently exercisable). Of this amount, Jugal K. Taneja, the
Company's Chairman and Chief Executive Officer, beneficially owns 970,280
shares, or 18.1% of the Company's outstanding shares of Common Stock
(assuming the issuance of 380,000 shares pursuant to currently exercisable
stock options). Further, Mr. Taneja's wife owns an additional 209,820
shares of Common Stock (constituting 4.2% of the outstanding Common
Stock), over which shares Mr. Taneja disclaims beneficial ownership.
These shareholders, if acting together, will likely be able to effectively
control most matters requiring approval by the shareholders of the
Company, including the election of a majority of the directors. The
voting power of these shareholders under certain circumstances also could
have the effect of delaying or preventing a change in control of the
Company.
Common Stock Eligible for Future Sale. Following this offering,
approximately 223,300 of the Company's outstanding shares of Common Stock
will be "restricted securities" and may in the future be sold at various
times after February, 1997 in compliance with Rule 144 adopted under the
Securities Act of 1933. Rule 144 generally provides that beneficial
owners of shares who have held such shares for two years may sell within a
three-month period the greater of 1% of the total outstanding shares or
the average trading volume of the shares during the four calendar weeks
preceding such sale. Future sales of restricted Common Stock in the
public market under Rule 144 could negatively impact the market price of
the Common Stock.
Common Stock Purchase Warrants. As of the date of this Prospectus,
the Company had outstanding warrants to purchase an aggregate of 2,530,000
shares of Common Stock at an exercise price of $4.35 per share, which are
exercisable at any time through February 7, 2000. The Company has the
right to redeem the Warrants, with 30 days notice, at an exercise price of
$0.05 per Warrant if the closing bid price of the Common Stock exceeds
$5.22 (120% of the warrant exercise price) for 20 consecutive trading days
ending not more than 10 days prior to the notice. To the extent that the
Warrants are exercised, they may have a dilutive effect on the shares of
Common Stock then outstanding. It may be expected that the warrants will
be exercised at a time when the Company is able to obtain capital on terms
more favorable than those provided through such exercise.
Stock Issuable Pursuant to Options and Underwriters' Unit Purchase
Option. At the date of this Prospectus, the Company has reserved an
aggregate of approximately 920,040 shares of Common Stock for issuance
upon the exercise of outstanding stock options. Also, in connection with
the Company's February 1995 public offering, the Company issued to the
representative of the underwriters a Unit Purchase Option to purchase up
to 110,000 units, each consisting of two shares of Common Stock and two
Common Stock Purchase Warrants. The exercise prices of the options
presently outstanding range from $1.22 per share to $5.00 per share and
the exercise price of the Unit Purchase Option is $11.96 per unit. During
the terms of the outstanding options and the Unit Purchase Option, the
holders will be given the opportunity to profit from a rise in the market
price of the Common Stock, and their exercise may dilute the book value
per share of the outstanding Common Stock. The existence of the options
and the Unit Purchase Option may adversely affect the terms on which the
Company may obtain additional equity financing. Also, the holders are
likely to exercise their rights under the options and the Unit Purchase
Option at a time when the Company would otherwise be able to obtain
capital on terms more favorable than could be obtained through the
exercise of such securities.
Absence of Common Stock Dividends. The Company does not anticipate
paying any cash dividends on the Common Stock in the foreseeable future.
Any payment of cash dividends on the Common Stock in the future will be
dependent upon the Company's financial condition, results of operations,
current and anticipated cash requirements, plans for expansion, as well as
other factors that the Board of Directors deems relevant.
Volatility of Stock Price/Market for Common Stock. The Common Stock
has experienced significant price fluctuations. Factors such as the
relative inactivity of trading of the Common Stock, quarterly fluctuations
in results of operations, regulatory or legislative developments, market
conditions specific to the health care industry and general market
conditions may cause the market price of the Common Stock to fluctuate,
perhaps substantially, in the future. In addition, in recent years the
stock market has experienced significant price and volume fluctuations.
These fluctuations, which are often unrelated to the operating performance
of specific companies, have had a substantial effect on the market price
of many health care related companies. Factors such as those cited above,
as well as other factors which may be unrelated to the operating
performance of the Company, may adversely affect the price of the Common
Stock, including sales of substantial amounts of the Common Stock or the
perception that such sales may occur. The Company's Common Stock and
Common Stock Purchase Warrants currently trade on the Nasdaq SmallCap
Market. The rules of the National Association of Securities Dealers, Inc.
for continued inclusion on the Nasdaq SmallCap Market require that there
be at least two market makers for the Company's securities. There can be
no assurance that there will continue to be two market makers for the
Company's securities. Also, there can be no assurance that an active
trading market for the Company's securities will exist at the time a
purchaser may wish to sell any of the Company's securities. Purchasers of
the Company's securities may, therefore, have difficulty in selling their
securities should they desire to do so.
Possible Issuance of Preferred Stock. The Company is authorized to
issue up to 2,000,000 shares of Preferred Stock. The Company's Board of
Directors has the authority, without any further action by the
shareholders, to provide for the issuance of the shares of Preferred Stock
in one or more series, to establish from time to time the number of shares
to be included in each such series and to fix the right and preferences
thereof without any further vote or action by the Company's shareholders.
The issuance of Preferred Stock can, among other things, (i) adversely
affect the rights of existing shareholders and the amount of earnings and
assets available for distribution to holders of Common Stock, including,
without limitation, adversely affecting the voting power of holders of the
Common Stock by issuing Preferred Stock with voting or conversion rights,
(ii) delay, defer or prevent a change in control of the Company, and
(iii) make the removal of the present management of the Company more
difficult.
THE COMPANY
The Company is a holding company, headquartered in Clearwater,
Florida, operating eight wholly-owned subsidiaries providing a broad range
of health care related services from delivering comprehensive health care
in the client's home to providing temporary staffing of nursing personnel
in selected markets in Florida, Ohio and Pennsylvania. Through NuMED
Rehab, the Company also provides contract staffing of physical,
occupational and speech therapists in selected markets in Ohio,
Pennsylvania, Illinois, Indiana, Kentucky, Maryland and New Jersey.
The Company delivered approximately 117,000 intermittent home health
care visits in fiscal 1996 to clients of all ages. The Company provides
home health care for approximately 800 private duty clients and temporary
staffing of certified nurses aides, licensed practical nurses and
registered nurses for approximately 60 health care facilities. In
addition, NuMED Rehab provides physical, occupational and speech therapy
for approximately 70 health care facilities.
The Company's executive offices are located at 5770 Roosevelt
Boulevard, Suite 700, Clearwater, Florida 34620, and its telephone number
is (813) 524-3227.
USE OF PROCEEDS
The Company will not receive any of the proceeds from the sale of
shares of Common Stock. See "Selling Shareholders" and "Plan of
Distribution."
SELLING SHAREHOLDERS
The following table sets forth certain information concerning the
shareholders offering for sale the shares of Common Stock to which this
Prospectus relates (the "Selling Shareholders").
<TABLE>
<CAPTION>
Shares Beneficially
Owned Prior to Shares Beneficially
Offering Maximum Owned After Offering (1)
Number of
Shares Being
Name Shares Percent Offered Shares Percent
<S> <C> <C> <C> <C> <C>
Ray and Joan Abrams . . . . . 7,368 * 6,868 500 *
Raymond Alexander . . . . . . 6,868 * 6,868 0 --
Ed Baker . . . . . . . . . . 1,000 * 1,000 0 --
Irving L. Baker . . . . . . . 6,376 * 2,500 3,876 *
Nancy Baker (2) . . . . . . . 40 * 40 0 --
Michael Bencic . . . . . . . 1,000 * 1,000 0 --
Denise Berger (3) . . . . . . 1,114 * 1,114 0 --
Malcolm and Roselyn Blumberg. 10,302 * 10,302 0 --
Albert T. Brod (4) . . . . . 40,000 * 40,000 0 --
Debra Caine . . . . . . . . . 6,868 * 6,868 0 --
Vince Campanella . . . . . . 10,000 * 10,000 0 --
Gail Castrilla (2) . . . . . 40 * 40 0 --
Kathleen A. Cegles (2) . . . 277 * 40 237 *
Allan and Jacqueline
Cheiken (5) . . . . . . . . 104,853 2.1% 33,853 71,000 1.4%
Myron Cheiken (5) . . . . . . 5,151 * 5,151 0 --
Terese M. Cybulski (2) . . . 40 * 40 0 --
Sam Delli . . . . . . . . . . 10,000 * 10,000 0 --
Richard A. Disanza . . . . . 3,000 * 3,000 0 --
Jeanne Downey (2) . . . . . . 710 * 710 0 --
Patricia Dylewski (2) . . . . 40 * 40 0 --
Joel Ebert . . . . . . . . . 15,868 * 6,868 9,000 *
Jim Fleming . . . . . . . . . 9,000 * 7,000 2,000 *
William B. Franz . . . . . . 20,200 * 10,000 10,200 *
Alvin Gandal . . . . . . . . 25,000 * 25,000 0 --
Arlene F. Glaudra . . . . . . 1,000 * 1,000 0 --
Dr. Harvey Harris . . . . . . 32,136 * 32,136 0 --
Kenneth Harris . . . . . . . 13,736 * 13,736 0 --
Lisa Harris . . . . . . . . . 6,868 * 6,868 0 --
Attila and Gail Horvath . . . 32,136 * 32,136 0 --
Willa Hummer (2) . . . . . . 140 * 40 100 *
Gary Huston (2) . . . . . . . 40 * 40 0 --
Kemper Clearing Corp. FBO
Arthur M. Stupay IRA . . . . 42,000 * 10,000 32,000 *
Kemper Clearing Corp. FBO
Arthur Stupay, SEP. IRA . . 30,000 * 30,000 0 --
Harvey and Penny Kessler . . 6,868 * 6,868 0 --
Sidney and Shirley Koss . . . 13,736 * 13,736 0 --
A. F. Lehmkuhl . . . . . . . 61,460 1.2% 15,000 46,460 *
Donald W. Limbaugh . . . . . 8,060 * 5,000 3,060 *
Peggy A. Loesch (2) (6) . . . 4,560 * 40 4,520 *
Richard Lowe. . . . . . . . . 5,000 * 5,000 0 --
Richard J. and Marcine M.
Lukesh . . . . . . . . . . . 32,136 * 32,136 0 --
John Machacek, Jr. . . . . . 20,000 * 20,000 0 --
Namon McWilliams (2) . . . . 40 * 40 0 --
Kirk A. Mooney . . . . . . . 9,000 * 7,000 2,000 *
Dennis Nevinsky (2) . . . . . 40 * 40 0 --
Robert P. Ottman (7) . . . . 32,246 * 6,250 25,996 *
Darlene Oxley (2) . . . . . . 40 * 40 0 --
Shirley Oxley (2) . . . . . . 40 * 40 0 --
Tony Parris . . . . . . . . . 13,736 * 13,736 0 --
Carol Powell (2) . . . . . . 40 * 40 0 --
Merle Rosenfeld . . . . . . . 52,236 1.1% 13,736 38,500 *
Roy B. Hill Co., Inc. . . . . 13,736 * 13,736 0 --
Alan and Susan Safian . . . . 6,868 * 6,868 0 --
Gregory Stout . . . . . . . . 6,868 * 6,868 0 --
Stephen M. Watters . . . . . 14,546 * 1,000 13,546 *
Anthony Willis . . . . . . . 22,700 * 22,700 0 --
James P. Witherington (8) . 5,361 * 2,000 3,361 *
Janice Woytek and Mark P.
Calabria . . . . . . . . . . 4,548 * 4,548 0 --
W.W.R.E., Inc. . . . . . . . 3,500 * 3,500 0 --
Total . . . . . . . . . . . . 780,536 15.7% 514,180 266,356 5.4%
_________________
*Less than 1%
(1) The Selling Shareholders may sell from time to time all or a portion of the shares being offered. The amounts shown
assume the sale of all the shares being offered by each Selling Shareholder.
(2) Currently serves as an Advisory Board Member for one or more of the Company's subsidiaries.
(3) Ms. Berger is currently employed by NuMED Rehab.
(4) Albert T. Brod and Arthur M. Stupay were each principals of A.T. Brod & Co., Inc., the underwriter for the Company's
public offering in February 1995.
(5) Allan H. Cheiken is Executive Vice President of NuMed Rehabilitation, Inc., a wholly-owned subsidiary of the Company.
Jacqueline Cheiken and Myron Cheiken are Mr. Cheiken's wife and brother, respectively. Myron Cheiken is currently
employed by NuMED Rehab.
(6) Peggy A. Loesch is Vice President-Operations of the Company.
(7) Robert P. Ottman is a director of the Company. Includes shares issuable under 12,060 currently exercisable stock options
and 10,000 shares issuable under currently exercisable Common Stock Purchase Warrants.
(8) James P. Witherington served as Chief Financial Officer, Secretary and Treasurer of the Company from October 1991 to
September 1995 and as a director from April 1992 to September 1995.
</TABLE>
PLAN OF DISTRIBUTION
The shares may be sold from time to time by the Selling Shareholders.
Such sales may be made in the over-the-counter market or on one or more
exchanges, or otherwise at prices and at terms then prevailing or at
prices related to the then current market price, or in negotiated
transactions, or to one or more underwriters for resale to the public.
The shares sold may be sold by one or more of the following: (a) a block
trade in which the broker or dealer so engaged will attempt to sell the
shares as agent but may position 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; (c) an exchange distribution in accordance
with the rules of such exchange; (d) ordinary brokerage transactions and
transactions in which the broker solicits purchasers; or (e) an
underwritten public offering. In effecting sales, brokers or dealers
engaged by the Selling Shareholders may arrange for other brokers or
dealers to participate. Brokers or dealers will receive commissions or
discounts from the Selling Shareholders in amounts to be negotiated
immediately prior to the sale. Such brokers or dealers and any other
participating brokers or dealers may be deemed to be "underwriters" within
the meaning of the Securities Act of 1933 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 this Prospectus.
Brokers or dealers may be entitled to indemnification by the Company
and the Selling Shareholders against certain liabilities, including
liabilities under the Securities Act of 1933.
LEGAL MATTERS
The validity of the shares of Common Stock to which this Prospectus
relates will be passed upon for the Company by Foley & Lardner, Tampa,
Florida.
EXPERTS
The consolidated financial statements of the Company included in the
Company's Annual Report (Form 10-K) for the year ended March 31, 1996 and
the financial statements for the Company's Employee Stock Purchase Plan
included in the Plan's annual report on Form 11-K for the year ended March
31, 1996, have been audited by Ernst & Young LLP, independent auditors, as
set forth in their reports thereon included therein and incorporated
herein by reference. Such financial statements are incorporated herein by
reference in reliance upon such reports given upon the authority of such
firm as experts in accounting and auditing.
No, dealer, salesperson or other 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 made by this Prospectus and, if given or made, such
information or representations must not be relied upon as
having been authorized by the Company or by the Underwriters.
Neither the delivery of this Prospectus nor any sale made
hereunder shall under any circumstances create an implication
that there has been no change in the affairs of the Company
since the date hereof. This Prospectus does not constitute an
offer or solicitation by anyone in any jurisdiction in which
such offer or solicitation is not authorized or in which the
person making such offer or solicitation is not qualified to
do so or to anyone to whom it is unlawful to make such offer
or solicitation.
Table of Contents
Page
Risk Factors . . . . . . . . . . . . . . . . . . . . . . . 1
The Company . . . . . . . . . . . . . . . . . . . . . . . . 5
Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . 6
Selling Shareholders . . . . . . . . . . . . . . . . . . . 6
Plan of Distribution . . . . . . . . . . . . . . . . . . . 9
Legal Matters . . . . . . . . . . . . . . . . . . . . . . . 9
Experts . . . . . . . . . . . . . . . . . . . . . . . . . . 9
514,180 Shares
NuMED Home
Health Care, Inc.
Common Stock
($.001 par value)
Prospectus Dated __________, 1996
PART II
Information Not Required in Prospectus
Item 14. Other Expenses of Issuance and Distribution.
Set forth below is an estimate of the approximate amount of fees
and expenses payable by the Registrant in connection with the issuance and
distribution of the securities registered hereby.
Securities and Exchange Commission
registration fee $ 449
Accountants' fees and expenses $ 5,000
Counsel fees and expenses $10,000*
------
Total $15,449*
======
____________________
* Estimate.
Item 15. Indemnification of Directors and Officers.
The Nevada Revised Statutes (the "NRS") permits a Nevada
corporation to indemnify a present or former director or officer of the
corporation (and certain other persons serving at the request of the
corporation in related capacities) for liabilities, including legal
expenses, arising by reason of service in such capacity if such person
shall have acted in good faith and in a manner he or she reasonably
believed to be in or not opposed to the best interests of the corporation,
and in any criminal proceeding if such person had no reasonable cause to
believe his or her conduct was unlawful. However, in the case of actions
brought by or in the right of the corporation, no indemnification may be
made with respect to any matter as to which such director or officer shall
have been adjudged liable, except in certain limited circumstances.
The Registrant's Bylaws provide that the Registrant shall indemnify
directors and executive officers to the fullest extent now or hereafter
permitted by the NRS.
Item 16. Exhibits.
Exhibits
5. Opinion of Foley & Lardner as to the legality of the
securities
23A. Consent of Foley & Lardner (included in Opinion filed as
Exhibit 5)
23B. Consent of Ernst & Young LLP
24. Power of Attorney (included on the signature page of this
Registration Statement)
Item 17. Undertakings
In the event that shares are sold in an underwritten offering, the
undersigned registrant hereby undertakes to provide to the Underwriters at
the closing specified in the Underwriting Agreement certificates in such
denominations and registered in such names as required by the Underwriters
to permit prompt delivery to each purchaser.
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:
(i) To include any prospectus required by section 10(a)(3) of
the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
registration statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the registration
statement or any material change to such information in the registration
statement;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) of this
section do not apply if the information required to be included in a post-
effective amendment by those paragraphs is contained in periodic reports
filed with or furnished to the Commission by the registrant pursuant to
section 13 or section 15(d) of the Securities Exchange Act of 1934 that
are incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at
the termination of the offering.
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.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the foregoing
provisions, or otherwise, the Registrant has been advised that in the
opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the Registrant in
the successful defense of any action, suit or proceeding) is asserted by
such director, officer or controlling person in connection with the
securities being registered, the Registrant will, unless in the opinion of
its counsel the 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 issue.
The undersigned registrant hereby undertakes that:
(1) For purposes of determining any liability under the Securities
Act of 1933, the information omitted from the form of prospectus filed as
part of this registration statement in reliance upon Rule 430A and
contained in a form of prospectus filed by the registrant pursuant to Rule
424(b)(1) or (4) or 497(h) under the Securities Act of 1933 shall be
deemed to be part of this registration statement as of the time it was
declared effective.
(2) For the purpose of determining any liability under the
Securities Act of 1933, each post-effective amendment that contains a form
of prospectus 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.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-3 and has duly caused
this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Clearwater, State of Florida, on
July 23, 1996.
NUMED HOME HEALTH CARE, INC.
By: /s/ Jugal K. Taneja
Jugal K. Taneja
Chief Executive Officer
SPECIAL POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears on the Signature Page to this Registration Statement constitutes
and appoints Jugal K. Taneja and Susan J. Carmichael, and each or any of
them, his or her true and lawful attorneys-in-fact and agents, with full
power of substitution and resubstitution, for him or her and in his or her
name, place and stead, in any and all capacities, to sign any and all
amendments (including post-effective amendments) to this Registration
Statement and any and all Registration Statements filed pursuant to Rule
462(b) under the Securities Act of 1933, and to file the same, with all
exhibits and other documents in connection therewith, with the Securities
and Exchange Commission, and grants unto said attorneys-in-fact and
agents, full power and authority to do and perform each and every act and
thing requisite and necessary to be done in about the premises, as fully
to all intents and purposes as he or she might or could do in person,
hereby ratifying and confirming all that said attorneys-in-fact and agents
or his or her substitute or substitutes may lawfully do or cause to be
done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
/s/ Jugal K. Taneja Date: July 23, 1996
Jugal K. Taneja, Chairman of the Board
/s/ Susan J. Carmichael Date: July 23, 1996
Susan J. Carmichael, President and Director
/s/ Cheryl McMillan Date: July 23, 1996
Cheryl McMillan, Principal Accounting Officer
(and Principal Financial Officer)
/s/ Thomas V. Chema Date: July 22, 1996
Thomas V. Chema, Director
/s/ Robert P. Ottman Date: July 23, 1996
Robert P. Ottman, Director
/s/ Mark E. Roland Date: July 23, 1996
Mark E. Roland, Director
/s/ Michael J. Diroff Date: July 23, 1996
Michael J. Diroff, Director
/s/ Judi M. Kelly Date: July 30, 1996
Judi M. Kelly, Director
<PAGE>
EXHIBIT INDEX
Sequential
Page No.
5. Opinion of Foley & Lardner as to the legality
of the securities
23A. Consent of Foley & Lardner (included in Opinion filed as
Exhibit 5)
23B. Consent of Ernst & Young LLP
24. Power of Attorney (included on the signature page of this
Registration Statement)
Exhibit 5
FOLEY & LARDNER
A T T O R N E Y S A T L A W
POST OFFICE BOX 240
JACKSONVILLE, FLORIDA 32201-0240
THE GREENLEAF BUILDING
200 LAURA STREET 32202-3527
TELEPHONE (904) 359-2000
FACSIMILE (904) 359-8700
August 1, 1996
NuMED Home Health Care, Inc.
5770 Roosevelt Boulevard, Suite 700
Clearwater, FL 34620
RE: Registration Statement on Form S-3
Ladies and Gentlemen:
This opinion is being furnished in connection with the Registration
Statement on Form S-3 (the "Registration Statement"), of NuMED Home Health
Care, Inc. (the "Company"), under the Securities Act of 1933, as amended
(the "Act"), for the registration of 514,180 shares of common stock, par
value $.001 (the "Shares").
As counsel for the Company, we have examined and are familiar with
(i) the Articles of Incorporation and Bylaws of the Company; (ii) the
proceedings of the Board of Directors of the Company relating to the
issuance of the Shares; and (iii) such other Company records, documents
and matters of law as we have deemed to be pertinent.
Based upon our examination of such documents and our familiarity
with such proceedings, it is our opinion that:
(a) The Company has been duly incorporated and is validly existing
and in good standing under the laws of the state of Nevada.
(b) The Shares are duly authorized, validly issued, fully paid and
non-assessable.
We hereby consent to the inclusion of this opinion as Exhibit 5 in
the Registration Statement and to the reference to this firm under the
caption "Legal Matters" in the prospectus. In giving this consent, we do
not thereby admit that we come within the category of persons whose
consent is required under Section 7 of the Act or the rules or regulations
of the Securities and Exchange Commission promulgated thereunder.
FOLEY & LARDNER
By: /s/ Linda Y. Kelso
Exhibit 23B
Independent Auditors Consent
We consent to the reference to our firm under the caption "Experts" in the
registration Statement (Form S-3) and related Prospectus of NuMED Home
Health Care, Inc. for the registration of 509,180 shares of its common
stock and to the incorporation by reference therein of our report dated
June 11, 1996, with respect to the consolidated financial statements of
NuMED Home Health Care, Inc. included in its Annual Report (Form 10-KSB)
for the year ended March 31, 1996 and our report dated June 25, 1996 with
respect to the financial statements of the NuMED Home Health Care, Inc.
Employee Stock Purchase Plan included in its Annual Report (Form 11-K) for
the year ended March 31, 1996, filed with the Securities and Exchange
Commission.
Ernst & Young LLP
July 29, 1996
Cleveland, Ohio
