<PAGE>
===============================================================================
Washington, D.C. 20549
FORM 10-K/A-1
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1995 COMMISSION FILE NUMBER 1-10418
UNITED MEDICORP, INC.
(Exact Name of Registrant as Specified in its Charter)
DELAWARE 75-2217002
(State or Other Jurisdiction (I.R.S. Employer
of Incorporation or Organization) Identification No.)
10210 NORTH CENTRAL EXPRESSWAY, SUITE 400
Dallas, Texas 75231
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, Including Area Code: (214) 691-2140
Securities Registered Pursuant to Section 12(b) of the Act:
NAME OF EACH EXCHANGE
TITLE OF EACH CLASS ON WHICH REGISTERED
------------------- -------------------
NONE NONE
Securities Registered Pursuant to Section 12(g) of the Act:
TITLE OF EACH CLASS
-------------------
COMMON STOCK
Indicate by check mark whether the Registrant has (1) filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.
YES X NO
--- ---
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of the Registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this form 10-K or any
amendment to this Form 10-K._____
The aggregate market value of the voting stock held by non-affiliates of
the Registrant, based on the average of the bid and asked prices of such
stock on April 2, 1996 was $312,520.
As of April 2, 1996 there were 26,310,217 shares of Common Stock, $.01
par value outstanding.
===============================================================================
<PAGE>
UNITED MEDICORP, INC.
INDEX TO FORM 10-K/A-1
ITEM
NUMBER PART III PAGE
- ------ -------- ----
10 Directors and Executive Officers of the Registrant . . . . . . . . . 3
11 Executive Compensation . . . . . . . . . . . . . . . . . . . . . . . 6
12 Securities Ownership of Certain Beneficial Owners and
Management. . . . . . . . . . . . . . . . . . . . . . . . . . . 8
13 Certain Relationships and Related Transactions . . . . . . . . . . .10
2
<PAGE>
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
- ------------------------------------------------------------------------------
The Company's Bylaws provide that the number of directors which shall constitute
the whole Board shall be fixed from time to time by resolution of the Board of
Directors or stockholders but shall not be less than one nor more than eleven.
The current Board of Directors consists of four members. Of the current
directors, one is an employee of the Company and three have principal
occupations or employment which are outside the Company.
Information regarding each director is set forth below:
MICHAEL P. O'BOYLE (39) was elected to the Board of Directors on August 9, 1993.
Mr. O'Boyle is Chief Financial Officer of Medlantic Healthcare Group and Senior
Vice President, Finance of Washington Hospital Center ("WHC"), Washington D.C.
WHC is the Company's largest customer. Prior to joining WHC in 1991, Mr.
O'Boyle was Vice President and Chief Financial Officer of Saint Joseph's
Hospital of Atlanta, Inc. from 1989 to 1991. From 1987 to 1989, Mr. O'Boyle was
Vice President, Treasurer and Chief Financial Officer of Children's Hospital
Medical Center, Cincinnati, Ohio. Before that, Mr. O'Boyle held a number of
accounting and finance positions with The Allentown Hospital and Ernst &
Whinney. Mr. O'Boyle holds a B.S. in Accounting and Business from Allentown
College of St. Francis de Sales, and is a Certified Public Accountant.
PETER W. SEAMAN (46) was elected President and Chief Executive Officer on
February 10, 1994. Mr. Seaman joined the Company on July 17, 1991 as Vice
President and Chief Financial Officer and was elected to the Board of
Directors on August 12, 1991. Mr. Seaman's prior employment includes serving
as Director of Business Development for TRW Receivables Management Services
from March, 1989 to June, 1991, and Vice President of Planning and Systems
Development for the Accounts Receivable Management Division of the Chilton
Corporation from March, 1986 to March, 1989. Prior to joining the Chilton
Corporation, Mr. Seaman was Vice President and Chief Financial Officer for
Corliss, Inc., a collection systems and services company. Before that, Mr.
Seaman held a number of finance, marketing, and auditing positions with the
Datapoint Corporation, Rockwell International, and Coopers and Lybrand. Mr.
Seaman holds a B.A. in Accounting from Duke University, and is a Certified
Public Accountant.
JOSEPH A. SPIAK (54) was elected as a director of United Medicorp, Inc. on
November 13, 1995. Mr. Spiak is Managing Director, Municipal Markets, Health
Care Finance of Merrill Lynch, Pierce, Fenner & Smith ("Merrill Lynch"),
Incorporated, New York, N.Y. Prior to joining Merrill Lynch in 1979, Mr.
Spiak was Director of Planning for United Hospital from 1974 to 1979. Mr.
Spiak holds a Master of Science in Hospital Administration from the Columbia
University School of Public Health, and a B.A. in Philosophy from Stonehill
College.
J. OTIS WINTERS (63) was elected as a director and Chairman of the Board of
United Medicorp, Inc. on January 12, 1993. Mr. Winters is Chairman of the
Dallas-based management consulting firm of Pate, Winters, & Stone, Inc.
(PWS). Prior to co-founding PWS in 1990, Mr. Winters served as Managing
Director of Mason Best Company, an investment banking firm, and
3
<PAGE>
President and Director of Avanti Energy Corporation. Mr. Winters holds B.S.
and M.S. degrees in Petroleum Engineering from Stanford University and an
M.B.A. from the Harvard Business School.
In connection with the Company's public offering of Common Stock in August,
1990, the Company agreed to use its best efforts to cause, upon written
request, a designee of the managing underwriter in such public offering, the
Principal/Eppler, Guerin & Turner, Inc. ("EGT"), to be nominated and elected
to the Company's Board of Directors. To date, no request has been made by EGT
with respect to such nomination and election.
Each director will hold office until this year's annual meeting of
stockholders, expected to be held in July, 1996, or until his successor is
elected and has qualified.
BOARD COMMITTEES AND MEETINGS
The principal standing committees of the Board of Directors include the
following:
AUDIT COMMITTEE. The Audit Committee's responsibilities include recommending
to the Board of Directors the independent auditors to be employed for the
purpose of conducting the annual audit of the Company's financial statements,
discussing with the auditors the scope of their examination, reviewing the
Company's financial statements and the auditors' report thereon with Company
personnel and the auditors, determining whether the auditors have received
all the explanations and information which they had requested, and inviting
the recommendations of the auditors regarding internal controls and other
matters.
The Company's Audit Committee was formed on August 15, 1990 and met once
during 1995. The Committee consists of Michael O'Boyle, Chairman, Joseph
Spiak and Otis Winters.
COMPENSATION COMMITTEE. The Compensation Committee's responsibilities
include reviewing the Company's compensation plans, making recommendations in
areas concerning employee relations, and taking action or making
recommendations with respect to the compensation of executive officers,
including those who are directors.
The Company's Compensation Committee was formed on August 15, 1990. During
1995, the Compensation Committee held three meetings. The Committee consists
of Otis Winters, Chairman and Michael O'Boyle.
STOCK OPTION COMMITTEE. The Company's Stock Option Committee was formed on
April 25, 1992 for the purpose of administering the Company's Stock Option
Plans. The Stock Option Committee consists of Otis Winters, Chairman and
Joseph Spiak.
The mailing address for each of these committees is c/o Robert Powell,
Secretary, United Medicorp, Inc., 10210 North Central Expressway, Suite 400,
Dallas, Texas 75231.
4
<PAGE>
The Board of Directors held four regularly scheduled meetings during the
fiscal year ended December 31, 1995. Various matters were approved during
the last fiscal year by unanimous written consent of the Board of Directors.
Each incumbent director attended during the last fiscal year at least 75% of
the aggregate of (i) the total number of meetings of the Board of Directors;
and (ii) the total number of meetings held by all committees of the Board on
which such director served.
COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES ACT OF 1934
Pursuant to Section 16(a) of the Securities Act of 1934 and the rules issued
thereunder, the Company's executive officers and directors are required to
file with the Securities and Exchange Commission and the Boston Stock
Exchange reports of ownership and changes in ownership of the Common Stock.
Copies of such reports are required to be furnished to the Company. Based
solely on its review of such reports furnished to the Company, or written
reports that no reports were required, the Company believes that during 1995,
all of its executive officers and directors complied with Section 16(a)
requirements.
5
<PAGE>
ITEM 11. EXECUTIVE COMPENSATION
- ------------------------------------------------------------------------------
EXECUTIVE OFFICERS
Set forth below are tables showing: (1) in summary form, the compensation paid
for the years shown in the table to Peter W. Seaman; (2) the options granted to
Mr. Seaman in 1995; and (3) exercise and year end valuation information
pertaining to stock options granted to Mr. Seaman. No other executive officer of
the Company received total annual salary and bonus in excess of $100,000 in the
fiscal year 1995.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
RESTRICTED
NAME OF PRINCIPAL OTHER ANNUAL STOCK OPTIONS/ ALL OTHER
POSITION YEAR SALARY $ BONUS COMPENSATION AWARD $ SAR'S # PAYOUTS COMPENSATION $
- -------- ---- -------- ----- ------------ ------- ------- ------- --------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Peter W. Seaman, 1995 97,501 0 0 0 100,000 0 0
President & CEO 1994 92,165 0 0 0 100,000 0 0
1993 99,813 0 0 19,600 75,000 0 0
</TABLE>
OPTIONS GRANTED IN 1995
<TABLE>
<CAPTION>
POTENTIAL REALIZED VALUE AT
% OF TOTAL ASSUMED ANNUAL RATES OF STOCK
OPTIONS PRICE APPRECIATION FOR OPTION
GRANTED TO TERM
OPTIONS EMPLOYEES IN EXERCISE OR
NAME GRANTED 1995 BASE PRICE EXPIRATION DATE 5% 10%
---- ------- ---- ---------- --------------- -- ---
<S> <C> <C> <C> <C> <C> <C>
Peter W. Seaman 100,000 (1) 22% $.13/share May 5, 2005 (2) $8,176 $20,719
</TABLE>
(1) This option was granted subject to a three year vesting period.
(2) This option was granted for a term of ten years, subject to termination upon
termination of the optionee's employment.
6
<PAGE>
AGGREGATED OPTION/SAR EXERCISES IN 1995 (1)
AND FY-END OPTIONS/SAR VALUES
<TABLE>
<CAPTION>
Number of Unexercised Options/SARs Value of Unexercised In-the-Money
at FY-End (#) Options/SARs at FY-End
NAME EXERCISABLE/UNEXERCISABLE Exercisable/Unexercisable
- ---- ------------------------- -------------------------
<S> <C> <C>
Peter W. Seaman 299,999/100,001 $0/$0
</TABLE>
(1) Since no options were exercised by the above-named executive in 1995, no
shares were acquired or value realized upon the exercise of options by such
person in the last fiscal year.
STOCK OPTION PLANS
The Company currently has in effect the Third Amended and Restated 1989 Stock
Option Plan (the "1989 Plan"), which provided for the granting of incentive and
non-incentive stock options for up to 1,000,000 shares of Common Stock to
employees, directors and consultants. The 1989 Plan became effective August 6,
1989 and terminates after 10 years. The Board of Directors approved the
discontinuance of any further option grants under the 1989 Plan on April 25,
1992, when the 1992 Plan (as defined below) was approved by stockholders.
The stockholders of United Medicorp, Inc. approved the 1992 Stock Option Plan
(the "1992 Plan") at the 1992 Annual Meeting of Stockholders. The 1992 Plan
provides for the granting of incentive and nonqualified stock options for up to
1,000,000 shares of Common Stock to employees, directors, and consultants. The
1992 Plan became effective on July 13, 1992 and terminates after 10 years.
The stockholders of United Medicorp, Inc. approved the 1995 Stock Option Plan
(the "1995 Plan") at the 1995 Annual Meeting of Stockholders. The 1995 Plan
provides for the granting of incentive and non qualified stock options for up to
1,000,000 shares of Common Stock to employees, directors, and consultants. The
1995 Plan became effective on August 14, 1995 and terminates after 10 years.
DIRECTOR COMPENSATION
Members receive no cash compensation for serving on the Board of Directors.
Board members are reimbursed for expenses of meeting attendance. Pursuant to
the 1995 Plan, each non-employee director shall receive nonqualified stock
options for the purchase of 25,000 shares of Common Stock. These options shall
be granted on the first and each subsequent anniversary of the approval of the
1995 Plan by stockholders, as long as the director serves on the Board. The
exercise price shall be the fair market value of the Common Stock on the date
the nonqualified stock options are granted. One half of the option shall be
exercisable immediately and the remainder of the option shall become exercisable
on the first anniversary date of the grant. All options shall expire on the
tenth anniversary of the date granted.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
None
7
<PAGE>
ITEM 12. SECURITIES OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT.
- ------------------------------------------------------------------------------
The following table and the notes thereto set forth certain information
regarding the beneficial ownership of shares of the Company's Common Stock as
of May 15, 1996 by (i) each current director and nominee for director; (ii)
all current directors and officers of the Company as a group; and (iii) each
person known to the Company to own beneficially more than five percent (5%)
of the currently outstanding Common Stock.
<TABLE>
<CAPTION>
AMOUNT AND NATURE
OF BENEFICIAL
NAME OF BENEFICIAL OWNER OWNERSHIP (1) PERCENT OF CLASS (1)
- ------------------------ ------------- --------------------
<S> <C> <C>
Mercury Asset Management plc. (2)
33 King William Street 8,067,200 30.7%
London EC4R 9AS Great Britain
Tambura Limited
Rue du Moulin 1,484,000 5.6%
Sark, Channel Islands
J. Otis Winters (3) 1,008,000 3.8%
Peter W. Seaman (4) 500,000 1.7%
Donald E. Collins (5) 147,000 *
Michael P. O'Boyle (6) 100,000 *
Mary E. Rogers (7) 40,000 *
Joseph A. Spiak (8) 25,000 *
All officers and
directors as
a group (6 persons) 1,820,000 6.9%*
</TABLE>
less than 1%
(1) Except as otherwise indicated, the persons named in the table have sole
voting and investment power with respect to the shares of Common Stock
shown as beneficially owned by them, subject to community property laws
where applicable. Beneficial ownership as reported in the above table has
been determined in accordance with Rule 13d-3 of the Securities Exchange
Act of 1934, as amended (the "Exchange Act"). The percentages are based
upon 26,310,217 shares outstanding except with respect to certain persons
who hold presently exercisable options to purchase shares. The percentage
for each person who holds presently exercisable options is based upon the
sum of 26,310,217 shares outstanding plus the number of shares subject to
presently exercisable options held by such person, as indicated in the
following notes.
(2) According to a Schedule 13D filed with the Company, Mercury Asset
Management plc. ("MAM") manages investments for its clients and the
securities indicated are held solely for the accounts of such clients. With
respect to 1,535,000 of the shares held on behalf of a unit trust, a
wholly-owned subsidiary of MAM, as manager of the trust, has power to vote
the shares. MAM has the power to sell the shares for the benefit of the
trust. With respect to the remainder of the shares, MAM has dispositive
power, but not voting power, subject to its clients' guidelines. MAM does
not admit that it is the beneficial owner of any of the indicated shares.
(3) Includes outstanding exercisable options to purchase 15,000 shares.
(4) Includes outstanding exercisable options to purchase 299,999 shares.
(5) Includes outstanding exercisable options to purchase 49,000 shares.
(6) Includes outstanding exercisable options to purchase 66,666 shares.
(7) Includes outstanding exercisable options to purchase 26,666 shares.
8
<PAGE>
(8) Includes outstanding exercisable options to purchase 12,500 shares.
9
<PAGE>
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
- ----------------------------------------------------------------------------
Michael O'Boyle, a director of the Company, is Chief Financial Officer
of Medlantic Healthcare Group and Senior Vice President, Finance of WHC. WHC
is the Company's largest customer. See Item 7. Management's Discussion And
Analysis of Financial Condition And Results Of Operations.
10
<PAGE>
===============================================================================
SIGNATURES
Pursuant to the requirement of Section 13 or 15 (d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this Report to be signed
on its behalf by the undersigned, thereunto duly authorized.
United Medicorp, Inc.
Date: May 15, 1996 By: /s/ Peter W. Seaman
---------------- ----------------------------
Peter W. Seaman, President
and Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this
Report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.
Signature Title Date
---------- ----- ----
/s/ J. Otis Winters May 15, 1996
- -------------------------
J. Otis Winters Chairman of the Board
/s/ Peter W. Seaman May 15, 1996
- -------------------------
Peter W. Seaman President and Chief Executive
Officer, Director
(Principal Accounting Officer)
/s/ Michael P. O'Boyle May 15, 1996
- -------------------------
Michael P. O'Boyle Director
/s/ Joseph A. Spiak May 15, 1996
- -------------------------
Joseph A. Spiak Director
11
===============================================================================
