As filed with the Securities and Exchange Commission on January 2, 1996.
Registration No. 33-63455
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------
AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
----------------------
MEDICAL INNOVATIONS, INC.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation or organization)
76-0280551
(I.R.S. Employer Identification No.)
----------------------
One Riverway, Suite 2300
Houston, Texas 77056
(713) 688-6600
(Address, including zip code, and telephone number, including area
code, of registrant's principal executive offices)
----------------------
Mark H. Fisher, President
One Riverway, Suite 2300
Houston, Texas 77056
(713) 688-6600
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
----------------------
Copy to:
John R. Boyer, Jr.
Boyer, Ewing & Harris Incorporated
Nine Greenway Plaza, Suite 3100
Houston, Texas 77046
(713) 871-2025
Approximate date of commencement of proposed sale to public: As soon as
practicable after the effective date of this Registration Statement.
----------------------
If the only securities being registered on this Form are to be offered
pursuant to dividend or 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]
----------------------
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>
MEDICAL INNOVATIONS, INC.
CROSS-REFERENCE SHEET
Pursuant to Rule 404(a) and Item 501(b) of Regulation S-K
<TABLE>
<CAPTION>
Item No. and Caption in Form S-3 Location in Prospectus
-------------------------------- ----------------------
<S> <C>
1. Forepart of Registration Statement and Outside Front
Cover page of Prospectus........................................Outside Front Cover Page
2. Inside Front and Outside Back Cover Pages of
Prospectus......................................................Inside Front and Outside Back Cover Pages
3. Summary Information, Risk Factors and Ratio of
Earnings to Fixed Charges.......................................The Company; Risk Factors
4. Use of Proceeds.................................................Use of Proceeds
5. Determination of Offering Price.................................Plan of Distribution
6. Dilution........................................................*
7. Selling Security Holders........................................Selling Stockholders
8. Plan of Distribution............................................Cover Page of Prospectus; Plan of Distribution
9. Description of Securities to be Registered......................Description of Capital Stock
10. Interest of Named Experts and Counsel...........................*
11. Material Changes................................................Recent Developments
12. Incorporation of Certain Information by Reference...............Incorporation of Certain Information
By Reference
13. Disclosure of Commission Position on
Indemnification for Securities Act Liabilities..................*
- ---------
</TABLE>
*Omitted from Prospectus because item is inapplicable or the answer thereto is
negative.
<PAGE>
PROSPECTUS
4,244,392 SHARES
MEDICAL INNOVATIONS, INC.
COMMON STOCK
---------------
This Prospectus related to the subsequent sale and offer for sale on
the over-the-counter market or otherwise of up to 4,244,392 shares (the
"Shares") of Common Stock, $0.0075 par value ("Common Stock") of Medical
Innovations, Inc. (the "Company") by certain stockholders of the Company (the
"Selling Stockholders"). See "Selling Stockholders." The Company will not
receive any of the proceeds from the sale of the Shares. The Common Stock of the
Company is traded in the over-the-counter market under the symbol "MIXX." On
December 28, 1995, the average of the closing bid and asked prices of the
Common Stock, as reported by the National Association of Securities Dealers
Automated Quotation System ("NASDAQ"), was $1.515625 per share.
---------------
SEE "RISK FACTORS" BEGINNING ON PAGE 3 FOR A DISCUSSION OF
CERTAIN FACTORS THAT SHOULD BE CONSIDERED PRIOR TO AN
INVESTMENT IN THE COMMON STOCK OFFERED HEREBY.
---------------
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.
---------------
The offering price will be the market price prevailing at the time of
sale or a negotiated price. See "Plan of Distribution." No underwriter is being
utilized in connection with this offering. All discounts, commissions or
concessions allowed to dealers, brokers or agents in connection with the sale of
the Shares will be paid by the Selling Stockholders. The Company is bearing
certain expenses in connection with the offering of the Shares, estimated at
approximately $75,000.00. See "Plan of Distribution" for further information
concerning the method by which the offering price for the Shares will be
determined and the possible sales expenses to be incurred by the Selling
Stockholders.
Estimated Proceeds
Price to Estimated to Selling
Public(1) Commissions Stockholders
- -------------------------------------------------------------------------------
Per Share......... $ 1.515625 $ 0.08 $ 1.435625
- -------------------------------------------------------------------------------
Total............. $6,432,906.62 $339,551.36 $6,093,355.26
(1) Estimated solely for the purpose of calculating the proceeds to the
Selling Stockholders. This estimate is based on the average of the
closing bid and asked prices of the Common Stock as reported by NASDAQ
on December 28, 1995.
---------------
THE DATE OF THIS PROSPECTUS IS JANUARY 2, 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"). Such reports and other information
can be inspected and copied at the public reference facilities maintained by the
Commission at 450 Fifth Street, N.W. Washington, D.C. 20549, and at regional
offices of the Commission at 7 World Trade Center, Suite 1300, New York, New
York 10048 and at Citicorp Center, 500 West Madison Street, Suite 1400, Chicago,
Illinois 60661; and copies of such material can be obtained from the Public
Reference Section of the Commission, Washington, D.C. 20549 at prescribed rates.
The Company has filed a Registration Statement on Form S-3 (the
"Registration Statement") under the Securities Act of 1933, as amended (the
"Securities Act") with the Commission with respect to the securities offered by
this Prospectus. For further information about the Company and the securities
offered hereby, reference is made to the Registration Statement and to the
exhibits as a part thereof. Statements contained in this Prospectus as to the
contents of any contract or other document are not necessarily complete and, in
each instance, reference is made to the copy of such contract or document filed
as an exhibit to the Registration Statement, each such statement being qualified
in all respects by such reference.
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The following documents, which the Company previously filed with the
Commission pursuant to the Exchange Act (file No. 0-17787), are incorporated and
made a part of this Prospectus by reference: (i) the Company's Annual Report on
Form 10-K for the fiscal year ended December 31, 1994, as amended by a Form
10-K/A, Amendment No. 1, filed on January 2, 1996; (ii)the Company's
Quarterly Reports filed on Form 10-Q for the quarters ended March 31, 1995 and
June 30, 1995; (iii) the Company's Quarterly Report filed on Form 10-Q for the
quarter ended September 30, 1995, as amended by a Form 10-Q/A, Amendment No. 1,
filed on January 2, 1996; (iv) the Company's Current Report on Form 8-K,
dated June 29, 1994, as amended by a Form 8-K/A, Amendment No. 1, dated
September 9, 1994; (v) the Company's Current Report on Form 8-K, dated May 19,
1995, as amended by a Form 8-K/A, Amendment No. 1, filed on August 2, 1995, and
by a Form 8-K/A, Amendment No. 2, filed on January 2, 1996; and (vi) the
description of the Common Stock contained in the Company's Registration
Statement on Form 8-A, dated May 26, 1989.
All documents filed by the Company pursuant to Section 13(a), 13(c), 14
or 15(d) of the Exchange Act after the date of this Prospectus and prior to the
termination of the offering made by this Prospectus will be deemed to be
incorporated by reference in this Prospectus and will be part hereof from the
date of filing of such documents. Any statement contained herein or in any
document incorporated by reference herein that is modified or superseded by a
statement in any document subsequently filed by the Company will be deemed to be
modified or superseded to the same extent for purposes of this Prospectus.
The Company will provide without charge to each person, including any
beneficial owner, to whom a copy of this prospectus is delivered, upon written
or oral request of such person, a copy of any and all information that has been
incorporated by reference herein (not including exhibits to the information that
is incorporated by reference unless such exhibits are specifically incorporated
by reference into the information that this Prospectus incorporates by
reference). Requests for copies should be directed to Mr. Mark H. Fisher,
President, Medical Innovations, Inc., One Riverway, Suite 2300, Houston, Texas
77056, telephone number (713) 680-6600.
2
<PAGE>
THE COMPANY
The Company is in the business of providing specialized and high-tech
home healthcare services, home medical equipment, homemaker services, and
intravenous therapies. This complement of home healthcare services is designed
to address the specific needs of patients in a variety of diagnostic groups,
including patients receiving treatment for cancer, diabetes, wounds, AIDS, and
high-risk pregnancies. The Company has a staff of full time nursing, homemaker,
pharmacy, and therapy personnel and access to carefully screened registries of
qualified clinicians, all of whom interact with physicians and implement a
customized plan of home healthcare for each patient.
The Company also is in the business of providing comprehensive home
healthcare management services under contractual arrangements with hospitals and
other providers. The home healthcare management division was formed in late
1993. In May 1995, the Company significantly expanded this division by adding
the operations of Hospital HomeCare Corporation ("HHCC"), a provider of hospital
home health management services.
The Company's executive offices are located at One Riverway, Suite
2300, Houston, Texas 77056, its telephone number is (713) 680-6800 and its
telecopy number is (713) 590-2520.
RISK FACTORS
THE SECURITIES OFFERED HEREBY ARE SPECULATIVE AND INVOLVE A HIGH DEGREE
OF RISK. THEREFORE, PROSPECTIVE INVESTORS SHOULD CAREFULLY CONSIDER THE
FOLLOWING RISK FACTORS AS WELL AS THE OTHER INFORMATION CONTAINED IN THIS
PROSPECTUS IN EVALUATING THE COMPANY AND ITS BUSINESS.
SUBSTANTIAL INDEBTEDNESS; LEVERAGE. The Company has total outstanding
indebtedness (including the current portion thereof) and total stockholders'
equity of approximately $12,012,000 and $9,191,000, respectively, as of
September 30, 1995. In addition, only about one half of the Company's
approximately $29,535,000 in total assets as of September 30, 1995 consisted of
tangible assets. The level of the Company's indebtedness could have important
consequences to the purchasers of the Shares, including (without limitation) the
following: (i) the Company's ability to obtain additional financing in the
future for working capital, capital expenditures, acquisitions or other
corporate purposes may be impaired; (ii) a significant portion of the Company's
cash flow from operations is used, and will continue to be used, to make
interest and scheduled principal payments on its indebtedness, thereby reducing
the funds available to the Company to fund its operations and future business
opportunities; (iii) virtually all of the Company's indebtedness is at floating
rates of interest, which could result in higher interest expense in the event of
an increase in interest rates; (iv) the Company's credit facility with its bank
contains financial and other restrictive covenants that could limit the
Company's operating and financing flexibility and, if violated, would result in
an event of default that could preclude the Company's access to credit under its
revolving credit facility or otherwise have a material adverse effect on the
Company; and (v) the Company may be more vulnerable to general economic and
industrial downturns.
REIMBURSEMENT BY THIRD PARTY PAYORS. Virtually all of the Company's
revenue is attributable to amounts received from third-party payors. In an
effort to contain medical costs, third-party payors are seeking to impose lower
reimbursement and utilization rates and to negotiate reduced payment schedules
with service providers. As a result, historical levels of revenue per patient
for medical services have been reduced. Any further reduction in reimbursement
levels, or other changes to reimbursement practices, may have an adverse effect
on the Company's operations.
RELIANCE ON GOVERNMENT PROGRAMS. Over 80% of the Company's revenue is
currently attributable to Medicare, Medicaid and other government programs.
Amounts due from such
3
<PAGE>
government payors are subject to some scrutiny prior to reimbursement and, with
certain payors, are subject to examination and retroactive adjustment after
reimbursement. In the past, the Company has experienced some delays in receiving
reimbursement from such government programs on a timely basis, and currently has
a significant amount due from government programs in excess of the normal amount
of receivables for the operations in question. In addition, due to the
uncertainties involved in the reimbursement process of these programs, the
Company has experienced material adjustments to its reserves for government
program settlements in the past. Any increase in the amount of receivables that
are subject to delay, any increase in the length of such delays, any material
negative adjustment to the Company's reserves, or any other change in the
reimbursement practices of these programs may have any adverse effect on the
Company's operations.
COLLECTIONS OF CERTAIN AMOUNTS DUE. The Company is currently
experiencing certain difficulties in connection with the reimbursement of
approximately $550,000 of receivable claims from the Medicaid intermediary in
Nevada, which claims have been denied and are subject to an informal appeal to
the Nevada Medicaid program. In addition, approximately $600,000 is due under an
expired management contract that is currently the subject of a dispute. There
can be no assurance that the Company will be able to recover any of these
amounts.
LENGTHY COLLECTION PERIODS; LIQUIDITY. Because of the lengthy
collection periods associated with receivables from third-party payors,
including government programs, and the collection difficulties discussed above,
the Company's cash flow may at times be insufficient to meet its cash
requirements. The Company at times has been required to borrow short-term funds
to meet its ongoing obligations and may be required to do so in the future. If
such funds are not available on favorable terms, the Company will have to borrow
the funds on unfavorable terms, or default in the payment of certain of its
obligations, either of which may have a material adverse effect on the Company.
As of September 30, 1995, the Company had approximately $5,640,000 in withheld
and delayed receivables, including the $1,150,000 subject to collection
difficulties discussed above.
SUBSTANTIAL INDEBTEDNESS DUE WITHIN ONE YEAR. Of the Company's total
indebtedness of approximately $12,012,000, approximately $11,054,000 is payable
within one year from September 30, 1995. Much of this indebtedness is under
credit facilities with the Company's bank that mature at various times over the
next year. Many of the Company's credit facilities are guaranteed by the
president and another director of the Company. In addition, the Company's note
with its bank in the principal amount of $5,450,000 (the "Bank Note"), which
matures on June 30, 1996, is secured by collateral pledged to the bank by the
president, another director and a stockholder of the Company. If the Company
cannot continue to supply the guarantees referenced above, or the collateral is
no longer available to secure the Bank Note, the Company will have great
difficulty in refinancing its current indebtedness as its credit facilities
mature. If the Company cannot refinance its current indebtedness, it is unlikely
that the Company will be able to repay such credit facilities and such payment
default would have a material adverse effect on the Company.
NO ASSURANCE OF A MARKET FOR COMMON STOCK; ILLIQUID SECURITIES. The
Common Stock is not listed on an exchange at this time. Therefore, there is
currently only a limited public market for the Company's Common Stock. No
assurance can be given that a market for the Common Stock will continue
subsequent to this offering or that purchasers will be able to liquidate their
investment without considerable delay, if at all, or to obtain accurate
quotations as to the price of the Common Stock. If a market does continue, the
price may be highly volatile. Also, some brokerage firms may not effect
transactions in securities that trade below a stipulated price. Further, most
lending institutions will not permit the use of low-priced or thinly traded
securities as collateral for loans.
The Securities Enforcement and Penny Stock Reform Act of 1990 requires
delivery, prior to any transaction involving a penny stock, of a disclosure
schedule explaining the penny stock market
4
<PAGE>
and the risks associated therewith. In addition, broker/dealers who recommend
penny stocks to persons other than established customers and accredited
investors must make a special written suitability determination for the
purchaser and receive the purchaser's written agreement to the transaction prior
to sale. A penny stock is generally defined any equity security that has a
market price of less than $5.00 per share, subject to certain exceptions. Such
exceptions include any equity security listed on the NASDAQ Small-Cap market and
any equity security issued by an issuer that has (i) net tangible assets of at
least $2,000,000 if such issuer has been in continuous operation for three
years, (ii) net tangible assets of at least $5,000,000 if such issuer has been
in continuous operation for less than three years, (iii) average annual revenue
of at least $5,000,000 if such issuer has been in continuous operation for three
years, or (iv) average annual revenue of at least $6,000,000 if such issuer has
been in continuous operation for less than three years.
Although the Common Stock currently falls within the exceptions
included in the definition of a penny stock, as it is listed on the NASDAQ
Small-Cap Market, has been in continuous operation for three years, and has
tangible net assets in excess of $2,000,000 and average annual revenue of at
least $5,000,000, in the event the Common Stock were subsequently to become
characterized as a penny stock, the market liquidity for the Common Stock could
be severely affected. In such event, the regulations on penny stocks could limit
the ability of broker/dealers to sell the Common Stock, and thus the ability of
purchasers of the Common Stock to resell their shares.
GROWTH THROUGH ACQUISITIONS. The Company's recent growth to a large
extent has been the result of acquisitions. The Company is continually reviewing
possible acquisitions of operations that are complementary to the Company's
existing business. There can be no assurance that suitable acquisition
candidates can be found or that recent or future acquisitions will be
successful. If the Company is unable to find or consummate suitable acquisitions
in the future, it could impede future growth. If the Company is able to complete
acquisitions in the future, such acquisitions would likely be financed through
either the issuance of additional shares of Common Stock, or options or warrants
to purchase shares of Common Stock, which would dilute the percentage ownership
of existing stockholders, the issuance of debt instruments or other increases in
the Company's borrowing, which would increase the Company's leverage position,
or a combination of both. In addition, there can be no assurance that such
acquisitions will be successfully integrated into the Company. Any such failure
to adequately integrate recent or future acquisitions may adversely impact
operations or profitability.
SHARES ELIGIBLE FOR SALE. Of the 15,923,880 shares of Common Stock
outstanding as of the date of this Prospectus, approximately 9,712,000 shares,
including 3,830,392 shares to be sold by Selling Stockholders hereunder, are
"restricted securities" as that term is defined under Rule 144 promulgated under
the Securities Act. In general, under Rule 144 a person (or persons whose shares
are aggregated) who has satisfied a two-year holding period, may sell within any
three-month period, a number of shares which does not exceed the greater of one
percent of the then outstanding shares of Common Stock or the average weekly
trading volume during the four calendar weeks prior to such sale. Rule 144 also
permits the sale of shares, without any quantity limitation, by a person who is
not an affiliate of the Company and who has beneficially owned the shares for a
minimum of three years. Of the restricted shares of Common Stock, the Company
believes that the two-year holding period requirement has been met as to
approximately 5,984,000 of the restricted shares held by existing stockholders.
In addition, an aggregate of 4,977,000 shares of Common Stock are issuable, or
reserved for issuance, under the Company's stock option plans and various stock
options and stock purchase warrants granted by the Company. The Company has
registered the issuance of 2,100,000 of those shares that are issuable upon
exercise of options granted, or to be granted, under the Company's stock option
plans and the resale of 414,000 shares issuable under stock purchase warrants is
being registered hereby. Any sale into the market of a substantial number of
these shares could adversely affect the prevailing market price of the Common
Stock and impair the future ability of the Company to raise capital through the
issuance of new securities.
5
<PAGE>
DEPENDENCE ON KEY PERSONNEL. The operations of the Company are
dependent upon, among other things, the active participation of Mark H. Fisher,
its President and Chief Executive Officer, and its other executive officers and
key personnel. The Company has not obtained "key man" insurance on the life of
Mr. Fisher, but is currently in the process of obtaining such insurance in an
amount of not less than $1,000,000. The Company currently has key man insurance
in the amount of $1,000,000 on the life of Arthur L. Rice, President of HHCC and
a director. The Company does not have an employment agreement with Mr. Fisher or
with Thomas J. Kaled, Executive Vice President and a director, but does have
employment agreements with Mr. Rice, Larry V. Campbell, Chief Operating Officer,
David C. Horn, Chief Financial Officer, and Douglas S. Johnston, General Counsel
and Secretary. Failure of the Company to retain Mr. Fisher, or other executive
officers or key personnel, and to attract and retain additional qualified
personnel could adversely affect the Company's operations.
CONTROL CONSIDERATIONS. Prior to this offering approximately 57% of the
Company's outstanding shares of Common Stock were beneficially owned by officers
and directors of the Company, or their family members. Virtually all of the
remaining shares of Common Stock are held by the public. In addition, Mark H.
Fisher, President of the Company, and Harvey R. Houck, Jr., a director of the
Company, along with a shareholder of the Company, hold warrants that entitle the
holders to purchase all of the 100 shares of the Company's class A preferred
stock (the "Class A Stock") that, under certain circumstances, is entitled to
elect a majority of the Company's Board of Directors, for the purchase price of
$100.00 per share (the "Preferred Warrants"). The recipients of the Preferred
Warrants have executed a Voting Trust Agreement governing the Preferred Warrants
and any shares of preferred stock issued upon exercise of the Preferred
Warrants, which provides for Mr. Houck, as trustee, to vote all shares of the
preferred stock issued upon exercise of the Preferred Warrants. The Preferred
Warrants, however, are only exercisable upon default by the Company in payment
of certain debt guaranteed by the holders of the Preferred Warrants. As a
result, current management of the Company generally, and Messrs. Fisher and
Houck specifically, will exercise significant influence over the direction of
the Company and will be able to control its business and affairs for the
foreseeable future.
LIABILITY AND INSURANCE. The nature of the Company's business is such
that it is exposed to potential liabilities for personal injuries inherent in
healthcare operations. Claims against the Company, if successful, could result
in substantial damage awards. Although the Company maintains a level of
insurance that it considers adequate, there can be no assurance that any
particular claim will be covered, or will not exceed the coverage limits of,
such insurance, or that the Company will continue to be able to maintain such
insurance coverage on acceptable terms.
ABSENCE OF DIVIDENDS. The Company anticipates that any earnings will be
retained for the development of the Company's business, and that no dividends
will be paid on the Common Stock in the foreseeable future. Investors who need
immediate income from their investment should refrain from the purchase of the
securities being offered.
GOVERNMENT REGULATION. The healthcare services provided by the Company
are subject to substantial regulation by the various states in which the Company
operates, and by various federal agencies.
STATE REGULATION. Healthcare services are subject to substantial
regulation by the various states in which the Company conducts its business. In
particular, the Company's facilities are subject to state laws governing
pharmacies, home health agencies, nursing services, health planning and
professional ethics. These regulations impose substantive standards on the level
of home healthcare provided, as well as licensing and record keeping
requirements. Such licenses generally require annual renewal. The state
governmental bodies that presently regulate the Company are the state
departments of
6
<PAGE>
health, the state boards of pharmacy and the state departments of public safety.
Additionally, the Company's nurses and pharmacists are licensed by respective
state agencies. The failure of a facility to obtain, renew or maintain any
required regulatory approvals or licenses could adversely affect continued
expansion of the Company and could prevent such facility from offering its
existing services to patients.
Some of the states in which the Company operates have laws that
prohibit certain direct and indirect payments or fee-splitting arrangements
between healthcare providers and referral sources that are designed to induce or
encourage the referral of patients to, or the recommendation of, a particular
provider for medical products and services. In addition, some states restrict
certain business relationships between physicians and pharmacies. Possible
sanctions for violation of these restrictions include loss of licensure and
civil and criminal penalties. These statutes vary from state to state, are often
vague and have seldom been interpreted by the courts or regulatory agencies.
FEDERAL REGULATION. The Company has Medicare-certified home healthcare
agencies in Texas, Virginia and Nevada. The Health Care Financing Administration
of the Department of Health and Human Services regulates, through its selected
intermediaries and administrators, certain controls and standards applicable to
the provision of services and reimbursement of those services to Medicare
patients. The United States Food and Drug Administration and Drug Enforcement
Agency also requires each facility containing a pharmacy to be registered to
dispense controlled substances. The business of the Company may be impacted by
changes in these regulations. In addition, the Company is subject to laws and
regulations which relate to business corporations in general, including
antitrust laws, occupational health and safety laws and environmental laws
which, among other things, include the disposal, transportation, and handling of
hazardous and infectious wastes.
The Company is also subject to Section 112B(b) of the Social Security
Act (commonly known as the Federal Illegal Remuneration Law), which prohibits
certain actions and practices deemed by Congress to be fraudulent or abusive in
nature. In particular, the Federal Illegal Remuneration Law prohibits financial
arrangements between providers of healthcare services to government healthcare
program (including Medicare and Medicaid) beneficiaries, such as the Company,
and potential referral sources, such as physicians, that are designed to induce
patient referrals to the providers. The Federal Illegal Remuneration Law
contains both civil and criminal sanctions. The prohibitions contained in this
statute have been broadly construed by federal cases and administrative agencies
charged with enforcement of the statute and apply to any type of financial
transaction between providers of healthcare services to Medicare and Medicaid
beneficiaries and referral sources.
In addition to the Federal Illegal Remuneration Law, Section 1877 of
the Social Security Act (commonly known as the Stark Law) imposes certain
restrictions upon referring physicians and providers of certain designated
health services under the Medicare and Medicaid programs. Subject to certain
exceptions, the Stark Law provides that if a physician (or a family member of a
physician) has a financial relationship with an entity, (i) the physician may
not make a referral to the entity for the furnishing of designated health
services reimbursable under the Medicare and Medicaid programs, and (ii) the
entity may not bill for designated health services furnished pursuant to a
prohibited referral. Entities and physicians committing an act in violation of
the Stark Law are subject to civil money penalties and exclusion from the
Medicare and Medicaid programs. The designated health services include home
health services, outpatient prescription drugs, durable medical equipment, and
other services furnished through the Company's facilities. Financial
relationships subject to the Stark Law are defined to include compensation
arrangements, as well as investment interests such as that held by investors in
the Company. Thus, physicians who invest in the Company, or have family members
who invest in the Company, will be prohibited from referring Medicare and
Medicaid patients to facilities owned by the Company.
7
<PAGE>
COMPLIANCE. The Company believes that it is in material compliance with
all applicable laws and regulations. The Company is unable to accurately predict
what additional legislation, if any, may be enacted in the future relating to
the Company's business or the healthcare industry, including third-party
reimbursement, or what effect any such legislation may have on the Company.
HEALTHCARE REFORM INITIATIVES. In addition to extensive, existing
healthcare regulation, there have been numerous initiatives on the federal and
state levels for comprehensive reforms affecting the payment for and
availability of healthcare services. The United States Congress is currently
reviewing extensive Medicare reform, which may include drastic changes to the
healthcare industry as providers face pressure to contain costs associated with
Medicare. In addition, the Company anticipates that both Congress and state
legislatures will continue to review comprehensive reform legislation that may
effect fundamental changes in the nation's healthcare system. The scope of any
healthcare reform, whether at the federal or state level, is uncertain. The
profitability of the Company, however, could be adversely effected by any new
government regulation limiting the levels of reimbursement.
COMPETITION. The home healthcare industry includes thousands of
providers nationally and is intensely competitive. Although the market is highly
fragmented, there are several major providers of home healthcare services, home
medical equipment, homemaker services, and intravenous therapies and there are
increasing pressures toward market consolidation and vertical integration. There
are also several providers of home heathcare management services. The Company
currently competes, directly and indirectly, with services and products offered
by a variety of existing home healthcare companies, hospitals, physician groups
and other healthcare organizations. Many of the Company's competitors are larger
and have significantly greater resources than the Company. The increasing role
of third party payors in directing patients to specific companies and the
economies of scale associated with larger operations may result in further
market consolidation. Additionally, the present demand for the kinds of services
and products offered by the Company may cause others, including large hospitals,
healthcare companies and medical supply companies, to enter the market.
USE OF PROCEEDS
All of the Shares are being sold for the account of the Selling
Stockholders. The Company, therefore, will not receive any of the proceeds of
this offering.
PLAN OF DISTRIBUTION
The Company understands that the Shares will not be offered through
underwriters. The Selling Stockholders intend to offer the Shares (i) through
dealers or in ordinary broker transactions, (ii) direct sales to purchasers or
sales effected through an agent or (iii) combinations of any such methods. The
Shares will be sold at market prices prevailing at the time of sale or at
negotiated prices. The Company is not aware of any arrangements made by the
Selling Stockholders with any brokerage firm or otherwise regarding the sale of
the Shares prior to the date of this Prospectus. Dealers and brokers involved in
the offering and sale of the Shares may receive compensation in the form of
discounts or commissions from the Selling Stockholders or from the purchasers of
the Shares. The Selling Stockholders and any dealers or brokers that participate
in the distribution of the Shares may be deemed to be underwriters, and any
profit on the sale of the Shares or any discounts, commissions or concessions
received by any dealers or brokers might be deemed by the National Association
of Securities Dealers to constitute underwriting compensation for purposes of
the Association's Rules of Fair Practice.
8
<PAGE>
SELLING STOCKHOLDERS
The following table sets forth, as of December 28, 1995, the name of
each of the Selling Stockholders, the number of shares of Common Stock which may
be regarded as beneficially owned by such Selling Stockholders, and the number
of Shares being offered hereby by such Selling Stockholders.
<TABLE>
<CAPTION>
SHARES BENEFICIALLY OWNED NUMBER OF SHARES BENEFICIALLY OWNED
PRIOR TO THE OFFERING SHARES SUBSEQUENT TO THE OFFERING
--------------------- --------------------------
SELLING STOCKHOLDER NUMBER PERCENT OFFERED NUMBER PERCENT
------------------- ------ ------- ------- ------ -------
<S> <C> <C> <C> <C> <C> <C>
Robert Gentile 380,952 (1) 2.4% 380,942 -0- *
Michael Mandel 101,967 (2) * 101,967 -0- *
M. H. Meyerson & Co., Inc. 350,000 (3) 2.2% 350,000 -0- *
The Monarch Trust 85,000 (4) * 85,000 -0- *
Arthur and Virginia Rice 2,033,609 (5) 12.8% 2,033,609 -0- *
Kenneth Rice 120,820 (6) * 120,820 -0- *
Lucille Rice Roberts 120,820 (6) * 120,820 -0- *
Lauretta Rice Colvin 493,612 (7) 3.1% 493,612 -0- *
Angela Rice McBride 493,612 (7) 3.1% 493,612 -0- *
The Wall Street Group, Inc. 64,000 (8) * 64,000 -0- *
- --------------
</TABLE>
* Less than 1%
(1) Includes 380,952 shares of Common Stock received in connection with the
Company's April 1994 acquisition of all of the outstanding stock of PRN
Home Health Care, Inc. and its affiliated companies. Mr. Gentile is
currently employed by the Company.
(2) Includes 101,967 shares of Common Stock received in connection with the
Company's September 1993 acquisition of all of the outstanding stock of
Advance Healthcare, Inc.
(3) Includes 350,000 shares of Common Stock to be issued pursuant to a
currently exercisable warrant granted pursuant to an April 1992 agreement
with the Selling Stockholder to provide investment banking services to the
Company for a two and one-half year term.
(4) Includes 85,000 shares of Common Stock issued in connection with the
Company's July 1995 acquisition of a minority interest in its Pensacola,
Florida operations from an affiliate of the Selling Stockholder. An
affiliate of the Selling Stockholder may receive potentially material
finder's fees from the Company if the Company enters into certain
transactions with five contacts identified by such affiliate.
(5) Includes 2,033,609 shares of Common Stock issued in May 1995 by the
Company in exchange for all of the outstanding stock of HHCC (the "HHCC
Merger"). Includes 101,680 shares of Common Stock held in escrow, which
shares will be transferred to Mr. and Mrs. Rice, subject to any right of
offset the Company may have against such shares for indemnification claims
relating to the HHCC Merger. Mr. Rice is a director of the Company and the
President of HHCC.
(6) Includes 120,820 shares received in connection with the HHCC Merger.
Includes 6,041 shares of Common Stock held in escrow, which shares will be
transferred to the Selling Stockholder, subject to any right of offset the
Company may have against such shares for indemnification claims relating
to the HHCC Merger. The Selling Stockholder is a sibling of Arthur Rice, a
director of the Company.
(7) Includes 493,612 shares received in connection with the HHCC Merger.
Includes 24,681 shares of Common Stock held in escrow, which shares will
be transferred to the Selling Stockholder, subject to any right of offset
the Company may have against such shares for indemnification claims
relating to the HHCC Merger. The Selling Stockholder is the daughter of
Arthur Rice, a director of the Company.
(8) Includes 64,000 shares of Common Stock to be issued pursuant to a
currently exercisable warrant granted pursuant to a May 1992 agreement
with the Selling Stockholder to provide public relations consulting
services to the Company. Also, in October 1993, the Company issued 47,837
shares of Common Stock to an affiliate of the Selling Stockholder as
payment for amounts owed by the Company to the Selling Stockholder for
public relations consulting services rendered, which shares were sold in
April 1995.
DESCRIPTION OF CAPITAL STOCK
The capital stock of the Company consists of 78,000,000 authorized
shares of which 75,000,000 are designated Common Stock, with a par value of
$.0075 per share, and 3,000,000 are designated preferred stock, with a par value
of $.01 per share (the "Preferred Stock").
9
<PAGE>
COMMON STOCK
As of December 28, 1995, there were 15,927,880 shares of Common Stock
issued and outstanding, with an aggregate of 4,977,000 shares of Common Stock
reserved for issuance under the Company's stock option plans and various stock
options and stock purchase warrants granted by the Company.
The holders of Common Stock are entitled to receive such dividends, if
any, as may be declared from time to time by the Board of Directors in its
discretion from funds legally available therefor. Upon liquidation or
dissolution of the Company and the satisfaction of creditors and the preferences
and rights of holders of Preferred Stock outstanding, if any, the holders of
shares of Common Stock are entitled to receive all assets remaining available
for distribution to the stockholders. All of the outstanding shares of Common
Stock are fully paid and nonassessable, and the shares of Common Stock to be
outstanding upon completion of this offering will be fully paid and
nonassessable. All voting rights for directors are noncumulative, which means
that the holders of a majority of the shares of Common Stock entitled to vote at
a stockholder's meeting present in person or by proxy can elect all of the
directors if they choose to do so, and in such event, the holders of the
remaining shares will not be able to elect any directors. Holders of shares of
Common Stock are entitled to one vote per share on all matters to be voted on by
stockholders. A quorum for a meeting of stockholders consists of a majority of
the shares entitled to vote at such meeting present in person or by proxy. The
Common Stock has no preemptive, exchange or conversion rights.
STATUTORY BUSINESS COMBINATION PROVISION
Section 203 of the Delaware General Corporation Law ("Section 203")
restricts certain transactions between a corporation organized under Delaware
law (or its majority-owned subsidiaries) and any person holding 15% or more of
the corporation's outstanding voting stock, together with the affiliates or
associates of such person (an "Interested Stockholder"). Section 203 prevents,
for a period of three years following the date that a person becomes an
Interested Stockholder, the following types of transactions between the
corporation and the Interested Stockholder (unless certain conditions, described
below, are met): (i) mergers or consolidations, (ii) sales, leases, exchanges or
other transfers of 10% or more of the aggregate assets of the corporation, (iii)
issuances or transfers by the corporation of any stock of the corporation which
would have the effect of increasing the Interested Stockholder's proportionate
share of the stock of any class or series of the corporation, (iv) any other
transaction which has the effect of increasing the proportionate share of the
stock of any class or series of the corporation which is owned by the Interested
Stockholder, and (v) receipt by the Interested Stockholder of the benefit
(except proportionately as a stockholder) of loans, advances, guarantees,
pledges or other financial benefits provided by the corporation.
The three-year ban does not apply if either the proposed transaction or
the transaction by which the Interested Stockholder became an Interested
Stockholder is approved by the board of directors of the corporation prior to
the date such stockholder becomes an Interested Stockholder. Additionally, an
Interested Stockholder may avoid the statutory restriction if, upon the
consummation of the transaction whereby such stockholder becomes an Interested
Stockholder, the stockholder owns at least 85% of the outstanding voting stock
of the corporation without regard to those shares owned by the corporation's
officers and directors or certain employee stock plans. Business combinations
are also permitted within the three-year period if approved by the board of
directors and authorized at an annual or special meeting of stockholders by the
holders of at least 66 2/3% of the outstanding voting stock not owned by the
Interested Stockholder. In addition, any transaction is exempt from the
statutory ban if it is proposed at a time when the corporation has proposed, and
a majority of certain continuing directors of the corporation have approved, a
transaction with a party who is not an Interested Stockholder of the corporation
(or who becomes such with board approval) if the proposed
10
<PAGE>
transaction involves (i) certain mergers or consolidations involving the
corporation, (ii) a sale or other transfer of over 50% of the aggregate assets
of the corporation or (iii) a tender or exchange offer for 50% or more of the
outstanding voting stock of the corporation.
A corporation may, at its option, exclude itself from the coverage of
Section 203 by amending its certificate of incorporation or bylaws by action of
its stockholders to exempt itself from coverage. Such bylaw or charter amendment
will not become effective until 12 months after the date it is adopted. The
Company has not adopted such a charter or bylaw amendment and therefore will be
covered by Section 203.
PREFERRED STOCK
The Board of Directors is authorized, without any further action by the
stockholders, to establish the terms and approve the issuance of shares of
Preferred Stock from time to time in such series, to divide such shares of
Preferred Stock into one or more classes or series and, in connection with the
creation of any such class or series, to fix the designation, powers and
relative, participatory, optional or other special rights of such class or
series, and the qualifications, limitations, or restrictions thereof. No shares
of Preferred Stock have been issued as of the date of this Prospectus, but the
Board of Directors has authorized the issuance of the 100 shares of Class A
Stock upon exercise of the Preferred Warrants. The Class A Stock is not
purchasable under the Preferred Warrants unless the Company is in default on the
Bank Note, which Bank Note is secured by collateral (marketable securities)
pledged to the bank by the holders of the Preferred Warrants, the holders of the
Preferred Warrants are in default under the related collateral maintenance
agreements, or the bank liquidates the collateral of the holders of the
Preferred Warrants. Although the Board has no current plans to authorize the
issuance of any additional shares of Preferred Stock, any such issuance could
have the effect of diluting the earnings per share and book value of existing
shares of Common Stock, and such additional shares could adversely affect the
voting power of the holders of Common Stock and otherwise could be used to
dilute the ownership of persons seeking to gain control of the Company.
For so long as the aggregate outstanding balance of the note issued to
the former shareholders of Physicians Visiting Nurse Service, Inc. in connection
with the Company's acquisition thereof (the "PVNS Note") and the Bank Note is
$3,250,000 or more, the holders of the outstanding shares of Class A Stock,
voting separately as a class, have the right to elect seven directors of the
Company with the holders of the Common Stock, voting separately as a class,
being entitled to elect six directors of the Company. For so long as the
aggregate outstanding balance of the PVNS Note and the Bank Note is less than
$3,250,000, the holders of the outstanding shares of Class A Stock, voting
separately as a class, have the right to elect three directors of the Company
with the holders of the Common Stock, voting separately as a class, being
entitled to elect six directors of the Company. At any time after the
outstanding balance of the PVNS Note and the Bank Note is less than $1,175,000
the Company may redeem all or any of the issued shares of the Class A Stock by
paying the holder or holders thereof $100.00 per share.
RECENT DEVELOPMENTS
Effective September 1, 1995, the Company and Horizon/CMS Homecare
Corporation ("Horizon") entered into a five-year management contract under which
the Company will start-up and manage the home care nursing operations of
Horizon's long-term care centers and specialty and rehab hospitals throughout
the nation. The agreement with Horizon continues the Company's efforts to enter
into home care management contracts with large providers and follows the
recently completed six-month management contract with Century Health Services.
11
<PAGE>
FINANCIAL STATEMENTS
The Company has not included in this prospectus pro forma financial
statements for the period ended September 30, 1995 because the Company's
financial statements included in its Quarterly Report on Form 10-Q for the
period ended September 30, 1995 are restated to reflect the HHCC Merger, which
was accounted for as a pooling-of-interests transaction, and which was the only
material acquisition completed by the Company since December 31, 1994.
12
<PAGE>
No dealers, salesmen, or any other person has been authorized to give any
information or to make any representation not contained in this Prospectus and,
if given or made, such information or representation must not be relied upon as
having been so authorized. This Prospectus does not constitute an offer to sell
or a solicitation of an offer to buy any of the securities offered hereby in any
jurisdiction to any person to whom it is unlawful to make such offer in such
jurisdiction. Neither the delivery of this Prospectus nor any sale made
hereunder shall, under any circumstances, create any implication that the
information contained herein is correct as of any time subsequent to its date
hereof or that there has been no change in the affairs of the Company since such
date.
TABLE OF CONTENTS
Available Information........................ 2
Incorporation of Certain
Information by Reference................... 2
The Company.................................. 3
Risk Factors ................................ 3
Use of Proceeds.............................. 8
Plan of Distribution......................... 8
Selling Stockholders......................... 9
Description of Capital Stock................. 9
Recent Developments.......................... 11
Financial Statements......................... 12
4,244,392 SHARES
MEDICAL
INNOVATIONS
COMMON STOCK
---------------------------
PROSPECTUS
---------------------------
JANUARY 2, 1996
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
Expenses to be paid by the Company in connection with the distribution
of the securities being registered hereby are estimated as follows:
Registration fee................................. $ 2,904.30
Reproduction and printing expenses............... 5,000.00
Legal fees and expenses.......................... 25,000.00
Blue Sky filing fees and related expenses,
including counsel ......................... 2,000.00
NASD fee......................................... 1,342.00
Accounting fees and expenses..................... 37,000.00
Miscellaneous.................................... 1,753.70
------------
Total...................................... $ 75,000.00
- ------------------
ITEM 15. INDEMNIFICATION OF OFFICERS AND DIRECTORS
As permitted by the Delaware General Corporation Law (the "Delaware
Code"), the Registrant's Certificate of Incorporation provides that a director
of the Registrant shall have no personal liability to the Registrant or its
stockholders for monetary damages for breach or alleged breach of fiduciary duty
as a director. This provision has no effect on the liability of a director (i)
for any breach of the director's duty of loyalty to the Registrant or its
stockholders, (ii) for acts or omissions not in good faith or involving
intentional misconduct or knowing violations of law, (iii) under Section 174 of
Title 8 of the Delaware Code for illegal payment of dividends, stock
repurchases, or stock redemption, and (iv) for any transaction from which a
director derived an improper personal benefit.
Also pursuant to the Delaware Code, the Registrant's Certificate of
Incorporation sets forth the extent to which the Registrant is authorized to
indemnify its directors, officers, employees and agents. The Registrant may
indemnify any person subject to any action by reason of the fact that he is or
was a director, officer, employee or agent of the Registrant so long as he acted
in good faith and in a manner which he believed was not opposed to the best
interests of the Registrant and, with respect to any criminal action, he had no
reasonable cause to believe his conduct was unlawful. In any action by or in
right of the Registrant, however, indemnity may not be made for any claim, issue
or matter as to which such person is adjudged liable to the Registrant. To the
extent that a director, officer, employee or agent is successful on the merits
of any action described above, indemnification by the Registrant is mandatory.
Any determination that indemnification by the Registrant in a specific case is
proper must be made by the stockholders of the Registrant, a majority of
uninterested directors or independent legal counsel. The Registrant must advance
to officers and directors their expenses incurred in defending a civil or
criminal action in advance of the final disposition of such action upon
II-1
<PAGE>
receipt of an undertaking by or on behalf of the director or officer to repay
such amounts if it is determined by a court of competent jurisdiction that he is
not entitled to be indemnified by the Registrant.
The Certificate of Incorporation also authorizes the Registrant to
purchase and maintain insurance, or make other financial arrangements, on behalf
of any director, officer, employee or agent of the Registrant for any liability
incurred by him in his capacity as such, whether or not the Registrant has the
authority to indemnify him against such liability. The Company maintains
directors and officers insurance in the amount of $1,000,000, with a $100,000
deductible for claims other than Securities and Exchange Commission claims, for
which there is a $250,000 deductible, that is effective through June 13, 1996.
ITEM 16. EXHIBITS
(A) EXHIBITS
An asterisk below indicates an exhibit filed herewith. Two asterisks indicate an
exhibit previously filed with the Securities and Exchange Commission as an
exhibit to Registrant's Registration Statement on Form S-18, Registration No.
33-22898-D (the "S-18"), such exhibit being incorporated from the exhibits to
the S-18 by reference. The number in parentheses following the description of
each such exhibit is the number of such exhibit in the S-18.
EXHIBIT NO. EXHIBIT TITLE
----------- -------------
**4.1 -- Specimen Unit Certificate (including Specimen Certificate
for Shares of Common Stock) (4.1(a))
5.1 -- Opinion of Boyer, Ewing & Harris Incorporated
*24.1 -- Consent of Price Waterhouse
24.2 -- Consent of Boyer, Ewing & Harris Incorporated is
contained in Exhibit 5.1 to this Registration Statement
25.1 -- A power of attorney, pursuant to which
amendments to this Registration Statement may be
filed, is included in the signature pages
contained in Part II of this Registration
Statement
ITEM 17. UNDERTAKINGS
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.
II-2
<PAGE>
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 of 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:
(1) To file, during any period in which offers or sales are 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 therof) 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.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendments 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.
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<PAGE>
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES EXCHANGE ACT OF 1933, AS
AMENDED, THE REGISTRANT HAS DULY CAUSED THIS AMENDMENT NO. 1 TO THIS
REGISTRATION STATEMENT ON FORM S-3 TO BE SIGNED ON ITS BEHALF BY THE
UNDERSIGNED, THERETO DULY AUTHORIZED, IN THE CITY OF HOUSTON, STATE OF TEXAS, ON
JANUARY 2, 1996.
MEDICAL INNOVATIONS, INC.
By: MARK H. FISHER
Mark H. Fisher, Chairman of the Board,
President and Chief Executive Officer
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES EXCHANGE ACT OF 1933, AS
AMENDED, THIS AMENDMENT NO. 1 HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE
CAPACITIES AND ON THE DATES INDICATED.
<TABLE>
<CAPTION>
SIGNATURES TITLES DATE
---------- ------ ----
<S> <C> <C>
MARK H. FISHER Chairman of the Board of Directors, January 2, 1996
(MARK H. FISHER) President and Chief Executive Officer
(principal executive officer)
DAVID C. HORN Vice President, Treasurer and January 2, 1996 -
(DAVID C. HORN) Chief Financial Officer (principal
financial officer)
ROGER S. HUNTINGTON Controller (principal accounting officer) January 2, 1996
(ROGER S. HUNTINGTON)
THOMAS J. KALED Executive Vice President and Director January 2, 1996
(THOMAS J. KALED)
HARVEY R. HOUCK, JR.* Director January 2, 1996
(HARVEY R. HOUCK, JR.)
PHILLIP A. TUTTLE* Director January 2, 1996
(PHILIP A. TUTTLE)
</TABLE>
A Power of Attorney authorizing Mark H. Fisher to execute amendments to
this Registration Statement on behalf of the above named directors and officers
was included in the Registration Statement as originally filed by the Registrant
with the Commission on October 17, 1995.
* By: MARK H. FISHER
(Mark H. Fisher)
Attorney-in-Fact
II-5
<PAGE>
INDEX TO EXHIBITS
An asterisk below indicates an exhibit filed herewith. Two asterisks indicate an
exhibit previously filed with the Securities and Exchange Commission as an
exhibit to Registrant's Registration Statement on Form S-18, Registration No.
33-22898-D (the "S-18"), such exhibit being incorporated from the exhibits to
the S-18 by reference. The number in parentheses following the description of
each such exhibit is the number of such exhibit in the S-18.
EXHIBIT NO. EXHIBIT TITLE PAGE
- ----------- ------------- ----
**4.1 -- Specimen Unit Certificate (including Specimen Certificate for
Shares of Common Stock) (4.1(a))
5.1 -- Opinion of Boyer, Ewing & Harris Incorporated
*24.1 -- Consent of Price Waterhouse
24.2 -- Consent of Boyer, Ewing & Harris Incorporated is contained in
Exhibit 5.1 to this Registration Statement
25.1 -- A power of attorney, pursuant to which amendments to this
Registration Statement may be filed, is included in the
signature pages contained in Part II of this Registration
Statement
EXHIBIT 24.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Prospectus
constituting part of this Registration Statement on Form S-3 of our report dated
March 27, 1995, which appears on page F-2 of the 1994 Medical Innovations, Inc.
Annual Report on Form 10-K for the year ended December 31, 1994. We also consent
to the incorporation by reference of (1) our report dated May 19, 1995 on the
financial statements of Hospital HomeCare Corporation for the year ended March
31, 1995 appearing on page 4 of Medical Innovations, Inc.'s Current Report on
Form 8K/A dated August 2, 1995 and (2) our report dated May 26, 1994 on the
financial statements of PRN Home Health Care, Inc. and Affiliates for the three
months ended March 31, 1994 and the years ended December 31, 1993, 1992 and 1991
appearing on page 1 of Exhibit 1 to Medical Innovations, Inc's. Current Report
on Form 8-K/A dated September 9, 1994.
PRICE WATERHOUSE LLP
Houston, Texas
December 27, 1995
