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As filed with the Securities and Exchange Commission on ________, 1997
Registration No. 33-________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
AMERICAN HEALTHCHOICE, INC.
(Exact name of the Company as specified in its charter)
NEW YORK 11-2948752
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
-----------------
1300 WEST WALNUT HILL LANE
SUITE 275
IRVING, TEXAS 75038
(Address of principal executive offices)
AMERICAN HEALTHCHOICE, INC.
1997 CONSULTANT STOCK PLAN
DR. JOSEPH W. STUCKI
AMERICAN HEALTHChoice, INC.
1300 WEST WALNUT HILL LANE
SUITE 275
IRVING, TEXAS 75038
(Name and address of agent for service)
(972) 751-1900
(Telephone number, including area code, of agent for service)
With copies to:
RONALD L. BROWN, ESQ.
GLAST, PHILLIPS & MURRAY, P.C.
13355 NOEL ROAD, SUITE 2200
DALLAS, TEXAS 75240
(972)419-8300
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF SECURITIES AMOUNT OF BE OFFERING PRICE AGGREGATE OFFERING AMOUNT OF
TO BE REGISTERED REGISTERED(1) PER SHARE(2) PRICE (1)(2) REGISTRATION FEE(2)
- -------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
COMMON STOCK, $0.001 250,000 $5.50 $1,375,000 $416.66
- -------------------------------------------------------------------------------------------------------------
</TABLE>
(1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
as amended (the "Securities Act"), this Registration Statement also
covers an indeterminate number of additional shares that may be
issuable in connection with share splits, share dividends or similar
transactions.
(2) Estimated pursuant to Rule 457(c) under the Securities Act, solely for
the purpose of calculating the registration fee, based on the average
of the bid and asked prices for the Company's common stock as reported
within five business days prior to the date of this filing.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
ITEM 1. PLAN INFORMATION. *
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION. *
*The document(s) containing the information specified in Part 1 of
Form S-8 will be sent or given to participants as specified by Rule 428(b)(1)
promulgated by the Securities and Exchange Commission (the "Commission") under
the Securities Act of 1933, as amended (the "Securities Act"). Such
document(s) are not being filed with the Commission, but constitute (along with
the documents incorporated by reference into the Registration Statement
pursuant to Item 3 of Part II hereof) a prospectus that meets the requirements
of Section 10(a) of the Act.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.
The following documents previously or concurrently filed by American
HealthChoice, Inc. (the "Company") with the Commission are hereby incorporated
by reference into this Registration Statement:
(a) The Company's Annual Report on Form 10-KSB for the fiscal year
ended September 30, 1996 (the "Annual Report") filed by the
Company (SEC File No. 00-026740) under the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), with the
Commission on January 16, 1996.
(b) The Company's Form 10-QSB reports for the quarters ended
December 31, 1996, March 31, 1997 and June 30, 1997.
(c) All other reports filed pursuant to Section 13(a) or 15(d) of
the Exchange Act since the end of the fiscal year covered by
the Annual Report referred to in (a) above.
(d) The description of the Company's Common Stock set forth under
the caption "Description of Securities" at page 24 of the
Company's Registration Statement on Form S-18, filed with the
Commission on August 21, 1989, which was incorporated by
reference into the Form-8A Registration Statement of the
Company filed September 11, 1995, is hereby incorporated by
reference.
All documents subsequently filed by the Company with the Commission
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to
the filing of a post-effective amendment which indicates that all securities
offered hereby have been sold or which deregisters all securities them
remaining unsold, shall be deemed incorporated by reference into this
Registration Statement and to be a part thereof from the date of the filing of
such documents. Any statement contained in the documents incorporated, or
deemed to be incorporated, by reference herein or therein shall be deemed to be
modified or superseded for purposes of this Registration Statement and the
prospectus which is a part hereof (the "Prospectus") to the extent that a
statement contained herein or therein or in any other subsequently filed
document which also is, or is deemed to be, incorporated by reference herein or
therein 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 Registration Statement and the Prospectus.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
In accordance with the Business Corporation Law of the State of New
York (the "Business Corporation Law"), Articles 9 and 10 of the Company's
Certificate of Incorporation (the "Certificate provides that except as may
otherwise be specifically provided in the Certificate, no provision of the
Certificate is intended by the Company to be construed as limiting,
prohibiting, denying, or abrogating any of the general or specific powers or
rights conferred under the Business Corporation Law upon the Company, upon its
shareholders, bondholders, and security holders, and upon its
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directors, officers, and other corporate personnel, including, in particular,
the power of the Company to furnish indemnification to directors and officers
in the capacities defined and prescribed by the Business Corporation Law and
the defined and prescribed rights of said persons to indemnification as the
same are conferred by the Business Corporation Law.
No director of the Company shall be personally liable to the Company
or any of its shareholders for damages for any breach of duty in such capacity
except if a judgment or other final adjudication adverse to him establishes
that his acts or omissions were in bad faith or involved intentional misconduct
or a knowing violation of the law, or that he personally gained in fact a
financial profit or other advantage to which he was not legally entitled or
that his acts violated Section 719 of the Business Corporation Law.
Article V of the Company Bylaws further provides as follows:
On the terms, to the extent, and subject to the conditions prescribed by
statute, and by such rules and regulations, not inconsistent with statute, that
the board may in its discretion impose in general or particular cases or
classes or cases: (a) the Company shall indemnify any person made or threatened
to be made a party to an action or proceeding, civil or criminal, including any
action by or in the right of any other corporation of any type or kind,
domestic or foreign, which any director or officer of the Company served in any
capacity at the request of the Company, by reason of the fact that he, his
testator or intestate, was a director of officer of the Company, or served such
other corporation in any capacity, against judgments, fines, amounts paid in
settlement and reasonable expenses, including attorneys' fees, actually and
necessarily incurred as a result of such action or proceeding or any appeal
therein, and (b) the Company may pay, in advance of final disposition of any
such action or proceeding, expenses incurred by such person in defending such
action or proceeding. The Company shall indemnify and make advancements to any
person made or threatened to be made a party to any such action or proceeding
by reason of the fact that he, his testator or intestate, was an agent or
employee (other than a director or an officer) of the Company or served another
corporation at the request of the Company in any capacity, on the terms, to the
extent and subject to the conditions prescribed by statute, and by any rules
and regulations of the board which would have been applicable if he had been a
director or officer of the Company.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
ITEM 8. EXHIBITS.
See the Exhibit Index following the signature page in this
Registration Statement, which Exhibit Index is incorporated herein by
reference.
ITEM 9. UNDERTAKINGS.
(a) The undersigned Company hereby undertakes:
(1) To file, during any period in which offers or
sales are being made, a post-effective
amendment to the Registration Statement to:
(i) include any prospectus required by
Section 10(a)(3) of the Securities Act; (ii)
reflect in the prospectus any facts or events
arising after the effective date of the
Registration Statement which, individually or
in the aggregate, represent a fundamental
change in the information set forth in the
Registration Statement; and notwithstanding
the foregoing, any increase or decrease in
volume of securities offered (if the total
dollar value of securities offered would not
exceed that which was registered) and any
deviation from the high end of the estimated
maximum offering range may be reflected in
the form of a prospectus filed with the
Commission pursuant
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to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more
than a 20 percent change in the maximum
aggregate offering price set forth in the
"Calculation of Registration" table in the
effective registration statement; and (iii)
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 provisions (i) and (ii) of this
undertaking are inapplicable if the
information to be filed thereunder is
contained in periodic reports filed by the
Company pursuant to the Exchange Act that are
incorporated by reference into the
Registration Statement.
(2) That, for the purpose of determining any
liability under the Securities Act, 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
post-effective amendment any of the
securities being registered which remain
unsold at the termination of the offering.
(b) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and
controlling persons of the registrant pursuant to the
foregoing provisions, or otherwise, the Company has been
advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the
Securities 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 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 Company will, unless in the opinion of its
counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question
whether such indemnification by its is against public policy
as expressed in the Securities Act and will be governed by
the final adjudication of such issue.
(c) The Company hereby undertakes that, for purposes of
determining any liability under the Securities Act, each
filing of the Company's annual report pursuant to Section
13(a) or 15(d) of the Exchange Act (and, where applicable,
each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in this 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.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Company certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Irving, State of Texas, on September 11, 1997.
AMERICAN HEALTHCHOICE, INC.
By:/s/ Joseph W. Stucki
-----------------------------------
Joseph W. Stucki, D.C.
President, Chief Executive
Officer and Chairman of the
Board of Directors
(Principal Executive Officer)
By: /s/ Jay R. Stucki
-----------------------------------
Jay R. Stucki,
Chief Financial Officer
By: /s/ Elena M. Knight
-----------------------------------
Elena M. Knight, Controller
and Principal Accounting
Officer
POWER OF ATTORNEY
Know all men by these presents, that each person whose signature
appears below constitutes and appoints Joseph W. Stucki, D.C., his true and
lawful attorney-in-fact and agent, each will full power of substitution and re-
substitution, for them and in their name, place and stead, in any and all
capacities to sign any or all amendments (including post-effective amendments)
to this Registration Statement, and to file the same, with all exhibit thereto,
and other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorney-in-fact and agent full power and
authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents and
purposes as they might or could do in person, hereby ratifying and confirming
all that said attorney-in-fact and agent, or any of the, or his 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 each of the following persons in the
capacities indicated on September 11, 1997.
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Signatures Title
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<S> <C>
/s/ Joseph W. Stucki President, Chief Executive Officer, and
- ---------------------------------- Chairman of the Board of Directors
Joseph W. Stucki, D.C.
/s/ Jeffrey Jones Director
- ----------------------------------
Jeffrey Jones, D.C.
/s/ Peter Leach Director
- ----------------------------------
Peter Leach
</TABLE>
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<TABLE>
<S> <C>
/s/ Michael Smith Director
- ----------------------------------
Michael Smith, M.D.
/s/ Mandell Sherman Director
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Mandell Sherman
/s/ Robert De Palo Director
- ----------------------------------
Robert De Palo
/s/ David Love Director
- ----------------------------------
David Love
</TABLE>
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AMERICAN HEALTHCHOICE, INC.
EXHIBIT INDEX
TO
FORM S-8 REGISTRATION STATEMENT
<TABLE>
<CAPTION>
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Exhibit Incorporated Herein by Filed Sequential
No. Description Reference To Herewith Page No.
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<S> <C> <C> <C> <C>
3.1 Certificate of Exhibit 4.1 of the Form SB-2
Incorporation of American Registration Statement filed with
HealthChoice, Inc. the Commission on July 31, 1996
(SEC File No. 33-09311)
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3.2 Bylaws of American Incorporated by reference to
HealthChoice, Inc. (f/k/a Exhibit 3(ii) of Form 10-KSB
Paudan, Inc.) filed for the fiscal year ended
December 31, 1994
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4.1 American HealthChoice,
Inc. 1997 Consultant X
Stock Plan
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5.1 Opinion of Glast,
Phillips & Murray, P.C. X
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23.1 Consent of Hein +
Associates, LLP X
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23.2 Consent of Glast,
Phillips & Murray, P.C.
(included in Exhibit 5.1)
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24.1 Power of Attorney Included on
Signature Page
to the
Registration
Statement
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</TABLE>
<PAGE> 1
AMERICAN HEALTHCHOICE, INC.
1997 CONSULTANT
STOCK PLAN
ARTICLE I
GENERAL
1.1 PURPOSE OF THE PLAN.
The purpose of the American HealthChoice, Inc. 1997 Consultant Stock Plan (the
"Plan") is to assist American HealthChoice, Inc., a New York corporation (the
"Company") in securing and retaining key persons of outstanding ability to
serve the Company as key professional and consulting personnel by making it
possible to offer them shares of registered common stock in lieu of fees in
order to conserve the Company's cash and thereby increase their efforts for the
Company's welfare through participation or increased participation in the
ownership and growth of the Company.
1.2 DEFINITIONS.
(a) "Award" means an Option granted to a Participant
under the Plan.
(b) "Board of Directors" or "Board" means the Board of
Directors of the Company.
(c) "Code" means the Internal Revenue Code of 1986, as
amended.
(d) "Common Stock" means the Common Stock of the Company.
(e) "Grantee" means a Participant to whom an Award is
granted under the Plan.
(f) "Participant" means any person, including consultants
and directors, who is designated a Participant and is or is expected
to be instrumental in promoting the business of the Company.
(g) "Term" means the period during which a particular
option may be exercised as determined by the Committee and as provided
in the option agreement.
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1.3 ADMINISTRATION OF THE PLAN.
The Plan shall be administered by the Board of Directors. The Board
shall have the power to interpret and apply the Plan and to make
regulations for carrying out its purpose. More particularly, the
Board shall determine which Participants shall be granted shares and
the terms of such grants. Determinations by the Board under the Plan
(including, without limitation, determinations of the person to
receive Awards, the form, amount and timing of such Awards, and the
terms and provisions of such Awards and the agreements evidencing
same) need not be uniform and may be made by it selectively among
persons who receive, or are eligible to receive, Awards under the
Plan, whether or not such persons are similarly situated.
1.4 SHARES SUBJECT TO THE PLAN.
The total number of shares that may be issued to Consultants under the
Plan shall not exceed 250,000 shares of Common Stock. Shares issued
pursuant to the Plan may be either unissued shares of Common Stock or
reacquired shares of Common Stock held in treasury.
1.5 TERMS AND CONDITIONS OF AWARDS.
All Awards shall be evidenced by agreements in such form as the Board
of Directors shall approve from time to time subject to the provisions
of Article II and Article III, as appropriate, and the following
provisions:
(a) Grant Price. The grant price of Common Stock shall
be the trading price of the Common Stock on NASDAQ on the date of
grant.
(b) Grantee. Awards of Common Stock may be made only to
individuals or one-person service corporations who render bona fide
legal, professional or consulting services to the Company. No Awards
may be made as compensation for any efforts of such persons to raise
capital for the Company.
(c) Regulation. The Common Stock subject to the Plan
shall be registered with the Securities and Exchange Commission under
a Form S-8 registration statement.
(d) Taxation. Shares of Common Stock issued under the
Plan will be taxable to the Grantees in the amount of their fair
market value, and the Company will provide each Grantee with a Form
1099 to report such issuance.
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(e) Additional Provisions. Each award agreement may
contain such other terms and conditions not inconsistent with the
provisions of the Plan, including the payment of cash amounts, as the
Board of Directors may deem appropriate from time to time.
1.6 COMPLIANCE WITH RULE 16b-3.
It is intended that the provisions of the Plan and any Award shall
comply in all respects with the terms and conditions of Rule 16b-3
under the Securities Exchange Act of 1934, as in effect on July 1,
1997 and as amended, or any successor provisions, as it relates to
persons subject to the reporting requirements of Section 16(a) of such
Act. To the extent that any provision hereof is found not to be in
compliance with such rule as it relates to such Act, such provision
shall be deemed to be modified so as to be in compliance with such
rule, or if such modification is not possible, shall be deemed to be
null and void, as it relates to such Grantee.
ARTICLE II
ADDITIONAL PROVISIONS
2.1 BOARD APPROVAL.
The Plan has been approved by the unanimous consent of the Board of
Directors of the Company.
2.2 COMPLIANCE WITH OTHER LAWS AND REGULATIONS.
The Plan and the obligation of the Company to sell and deliver shares
under the Plan, shall be subject to all applicable Federal and state
laws, rules, and regulations and to such approvals by any government
or regulatory agency as may be required. The Company shall not be
required to issue or deliver any certificates for shares of Common
Stock prior to (a) the listing of such shares on any stock exchange on
which the Common Stock may then be listed and (b) the completion of
any registration or qualification or exemption of such shares under
any Federal or state law, or any ruling or regulation of any
government body which the Company shall, in its sole discretion,
determine to be necessary or advisable.
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<PAGE> 4
2.3 AMENDMENTS.
The Board of Directors may discontinue the Plan at any time, and may
amend it from time to time. Other than as expressly permitted under
the Plan, no outstanding Award may be revoked or altered in a manner
unfavorable to the Grantee without the consent of the Grantee.
2.4 WITHHOLDING.
Whenever the Company proposes or is required to issue or transfer
shares of Common Stock under the Plan, the Company shall have the
right to require the Grantee to remit to the Company an amount
sufficient to satisfy any Federal, state or local withholding tax
liability in such form as the Company may determine or accept in its
sole discretion, including payment by surrender or retention of shares
of Common Stock prior to the delivery of any certificate or
certificates for such shares.
2.5 EFFECTIVE DATE; DURATION.
The Plan shall become effective as of August 24, 1997 pursuant to
Board of Director approval received effective such date and shall
expire on December 31, 1999.
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[GLAST, PHILLIPS & MURRAY LETTERHEAD]
September 11, 1997
American HealthChoice, Inc.
1300 West Walnut Hill Lane
Suite 275
Irving, Texas 75038
Re: Form S-8 Registration Statement relating to the registration
of 250,000 shares of common stock, $.001 par value of American
HealthChoice, Inc., pursuant to the 1997 Consultant Stock Plan
Gentlemen:
We are acting as counsel for American HealthChoice, Inc., a New York
corporation (the "Company"), in connection with the filing under the Securities
Act of 1933, as amended, of a Registration Statement for the Company on Form
S-8 filed with the Securities and Exchange Commission ("SEC") (the
"Registration Statement"), covering an aggregate of 250,000 shares (the
"Shares") of common stock, par value $.001 per share (the "Common Stock"), of
the Company which will be issued pursuant to the 1997 Consultant Stock Plan.
In that connection, we have examined the Form S-8 Registration
Statement in the form to be filed with the SEC. We have also examined and are
familiar with the originals or authenticated copies of all corporate or other
documents, records and instruments that we have deemed necessary or appropriate
to enable us to render the opinion expressed below.
We have assumed that all signatures on all documents presented to us
are genuine, that all documents submitted to us as originals are accurate and
complete, that all documents submitted to us as copies are true and correct
copies of the originals thereof, that all information submitted to us was
accurate and complete and that all persons executing and delivering originals
or copies of documents examined by us were competent to execute and deliver
such documents. In addition, we have assumed that the Shares will not be
issued for consideration less than the par value thereof and that the form of
consideration to be received by the Company for the Shares will be lawful
consideration under the New York Business Corporation Law.
Based on the foregoing and having due regard for the legal
considerations we deem relevant, we are of the opinion that the Shares, or any
portion thereof, when issued as described in the Registration Statement, will
be validly issued by the Company, fully paid and nonassessable.
<PAGE> 2
American HealthChoice, Inc.
Page 2
This opinion is limited in all respects to the laws of the United
States of America and the New York Business Corporation Law.
This opinion may be filed as an exhibit to the Registration Statement.
Sincerely,
/s/ Glast, Phillips & Murray, P.C.
GLAST, PHILLIPS & MURRAY, P.C.
<PAGE> 1
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We hereby consent to the incorporation by reference of our report dated
January 17, 1997 covering the financial statements of American HealthChoice,
Inc. as of September 30, 1996 and for each of the years in the two-year period
ended September 30, 1996 into the registration statement on Form S-8.
/s/ HEIN & ASSOCIATES LLP
Hein & Associates LLP
Houston, Texas
September 12, 1997
