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As filed with the Securities and Exchange Commission on April 29, 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.
STOCK ISSUANCE TO CONSULTANT
-----------------
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
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<CAPTION>
- ------------------------------------------------------------------------------------------------------------
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, $0.001 200,000 $2.125 $425,000 $146.55
- ------------------------------------------------------------------------------------------------------------
</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.
2
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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 for the quarter ended December 31,
1996.
(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 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
3
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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 low or high end of the
estimated maximum offering range may be
reflected in the form of a prospectus filed
with the Commission pursuant 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,
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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 remains
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) of 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.
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 April 25, 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/ Randy Johnson
-----------------------------------------
Randy Johnson, Controller and
Principal Accounting Officer
5
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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 the dates indicated below on April 4, 1997.
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<CAPTION>
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/ James Roberts Director
- --------------------------------
James Roberts
/s/ Michael Smith Director
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Michael Smith, M.D.
</TABLE>
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AMERICAN HEALTHCHOICE, INC.
EXHIBIT INDEX
TO
FORM S-8 REGISTRATION STATEMENT
<TABLE>
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Exhibit Incorporated Herein by Filed Sequential
No. Description Reference To Herewith Page No.
--- ----------- ------------ -------- --------
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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)
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)
4.1 Consulting Agreement
dated March 19, 1995 X
between Registrant and
D & L Consultants, Ltd.
5.1 Opinion of Glast,
Phillips & Murray, P.C. X
23.1 Consent of Hein +
Associates, LLP X
23.2 Consent of Glast, Phillips &
Murray (included in Exhibit
5.1)
24.1 Power of Attorney Included on
Signature Page
to the
Registration
Statement
</TABLE>
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EXHIBIT 4.1
CONSULTING AGREEMENT
AGREEMENT effective as of the 19th day of March 1995, by and between American
Health Choice, Inc. a New York corporation, with its principal executive
offices located at 1300 West Walnut Hill Lane, Suite 275, Irving, Texas 75003,
hereinafter referred to as the "Company" and D & L Consultants Ltd. a New York
corporation with its principal offices located at 460 Park Avenue South, New
York, N.Y. 10016, hereinafter referred to as the "Consultant".
W I T N E S S E T H:
WHEREAS, Consultant is being engaged to provide the Company with Consultation
and advisory services related to business management, marketing and
reorganization.
WHEREAS, in order to ensure the delivery by Consultant to the Company of
ongoing Consulting and advisory services, Consultant and the Company wish to
enter into this Agreement.
NOW, THEREFORE, in consideration of mutual promises contained herein, the
parties hereto hereby agree as follows:
1. TERM. Consultant hereby agrees to act as consultant on behalf of the
Company for a twelve (12) month term commencing on the date hereof ("Effective
Date") and terminating on the twelfth (12th) month anniversary of the Effective
Date, and as such will provide the consulting services described herein.
2. CONSULTING SERVICES. Consultant shall provide business management,
marketing consultation and advisory services to the Company. Such services
shall include (a) the preparation, implementation and monitoring of business
and marketing plans, (b) advice concerning planning and internal controls and
(c) such other managerial assistance as Consultant shall deem necessary or
appropriate for the Company's business.
3. COMPENSATION. In consideration for Consultant entering into this
Agreement, Consultant will receive 200,000 freely tradable shares of the
Company's common stock registered under an S-8 registration, (the "shares")
upon the payment of the par value of $.001 per share. The Consultant
acknowledges that (a) he is a sophisticated investor having substantial
knowledge and experience in purchasing and selling securities (both in private
and public offerings); and (b) the Shares are registered under the Securities
Act of 1933 (the "Act") and as a result maybe sold at any time in compliance
with said Act.
4. CONFLICTS. Consultant shall be an independent contractor and shall
have no right or authority to assume or create any obligation or
responsibility, express or implied, on behalf of or in the name of the Company,
unless specifically authorized in writing by the Company. No provision of
this Agreement shall be construed to preclude Consultant, or any agent,
associate, affiliate or employee of Consultant from engaging in any activity
whatsoever, with any person or entity, participating in any corporation,
partnership, trust or other business entity or from receiving compensation or
profit therefor.
5. STANDARD OF CARE. Consultant (including any person or entity acting
for or on behalf of Consultant) shall not be liable for any mistakes of fact,
errors of judgment, for losses sustained by the Company for any acts or
omissions of any kind, unless caused by gross negligence of intentional
misconduct of Consultant or any person or entity acting for or on behalf of
Consultant.
6. ENTIRE AGREEMENT; WAIVERS. This Agreement supersedes any and all
agreements, arrangements and understandings relating to the matters provided for
herein, entered into or reached
<PAGE> 2
prior to the date hereof. No amendment, waiver or discharge of any provisions
hereof shall be effective unless in writing signed by the parties hereto. This
Agreement shall inure to the successors and assigns of the parties hereto. This
Agreement may not be assigned by any party hereto without the prior written
consent of the other party hereto.
7. HEADINGS. The headings in this Agreement are for purposes of reference
only and shall not be considered in construing this Agreement.
8. GOVERNING LAW. This Agreement shall be governed and interpreted in
accordance with the laws of the State of New York, without regard to conflict
of laws principles thereof or the actual domiciles of the parties hereto.
IN WITNESS WHEREOF, each of the parties has caused this Agreement to be duly
executed and delivered in its name and on its behalf, all effective as of the
date first written above.
AMERICAN HEALTH CHOICE, INC. D & L CONSULTANTS, LTD.
By: /s/ [ILLEGIBLE] By: /s/ [ILLEGIBLE]
--------------------------- ---------------------------
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EXHIBIT 5.1
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<S> <C> <C>
GLAST, PHILLIPS & MURRAY
A PROFESSIONAL CORPORATION
2200 ONE GALLERIA TOWER
ATTORNEYS AND COUNSELORS 13355 NOEL ROAD, L.B. 48
RONALD L. BROWN, P.C. DALLAS, TEXAS 75240-6657
DIRECT DIAL NUMBER: TELEPHONE: (972) 419-8300
(972) 419-8302 FAX: (972) 419-8329
</TABLE>
April 25, 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 200,000 shares of common stock, $.001 par value of American
HealthChoice, Inc.
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 200,000 shares (the
"Shares") of common stock, par value $.001 per share (the "Common Stock"), of
the Company which will be issued pursuant to the Consulting Agreement dated
March 19, 1995, between the Compny and D & L Consultants, Ltd. (the "Consulting
Agreement").
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 equal to 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.
April 25, 1997
Page 2
This opinion is limited in all respects to the laws of the United
States of America 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.
RLB/lds
<PAGE> 1
EXHIBIT 23.1
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We hereby consent to the incorporation by reference of our report dated January
17, 1997 covering the consolidated financial statements of American
HealthChoice, Inc. for the years ended September 30, 1996 and 1995 into the
Form S-8 registration statement dated April 25,1997.
/s/ Hein & Associates, LLP
- -----------------------------
HEIN + ASSOCIATES LLP
Houston, Texas
April 25, 1997
