<PAGE> 1
As filed with the Securities and Exchange Commission on November 21, 1996
Registration No. 333-13513
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-----------------
FORM S-4
POST EFFECTIVE AMENDMENT NO. 1
TO
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-----------------
HEALTH MANAGEMENT SYSTEMS, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
<TABLE>
<S> <C> <C>
NEW YORK 7379 13-2770433
(STATE OR OTHER JURISDICTION OF (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) CLASSIFICATION CODE NUMBER) IDENTIFICATION NUMBER)
</TABLE>
----------------------------
401 PARK AVENUE SOUTH
NEW YORK, NEW YORK 10016
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE
NUMBER, INCLUDING AREA CODE, OF REGISTRANT'S PRINCIPAL
EXECUTIVE OFFICES)
PAUL J. KERZ, PRESIDENT
HEALTH MANAGEMENT SYSTEMS, INC.
401 PARK AVENUE SOUTH
NEW YORK, NEW YORK 10016
(212) 685-4545
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF REGISTRANT'S AGENT FOR SERVICE)
--------------------------
WITH A COPY TO:
BRUCE S. COLEMAN, ESQ.
COLEMAN & RHINE LLP
1120 AVENUE OF THE AMERICAS
NEW YORK, NEW YORK 10036
(212) 840-3330
--------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon
as practicable after this registration statement becomes effective.
If the securities being registered on this form are being offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box. [ ]
--------------------
CALCULATION OF ADDITIONAL REGISTRATION FEE
<TABLE>
<CAPTION>
============================================================================================================
Proposed Proposed
Title of Each Class of Amount to Be Maximum Offering Maximum Aggregate Amount of
Securities to Be Registered Registered Price Per Share(1) Offering Price(1) Registration Fee
- ------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $.01 par value. 27,000 $15.3125 $413,437.50 $125.28
============================================================================================================
</TABLE>
(1) Estimated pursuant to Rules 457(c) and 457(h) solely for the purpose of
calculating the registration fee, and based on the average of the high
and low sales prices reported on the Nasdaq National Market of $15.3125
on November 19, 1996.
<PAGE> 2
EXPLANATORY NOTE
This Post Effective Amendment No. 1 is being filed to register an
additional 27,000 shares of Common Stock of the Registrant which are to be
issued in connection with the Merger described in the Information
Statement/Prospectus included in the Registration Statement. This Post Effective
Amendment also includes (i) a supplement (the "Supplement") to the Information
Statement/Prospectus prepared pursuant to Rule 424(b)(3) under the Securities
Act of 1933, as amended, and (ii) Exhibit 10.1, which is the amendment to the
Merger Agreement described in the Supplement.
<PAGE> 3
Supplement, dated November 20, 1996,
to
Prospectus, dated October 15, 1996,
of
Health Management Systems, Inc.
Effective November 20, 1996, the Merger Agreement was amended to, among
other things: (i) increase the number of shares of HMS Common to be issued in
the Merger to 260,000; (ii) eliminate the requirement that vested $0.25 QSM
Stock Options and $0.25 QSM Warrants be exercised by their respective holders
immediately prior to the Closing Date; (iii) increase the number of HMS Stock
Options to be issued in connection with the Merger to 46,000 options; and (iv)
increase the QSM Transaction Expenses for which HMS will reimburse QSM to a
maximum of $150,000. All references in the Information Statement/Prospectus to
the terms of the Merger and the transactions contemplated thereby shall be
deemed to be modified to reflect the foregoing amendments.
<PAGE> 4
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-4 and has duly caused this Post
Effective Amendment No. 1 to Registration Statement on Form S-4 to be signed on
its behalf by the undersigned, thereto duly authorized, in the City of New York,
State of New York, on November 21, 1996.
HEALTH MANAGEMENT SYSTEMS, INC.
By: /s/ Paul J. Kerz
---------------------------------
Paul J. Kerz, President
Pursuant to the requirements of the Securities Act of 1933, this
Amendment No. 1 to the Registration Statement has been signed by the following
persons in the capacities indicated below on the 21st day of November, 1996.
SIGNATURE TITLE
--------- -----
/s/ Paul J. Kerz Director, Chairman, President and
- ------------------- Chief Executive Officer
Paul J. Kerz
/s/ Phillip Siegel Vice President and Chief Financial
- --------------------- and Accounting Officer
Phillip Siegel
* Director
- -------------------
Russell L. Carson
* Director
- ----------------
William W. Neal
* Director
- ----------------
Galen D. Powers
* Director
- -----------------
Richard H. Stowe
*By: /s/ Phillip Siegel
--------------------------
Phillip Siegel
Attorney-in-Fact
<PAGE> 5
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
10.1 Amendment No. 1 to Merger Agreement.
<PAGE> 1
EXHIBIT 10.1
Conformed Copy
THIS AMENDMENT NO. 1 (the "Amendment"), dated as of November 20,
1996, to Agreement and Plan of Merger (the "Merger Agreement"), dated as of
September 3, 1996, by and among Health Management Systems, Inc., a New York
corporation ("HMS"), QSM Acquisition Corp., a Delaware corporation ("Sub"), and
Quality Standards in Medicine, Inc., a Delaware corporation ("QSM").
WITNESSETH
WHEREAS, the parties entered into the Merger Agreement pursuant to
which, among other things, Sub would be merged with and into QSM (the "Merger"),
with the result that QSM would become a wholly owned subsidiary of HMS; and
WHEREAS, in connection with the Merger all shares of common stock,
$.01 par value ("QSM Common"), and all shares of preferred stock, $.01 par value
("QSM Preferred"), of QSM issued and outstanding, together with all outstanding
promissory notes of QSM (excluding certain promissory notes issued to HMS), all
outstanding common stock purchase warrants issued by QSM and all outstanding
vested $.25 stock options issued by QSM were to be either converted, exercised
and then converted or exchanged for an aggregate of up to 233,000 shares of
common stock, $.01 par value ("HMS Common"), of HMS; and
WHEREAS, the parties desire to amend the Merger Agreement to, among
other things, increase the number of shares of HMS Common to be issued in the
Merger to an aggregate of 260,000 shares of HMS Common;
NOW, THEREFORE, for good and valuable consideration, the parties
hereto agree to amend the Merger Agreement as follows:
1. Capitalized terms not otherwise defined in this Amendment shall
have the meanings ascribed to them in the Merger Agreement.
2. Section 1.1(g) of the Merger Agreement is hereby amended to read
in its entirety as follows:
"(g) "Fair Value" shall mean (i) with respect to HMS Common,
the average closing price of HMS Common on the Nasdaq National Market for a
period of five (5) consecutive business days ending on November 22, 1996, (ii)
with respect to HMS Stock Options, the value thereof as of November 22, 1996, as
determined by Fechtor, Detwiler & Co., Inc. in accordance with the Black-
Scholes pricing model, and (iii) with respect to QSM Preferred Stock, Notes,
Stock Options and Warrants, the appraised values thereof as of November 22,
1996, as determined by Fechtor, Detwiler & Co., Inc."
3. Section 2.4 of the Merger Agreement is hereby amended to read in
its entirety as follows:
"(a) [Reserved]
<PAGE> 2
(b) Exchange of QSM Warrants. As of the Effective Time of the
Merger and with the consent of the QSM Warrantholders, all outstanding QSM
Warrants shall be exchanged for shares of HMS Common (the "QSM Warrant Exchange
Shares") having a Fair Value equal to the Fair Value of the respective QSM
Warrants."
4. Section 2.5 of the Merger Agreement is hereby amended to read in
its entirety as follows:
"(a) [Reserved]
(b) Conversion of QSM Stock Options. As of the Effective Time
of the Merger, all outstanding QSM Stock Options (collectively, the "Assumed QSM
Stock Options") shall be assumed by HMS and converted into HMS Stock Options
having a Fair Value equal to the Fair Value of the respective QSM Stock Options,
in accordance with such further conditions as are set forth in Section 7.7 of
this Agreement."
5. Section 2.6(b)(ii) of the Merger Agreement is hereby amended to
read in its entirety a follows:
"(ii) QSM Common Stock. Without any action on the part of any
holder of QSM Common Stock, each share of QSM Common Stock shall be converted
into shares of HMS Common in accordance with an exchange ratio (the "Exchange
Ratio") to be determined as of the Closing Date equal to (x) 260,000 shares of
HMS Common minus (y) the sum of the QSM Note Shares, Warrant Exchange Shares and
Preferred Stock Exchange Shares divided by (z) the total number of shares of QSM
Common Stock then issued and outstanding."
6. Section 2.8(b) of the Merger Agreement is hereby amended to read
in its entirety as follows:
"(b) [Reserved]
7. Section 3.2 of the Merger Agreement is hereby amended by
eliminating the parenthetical phrase in the first sentence thereof.
8. Section 7.8 of the Merger Agreement is hereby amended by removing
the number "40,000" from the first sentence thereof and substituting the number
"46,000" in its place and stead.
9. Section 8.2(f) of the Merger Agreement is hereby amended to read
in its entirety as follows:
"(f) QSM Preferred Shareholder, Noteholder and Warrantholder
Consents. QSM shall have received fully executed QSM Preferred Shareholder
Consents, Noteholder Consents and Warrantholder Consents from each QSM Preferred
Shareholder,
2
<PAGE> 3
Noteholder and Warrantholder listed on Schedule 3.2 attached hereto."
10. Article 9 of the Merger Agreement is hereby amended by removing
the date "November 30, 1996" from the third sentence thereof and substituting
the date "December 31, 1996" in its place and stead.
11. Article 11 of the Merger Agreement is hereby amended by removing
the dollar amount "$90,000" from the last sentence thereof and substituting the
dollar amount "$150,000" in its place and stead.
12. Section 12.1(c) is hereby amended to read in its entirety as
follows:
"(c) by either HMS or QSM if the Merger shall not have been
consummated on or before December 31, 1996; provided, however, that if the
Merger shall not be consummated on or before December 31, 1996, because of a
party's failure to satisfy any of the conditions set forth in Section 8.2 or
8.3, neither HMS nor QSM may rely upon its own actions or lack thereof to
terminate the Agreement;"
13. Other than as specifically amended hereby, the Merger Agreement
shall remain in full force and effect in accordance with its terms.
14. This Amendment No. 1 may be executed in counterparts, and when
so executed each counterpart shall be deemed to be an original, and said
counterparts together shall constituted one and the same instrument.
3
<PAGE> 4
IN WITNESS WHEREOF, HMS, Sub and QSM have caused this Amendment to be duly
signed all as of the date first written.
HEALTH MANAGEMENT SYSTEMS, INC.
By: /s/ Phillip Siegel
--------------------------------
Phillip Siegel
QSM ACQUISITION CORP.
By: /s/ Phillip Siegel
--------------------------------
Phillip Siegel
QUALITY STANDARDS IN MEDICINE, INC.
By: /s/ William B. Munier
--------------------------------
William B. Munier
AGREED TO AND ACCEPTED:
QSM Principals
/s/ William B. Munier
- ------------------------
William B. Munier
/s/ Rodrigo Rocha
- ------------------------
Rodrigo Rocha
COLEMAN & RHINE LLP,
As Escrow Agent
By: /s/ Bruce S. Coleman, Esq.
---------------------------
Bruce S. Coleman, Esq.
4
