<PAGE> 1
As filed with the Securities and Exchange Commission on August 25, 1997.
Registration No. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under The
Securities Act of 1933
UNITED AMERICAN HEALTHCARE CORPORATION
(Exact name of registrant as specified in its charter)
Michigan 38-2526913
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
1155 Brewery Park Blvd., Suite 200, Detroit, Michigan 48207
(313) 393-0200
EMPLOYEE STOCK PURCHASE PLAN OF
UNITED AMERICAN HEALTHCARE CORPORATION
(Full title of the plan)
--------------------------
Ronald R. Dobbins, President
United American Healthcare Corporation
1155 Brewery Park Blvd., Suite 200
Detroit, Michigan 48207
(313) 393-0200
(Name, address, including zip code, and telephone number, including area code
of agent for service)
Copies of Communications to:
John J. Walsh, Esq.
Raymond & Walsh, P.C.
35055 W. Twelve Mile Road, Suite 114
Farmington Hills, MI 48331
(313) 848-5000
--------------------------
Approximate date of commencement of proposed sale to public:
As soon as practicable after the effective date of this Registration Statement
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed Proposed
Title of Each Class Maximum Maximum
of Securities to be Amount to be Offering Price Aggregate Amount of
Registered Registered per Share Offering Price Registration Fee
- ---------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Shares 200,000(1) $5.10(2) $1,020,000 $309
=========================================================================================================
</TABLE>
- -------------------------
(1) Estimated maximum number of newly issued shares of United American
Healthcare Corporation Common Stock which may be purchased pursuant to the
Employee Stock Purchase Plan of United American Healthcare Corporation.
(2) Estimated solely for the purpose of calculating the registration fee,
based upon the June 30, 1997 closing price and calculated in accordance with
Rule 457(h).
<PAGE> 2
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 1. PLAN INFORMATION.
The Registrant shall deliver or cause to be delivered to each participant
material information regarding the Registrant's Employee Stock Purchase Plan
(the "Plan") and its operations that will enable participants to make an
informed decision regarding an investment in the Plan, pursuant to Rule 424 and
the requirements of Form S-1.
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
a. Registrant's Annual report on Form 10-K for the year ended June 30,
1996, filed pursuant to Section 13 of the Securities Exchange Act of 1934;
b. The description of common stock contained in Registrant's Registration
Statement filed under Section 12 of the Securities Exchange Act of 1934, on
Form S-1, dated April 19, 1991, including any amendment or report filed for the
purpose of updating such description; and,
c. All documents filed by the Registrant subsequent to the date hereof
pursuant to Sections 13(a), 13(c), 14 and 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 off which de-registers all securities then
remaining unsold, shall be deemed to be incorporated by reference herein and to
be a part hereof from the date of filing such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
See Item 3(a) above.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Michigan Business Corporation Act ("MBCA") permits the Company under
certain circumstances to indemnify any person against expenses (including
attorney's fees), judgments, penalties, fines and amounts paid in settlement
actually and reasonably incurred by such person in connection with any
threatened, pending or completed action, suit or proceeding in which such
person is made a party by reason of being, or having been, a director, officer
or agent of the Company, or serving at the request of the Company in such
capacity for another enterprise, provided such person meets certain standards
of conduct. The power to indemnify is sufficiently broad to permit
indemnification under certain circumstances for liabilities (including
reimbursement for expenses incurred) arising under the Securities Act of 1933,
as amended (the "Securities Act").
The Registrant's Restated Articles of Incorporation (filed as Exhibit
3.1 with the Registrant's Form S-1 dated April 19, 1991), and the Registrant's
Amended and Restated Bylaws (filed as Exhibit 3.2 with the Registrant's Form S-1
dated April 19, 1991) require indemnification of its directors and officers, and
permit indemnification of any other person, to the maximum extent permitted by
law. Pursuant to the Bylaws, the Company
<PAGE> 3
maintains insurance to protect any director, officer, employee or agent from
any expense, liability or loss, whether or not the Company has the power to
indemnify such person against such expenses, liability or loss.
ITEM 8. EXHIBITS.
4.1 The Employee Stock Purchase Plan of United American Healthcare
Corporation, effective October 1, 1996.
5.0 Opinion of Counsel.
23 Consents of Independent Auditors and Counsel.
24 Power of Attorney
ITEM 9. UNDERTAKINGS.
(a) The Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of this Registration Statement (or the most
recent post-effective amendment thereof) which, individually or in
the aggregate, represents 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.
Provided, however, that paragraphs (i) and (ii) do not apply if the
registration statement is on Form S-3 or Form S-8, and the information required
to be included in a post-effective amendment by those paragraphs is contained
in periodic reports filed by the Registrant pursuant to Section 13 or Section
15(d) of the Exchange Act that are incorporated by reference in the
Registration Statement.
(1) 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.
(a) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of any employee benefit plan's
annual report pursuant to Section
<PAGE> 4
15(d) of the Exchange Act) that is incorporated by reference in this
Registration Statement shall be deemed a new Registration Statement relating to
the securities offered herein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
(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
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 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.
SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant
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 Detroit, State of Michigan, on the 7th day of August,
1997.
United American Healthcare Corporation
By:/s/ Ronald R. Dobbins
-----------------------------------
Ronald R. Dobbins
President
<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<S> <C>
Julius V. Combs Chief Executive Officer
- ------------------------------- (Principal Executive Officer)
Julius V. Combs, M.D.
* Director, Secretary
- -------------------------------
Anita C. R. Gorham
* Senior Vice President - Treasurer
- ------------------------------- (Principal Financial Officer)
Jagannathan Vanaharam
* Corporate Controller
- ------------------------------- (Principal Accounting Officer)
Paul Samuels
* Director
- -------------------------------
Vivian L. Carpenter
* Director
- -------------------------------
Julius V. Combs, M.D.
* Director
- -------------------------------
Ronald R. Dobbins
* Director
- -------------------------------
William Fitzgerald
* Director
- -------------------------------
Harcourt G. Harris, M.D.
* Director
- -------------------------------
Ronald Horwitz
* Director
- -------------------------------
Emmett S. Moten, Jr.
* By Julius V. Combs
--------------------------
Julius V. Combs
Attorney-in-Fact
</TABLE>
<PAGE> 5
UNITED AMERICAN HEALTHCARE CORPORATION
EXHIBIT INDEX
FORM S-8
<TABLE>
<CAPTION>
Exhibit No. Description Page No.
- ----------- ----------- --------
<S> <C> <C>
4.1 Employee Stock Purchase Plan of
United American Healthcare Corporation *
5.0 Legal Opinion *
23 Consent of Independent Auditors *
24 Power of Attorney *
</TABLE>
<PAGE> 1
EXHIBIT 4.1
UNITED AMERICAN HEALTHCARE CORPORATION
EMPLOYEE STOCK PURCHASE PLAN
1. Purpose.
This United American Healthcare Corporation Employee Stock Purchase Plan
(the "Plan) is intended to encourage and assist employees of United American
Healthcare Corporation, a Michigan corporation (the "Corporation") and the
employees of any present or future subsidiaries of the Corporation in acquiring
a stock ownership interest in the Corporation. The Plan is intended to be an
Employee Stock Purchase Plan under Internal Revenue Code Section 423.
2. Stock Subject To The Plan.
Subject to any adjustment pursuant to Section 13 of the Plan, the
aggregate number of Shares of Common Stock (the "Shares") of the Corporation
which may be sold under the Plan is 200,000. The Corporation shall at all
times during the term of the Plan reserve and keep available such number of
shares as shall be sufficient to satisfy the requirements of the Plan.
3. Annual Period.
"Annual Period" shall mean the twelve-month period beginning on July 1 and
ending on June 30.
4. Eligibility.
Employees may join the Plan each July 1, (the Eligibility Date") as long
as they have completed one year of continuous employment as a full-time or
part-time employee (except any employee who directly or by attribution owns
stock possessing 5% or more of the total combined voting power or value of all
classes of stock of the Corporation or any subsidiary of the Corporation at the
start of any Annual Period). Notwithstanding the foregoing, no employee shall
be entitled to purchase Shares of Stock under the Plan and all other purchase
Plans of the Corporation and any parent or subsidiary of the Corporation with
an aggregate fair market value (determined at date of grant) exceeding $25,000
per year for each calendar year in which such purchase option is outstanding at
any time.
For the Annual period commencing July 1, 1996, the Eligibility Date shall
be October 1, 1996.
1
<PAGE> 2
For purposes of this Plan, "Subsidiary" shall mean a corporation of which
not less than fifty percent (50%) of the voting Shares are held by the
Corporation or a subsidiary of the Corporation.
5. Joining The Plan.
Any eligible employee's participation in the Plan shall be effective as of
July 1, following the day on which the employee completes, signs and returns to
the Corporation, or one of its Subsidiaries, a Stock Purchase Plan Application
and Payroll Deduction Authority form indicating his or her acceptance and
agreement to the Plan. Notwithstanding the foregoing, the effective date for
the Annual Period beginning July 1, 1996 will be October 1, 1996. Membership
of any employee in the Plan is entirely voluntary. Except as provided in
Paragraph 4, all employees who elect to participate in the Plan shall have the
same rights and privileges.
The establishment of, or participation in, the Plan shall create no rights
with respect to continuation of employment, nor with respect to continuation of
any particular Corporation business, policy or product.
6. Member's Contributions.
Each member shall elect to make contributions by payroll deduction from
two percent (2%) to ten percent (10%) of his or her base salary as of the
annual Eligibility Date.
The amount of each member's contribution shall be credited by the
Corporation to a special account (the "Plan Account"). No interest shall be
credited to the Plan Account.
No member will be permitted to make contributions for any period during
which he or she is not receiving salary from the Corporation or a Subsidiary.
7. Issuance of Shares.
On the last trading day of each Annual Period so long as the Plan shall
remain in effect, and provided the member has not before that date advised the
Corporation that he or she does not wish Shares to be purchased for his or her
Account on that date, the Corporation shall apply the funds in the member's
Plan Account as of that date to the purchase of Shares in units of one share or
multiples thereof.
The cost to each member (the "Purchase Price") shall be eighty-five
percent (85%) of the lower of the closing price of Shares, as declared by the
New York Stock Exchange, on the last trading day preceding June 1 (the "Grant
Date") or on the last trading day of the Annual Period (the "Exercise Date").
Notwithstanding the foregoing, for the Annual Period commencing July 1, 1996,
the Grant Date shall be August 30, 1996.
2
<PAGE> 3
Any moneys remaining in a member's Plan Account by reason of his or her
prior election not to purchase Shares in a given Annual Period or by reason of
the actual Purchase Price being less than the per-share amount deducted from
the member's Account shall be disbursed to the employee after the end of Annual
Period. The Corporation shall as expeditiously as possible after the last day
of each Annual Period issue to the member entitled thereto the certificate
evidencing the Shares issuable to him or her as provided herein.
Notwithstanding anything above the contrary, (a) if the number of Shares
that members desire to purchase at the end of any Annual Period exceeds the
number of Shares then available under the Plan, the Shares available shall be
allocated among such members in proportion to their Plan Accounts (but no
fractional Shares shall be issued); and (b) no funds in a member's Plan Account
shall be applied to the purchase of Shares and no Shares hereunder shall be
issued unless such Shares are covered by an effective registration statement
under the Securities Act of 1933, as amended, or by an exemption therefrom.
8. Termination of Membership.
A member's membership in the Plan will be terminated when the member (a)
voluntarily elects to withdraw his or her entire Plan Account, (b) resigns or
is discharged from the Corporation or one of its subsidiaries, (c) dies, or (d)
does not receive salary from the Corporation or one of its present or future
subsidiaries for twelve (12) consecutive months, unless this period is due to
illness, injury or for other reasons approved by the persons or person
appointed by the Corporation to administer the Plan as provided in Paragraph 12
below. Upon termination of membership, the terminated member shall not be
entitled to rejoin the Plan until the first day of the Annual Period
immediately following the Annual Period in which the termination occurs, and
further provided that a terminated member who is an executive officer of the
Corporation shall not be entitled to rejoin the Plan until the first day of the
first Annual Period that commences after the expiration of six months from the
date of termination of membership. Upon termination of membership, the member
shall be entitled to the amount of his or her Plan Account.
9. Leaves of Absence.
A member who goes on an approved leave of absence prior to the Exercise
Date may elect for Shares to be purchased at that date using his or her Plan
Account.
10. Retirement.
A member who retires prior to the Exercise Date may elect for Shares to be
purchased at that date using his or her Plan Account.
3
<PAGE> 4
11. Beneficiary.
Each member may file a written designation of a beneficiary who is to
receive any Shares credited to his or her Plan Account in the event of the
death of such member after the Exercise Date but prior to delivery to such
member of such Shares. Such designation may be changed by the member at any
time by written notice received by the Corporation.
Upon the death of a member his or her Plan Account shall be paid or
distributed to the beneficiary or beneficiaries designated by such member, or
in the absence of such designation, to his or her estate, and in either event
the Corporation shall not be under any further liability to anyone. If more
than one beneficiary is designated, then each beneficiary shall receive an
equal portion of the Plan Account unless the member indicates to the contrary
in his or her designation, provided that the Corporation may in its sole
discretion make distributions in such form as will avoid the creation of
fractional Shares.
12. Administration Of The Plan.
The Plan shall be administered by the Compensation Committee of the Board
of Directors of the Corporation (the "Board"), or such individual or committee
as it designates. All costs and expenses incurred in administering the Plan
shall be paid by the Corporation. Any taxes applicable to the member's Plan
Account shall be charged to the member's Plan Account by the Corporation.
13. Modification and Termination.
The Corporation expects to continue the Plan until such time as all Shares
reserved for issuance under the Plan have been sold. The Corporation reserves,
however, the right to amend, alter or terminate the Plan in its discretion, and
intends to terminate the Plan in the event shareholder approval of the Plan is
not obtained prior to July 1, 1997. Upon termination, each member shall be
entitled to the amount of his or her Plan Account.
14. Adjustments Upon Changes In Capitalization.
Appropriate and proportionate adjustments shall be made in the number and
class of Shares subject to this Plan, and to the rights granted hereunder and
the prices applicable to such rights, in the event of a stock dividend, stock
split, reverse stock split, recapitalization, reorganization, merger,
consolidation, acquisition, separation or like change in the capital structure
of the Corporation.
15. Transferability Of Rights.
No rights of any employee under this Plan shall be transferable by him or
her, by operation of law or otherwise, except to the extent that a member is
permitted to designate a beneficiary or beneficiaries as hereinabove provided,
and except to the extent permitted by will or the laws of descent and
distribution if no such beneficiary is designated.
4
<PAGE> 5
16. Participation In Other Plans.
Nothing herein contained shall affect an employee's right to participate
in and receive benefits under and in accordance with the then current
provisions of any pension, insurance or other employee welfare plan or program
of the Corporation; provided, however, that an employee is prohibited from
simultaneously participating in the Plan and the Corporation's Incentive Stock
Option Plan and/or the Corporation's Stock Bonus Plan.
17. Applicable Law.
The interpretation, performance and enforcement of this Plan shall be
governed by the laws of the State of Michigan.
18. Effective Date of Plan; Shareholder Approval.
The Plan shall become effective on July 1, 1996 by action of the Board and
shall be submitted to the shareholders of the Corporation for their approval at
the Annual Meeting of Shareholders to be held in 1996. The Corporation's
obligation to offer, sell or deliver Shares under the Plan is subject to any
governmental approval required in connection with the authorized issuance or
sale of such Shares and is further subject to the determination by the
Corporation that it has complied with all applicable securities laws.
19. Legend Conditions.
The Shares of Common Stock to be issued pursuant to the provisions of this
Plan shall have endorsed upon their face the following:
The Shares represented by this certificate have not been registered
under the Securities Act of 1933. The Shares have been acquired for
investment and may not be pledged or hypothecated, and may not be sold or
transferred in the absence of an effective Registration Statement for the
Shares under the Securities Act of 1933 or an opinion of counsel to the
Company that registration is not required under said Act."
20. Amendment, Suspension and Termination of the Plan
The Board shall have the power at any time to add to, amend or repeal any
of the provisions of the Plan, to suspend the operation of the entire Plan or
any provision or provisions thereof for any period or periods or to terminate
the Plan in whole or in part, provided, however, that no such addition,
amendment, repeal, suspension or termination shall in any way affect the rights
of the holders of outstanding options to purchase Shares in accordance with the
provisions hereof.
5
<PAGE> 1
EXHIBIT 5
[RAYMOND & WALSH, P.C. ATTORNEYS AND COUNSELORS LETTERHEAD]
August 7, 1997
Board of Directors
United American Healthcare Corporation
1155 Brewery Park Blvd., Suite 200
Detroit, MI 48207
Gentlemen:
We are legal counsel to United American Healthcare Corporation, a Michigan
corporation (the "Company"). We have represented the Company in connection
with the issuance of up to 200,000 shares of the Company's common stock (the
"Shares") pursuant to the provisions of the Company's Employee Stock Purchase
Plan (the "Plan"") and in the preparation and filing with the United States
Securities and Exchange Commission of a Registration Statement on Form S-8.
In connection with the preparation of this opinion, we have reviewed the
Company's Restricted Articles of Incorporation, its By-Laws, minutes of
meetings of the Board of Directors of the Company, copies of the Plan and
Registration Statement, and such other documents as we deemed relevant.
Based upon the foregoing, we are of the opinion that the issuance of the
Shares has been approved by all necessary corporate action, and that when the
Shares are paid for pursuant to the terms of the Plan they will be legally
issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion as an Exhibit to the
Registration Statement and to all references to our firm in the Registration
Statement.
Very truly yours,
RAYMOND & WALSH, P.C.
/s/ John J. Walsh
John J. Walsh
<PAGE> 1
CONSENT OF INDEPENDENT AUDITORS
We have issued our report dated October 8, 1996, accompanying the consolidated
financial statements of United American Healthcare Corporation and subsidiaries
appearing in the Annual Report on Form 10-K for the year ended June 30, 1996
which is incorporated by reference in this Registration Statement. We hereby
consent to the incorporation by reference of said report in the Registration
Statement of Form S-8.
/s/ Grant Thornton LLP
Detroit, Michigan
August 7, 1997
<PAGE> 1
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Ronald R. Dobbins and Julius V. Combs, M.D., and
each of them his true and lawful attorneys-in-fact and agents, with full power
of substitution and resubstitution, for him and in his name, place and stead,
in any and all capacities, to sign any and all amendments to this Registration
Statement, and to file the same, with all exhibits thereto, and other documents
in connection therewith, with the Securities and Exchange Commission, granting
unto said attorneys-in-fact and agents full power and authority to do so 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 attorneys-in-fact
and agents or then substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities indicated on the 7th day of August, 1997.
<TABLE>
<S> <C>
Julius V. Combs Chief Executive Officer
- ------------------------------- (Principal Executive Officer)
Julius V. Combs, M.D.
Anita C. R. Gorham Director, Secretary
- -------------------------------
Anita C. R. Gorham
Jagannathan Vanaharam Senior Vice President - Treasurer
- ------------------------------- (Principal Financial Officer)
Jagannathan Vanaharam
Paul Samuels Corporate Controller
- ------------------------------- (Principal Accounting Officer)
Paul Samuels
Vivian L. Carpenter Director
- -------------------------------
Vivian L. Carpenter
Julius V. Combs Director
- -------------------------------
Julius V. Combs, M.D.
Ronald R. Dobbins Director
- -------------------------------
Ronald R. Dobbins
William B. Fitzgerald Director
- -------------------------------
William Fitzgerald
Harcourt G. Harris, M.D. Director
- -------------------------------
Harcourt G. Harris, M.D.
Ronald Horwitz Director
- -------------------------------
Ronald Horwitz
Emmett S. Moten Director
- -------------------------------
Emmett S. Moten, Jr.
</TABLE>
