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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
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1155 Brewery Park Boulevard, Suite 200, Detroit, MI 48207-9998
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(Address of Principal Executive Offices) (Zip Code)
1998 STOCK OPTION PLAN, AND
STOCK OPTION UNDER EMPLOYMENT AGREEMENT
DATED AS OF MAY 11, 1998
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(Full title of the plans)
Gregory H. Moses, Jr., President and Chief Executive Officer
1155 Brewery Park Boulevard, Suite 200
Detroit, Michigan 48207-9998
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(Name and address of agent for service)
(313) 393-0200
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(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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Proposed
Proposed maximum
Title of securities Amount to be maximum offering aggregate offering Amount of
to be registered registered price per share price registration fee
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<S> <C> <C> <C> <C>
Common Shares (1) 500,000 shares $ 1.125 (2) $562,500.00
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Common Shares 100,000 shares $1.38 (3) $138,000.00
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Total 600,000 shares $700,500.00 $194.74
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</TABLE>
(1) No par value ("Common Shares")
(2) Calculated pursuant to Rule 457(h) solely for the purpose of computing the
registration fee and based on the average of the high and low prices of the
Common Shares, as quoted on the New York Stock Exchange, Inc., on March 25,
1999.
(3) Calculated pursuant to Rule 457(h) solely for the purpose of computing the
registration fee and based on the exercise price of the options.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The documents listed below are incorporated by reference in this
registration statement:
1. The Annual Report of United American Healthcare Corporation (the
"Registrant") on Form 10-K for the fiscal year ended June 30, 1998 as filed
with the Securities and Exchange Commission (the "Commission") pursuant to
the Securities Exchange Act of 1934, as amended (the "Exchange Act").
2. The Quarterly Reports of the Registrant on Form 10-Q for the fiscal
quarters ended September 30, 1998 and December 31, 1998 as filed with the
Commission pursuant to the Exchange Act, and all other reports filed by the
Registrant pursuant to Section 13(a) or 15(d) of the Exchange Act since the
end of the fiscal year ended June 30, 1998.
3. The description of the Registrant's Common Shares included in the
Prospectus, dated April 23, 1991 (the "Prospectus"), of the Registrant,
included in its Registration Statement on Form S-1 effective April 23,
1991, as filed with the Commission pursuant to the Securities Act of 1933,
as amended (the "Securities Act"), under the caption "DESCRIPTION OF
CAPITAL STOCK - Common Shares" on page 31 of the Prospectus, including any
amendment or report filed for the purpose of updating such description.
All documents subsequently filed by the Registrant 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 have been
sold or which deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference in this Registration Statement and to be part
hereof from the date of filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Michigan Business Corporation Act permits Michigan corporations to
limit the personal liability of directors and officers for breaches of their
fiduciary duties. The Articles of Incorporation of the Registrant so limit the
liability of directors. The Registrant's Bylaws also provide for indemnification
of directors and officers.
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The Articles of Incorporation limit director liability for breaches of
fiduciary duty as a director, except for liability for (i) any breach of the
director's duty of loyalty to the corporation or its shareholders, (ii) acts or
omissions not in good faith or that involve intentional misconduct or a knowing
violation of laws, (iii) a violation of Section 551(1) of the Michigan Business
Corporation Act, or (iv) any transaction from which the director derived any
improper personal benefit. These provisions, however, do not affect liability
under the Securities Act.
The Michigan Business Corporation Act authorizes a corporation under
specified circumstances to indemnify its directors and officers (including
reimbursement for expenses incurred) for any action taken or any failure to take
any action as a director or officer, except for liability for specified acts.
The provisions of the Registrant's Bylaws relating to indemnification of
directors and officers limit director, officer and employee liability to the
fullest extent permitted by Michigan Law. The provisions of the Michigan
Business Corporation Act are broad enough to permit indemnification with respect
to liabilities arising under the Securities Act or the Michigan Uniform
Securities Act.
In addition, the Registrant has obtained directors' and officers' liability
insurance. The policy provides for $20,000,000 in coverage, including
liabilities under the Securities Act.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
4.1 Restated Articles of Incorporation, incorporated by reference to
Exhibit 3.1 to the Registrant's Registration Statement on Form S-1
effective April 23, 1991, as filed with the Commission pursuant to
the Securities Act
5.1 Opinion of Honigman Miller Schwartz and Cohn.
23.1 Consent of KPMG LLP
23.2 Consent of Grant Thornton LLP
23.3 Consent of Honigman Miller Schwartz and Cohn (included in the opinion
filed as Exhibit 5.1 to this Registration Statement)
24.1 Powers of Attorney (included after the signature of the Registrant
contained on page 5 of this Registration Statement)
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99.1 United American Healthcare Corporation 1998 Stock Option Plan,
incorporated by reference to Exhibit 10.41 to the Registrant's Annual
Report on Form 10-K for the fiscal year ended June 30, 1998
99.2 Employment Agreement between Gregory H. Moses, Jr. and the Registrant
dated May 11, 1998, incorporated by reference to Exhibit 10.38 to the
Registrant's Annual Report on Form 10-K for the fiscal year ended
June 30, 1998
ITEM 9. UNDERTAKINGS.
(a) The undersigned 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, represent a fundamental change
in the information set forth in this Registration Statement.
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
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% change in the maximum aggregate offering price
set forth in the "Calculation of Registration Fee" table in the
effective registration statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in this
Registration Statement or any material change to such
information in this Registration Statement;
Provided, however, that paragraphs (a)(1)(i) and
(a)(1)(ii) do not apply if this 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 this
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 a post-effective
amendment any of the securities being registered which remain unsold
at the termination of the offering.
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(b) 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 to Section 13(a) or 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.
(c) 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 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 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 Securities Act and will be governed by the final
adjudication of such issue.
EXPERTS
The consolidated financial statements incorporated in this Registration
Statement and in the Prospectus related to this Registration Statement by
reference have been audited by KPMG LLP, independent accountants, or by Grant
Thornton LLP, independent accountants, as stated in their respective reports
which are incorporated in this Registration Statement and such Prospectus by
reference, and have been so incorporated in reliance upon the reports of such
firms given upon the authority of such firms as experts in accounting and
auditing.
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-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 March 26, 1999.
UNITED AMERICAN HEALTHCARE CORPORATION
By: /s/ GREGORY H. MOSES, JR.
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Gregory H. Moses, Jr.
President and Chief Executive Officer
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POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each of the undersigned officers
and directors of UNITED AMERICAN HEALTHCARE CORPORATION, a Michigan corporation
(the "Registrant"), hereby constitutes and appoints Gregory H. Moses, Jr. and
William C. Brooks, and each of them, the true and lawful attorneys-in-fact and
agents of the undersigned, each with the power of substitution for him in any
and all capacities, with full power and authority in said attorneys-in-fact and
agents and in any one or more of them, to sign, execute and affix his seal
thereto and file the proposed registration statement on Form S-8 to be filed by
the Registrant under the Securities Act, which registration statement relates to
the registration and issuance of the Registrant's Common Shares, no par value,
pursuant to the United American Healthcare Corporation 1998 Stock Option Plan
and pursuant to the Stock Option granted to Gregory H. Moses, Jr. under his
Employment Agreement dated May 11, 1998 with the Registrant, and any of the
documents relating to such registration statement; any and all amendments to
such registration statement, including any amendment thereto changing the amount
of securities for which registration is being sought, and any post-effective
amendment, with all exhibits and any and all documents required to be filed with
respect thereto with any regulatory authority; granting unto said attorneys, and
each of them, 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 in order to
effectuate the same as fully to all intents and purposes as he might or could do
if personally present, hereby ratifying and confirming all that said
attorneys-in-fact and agents, and each of them, 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 the following persons in the
capacities and on the date indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
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<S> <C> <C>
/s/ GREGORY H. MOSES, JR. President, Chief Executive March 22, 1999
- ----------------------------------- Officer, Director (Principal
Gregory H. Moses, Jr. Executive Officer)
/s/ ANITA C.R. GORHAM Director March 8, 1999
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Anita C.R. Gorham
/s/ WILLIAM C. BROOKS Director March 7, 1999
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William C. Brooks
/s/ JULIUS V. COMBS, M.D. Director March 8, 1999
- -------------------------------------
Julius V. Combs, M.D.
</TABLE>
(SIGNATURES CONTINUED ON NEXT PAGE)
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(SIGNATURES CONTINUED FROM PRIOR PAGE)
<TABLE>
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SIGNATURE TITLE DATE
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<S> <C> <C>
/s/ WILLIAM B. FITZGERALD Director March 17, 1999
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William B . Fitzgerald
/s/ DARREL W. FRANCIS Director March 10, 1999
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Darrel W. Francis
/s/ HARCOURT G. HARRIS, M.D. Director March 8, 1999
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Harcourt G. Harris, M.D.
/s/ PEARL M. HOLFORTY Director March 5, 1999
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Pearl M. Holforty
/s/ RONALD M. HORWITZ, Ph.D. Director March 6, 1999
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Ronald M. Horwitz, Ph.D.
/s/ EMMETT S. MOTEN, JR. Director March 10, 1999
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Emmett S. Moten, Jr.
</TABLE>
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INDEX TO EXHIBITS
Exhibit
Number Description
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4.1 Restated Articles of Incorporation, incorporated by reference to
Exhibit 3.1 to the Registrant's Registration Statement on
Form S-1 effective April 23, 1991, as filed with the Commission
pursuant to the Securities Act.
5.1 Opinion of Honigman Miller Schwartz and Cohn.
23.1 Consent of KPMG LLP.
23.2 Consent of Grant Thornton LLP
23.3 Consent of Honigman Miller Schwartz and Cohn (included in the
opinion filed as Exhibit 5.1 to this Registration Statement).
24.1 Powers of Attorney (included after the signature of the
Registrant contained on page 5 of this Registration
Statement).
99.1 United American Healthcare Corporation 1998 Stock Option
Plan, incorporated by reference to Exhibit 10.41 to the
Registrant's Annual Report on Form 10-K for the fiscal year ended
June 30, 1998.
99.2 Employment Agreement between Gregory H. Moses, Jr. and
the Registrant dated May 11, 1998, incorporated by reference
to Exhibit 10.38 to the Registrant's Annual Report on
Form 10-K for the fiscal year ended June 30, 1998.
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EXHIBIT 5.1
[HONIGMAN MILLER SCHWARTZ AND COHN LETTERHEAD]
March 23, 1999
United American Healthcare Corporation
1155 Brewery Park Boulevard, Suite 200
Detroit, Michigan 48207
Ladies and Gentlemen:
We have represented United American Healthcare Corporation, a Michigan
corporation (the "Company"), in connection with the preparation and filing with
the Securities and Exchange Commission (the "Commission") of a Registration
Statement on Form S-8 (the "Registration Statement"), for registration under the
Securities Act of 1933, as amended (the "Securities Act"), of a maximum of
500,000 of the Company's Common Shares, no par value (the "Common Shares"), to
be issued pursuant to options granted under the United American Healthcare
Corporation 1998 Stock Option Plan (the "Plan") and an additional maximum of
100,000 of the Common Shares to be issued pursuant to the option granted to
Gregory H. Moses, Jr. under his Employment Agreement with the Company dated May
11, 1998 (the "Moses Option").
Based upon our examination of such documents and other matters as we deem
relevant, it is our opinion that the Common Shares to be offered by the Company
under the Plan and the Moses Option pursuant to the Registration Statement have
been duly authorized and, when issued and sold by the Company in accordance with
the Plan and the Moses Option and the stock options exercised thereunder, will
be legally issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving such consent, we do not admit hereby that we
come within the category of persons whose consent is required under Section 7 of
the Securities Act or the Rules and Regulations of the Commission thereunder.
Very truly yours,
HONIGMAN MILLER SCHWARTZ AND COHN
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EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the Registration Statement and
related Prospectus of United American Healthcare Corporation on Form S-8 of our
report dated September 28, 1998, on our audit of the consolidated financial
statements and schedules of United American Healthcare Corporation and
subsidiaries as of June 30, 1998, and for the year then ended, which is included
in the 1998 Annual Report on Form 10-K filed with the Securities and Exchange
Commission. We also consent to the reference to our firm under the caption
"Experts" in the Form S-8.
/s/ KPMG LLP
Detroit, Michigan
March 22, 1999
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EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the Registration Statement and
related Prospectus of United American Healthcare Corporation on Form S-8 of our
report dated September 30, 1997, on our audits of the consolidated financial
statements and schedules of United American Healthcare Corporation and
subsidiaries as of June 30, 1997 and June 30, 1996, and for each of the years
ended June 30, 1997 and June 30, 1996, which is included in the 1998 Annual
Report on Form 10-K filed with the Securities and Exchange Commission. We also
consent to the reference to our firm under the caption "Experts" in the Form
S-8.
/s/ GRANT THORNTON LLP
Southfield, Michigan
March 22, 1999
