UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
Healthcare Imaging Services, Inc.
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
421 939 109
(CUSIP Number)
Scott M. Zimmerman, Esq.
Shereff, Friedman, Hoffman & Goodman, LLP
919 Third Avenue
New York, New York 10022
(212) 758-9500
(Name, Address and Telephone Number of
Person Authorized to Receive Notices and Communications)
May 2, 1996
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box: [ ]
Check the following box if a fee is being paid with this statement: [ ]
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SCHEDULE 13D
CUSIP No. 421 939 109
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Elliott H. Vernon
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_|
(b) |_|
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO and PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) |_|
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF 7 SOLE VOTING POWER
SHARES 1,080,500
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY -0-
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 1,080,500
PERSON 10 SHARED DISPOSITIVE POWER
WITH -0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
1,080,500
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES |_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.5%
14 TYPE OF REPORTING PERSON
IN
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Amendment No. 1 to Schedule 13D
Healthcare Imaging Services, Inc.
This Amendment No. 1 to Schedule 13D relating to Elliott H.
Vernon's beneficial ownership of shares of the common stock, par value $0.01 per
share, of Healthcare Imaging Services, Inc. restates, amends and supplements the
original Schedule 13D filed by Elliott H. Vernon with the Securities and
Exchange Commission on March 4, 1994 (the "Original Schedule 13D").
Item 1. Security and Issuer
The class of equity securities to which this statement relates is
the common stock, par value $0.01 per share (the "Common Stock"), of Healthcare
Imaging Services, Inc., a Delaware corporation (the "Company"). The principal
executive offices of the Company are located at 200 Schulz Drive, Middletown,
New Jersey 07701.
Item 2. Identity and Background
This statement is being filed by Elliott H. Vernon (the
"Reporting Person"). The Reporting Person's principal occupation is as the
Chairman of the Board, Chief Executive Officer and President of the Company. The
Company is principally engaged in the business of establishing and operating
fixed-site magnetic resonance imaging centers. The Reporting Person's business
address is c/o Healthcare Imaging Services, Inc., 200 Schulz Drive, Middletown,
New Jersey 07701.
During the last five years, the Reporting Person has not been
convicted in any criminal proceeding (excluding traffic violations or similar
misdemeanors) nor has the Reporting Person been a party to a civil proceeding of
a judicial or administrative body of competent jurisdiction and as a result of
such proceeding was or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to, federal
or state securities laws or finding any violations with respect to such laws.
The Reporting Person is a citizen of the United States.
Item 3. Source and Amount of Funds or Other Consideration
The Reporting Person acquired all of the shares of Common Stock
beneficially owned by him as of March 1, 1994 from the Company in connection
with the Company's acquisition of its assets from certain partnerships in which
the Reporting Person was a partner.
As of February 1, 1996, the Company amended its employment
agreement with the Reporting Person. Pursuant to such amendment, the employment
agreement's expiration date of October 22, 1996 was extended to October 22, 1997
and during such one-year extension the Reporting Person's annual base
compensation will be reduced from $200,000 to $100,000. Upon execution of such
amendment, options (the "Vernon Old Options") that the
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Reporting Person held as of such date exercisable to purchase an aggregate of
270,000 shares of Common Stock under the Company's 1991 Stock Option Plan (the
"1991 Plan") were terminated, and the Company granted him options (subject to
certain stockholder ratification and approvals) exercisable until February 1,
2001 to purchase an aggregate of 500,000 shares of Common Stock at a cash
exercise price of $0.75 per share (the "Vernon New Options"). The Vernon New
Options became fully vested on May 2, 1996 upon receipt of the required
stockholder ratification and approvals at the Company's 1996 Annual Meeting of
Stockholders.
On February 9, 1996, the Reporting Person purchased 11,500 shares
(the "Vernon Series C Shares") of the Company's Series C Convertible Preferred
Stock (the "Series C Stock") for a purchase price of $25,875 in connection with
the Company's sale on such date of an aggregate of 600,000 shares of Series C
Stock for an aggregate purchase price of $1,350,000 in a private placement
transaction. The source of the funds for the Reporting Person's purchase was his
personal funds. The Vernon Series C Shares became convertible at the Reporting
Person's option into an aggregate of 80,500 shares of Common Stock on May 2,
1996 upon receipt of certain required stockholder approvals at the Company's
1996 Annual Meeting of Stockholders.
Item 4. Purpose of Transaction
See Item 3 above. The Reporting Person intends to continually
review his investment in the Company and based upon several factors, including,
but not limited to, the Reporting Person's financial position, the Company's
business affairs and financial position, the general economy and conditions in
the securities markets, may purchase additional shares of Common Stock or
dispose of shares of Common Stock beneficially owned by the Reporting Person in
the open market or in privately negotiated transactions to one or more
purchasers or pursue other transactions.
Except as described herein, other than in his capacity as
Chairman of the Board, Chief Executive Officer and President of the Company, the
Reporting Person does not have any plans or proposals which relate to or would
result in (a) the acquisition by any person of additional securities of the
Company or the disposition of securities of the Company, (b) an extraordinary
corporate transaction, such as a merger, reorganization or liquidation,
involving the Company or any of its subsidiaries, (c) a sale or transfer of a
material amount of the assets of the Company or any of its subsidiaries, (d) any
change in the present board of directors or management of the Company, including
any plans or proposals to change the number or term of directors or to fill any
existing vacancies on the Company's board of directors, (e) any material change
in the present capitalization or dividend policy of the Company, (f) any other
material change in the Company's business or corporate structure, (g) changes in
the Company's charter, bylaws, or instruments corresponding thereto or other
actions which may impede the acquisition of control of the Company by any
person, (h) causing a class of the securities of the Company to be delisted from
a national securities exchange or to cease to be authorized to be quoted in an
inter-dealer quotation system of a registered national securities association,
(i) a class of equity securities of the Company becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Securities
Exchange Act of 1934, as amended, or (j) any action similar to any of those
enumerated above.
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Item 5. Interest in Securities of the Issuer
As of March 1, 1994, the Reporting Person beneficially owned
620,000 shares of Common Stock, which represented 15.56% of the then outstanding
shares of Common Stock. (Such number was based on the number of shares of Common
Stock reflected as outstanding in the Company's Proxy Statement for its Annual
Meeting of Stockholders held on December 17, 1993, as adjusted where appropriate
for exercisable warrants or options). The 620,000 shares of Common Stock
beneficially owned by the Reporting Person included 50,000 shares of Common
Stock issuable upon exercise, at a per share exercise price equal to $5.00, of
options granted to the Reporting Person pursuant to the 1991 Plan. Such shares
did not include 75,000 shares of Common Stock issuable upon exercise, at a per
share exercise price equal to $5.00, of options granted to the Reporting Person
pursuant to the 1991 Plan which are not currently exercisable. The Reporting
Person had sole voting and dispositive power of the 620,000 shares of Common
Stock then beneficially owned by him.
Other than as set forth on Schedule A attached hereto, the
Reporting Person did not engage in any transactions in the Common Stock during
the 60 days preceding the date of the Original Schedule 13D.
As of May 22, 1996, the Reporting Person beneficially owned
1,080,500 shares of Common Stock, which represented approximately 19.5% of the
then outstanding shares of Common Stock. (According to the Company's Form 10-Q
for the quarterly period ended March 31, 1996, as of May 15, 1996 there were
4,961,974 shares of Common Stock outstanding. Accordingly, in computing the
percentage of Common Stock beneficially owned by the Reporting Person, such
number, as adjusted for exercisable options and convertible securities, was
used.) Such 1,080,500 shares included 500,000 shares of Common Stock issuable
upon exercise of the Vernon New Options which are currently exercisable and
80,500 shares of Common Stock issuable upon conversion of the Vernon Series C
Shares which are currently convertible. Such 1,080,500 shares did not include
the Vernon Restricted Stock Grant because the Reporting Person has neither
voting power nor investment power with respect to such shares until they become
vested. The Reporting Person has sole voting and dispositive power with respect
to such 1,080,500 shares. Assuming conversion of all of the Series C Stock into
an aggregate of 4,620,000 shares of Common Stock, the Reporting Person's
beneficial ownership of 1,080,500 shares of Common Stock would represent
approximately 10.7% of the outstanding shares of Common Stock.
Other than as set forth herein, the Reporting Person did not
engage in any transactions in the securities of the Company during the sixty
days preceding May 22, 1996.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer
None.
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Item 7. Material to be Filed as Exhibits
None.
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Signatures
After reasonable inquiry and to the best of the undersigned's
knowledge and belief, the undersigned certifies that the information set forth
in this statement is true, complete and correct.
Dated: May 22, 1996 By: /s/Elliott H. Vernon
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SCHEDULE A
TRANSACTIONS IN THE COMMON STOCK EFFECTED
BY THE REPORTING PERSON DURING THE 60 DAYS
PRECEDING THE DATE OF THE ORIGINAL SCHEDULE 13D
Price Per Share or
Date Type Amount Derivative Security
12/29/93 Sale in the 10,000 Shares $5.00
Open Market
1/14/94 Private Sale 500 Redeemable Common $6.25
Stock Purchase Warrants
(right to buy)*
1/17/94 Private Sale 1,500 Redeemable Common $6.00
Stock Purchase Warrants
(right to buy)*
1/26/94 Sale in the 5,000 Shares $4.25
Open Market
1/31/94 Sale in the 1,000 Shares $4.375
Open Market
2/1/94 Sale in the 4,000 Shares $4.25
Open Market
2/9/94 Sale in the 4,000 Shares $4.50
Open Market
2/10/94 Sale in the 3,000 Shares $4.50
Open Market
2/11/94 Sale in the 3,000 Shares $4.50
Open Market
* Each redeemable common stock purchase warrant ("Redeemable Warrant") entitled
the holder thereof to purchase one share of Common Stock and one Class B Common
Stock Purchase Warrant ("Class B Warrant") for $2.50 until March 18, 1994.
Thereafter, each Redeemable Warrant is exercisable at $7.00 for one share of
Common Stock until expiration on November 12, 1996. Each Class B Warrant was
exercisable immediately at $2.00 for one share of Common Stock until December
20, 1994, and at $7.00 thereafter until expiration on November 12, 1996.
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