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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)
Healthcare Imaging Services, Inc.
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(Name of Issuer)
Common Stock, par value $0.01 per share
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(Title of Class of Securities)
421 939 109
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(CUSIP Number)
Scott M. Zimmerman, Esq.
Swidler Berlin Shereff Friedman, LLP
919 Third Avenue
New York, New York 10022
(212) 758-9500
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(Name, Address and Telephone Number of
Person Authorized to Receive Notices and Communications)
October 2, 1998
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(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(e), Rule 13d-1(f) or Rule 13d-1(g), check the
following box: [ ]
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SCHEDULE 13D
<TABLE>
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<S> <C> <C>
CUSIP No. 421 939 109
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Elliott H. Vernon
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
OO
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5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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NUMBER OF 7 SOLE VOTING POWER
SHARES 1,330,500
BENEFICIALLY ----------------------------------------------------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH -0-
REPORTING ----------------------------------------------------------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH 1,330,500
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10 SHARED DISPOSITIVE POWER
-0-
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
1,330,500
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12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.22%
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14 TYPE OF REPORTING PERSON
IN
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</TABLE>
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AMENDMENT NO. 2 TO SCHEDULE 13D
HEALTHCARE IMAGING SERVICES, INC.
This Amendment No. 2 to Schedule 13D relating to Elliott H.
Vernon's beneficial ownership of shares of the common stock, par value $0.01
per share (the "Common Stock"), of Healthcare Imaging Services, Inc. (the
"Company") 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") and Amendment No. 1 to the Original Schedule 13D filed
on June 4, 1996.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Item 3 of the Original Schedule 13D, as previously amended,
hereby is amended to include the following information:
In connection with the Company's amendment as of February 1,
1996 of its employment agreement with the Reporting Person, the Reporting
Person received from the Company a restricted stock award of 250,000 shares of
Common Stock. The restrictions thereon lapsed upon consummation by the Company
of its acquisition of five New Jersey-based multi-modality diagnostic imaging
facilities on October 2, 1998 (the "Beran Acquisition").
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
Item 5 of the Original Schedule 13D, as previously amended,
hereby is amended to include the following information:
As of April 19, 1999 (the "Reporting Date"), the Reporting
Person beneficially owned 1,330,500 shares of Common Stock, which represented
approximately 11.22% of the then outstanding shares of Common Stock. (According
to the Company's Annual Report on Form 10-K for the fiscal year ended December
31, 1998, as of March 26, 1999 there were 11,356,974 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 1,330,500
shares included 500,000 shares of Common Stock issuable upon the exercise of
certain currently exercisable stock options but did not include 500,000 shares
of Common Stock issuable upon the exercise of certain stock options which are
not exercisable within 60 days of the Reporting Date. The Reporting Person has
sole voting and dispositive power with respect to such 1,330,500 shares.
Other than as set forth herein, the Reporting Person did not
engage in any transactions in the securities of the Company during the 60 days
preceding the Reporting Date.
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ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER
In connection with the Beran Acquisition, the Reporting
Person entered into a voting agreement, dated as of October 1, 1998 (the
"Voting Agreement"), with the Company, Dr. George Braff and Echelon MRI, P.C.,
Mainland Imaging Center, P.C., North Jersey Imaging Management Associates,
L.P., Bloomfield Imaging Associates, P.A., and Irving N. Beran, M.D., P.A.
Pursuant to the Voting Agreement, each of the Reporting Person and Dr. Braff
agreed to vote his shares of Common Stock for the approval and ratification of
the issuance of the Company's Series D Cumulative Accelerating Redeemable
Preferred Stock (the "Series D Stock") in October 1998 in connection with the
Beran Acquisition and further agreed, until the earlier to occur of (a) the
approval and ratification of the issuance of the Series D Stock by the
stockholders of the Company or (b) March 31, 1999, not to sell, transfer,
assign or otherwise dispose of any of his shares of Common Stock unless the
proposed transferee of such shares agrees to be bound by the terms of the
Voting Agreement. The Voting Agreement will terminate upon the earlier to occur
of (a) the approval and ratification of the issuance of the Series D Stock by
the stockholders of the Company and (b) the redemption and/or conversion of the
Series D Stock in accordance with its terms.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit 1 Voting Agreement, dated as of October 1, 1998, by and among
Healthcare Imaging Services, Inc., Elliott H. Vernon and
George Braff, M.D. and Echelon MRI, P.C., Mainland Imaging
Center, P.C., North Jersey Imaging Management Associates,
L.P., Bloomfield Imaging Associates, P.A., and Irving N.
Beran, M.D., P.A.
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SIGNATURES
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true,
complete and correct.
Dated: April 19, 1999 By: /s/ Elliott H. Vernon
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Elliott H. Vernon
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INDEX TO EXHIBITS
Exhibit 1 Voting Agreement, dated as of October 1, 1998, by and Page ____
among Healthcare Imaging Services, Inc., Elliott H.
Vernon and George Braff, M.D. and Echelon MRI, P.C.,
Mainland Imaging Center, P.C., North Jersey Imaging
Management Associates, L.P., Bloomfield Imaging
Associates, P.A., and Irving N. Beran, M.D., P.A.
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EXHIBIT 1
VOTING AGREEMENT
This Voting Agreement (this "Agreement") is made and entered into as
of October 1, 1998 by and among HEALTHCARE IMAGING SERVICES, INC., a Delaware
corporation (the "Company"), ELLIOTT H. VERNON and GEORGE BRAFF, M.D.
(individually, a "Stockholder" and collectively, the "Stockholders") and
ECHELON MRI, P.C., a New Jersey professional corporation, MAINLAND IMAGING
CENTER, P.C., a New Jersey professional corporation, NORTH JERSEY IMAGING
MANAGEMENT ASSOCIATES, L.P., a New Jersey limited partnership, BLOOMFIELD
IMAGING ASSOCIATES, P.A., a New Jersey professional corporation, and IRVING N.
BERAN, M.D., P.A., a New Jersey professional corporation (individually, a
"Seller" and collectively, the "Sellers").
WHEREAS, the Company, the Sellers and certain other parties have
entered into, as of September 16, 1998, an Asset Purchase Agreement (the
"Purchase Agreement"; terms used herein and not otherwise defined are used
herein as defined in the Purchaser Agreement), pursuant to which the Company is
purchasing substantially all of the assets of the Sellers as of the date
hereof;
WHEREAS, each of the Stockholders owns the number of shares of common
stock, par value $.01 per share, of the Company set forth opposite his name on
Schedule A annexed hereto (collectively, the "Shares" and, with respect to the
Shares owned by a specific Stockholder, the "Stockholder's Shares"); and
WHEREAS, the execution and delivery of this Agreement by the
Stockholders is a condition to the closing of the transactions contemplated by
the Purchase Agreement.
NOW, THEREFORE, in order to induce the Sellers to consummate the
transactions contemplated by the Purchase Agreement and in consideration of the
covenants and agreements set forth herein, the parties hereto agree as follows:
1. Covenants of Stockholders. Until such time as this Agreement
is terminated, each Stockholder, in his capacity as such, agrees, severally and
not jointly, to vote all of such Stockholder's Shares for the approval and
ratification of the issuance of the Series D Stock. Until the earlier to occur
of (a) the approval and ratification of the issuance of the Series D Stock by
the stockholders of the Company or (b) March 31, 1999, each Stockholder, in his
capacity as such, agrees not to sell, transfer, assign or otherwise dispose of
any of his Shares unless the proposed transferee of such Shares agrees to be
bound by the terms of this Agreement.
2. Term. This Agreement shall terminate upon the earliest to
occur of (a) the approval and ratification of the issuance of the Series D
Stock by the stockholders of the Company, (b) the redemption and/or conversion
of the Series D Stock in accordance with its terms, or (c) the termination of
the Purchase Agreement in accordance with its terms.
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3. Representations and Warranties of the Stockholders. Each
Stockholder, severally and not jointly, represents and warrants to the Sellers
as follows:
(a) such Stockholder beneficially owns such
Stockholder's Shares free and clear of any lien, security interest,
encumbrance or other adverse claim; and
(b) such Stockholder has the right, power and authority
to execute and deliver this Agreement and to perform his obligations
hereunder; such execution, delivery and performance will not violate
any applicable Law or any outstanding agreement or instrument to which
such Stockholder is a party; and this Agreement constitutes a legal,
valid and binding agreement on the part of such Stockholder
enforceable against such Stockholder in accordance with its terms.
4. Further Assurances. Each party hereto shall perform such
further acts and execute such further documents as may reasonably be required
to carry out the provisions of this Agreement.
5. Assignment. Except as provided in Section 1, neither this
Agreement nor any of the rights, interests or obligations hereunder shall be
assigned by any party hereto (whether by operation of law or otherwise) without
the prior written consent of the other parties hereto.
6. Specific Performance. The parties hereto agree that
irreparable damage would occur in the event that any of the provisions of this
Agreement were not performed in accordance with their specific terms or were
otherwise breached. It is accordingly agreed that the parties hereto shall be
entitled to an injunction or injunctions to prevent breaches of this Agreement
and to enforce specifically the terms and provisions hereof, this being in
addition to any other remedy to which they are entitled at law or in equity.
7. Notices. Any notice, demand, request, waiver, or other
communication under this Agreement shall be in writing and shall be deemed to
have been duly given on the date of service, if personally served or sent by
telecopy; on the business day after notice is delivered to a courier or mailed
by express mail, if sent by courier delivery service or express mail for next
day delivery; and on the third day after mailing, if mailed to the party to
whom notice is to be given, by first class mail, registered, return receipt
requested, postage prepaid and addressed as follows:
If to the Company or the Stockholders, to:
Elliott H. Vernon, Esq.
c/o Healthcare Imaging Services, Inc.
200 Schulz Drive
Red Bank, New Jersey 07701
Fax: (732) 224-9362
with a copy to:
Scott M. Zimmerman, Esq.
Swidler Berlin Shereff Friedman, LLP
919 Third Avenue
New York, New York 10022
Fax: (212) 758-9526
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If to the Sellers, to:
Phyllis Beran
1751 Rolling Lane
Cherry Hill, New Jersey 08003
Fax: (609) 795-0139
with a copy to:
Steven Dubow, Esq.
Blank Rome Comisky & McCauley LLP
One Logan Square
Philadelphia, Pennsylvania 19103-6698
Fax: (215) 569-5628
8. Effect of Invalidity. Any term or provision of this Agreement
which is invalid or unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such invalidity or
unenforceability without rendering invalid or unenforceable the remaining terms
and provisions of this Agreement or affecting the validity or enforceability of
any of the terms or provisions of this Agreement in any other jurisdiction. If
any provision of this Agreement is so broad as to be unenforceable, such
provision shall be interpreted to be only so broad as is enforceable.
9. Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be an original, but all of which together
shall constitute one and the same agreement.
10. Governing Law; Jurisdiction. This Agreement shall be
construed in accordance with, and governed by, the Laws of the State of New
Jersey as applied to contracts made and to be performed entirely in the State
of New Jersey without regard to principles of conflicts of Law, except to the
extent that the corporate laws of the State of Delaware are mandatorily
applicable. Each of the parties hereto hereby irrevocably and unconditionally
submits to the exclusive jurisdiction of any court of the State of New Jersey
or any federal court sitting in the State of New Jersey for purposes of any
suit, action or other proceeding arising out of this Agreement (and agrees not
to commence any action, suit or proceedings relating hereto except in such
courts). Each of the parties hereto agrees that service of any process,
summons, notice or document by U.S. registered mail at its address set forth
herein shall be effective service of process for any action, suit or proceeding
brought against it in any such court. Each of the parties hereto hereby
irrevocably and unconditionally waives any objection to the laying of venue of
any action, suit or proceeding arising out of this Agreement, which is brought
by or against it, in the courts of the State of New Jersey or any federal court
sitting in the State of New Jersey and hereby further irrevocably and
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unconditionally waives and agrees not to plead or claim in any such court that
any such action, suit or proceeding brought in any such court has been brought
in an inconvenient forum.
11. Binding Effect: Benefits. This Agreement shall inure to the
benefit of and shall be binding upon the parties hereto and their respective
heirs, legal representatives, successors and permitted assigns. Nothing in this
Agreement, expressed or implied, is intended to or shall confer on any person
other than the parties hereto and their respective heirs, legal representatives
and successors and permitted assigns any rights, remedies, obligations or
liabilities under or by reason of this Agreement.
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IN WITNESS WHEREOF, the Company, the Stockholders and the Sellers have
executed this Agreement, or caused this Agreement to be executed by their
respective officers thereunto duly authorized, as the case may be, as of the
date first above written.
COMPANY:
HEALTHCARE IMAGING SERVICES, INC.
By: /s/ Elliott H. Vernon
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Name: Elliott H. Vernon
Title: Chairman of the Board,
President and Chief Executive Officer
STOCKHOLDERS:
/s/ Elliott H. Vernon
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Elliott H. Vernon
/s/ George Braff
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George Braff, M.D.
SELLERS:
ECHELON MRI, P.C.
By: /s/ Samuel J. Beran
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Name: Samuel J. Beran
Title: President
MAINLAND IMAGING CENTER, P.C.
By: /s/ Samuel J. Beran
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Name: Samuel J. Beran
Title: President
NORTH JERSEY IMAGING MANAGEMENT
ASSOCIATES, L.P.
By: SAMUEL J. BERAN, M.D., P.C., General Partner
By: /s/ Samuel J. Beran
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Name: Samuel J. Beran
Title: President
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BLOOMFIELD IMAGING ASSOCIATES, P.A.
By: /s/ Samuel J. Beran
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Name: Samuel J. Beran
Title: President
IRVING N. BERAN M.D, P.A.
By: /s/ Samuel J. Beran
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Name: Samuel J. Beran
Title: President
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SCHEDULE A
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NAME NUMBER OF SHARES
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Elliott H. Vernon 500,000
George Braff 1,000,000
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