UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
PHYSICIAN SUPPORT SYSTEMS, INC.
(Name of Issuer)
COMMON STOCK, $.001 PAR VALUE
(Title of Class of Securities)
71940V105
(CUSIP Number)
Mr. Nader Samii
Dykema Gossett PLLC
400 Renaissance Center
Detroit, Michigan 48243
(313) 568-6630
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
March 1, 1997
(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 [ ]
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that
section of the Act but shall be subject to all other provisions of the Act.
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CUSIP No. 71940V105
1. Name of Reporting Person: Hamid Mirafzali
S.S. or I.R.S. Identification No.
of above individual (optional): N/A
2. Check the Appropriate Box if a Member of a Group:
(a) [ ]
(b) [ ]
3. SEC Use Only
4. Source of Funds: 00
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 Shares 7. Sole Voting Power
236,182
Beneficially 8. Shared Voting Power
470,224
Owned by Each 9. Sole Dispositive Power
236,182
Reporting Person 10. Shared Dispositive Power
With 566,082
11. Aggregate Amount Beneficially Owned by Each Reporting Person
566,082
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares
[ ]
13. Percent of Class Represented by Amount in Row (11)
5.8%
14. Type of Reporting Person: IN
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CUSIP NO. 71940V105
ITEM 1 Security and Issuer
The title of the class of equity security to which this statement
relates is the Common Stock, $.001 par value per share (the "Common Stock")
of Physician Support Systems, Inc., a Delaware corporation (the "Issuer"),
whose principal executive offices are located at Route 230 and Eby-Chiques
Road, Mt. Joy, Pennsylvania 17552.
ITEM 2 Identity and Background
This statement is filed by Hamid Mirafzali, 505 East Huron Street,
Ann Arbor, Michigan 48104, a United States citizen. Mr. Mirafzali's present
principal occupation is President and Chief Executive Officer of Physerv
Solutions, Inc., a Michigan corporation ("Physerv"), and Spring Anesthesia
Group, Inc., a California corporation ("Spring"), both of which are wholly-
owned subsidiaries of the Issuer. The principal business of both Physerv and
Spring consists of providing accounts receivable and business management
services to anesthesiologists. During the last five years, Mr. Mirafzali
has not been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors) nor been a party to a civil proceeding
of a judicial or administrative body of competent jurisdiction subjecting
them 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 violation with respect to such laws.
ITEM 3 Source and Amount of Funds or Other Consideration
The transactions contemplated by the Physerv Purchase Agreement (as
hereinafter defined) were consummated on February 5, 1997. On February 5,
1997, Mr. Mirafzali acquired beneficial ownership of 563,932 shares of
Common Stock in exchange for all of the issued and outstanding shares of
Physerv pursuant to the terms of that certain Stock Purchase Agreement,
dated as of February 3, 1997, by and among the Issuer, PSI Acquisition
Corp., Hamid Mirafzali, Shadan Mirafzali, Nader J. Samii, as Independent
Trustee of the Neda Mirafzali Family Trust, dated November 4, 1996 and Nader
J. Samii, as Independent Trustee of the Leela Mirafzali Family Trust, dated
November 4, 1996 (the "Sellers"), a copy of which is filed as Exhibit 1.1
(the "Physerv Purchase Agreement"). Pursuant to the terms of the Physerv
Purchase Agreement, a portion of the shares of Common Stock issued to the
Sellers was determined at the close of business on February 28, 1997, based
on the average closing price for shares of Common Stock during the ten
trading days ending with February 28, 1997, on the Nasdaq Stock Market. No
cash consideration was paid by Mr. Mirafzali for any of such shares of
Common Stock. On March 6, 1997, Mr. Mirafzali acquired an additional 300
shares of the Common Stock at a price of $8.00 per share in an open market
purchase.
ITEM 4 Purpose of Transaction
Mr. Mirafzali acquired beneficial ownership of 563,932 shares of the
Common Stock pursuant to the Physerv Purchase Agreement. He had previously
acquired 1,850 shares of Common Stock in an open market transaction. On
March 6, 1997, Mr. Mirafzali acquired an additional 300 shares of the Common
Stock on the open market. Mr. Mirafzali intends to hold all of the Common
Stock to which this Schedule 13D relates for investment purposes. Mr.
Mirafzali intends to review on a continuing basis his investment in the
Issuer and the Issuer's business and prospects. Mr. Mirafzali is not
currently considering the acquisition, directly or indirectly, of additional
shares of Common Stock. Whether Mr. Mirafzali purchases additional shares or
sells shares will depend upon his evaluation of pertinent factors, including
without limitation, the availability of shares of Common Stock for purchase
and the market for the sale of shares of Common Stock at particular price
levels, the business and prospects of the Issuer, economic and stock market
conditions, other business and investment opportunities available to Mr.
Mirafzali, regulatory requirements, and the desires of Mr. Mirafzali.
Depending upon his assessment of these factors from time to time, Mr.
Mirafzali may change his present intention as stated above by possibly
determining to acquire additional shares of Common Stock or dispose of some
or all of the Common Stock held by him or deemed to be beneficially owned by
him. At present, Mr. Mirafzali has no specific plans or proposals which
relate to, or could result in, any of the matters referred to in paragraphs
(a) through (j) of Item 4 of Schedule 13D.
ITEM 5 Interest in Securities of the Issuer
(a) Mr. Mirafzali owns of record and beneficially 236,182 shares
of Common Stock and may be deemed to beneficially own an additional 329,900
shares of Common Stock (including 234,032 shares of Common Stock owned of
record by his spouse, Shadan Mirafzali, and 95,868 shares of Common Stock
held of record by two irrevocable trusts established for the benefit of
their daughters). With respect to the shares owned of record by his spouse,
Mr. Mirafzali disclaims any beneficial ownership. Based on the Issuer's
representation that it had 9,720,003 shares of Common Stock issued and
outstanding as of March 1, 1997, Mr. Mirafzali may be deemed to be the
beneficial owner of 5.8% of the Issuer's outstanding shares of Common Stock.
(b) Mr. Mirafzali may be deemed, for purposes of determining
beneficial ownership pursuant to Rule 13d-3, to share with his spouse the
powers to vote and direct the vote of, and to dispose of and to direct the
disposition of, the shares of the Common Stock owned by her. Mr. Mirafzali
also shares with his spouse and Nader J. Samii, as Independent Trustee of
the two irrevocable trusts for their daughters, the power to dispose, or
direct the disposition of, the shares of Common Stock owned by such
irrevocable trusts. However, neither Mr. Mirafzali nor his spouse have or
share the power to vote, or to direct the vote of, the Common Stock owned by
such irrevocable trusts.
(c) The only transactions in the Common Stock by Mr. Mirafzali
during the past 60 days are reported in Item 3 above.
(d) Mr. Mirafzali may be deemed to have the power to direct the
receipt of dividends from, or the proceeds from the sale of, the Common
Stock owned by him, by his spouse and by the two irrevocable trusts for
their daughters.
(e) Not applicable.
ITEM 6 Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer
On February 5, 1997, the Issuer entered into a registration rights
agreement for the benefit of the former shareholders of Physerv (the
"Registration Rights Agreement"). The Registration Rights Agreement
provides such former shareholders (the "Physerv Holders") with certain
"piggyback" registration rights in respect of shares of Common Stock
acquired pursuant to the Physerv Purchase Agreement (the "Registrable
Securities"). In the event that the Issuer or any of its affiliates causes
the Issuer to register any shares of Common Stock for sale under the
Securities Act of 1933, as amended, the Issuer is required to use its
reasonable best efforts to include, at its expense, up to a pro rata portion
of each of the Physerv Holder's Registrable Securities in such registration.
The underwriters have a right to limit the number of Registrable Securities
sold by the Physerv Holders pursuant to such a registration request. The
Issuer is required to pay certain expenses in connection with all such
registrations.
ITEM 7 Material to Be Filed as Exhibits
The following are filed as exhibits to this Statement on Schedule 13D:
Exhibit No. Description
1.1 Stock Purchase Agreement, dated as of February 3, 1997, by
and among Physician Support Systems, Inc., PSI Acquisition
Corp., Hamid Mirafzali, Shadan Mirafzali, Nader J. Samii, as
Independent Trustee of the Neda Mirafzali Family Trust,
dated November 4, 1996 and Nader J. Samii, as Independent
Trustee of the Leela Mirafzali Family Trust, dated November
4, 1996 (previously filed as Exhibit 2 to the Current Report
on Form 8-K filed by the Company on February 18, 1997, and
incorporated herein by reference).
1.2 Registration Rights Agreement, dated as of February 3, 1997,
by and among Physician Support Systems, Inc., PSI
Acquisition Corp., Hamid Mirafzali, Shadan Mirafzali, Nader
J. Samii, as Independent Trustee of the Neda Mirafzali
Family Trust, dated November 4, 1996 and Nader J. Samii, as
Independent Trustee of the Leela Mirafzali Family Trust,
dated November 4, 1996 (collectively, the "Stockholders"),
and Hamid Mirafzali, as representative of the Stockholders
(previously filed as Exhibit 4 to the Current Report on Form
8-K filed by the Company on February 18, 1997, and
incorporated herein by reference).
SIGNATURE
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: March 11, 1996
/S/ HAMID MIRAFZALI
Hamid Mirafzali
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EXHIBIT INDEX
Exhibit No. Description
1.1 Stock Purchase Agreement, dated as of February 3, 1997, by
and among Physician Support Systems, Inc., PSI Acquisition
Corp., Hamid Mirafzali, Shadan Mirafzali, Nader J. Samii, as
Independent Trustee of the Neda Mirafzali Family Trust,
dated November 4, 1996 and Nader J. Samii, as Independent
Trustee of the Leela Mirafzali Family Trust, dated November
4, 1996 (previously filed as Exhibit 2 to the Current Report
on Form 8-K filed by the Company on February 18, 1997, and
incorporated herein by reference).
1.2 Registration Rights Agreement, dated as of February 3, 1997,
by and among Physician Support Systems, Inc., PSI
Acquisition Corp., Hamid Mirafzali, Shadan Mirafzali, Nader
J. Samii, as Independent Trustee of the Neda Mirafzali
Family Trust, dated November 4, 1996 and Nader J. Samii, as
Independent Trustee of the Leela Mirafzali Family Trust,
dated November 4, 1996 (collectively, the "Stockholders"),
and Hamid Mirafzali, as representative of the Stockholders
(previously filed as Exhibit 4 to the Current Report on Form
8-K filed by the Company on February 18, 1997, and
incorporated herein by reference).
