PHYSICIAN SUPPORT SYSTEMS INC
10-K/A, 1997-04-14
MANAGEMENT SERVICES
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               UNITED STATES SECURITIES AND EXCHANGE COMMISSION 
                            Washington, D.C. 20549
                                  -----------
                                 FORM 10-K/A 
                              AMENDMENT NO. 1 TO
               ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                     THE SECURITIES EXCHANGE ACT OF 1934 

                 For The Fiscal Year Ended December 31, 1996 

                       Commission File Number 33-80731 

                       PHYSICIAN SUPPORT SYSTEMS, INC. 

            (Exact name of registrant as specified in its charter)

            Delaware                                  13-3624081
  (State or other jurisdiction of       (I.R.S. Employer Identification Number)
   incorporation or organization)

                        Route 230 and Eby-Chiques Road
                         Mt. Joy, Pennsylvania  17552
         (Address, including zip code, of principal executive offices)

                                (717) 653-5340
             (Registrant's telephone number, including area code)


          SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:

                                     None

          SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:

                    Common Stock, par value $.001 per share


     Indicate by a check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.  Yes    X    No 
                                               -------    -----     

     Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K.  [_]

     The aggregate market value of the voting stock held by non-affiliates of
the registrant as of the close of business on March 15, 1997 was approximately
$63,296,000.

     As of the close of business on March 15, 1997 there were 9,720,033 shares
of the registrant's Common Stock, par value $.001 per share, outstanding.

                      DOCUMENTS INCORPORATED BY REFERENCE:

     Portions of the proxy statement to be prepared in connection with the 1997
annual meeting of stockholders are incorporated by reference into Part III.

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     The signature page to the Annual Report on Form 10-K is hereby replaced
with the following:

                                  SIGNATURES

     Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, as amended, the Registrant has duly caused this report to
be signed on its behalf by the undersigned, thereunto duly authorized, on  March
31, 1997.



                                        PHYSICIAN SUPPORT SYSTEMS, INC.

                                        By  /s/ DAVID S. GELLER
                                            -------------------
                                            David S. Geller
                                            Senior Vice President

     Pursuant to the requirements of the Securities Act of 1934, as amended,
this report has been signed by the following persons on behalf of the Registrant
and in the capacities indicated on March 31, 1997.

<TABLE>
<CAPTION>
 
Signature                                  Title
- ---------                                  -----    
<S>                                        <C>
/s/PETER W. GILSON                         President, Chief Executive Officer 
- ------------------                         and Director
Peter W. Gilson                            (principal executive officer)
                            
/s/ HAMILTON F. POTTER III                 Executive Vice President, Chief Operating
- --------------------------                 Officer and Director
Hamilton F. Potter III      

/s/ DAVID S. GELLER                        Senior Vice President, Chief Financial Officer
- -------------------                        and Secretary (principal financial and
David S. Geller                            accounting officer)

/s/ MORTIMER BERKOWITZ III                 Director
- --------------------------  
Mortimer Berkowitz III      

/s/ RICHARD W. VAGUE                       Director
- --------------------          
Richard W. Vague
</TABLE>

                                      -2-

<PAGE>

                                  SIGNATURES

     Pursuant to the requirements of the Securities and Exchange Act of 1934,
the registrant has duly caused this Amendment No. 1 to its report to be signed
on its behalf by the undersigned hereunder duly authorized.


Dated:  April 14, 1996        PHYSICIAN SUPPORT SYSTEMS, INC.

                              By  /s/ DAVID S. GELLER
                                  -------------------
                                 David S. Geller
                                 Senior Vice President and
                                 Chief Financial Officer

                                      -3-
 



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