As filed with the Securities and Exchange Commission on February 10, 2000
Registration No. 333-96529
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Amendment No. 1 to
FORM S-4
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
SIMIONE CENTRAL HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
DELAWARE
(State or other jurisdiction of incorporation or organization)
8082
(Primary Standard Industrial
Classification Code Number)
22-3209241
(I.R.S. Employer Identification No.)
6600 Powers Ferry Road
Atlanta, Georgia 30339
(770) 644-6700
(Address, including zip code, telephone number, including area code, of
registrant's principal executive offices)
R. BRUCE DEWEY
President and Chief Executive Officer
6600 Powers Ferry Road
Atlanta, Georgia 30339
(770) 644-6700
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
COPIES TO:
Robert F. Dow, Esq.
Arnall Golden & Gregory, LLP
2800 One Atlantic Center
1201 West Peachtree Street
Atlanta, Georgia 30309-3450
(404) 873-8500
Francis Fitzpatrick, Esq.
Baker & McKenzie
815 Connecticut Avenue
Suite 900
Washington, D.C. 20006
(202) 452-7051
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after the effective date of the Registration Statement and the
effective time of the merger of MCS, Inc., a Pennsylvania corporation ("MCS"),
with and into Simione Central Holdings, Inc., a Delaware corporation ("Simione"
or the "Registrant") as described in the Second Amended and Restated Agreement
and Plan of Merger and Investment Agreement among Simione, MCS, Mestek, Inc. and
certain major stockholders of Mestek dated as of October 25, 1999 (the "Merger
Agreement"), attached as Appendix A to the Joint Proxy Statement/Prospectus
forming a part of this Registration Statement. If the securities being
registered on this Form are being offered in connection with the formation of a
holding company and there is compliance with General Instruction G, check the
following box. [ ] If this Form is filed to register additional securities for
an offering pursuant to Rule 462(b) under the Securities Act, check the
following box and list the Securities Act registration statement number of the
earlier effective registration statement for the same offering. [ ] If this Form
is a post-effective amendment filed pursuant to Rule 462(c) under the Securities
Act, check the following box and list the Securities Act registration statement
number of the earlier effective registration statement for the same offering.[]
The Registrant hereby amends this registration on such date or dates as may be
necessary to delay its effective date until the Registrant shall file a further
amendment which specifically states that this Registration Statement shall
thereafter become effective in accordance with Section 8(a) of the Securities
Act or until this Registration Statement shall become effective on such date as
the Securities and Exchange Commission, acting pursuant to said Section 8(a),
may determine.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS Item 20. Indemnification of Officers and
Directors
Simione is organized under the laws of the State of Delaware. The
Delaware General Corporation Law, as amended (the "DGCL"), provides that a
Delaware corporation has the power generally to indemnify its directors,
officers, employees and other agents (each, a "Corporate Agent") against
expenses and liabilities (including amounts paid in settlement) in connection
with any proceeding involving such person by reason of his being a Corporate
Agent, other than a proceeding by or in the right of the corporation, if such
person acted in good faith and in a manner he reasonably believed to be in or
not opposed to the best interests of the corporation and, with respect to any
criminal proceeding, such person had no reasonable cause to believe his conduct
was unlawful. In the case of an action brought by or in the right of the
corporation, indemnification of a Corporate Agent against expenses is permitted
if such person acted in good faith and in a manner he reasonably believed to be
in or not opposed to the best interests of the corporation; however, no
indemnification is permitted in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable to the corporation,
unless and only to the extent that the Court of Chancery or the court in which
such proceeding was brought shall determine upon application that despite the
adjudication of liability, but in view of all the circumstances of the case,
such person is fairly and reasonably entitled to such indemnification. To the
extent that a Corporate Agent has been successful on the merits of such
proceeding, whether or not by or in the right of the corporation, or in the
defense of any claim, issue or matter therein, the corporation is required to
indemnify the Corporate Agent for expenses in connection therewith. Expenses
incurred by a Corporate Agent in connection with a proceeding may, under certain
circumstances, be paid by the corporation in advance of the final disposition of
the proceeding as authorized by the board of directors. The power to indemnify
and advance the expenses under the DGCL does not exclude other rights to which a
Corporate Agent may be entitled under the certificate of incorporation, bylaws,
agreement, vote of stockholders or disinterested directors or otherwise.
Under the DGCL, a Delaware corporation has the power to purchase and maintain
insurance on behalf of any Corporate Agent against any liabilities asserted
against and incurred by him in such capacity, whether or not the corporation has
the power to indemnify him against such liabilities under the DGCL.
As permitted by the DGCL, the Simione's Certificate of Incorporation, as
amended, and Bylaws, as amended, contain a provision which limit the personal
liability of directors for monetary damages for breach of their fiduciary duties
as directors except to the extent such limitation of liability is prohibited by
the DGCL. In accordance with the DGCL, these provisions do not limit the
liability of any director for any breach of the director's duty of loyalty to
the Simione or its stockholders; for acts of omissions not in good faith or
which involve intentional misconduct or a knowing violation of law; for certain
unlawful payments of dividends or stock repurchases under Section 174 of the
DGCL; or for any transaction from which the director derives an improper
personal benefit. These provisions do not limit the rights of Simione or any
stockholder to seek an injunction or any other non-monetary relief in the event
of a breach of a director's fiduciary duty. In addition, these provisions apply
only to claims against a director arising out of his role as a director and do
not relieve a director from liability for violations of statutory law, such as
certain liabilities imposes on a director under the federal securities laws.
In addition, Simione's Certificate of Incorporation, as amended, and Bylaws, as
amended, provide for the indemnification of directors and officers for certain
fines, liabilities, costs and expenses incurred by them in connection with the
defense or settlement of claims asserted against them in their capacities as
directors and officers to the fullest extent authorized by the DGCL.
Item 21. Exhibits and Financial Statement Schedules
(a) Exhibits
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5.1* Opinion of Arnall Golden & Gregory, LLP with respect to legality of the securities to be registered
8.1* Opinion of Baker & McKenzie regarding tax matters
23.1* Consent of Arthur Andersen LLP
23.2 ** Consent of Ernst & Young LLP
23.3* Consent of Grant Thornton, LLP
23.4 Consent of Arnall Golden & Gregory, LLP (included in the opinion filed as Exhibits 5.1 to this Registration
Statement)
23.5 Consent of Baker & McKenzie (included in the opinion filed as Exhibit 8.1 to this Registration Statement)
24.1 Powers of Attorney (inclFiled herewith.uded in the signature page of this Registration Statement)
99.1 Second Amended and Restated Agreement and Plan of Merger, dated as of October 25, 1999, by and between
Simione, MCS, Inc., Mestek, Inc. and certain major stockholders of Mestek, Inc. (attached as Appendix
A to the Proxy Statement/Prospectus included as a part of this Registration Statement)
99.2 Form of Warrant exercisable by Mestek, Inc. (incorporated herein by reference to Exhibit 10.2 to the
Registrant's Current report on Form 8-K filed on September 15, 1999)
99.3 Form of Merger Option Agreement between Registrant and Mestek, Inc. (incorporated herein by reference to
Exhibit 10.2 to the Registrant's Current report on Form 8-K filed on September 15, 1999)
99.4* Form of Proxy Card for Simione Central Holdings Inc. Stockholders Meeting
99.5* Form of Proxy Card for MCS, Inc. Stockholders Meeting
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_____________
* Previously filed
** Filed herewith
(b) Financial Statement Schedules - None
Item 22. Undertakings
(a) The undersigned Registrant hereby undertakes as follows:
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 of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the
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 the
registration statement; and
(iii) To include any material information with respect
to the plan of distribution not previously
disclosed in the registration statement or any
material change to such information in the
registration statement.
2. That, for the purpose of determining any liability under
the Securities Act of 1933, 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.
4. That prior to any public reoffering of the securities
registered hereunder through the use of a prospectus
which is a part of this registration statement, by any
person or party who is deemed to be an underwriter
within the meaning of Rule 145(c), the Registrant
undertakes that such reoffering prospectus will contain
the information called for by the applicable registration
form with respect to reofferings by persons who may be
deemed underwriters, in addition to the information
called for by the other items of the applicable form.
5. That every prospectus (i) that is filed pursuant to the paragraph
immediately preceding, or (ii) that purports to meet the requirements of
Section 10(a)(3) of the Securities Act of 1933 and is used in connection
with an offering of securities subject to Rule 415, will be filed as part
of an amendment to the registration statement and will not be used until
such amendment is effective, and that, for the purposes of determining any
liability under the Securities Act of 1933, 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.
6. Insofar as indemnification for liabilities arising under the Securities Act
of 1933 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 Securities and
Exchange Commission such indemnification is against public policy as
expressed in the Securities Act of 1933 and is, therefore, unenforceable.
In the event that a claim for indemnification again 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 of 1933 and will be
governed by the final adjudication of such issue.
7. That, for purposes of determining any liability under the Securities Act of
1933, each filing of the registrant's annual report pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934 that is incorporated
by reference in the registration statement shall be deemed to be a new
registration statement relating to the securities offered herein, and the
offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(b) The undersigned registrant hereby undertakes to respond to
requests for information that is incorporated by reference into
the prospectus pursuant to Items 4, 10(b), 11, or 13 of this Form,
within one business day of receipt of such request, and to send the
incorporated documents by first-class mail or other equally prompt
means. This includes information contained in documents filed
subsequent to the effective date of the registration statement
through the date of responding to the request.
(c) The undersigned registrant hereby undertakes to supply by means
of a post-effective amendment all information concerning a transaction, and the
company being acquired involved therein, that was not the subject of and
included in the registration statement when it became effective.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Atlanta and State of
Georgia, on the tenth day of February, 2000.
Simione Central Holdings, Inc.
By: /s/ George M. Hare
George M. Hare
Chief Financial Officer
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 dates indicated.
SIGNATURE
TITLE
DATE
*
R. Bruce Dewey
President and Chief Executive Officer (principal executive officer)
February 10, 2000
*
Barrett C. O'Donnell
Chairman of the Board of Directors
February 10, 2000
/s/ George M. Hare
George M. Hare
Chief Financial Officer and Treasurer (principal financial and
accounting officer)
February 10, 2000
*
William J. Simione, Jr.
Executive Vice President
February 10, 2000
*
Murali Anantharaman
Director
February 10, 2000
*
Gary M. Bremer
Director
February 10, 2000
*
James A. Gilbert
Director
February 10, 2000
*
Greg Wilson
Director
February 10, 2000
*
Daniel J. Mitchell
Director
February 10, 2000
*
Jesse I. Treu
Director
February 10, 2000
* By /s/ George M. Hare
George M. Hare
Attorney-in-Fact
February 10, 2000
EXHIBIT INDEX
(a) Exhibits
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5.1* Opinion of Arnall Golden & Gregory, LLP with respect to legality of the securities to be registered
8.1* Opinion of Baker & McKenzie regarding tax matters
23.1* Consent of Arthur Andersen LLP
23.2 ** Consent of Ernst & Young LLP
23.3* Consent of Grant Thornton, LLP
23.4 Consent of Arnall Golden & Gregory, LLP (included in the opinion filed as Exhibits 5.1 to this Registration
Statement)
23.5 Consent of Baker & McKenzie (included in the opinion filed as Exhibit 8.1 to this Registration Statement)
24.1 Powers of Attorney (included in the signature page of this Registration Statement)
99.1 Amended and Restated Agreement and Plan of Merger, dated as of October 25, 1999, by and between Simione,
MCS, Inc., Mestek, Inc. and certain major stockholders of Mestek, Inc. (attached as Appendix A to the Proxy
Statement/Prospectus included as a part of this Registration Statement)
99.2 Form of Warrant exercisable by Mestek, Inc. (incorporated herein by reference to Exhibit 10.2 to the
Registrant's Current report on Form 8-K filed on September 15, 1999)
99.3 Form of Merger Option Agreement between Registrant and Mestek, Inc. (incorporated herein by reference to
Exhibit 10.2 to the Registrant's Current report on Form 8-K filed on September 15, 1999)
99.4* Form of Proxy Card for Simione Central Holdings Inc. Stockholders Meeting
99.5* Form of Proxy Card for MCS, Inc. Stockholders Meeting
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* Previously filed
** Filed herewith.
EXHIBIT 23.2
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Summary Historical
Financial Data" and "Experts" and to the use of our reports dated February 23,
1998 pertaining to Simione Central Holdings, Inc. and February 26, 1999
pertaining to CareCentric Solutions, Inc., in the Registration Statement (Form
S-4 No. 333-96529) and related Prospectus of Simione Central Holdings, Inc. for
the registration of 11,392,974 shares of its common stock.
/s/ Ernst & Young, LLP
Atlanta, Georgia
February 8, 2000
