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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
________________________________________
FORM 8-K/A
AMENDMENT NO. 1
CURRENT REPORT
Pursuant to Section 13 or 15 (d) of the
Securities Exchange Act of 1934
DATE OF REPORT - MAY 15, 1996
(Date of earliest event reported)
MHM SERVICES, INC.
(Exact name of Registrant as specified in its charter)
DELAWARE 1-12238 52-1223048
(State of incorporation) (Commission file number) (IRS employer
identification
number)
7601 LEWINSVILLE ROAD, SUITE 200, MCLEAN, VIRGINIA 22102
(Address of principal executive offices, zip code)
AREA CODE (703) 749-4600
(Telephone number)
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MHM Services, Inc. (the "Registrant") filed a Current Report on Form 8-K, dated
May 15, 1996, reporting under Item 5 that (i) at a special meeting held on May
13, 1996, the holders of a majority of the outstanding shares of the
Registrant's common stock voted to approve (a) the sale of five of the
Registrant's freestanding behavioral health facilities and to approve an
amendment to the Registrant's Certificate of Incorporation to change the
Registrant's name from Mental Health Management, Inc. to MHM Services, Inc. and
(ii) the Registrant's name change became effective May 15, 1996, upon the filing
the amendment with the Secretary of State of the State of Delaware. Such
Current Report is hereby amended by the inclusion of the following information:
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Not Applicable.
(b) Not Applicable.
(c) Exhibits.
3.1 Restated Articles of Incorporation of the Registrant. (1)
3.2 Certificate of Amendment to the Restated Certificate of
Incorporation of the Registrant. (2)
99.1 Press Release issued by the Registrant on May 15, 1996. (3)
_______________________
(1) Filed herewith.
(2) Incorporated by reference to the Registrant'a Current Report on Form
8-K dated May 15, 1996.
(3) Incorporated by reference to the Registrant's Current Report on Form
8-K dated May 15, 1996.
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SIGNATURES
Pursuant to requirements of Section 13 or 15(d) of the Securities Exchange Act
of 1934, the Registrant has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.
Dated: September 6, 1996 MHM Services, Inc.
By: /s/Carolyn Zimmerman
----------------------------
Carolyn Zimmerman, Vice President - Finance
and Chief Financial Officer
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EXHIBIT 3.1
RESTATED CERTIFICATE OF INCORPORATION
OF
MENTAL HEALTH MANAGEMENT, INC.
1. The name of the Corporation is: Mental Health Management, Inc.
2. The address of its registered office in the State of Delaware is
Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County
of New Castle. The name of its registered agent at such address is the
Corporation Trust Company.
3. The nature of the business or purposes to be conducted or promoted is:
To engage in any lawful act or activity for which corporations may be
organized under the General Corporation Law of Delaware.
4. The total number of shares of stock which the Corporation shall have
authority to issue is:
(a) Fifteen Million (15,000,000) shares of Common Stock, and the
par value of each such shares is one cent ($.01) amount in the aggregate to one
hundred fifty thousand ($150,000) dollars; and
(b) Five million (5,000,000) shares of Preferred Stock, and the
par value of each of such shares is one cent ($.01) amounting in the aggregate
to fifty thousand ($50,000) dollars.
The Preferred Stock may be issued with the voting rights, designations,
preferences, qualifications, privileges, limitations, options, conversion
rights, and other special rights, if any, as shall be stated or expressed in the
resolution or resolutions providing for the issuance of such stock, adopted by
the Board of Directors. Authority is hereby expressly granted to and vested in
the Board of Directors to authorize the issuance of the shares of the Preferred
Stock from
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time to time in one or more series and to fix by resolution or
resolutions the terms thereof, including without limitation the following:
(i) The dividends payable and preferences in respect to the
payment thereof;
(ii) The terms and condition on which, and the price or prices at
which, such shares may be made subject to redemption;
(iii) The rights of such shares upon the voluntary or involuntary
dissolution of, or upon any other distribution of the assets of, the
Corporation;
(iv) Whether or not such shares shall be made convertible in, or
exchangeable for, shares of any other classes or of any series of any other
class or classes of stock of the Corporation, and if made so convertible or
exchangeable, the conversion price or prices, or the rates of exchange, and the
adjustments, if any, at which, and the other terms and conditions upon which,
any such conversion or exchange may be made; and
(v) Whether or not such shares shall be entitled to other
special rights in addition to those provided for.
No stockholders of the Corporation shall, by reason of his holding shares of
any class, have any preemptive or preferential rights to purchase or subscribe
to any shares of any class of this Corporation, now or hereafter to be
authorized, or any notes, debentures, bonds or other securities convertible
into, or carrying options or warrants to purchase, shares of any class, now or
hereafter to be authorized, whether or not the issuance of any such shares, or
such notes, debentures, bonds or other securities, would adversely affect the
dividend or voting rights of such stockholder, other than such rights, if any,
as the Board of Directors, in its discretion, from time to time may grant, and
at such price as the Board of Directors, in its discretion, may fix; and the
Board of Directors may issue shares of any class of this Corporation, or any
notes,
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debentures, bonds or other securities convertible into, or carrying
options or warrants to purchase, shares of any class, either in whole or in
part, to the existing stockholders of any class.
Except as otherwise specifically required by law or as specifically provided
in the resolutions of the Board of Directors authorizing the issuance of the
Preferred Stock, the exclusive voting power of the Corporation shall be vested
in the Common Stock of the Corporation. Each holder of Common Stock shall be
entitled to one vote for each share held by such holder.
The holders of the shares of the Corporation's Common Stock shall not be
entitled to cumulative voting in voting for directors.
5. The Corporation is to have perpetual existence.
6. In furtherance and not in limitation of the powers conferred by
statute, the Board of Directors is expressly authorized:
To make, alter or repeal the by-laws of the Corporation.
7. Elections of directors need not be by written ballot unless the by-
laws of the Corporation shall so provide.
Meetings of stockholders may be held within or without the State of Delaware,
as the by-laws may provide. The books of the Corporation may be kept (subject to
any provision contained in the statutes) outside the State of Delaware at such
place or places as may be designated from time to time by the Board of Directors
or in the by-laws of the Corporation.
8. (a) The Corporation reserves the right to alter, amend, change
or repeal any provision contained in this Certificate of Incorporation, in the
manner now or hereafter prescribed by statute, and all rights conferred upon
stockholders herein are granted subject to this reservation.
(b) Except as set forth in this Article 8 or as otherwise
specifically required by law, no amendment of any provision of this Certificate
of Incorporation shall be made unless
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such amendment has been approved by both the Board of Directors of the
Corporation and by stockholders of the Corporation by the affirmative vote of
the holders of at least a majority of the shares entitled to vote thereon at a
duly called annual or special meeting provided, however, that if such amendment
is to the provisions set forth in this Article 8, the provisions of Article 4
authorizing 5,000,000 shares of undesignated Preferred Stock, or in any of
Articles 9, 10 or 11 hereof, such amendments must be approved by the holders of
at least two-thirds of the shares entitled to vote thereon rather than a
majority.
9. A director of the Corporation shall not be personally liable to the
Corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director except for liability (i) for any breach of the director's
duty of loyalty to the Corporation or its stockholders, (ii) for acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law, (iii) under Section 174 of the Delaware General Corporation
law, or (iv) for any transaction from which the director derived any improper
personal benefit. If the Delaware General Corporation Law is hereafter amended
to authorize the further elimination or limitation of the liability of a
director, then the liability of directors of the Corporation shall be eliminated
or limited to the fullest extent permitted by the amended Delaware General
Corporation Law.
Any repeal or modification of the foregoing paragraph by the stockholders of
the Corporation shall be prospective only, and shall not adversely affect any
elimination or limitation of the personal liability of a director of the
Corporation existing at the time of such repeal or modification.
10. Any action required to be taken at any annual or special meeting of
the Stockholders of the Corporation, or any action which may be taken at any
annual or special meeting of such stockholders, may be taken without a meeting,
without prior notice and without
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a vote, if consent in writing, setting forth the action so taken, shall be
signed by the holders of all of the shares of outstanding stock.
11. Special meetings of the Stockholders may be called at any time by the
Chairman of the Board of Directors or the President of the Corporation, and
shall be called by the President and Secretary at the request in writing of an
majority of the Board of Directors.
Dated this 20th day of October, 1994
MENTAL HEALTH MANAGEMENT, INC.,
a Delaware Corporation
/s/ Michael S. Pinkert
-----------------------------
Michael S. Pinkert, President
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