U. S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-QSB/A
(Mark
One)
|X| QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934 FOR THE QUARTERLY PERIOD ENDED DECEMBER 31, 1996.
|_| TRANSITION REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM ____________
TO ___________
Commission file number 0-23524
PHC, INC.
(Exact name of small business issuer as specified in its
charter)
Massachusetts 04-2601571
(State or other jurisdiction of (I.R.S.
Employer
incorporation or organization) Identification
No.)
200 Lake Street, Suite 102, Peabody MA 01960
Address of principal executive offices) (Zip Code)
508-536-2777
(Issuer's telephone
number)
_______________________________________________________________________________
(Former Name, former address and former fiscal year, if changed since last
report)
Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 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____
PHC, Inc. became subject to the Exchange Act on March 3, 1994.
Applicable only to corporate issuers
Number of shares outstanding of each class of common equity, as of January
31, 1997:
Class A Common Stock 2,578,052
Class B Common Stock 790,628
Class C Common Stock 199,816
Transitional Small Business Disclosure Format
(Check one):
Yes______ No X
<PAGE>
The filing date for the second quarter 10-QSB of Fiscal Year 1997 was February
14, 1997. This date was inadvertently omitted.
Item 6 (a) Exhibit and Item 6 (b) Reports on Form 8-K were filed correctly on
Form 10-QSB for the second quarter Fiscal Year 1997.
On the Edgarized portion following the signature page, Item 6(a) Exhibits was
missing Exhibit numbers 10.110 through 10.113. These exhibits were filed with
the Edgarized version, only the itemized listing of exhibit numbers was
incomplete.
On the Edgarized portion following the signature page, Item 6 (b), stated "No
Form 8Ks were filed". This wording is incorrect. A form 8-K was filed on
November 5, 1996 and December 20, 1996 as correctly stated in the 10-QSB. The
corrected list follows:
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits
4.15 Form of Warrant Agreement issued to Alpine Capital Partners,
Inc. to purchase 25,000 Class A Common shares dated October
7, 1996.
4.16 Stock Exchange Agreement by and between PHC, Inc. and
Psychiatric & Counseling Associates of Roanoke, Inc.
10.103 Secured Bridge Note in the principal amount of $400,000 by
and between PHC of Michigan, Inc. and HealthCare Financial
Partners, Inc. dated January 13, 1997.
10.104 Guaranty by PHC, Inc. for Secured Bridge Note in principal
amount of $400,000 by and between PHC of Michigan, Inc. and
HealthCare Financial Partners, Inc. dated January 17, 1997.
10.105 First Amendment to Lease Agreement and Option Agreement by
and between NMI Realty, Inc. and PHC of Rhode Island, Inc.
dated December 20, 1996.
10.106 Mortgage by and between PHC of Michigan, Inc. and HCFP
Funding , Inc. date dated January 13, 1997 in the amount of
$2,000,000.
10.107 A Employment Agreement for Dr. Himanshu Patel; Employment
Agreement for Dr. Mukesh Patel; and Fringe Benefit Exhibit
for both of the Patels' Employment Agreements
10.108 Plan of Merger by and between Pioneer Counseling of
Virginia, Inc. and Psychiatric & Counseling Associates of
Roanoke, Inc.
10.109 Sales Agreement by and between Dillon & Dillon Associates and
Pioneer Counseling of Virginia Inc. for building and land
located at 400 East Burwell St., Salem Virginia in the
amount of $600,000.
10.110 Loan Loan and Security Agreement by and between PHC of
Michigan, Inc. and HCFP Funding, Inc.in the amount of
$1,500,000.
10.111 Revolving Credit Agreement by and between HCFP and PHC of
Michigan, Inc. in the amount of $1,500,000.
10.112 Unconditional Guaranty of Payment and Performance by and
between PHC, Inc. in favor of HCFP.
10.113 Amendment number 1 to Loan and Security Agreement dated May
21, 1996 by and between PHC of Utah, Inc. and HCFP Funding
providing collateral for the PHC of Michigan Inc. Loan and
Security Agreement
(b) Reports on Form 8-K
On November 5, 1996, the Company filed a Current Report on Form 8-K
regarding the issuance of Convertible Debentures. This was reported under Item
5.
On December 20, 1996, the Company filed a Current Report on Form 8-K
regarding the Company's inability to provide audited financial statements of the
acquired companies previously conducting business as Behavioral Stress Centers,
Inc., Clinical Associates and Clinical Diagnostics. This was reported under Item
7.
<PAGE>
Signatures
In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned thereunto
duly authorized.
PHC, Inc. Registrant
Date: February 25, 1997 /s/ Bruce A. Shear
Bruce A. Shear
President
Chief Executive Officer
Date: February 25, 1997 /s/ Paula C. Wurts
Paula C. Wurts
Controller
Assistant
Treasurer
