SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-KSB/A
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended Commission file
December 31, 1995 number Z-24196
MEDPLUS, INC.
An Ohio Corporation I.R.S. Employer
Identification No. 48-1094982
8805 Governor's Hill Drive, Cincinnati, Ohio 45249
Telephone Number (513) 583-0500
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Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, no par value
(Title of class)
Indicate by 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 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 [ ]
__________________
Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-B is not contained in this
form, and no disclosure will 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-KSB or any amendment to this Form 10-KSB. [ ]
__________________
As of May 9, 1996 the latest practicable date, 5,822,057
shares of Common Stock were outstanding. The aggregate market
value of Common Stock held by non-affiliates was approximately
$30,739,008 at that date.
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DOCUMENTS INCORPORATED BY REFERENCE
List hereunder the following documents if incorporated by
reference and the part of the Form 10-KSB into which the document
is incorporated:
Registrant's Annual Report to Shareholders for the year
ended December 31, 1995:
Part I and Part II
Registrant's definitive Proxy Statement for the May 15,
1996 Annual Meeting of Shareholders:
Part III
________________________________________________
Registrant hereby amends the following Items of its Annual
Report on Form 10-KSB for the year ended December 31, 1995, as set
forth below. Items not referenced below are not amended. The
Items referenced below are amended only as set forth below:
Item 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS, AND CONTROL
PERSONS; COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT.
The Company's executive officers and directors are as
follows:
NAME AGE POSITION
Richard A. Mahoney 48 Chairman of the
Board, Chief
Executive Officer,
President and Director
E. Andrew Mayo 42 Executive Vice President
Daniel A. Silber 47 Vice President of
Finance and Chief
Executive Officer
Gary L. Price 41 Vice President, Sales
Philip S. Present II 45 Vice President,
Corporate Development
Robert E. Kenny III 40 Secretary and Director
Paul J. Stein 48 Director
Jay Hilnbrand 62 Director and General Manager
Directors are elected annually by the shareholders and serve for
one year terms. Officers serve at the discretion of the Board of
Directors, and are elected on an annual basis.
Richard A. Mahoney has been the Company's President and a
director of the Company since January 1991. From October 1989
until joining the Company as an officer and full time employee,
Mr. Mahoney was President of Mahoney & Associates which financed
purchases of MRI and CAT scan equipment.
E. Andrew Mayo joined the Company in October 1991 as
Executive Vice President. Prior to that he was the Vice
President, Marketing and Planning of the Greater Baltimore
(Maryland) Medical Center, 1989-1991. From 1986 to 1989 Mr. Mayo
was the Vice President, Marketing and Planning of Robinson
Memorial Hospital, Ravenna, Ohio. Prior to 1986 he served as
director of marketing for several midwestern hospitals.
Daniel A. Silber joined the Company as Vice President of
Finance and Chief Financial Officer in May, 1995. From 1993 until
he joined the Company, he was the Chief Financial Officer for
Saturday Knight LTD, a manufacturer and distributer of bathroom
accessories. From 1990-1992 Mr. Silber was Chief Financial
Officer for Tripton Associates, and from 1976-1990 he was the
Chief Financial Officer of Emery Realty, Inc.
Gary L. Price has been the Company's Vice President, Sales
since January 1992. From August 1991 until joining the Company,
Mr. Price served as Vice President, Sales for Rubicon Corp., a
turnkey provider of laboratory information systems. From January
1988 until August 1991 Mr. Price served as Vice President, Sales
for Terrano Corporation, a turnkey provider of laboratory and
radiology information systems.
Philip S. Present II joined the Company in April, 1995 as
Vice President, Corporate Development. From September 1973 to
March 1995, Mr. Present was employed by the certified public
accounting firm of KPMG Peat Marwick. Mr. Present was elected to
the partnership of KPMG Peat Marwick in 1983 and most recently
served as Partner-in-Charge of in the Information, Communications
and Entertainment practice responsible for the Ohio Valley and
Southeast areas of the United States.
Robert E. Kenny III, an attorney engaged in the private
practice of law since 1980, has served as Secretary and a director
of the Company since its inception.
Paul J. Stein has been a director of the Company since 1991.
Mr. Stein has been a self-employed marketing consultant and
manufacturer's representative since October 1990.
Jay Hilnbrand has been a director of the Company since April
1994. Mr. Hilnbrand is the General Manager and a director of
Universal Document Management Systems, Inc. ("UDMS"), a document
management software development company, positions he has held
since 1990. UDMS became a wholly-owned subsidiary of MedPlus in
December of 1995. Prior to 1990, Mr. Hilnbrand worked in various
capacities in the data and document management industries for over
30 years, most recently (1980 to 1990) with Access Corporation, a
leading supplier of technical document management systems.
Compliance With Section 16(a) of the Securities Exchange Act of
1934
During 1995, Philip S. Present II, the Company's Vice-President of
Corporate Development purchased approximately 713
shares of the Company's Common Stock, and Daniel A. Silber, the
Company's Vice-President of Finance and Chief Financial Officer,
purchased approximately 268 shares of the Company's Common Stock
through the MedPlus, Inc. 401(k) Plan. In addition, Robert E.
Kenny III, Secretary and a director of the Company, purchased
2,000 shares of the Company's Common Stock in November 1995.
These purchases were not reported on a timely basis as required by
Section 16(a) of the Securities Exchange Act of 1934. All other
transactions executed in 1995 by the Company's directors, officers
and beneficial owners, including Messrs. Present, Silber and
Kenny, were, to the Company's knowledge, reported in a timely
fashion as required by Section 16(a).
Item 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT.
The information set forth under the caption "Security Ownership
of Certain Beneficial Owners and Management" of the Proxy
Statement for the Company's Annual Meeting of Shareholders to be
held on May 15, 1996, as filed with the Securities and Exchange
Commission on or about April 18, 1996, is incorporated herein by
reference except with respect to the following table included in
such Proxy Statement:
Certain Beneficial Owners
Under Section 13(d) of the Securities Exchange Act of 1934
and the rules promulgated thereunder, a beneficial owner of a
security is any person who directly or indirectly has or shares
voting power or investment power over such security. Such
beneficial owner under this definition need not enjoy the economic
benefit of such securities. The following shareholders are known
by the Company to have been the beneficial owners of 5% or more of
the Company's Common Stock as of December 31, 1995:
Title of Name and Address Amount and Nature Percent
Class Beneficial Owner of Ownership of Class
Common Richard A. Mahoney 2,974,839 shares 51.21%
Stock Chairman of the owned beneficially
Board, President
and Chief Executive
Officer
8598 Twilight Tear Drive
Cincinnati, OH 45249
Common The Keys Plus Irrevoc- 690,938 shares 11.89%
Stock able Trust owned beneficially
8598 Twilight Tear Drive
Cincinnati, OH 45249
Common The Keys Irrevocable 690,937 shares 11.89%
Stock Trust owned beneficially
Common James W. Harpel 358,150 shares 6.16%
Stock 237 Park Avenue owned beneficially
New York, NY 10017
Common Paul J. Stein 321,400 shares 5.53%
Stock 4041 Harding Drive owned beneficially
Westlake, OH 44148
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(1) The persons and entities named in the above table have sole
voting and investment power with respect to all shares of
Common Stock shown as beneficially owned by them, subject to
community property laws where applicable and the information
contained in other footnotes to this table.
(2) Total consists of 1,014,725 shares, or 17.47% of the total
shares outstanding on December 31, 1995, owned outright by
Mr. Mahoney, 1,381,875 shares owned by Mr. Mahoney as
trustee for the benefit of certain minor children and with
respect to which Mr. Mahoney has sole voting and investment
power, 528,239 shares as to which Mr. Mahoney had sole
voting power as proxy, and 50,000 shares which Mr. Mahoney
had, and continues to have, the option to purchase pursuant
to an option granted to him in 1995 in accordance with his
employment agreement with the Company.
(3) These shares are also included in the shares shown as
beneficially owned by Mr. Mahoney.
(4) Total consists of 3,000 shares, or .05% of the total shares
outstanding on December 31, 1995, owned outright by James
Harpel, 300,100 shares beneficially owned by Harpel Family
LP, 32,200 shares beneficially owned by Harpel Advisory
Company, Inc. ("Harpel Advisory") and 22,850 shares owned by
members of Mr. Harpel's immediate family and certain Harpel
Advisory Pension accounts. Mr. Harpel is the sole general
partner of Harpel Family LP and the majority shareholder, a
director and President of Harpel Advisory.
(5) Total consists of 303,900 shares, or 5.23 % of the total
shares outstanding on December 31, 1995, owned outright by
Mr. Stein, 15,000 shares owned by members of Mr. Stein's
immediate family and 2,500 shares which Mr. Stein will have
the option to purchase as of May 24, 1996. Mr. Stein has
shared voting and investment power with respect to the
shares owned by members of his immediate family. Mr.
Mahoney has sole voting power as a proxy with respect to the
303,900 shares owned outright by Mr. Stein and, accordingly,
these shares are also included in the shares shown as
beneficially owned by Mr. Mahoney.
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SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act,
the registrant caused this report to be signed on its behalf by
the undersigned, thereto duly authorized.
MEDPLUS, INC., Registrant
By:/s/ Richard A. Mahoney
Richard A. Mahoney, President
Date: May 10, 1996
In accordance with the Exchange Act, this report has been signed
below by the following persons on behalf of the registrant and in
the capacities and on the dates indicated.
Signature Title Date
/s/ Richard A. Mahoney Chairman of the Board, May 10, 1996
Richard A. Mahoney Chief Executive Officer
and President (Principal
Executive Officer)
/s/ Daniel A. Silber Vice President of May 10, 1996
Daniel A. Silber Finance and Chief
Financial Officer
(Principal Financial
and Accounting Officer)
/s/ Robert E. Kenny III Secretary and Director May 10, 1996
Robert E. Kenny III
/s/ Jay Hilnbrand Director May 10, 1996
Jay Hilnbrand
/s/ Paul J. Stein Director May 10, 1996
Paul J. Stein
