<PAGE>
As Filed with the Securities and Exchange Commission on May 31, 1996
Registration No. ______________333-43104
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 1
To
FORM S-3
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
PHAMIS, INC.
(Exact name of registrant as specified in charter)
___________________________
WASHINGTON 91-1141795
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
1001 FOURTH AVENUE, PLAZA, SUITE 1500
SEATTLE, WASHINGTON 98154
(206) 622-9558
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
___________________________
FRANK T. SAMPLE
PRESIDENT AND CHIEF EXECUTIVE OFFICER
PHAMIS, INC.
1001 FOURTH AVENUE, SUITE 1500
SEATTLE, WASHINGTON 98154
(206) 622-9558
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
___________________________
COPIES TO:
JOSEPH P. WHITFORD
Foster Pepper & Shefelman
1111 Third Avenue, Suite 3400
Seattle, Washington 98101
(206) 447-4400
___________________________
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time
to time after the effective date of this Registration Statement.
If the only securities being registered on this Form are being offered
pursuant to the dividend or interest reinvestment plans, please check in the
following box. [_]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act of 1933, check the following
box and list the Securities Act registration statement number of 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 of 1933, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. [_]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]
___________________________
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
====================================================================================================================================
TITLE OF EACH CLASS OF AMOUNT PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
SECURITIES TO BE REGISTERED TO BE REGISTERED OFFERING PRICE PER UNIT (1) AGGREGATE OFFERING PRICE REGISTRATION FEE (2)
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $.0025 par
value per share 153,609 shares $14.813 $2,278,372.72 $785
====================================================================================================================================
</TABLE>
<PAGE>
(1) Estimated solely for purposes of calculating the registration fee
pursuant to Rule 457(c) under the Securities Act of 1933 on the basis
of the average of the high and low prices of the Common Stock on the
Nasdaq National Market on April 29, 1996.
(2) Previously paid.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT 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 OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
================================================================================
<PAGE>
PROSPECTUS
PHAMIS, INC.
153,609 SHARES
COMMON STOCK
_____________
This prospectus relates to 153,609 shares (the "Shares") of common stock,
$.0025 par value (the "Common Stock"), of PHAMIS, Inc., a Washington corporation
(the "Company"). The Shares are outstanding shares of Common Stock owned by the
persons named in this Prospectus under the caption "Selling Stockholders." The
Shares were issued to the Selling Shareholders as consideration for the merger
on March 20, 1996 (the "Merger") of Data Breeze, Inc., a Florida corporation
("Data Breeze"), with and into Phamis Acquisition, Inc., a wholly-owned
subsidiary of the Company.
The Selling Stockholders may from time to time sell the Shares on The
Nasdaq National Market, in the over-the-counter market, on any other national
securities exchange on which the Common Stock may be listed or traded, in
negotiated transactions or otherwise, at prices then prevailing or related to
the then current market price or at negotiated prices. The Shares may be sold
directly or through brokers or dealers. See "Plan of Distribution."
The Company will receive no part of the proceeds of any sales made
hereunder. See "Use of Proceeds." All expenses of registration incurred in
connection with this offering are being borne by the Company, but all selling
and other expenses incurred by the Selling Stockholders will be borne by the
Selling Stockholders. See "Selling Stockholders."
The Selling Stockholders and any broker-dealers participating in the
distribution of the Shares may be deemed to be "underwriters" within the meaning
of the Securities Act of 1933, as amended (the "Securities Act"), and any
commissions or discounts given to any such broker-dealer may be regarded as
underwriting commissions or discounts under the Securities Act.
The Shares have not been registered for sale by the Selling Stockholders
under the securities laws of any state as of the date of this Prospectus.
Brokers or dealers effecting transactions in the Shares should confirm the
registration thereof under the securities laws of the States in which
transactions occur or the existence of any exemption from registration.
The Common Stock is traded on The Nasdaq National Market under the symbol
"PHAM." On May 29, 1996, the closing price of the Common Stock as reported on
The Nasdaq National market was $18.50 per share.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
The date of this Prospectus is June ____, 1996.
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports, proxy statements and other information with the
Commission. Such reports, proxy statements and other information filed by the
Company can be inspected and copied at the public reference facilities of the
Commission, Room 1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington, DC
20549, and at the regional offices of the Commission located at 7 World Trade
Center, Suite 1300, New York, NY 10048 and Northwest Atrium Center, 500 West
Madison Street, Suite 1400, Chicago, IL 60661-2511 at prescribed rates. The
Company's Common Stock is traded on The Nasdaq National Market and, as a result,
the periodic reports, proxy statements and other information filed by the
Company with the Commission can also be inspected at the offices of the National
Association of Securities Dealers, Inc., 1735 K Street, Washington, D.C. 20006.
The Company has filed with the Commission a registration statement on Form
S-3 (herein, together with all amendments and exhibits, referred to as the
"Registration Statement") under the Securities Act. This Prospectus does not
contain all of the information set forth in the Registration Statement, certain
parts of which are omitted in accordance with the rules and regulations of the
Commission. For further information, reference is hereby made to the
Registration Statement, including the exhibits filed as a part thereof and
otherwise incorporated therein.
Statements contained in this Prospectus or in any document incorporated by
reference in this Prospectus as to the contents of any contract or other
document referred to herein or therein are not necessarily complete, and in each
instance reference is made to the copy of such contract or other document filed
as an exhibit to the Registration Statement or such other document, each such
statement being qualified in all respects by such reference.
INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents have been filed by the Company with the Commission
(File No. 0-25188) and are hereby incorporated herein by reference:
(1) Annual Report on Form 10-K for the year ended December 31,
1995;
(2) Quarterly Report on Form 10-Q for the quarterly period ended
March 31, 1996; and
(3) The description of Common Stock contained in the Company's
registration statement on Form 8-A pursuant to Section 12 of the
Exchange Act filed with the Commission on November 1, 1994, and as
amended on November 17, 1994.
All documents filed by the Company pursuant to Section 13(a), 13(c), 14 or
15(d) of the Exchange Act subsequent to the date of this Prospectus and prior to
the termination of the offering of the Shares offered hereby shall be deemed to
be incorporated by reference in this Prospectus and to be part hereof from the
date of filing of such documents. Any statement contained in a document
incorporated or deemed to be incorporated by reference herein shall be deemed to
be modified or superseded for purposes of this Prospectus to the extent that a
statement contained herein or in any other subsequently filed document which
also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed to constitute a part of this Prospectus, except as so modified or
superseded.
The Company will provide without charge to each person to whom a copy of
this Prospectus is delivered, upon written or oral request, a copy of any or all
of the documents incorporated by reference in this Prospectus, other than
exhibits to such documents (unless such exhibits are specifically incorporated
by reference in such documents). Requests should be directed to PHAMIS,
Inc.,1001 Fourth Avenue Suite 1500, Seattle, Washington 98154, Attention:
Cheryl Isen, Senior Director of Corporate Communications, telephone number (206)
622-9558.
2
<PAGE>
THE COMPANY
The Company develops, markets, installs and services enterprise-wide,
patient-centered healthcare information systems for use by large- and medium-
sized healthcare providers. The Company operates in the single industry segment
of healthcare information systems. The healthcare information systems offered by
the Company are designed to manage patient care throughout an integrated, multi-
facility healthcare delivery enterprise. The Company believes that its systems
overcome the limitations of traditional healthcare information systems and
address the evolving information needs of large, rapidly expanding healthcare
delivery enterprises. As a result of the Merger, the Company also provides
products and services targeted at physician group practices ranging in size from
15 to more than 500 physicians. The principal executive offices of the Company
are located at 1001 Fourth Avenue Plaza, Suite 1500, Seattle, Washington 98154,
and the telephone number is (206) 622-9558.
USE OF PROCEEDS
All of the Shares offered hereby are being offered by the Selling
Stockholders. The Company will not receive any of the proceeds from the sale of
the Shares. See "Selling Stockholders."
SELLING STOCKHOLDERS
The following table sets forth the number of shares of Common Stock
received by each of the Selling Stockholders as a result of the Merger, all of
which may be offered for sale from time to time by the Selling Stockholders. The
shares offered for sale constitute all of the shares of Common Stock known to
the Company to be beneficially owned by the Selling Stockholders.
<TABLE>
<CAPTION>
Shares Owned and
Selling Stockholder Being Offered
------------------- ----------------
<S> <C>
Jennie Bauer............................. 4,608
Jane Bennett............................. 34,178
Karan Bond............................... 4,608
Scott Joyce.............................. 34,178
Michel Julien............................ 34,178
Michael Solomon.......................... 41,859
------
Total 153,609
</TABLE>
The Selling Stockholders comprise all of the former stockholders of Data
Breeze as of the effective time of the Merger. The Shares were acquired pursuant
to an Agreement and Plan of Merger, dated February 29, 1996 (the "Merger
Agreement"), which contained the Company's agreement to file and maintain in
effect for a two-year period a registration statement on Form S-3 as soon as is
practicable after effectiveness of the Merger to register such Shares.
Pursuant to the Merger Agreement, the Company will pay all expenses in
connection with the registration and sale of the Shares, except any selling
commissions or discounts allocable to sales of the Shares, fees and
disbursements of counsel and other representatives of the Selling Stockholders,
and any stock transfer taxes payable by reason of any such sale.
Before the Merger, the Company had no material relationship with any of the
Selling Stockholders. Effective on the date of the Merger, each of Messrs. Joyce
and Solomon and Ms. Bennett entered into an employment agreement with PHAMIS
Acquisition, Inc.
3
<PAGE>
PLAN OF DISTRIBUTION
The Selling Stockholders may from time to time sell all or a portion of the
Shares on The Nasdaq National Market, in the over-the-counter market, on any
other national securities exchange on which the Common Stock is listed or
traded, in negotiated transactions or otherwise, at prices then prevailing or
related to the then current market price or at negotiated prices. The Shares
will not be sold in an underwritten public offering. The Shares may be sold
directly or through brokers or dealers. The methods by which the Shares may be
sold include: (a) a block trade (which may involve crosses) in which the broker
or dealer so engaged will attempt to sell the securities as agent but may
position and resell a portion of the block as principal to facilitate the
transaction; (b) purchases by a broker or dealer as principal and resale by such
broker or dealer for its account pursuant to this Prospectus; (c) exchange
distributions and/or secondary distributions in accordance with the rules of The
Nasdaq National Market; (d) ordinary brokerage transactions and transactions in
which the broker solicits purchasers; and (e) privately negotiated transactions.
In effecting sales, brokers and dealers engaged by Selling Stockholders may
arrange for other brokers or dealers to participate. Brokers or dealers may
receive commissions or discounts from Selling Stockholders (or, if any such
broker-dealer acts as agent for the purchaser of such shares, from such
purchaser) in amounts to be negotiated which are not expected to exceed those
customary in the types of transactions involved. Broker-dealers may agree with
the Selling Stockholders to sell a specified number of such shares at a
stipulated price per share, and, to the extent such broker-dealer is unable to
do so acting as agent for a Selling Stockholder, to purchase as principal any
unsold shares at the price required to fulfill the broker-dealer commitment to
such Selling Stockholder. Broker-dealers who acquire shares as principal may
thereafter resell such shares from time to time in transactions (which may
involve crosses and block transactions and sales to and through other broker-
dealers, including transactions of the nature described above) in the over-the-
counter market or otherwise at prices and on terms then prevailing at the time
of sale, at prices then related to the then-current market price or in
negotiated transactions and, in connection with such resales, may pay to or
receive from the purchasers of such shares commissions as described above.
In connection with the distribution of the Shares, the Selling Stockholders
may enter into hedging transactions with broker-dealers. In connection with such
transactions, broker-dealers may engage in short sales of the Shares in the
course of hedging the positions they assume with the Selling Stockholders. The
Selling Stockholders may also sell the Shares short and redeliver the Shares to
close out the short positions. The Selling Stockholders may also enter into
option or other transactions with broker-dealers which require the delivery to
the broker-dealer of the Shares. The Selling Stockholders may also loan or
pledge the Shares to a broker-dealer and the broker-dealer may sell the Shares
so loaned or upon a default the broker-dealer may effect sales of the pledged
shares. In addition to the foregoing, the Selling Stockholders may enter into,
from time to time, other types of hedging transactions.
The Selling Stockholders and any broker-dealers participating in the
distributions of the Shares may be deemed to be "underwriters" within the
meaning of Section 2(11) of the Securities Act and any profit on the sale of
Shares by the Selling Stockholders and any commissions or discounts given to any
such broker-dealer may be deemed to be underwriting commissions or discounts
under the Securities Act.
The Shares may also be sold pursuant to Rule 144 under the Securities Act
beginning March 20, 1998, the date two years after the Shares were issued
pursuant to the Merger.
The Company has filed the Registration Statement, of which this Prospectus
forms a part, with respect to the sale of the Shares. The Company has agreed to
use its best efforts to keep the Registration Statement current and effective
for a period commencing on the effective date of the Registration Statement and
terminating 24 months after the Registration Statement is filed with the
Commission. There can be no assurance that the Selling Stockholders will sell
any or all of the Shares offered hereunder.
Under the Exchange Act and the regulations thereunder, any person engaged
in a distribution of the shares of Common Stock of the Company offered by this
Prospectus may not simultaneously engage market making activities with respect
to the Common Stock of the Company during the applicable "cooling off" periods
prior to the commencement of such distribution. In addition, and without
limiting the foregoing, the Selling Stockholders will be subject to applicable
provisions of the Exchange Act and the rules and regulations thereunder,
including,
4
<PAGE>
without limitation, Rules 10b-6 and 10b-7, which provisions may limit the timing
of purchases and sales of Common Stock by the Selling Stockholders.
The Company will pay all of the expenses incident to the offering and sale
of the Shares, other than commissions, discounts and fees of underwriters,
dealers or agents.
LEGAL MATTERS
The legality of the Shares offered by this Prospectus has been passed upon
for the Company by Foster Pepper & Shefelman.
EXPERTS
The financial statements of the Company as of December 31, 1995 and 1994
and for each of the years in the three-year period ended December 31, 1995 have
been incorporated by reference herein and in the Registration Statement in
reliance on the report of KPMG Peat Marwick LLP, independent auditors,
incorporated by reference herein and upon the authority of said firm as experts
in accounting and auditing.
5
<PAGE>
===================================== ======================================
No dealer, salesman, or
other person has been authorized to
give any information or to make any
representation not contained in this
Prospectus and, if given or made,
such information or representations
must not be relied upon as having
been authorized by the Company, any
Selling Stockholder or any other
person. This Prospectus does not PHAMIS, INC.
constitute an offer to sell or a
solicitation of an offer to buy any
of the securities offered hereby in
any jurisdiction to any person to
whom it is unlawful to make any such
offer in such jurisdiction. Neither
the delivery of this Prospectus nor
any sale made hereunder shall, under
any circumstances, create any
implication that the information 153,609 SHARES
contained herein is correct as of any COMMON STOCK
time subsequent to the date hereof or
that there has been no change in the
affairs of the Company since such
date.
_____________ ___________________
PROSPECTUS
TABLE OF CONTENTS ___________________
<TABLE>
<CAPTION>
Page
----
<S> <C>
Available Information............ 2
Incorporation of Documents by
Reference........................ 2 _____________, 1996
The Company...................... 3
Use of Proceeds.................. 3
Selling Stockholders............. 3
Plan of Distribution............. 4
Legal Matters.................... 5
Experts.......................... 5
</TABLE>
===================================== =====================================
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The itemized table set forth below estimates the expenses in connection
with the offer and sale of the Shares offered hereby. All of the expenses will
be paid by the Company, except for the legal fees and expenses of the Selling
Stockholders.
<TABLE>
<S> <C>
SEC registration fee............................. $ 785
Accountants' fees and expenses................... 1,000
Company legal fees and expenses.................. 12,000
Miscellaneous.................................... 1,215
-------
Total......................................... $15,000
=======
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The registrant has entered into indemnification agreements with each of its
executive officers and directors in which the registrant agrees to indemnify and
hold harmless the officer or director to the fullest extent permitted by
applicable law against any and all reasonable attorneys' fees and all other
reasonable expense, cost, liability and loss paid or reasonably incurred by such
officer or director or on his or her behalf in connection with any threatened,
pending or completed action, suit or proceeding, or any inquiry or investigation
not initiated by the officer of director that he or she believes in good faith
might lead to the institution of any such action, suit or proceeding (each such
threatened, pending or completed action, suit, proceeding, inquiry or
investigation, a "Proceeding"), relating to any event or occurrence relating to
the fact that the officer or director is or was a director, officer, employee or
agent of the registrant, or is or was serving at the request of the registrant
as a director, officer, employee, trustee, agent or fiduciary of another
corporation, partnership, joint venture, employee benefit plan, trust or other
enterprise, or by reason of any action or inaction by the officer or director in
such capacity. However, the registrant's obligation to indemnify the officer or
director is subject to a determination by (i) the registrant's board of
directors, by vote of the majority of disinterested directors at a meeting where
there is a quorum consisting solely of such disinterested directors; (ii) under
certain circumstances, independent legal counsel appointed by the board of
directors in a written opinion; (iii) shareholders of the registrant; or (iv) a
court of competent jurisdiction in a final, nonappealable adjudication, that the
officer or director acted in good faith and in a manner he or she reasonably
believed to be in or not opposed to the best interests of the registrant, and
with respect to any criminal Proceeding, the officer or director had no
reasonable cause to believe that his or her conduct was unlawful. In addition,
the registrant is not obligated to indemnify the officer or director under the
indemnification agreement for any amounts paid in a settlement of any Proceeding
that was effected without the registrant's prior written consent.
Sections 23B.08.500 through 23B.08.600 of the Washington Business
Corporation Act authorize a court to award, or a corporation's board of
directors to grant, indemnification to directors and officers on terms
sufficiently broad to permit indemnification under certain circumstances for
liabilities arising under the Securities Act. Article IX of the registrant's
Bylaws provides that the registrant shall indemnify its directors and officers,
to the maximum extent permitted by applicable law, and that the registrant may
indemnity its directors, officers, employees or agents to the full extent
permitted by applicable law, or to such lesser extent as the registrant's board
of directors may determine.
Section 23B.08.320 of the Washington Business Corporation Act authorizes a
corporation to limit a director's personal liability to the corporation or its
shareholders for monetary damages for conduct as a director, except in certain
circumstances involving intentional misconduct, a knowing violation of law, self
dealing, illegal corporate loans or distributions or any transaction from which
the director personally received a benefit in money, property or services to
which the director is not legally entitled. Article 11 of the registrant's
Amended and Restated Articles
II-1
<PAGE>
of Incorporation contains provisions implementing, to the fullest extent
permitted by Washington law, such limitations on a director's liability to the
registrant and its shareholders.
ITEM 16. EXHIBITS
The exhibits identified in parentheses below, on file with the Commission,
are incorporated herein by reference as exhibits hereto.
<TABLE>
<CAPTION>
Exhibit Description
- -------------------------------------------------------------------------------------------------
<S> <C>
4.1 Specimen Common Stock Certificate of PHAMIS, Inc. (Incorporated by
reference to Exhibit 4.1 filed as part of the PHAMIS, Inc.
Registration Statement on Form S-1 dated November 17, 1994
(Registration No. 33-85852))
4.2 Agreement for Merger by and among PHAMIS, Inc., PHAMIS Acquisition
and Data Breeze, Inc., dated as of February 29, 1996
5.1 Opinion of Foster Pepper & Shefelman
23.1 Consent of KPMG Peat Marwick LLP
23.2 Consent of Foster Pepper & Shefelman (included in the opinion filed Exhibit 5.1)
24.1 Power of Attorney from officers and directors
</TABLE>
ITEM 17. UNDERTAKINGS.
(a) Rule 415 Offering
The undersigned registrant hereby undertakes:
(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;
(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;
(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.
provided, however, that paragraphs (a)(1)(i) and (ii) do not apply if
-----------------
the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed by the registrant
pursuant to Section 13 or 15(d) of the Exchange Act that are incorporated
by reference in this registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act, 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.
II-2
<PAGE>
(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.
(b) The undersigned registrant hereby undertakes that:
(1) For purposes of determining any liability under the
Securities Act, each filing of the registrant's annual
report pursuant to Section 13(a) or 15(d) of the Exchange
Act that is incorporated by reference in the registration
statement 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.
(2) Insofar as indemnification for liabilities arising under the
Securities Act 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 Commission such
indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such
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
competent jurisdiction the question whether such
indemnification by it is against public policy as expressed
in the Securities Act and will be governed by the final
adjudication of such issue.
II-3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies it has reasonable grounds to believe that it meets all
of the requirements for filing Form S-3 and has duly caused this Amendment
No. 1 to Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Seattle, State of
Washington, on the 31st day of May, 1996.
PHAMIS, INC.
By: /s/ Frank T. Sample
-------------------------
Frank T. Sample
Chief Executive Officer, President
and Director
Pursuant to the requirement of the Securities Act of 1993, this Amendment
No.1 to Registration Statement on Form S-3 has been signed below by the
following persons in the capacities indicated below on the 31st day of May,
1996.
/s/ Frank T. Sample /s/ Gregg W. Blodgett
- ------------------------------------ ----------------------------------------
Frank T. Sample Gregg W. Blodgett
Chief Executive Officer, President Vice President of Administration and
and Director Finance, Chief Financial Officer and
(Principal Executive Officer) Treasurer
(Principal Financial and Accounting
Officer)
/s/ Malcolm A. Gleser **/s/ Daniel Dyer
- ----------------------------------- ----------------------------------------
Malcolm A. Gleser Daniel Dyer
Chairman of the Board and Director Director
**/s/ Lonnie Smith **/s/ Timothy J. Wollaeger
- ----------------------------------- ----------------------------------------
Lonnie Smith Timothy J. Wollaeger
Director Director
<PAGE>
**By Frank T. Sample Pursuant to power of attorney
II-5
<PAGE>
EXHIBIT INDEX
Exhibit Page
- ------- ----
*4.1 Specimen Common Stock Certificate of PHAMIS, Inc.
(Incorporated by reference to Exhibit 4.1 filed as
part of the PHAMIS, Inc. Registration Statement
on Form S-1 dated November 17, 1994 (Registration No.
33-85852)).
*4.2 Agreement for Merger by and among PHAMIS, Inc.,
PHAMIS Acquisition and Data Breeze, Inc., dated
as of February 29, 1996
*5.1 Opinion of Foster Pepper & Shefelman
23.1 Consent of KPMG Peat Marwick LLP........................ 13
*23.2 Consent of Foster Pepper & Shefelman (included in the
opinion filed Exhibit 5.1)
*24.1 Power of Attorney from officers and directors
* Previously filed.
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors
PHAMIS, Inc.:
We consent to the use of our report incorporated herein by reference and to the
reference to our firm under the headaing "Experts" in the prospectus.
/s/ KPMG Peat Marwick LLP
Seattle, Washington
May 30, 1996
