SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
AMENDMENT NO. 1
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 (FEE REQUIRED)
For the fiscal year ended December 31, 1998
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
For the transition period from _______ to _______
Commission file number 0-25378
HCIA Inc.
(Exact name of registrant as specified in its charter)
Maryland 52-1407998
(State or other jurisdiction of (I.R.S. employer identification no.)
incorporation or organization)
300 East Lombard Street, Baltimore, MD 21202
(Address of Principal executive offices) (Zip Code)
Registrant's telephone number, including area code (410) 895-7470
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
NONE
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
Common Stock, $.01 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 preceding 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-K is not contained herein, and will not 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-K or any amendment to this
Form 10-K. [X]
The aggregate market value of the Common Stock, $.01 par value, held by
non-affiliates of the registrant based on the closing sales price of the Common
Stock as quoted on the National Association of Securities Dealers, Inc. National
Market System as of February 26, 1998, was $44,393,073.
The number of shares of the registrant's Common Stock, $.01 par value,
outstanding as of February 26, 1998 was 11,851,125.
DOCUMENTS INCORPORATED BY REFERENCE
None
<PAGE>
PART III
Part III is hereby amended and restated to read in full as follows:
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS.
The following are the directors of the Company:
CLASS I: TERM WILL EXPIRE AT THE 2001 ANNUAL MEETING.
GEORGE D. PILLARI, age 36, co-founded the Company in 1985 and has served
as its Chief Executive Officer since 1987, also serving as President from 1987
to April 1992 and from October 1992 to September 1998. He has served as
Chairman of the Board since April 1992.
RICHARD DULUDE, age 66, has been a director of the Company since December
1994. He retired as Vice Chairman of Corning Incorporated in April 1993, having
served in that capacity since November 1990, and as Group President of Corning
Incorporated from 1983 to November 1990. Mr. Dulude is also a director of
AMBAC, Raychem Corporation and Landec Corp.
CLASS II: TERM WILL EXPIRE AT THE 2002 ANNUAL MEETING.
RICHARD A. BERMAN, age 54, has been a director of the Company since
October 1995. He has served as President of Manhattanville College in New York
since January 1995. Prior to that time, Mr. Berman held several positions in
educational institutions, government and the private sector, including serving
as President and Chief Executive Officer of Howe-Lewis International, an
executive search and management consulting firm, from November 1992 to January
1995.
PHILLIP B. LASSITER, age 55, has been a director of the Company since
October 1992. He has served as Chairman and Chief Executive Officer of AMBAC
Inc. ("AMBAC") since April 1991, and as President since August 1992. From 1969
to July 1991, Mr. Lassiter served in various capacities with Citibank, N.A.,
including Deputy Section Head for North American investment, corporate banking
and institutional insurance activities. He is also a director of Diebold Inc.
CLASS III: TERM WILL EXPIRE AT THE 2000 ANNUAL MEETING.
W. GRANT GREGORY, age 58, has been a director of the Company since
December 1994. He has served as Chairman of Gregory & Hoenemeyer, Inc.,
merchant bankers, since 1988. Mr. Gregory retired as Chairman of the Board of
Touche Ross, Inc. in 1987. He is also a director of AMBAC and InaCom Corp.
CARL J. SCHRAMM, PH.D., age 52, has served as a director of the Company
since January 1995. He is presently serving as President of Greenspring
Advisors, Inc., which provides strategic, financial and other advice to
businesses. From January 1993 to May 1995, Dr. Schramm served as Executive Vice
President of Fortis, Inc., and from May 1987 to December 1992, served as
President of the Health Insurance Association of America. He was Director of
the Johns Hopkins Center for Hospital Finance and Management from January 1980
to May 1987. Dr. Schramm co-founded the Company in 1985, and served as an
officer and director of the Company until 1988.
ITEM 11. EXECUTIVE COMPENSATION.
<PAGE>
The following table sets forth certain information regarding the Company's
Chief Executive Officer and each of the other executive officers during 1996,
1997 and 1998 (the "Named Executive Officers").
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION
--------------
SECURITIES
ANNUAL COMPENSATION UNDERLYING
FISCAL ------------------------- OPTIONS/SARS OTHER
NAME AND TITLE YEAR SALARY($) BONUS($)(1) (#)(2) COMPENSATION($)(3)
- ------------------------------------- -------- ----------- ------------- -------------- -------------------
<S> <C> <C> <C> <C> <C>
George D. Pillari 1998 265,000 -- 149,500 4,800
Chairman and 1997 265,000 -- 120,000 4,750
Chief Executive Officer ............ 1996 265,000 -- 50,000 4,500
Donald S. Good 1998 208,738 10,000 110,250 3,400
President and 1997 160,471 21,844 40,000 2,711
Chief Operating Officer(4) ......... 1996 82,715 23,436 25,000 --
Barry C. Offutt 1998 175,000 9,400 61,550 4,800
Senior Vice President and 1997 165,000 18,563 70,000 4,750
Chief Financial Officer ............ 1996 155,000 37,500 22,500 4,500
Charles A. Berardesco 1998 160,000 8,000 37,300 4,600
Senior Vice President and 1997 145,000 11,238 30,000 2,175
General Counsel(4) ................. 1996 84,749 17,063 20,000 --
</TABLE>
- ---------
(1) The amounts shown in this column include bonuses accrued under the
Company's management incentive program during 1996, 1997 and 1998.
(2) See " -- Option Grants," and " -- Option Exercises and Year-End Values" for
disclosure regarding outstanding stock options.
(3) Consists of matching contributions under the Company's Savings Incentive
Plan for all Named Executive Officers.
(4) Messrs. Good and Berardesco each joined the Company in May 1996.
OPTION GRANTS
Options granted to the Named Executive Officers during 1998 are set forth
in the following table. No stock appreciation rights ("SARs") were granted
during 1998.
OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
----------------------------------------------------------------
POTENTIAL REALIZABLE
VALUE
AT ASSUMED ANNUAL
RATES
PERCENT OF OF STOCK PRICE
NUMBER OF TOTAL APPRECIATION FOR
SHARES OPTIONS OPTION
UNDERLYING GRANTED TO EXERCISE TERM(4)
OPTIONS EMPLOYEES IN PRICE --------------------
NAME GRANTED(#)(1) 1997 (%) ($/SHARE)(1) EXPIRATION DATE 5%($) 10%($)
- --------------------------- --------------- -------------- ------------- ------------------- --------- ----------
<S> <C> <C> <C> <C> <C> <C>
George D. Pillari ......... 90,000 (2) 9.1 15.87 February 4, 2008 898,757 2,278,188
59,500 (3) 6.1 6.125 September 2, 2006 174,743 417,156
Donald S. Good ............ 101,500 (2) 10.3 6.125 September 2, 2008 391,372 992,015
8,750 (3) 0.9 6.125 September 2, 2006 297,068 711,619
Barry C. Offutt ........... 38,800 (2) 3.9 6.125 September 2, 2008 149,608 379,214
22,750 (3) 2.3 6.125 September 2, 2006 66,584 159,501
Charles A. Berardesco ..... 26,800 (2) 2.7 6.125 September 2, 2008 103,233 261,613
10,500 (3) 1.1 6.125 September 2, 2006 30,706 73,547
</TABLE>
- ---------
(1) The exercise price of each option was equal to at least the fair market
value of the underlying Common Stock on the date of grant, as determined
in accordance with the 1994 Stock and Incentive Plan (the "Stock Option
Plan").
(2) This option vests annually over a four year period.
(3) This option, granted in exchange for the cancellation of certain
outstanding options, vests based on increases in the market value of the
Company's Common Stock. See "Option Cancellations and Replacements."
(4) Future value of current-year grants assuming appreciation of 5% and 10% per
year over the applicable option term. The actual value realized may be
greater than or less than the potential realizable values set forth in the
table.
<PAGE>
OPTION EXERCISES AND YEAR-END VALUES
The following table sets forth certain information regarding the fiscal
year-end value of unexercised options held by the Named Executive Officers.
There were no options exercised by the Named Executive Officers, and no SARs
outstanding, during 1998.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL
YEAR-END OPTION VALUES
<TABLE>
<CAPTION>
NUMBER OF SECURITIES
UNDERLYING UNEXERCISED VALUE OF UNEXERCISED
OPTIONS AT FISCAL YEAR-END IN-THE-MONEY OPTIONS
SHARES (#) AT FISCAL YEAR-END ($)(1)
ACQUIRED ON VALUE ----------------------------- ----------------------------
NAME EXERCISE(#) REALIZED($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- --------------------------- ------------- ------------ ------------- --------------- ------------- --------------
<S> <C> <C> <C> <C> <C> <C>
George D. Pillari ......... -- -- 160,000 149,500 -- --
Donald S. Good ............ -- -- 10,000 140,250 -- --
Barry C. Offutt ........... -- -- 46,499 91,650 -- --
Charles A. Berardesco ..... -- -- 5,000 52,300 -- --
</TABLE>
- ---------
(1) Calculated based on the last sales price of the Common Stock on December
31, 1998 of $4.25 per share, less the exercise price.
OPTION CANCELLATIONS AND REPLACEMENTS
As discussed in the "Compensation Committee Report on Executive
Compensation" in the Company's Proxy Statement for its 1999 Annual Meeting of
Stockholders, in September 1998 the Compensation Committee canceled certain
options and granted new options, at a ratio of .35 share to each outstanding
option share canceled, with an exercise price equal to the then fair market
value of $6.125 (the "Replacement Options"). The Replacement Options have a
vesting schedule which is tied to increases in the market price of the Company's
common stock. The following table sets forth, for executive officers of the
Company, certain information relating to the Replacement Options, the options
which were canceled upon receipt of the Replacement Options and previous option
cancellations and replacements.
TEN YEAR OPTIONS/SAR REPRICINGS
<TABLE>
<CAPTION>
NUMBER OF
SECURITIES
UNDERLYING
OPTIONS/SARS
REPRICED OR
NAME DATE AMENDED (#)
- ------------------------------- ---------------------- --------------
<S> <C> <C>
September 2, 1998 17,500
George D. Pillari September 2, 1998 21,000
Chairman & CEO .............. September 2, 1998 21,000
September 2, 1998 8,750
Donald S. Good November 13, 1996(1) 12,500
President & COO. ............ November 13, 1996(1) 12,500
Jean Chenoweth September 2, 1998 3,500
Senior Vice President ....... September 2, 1998 4,375
September 2, 1998 7,875
Barry C. Offutt September 2, 1998 10,500
Senior Vice President ....... September 2, 1998 4,375
September 2, 1998 3,500
September 2, 1998 7,000
Charles A. Berardesco November 13, 1996(1) 5,000
Senior Vice President ....... November 13, 1996(1) 15,000
EJay Lockwood
Senior Vice President ....... November 13, 1996(2) 5,000
<CAPTION>
MARKET PRICE
OF STOCK AT EXERCISE PRICE ORIGINAL TERM
TIME OF AT TIME OF NEW REMAINING AT
REPRICING OR REPRICING OR EXERCISE DATE OF
NAME AMENDMENT ($) AMENDMENT ($) PRICE ($) REPRICING
- ------------------------------- --------------- ---------------- ----------- -----------------
<S> <C> <C> <C> <C>
6.125 59.875 6.125 8 yrs., 1 month
George D. Pillari 6.125 48.68 6.125 3 yrs., 5 months
Chairman & CEO .............. 6.125 38.94 6.125 3 yrs., 5 months
6.125 28.69 6.125 8 yrs., 2 months
Donald S. Good 28.65 59.875 28.69 9 yrs., 9 months
President & COO. ............ 28.69 50.88 28.69 9 yrs., 6 months
Jean Chenoweth 6.125 59.875 6.125 8 yrs., 1 month
Senior Vice President ....... 6.125 26.25 6.125 7 yrs.
6.125 59.875 6.125 8 yrs., 1 month
Barry C. Offutt 6.125 38.94 6.125 8 yrs., 5 months
Senior Vice President ....... 6.125 26.25 6.125 7 yrs.
6.125 38.94 6.125 8 yrs., 5 months
6.125 28.69 6.125 8 yrs., 2 months
Charles A. Berardesco 28.69 59.875 28.69 9 yrs., 9 months
Senior Vice President ....... 28.69 50.88 28.69 9 yrs., 6 months
EJay Lockwood
Senior Vice President ....... 28.69 59.875 28.69 9 yrs., 9 months
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
NUMBER OF
SECURITIES
UNDERLYING
OPTIONS/SARS
REPRICED OR
NAME DATE AMENDED (#)
- ------------------------------- ---------------------- --------------
<S> <C> <C>
Lawrence F. Byrne
Senior Vice President ....... November 13, 1996(2) 105,000
Kevin J. Hicks
Senior Vice President ....... November 13, 1996(2) 105,000
<CAPTION>
MARKET PRICE
OF STOCK AT EXERCISE PRICE ORIGINAL TERM
TIME OF AT TIME OF NEW REMAINING AT
REPRICING OR REPRICING OR EXERCISE DATE OF
NAME AMENDMENT ($) AMENDMENT ($) PRICE ($) REPRICING
- ------------------------------- --------------- ---------------- ----------- -----------------
<S> <C> <C> <C> <C>
Lawrence F. Byrne
Senior Vice President ....... 28.69 59.875 28.69 9 yrs., 9 months
Kevin J. Hicks
Senior Vice President ....... 28.69 59.875 28.69 9 yrs., 9 months
</TABLE>
- ---------
(1) Each of these options was subsequently cancelled and replaced with the
Replacement Options.
(2) Each of these executive officers subsequently terminated his employment
with the Company and all of these options have terminated.
EMPLOYMENT AGREEMENT
Effective as of January 1, 1995, the Company entered into an employment
agreement with Mr. Pillari pursuant to which the Company continued his
employment as Chairman of the Board and Chief Executive Officer. Pursuant to
the employment agreement, Mr. Pillari receives an annual base salary of
$265,000 and is entitled to participate in bonus arrangement under which he is
eligible to earn an annual bonus based on the Company's achieving certain
performance goals to be established by the Board of Directors. The employment
agreement has an initial term of two years, and unless the Board of Directors
notifies Mr. Pillari otherwise, the term of the agreement automatically renews
daily for succeeding two year periods.
The employment agreement provides that in the event of the termination of
Mr. Pillari's employment for certain reasons, including certain terminations
resulting from a change in control of the Company (as defined in the employment
agreement), Mr. Pillari would be entitled to receive for the remainder of the
employment term contemplated in the agreement, compensation at an annualized
rate equal to the sum of his base annual salary and target bonus at the time of
termination (such sum being not less than 140% of such base annual salary). In
addition, he would continue to participate in all Company benefit plans until
the earlier of two years from the date of termination or such time as he is
covered by a comparable plan of a subsequent employer. Mr. Pillari is also
subject to certain restrictions under the agreement prohibiting him from
competing with the Company or any of its subsidiaries and from divulging any
confidential proprietary information obtained by him while in the employ of the
Company and for a period of time thereafter.
MANAGEMENT RETENTION AGREEMENTS
The Company has entered into a management retention agreement with each of
its officers (other than Mr. Pillari). These agreements provide for payments
and other benefits if there is a change in control (as defined in the
agreement) of the Company and, within two years of such change in control, the
officer's employment is terminated by the Company or its successor other than
for cause (as defined in the agreement), or the officer resigns for good reason
(as defined in the agreement). Under each agreement, the officer would receive,
following termination of employment under such circumstances, cash payments
equal to up to two times the sum of (i) the officer's highest annual rate of
base salary and (ii) the product of the officer's highest bonus percentage (as
a percentage of base salary) times his highest base salary (such sum being the
"Reference Amount"). The officer may elect to receive payment either in a lump
sum or in the form of periodic payments following his termination of
employment. For certain officers, amounts in excess of one times the Reference
Amount will be made in the form of periodic payments, and will be subject to
reduction, on a dollar-for-dollar basis, by any compensation the officer earns
from a subsequent employer unrelated to the Company.
In addition to the payments described above, the officer would be fully
vested in all stock options and other Awards under the Stock Option Plan upon a
change in control and receive following termination of employment a lump-sum
payment equal to the amount that the Company would have contributed for the
officer's account under the Company's Savings Incentive Plan during the two
years following termination of employment. The officer and his family will
remain eligible to participate in the Company's medical and other welfare
benefits programs for two years from the officer's termination of employment
(except that coverage will end to the extent the officer begins coverage under
the plans of a subsequent employer).
SAVINGS INCENTIVE PLAN
The Company maintains the Savings Incentive Plan, a profit sharing plan
qualified under Section 401(a) of the Internal Revenue Code of 1986. All
employees of the Company who have completed one year of service are eligible to
participate in the Savings Incentive Plan. Subject to certain limitations on
individual contributions and allocations and Company
DIRECTOR COMPENSATION
DIRECTORS' FEES. The Company pays its directors who are not officers or
employees of the Company or its affiliates, an annual retainer of $12,000, fees
of $1,000 for each Board meeting attended and $500 for each committee meeting
attended, and an annual fee of $1,500 for service as a Board committee chair.
Under the Company's Deferred Compensation Plan for Outside Directors (the
"Deferred Compensation Plan"), non-employee directors may elect to defer all or
part of their director compensation (including both annual fees and meeting
fees) that is paid in cash. Deferrals will be credited to a bookkeeping account
maintained on the director's behalf as a cash credit, which periodically will be
credited with interest at the 90-day United States Treasury Bill rate. The
Deferred Compensation Plan is unfunded. Settlement of accounts will be made only
in cash.
DIRECTORS OPTION PLAN. Under the 1995 Non-Employee Directors Stock Option
Plan (the "Directors Option Plan"), each director who is not an officer or
employee of the Company or its affiliates (an "outside director") is granted an
option at each annual meeting of stockholders to purchase 5,000 shares of Common
Stock at an exercise price equal to the fair market value of the Common Stock on
the date of grant. This annual award vests as of the first annual meeting of
stockholders held following the date of the award, provided that the outside
director continues in service as a member of the Board until the relevant
vesting date.
<PAGE>
Section 16(a) Beneficial Ownership Reporting Compliance
The Company is not aware of any director, officer or 10% stockholder who
during 1998 failed to file on a timely basis any report regarding the Company's
securities required by Section 16(a) of the Securities Exchange Act of 1934.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
The following table sets forth as of February 26, 1999, certain
information with respect to the beneficial ownership of the Common Stock by:
(i) each of the Named Executive Officers (as defined below) of the Company;
(ii) each of the directors of the Company and nominees for directors; (iii) all
directors and executive officers of the Company as a group; and (iv) each
person known to the Company who beneficially owns 5% or more of the outstanding
shares of Common Stock. The Company believes that the beneficial owners of the
Common Stock listed below, based on information furnished by such owners, have
sole voting and investment power with respect to such shares, except as noted
below:
<TABLE>
<CAPTION>
SHARES BENEFICIALLY
OWNED(1)
---------------------
NAME NUMBER PERCENT
- ---------------------------------------------------------------- ------------ --------
<S> <C> <C>
George D. Pillari(2) ........................................... 422,466 3.5%
Richard A. Berman(3) ........................................... 19,500 *
Richard Dulude(3) .............................................. 20,500 *
W. Grant Gregory(3)(4) ......................................... 141,200 1.2%
Phillip B. Lassiter(3) ......................................... 50,500 *
Carl J. Schramm, Ph.D.(3)(5) ................................... 20,900 *
Donald S. Good, Jr.(6) ......................................... 11,509 *
Barry C. Offutt(6) ............................................. 50,702 *
Charles A. Berardesco(6) ....................................... 6,568 *
Massachusetts Financial Services Company(7) .................... 1,264,737 10.7%
Merrill Lynch & Co.(8) ......................................... 1,322,000 11.6%
T. Rowe Price Associates, Inc.(9) .............................. 1,232,100 10.4%
Dimensional Fund Advisors Inc.(10) ............................. 622,300 5.3%
All directors and executive officers as a group (9 persons)(11) 743,845 6.1%
</TABLE>
- ---------
* Less than 1%.
(1) Beneficial ownership is determined in accordance with the rules of the
Commission and includes voting or investment power with respect to the
shares. Shares of Common Stock subject to options currently exercisable or
exercisable within 60 days of the Record Date are deemed outstanding for
computing the percentage of the person holding such options, but are not
deemed outstanding for computing the percentage of any other person.
(2) Includes (i) 233,830 shares as to which Mr. Pillari shares beneficial
ownership with his wife, (ii) 1,950 shares held as custodian for minor
children, (iii) 4,186 shares for Mr. Pillari's benefit in the HCIA Savings
Incentive Plan ("SIP") and (iv) exercisable options to acquire 182,500
shares of Common Stock.
(3) Includes 19,500 shares subject to options under the Directors Option Plan.
(4) Includes 4,000 shares owned through a partnership of which Mr. Gregory is a
partner.
(5) Includes 1,400 shares held as custodian for minor children.
(6) Includes 10,000, 46,499 and 5,000 shares subject to options held by Messrs.
Good, Offutt and Berardesco, respectively. Also includes 609 and 2,703
shares held for Messrs. Good and Offutt, respectively, in the SIP.
(7) Based on a Schedule 13G filed by the listed entity. According to the
Schedule 13G, there is sole dispositive power with respect to all shares
and sole voting power with respect to 1,238,637 shares. The address of
Massachusetts Financial Services Company is 500 Boylston Street, Boston,
Massachusetts 02116.
(8) Based on a Schedule 13G filed by listed entity. The address of Merrill
Lynch & Co. is World Financial Center, North Tower, 250 Vesey Street, New
York, New York 10381. According to the Schedule 13G, there is shared
voting and dispositive power with respect to all shares. In addition, the
Schedule 13G indicates that Merrill Lynch Special Value Fund, Inc. holds
shared voting and dispositive power as to 859,500 shares. The address of
Merrill Lynch Special Value Fund, Inc. is 800 Scudders Mill Road,
Plainsboro, New Jersey 08536.
(9) Based on a Schedule 13G filed by the listed entity. The address of T. Rowe
Price Associates, Inc. is 100 E. Pratt Street, Baltimore, Maryland 21202.
According to the Schedule 13G, there is sole dispositive power as to all
shares and sole voting power as to 21,800 shares.
(10) Based on a Schedule 13G filed by the listed entity. The address of
Dimensional Fund Advisors Inc. is 1299 Ocean Avenue, 11th Floor, Santa
Monica, California 90401.
(11) Includes 341,499 shares subject to options and 7,498 shares held in the
SIP.
<PAGE>
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
CERTAIN TRANSACTIONS
REGISTRATION RIGHTS
The Company has granted to Mr. Pillari certain rights with respect to the
registration under the Securities Act of 1933 of the shares of Common Stock
currently held by Mr. Pillari and the shares issuable pursuant to Mr. Pillari's
option to purchase 160,000 shares. In the event the Company proposes to
register any of its securities under the Securities Act for its own account or
for the account of any of its stockholders, subject to certain exceptions, Mr.
Pillari shall be entitled to include his shares in such registration.
Registration of Mr. Pillari's shares is subject, in an underwritten offering,
to the right of the managing underwriter to exclude for marketing reasons some
or all of the shares from such registration. All fees, costs and expenses
incurred with any such registration, except for underwriting discounts and
selling concessions, will be borne by the Company.
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this Amendment No. 1 to be signed on
its behalf by the undersigned, thereunto duly authorized.
HCIA INC.
By: /s/ George D. Pillari
-----------------------------
George D. Pillari
Chairman of the Board & CEO
Date: June 9, 1999
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the registrant in
the capacities and on the dates indicated.
Signature Title Date
/s/ George D. Pillari Chairman of the Board June 9, 1999
- ------------------------ and Chief Executive Officer
George D. Pillari (principal executive officer)
/s/ Barry C. Offutt Senior Vice President June 9, 1999
- ------------------------ and Chief Financial Officer
Barry C. Offutt (principal financial and
accounting officer)
/s/ Richard A. Berman Director June 9, 1999
- ------------------------
Richard A. Berman
Director June 9, 1999
- ------------------------
Richard Dulude
Director June 9, 1999
- ------------------------
W. Grant Gregory
/s/ Phillip B. Lassiter Director June 9, 1999
- ------------------------
Phillip B. Lassiter
/s/ Carl J. Schramm Director June 9, 1999
- ------------------------
Carl J. Schramm
