REGISTRATION NO. 333-_____
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM S-3
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
HPR Inc.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation or organization)
04-2985551
(I.R.S. Employer Identification No.)
245 First Street
Cambridge, Massachusetts 02142
(617) 679-8000
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
Brian D. Cahill, Vice President
HPR Inc.
245 First Street
Cambridge, Massachusetts 02142
(617) 679-8000
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copy to:
Valerie L. Andrews, Esq.
Hill & Barlow, a Professional Corporation
One International Place
Boston, Massachusetts 02110
(617) 428-3000
Approximate date of commencement of proposed sale to the public: October 1,
1996
<PAGE>
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check 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, please check the following box
and list the Securities Act registration statement number of the 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, 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. [ ]
<TABLE>
CALCULATION OF REGISTRATION FEE
-----------------------------------
<CAPTION>
Title of each Proposed Proposed
class of maximum maximum
securities offering aggregate Amount of
to be Amount to be price per offering registration
registered registered unit * price * fee
<S> <C> <C> <C> <C>
Common Stock 260,001 $14.50 $3,770,014.50 $1,300.01
($0.01 par value)
<FN>
- -------------------------------------------------------------------------------
* Estimated solely for the purpose of computing the registration fee. This
amount was calculated pursuant to Rule 457 upon the basis of the average of the
high and low prices of the registrant's Common Stock as reported on the Nasdaq
National Market on September 23, 1996.
</FN>
</TABLE>
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.
If, as a result of stock splits, stock dividends or similar
transactions, the number of securities purported to be registered on this
registration statement changes, the provisions of Rule 416 shall apply to this
registration statement and this registration statement shall be deemed to cover
the additional securities resulting from the split of, or the dividend on, the
securities covered by this registration statement.
<PAGE>
PROSPECTUS
HPR INC.
260,001 Shares
of
Common Stock
(Par Value $0.01 Per Share)
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
The shares of Common Stock being offered hereby (the "Shares") are
being sold for the accounts of eight stockholders (the "Selling Stockholders")
of HPR Inc. (the "Company"). The Company will not receive any of the proceeds
from the sale of the Shares. The last price of the Company's Common Stock as
reported by the Nasdaq National Market on September 23, 1996 was $14.50 per
share.
The plan of distribution of the Selling Stockholders with respect to
the Shares is as follows: (a) sale of shares from time to time by the Selling
Stockholders or by pledgees, donees, transferees or other successors in
interest; (b) a block trade in which the broker or dealer so engaged will
attempt to sell the shares as agent but may position and resell a portion of the
block as principal to facilitate the transaction; (c) purchases by a broker or
dealer as principal and resale by such broker or dealer for its own account; (d)
regular brokerage transactions executed on the Nasdaq National Market; (e)
negotiated transactions effected at such prices as may be obtainable and as may
be satisfactory to the Selling Stockholders; or (f) other means. If the
Securities Act of 1933 and/or the rules and regulations promulgated by the
Securities and Exchange Commission thereunder require that this Prospectus, or
the Registration Statement of which this Prospectus is a part, be amended or
supplemented in order to properly reflect the Selling Stockholders' plan of
distribution, the Selling Stockholders will promptly notify the Company of such
matters and cooperate with the Company in effecting such amendment or
supplement. If any of the Selling Stockholders transfers any of the Shares to a
broker or dealer, he or she shall advise such transferee of the fact that the
Shares are sold or to be sold pursuant to such Registration Statement. In
certain cases, the Selling Stockholders, brokers executing sales orders on their
behalf and dealers purchasing Shares from the Selling Stockholders for resale
may be deemed to be "underwriters" as that term is defined in Section 2(11) of
the Securities Act of 1933. The Company has entered into an indemnification
agreement with the Selling Stockholders. See section entitled "The Selling
Stockholders".
Normal commission expenses and brokerage fees are payable individually
by the Selling Stockholders. Expenses of issuance and distribution, other than
commissions, estimated at $11,000, will be borne by the Company.
The date of this Prospectus is September 26, 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 and other information with the Securities and
Exchange Commission (the "Commission"). Such reports, as well as proxy and
information statements, and other information filed by the Company with the
Commission can be inspected and copied at the public reference facilities
maintained by the Commission in Washington, DC, at 450 Fifth Street, N.W., Room
1024, Washington, DC 20549, and at certain of its Regional Offices, as follows:
New York Regional Office Chicago Regional Office
7 World Trade Center 500 West Madison Street,
Suite 1300 Suite 1400
New York, New York 10048 Chicago, Illinois 60661
Copies of such material can be obtained at prescribed rates from the Public
Reference Section of the Commission, Washington, DC 20549. The Commission also
maintains a Web site on the Internet that contains reports, proxy and
information statements and other information regarding registrants such as the
Company that file electronically with the Commission. The address of such site
is: http://www.sec.gov.
-------------------------------------
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents have been filed by the Company with the
Commission (File No. 0-26348) and are incorporated herein by reference (i) the
Company's Annual Report on Form 10-K for the fiscal year ended June 30, 1996,
filed on September 23, 1996; and (ii) the description of the Company's capital
stock contained in the Company's Registration Statement under Section 12(g) of
the Exchange Act on Form 8-A filed on June 30, 1995, including any amendment or
reports filed for the purpose of updating such description.
All documents filed by the Company subsequent to the filing of the
Registration Statement of which this Prospectus is a part, pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the termination of this
offering, shall be deemed to be incorporated by reference in this Prospectus.
The Company shall, upon written or oral request by a person, including
any beneficial owner, to whom this Prospectus is delivered, provide without
charge to such person a copy of any and all of the information that has been
incorporated by reference in this Prospectus (not including exhibits to the
information that is incorporated by reference unless such exhibits are
specifically incorporated by reference into the information that this Prospectus
incorporates). Such requests should be directed to HPR Inc., 245 First Street,
Cambridge, Massachusetts 02142, Attn: Vice President, Corporate Finance and
Planning, (telephone 617-679-8000).
2
<PAGE>
THE COMPANY
HPR develops and markets software and proprietary database products
incorporating clinical knowledge that enable payors and providers of health care
services to better manage the financial risk associated with the delivery of
health care. The Company's products are used to contain the costs of health care
by clinically evaluating providers' claims for payment; measuring efficiency,
quality and medical outcomes; determining appropriate utilization of medical
services; influencing physician referral patterns; managing physician
credentialing and recredentialing processes; and profiling providers' practice
patterns. The Company's products are developed and maintained in consultation
with over 200 board-certified physicians serving on Company-organized panels.
Incorporated on September 28, 1987 in Massachusetts under the name HPR, Inc.,
the Company re-incorporated in Delaware on December 20, 1991, under the name
Health Payment Review, Inc. On July 24, 1995, the name of the Company was
changed to HPR Inc. The Company's principal executive offices are located at 245
First Street, Cambridge, Massachusetts 02142, and its telephone number is (617)
679-8000.
THE SELLING STOCKHOLDERS
The shares being offered hereby were acquired by the Selling
Stockholders listed below pursuant to a Plan and Agreement of Merger dated as of
April 30, 1996 (the "Merger Agreement"), by which the Company acquired by
merger, effective April 30, 1996 (the "Merger"), all of the issued and
outstanding capital stock of The Integrity Group, Inc., an Alabama corporation
("TIG") having its principal place of business at 516 Mineral Trace, Birmingham,
Alabama 35244. Before the Merger, the Selling Stockholders were the only
stockholders of TIG. For approximately three years before the Merger, the
Selling Stockholders held the positions listed below with TIG (except for
Michael T. Rainey, who became a software consultant in August 1994, an employee
and principal in August 1995 and an officer in December 1995). Since the Merger,
the Selling Stockholders have held no corporate positions with, but have
remained employees of TIG. As of the date hereof, the Selling Stockholders are
the beneficial owners of the number of shares of the Company's Common Stock, par
value $0.01, listed below, all of which are being offered hereby.
3
<PAGE>
<TABLE>
<CAPTION>
Number of Shares Percentage of
Beneficially Owned as Common Stock
Former Positions with of the Date Hereof Outstanding
Selling Stockholder The Integrity Group, Inc.
<S> <C> <C> <C>
Donald F. Seibert President; Director 82,540 *
Deborah N. Bowman Vice President and Secretary; Director 61,905 *
William D. Molini Vice President and Treasurer; Director 61,905 *
Michael T. Rainey Vice President 51,587 *
Michael McKenna 516 *
Lyle E. Mark 516 *
Michael Rhodes 516 *
James K. Walton 516 *
<FN>
- --------
* Denotes less than 1%.
</FN>
</TABLE>
The Merger Agreement provides for indemnification by the Company of the
Selling Stockholders for certain liabilities, including liabilities arising
under the Securities Act of 1933. In addition, the Selling Stockholders have
agreed to indemnify the Company and its directors and officers (who have signed
this Registration Statement) under certain circumstances.
LEGAL MATTERS
The validity of the Shares offered by this Prospectus has been passed
upon by Hill & Barlow, a Professional Corporation, One International Place,
Boston, Massachusetts 02110.
EXPERTS
The consolidated balance sheets of HPR Inc. as of June 30, 1996 and
1995 and the consolidated statements of operations, stockholders equity and cash
flows for each of the three years in the period ended June 30, 1996,
incorporated by reference in this Prospectus to the Company's Annual Report on
Form 10-K for the fiscal year ended June 30, 1996, have been so incorporated in
reliance on the report of Coopers & Lybrand L.L.P., independent accountants,
given on the authority of that firm as experts in auditing and accounting.
4
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The following is a reasonably itemized statement of all expenses, other
than commissions, in connection with the issuance and distribution of the
Shares:
SEC Registration Fee $ 1,300
Cost of Printing $ 0
Legal Fees and Expenses $ 8,000*
Accounting Fees and $ 1,000
Expenses
Miscellaneous $ 700*
Total $ 11,000*
All of these expenses will be borne by the Company.
* Estimated
Item 15. Indemnification of Directors and Officers.
The Company is a Delaware corporation, subject to the applicable
indemnification provisions of the General Corporation Law of the State of
Delaware (the "DGCL"). Section 145 of the DGCL empowers a Delaware corporation
to indemnify, subject to the standards therein prescribed, any person in
connection with any action, suit or proceeding brought or threatened by reason
of the fact that such person is or was a director, officer, employee or agent of
the corporation or was serving as such with respect to another corporation or
other entity at the request of such corporation.
II-1
<PAGE>
In accordance with Section 102(b)(7) of the DGCL, Article SEVENTH of
the Company's Amended and Restated Certificate of Incorporation provides that
"no director of the Company shall be personally liable to the Company or to any
of its stockholders for monetary damages for breach of fiduciary duty as a
director, notwithstanding any provision of law imposing such liability;
provided, however, that to the extent required from time to time by applicable
law, this Article SEVENTH shall not eliminate or limit the liability of a
director, to the extent such liability is provided by applicable law (i) for any
breach of the director's duty of loyalty to the Company or its stockholders,
(ii) for acts or omissions not in good faith or which involve misconduct or a
knowing violation of law, (iii) under Section 174 of the DGCL, or (iv) for any
transaction from which the director derived any improper personal benefit. No
amendment to or repeal of the provisions of this Article SEVENTH shall apply to
or have any effect on the liability or alleged liability of any director for or
with respect to any acts or omissions of such director occurring prior to the
effective date of such amendments or repeal."
The Company's Amended and Restated By-Laws contain provisions that
require the Company to indemnify its directors and officers to the fullest
extent permitted by Delaware law.
The Company has entered into indemnification agreements with each of
its executive officers and directors in which the Company 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 (including a mandatory obligation
by the Company to advance reimbursement of legal fees and expenses) 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 or 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 Company, or is or was serving at the
request of the Company 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 Company's obligation to
indemnify the officer or director is subject to a determination by (i) the
Company's Board of Directors, by vote of the majority of disinterested
directors; (ii) under certain circumstances, independent legal counsel appointed
by the Board of Directors in a written opinion; (iii) stockholders of the
Company; 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 Company, and with respect to any criminal Proceeding, the officer or
director had no reasonable cause to believe that his or her conduct was
unlawful.
The Merger Agreement provides for indemnification by the Company of the
Selling Stockholders, each underwriter of the Common Stock registered hereby,
and each person (if any) who controls such Selling Stockholder or such
underwriter, for certain liabilities, including liabilities arising under the
Securities Act of 1933. In addition, the Selling Stockholders (severally and not
jointly) have agreed to indemnify the Company, each underwriter, each person who
controls the Company or such underwriter, the directors of the Company and the
officers of the Company who have signed this Registration Statement, under
certain circumstances.
II-2
<PAGE>
Item 16. Exhibits.
See Exhibit Index.
Item 17. Undertakings.
A. 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 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;
(2) That, for the purpose of determining any liability under
the Securities Act of 1933, 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; and
(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, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 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.
C. Insofar as indemnification for liabilities arising under the
Securities Act of 1933 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 Securities and
Exchange Commission such indemnification is against public policy as expressed
in the 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 appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the 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 that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Cambridge, The Commonwealth of Massachusetts, on
September 26, 1996.
HPR INC.
(Registrant)
By: /s/ Brian D. Cahill
Brian D. Cahill, Vice President,
Corporate Finance and Planning, Secretary
and Treasurer
II-4
<PAGE>
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints
Marcia J. Radosevich, Brian D. Cahill, and Thomas C. Chase, and each of them
singly, his or her lawful attorneys with full power to them and each of them
singly to sign for him or her in his or her name in the capacity indicated below
this registration statement on Form S-3 (and any and all amendments hereto),
hereby ratifying and confirming his or her signature as it may be signed by his
or her said attorneys to this registration statement (and any and all amendments
hereto).
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the date indicated.
<TABLE>
<CAPTION>
Signature Title Date
<S> <C> <C>
/s/ Marcia J. Radosevich Chairman of the Board, September 26, 1996
- ------------------------------- Chief Executive Officer and
Marcia J. Radosevich President (principal executive
officer) and Director
/s/ Brian D. Cahill Vice President, Corporate September 26, 1996
- ------------------------------- Finance and Planning, Chief
Brian D. Cahill Financial Officer, Secretary and
Treasurer (principal accounting
officer)
/s/ Richard H. Egdahl Vice Chairman of the Board September 26, 1996
- ------------------------------- and Director
Richard H. Egdahl
II-5
<PAGE>
/s/ Harris A. Berman Director September 26, 1996
- -------------------------------
Harris A. Berman
/s/ Howard E. Cox, Jr. Director September 26, 1996
- -------------------------------
Howard E. Cox, Jr.
/s/ William G. Nelson Director September 26, 1996
- -------------------------------
William G. Nelson
</TABLE>
II-6
<PAGE>
EXHIBIT INDEX
Certain of the following exhibits (those marked with an asterisk) are
filed herewith. The remainder of the exhibits have heretofore been filed with
the Commission and are incorporated herein by reference.
Inapplicable items have been omitted.
Exhibit Title
4.1 Amended and Restated Certificate of Incorporation of the Company,
(incorporated by reference to Exhibit 3.3 to the Company's Registration
Statement on Form S-1 (File No. 33-94132) filed on June 30, 1995, as
amended on July 25, August 1 and August 7, 1995).
4.2 Amended and Restated By-Laws of the Company (incorporated by reference
to Exhibit 3.5 to the Company's Registration Statement on Form S-1
(File No. 33-94132) filed on June 30, 1995, as amended on July 25,
August 1 and August 7, 1995).
4.3 Specimen Certificate of Common Stock, $0.01 par value, of the Company
(incorporated by reference to Exhibit 4.2 to the Company's Registration
Statement on Form S-1 (File No. 33-94132) filed on June 30, 1995, as
amended on July 25, August 1 and August 7, 1995).
5.1* Opinion of Hill & Barlow, a Professional Corporation.
23.1* Consent of Hill & Barlow, a Professional Corporation (included in
Exhibit 5.1).
23.2* Consent of Coopers & Lybrand L.L.P., independent accountants.
24.1* Power of Attorney (included above at page II-5).
II-7
<PAGE>
THOMAS C. CHASE
Direct Line: 617-428-3536
September 26, 1996
HPR Inc.
245 First Street
Cambridge, MA 02142
Ladies and Gentlemen:
This opinion is furnished to you in connection with a Registration
Statement on Form S-3 dated September 26, 1996 (S.E.C. File No. 333-_______)
(the "Registration Statement"), filed with the Securities and Exchange
Commission (the "Commission") under the Securities Act of 1933, as amended (the
"Act"), relating to the public offering (the "Offering") of an aggregate of
260,001 shares of common stock, $0.01 par value per share (the "Shares"), of HPR
Inc., a Delaware corporation (the "Company"), all of which shares are to be
offered by certain stockholders of the Company (the "Selling Stockholders").
We have acted as counsel for the Company in connection with the
preparation of the Registration Statement and the sale of the Shares by the
Selling Stockholders. We have examined and relied upon (i) signed copies of the
Registration Statement and all exhibits thereto, all as filed with the
Commission, (ii) copies of the Amended and Restated Certificate of Incorporation
and By-Laws of the Company, and all amendments thereto, and (iii) originals, or
copies certified to our satisfaction, of such records of meetings of the
directors and stockholders of the Company, documents and other instruments as in
our judgment are necessary or appropriate to enable us to render this opinion
expressed below.
In our examination of the foregoing documents, we have assumed the
genuineness of all signatures and the authenticity of all documents submitted to
us as originals, the conformity to original documents of all documents submitted
to us as certified or photostatic copies, and the authenticity of the originals
of such latter documents.
Based upon the foregoing, we are of the opinion that the Shares to be
sold by the Selling Stockholders have been duly authorized by all necessary
corporate action of the Company, and are validly issued, fully paid and
nonassessable.
We hereby consent to the filing of this opinion as part of the
Registration Statement and to the use of our name therein and in the related
Prospectus under the caption "Legal Matters."
It is understood that this opinion is to be used only in connection
with the offer and sale of the Shares while the Registration Statement is in
effect.
Very truly yours,
HILL & BARLOW,
a Professional Corporation
By: /s/ Thomas C. Chase
Thomas C. Chase,
a member of the firm
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this registration statement
of HPR Inc. on Form S-3, for the sale of 260,001 shares of common stock $0.01
par value, of our report dated August 1, 1996, on our audits of the consolidated
financial statements of HPR Inc. as of June 30, 1996 and 1995 and for the years
ended June 30, 1996, 1995 and 1994, which report is incorporated by reference to
the 1996 Annual Report on Form 10-K. We also consent to the reference to our
firm under the caption "Experts."
/s/ Coopers & Lybrand L.L.P.
COOPERS & LYBRAND L.L.P.
Boston, Massachusetts
September 25, 1996
