As Filed with the Securities and Exchange Commission on
June 19, 2002 Registration No. 333-76137
U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST EFFECTIVE AMENDMENT # 2 TO
REGISTRATION STATEMENT ON FORM S-3
UNDER THE SECURITIES ACT OF 1933
PHC. INC.
(Exact name of registrant as specified in its charter)
Massachusetts
(State or other jurisdiction of incorporation or organization)
04-2601571
(I.R.S. Employer Identification No.)
Bruce A. Shear
President and Chief Executive Officer
PHC, Inc.
200 Lake Street - Suite 102
Peabody, Massachusetts 01960
(978) 536-2777
(Address and telephone number of principal executive offices)
with a copy to:
ARNOLD WESTERMAN
ARENT FOX KINTNER PLOTKIN & KAHN, PPLC
1050 Connecticut Avenue, NW
Washington, DC 20036
(202) 857-6000
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 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 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, 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, 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
Proposed Proposed
Title of each Class of Number of Maximum Maximum Amount of
Securities to be Shares being Offering Price Aggregate Registration
Registered Registered (1) Per Share Offering Fee (2)(3)
Price
- -------------------------------------------------------------------------------
Class A Common Stock,
$.01 par value 1,042,061 $0.875 $911,803.38 $276.30
Class A Common Stock,
$.01 par value 914,360 $1.6875 $1,771,572.50 $467.57
Class A Common Stock,
$.01 par value 10,000 $1.8125 $17,500.00 $5.49
Class A Common Stock,
$.01 par value 1,016,886 $4,013
1. We are also deregistering 465,119 shares of class A common stock registered
in registration statement file numbers 333-25231, 333-44045, 333-59927 and
333-76137 declared effective by the commission on November 19, 1997,
January 15, 1998, August 3, 1998 and June 6, 2002, respectively, which were
to have been issued upon the exercise of warrants which have expired.
2. Registration fees were previously paid.
3. Pursuant to rule 429(b) this registration statement constitutes a post
effective amendment to registration statement file numbers
333-25231,333-44045 and 333-59927 declared effective by the commission on
November 19, 1997, January 15, 1998 and August 3, 1998 respectively, on
which filing fees of $2,912, $261 and $840 were previously paid. The number
of securities has been adjusted to reflect adjustments pursuant to
anti-dilution provisions in the instruments issued evidencing the
securities.
- ------------------------------------------------------------------------------
Subject to Completion, dated June , 2002
PROSPECTUS
PHC, INC.
PIONEER BEHAVIORAL HEALTH
2,518,188 Shares of Class A Common Stock
This prospectus covers the sale from time to time of shares of the
company's class A common stock, by the selling security holders.
The company will only receive proceeds if outstanding warrants are
exercised. Such funds will be added to working capital. All other proceeds will
be realized by the selling security holders. The company is obligated to pay all
of the expenses incident to the prospectus estimated to be approximately
$56,000.
The class A common stock trades in the over-the-counter market and current
prices are available on the Nasdaq Bulletin Board under the symbol PIHC. On June
7, 2002, the closing bid price of the class A common stock was $0.70.
AN INVESTMENT IN THESE SECURITIES INVOLVES A HIGH DEGREE OF RISK. SEE "RISK
FACTORS" AT PAGE 7.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE
ACCURACY OR ADEQUACY OF THE PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
The date of this Prospectus is June , 2002
OUR COMPANY
Our company is a national health care company, which provides psychiatric
services to individuals who have behavioral health disorders including alcohol
and drug dependency and to individuals in the gaming and trucking industry. We
operate substance abuse treatment facilities in Utah and Virginia, four
outpatient psychiatric facilities in Michigan, two outpatient psychiatric
facilities in Nevada and an inpatient psychiatric facility in Michigan. We
provide management, administrative and help line services through contracts with
major railroads and also conduct studies on the effects of psychiatric
pharmaceuticals on a controlled population through contracts with the
manufacturers of these pharmaceuticals. We also operate a website, Wellplace.com
which provides education, training and products for the behavioral health
professional and internet support services to all of our subsidiaries.
Our company provides behavioral health- services and products through
inpatient and outpatient facilities and online to behavioral health
professionals. Our substance abuse facilities provide specialized treatment
services to patients who typically have poor recovery prognoses and who are
prone to relapse. These services are offered in small specialty care facilities,
which permit us to provide our clients with efficient and customized treatment
without the significant costs associated with the management and operation of
general acute care hospitals. We tailor these programs and services to
"safety-sensitive" industries and concentrate our marketing efforts on the
transportation, oil and gas exploration, heavy equipment, manufacturing, law
enforcement, gaming and health services industries. Our psychiatric facility
provides inpatient psychiatric care and intensive outpatient treatment, referred
to as partial hospitalization, to children, adolescents and adults. Our
outpatient mental health clinics provide services to employees of major
employers, as well as to managed care, Medicare and Medicaid clients. The
psychiatric services are offered in a larger, more traditional setting than
PHC's substance abuse facilities, enabling PHC to take advantage of economies of
scale to provide cost-effective treatment alternatives.
The company treats employees who have been referred for treatment as a
result of compliance with Subchapter D of the Anti-Drug Abuse Act of 1988
(commonly known as the Drug Free Workplace Act), which requires employers who
are Federal contractors or Federal grant recipients to establish drug-free
awareness programs which, among other things, inform employees about available
drug counseling; rehabilitation and employee assistance programs. We also
provide treatment under the Department of Transportation implemented
regulations, which broaden the coverage and scope of alcohol and drug testing
for employees in "safety sensitive" positions in the transportation industry.
The company was incorporated in 1976 and is a Massachusetts corporation.
Our corporate offices are located at 200 Lake Street, Suite 102, Peabody, MA
01960 and our telephone number is (978) 536-2777.
THE OFFERING
Securities Outstanding as of March 31, 2002:
Class A common stock 9,182,300
Class B common stock 726,991
Class C common stock 0
Preferred stock 140,700
Securities Offered 2,518,188 shares of class A common stock, of
which 1,542,266 are outstanding,
250,000 are issuable on conversion
of debt, and 725,922 are issuable on
exercise of outstanding warrants.
NASDAQ Symbol PIHC
Proceeds to the company $1,104,009 Assuming the
warrants are exercised, this amount
will be added to our working capital.
All other proceeds will be retained by
the selling security holders.
Summary Consolidated Financial Data
Nine Months Ended
March 31, Year Ended June 30,
2002 2001 2001 2000
------------------------- ----------------------
Statements of Operations Data:
Revenue $16,883,958 $16,811,346 $22,749,836 $20,378,760
Operating expenses 15,476,983 21,094,471 26,998,656 20,112,450
Income (loss) from operations 1,406,975 (4,283,125) (4,248,820) 266,310
Other expenses (501,947) (713,262) (957,435) (727,141)
Provision for taxes -- 44,450 44,450 79,390
Income (loss) from continuing
operations $ 905,028 $(5,040,837) $(5,250,705) $ (540,221)
Change in accounting principle -- -- -- (72,450)
Net income (loss) $ 905,028 $(5,040,837) $(5,250,705) $ (612,671)
Dividends (87,106) (180,385) (383,618) (964,474)
Income (loss) applicable to
common shares $ 817,922 $(5,221,222) $(5,634,323) $(1,577,145)
Basic income (loss) per common share:
Loss before change in
accounting principle $ 0.08 $ (0.63) $ (0.66) $ (0.22)
Change in accounting
principle -- -- -- (0.01)
Net income (loss) $ 0.08 $ (0.63) $ (0.66) $ (0.23)
Basic weighted average number of
shares outstanding 9,643,486 8,264,481 8,518,408 6,916,598
Diluted income (loss) per common
share
Loss before change in
accounting principle $ 0.06 $ (0.63) $ (0.66) $ (0.22)
Change in accounting
principle -- -- -- (0.01)
Net income (loss) $ 0.06 $ (0.63) $ (0.66) $ (0.23)
Diluted weighted average number of
shares outstanding 14,111,929 8,264,481 8,518,408 6,916,598
As of
March 31, 2002
----------------
Balance Sheet Data:
Total assets $ 9,781,730
Working capital (1,264,381)
Long-term obligations 2,530,774
Stockholders' deficit (426,240)
RISK FACTORS
An investment in the securities offered hereby is speculative in nature and
involves a high degree of risk. In addition to the other information in this
prospectus, the following risk factors should be considered carefully in
evaluating whether to invest in the securities offered hereby.
OPERATING RISKS
The concentration of accounts receivable due from government payors could
create a severe cash flow problem should these agencies fail to make timely
payment. We had substantial receivables from Medicaid and Medicare of
approximately $1,002,000 at March 31, 2002 and $633,000 at June 30, 2001, which
would create a cash flow problem should these agencies defer or fail to make
reimbursement payments as due, which would require us to borrow at unfavorable
rates.
If managed care organizations delay approving treatment, or reduce the
patient length of stay or number of visits or reimbursement, our company's
ability to meet operating expenses is affected. As managed care organizations
and insurance companies adopt policies that limit the length of stay for
substance abuse treatment, our business is materially adversely affected since
our revenues and cash flow go down and our fixed operating expenses continue.
Reimbursement for substance abuse and psychiatric treatment from private
insurers is largely dependent on our ability to substantiate the medical
necessity of treatment. The process of substantiating a claim often takes up to
four months and sometimes longer; as a result, we experience significant delays
in the collection of amounts reimbursable by third-party payors, which adversely
affects our working capital condition.
As our accounts receivable age and become uncollectable our cash flow is
negatively impacted. Our accounts receivable from patient accounts (net of
allowance for bad debts) were $6,015,990 at March 31, 2002 compared with
$6,220,715 at June 30, 2001 and $6,928,490 at June 30, 2000. As we expand, we
will be required to seek payment from a larger number of payors and the amount
of accounts receivable will likely increase. This decrease is a result of better
accounts receivable management due to increased staff, standardization of some
procedures for collecting receivables, a more aggressive collection policy and a
more aggressive reserve policy. If the amount of receivables, which eventually
become uncollectible, exceeds such reserves, we could be materially adversely
affected. In addition, any decrease in our ability to collect our accounts
receivable or any further delay in the collection of accounts receivable would
have a material adverse effect on our results of operations. See the
Consolidated Financial Statements and notes related thereto included herein or
incorporated herein by reference.
Due to the company's current high debt to equity ratio and recent losses
from operations, if the company needs additional financing it may require
borrowing at unfavorable rates. We are utilizing, to the maximum extent, our
accounts receivable funding facilities, which bear interest at the prime rate
plus 2.25%, to meet our current cash needs. Should we require additional funds
to meet our cash flow requirements or to fund growth or new investments, we may
be required to meet these needs with more costly financing. If we are unable to
obtain needed financing, it could have a material adverse effect on our
financial condition, operations and business prospects. See Consolidated
Financial Statements and related notes included or incorporated into this
prospectus by reference.
The company's reliance on contracts with key clients to maintain sufficient
patient census would impact our ability to meet our fixed costs should one or
more of these clients cancel contracts or be unable to pay for services
rendered. We have entered into relationships with large employers, health care
institutions and labor unions to provide treatment for psychiatric disorders,
chemical dependency and substance abuse in conjunction with employer-sponsored
employee assistance programs. The employees of such institutions may be referred
to us for treatment, the cost of which is reimbursed on a per diem or per capita
basis. Approximately 30% of our total revenue is derived from these key clients.
No one of these large employers, health care institutions or labor unions
individually accounts for 10% or more of our consolidated revenues, the loss of
any of these key clients would require us to expend considerable effort to
replace patient referrals and would result in revenue losses and attendant loss
in income.
Control of the healthcare industry exercised by federal, state and local
regulatory agencies can increase costs, establish maximum reimbursement levels
and limit expansion. Our company and the health care industry are subject to
rapid regulatory change with respect to licensure and conduct of operations at
existing facilities, construction of new facilities, acquisition of existing
facilities, the addition of new services, compliance with physical plant safety
and land use requirements, implementation of certain capital expenditures,
reimbursement for services rendered and periodic government inspections.
Governmental budgetary restrictions have resulted in limited reimbursement rates
in the healthcare industry including our company. As a result of these
restrictions we cannot be certain that payments under government programs will
remain at a level comparable to the present level or be sufficient to cover the
costs allocable to such patients. In addition, many states, including the State
of Michigan, are considering reductions in state Medicaid budgets.
Insurance companies and managed care organizations are entering into sole
source contracts with healthcare providers, which could limit our ability to
obtain patients. Private insurers, managed care organizations and, to a lesser
extent, Medicaid and Medicare, are beginning to carve-out specific services,
including mental health and substance abuse services, and establish small,
specialized networks of providers for such services at fixed reimbursement
rates. Continued growth in the use of carve-out systems could materially
adversely affect our business to the extent we are not selected to participate
in such smaller specialized networks or if the reimbursement rate is not
adequate to cover the cost of providing the service.
If we acquire new businesses or expand our businesses, the operating costs
may be far greater than revenues for a significant period of time. The operating
losses and negative cash flow associated with start-up operations or
acquisitions could have a material adverse effect on our profitability and
liquidity unless and until such facilities are fully integrated with our other
operations and become self sufficient. Until such time we may be required to
borrow at higher rates and less favorable terms.
The limited number of healthcare professionals in the areas in which we
operate may create staffing shortages. Our success depends, in large part, on
our ability to attract and retain highly qualified personnel, particularly
skilled health care personnel, which are in short supply. We face competition
for such personnel from governmental agencies, health care providers and other
companies and are constantly increasing our employee benefit programs, and
related costs, to maintain required levels of skilled professionals. These
increasing costs impact our profitability.
MANAGEMENT RISKS
Bruce A. Shear is in control of the company since he is entitled to elect
and replace a majority of the board of directors. Bruce Shear and his affiliates
own and control 92.3% of the class B common stock which elects four of the six
members of the Board of Directors. Bruce Shear can establish, maintain and
control business policy and decisions by virtue of his control of the board of
directors.
Retention of key personnel with knowledge of key contracts and clients is
essential to the success of the company. PHC is highly dependent on the
principal members of its management and professional staff, particularly Bruce
A. Shear, PHC's President and Chief Executive Officer, Robert H. Boswell, PHC's
Senior Vice President and the other members of PHC's management and their
continued relationship with key clients.
MARKET RISKS
The company's failure to meet listing requirements resulted in the
delisting of the company's stock from the Nasdaq Stock Market. The company's
stock is currently a bulletin board traded stock. The cost of trading on the
bulletin board can be more than the cost of trading on the SmallCap market and
since there may be an absence of market makers on the bulletin board the price
may be more volatile and it may be harder to sell the securities.
If our common stock is not actively traded, the small number of
transactions can result in significant swings in the market price, and it may be
difficult for stockholders to dispose of stock in a timely way at a desirable
market price or may result in purchasing of shares for a higher price.
Our right to issue convertible preferred stock may adversely affect the
rights of the common stock. Our Board of Directors has the right to
establish
the preferences for and issue up to 1,000,000 shares of preferred stock without
further stockholder action. The terms of any series of preferred stock, which
may include priority claims to assets and dividends and special voting rights,
could adversely affect the market price of and the ability to sell common stock.
AVAILABLE INFORMATION
The company filed a registration statement with the Securities and Exchange
Commission covering the securities offered. This prospectus does not contain all
of the information set forth in the registration statement and the related
exhibits and schedules. For further information with respect to the company and
the securities being offered, see the registration statement, and related
exhibits and schedules. Copies of these documents are available for review at
the public reference facilities maintained at the principal office of the
Commission at 450 Fifth Street, N. W., Room 1024, Washington D.C. 20549 and at
the Commission's regional offices at 7 World Trade Center, New York, New York
10048 and Northwestern Atrium Center, 500 West Madison Street, Suite 1400,
Chicago, Illinois 60661. You may obtain information on the operation of the
public reference facilities by calling the Commission at 1-800-SEC-0330. Copies
of such materials are available upon written request from the public reference
section of the Commission, 450 Fifth Street, N.W., Washington, D.C. 20549, at
prescribed rates. The Commission also maintains an Internet site that contains
reports, proxy and information statements and other information about PHC that
is filed electronically at http:\\WWW.SEC.GOV. Reference is made to the copies
of any contracts or other documents filed as exhibits to the registration
statement.
The company is subject to the informational requirements of the Securities
Exchange Act of 1934, and in accordance therewith files reports, proxy
statements and other information with the Commission. Such reports, proxy
statements and other information are available for inspection and copying at the
public reference facilities of the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549. Copies of such material can be obtained at prescribed
rates from the Commission at such address. Such reports, proxy statements and
other information can also be inspected at the Commission's regional offices at
7 World Trade Center, New York, New York 10048 and Northwestern Atrium Center,
500 West Madison Street, Suite 1400, Chicago, Illinois 60661.
A copy of our Annual Report on Form 10-KSB for the year ended June 30,
2001, as filed with the Commission, is available upon request, without charge,
by writing to PHC, Inc., 200 Lake Street, Suite 102, Peabody, Massachusetts
01960, Attention: Bruce A. Shear.
We furnish our stockholders and warrant holders with annual reports
containing audited financial statements and such other periodic reports as we
may from time to time deem appropriate or as may be required by law.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
Incorporated herein by reference and made a part of this prospectus are the
following: (1) our Annual Report on Form 10-KSB for the fiscal year ended June
30, 2001 filed with the Commission on September 26, 2001; (2) our Proxy
Statement filed with the Commission on November 29, 2001; (3) our Quarterly
Report on Form 10-QSB for the quarters ended September 30, 2001 filed with the
Commission on November 8, 2001, December 31, 2001 filed with the Commission on
February 12, 2002 and March 31, 2002 filed with the Commission on May 10, 2002;
and (4) the description of the Class A Common Stock, which is registered under
Section 12 of the Exchange Act, contained in the company's Registration
Statement on Form 8-A dated December 17, 1993, and the amendment thereto on Form
8-A/A dated March 2, 1994. All documents subsequently filed by the company with
the Commission, as required by Sections 13(a), 13(c), 14 or 15(d) of the
Exchange Act after the date of this prospectus and prior to the termination of
the offering, will be deemed to be incorporated by reference into this
prospectus and to be a part of this prospectus from the respective dates of
filing of such documents. Any statement contained in any document incorporated
by reference shall be deemed to be modified or superseded for purposes of this
prospectus to the extent that a statement contained in this prospectus or in any
other subsequently filed document which also is or is deemed to be incorporated
by reference modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this prospectus. All information appearing in this
prospectus is qualified in its entirety by the information and financial
statements (including notes to the financial statements) appearing in the
documents incorporated by reference, except to the extent set forth in the
immediately preceding statement.
The company will provide without charge to each person who receives a
prospectus, upon written or oral request of such person, a copy of the
information that is incorporated by reference herein. Requests for such
information should be directed to: PHC, Inc., 200 Lake Street, Suite 102,
Peabody, Massachusetts 01960, Attention: Bruce A. Shear.
SELLING SECURITY HOLDERS
The selling security holders consist of several groups of investors who
acquired Preferred Stock or Debentures convertible into Class A Common Stock or
warrants entitling the holder to purchase shares of Class A Common Stock from
the company. The Preferred Stock or Debenture holders also acquired warrants to
purchase shares of Class A Common Stock.
The following table identifies the investors who acquired Preferred Stock
or Debentures, which are convertible into Common Stock and those individuals who
acquired warrants entitling the holder to purchase shares of Class A Common
Stock. All Shares of Class A Common Stock issuable on conversion of the
Preferred Stock or Debentures or on the exercise of the warrants may be sold
from time to time by the selling security holders in the over the counter
market. The information contained in the following table indicates beneficial
ownership based on the company's records and on information provided by our
transfer agent as of March 31, 2002. None of the selling security holders is an
affiliate of our company.
Our company will receive an aggregate of $1,104,009 if the holders of all
of the warrants exercise the warrants and purchase shares of Class A Common
Stock. The average exercise price is $1.52. The selling security holders will
retain all other proceeds from the sale of the shares being registered.
None of the selling security holders beneficially own greater than 5% of
the outstanding Class A Common Stock.
Shares of Class
A Common Stock
Beneficially Owned or
Issuable on Conversion Number of
Name, Address and primary of Outstanding Shares of Class
contact of Convertible Securities A Common
Selling Security Before the Offering Warrants to Purchase shares of Stock
Holder Exclusive of Warrants Class A Common Stock Offered
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Holders of Convertible
Preferred Stock
and Convertible Exercise Expiration
Debentures Number Price Date
ProFutures Special 459,960 86,207 $2.90 9/19/2002 549,167
Equities Fund, LP 3,000 $2.90 3/10/2003
John Gray
11612 Bee Cave RD
Austin, TX 78734
Augustine Fund LP 309,298 0 0 0 309,298
Tom Duszynski
141 W. Jackson Blvd.
Suite 2181
Chicago, IL 60604
John F. Mauldin 179,047 0 0 0 179,047
1000 Ballpark in Arlington
Suite 216
Arlington, TX 76011
Gary D. Halbert 253,402 0 0 0 253,402
11612 Bee Cave RD
Suite 100
Austin, TX 78734
Dean and Company 250,000 26,960 $1.00 12/31/2004 276,960
Gerald Heine
10950 N. Cedarburg RD
56 West
Mequon, WI 53092
Yakov Burstein 104,020 -0- -0- -0- 104,020
184-63 Aberdeen Road
Jamaica, NY 11432
Irwin Mansdorf 236,539 -0- -0- -0- 236,539
3 Nachshon Street
Raanana, Israel
Shares of Class
A CommonStock
Beneficially Owned or
Issuable on Conversion Number of
Name, Address and primary of Outstanding Shares of Class
contact of Convertible Securities A Common
Selling Security Before the Offering Warrants to Purchase shares of Stock
Holder Exclusive of Warrants Class A Common Stock Offered
- ----------------------------------------------------------------------------------------------------
Exercise Expiration
Warrant Holders Number Price Date
George Gordon -0- 64,705 $1.00 12/31/2003 190,149
1613 Tiffany Ave. 11,677 $2.00 12/31/2003
Racine, WI 53402 17,045 $1.50 12/31/2003
10,786 $1.00 12/01/2003
10,784 $1.00 1/01/2004
10,784 $1.00 2/01/2004
10,747 $1.00 3/11/2004
10,747 $1.00 4/01/2004
10,747 $1.00 5/01/2004
10,709 $1.00 6/01/2004
10,709 $1.00 7/01/2004
10,709 $1.00 8/01/2004
Heller Financial, fka -0- 62,467 $2.38 3/10/2003 146,298
Healthcare Financial 61,032 $1.81 7/10/2003
Partners, Inc. 22,799 $1.50 7/10/2003
Debra VanAlstyne
4th floor
2 Wisconsin Circle, #320
Chevy Chase, MD 20815
National Securities Corp. -0- 42,457 $1.45 1/15/2004 168,209
Steven Rothstein 42,104 $1.45 4/05/2004
875 N. Michigan Ave. 41,824 $1.45 7/05/2004
Suite 1560 41,824 $1.45 10/05/2004
Chicago, IL 60611
Barrow Street Research -0- 3,299 $1.20 2/23/2004 3,299
John Attaliente
130 Barrow ST, #313
New York, NY 10014
Barrie Atkin -0- 5,373 $1.00 4/21/2004 5,373
255 Bishops Forest Drive
Waltham, MA 02452
Shares of Class
A CommonStock
Beneficially Owned or
Issuable on Conversion Number of
Name, Address and primary of Outstanding Shares of Class
contact of Convertible Securities A Common
Selling Security Before the Offering Warrants to Purchase shares of Stock
Holder Exclusive of Warrants Class A Common Stock Offered
- ----------------------------------------------------------------------------------------------------
Exercise Expiration
Number Price Date
Howard J. Shaffer -0- 5,356 $1.00 5/18/2004 5,356
27 Algonquin AVE
Andover, MA 01810
Lisa Waumbley -0- 1,071 $1.00 5/18/2004 1,071
c/o Boyd Gaming
2950 Industrial RD
Las Vegas, NV 89109-1150
CCRI -0- 80,000 $0.50 9/03/2002 80,000
Malcolm McGuire
3104 E Camelback RD #539
Phoenix, AZ 85016
Delta Systems & Solutions -0- 10,000 $1.50 3/31/2004 10,000
Peter Drakos
1200 Salem St. #182
Lynnfield, MA 01940
In May 1997 the company issued Series A Convertible Preferred Stock to
ProFutures Special Equity Fund, LP with an aggregate value of $1,000,000. The
Shares of Series A Convertible Preferred Stock were converted into 475,945
shares of Class A Common Stock.
In October 1997 the company issued units consisting of 172,414 shares of
Class A Common Stock and warrants to purchase 86,207 shares of Class A Common
Stock to ProFutures Special Equity Fund, LP in a private placement. Also in
connection with this transaction, the company issued warrants to purchase 3,000
shares of Class A Common Stock in March 1998.
In March 1998 the company issued a total of 950 shares of Series B
convertible Preferred Stock as follows: 200 shares to Augustine Fund; 500 shares
to ProFutures; 150 shares to G. Halbert and 100 shares to J. Mauldin. This
Preferred Stock was convertible into Class A Common Stock at a conversion price
that was 80% of the average closing bid price five days prior to the conversion
date. The company was obligated to issue the Selling Security Holder a
promissory Note for the difference between $2.00 (the "Minimum Conversion
Price") and the market price of Class A Common Stock (the "Price Guarantee"). In
a subsequent agreement the price guarantee was later revised to allow the
company to issue Class A Common Stock in lieu of the promissory note. As of this
date all outstanding Series B Preferred Stock have been converted.
In December 1998 the company issued to Dean and company $500,000 in 12%
Convertible Debentures, which are convertible into 250,000 shares of Class A
Common Stock at a price of $2.00 per share. In connection with this financing
the company also issued 26,960 warrants to purchase shares of Class A Common
Stock. The company also issued warrants to purchase 190,149 shares of Class A
Common Stock as a finders fee to George Gordon for introducing Dean and company
to the company.
In October 1996 the company entered into an Agreement and Plan of Merger
with Irwin Mansdorf and Yakov Burstein, the then owners of Behavioral Stress
Centers, Inc., which called for the issuance of Class A Common Stock to the
former owners as part of the purchase price. The company issued an aggregate of
564,396 shares of Class A Common Stock to Irwin Mansdorf and 170,422 shares of
Class A Common Stock to Yakov Burstein in connection with these agreements. The
number of shares also includes 236,539 shares to Irwin Mansdorf and 67,558
shares to Yakov Burstein in connection with a share price guarantee.
On March 10, 1998 the company borrowed $350,000 from Heller Financial fka
Healthcare Financial Partners, Inc. bearing interest at the Prime rate plus 3
1/2% and maturing on July 10, 1998. In conjunction with this financing the
company issued warrants to purchase 62,467 shares of Class A Common Stock. On
July 10, 1998 the company signed an extension on this Note to extend the
maturity date to November 10, 1998. In conjunction with this extension the
company issued warrants to purchase an additional 61,032 shares of Class A
Common Stock. Also in connection to this extension, as a form of price
protection for the initial 62,467 warrants issued the company issued an
additional 22,799 warrants to purchase Class A Common Stock. This Note has been
repaid.
During 1999 the company issued warrants to purchase an aggregate of 168,209
shares of Class A Common Stock to National Securities Corp. as payment for
Investment Banker Services.
In February 1999 the company issued warrants to purchase 3,299 shares of
Class A Common Stock to Barrow Street Research in payment of investor relations
services.
In March 1997 the company issued 160,000 warrants to purchase Class A
Common Stock to CCRI for investor relation services as of this date only 80,000
warrants remain exercisable. Over the past two years CCRI has continued to
provide investor relation services to the company. As partial payment for these
services the company decreased the exercise price of the warrants from $2.50 to
$0.50 in January 2001 and extended the exercise period by six months in March
2002, making the new expiration date September 3, 2002.
In April 1999 the company issued warrants to purchase 5,373 shares of Class
A Common Stock to Barrie Atkin and in May 1999 the company issued warrants to
purchase 5,356 shares of Class A Common Stock to Howard J. Shaffer. These
warrants were issued in payment of website development services.
In May 1999 the company issued warrants to purchase 1,071 shares of Class A
Common Stock to Lisa Waumbley in payment of management consultant services.
In March 2000 the company issued warrants to purchase 10,000 shares of
Class A Common Stock to Delta Systems and Solutions in payment of computer
technology consulting services relating to Behavioral Health Online, Inc.
PLAN OF DISTRIBUTION
The Class A Common Stock offered hereby may be sold from time to time in
the over the counter market through underwriters, dealers, brokers or other
agents. PHC will receive $1,104,009 if the warrants to purchase 725,922 shares
being registered are exercised; however, PHC will receive no proceeds from the
sale of the additional 1,792,266 shares of Class A Common Stock included in this
registration statement.
The Class A Common Stock offered may be sold from time to time in one or
more transactions at a fixed offering price, which may be changed, or at varying
prices determined at the time of sale or at negotiated prices. The Selling
Security Holder will determine the selling price at the time of the transaction
or by an agreement with its underwriters, dealers, brokers or other agents.
Any underwriters, dealers, brokers or other agent to or through whom Class
A common stock offered hereby is sold may receive compensation in the form of
underwriting discounts, concessions, commissions or fees from a Selling Security
Holder and/or purchasers of Class A common stock for whom they may act as agent
or to whom they may sell as principal, or both (which compensation to a
particular underwriter, broker, dealer or other agent might be in excess of
customary commissions). In addition, a Selling Security Holder and any such
underwriters, dealers, brokers or other agents may be deemed to be underwriters
under the Securities Act, and any profits on the sale of Class A common stock by
them and any discounts, commissions or concessions received by any of such
persons may be deemed to be underwriting discounts and commissions under the
Securities Act. Those who act as underwriter, broker, dealer or other agent in
connection with the sale of the Class A common stock will be selected by a
Selling Security Holder and may have other business relationships with PHC and
its subsidiaries or affiliates in the ordinary course of business. PHC cannot
presently estimate the amount of any such discounts, commissions or concessions.
PHC knows of no existing arrangements between the selling security holders and
any underwriter, dealer, broker or other agent.
LEGAL MATTERS
Arent Fox Kintner Plotkin & Kahn, PLLC, Washington, DC have passed upon the
validity of the securities offered hereby for PHC.
EXPERTS
The financial statements incorporated by reference in this prospectus have
been audited by BDO Seidman, LLP., independent certified public accountants, to
the extent and for the periods set forth in their report incorporated herein by
reference and are incorporated herein by reference in reliance upon the
authority of said firm as experts in accounting and auditing.
No dealer, salesman or any other person has been authorized to give any
information or to make any representations other than those contained in this
prospectus in connection with the offering made hereby, and, if given or made,
such information or representations must not be PHC, INC. relied upon as having
been authorized by PHC. This Prospectus does not constitute an offer to sell or
a solicitation of an offer to buy, by any person in any jurisdiction in which it
PIONEER BEHAVIORAL HEALTH it is unlawful for such person to make such offer or
solicitation. Neither the delivery of this prospectus nor any offer,
solicitation or sale made hereunder shall under any circumstances create any
implication that the information 2,518,188 Shares of Class A herein contained is
correct as of any time Common Stock subsequent to the date of the prospectus.
TABLE OF CONTENTS
Page
Prospectus Summary 3
Risk Factors
Operating Risks: 7-9
Delay in government payments 7
Managed care rates 7
Collectability of Accounts Receivable 7
Lack of access to capital 7
Reliance on key clients 7
Rapid regulatory change 8
Negative cash flow 8
Sole source contracts 8
Acquisition and expansion 8
Staffing shortages 8
Management Risks: 8
Control of PHC by Bruce A. Shear 8
Retaining key personnel 8
Market Risks: 8
Nasdaq delisting 8
Common Stock liquidity 9
Low trading volume 9
Issuance of Preferred Stock 9
Available Information 10
Incorporation of Documents by Reference 11
Selling security holders 12-17
Plan of Distribution 18
Legal Matters 19
Experts 19
PROSPECTUS
June , 2002
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
It is estimated that the following expenses were incurred in connection with the
offering hereunder, including $3,000 for this Post Effective Amendment #1.
SEC Registration Fee $ 749.36
NASDAQ Registration Fee $ 17,500.00
Legal Fees and Expenses $ 22,000.00
Accounting Fees and Expenses $ 14,000.00
Miscellaneous $ 1,750.64
--------------
Total $ 56,000.00
The Registrant will bear all expenses shown above.
Item 15. Indemnification of Directors and Officers.
Section 6 of the Registrant's Restated Articles of Organization provides,
in part, that the Registrant shall indemnify its directors, trustees, officers,
employees and agents against all liabilities, costs and expenses, including but
not limited to amounts paid in satisfaction of judgments, in settlement or as
fines and penalties, and counsel fees, reasonably incurred by such person in
connection with the defense or disposition of or otherwise in connection with or
resulting from any action, suit or proceeding in which such director or officer
may be involved or with which he may be threatened, while in office or
thereafter, by reason of his actions or omissions in connection with services
rendered directly or indirectly to the Registrant during his term of office,
such indemnification to include prompt payment of expenses in advance of the
final disposition of any such action, suit or proceeding.
In addition, the Restated Articles of Organization of the Registrant, under
authority of the Business Corporation Law of The Commonwealth of Massachusetts,
contain a provision eliminating the personal liability of a director to the
Registrant or its stockholders for monetary damages for breach of fiduciary duty
as a director, except for liability (1) for any breach of the director's duty of
loyalty to the Registrant or its stockholders, (2) for acts or omissions not in
good faith or which involve intentional misconduct or a knowing violation of
law, or (3) for any transaction from which the director derived an improper
personal benefit. The foregoing provision also is inapplicable to situations
wherein a director has voted for, or assented to the declaration of, a dividend,
repurchase of shares, distribution, or the making of a loan to an officer or
director, in each case where the same occurs in violation of applicable law.
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of PHC pursuant
to the foregoing provisions, or otherwise, PHC 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 PHC of expenses incurred or paid by a director, officer or
controlling person of PHC 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, PHC 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.
Item 16. Exhibits.
Exhibit No. Description
3.1 Restated Articles of Organization of the Registrant, as amended.
(Filed as exhibit 3.1 to the company's Registration Statement on March
2, 1994).
3.1.1 Articles of Amendment filed with the Commonwealth of Massachusetts.
(Filed with the 10-QSB dated May 1997).
3.1.2 Restated Articles of Organization of the Registrant, as amended.
(Filed as exhibit 3.1.2 to the company's report on Form 10-QSB dated
May 14, 2001. Commission file number 0-22916).
3.2 By-laws of the Registrant, as amended. (Filed as exhibit 3.2 to the
company's Post-Effective Amendment No. 2 on Form S-3 to Registration
Statement on Form SB-2 under the Securities Act of 1933 dated November
13, 1995. Commission file number 333-71418).
3.3 Certificate of Designation of Series C Convertible Preferred Stock of
PHC, Inc. adopted by the Board of Directors on June 15, 2000 and June
26, 2000. (Filed as exhibit 4.39 to the company's report on Form
10-QSB dated May 14, 2001. Commission file number 0-22916).
4.1 Form of Warrant Agreement. (Filed as exhibit 4.1 to the company's
Registration Statement on March 2, 1994).
4.2 Form of Unit Purchase Option. (Filed as exhibit 4.4 to the company's
Registration Statement on March 2, 1994).
4.3 Consultant Warrant Agreement by and between PHC, Inc., and C.C.R.I.
Corporation dated March 3, 1997 to purchase 160,000 shares Class A
Common Stock. (Filed as exhibit 4.18 to the company's Registration
Statement on Form SB-2 dated April 15, 1997. Commission file number
333-25231).
4.4 Warrant Agreement by and between PHC, Inc. and ProFutures Special
Equities Fund, L.P. for up to 86,207 shares of Class A Common Stock
dated 09/19/97. (Filed as exhibit 4.25 to the company's report on Form
10-KSB, filed with the Securities and Exchange Commission on October
14, 1997. Commission file number 0-22916).
4.5 Warrant Agreement by and between PHC, Inc. and ProFutures Special
Equities Fund, LP for 3,000 shares of Class A Common Stock. (Filed as
exhibit 4.27 to the company's Current Report on Form 8-K, filed with
the Securities and Exchange Commission on April 29, 1998. Commission
file number 0-22916).
4.6 Warrant to purchase up to 52,500 shares of Class A Common Stock by and
between PHC, Inc., and HealthCare Financial Partners, Inc. dated March
10, 1998. (Filed as exhibit 4.30 to the company's Registration
Statement on Form SB-2 dated July 24, 1998. Commission file number
333-59927).
4.7 Warrant to purchase up to 52,500 shares of Class A Common Stock by and
between PHC, Inc., and HealthCare Financial Partners, Inc. dated July
10, 1998. (Filed as exhibit 4.31 to the company's Registration
Statement on Form SB-2 dated July 24, 1998. Commission file number
333-59927).
4.8 Warrant Agreement by and between HealthCare Financial Partners, Inc.
and its subsidiaries (collectively "HCFP") and PHC, Inc. dated July
10, 1998 - Warrant No. 3 for 20,000 shares of Class A Common Stock.
(Filed as exhibit 4.18 to the company's report on Form 10-KSB, filed
with the Securities and Exchange Commission on October 14, 1997.
Commission file number 0-22916).
4.9 Warrant Guaranty Agreement for Common Stock Purchase Warrants issuable
by PHC, Inc. dated August 14, 1998 for Warrants No 2 and No. 3. (Filed
as exhibit 4.19 to the company's report on Form 10-KSB, filed with the
Securities and Exchange Commission on October 14, 1997. Commission
file number 0-22916).
Exhibit No. Description
4.10 12% Convertible Debenture by and between PHC, Inc., and Dean & Co.,
dated December 3, 1998 in the amount of $500,000. (Filed as exhibit
4.20 to the company's report on Form 10-QSB dated February 12, 1999.
Commission file number 0-22916).
4.11 Securities Purchase Agreement for 12% Convertible Debenture by and
between PHC, Inc. and Dean & Co., a Wisconsin nominee partnership for
Common Stock. (Filed as exhibit 4.21 to the company's report on Form
10-QSB dated February 12, 1999. Commission file number 0-22916).
4.12 Warrant Agreement to purchase up to 25,000 shares of Class A Common
Stock by and between PHC, Inc., and Dean & Co., dated December 3,
1998. (Filed as exhibit 4.22 to the company's report on Form 10-QSB
dated February 12, 1999. Commission file number 0-22916).
4.13 Warrant Agreement by and between PHC, Inc., and National Securities
Corporation dated January 5, 1999 to purchase 37,500 shares of Class A
Common Stock. (Filed as exhibit 4.23 to the company's report on Form
10-QSB dated February 12, 1999. Commission file number 0-22916).
4.14 Warrant Agreements by and between PHC, Inc., and George H. Gordon for
10,000 shares, 15,000 shares, 5,000 shares, 5,000 shares, 50,000
shares and 10,000 shares of Class A Common Stock dated December 31,
1998; 5,000 shares of Class A Common Stock dated December 1, 1998;
10,000 shares of Class A Common Stock dated January 1, 1999; and
10,000 shares of Class A Common Stock dated February 1, 1999. (Filed
as exhibit 4.24 to the company's report on Form 10-QSB dated February
12, 1999. Commission file number 0-22916).
4.15 Warrant Agreement by and between PHC, Inc., and Barrow Street Research
for 3,000 shares of Class A Common Stock dated February 23, 1999.
(Filed as exhibit 4.24 to the company's Registration Statement on Form
S-3 dated April 13, 1999. Commission file number 333-76137).
4.16 Warrant Agreement by and between PHC, Inc., and George H. Gordon for
10,000 shares of Class A Common Stock dated March 1, 1999. (Filed as
exhibit 4.25 to the company's Registration Statement on Form S-3 dated
April 13, 1999. Commission file number 333-76137).
4.17 Warrant Agreement by and between PHC, Inc., and George H. Gordon for
10,000 shares of Class A Common Stock dated April 1, 1999. (Filed as
exhibit 4.26 to the company's Registration Statement on Form S-3 dated
June 1, 1999. Commission file number 333-76137).
4.18 Warrant Agreement by and between PHC, Inc., and George H. Gordon for
10,000 shares of Class A Common Stock dated May 1, 1999. (Filed as
exhibit 4.27 to the company's Registration Statement on Form S-3 dated
May 14, 1999. Commission file number 0-22916).
4.19 Warrant Agreements by and between PHC, Inc., and George H. Gordon for
10,000 shares of Class A Common Stock dated April 1, 1999. (Filed as
exhibit 4.28 to the company's report on Form 10-KSB dated October 13,
1999. Commission file number 0-22916).
4.20 Warrant Agreements by and between PHC, Inc., and George H. Gordon for
10,000 shares of Class A Common Stock dated July 1, 1999. (Filed as
exhibit 4.29 to the company's report on Form 10-KSB dated October 13,
1999. Commission file number 0-22916).
4.21 Warrant Agreements by and between PHC, Inc., and George H. Gordon for
10,000 shares of Class A Common Stock dated August 1, 1999. (Filed as
exhibit 4.30 to the company's report on Form 10-KSB dated October 13,
1999. Commission file number 0-22916).
4.22 Warrant to purchase up to 37,500 shares of Class A Common Stock by and
between PHC, Inc., and National Securities Corporation dated April 5,
1999. (Filed as exhibit 4.31 to the company's report on Form 10-KSB
dated October 13, 1999. Commission file number 0-22916).
Exhibit No. Description
4.23 Warrant to purchase up to 37,500 shares of Class A Common Stock by and
between PHC, Inc., and National Securities Corporation dated July 5,
1999. (Filed as exhibit 4.32 to the company's report on Form 10-KSB
dated October 13, 1999. Commission file number 0-22916).
4.24 Warrant to purchase 40,000 shares of Class A Common Stock by and
between PHC, Inc. and CCRI, Inc. and Warrant to purchase 40,000 shares
of Class A Common Stock by and between PHC, Inc. and M&K Partners both
dated 3/3/97; replaces warrant for 160,000 shares dated 3/3/97 by and
between PHC, Inc. and CCRI, Inc. (Filed as exhibit 4.34 to the
company's report on Form 10-QSB filed with the Securities and Exchange
Commission on May 11, 2000. Commission file 0-22916).
4.25 Common Stock Purchase Warrant by and between PHC, Inc. and The Shaar
Fund Ltd. dated June 28, 2000. (Filed as exhibit 4.36 to the company's
Registration Statement on Form S-3 dated July 14, 2000. Commission
file number 333-41494).
4.26 Common Stock Purchase Warrant by and between PHC, Inc. and Heller
Healthcare Finance, Inc. for 60,000 shares of Class A Common Stock.
(Filed as exhibit 4.37 to the company's report on Form 10-KSB, filed
with the Securities and Exchange Commission on September 29, 2000.
Commission file number 0-22916).
4.27 Equity Purchase Warrant to purchase 1% equity in Behavioral Health
Online by and between PHC, Inc., and Heller Healthcare Finance dated
March 16, 1998. (Filed as exhibit 4.38 to the company's quarterly
report on Form 10-QSB, filed with the Securities and Exchange
Commission on November 14, 2000. Commission file number 0-22916).
4.28 Warrant Agreement issued to Union Atlantic Capital, LC. to purchase
25,000 Class A Common shares dated March 20, 2001. (Filed as exhibit
4.40 to the company's report on Form 10-QSB dated May 14, 2001.
Commission file number 0-22916).
4.29 Warrant Agreement issued to Marshall Sternan to purchase 10,000 Class
A Common shares dated April 15, 2001. (Filed as exhibit 4.41 to the
company's report on Form 10-QSB dated May 14, 2001. Commission file
number 0-22916).
4.30 Equity Purchase Warrant to purchase 1% equity in Behavioral Health
Online by and between PHC, Inc., and Heller Healthcare Finance dated
December 18, 2000. (Filed as exhibit 4.36 to the company's report on
Form 10-KSB dated September 25, 2001. Commission file number 0-22916).
5.1 Opinion of Arent Fox Kintner Plotkin & Kahn, PPLC dated May 1, 2000.
(Filed as an exhibit to the company's Registration Statement on Form
S-3 dated June 6, 2000. Commission file number 333-76137).
*5.2 Opinion of Arent Fox Kintner Plotkin & Kahn, PPLC.
10.1 Deed of Trust Note of Mount Regis Center Limited Partnership in favor
of Douglas M. Roberts, dated July 28, 1987, in the amount of $560,000,
guaranteed by PHC, Inc., with Deed of Trust executed by Mount Regis
Center, Limited Partnership of even date. (Filed as exhibit 10.33 to
Form SB-2 dated March 2, 1994). Assignment and Assumption of Limited
Partnership Interest, by and between PHC of Virginia Inc. and each
assignor dated as of June 30, 1994. (Filed as exhibit 10.57 to Form
10-KSB on September 28, 1994).
Exhibit No. Description
10.2 Copy of Note of Bruce A. Shear in favor of Steven J. Shear, dated
December 1988, in the amount of $195,695; Pledge Agreement by and
between Bruce A. Shear and Steven J. Shear, dated December 15, 1988;
Stock Purchase Agreement by and between Steven J. Shear and Bruce A.
Shear, dated December 1, 1988. (Filed as exhibit 10.52 to the
company's Registration Statement on Form SB-2 dated March 2, 1994.
Commission file number 333-71418).
10.3 Unconditional Guaranty of Payment and performance by and between PHC,
Inc. in favor of HCFP. (Filed as exhibit 10.112 to the company's
quarterly report on Form 10-QSB, filed with the Securities and
Exchange Commission on February 25, 1997. Commission file number
0-22916).
10.4 Agreement between Family Independence Agency and Harbor Oaks Hospital
effective January 1, 1997. (Filed as exhibit 10.122 to the company's
report on Form 10-KSB, with the Securities and Exchange Commission on
October 14, 1997. Commission file number 0-22916)
10.5 Master Contract by and between Family Independence Agency and Harbor
Oaks Hospital effective January 1, 1997. (Filed as exhibit 10.123 to
the company's report on Form 10-KSB, filed with the Securities and
Exchange Commission on October 14, 1997. Commission file number
0-22916).
10.6 Financial Advisory Agreement, Indemnification Agreement and Warrant by
and between Brean Murray & Company and PHC, Inc. dated 06/01/97.
(Filed as exhibit 10.125 to the company's report on Form 10-KSB, filed
with the Securities and Exchange Commission on October 14, 1997.
Commission file number 0-22916).
10.7 Loan and Security Agreement by and among HCFP Funding, Inc., and PHC
of Michigan, Inc., PHC of Utah, Inc., PHC of Virginia, Inc., PHC of
Rhode Island, Inc., and Pioneer Counseling of Virginia, Inc. dated as
of February 18, 1998. (Filed as exhibit 10.139 to the company's
Registration Statement on Form SB-2 dated July 24, 1998. Commission
file number 333-59927).
10.8 Credit Line Deed of Trust by and between PHC of Virginia, Inc., and
HCFP Funding II, Inc. dated July 1998. (Filed as exhibit 10.140 to the
company's Registration Statement on Form SB-2 dated July 24, 1998.
Commission file number 333-59927).
10.9 Promissory Note for $50,000 dated May 18, 1998 by and between PHC,
Inc. and Tot Care, Inc. (Filed as exhibit 10.142 to the company's
Registration Statement on Form SB-2 dated July 24, 1998. Commission
file number 333-59927).
10.10 Promissory Note for $50,000 dated June 9, 1998 by and between PHC,
Inc. and Tot Care, Inc. (Filed as exhibit 10.143 to the company's
Registration Statement on Form SB-2 dated July 24, 1998. Commission
file number 333-59927).
10.11 Amendment No. 1 to Loan and Security Agreement in the amount of
$4,000,000 by and among HCFP Funding, Inc., and PHC of Michigan, Inc.,
PHC of Utah, Inc., PHC of Virginia, Inc., PHC of Rhode Island, Inc.,
and Pioneer Counseling of Virginia, Inc. dated as of February 18,
1998. (Filed as exhibit 10.57 to the company's report on Form 10-KSB
dated October 13, 1998. Commission file number 0-22916).
10.12 Promissory Note by and between PHC, Inc. and Bruce A. Shear dated
August 13, 1998, in the amount of $100,000. (Filed as exhibit 10.58 to
the company's report on Form 10-QSB dated November 3, 1998. Commission
file number 0-23524).
10.13 Financial Advisory and Consultant Agreement by and between National
Securities Corporation and PHC, Inc. dated 01/05/99 (Filed as exhibit
10.61 to the company's report on Form 10-QSB dated February 12, 1999.
Commission file number 0-22916).
Exhibit No. Description
10.14 Promissory Note by and between PHC, Inc. and Mellon US Leasing
Corporation dated November 1999, in the amount of $160,000. (Filed as
exhibit 10.68 to the company's report on Form 10-QSB dated November
15, 1999.
10.15 Amendment number 1 to Loan and Security Agreement dated February 17,
2000 by and between PHC of Michigan, Inc., PHC, of Utah, Inc., PHC of
Virginia, Inc., PHC of Rhode Island, Inc. and Pioneer Counseling of
Virginia, Inc. and Heller Healthcare Finance, Inc., f/k/a HCFP Funding
in the amount of $2,500,000. (Filed as exhibit 10.70 to the company's
report on Form 10-QSB filed with the Securities and Exchange
Commission on May 11, 2000. Commission file 0-22916).
10.16 Registration Rights Agreement by and between PHC, Inc. and The Shaar
Fund Ltd. dated June 28, 2000. (Filed as exhibit 10.72 to the
company's Registration Statement on Form S-3 dated July 14, 2000.
Commission file number 333-41494).
10.17 Release Notice by and between PHC, Inc. and The Shaar Fund Ltd. dated
June 28, 2000. (Filed as exhibit 10.73 to the company's Registration
Statement on Form S-3 dated July 14, 2000. Commission file number
333-41494).
10.18 Escrow Instruction by and between PHC, Inc.; The Shaar Fund Ltd. and
Cadwalader, Wickersham & Taft (an Escrow Agent) dated June 28, 2000.
(Filed as exhibit 10.74 to the company's Registration Statement on
Form S-3 dated July 14, 2000. Commission file number 333-41494).
10.19 Securities Purchase Agreement by and between PHC, Inc. and The Shaar
Fund Ltd. dated June 28, 2000 to purchase 125,000 shares of Class A
Common Stock. (Filed as exhibit 10.75 to the company's Registration
Statement on Form S-3 dated July 14, 2000. Commission file number
333-41494).
10.20 Promissory Note for $532,000 dated May 30, 2000 by and between PHC,
Inc. and Irwin J. Mansdorf, Ph.D. (Filed as exhibit 10.76 to the
company's report on Form 10-KSB, filed with the Securities and
Exchange Commission on September 29, 2000. Commission file number
0-22916).
10.21 Promissory Note for $168,000 dated May 30, 2000 by and between PHC,
Inc. and Yakov Burstein, Ph.D. (Filed as exhibit 10.77 to the
company's report on Form 10-KSB, filed with the Securities and
Exchange Commission on September 29, 2000. Commission file number
0-22916).
10.22 Settlement Agreement and Mutual Releases by and between PHC, Inc. and
Yakov Burstein, Ph.D. and Irwin J. Mansdorf, Ph.D. dated May 30, 2000.
(Filed as exhibit 10.78 to the company's report on Form 10-KSB, filed
with the Securities and Exchange Commission on September 29, 2000.
Commission file number 0-22916).
10.23 Amendment number 2 to Loan and Security Agreement originally dated
February 18, 1998 by and among PHC, of Utah, Inc., PHC of Virginia,
Inc. and PHC of Michigan, Inc. and Heller Healthcare Finance, Inc. in
the amount of $3,000,000 amended as of May 24, 2001. (Filed as exhibit
10.46 to the company's report on Form 10-KSB dated September 25, 2001.
Commission file number 0-22916).
10.24 The Company's 1993 Stock Purchase and Option Plan, as amended. (Filed
as exhibit 10.46 to the company's report on Form S-8 dated January 29,
2002. Commission file number 333-81528).
10.25 The Company's 1995 Employee Stock Purchase Plan, as amended. (Filed as
exhibit 10.46 to the company's report on Form S-8 dated January 29,
2002. Commission file number 333-81528).
10.26 The Company's 1995 Non-Employee Director Stock Option Plan, as
amended. (Filed as exhibit 10.46 to the company's report on Form S-8
dated January 29, 2002. Commission file number 333-81528).
Exhibit No. Description
10.27 Amendment Number 3 dated December 6, 2001 to Loan and Security
Agreement dated February 18, 1998 by and between PHC of Michigan,
Inc., PHC of Utah, Inc., and PHC of Virginia, Inc. and Heller
Healthcare Finance, Inc. providing collateral for the Loan and
Security Agreement in the amount of $3,000,000. (Filed as exhibit
10.50 to the company's quarterly report on Form 10-QSB, filed with the
Securities and Exchange Commission on February 12, 2002. Commission
file number 0-22916).
10.28 Consolidating Amended and Restated Secured Term Note in the amount of
$2,575,542 dated December 6, 2001 by and between PHC of Michigan, Inc.
and. Heller Healthcare Finance, Inc. (Filed as exhibit 10.51 to the
company's Registration Statement on Form 10-QSB, filed with the
Securities and Exchange Commission on February 12, 2002. Commission
file number 0-22916).
10.29 Amended and Restated Revolving Credit Note in the amount of
$3,000,000 dated December 6, 2001 by and between PHC of Michigan,
Inc., PHC of Utah, Inc. and PHC of Virginia, Inc. and. Heller
Healthcare Finance, Inc. (Filed as exhibit 10.52 to the company's
Registration Statement on Form 10-QSB, filed with the Securities and
Exchange Commission on February 12, 2002. Commission file number
0-22916).
10.30 Amended and Restated Consolidated Mortgage Note in the amount of
$5,688,598 dated December 6, 2001 by and between PHC of Michigan, Inc
and Heller Healthcare Finance, Inc. (Filed as exhibit 10.53 to the
company's Registration Statement on Form 10-QSB, filed with the
Securities and Exchange Commission on February 12, 2002. Commission
file number 0-22916).
10.31 Third Amended and Restated Cross-Collateralization and Cross-Default
Agreement dated December 6, 2001 by and between PHC, Inc., PHC of
Michigan, Inc., PHC of Utah, Inc. and PHC of Virginia, Inc. and.
Heller Healthcare Finance, Inc. (Filed as exhibit 10.54 to the
company's quarterly report on Form 10-QSB, filed with the Securities
and Exchange Commission on February 12, 2002. Commission file number
0-22916).
10.32 Overline Credit Advance in the amount of $100,000 dated January 11,
2002 by and between PHC of Michigan, Inc., PHC of Utah, Inc., PHC of
Virginia, Inc. and Heller Healthcare Finance, Inc. (Filed as exhibit
10.56 to the company's quarterly report on Form 10-QSB, filed with the
Securities and Exchange Commission on February 12, 2002. Commission
file number 0-22916).
21.1 List of Subsidiaries. (Filed as an exhibit to PHC's Registration
Statement on Form SB-2 dated July 24, 1008. Commission file number
333-59927).
23.1 Consent of BDO Seidman, LLP, independent auditors dated June 6, 2000.
(Filed as an exhibit to the company's Registration Statement on Form
S-3 dated June 6, 2000. Commission file number 333-76137).
*23.2 Consent of BDO Seidman, LLP, independent auditors.
23.3 Consent of Arent Fox Kintner Plotkin & Kahn, PPLC. Included in exhibit
5.1. (Filed as an exhibit to the company's Registration Statement on
Form S-3 dated June 6, 2000. Commission file number 333-76137).
*23.4 Consent of Arent Fox Kintner Plotkin & Kahn, PPLC. Included in
exhibit 5.2.
24.1 Power of Attorney: included on signature page.
* Indicates exhibits filed with this registration statement
Item 17. Undertakings.
Registrant undertakes that it will:
1. file, during any period in which it offers or sells securities, a
post-effective amendment to the registration statement to include any
additional or changed material information on the plan of distribution;
2. for determining liability under the Securities Act, treat each
post-effective amendment as a new registration statement of the securities
offered, and the offering of the securities at that time to be the initial
bona fide offering; and
3. file a post-effective amendment to remove from registration any of the
securities that remain unsold at the end of the offering.
4. 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
15(d) of the Securities Exchange Act of 1934 (and, where applicable, each
filing of an employee benefit plan's annual report pursuant to 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.
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all 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 Peabody, State of Massachusetts.
PHC, INC.
Date: June 19, 2002 By: /s/ Bruce A Shear
-------------------
Bruce A. Shear
President and Chief
Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons on behalf
of the registrant and in the capacities and on the dates indicated.
SIGNATURE TITLE(S) DATE
- -------------------------------------------------------------------------------
/s/ Bruce A. Shear President, Chief Executive
Bruce A. Shear Officer and Director (principal June 19, 2002
executive officer)
/s/ Paula C. Wurts Controller and Treasurer June 19, 2002
Paula C. Wurts (principal financial and
accounting officer)
* /s/ Gerald M. Perlow Director June 19, 2002
Gerald M. Perlow
* /s/ Donald E. Robar Director June 19, 2002
Donald E. Robar
* /s/ Howard Phillips Director June 19, 2002
Howard Phillips
* /s/ William F. Grieco Director June 19, 2002
William F. Grieco
Director June 19, 2002
David E. Dangerfield
* Signed pursuant to the power of attorney previously filed.