As filed with the Securities and Exchange Commission on May 28, 1996
Registration No. 333-3978
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________
FORM S-1MEF
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
______________________
AMISYS MANAGED CARE SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
Delaware 7373 13-3355918
(State or other (Primary standard (I.R.S. employer
jurisdiction of industrial identification number)
incorporation or classification code number)
organization)
30 West Gude Drive, 5th Floor
Rockville, Maryland 20850
(301) 251-8600
(Address, including zip code, and telephone number,
including area code, of registrant's principal
executive offices)
Kevin R. Brown
President, Chief Executive Officer
AMISYS MANAGED CARE SYSTEMS, INC.
30 West Gude Drive, 5th Floor
Rockville, Maryland 20850
(301) 251-8600
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
________________________
Michael J. Silver Robert B. Ott
Hogan & Hartson L.L.P. Arnold & Porter
111 S. Calvert Street, Suite 1600 555 Twelfth Street, N.W.
Baltimore, MD 21202 Washington, DC 20004-1202
(410) 659-2700 (202) 942-5008
________________________
Approximate date of commencement of proposed sale to the public: As
soon as practicable after the effective date of this Registration Statement.
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, check the following box. /q/
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. /y/ 333-3978
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. /q/
If delivery of the prospectus is expected to be made pursuant to
Rule 434, please check the following box. /q/
________________________
CALCULATION OF REGISTRATION FEE
Proposed Proposed Amount of
Title of each class Amount to maximum maximum registration
of securities to be be offering aggregate fee
registered registered price offering
per unit price (1)
(1)
Common Stock, $.001 par 10,000 $26.00 $260,000 $100.00
value
================================================================================
(1) Estimated solely for purposes of calculating the registration fee pursuant
to Rule 457(c).
________________________
Explanatory Note
This registration statement is being filed pursuant to Rule 462(b) under the
Securities Act of 1933, as amended, to register an additional 10,000 shares of
Common Stock of AMISYS Managed Care Systems, Inc. (the "Company") to be sold by
Kevin R. Brown, Chairman, President and Chief Executive Officer of the Company.
This registration statement includes the facing page, the signature page, an
exhibit index, an accountants' consent and an exhibit 5 legal opinion. Kevin R.
Brown beneficially owned 324,000 shares (4.28%) of common stock prior to the
offering and will beneficially own 264,000 shares (3.48%) following the
offering. Following the offering, all directors and officers as a group will
beneficially own 3,843,360 shares (49.91%) of common stock. Pursuant to Rule
462(b) and General Instruction V to Form S-1, the contents of Registration
Statement No. 333-3978 (declared effective at 4:00 p.m. on May 28, 1996) are
incorporated by reference herein.
Item 16. Exhibits and Financial Statement Schedules.
(a) Exhibits:
Exhibit
Number Description
- ------- -----------
5.01 Opinion of Hogan & Hartson L.L.P. as to the legality of the Common
Stock being registered.
23.01 Consent of Hogan & Hartson L.L.P. (contained in Exhibit 5.01).
23.02 Consent of Coopers & Lybrand L.L.P.
24.01* Power of Attorney (contained in signature page).
27.01 Financial Data Schedule.
- -----------------------------------
*Incorporated by reference to the Registration's Registration Statement on Form
S-1 (333-3978).
SIGNATURES AND POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act of 1933, the
Registrant has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Rockville,
State of Maryland, on May 28, 1996.
AMISYS MANAGED CARE SYSTEMS, INC.
By: /s/ Robert J. Sullivan
---------------------------
Robert J. Sullivan
Vice President, Chief Financial Officer (Principal
Financial Officer and Principal Accounting
Officer).
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.
Chief Executive Officer, President
/s/ * and Director (Principal Executive May 28, 1996
- --------------------------- Officer)
Kevin R. Brown
Vice President, Chief Financial
Officer (Principal Financial Officer
/s/ Robert J. Sullivan and Principal Accounting Officer) May 28, 1996
- ---------------------------
Robert J. Sullivan
/s/ * Director May 28, 1996
- ---------------------------
Peter J. Barris
/s/ * Director May 28, 1996
- ---------------------------
Howard E. Cox, Jr.
/s/ * Director May 28, 1996
- ---------------------------
Donald B. Hebb, Jr.
/s/ * Director May 28, 1996
- ---------------------------
Arthur J. Marks
/s/ * Director May 28, 1996
- ---------------------------
Gary Greenfield
By: Robert J. Sullivan May 28, 1996
------------------
Robert J. Sullivan
Attorney-in-fact