================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ----------- FORM 10-K/A AMENDMENT NO. 1 TO ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For The Fiscal Year Ended December 31, 1996 Commission File Number 33-80731 PHYSICIAN SUPPORT SYSTEMS, INC. (Exact name of registrant as specified in its charter) Delaware 13-3624081 (State or other jurisdiction of (I.R.S. Employer Identification Number) incorporation or organization) Route 230 and Eby-Chiques Road Mt. Joy, Pennsylvania 17552 (Address, including zip code, of principal executive offices) (717) 653-5340 (Registrant's telephone number, including area code) SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT: None SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: Common Stock, par value $.001 per share Indicate by a check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No ------- ----- Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [_] The aggregate market value of the voting stock held by non-affiliates of the registrant as of the close of business on March 15, 1997 was approximately $63,296,000. As of the close of business on March 15, 1997 there were 9,720,033 shares of the registrant's Common Stock, par value $.001 per share, outstanding. DOCUMENTS INCORPORATED BY REFERENCE: Portions of the proxy statement to be prepared in connection with the 1997 annual meeting of stockholders are incorporated by reference into Part III. ================================================================================ The signature page to the Annual Report on Form 10-K is hereby replaced with the following: SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on March 31, 1997. PHYSICIAN SUPPORT SYSTEMS, INC. By /s/ DAVID S. GELLER ------------------- David S. Geller Senior Vice President Pursuant to the requirements of the Securities Act of 1934, as amended, this report has been signed by the following persons on behalf of the Registrant and in the capacities indicated on March 31, 1997. Signature Title - --------- ----- /s/PETER W. GILSON President, Chief Executive Officer - ------------------ and Director Peter W. Gilson (principal executive officer) /s/ HAMILTON F. POTTER III Executive Vice President, Chief Operating - -------------------------- Officer and Director Hamilton F. Potter III /s/ DAVID S. GELLER Senior Vice President, Chief Financial Officer - ------------------- and Secretary (principal financial and David S. Geller accounting officer) /s/ MORTIMER BERKOWITZ III Director - -------------------------- Mortimer Berkowitz III /s/ RICHARD W. VAGUE Director - -------------------- Richard W. Vague -2- SIGNATURES Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this Amendment No. 1 to its report to be signed on its behalf by the undersigned hereunder duly authorized. Dated: April 14, 1996 PHYSICIAN SUPPORT SYSTEMS, INC. By /s/ DAVID S. GELLER ------------------- David S. Geller Senior Vice President and Chief Financial Officer -3-