AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 24, 2007
REGISTRATION NO. 333-139938
================================================================================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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Amendment No. 1
to
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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UNITED AMERICAN HEALTHCARE CORPORATION
(Exact name of Registrant as specified in its charter)
MICHIGAN 38-2526913
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
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300 RIVER PLACE, SUITE 4950
DETROIT, MICHIGAN 48207-5062
(313) 393-4571
(Address, including zip code, and telephone number, including area code, of
Registrant's principal executive offices)
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WILLIAM C. BROOKS
PRESIDENT AND CHIEF EXECUTIVE OFFICER
UNITED AMERICAN HEALTHCARE CORPORATION
300 RIVER PLACE, SUITE 4950
DETROIT, MICHIGAN 48207-5062
(313) 393-4571
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
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COPIES OF COMMUNICATIONS TO:
JOHN M. KAMINS
HONIGMAN MILLER SCHWARTZ AND COHN LLP
2290 FIRST NATIONAL BUILDING
DETROIT, MICHIGAN 48226-3506
(313) 465-7436
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: At such
time or times on and after the date on which this registration statement becomes
effective as the selling securityholders may determine.
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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. [ ]
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CALCULATION OF REGISTRATION FEE
=========================================================================================================================
PROPOSED MAXIMUM AMOUNT OF
TITLE OF EACH CLASS OF AMOUNT TO BE OFFERING PROPOSED MAXIMUM REGISTRATION
SECURITIES TO BE REGISTERED REGISTERED (1) PRICE PER SHARE (2) AGGREGATE OFFERING PRICE (2) FEE
- -------------------------------------------------------------------------------------------------------------------------
Common Stock, no par value per share 1,149,999 $7.42 $8,532,992.58 $913.03
=========================================================================================================================
(1) Includes 149,999 of shares of common stock issuable upon exercise of
certain warrants and 1,000,000 shares of common stock held by the selling
securityholders.
(2) Pursuant to Rule 457(c) under the Securities Act, the registration fee has
been calculated based upon the average of the high and low sales prices of
the common stock on The Nasdaq Capital Market on January 9, 2007.
In addition to the shares of common stock set forth on the Calculation of
Registration Fee table, pursuant to Rule 416 of the Securities Act, this
registration statement also registers such additional number of shares of common
stock as may become issuable as a result of stock splits, stock dividends or
similar transactions.
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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 THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING UNDER SAID SECTION 8(a), MAY
DETERMINE.
================================================================================
PROSPECTUS
UNITED AMERICAN HEALTHCARE CORPORATION
1,149,999 COMMON SHARES
This prospectus relates to resale by the selling securityholders of shares
of our common stock, no par value per share, issued and issuable from time to
time, including:
- 1,000,000 shares of our outstanding common stock; and
- 149,999 shares of our common stock issuable upon the exercise of
warrants.
These shares of common stock and warrants to purchase common stock were
issued by United American Healthcare Corporation in a private placement to the
persons and entities whom we refer to in this prospectus as the selling
securityholders. See "Selling Securityholders." This offering is not being
underwritten.
We will not receive any proceeds from the sale of these shares. Upon the
exercise of warrants by payment of cash, however, we will receive the exercise
price of the warrants as follows:
Number of Exercise
Common Price
Shares per Share
--------- ---------
99,999 $8.50
50,000 $9.01
The selling securityholders identified in this prospectus (which term as
used herein also includes the selling securityholders' pledgees, donees,
transferees or other successors-in-interest) may offer the shares from time to
time through public or private transactions at prevailing market prices, at
prices related to prevailing market prices or at privately negotiated prices.
Our common stock is traded on The Nasdaq Capital Market under the ticker
symbol "UAHC." On January 23, 2007, the closing sale price of one share of our
common stock, as reported by Nasdaq, was $7.37. You are urged to obtain current
market quotations for our common stock.
INVESTING IN OUR COMMON STOCK INVOLVES SIGNIFICANT RISKS. SEE "RISK
FACTORS" ON PAGE 5.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE
ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
The date of this prospectus is January 24, 2007.
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TABLE OF CONTENTS
PAGE
----
Forward-Looking Statements............................................... 3
Summary.................................................................. 4
Risk Factors............................................................. 5
Use of Proceeds.......................................................... 5
Selling Securityholders.................................................. 6
Plan of Distribution..................................................... 8
Legal Matters............................................................ 10
Experts.................................................................. 10
Where You Can Find More Information...................................... 10
Documents Incorporated by Reference...................................... 11
You should rely only on the information contained in this prospectus.
Neither United American Healthcare Corporation nor any selling securityholder,
broker, dealer or agent has authorized anyone to provide you with different or
additional information. This prospectus is not an offer to sell nor is it
seeking an offer to buy these securities in any jurisdiction where the offer or
sale is not permitted. The information contained in this prospectus is accurate
only as of the date of this prospectus, regardless of the time of delivery of
this prospectus or any sale of our common shares.
No action is being taken in any jurisdiction outside the United States to
permit a public offering of the common shares or possession or distribution of
this prospectus in any such jurisdiction. Persons who come into possession of
this prospectus in jurisdictions outside the United States are required to
inform themselves about and to observe the restrictions of that jurisdiction
related to this offering and the distribution of this prospectus.
FORWARD-LOOKING STATEMENTS
This prospectus and the documents incorporated by reference herein contain
forward-looking statements within the meaning of the Securities Exchange Act of
1934, as amended, and the Securities Act of 1933, as amended, that involve risks
and uncertainties. In some cases, forward-looking statements are identified by
words such as "believes," "anticipates," "expects," "intends," "plans," "will,"
"could," "may," "might" and similar expressions. You should not place undue
reliance on these forward-looking statements, which speak only as of the date of
this prospectus or the incorporated document, as the case may be. All of these
forward-looking statements are based on information available to us at the time
of this prospectus or the incorporated document, as the case may be, and we
assume no obligation to update any of these statements. Actual results could
differ from those projected in these forward-looking statements as a result of
many factors, including those identified by reference in sections titled
"CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS" (particularly items
numbered 1 - 17), "MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS" and elsewhere contained in our Annual Report on Form
10-K for the year ended June 30, 2006, as updated by our Quarterly Report on
Form 10-Q and in the documents filed by us with the SEC after the date of this
prospectus and incorporated by reference herein. We urge you to review and
consider the various disclosures made by us in this prospectus, and those
detailed from time to time in our filings with the Securities and Exchange
Commission ("SEC"), that attempt to advise you of the risks and factors that may
affect our future results.
3
SUMMARY
This summary highlights information about United American Healthcare
Corporation. Because this is a summary, it does not contain all the information
you should consider before investing in our common stock. You should read
carefully this entire prospectus and the documents that we incorporate by
reference. As used in this prospectus, references to "we," "us," "our" and "the
Company" mean United American Healthcare Corporation and its subsidiaries and
affiliates, unless the context clearly indicates otherwise.
THE COMPANY
We provide comprehensive management and consulting services to UAHC Health
Plan of Tennessee, Inc. ("UAHC-TN"), a managed care organization (MCO) which is
a wholly owned second-tier subsidiary of United American Healthcare Corporation.
Since November 1993, UAHC-TN has had a contract with the State of Tennessee for
the State's "TennCare" program, to arrange for the financing and delivery of
health care services on a capitated basis to eligible Medicaid beneficiaries and
non-Medicaid individuals who lack access to private or employer sponsored health
insurance or to another government health plan. Through successive contractual
amendments, UAHC-TN's TennCare contract has been extended many times, most
recently through June 30, 2007. As of January 23, 2007, there were approximately
112,000 enrollees in UAHC-TN.
Our management and consulting services include feasibility studies for
licensure, strategic planning, corporate governance, management information
systems, human resources, marketing, pre-certification, utilization review
programs, individual case management, budgeting, provider network services,
accreditation preparation, enrollment processing, claims processing, member
services and cost containment programs. We also arrange for the financing of
health care services and delivery of these services by primary care physicians
and specialists, hospitals, pharmacies and other ancillary providers to
commercial employer groups and government-sponsored populations in Tennessee.
On October 10, 2006, UAHC-TN received a contract with the Centers for
Medicare & Medicaid Services (CMS) to act as a Medicare Advantage qualified
organization. The contract authorizes UAHC-TN to serve members enrolled in both
the Tennessee Medicaid and Medicare programs, commonly referred to as
"dual-eligibles," specifically to offer a Special Needs Plan to its eligible
members in Shelby County, Tennessee (including the City of Memphis), and to
operate a Voluntary Medicare Prescription Drug Plan, both beginning January 1,
2007. The initial contract term is through December 31, 2007, after which the
contract may be renewed for successive one-year periods in accordance with its
terms.
We were incorporated in Michigan in December 1983 and commenced operations
in May 1985. Our principal executive offices are at 300 River Place, Suite 4950,
Detroit, Michigan 48207. Our telephone number is (313) 393-4571. Our website is
www.uahc.com. Information contained on our website is not part of, and is not
incorporated into, this prospectus. Our filings with the SEC are available
without charge on our website as soon as reasonably practicable after filing.
4
THE OFFERING
Common Stock offered by selling
securityholders.................... 1,149,999 shares (1)
Use of Proceeds.................... We will not receive any proceeds from the
sale of shares in this offering. Upon any
exercise of warrants by payment of cash,
however, we will receive the exercise
price of the warrants as follows:
Number of Exercise Price
Common Shares per Share
------------- --------------
99,999 $8.50
50,000 $9.01
The Nasdaq Capital Market symbol... "UAHC"
- ----------
(1) Includes 1,000,000 shares of our outstanding common stock and 149,999
shares of our common stock issuable upon the exercise of warrants.
RISK FACTORS
An investment in our common stock involves significant risks. You should
carefully consider and evaluate all of the information included and incorporated
by reference in this prospectus, including the risk factors incorporated herein
by reference from our Annual Report on Form 10-K for the year ended June 30,
2006, as updated by our Quarterly Report on Form 10-Q for the quarter ended
September 30, 2006, and as further updated by annual, quarterly and other
reports and documents we file with the Securities and Exchange Commission after
the date of this prospectus and that are incorporated by reference herein. Any
of these risks could materially and adversely affect our business, results of
operations and financial condition, which in turn could materially and adversely
affect the price of our common stock and the value of your investment in us.
USE OF PROCEEDS
The selling securityholders will receive all of the proceeds from the sale
of the common stock offered by this prospectus. We will not receive any proceeds
from the sale of the shares of common stock offered by the selling
securityholders pursuant to this prospectus. The selling securityholders will
pay any underwriting discounts and commissions and expenses incurred by the
selling securityholders for brokerage, accounting or tax services or any other
expenses incurred by the selling securityholders in disposing of the shares of
common stock, except as described below. We will bear all other costs, fees and
expenses incurred in registering the shares of common stock covered by this
prospectus, including without limitation, all registration and filing fees,
Nasdaq listing fees and the fees and expenses of our counsel and our
accountants,
Of the 1,149,999 shares of common stock covered by this prospectus, 149,999
shares are, prior to their resale pursuant to this prospectus, issuable upon
exercise of warrants. The warrants may be exercised by the payment of cash, but
also have a "cashless exercise" provision. Upon the exercise of warrants by
payment of cash, we will receive the warrants' exercise price as follows:
5
Number of Exercise
Common Price
Shares per Share
--------- ---------
99,999 $8.50
50,000 $9.01
To the extent we receive cash upon any exercise of the warrants, we expect to
use that cash for general corporate purposes.
SELLING SECURITYHOLDERS
In December 2006, we completed a sale of 1,000,000 shares of common stock
and warrants to purchase 99,999 additional shares of our common stock
("Investor Warrants") in a private placement. As partial compensation for
services in the private placement, we issued to the co-placement agents,
Security Research Associates, Inc. (or its designees) and Moors & Cabot, Inc.,
warrants to purchase up to 50,000 shares of our common stock ("Placement Agent
Warrants"). This prospectus covers the offer and sale by the selling
securityholders of up to the total number of shares of common stock that have
been issued to the selling securityholders in the private placement and that are
issuable upon exercise of the Investor Warrants and Placement Agent Warrants.
The private placement transaction was exempt from the registration
requirements of the Securities Act of 1933, as amended (the "Securities Act"),
in reliance upon Section 4(2) of the Securities Act and Regulation D promulgated
thereunder, as a transaction by an issuer not involving a public offering. The
shares and warrants in the private placement transaction were offered and sold
only to "accredited investors" as defined in Regulation D under the Securities
Act, who represented their intentions to acquire the securities for investment
only and not with a view to or for sale in connection with any distribution
thereof. In satisfaction of our obligations under a registration rights
agreement we entered into with the selling securityholders in connection with
the private placement and our agreement with the co-placement agents, this
prospectus registers the resale of 1,149,999 shares of our common stock,
comprising all of the 1,000,000 shares which were acquired by the selling
securityholders in the private placement, all of the 99,999 shares issuable
upon the exercise of Investor Warrants and all of the 50,000 shares issuable
upon the exercise of Placement Agent Warrants. We agreed to keep the
registration statement effective until such date that is the earlier of (i) the
date when all of the shares of common stock offered hereby are sold or (ii)
December 13, 2008. The selling securityholders may sell all, some or none of
their shares in this offering. See "Plan of Distribution."
Except as set forth herein, the selling securityholders have not had any
position, office or material relationship with us within the past three years.
Because the selling securityholders may sell all, some or none of the
shares of common stock beneficially owned by them, we cannot estimate the number
of shares of common stock that will be beneficially owned by the selling
stockholders after this offering. The column showing number of shares owned
after the offering assumes that the selling securityholders will sell all of the
securities offered by this prospectus. In addition, the selling securityholders
may have sold, transferred or otherwise disposed of, or may sell, transfer or
otherwise dispose of, at any time or from time to time since the date on which
they provided the information, all or a
6
portion of the shares of common stock beneficially owned by them in transactions
exempt from the registration requirements of the Securities Act. See "Plan of
Distribution."
Beneficial ownership is determined in accordance with Rule 13d-3(d)
promulgated by the SEC under the Securities Exchange Act of 1934, as amended
(the "Exchange Act"). Unless otherwise noted, each person or group identified
possesses sole voting and investment power with respect to shares, subject to
community property laws where applicable. In calculating the shares beneficially
owned by each selling securityholders prior to and after the offering, we have
based our calculations on the number of shares of common stock deemed
outstanding as of January 9, 2007.
Information concerning the selling securityholders may change from time to
time and any changed information will be set forth in supplements to this
prospectus if and when necessary.
The following table shows information, as of January 9, 2007, with respect
to the selling securityholders and the shares of our common stock, which they
beneficially own, that may be offered under this prospectus. The information is
based on information provided by or on behalf of the selling securityholders.
NUMBER OF SHARES
SHARES OF MAXIMUM NUMBER BENEFICIALLY OWNED
COMMON STOCK OF SHARES TO AFTER THE OFFERING
OWNED PRIOR BE SOLD ----------------------
TO THE PURSUANT TO NUMBER OF PERCENTAGE
SELLING SECURITYHOLDER OFFERING THIS PROSPECTUS SHARES OF CLASS
- ---------------------- ------------ --------------- --------- ----------
Bald Eagle Fund, LTD 3,212 3,212 0 *
Bowling Green Orthopedics Inc. 401K & PSP WAS 1/1/80
FBO R. Barker 8,800 8,800 0 *
Braeburn Enterprise Fund, LLC 16,338 16,338 0 *
Braeburn Special Opportunities Fund, LLC 106,043 106,043 0 *
Braeburn Special Opportunities Fund 2, LLC 24,655 24,655 0 *
Brian & Suzanne Swift 1991 Living Trust 15,000 15,000 0 *
Capital Ventures International 220,000 220,000 0 *
Timothy Collins 1,000 1,000 0 *
David Dohrmann 2,800 2,800 0 *
Deborah L. Frogameni 11,000 11,000 0 *
Richard C. Goldstein 22,000 22,000 0 *
Gary Hamilton 2,200 2,200 0 *
Hudson Bay Fund LP 58,080 58,080 0 *
Hudson Bay Overseas Fund LTD 62,920 62,920 0 *
Iroquois Master Fund Ltd. 148,500 148,500 0 *
Joslynda Capital LLC 27,500 27,500 0 *
Kensington Partners LP 69,751 69,751 0 *
William Klages 2,200 2,200 0 *
Alan B. Lancz 11,000 11,000 0 *
Howard Miller and Barbara Miller 11,000 11,000 0 *
Moors & Cabot, Inc. 20,000 20,000 0 *
Nite Capital LP 27,500 27,500 0 *
David N. Olson 4,500 4,500 0 *
Pacific Asset Partners 84,700 84,700 0 *
Rogers Family Trust UTD 01/21/81(1) 361,000 110,000 251,000 *
Roy and Ruth Rogers Unit Trust UTD 9/28/89(1) 179,000 55,000 124,000 *
Security Research Associates, Inc. 2,300 2,300 0 *
Drew Johnston Smith 11,000 11,000 0 *
Michael J. Zbierajewski 11,000 11,000 0 *
- ----------
* Less than 1%
(1) Roy L. Rogers and his spouse, Ruth Rogers, are co-trustees of the Rogers
Family Trust UTD 01/21/81, a revocable trust, and the Roy and Ruth Rogers
Unit Trust UTD 9/28/89, an irrevocable charitable trust. As a result, Roy
L. Rogers and Ruth Rogers, may be deemed the beneficial owner of any shares
owned by such two Trusts.
7
PLAN OF DISTRIBUTION
We are registering the shares covered by this prospectus to permit the
resale of those shares of our common stock by the selling securityholders from
time to time after the date of this prospectus. We are registering the common
stock to fulfill our obligations under a registration rights agreement with the
selling securityholders. The registration of the common stock does not
necessarily mean that any of the shares will be offered or sold by the selling
securityholders under this prospectus. We will not receive any of the proceeds
from the sale by the selling securityholders of the shares of common stock.
The selling securityholders may, from time to time, sell any or all of
their shares of common stock on any stock exchange, market or trading facility
on which the shares are traded or in private transactions. These sales may be at
fixed or negotiated prices. The selling securityholders may use any one or more
of the following methods when selling the shares:
- ordinary brokerage transactions and transactions in which the
broker-dealer solicits purchasers;
- block trades in which the broker-dealer will attempt to sell the
shares as agent but may position and resell a portion of the block as
principal to facilitate the transaction;
- purchases by a broker-dealer as principal and resale by the
broker-dealer for its account;
- an exchange distribution in accordance with the rules of the
applicable exchange;
- privately negotiated transactions;
- short sales;
- broker-dealers may agree with the selling securityholders to sell a
specified number of the shares at a stipulated price per share;
- a combination of any such methods of sale; and
- any other method permitted pursuant to applicable law.
The selling securityholders may also sell the shares under Rule 144 under
the Securities Act or pursuant to another exemption from registration under the
Securities Act, if available, rather than under this prospectus.
The selling securityholders may also engage in short sales against the box,
puts and calls and other transactions in our securities or derivatives of our
securities and may sell or deliver the shares in connection with those trades.
Broker-dealers engaged by the selling securityholders may arrange for other
brokers-dealers to participate in sales. Broker-dealers may receive commissions
or discounts from the selling securityholders (or, if any broker-dealer acts as
agent for the purchaser of shares, from the purchaser) in amounts to be
negotiated. Any profits on the resale of the shares of common stock
8
by a broker-dealer acting as principal might be deemed to be underwriting
discounts or commissions under the Securities Act. Discounts, concessions,
commissions and similar selling expenses, if any, attributable to the sale of
the shares will be borne by the relevant selling securityholder. The selling
securityholders may agree to indemnify any agent, dealer or broker-dealer that
participates in transactions involving sales of the shares if liabilities are
imposed on that person under the Securities Act.
The selling securityholders may from time to time pledge or grant a
security interest in some or all of the shares of common stock owned by them
and, if they default in the performance of their secured obligations, the
pledgees or secured parties may offer and sell the shares of common stock from
time to time under this prospectus. The selling securityholders also may
transfer the shares of common stock in other circumstances in which the
transferees, pledgees or other successors in interest will be the selling
beneficial owners for purposes of this prospectus. If required, we will file a
supplement to this prospectus or an amendment to the registration statement,
amending the list of selling securityholders to include the pledgee, transferee
or other successors in interest as selling securityholders under this
prospectus.
The selling securityholders and any broker-dealers or agents that are
involved in selling the shares of common stock may be deemed to be
"underwriters" within the meaning of the Securities Act in connection with such
sales. In such event, any commissions received by such broker-dealers or agents
and any profit on the resale of the shares of common stock purchased by them may
be deemed to be underwriting commissions or discounts under the Securities Act.
We agreed to keep this prospectus effective for a period ending on the date
that all of the common shares have been sold or if earlier, December 13, 2009.
The resale shares will be sold only through registered or licensed brokers or
dealers if required under applicable state securities laws. In addition, in
certain states, the resale shares may not be sold unless they have been
registered or qualified for sale in the applicable state or an exemption from
the registration or qualification requirement is available and is complied with.
We will pay all of our expenses associated with the registration of the
shares of common stock, including filing and printing fees, our counsel and
accounting fees and expenses, and costs associated with clearing the shares for
sale under applicable state securities laws and listing fees, but excluding fees
and expenses of counsel to the selling securityholders, discounts, commissions,
fees of underwriters, selling brokers, dealer managers or similar securities
industry professionals with respect to the shares being sold. If the shares of
common stock are sold through underwriters or broker-dealers, the selling
securityholders will be responsible for underwriting discounts or commissions or
agent's commissions. We have agreed to indemnify the selling securityholders
against certain losses, claims, damages and liabilities, including liabilities
under the Securities Act.
If the selling securityholders use this prospectus for any sale of the
shares of common stock, they will be subject to the prospectus delivery
requirements of the Securities Act. The anti-manipulation rules of Regulation M
under the Exchange Act may apply to sales of our common stock pursuant to this
prospectus and activities of the selling securityholders.
The registration rights agreement permits us to suspend the use of this
prospectus in connection with sales of the shares of our common stock offered
under this prospectus by holders during periods of time under certain
circumstances relating to pending corporate
9
developments and public filings with the Securities and Exchange Commission and
similar events.
LEGAL MATTERS
The validity of the shares of common stock offered under this prospectus
has been passed upon for us by Honigman Miller Schwartz and Cohn LLP, Detroit,
Michigan.
EXPERTS
The consolidated financial statements as of and for the years ended June
30, 2006 and 2005 incorporated by reference in this Registration Statement from
United American Healthcare Corporation's Annual Report on Form 10-K for the year
ended June 30, 2006 have been audited by UHY LLP, an independent registered
public accounting firm, to the extent and for the periods set forth in their
report incorporated herein by reference, and are incorporated herein in reliance
upon such report given upon the authority of said firm as experts in auditing
and accounting.
The consolidated financial statements for the year ended June 30, 2004
incorporated by reference in this Registration Statement from United American
Healthcare Corporation's Annual Report on Form 10-K for the year ended June 30,
2006 have been audited by Follmer Rudzewicz PLC, an independent registered
public accounting firm, to the extent and for the period set forth in their
report incorporated herein by reference, and are incorporated herein in reliance
upon such report given upon the authority of said firm as experts in auditing
and accounting.
WHERE YOU CAN FIND MORE INFORMATION
We are filing this prospectus as part of a registration statement on Form
S-3 with the SEC under the Securities Act. This prospectus does not contain all
of the information contained in the registration statement, certain portions of
which have been omitted under the rules of the SEC. We also file annual,
quarterly and special reports, proxy statements and other information with the
SEC under the Exchange Act. The Exchange Act file number for our SEC filings is
000-18839. You may read and copy the registration statement and any other
document we file at the SEC's public reference room located at:
100 F Street, N.E.
Washington, D.C. 20549
You may obtain information on the SEC's public reference room in
Washington, D.C. by calling the SEC at 1-800-SEC-0330. We file information
electronically with the SEC and these filings are available from the SEC's
Internet site at http://www.sec.gov, which contains reports, proxy and
information statements and other information regarding issuers that file
electronically. Our shares of common stock are listed on The Nasdaq Capital
Market under the symbol "UAHC." You may read and copy our SEC filings and other
information at the offices of Nasdaq Operations, 1735 K Street, N.W.,
Washington, D.C. 20006. Information about us, including our SEC filings, is also
available on our website at http://www.uahc.com; however, that information is
not a part of this prospectus or any accompanying prospectus supplement.
Statements contained in this prospectus concerning the provisions of
documents are necessarily summaries of such documents and when any such document
is an exhibit to the
10
registration statement, each such statement is qualified in its entirety by
reference to the copy of such document filed with the SEC.
DOCUMENTS INCORPORATED BY REFERENCE
The SEC allows us to "incorporate by reference" the information we file
with them, which means that we can disclose important information to you by
referring to those documents. The information incorporated by reference is
considered to be part of this prospectus, and the information that we file at a
later date with the SEC will automatically update and supersede this
information. We incorporate by reference the documents listed below as well as
any future filings we will make with the SEC under Sections 13(a), 13(c), 14 or
15(d) of the Exchange Act:
- Our Annual Report on Form 10-K for the year ended June 30, 2006.
- Our Quarterly Report on Form 10-Q for the quarter ended
September 30, 2006.
- Our Current Reports on Form 8-K dated October 16, 2006 and December
15, 2006.
We will provide a copy of the documents we incorporate by reference upon
request, at no cost, to any person who receives this prospectus. You may request
a copy of these filings, by writing or telephoning us at the following:
United American Healthcare Corporation
300 River Place, Suite 4950
Detroit, Michigan 48207-5062
Attention: Stephen D. Harris
(313) 393-4571.
YOU SHOULD RELY ONLY ON THE INFORMATION INCORPORATED BY REFERENCE OR
PROVIDED IN THIS PROSPECTUS OR ANY PROSPECTUS SUPPLEMENT. WE HAVE NOT AUTHORIZED
ANYONE ELSE TO PROVIDE YOU WITH DIFFERENT INFORMATION. NEITHER WE NOR THE
SELLING SECURITYHOLDERS ARE MAKING AN OFFER OF THESE SECURITIES IN ANY STATE
WHERE THE OFFER IS NOT PERMITTED. YOU SHOULD NOT ASSUME THAT THE INFORMATION IN
THIS PROSPECTUS, ANY PROSPECTUS SUPPLEMENT OR DOCUMENT INCORPORATED BY REFERENCE
IS ACCURATE AS OF ANY DATE OTHER THAN THE DATE ON THE FRONT OF THE RELEVANT
DOCUMENT.
11
PART II
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following table sets forth the various expenses to be incurred in
connection with the registration of the securities being registered hereby, all
of which will be borne by United American Healthcare Corporation. All of the
amounts shown are estimated except the SEC registration fee.
SEC registration fee............ $ 913.03
Printing and engraving.......... 3,000.00
Accounting fees and expenses.... 6,000.00
Legal fees and expenses......... 25,000.00
Miscellaneous expenses.......... 0.00
---------
Total........................... $34,913.03
=========
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The provisions of our Bylaws relating to indemnification of directors and
executive officers generally provide that directors and executive officers will
be indemnified to the fullest extent permissible under Michigan law. The
provision also provides for the advancement of litigation expenses at the
request of a director or executive officer. These obligations are broad enough
to permit indemnification with respect to liabilities arising under the
Securities Act or the Michigan Uniform Securities Act, as amended. We believe
that such indemnification will assist the Company in continuing to attract and
retain talented directors and officers in light of the risk of litigation
directed against directors and officers of publicly-held corporations.
Pursuant to the registration rights agreement between us and the selling
securityholders, we have agreed to indemnify the selling securityholders or
contribute to losses arising out of certain liabilities that may be incurred in
connection with this offering, including liabilities under the Securities Act.
The selling securityholders have agreed to a limited similar indemnification of
us.
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the Company
pursuant to the foregoing provisions or otherwise, the Company has been advised
that, in the opinion of the Securities and Exchange Commission, such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable.
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ITEM 16. EXHIBITS.
A list of exhibits filed herewith is contained in the exhibit index that
immediately precedes such exhibits and is incorporated herein by reference.
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;
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
registration statement. Notwithstanding the foregoing, any increase or
decrease in the volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high and of the estimated maximum offering range
may be reflected in the form of prospectus filed with the Commission
pursuant to Rule 424(b) if, in the aggregate, the changes in volume and
price represent no more than a 20 percent change in the maximum aggregate
offering price set forth in the "Calculation of Registration Fee" table in
the effective registration statement;
(iii) 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;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
the registration statement is on Form S-3, Form S-8 or Form F-3, and the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the registrant pursuant to Section 13 or 15(d) of the
Exchange Act that are incorporated in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act, 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.
(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, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an
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employee benefit plan's annual report pursuant to Section 15(d) of the Exchange
Act) 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 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 SEC such indemnification is against
public policy as expressed in the Securities 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 Securities Act and will be governed by the final
adjudication of such issue.
(d) The undersigned registrant hereby undertakes that:
(1) For purposes of determining any liability under the Securities
Act, the information omitted from the form of prospectus filed as part of this
registration statement in reliance upon Rule 430A and contained in a form of
prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h)
under the Securities Act shall be deemed to be part of this registration
statement as of the time it was declared effective.
(2) For the purpose of determining any liability under the Securities
Act, each post-effective amendment that contains a form of prospectus 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.
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 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 Detroit, State of Michigan, on January 24, 2007.
UNITED AMERICAN HEALTHCARE CORPORATION
By: /s/ William C. Brooks
------------------------------------
Name: William C. Brooks
Title: President and Chief Executive
Officer
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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 dates indicated.
SIGNATURE/TITLE DATE
--------------- ----
/s/ William C. Brooks January 24, 2007
- ------------------------------------------------
William C. Brooks, President and Chief
Executive Officer (Principal Executive
Officer)
/s/ Stephen D. Harris* January 24, 2007
- ------------------------------------------------
Stephen D. Harris, Executive Vice
President, Chief Financial Officer and Treasurer
(Principal Financial Officer and
Principal Accounting Officer)
/s/ Richard M. Brown, D.O.* January 24, 2007
- ------------------------------------------------
Richard M. Brown, D.O., Director
/s/ Darrel W. Francis* January 24, 2007
- ------------------------------------------------
Darrel W. Francis, Director
/s/ Tom A. Goss* January 24, 2007
- ------------------------------------------------
Tom A. Goss, Director
/s/ Ronald E. Hall, Sr.* January 24, 2007
- ------------------------------------------------
Ronald E. Hall, Sr., Director
/s/ Emmett S. Moten, Jr.* January 24, 2007
- ------------------------------------------------
Emmett S. Moten, Jr., Director
/s/ Eddie R. Munson* January 24, 2007
- ------------------------------------------------
Eddie R. Munson, Director
* By: /s/ William C. Brooks
------------------------------------------
William C. Brooks
Attorney-in-fact
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INDEX TO EXHIBITS
NUMBER DESCRIPTION OF DOCUMENT INCORPORATED HEREIN BY REFERENCE TO
- ------ ------------------------------- -------------------------------------
4.1 Restated Articles of Exhibit 3.1 to our Registration
Incorporation Statement on Form S-1, declared
effective on April 23, 1991
("1991 S-1")
4.2 Certificate of Amendment to the Exhibit 3.1(a) to 1991 S-1
Articles of Incorporation
4.3 Amended and Restated Bylaws Exhibit 3.2 to our 1993 Annual Report
on Form 10-K
4.4 Specimen stock certificate Exhibit 4.2 to our 1995 Annual Report
on Form 10-K
4.5 Form of Common Stock Purchase Exhibit 4.1 to our Current Report on
Warrant dated as of December Form 8-K dated December 15, 2006
13, 2006, issued by the Company
4.6 Registration Rights Agreement Exhibit 10.2 to our Current Report
on Form 8-K dated December 15, 2006
5.1* Opinion of Honigman Miller
Schwartz and Cohn LLP
23.1* Consent of UHY LLP, Independent
Registered Public Accounting
Firm
23.2* Consent of Follmer Rudzewicz
PLC, Independent Registered
Public Accounting Firm
23.3* Consent of Honigman Miller
Schwartz and Cohn LLP (included
in Exhibit 5.1)
24.1* Powers of Attorney
- ----------
* Previously filed.
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