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As filed with the Securities and Exchange Commission on August 25, 1997.
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under The
Securities Act of 1933
UNITED AMERICAN HEALTHCARE CORPORATION
(Exact name of registrant as specified in its charter)
Michigan 38-2526913
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
1155 Brewery Park Blvd., Suite 200, Detroit, Michigan 48207
(313) 393-0200
EMPLOYEE STOCK PURCHASE PLAN OF
UNITED AMERICAN HEALTHCARE CORPORATION
(Full title of the plan)
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Ronald R. Dobbins, President
United American Healthcare Corporation
1155 Brewery Park Blvd., Suite 200
Detroit, Michigan 48207
(313) 393-0200
(Name, address, including zip code, and telephone number, including area code
of agent for service)
Copies of Communications to:
John J. Walsh, Esq.
Raymond & Walsh, P.C.
35055 W. Twelve Mile Road, Suite 114
Farmington Hills, MI 48331
(313) 848-5000
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Approximate date of commencement of proposed sale to public:
As soon as practicable after the effective date of this Registration Statement
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of Each Class Maximum Maximum
of Securities to be Amount to be Offering Price Aggregate Amount of
Registered Registered per Share Offering Price Registration Fee
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Common Shares 200,000(1) $5.10(2) $1,020,000 $309
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(1) Estimated maximum number of newly issued shares of United American
Healthcare Corporation Common Stock which may be purchased pursuant to the
Employee Stock Purchase Plan of United American Healthcare Corporation.
(2) Estimated solely for the purpose of calculating the registration fee,
based upon the June 30, 1997 closing price and calculated in accordance with
Rule 457(h).
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 1. PLAN INFORMATION.
The Registrant shall deliver or cause to be delivered to each participant
material information regarding the Registrant's Employee Stock Purchase Plan
(the "Plan") and its operations that will enable participants to make an
informed decision regarding an investment in the Plan, pursuant to Rule 424 and
the requirements of Form S-1.
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
a. Registrant's Annual report on Form 10-K for the year ended June 30,
1996, filed pursuant to Section 13 of the Securities Exchange Act of 1934;
b. The description of common stock contained in Registrant's Registration
Statement filed under Section 12 of the Securities Exchange Act of 1934, on
Form S-1, dated April 19, 1991, including any amendment or report filed for the
purpose of updating such description; and,
c. All documents filed by the Registrant subsequent to the date hereof
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to
the filing of a post-effective amendment which indicates that all securities
offered hereby have been sold off which de-registers all securities then
remaining unsold, shall be deemed to be incorporated by reference herein and to
be a part hereof from the date of filing such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
See Item 3(a) above.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Michigan Business Corporation Act ("MBCA") permits the Company under
certain circumstances to indemnify any person against expenses (including
attorney's fees), judgments, penalties, fines and amounts paid in settlement
actually and reasonably incurred by such person in connection with any
threatened, pending or completed action, suit or proceeding in which such
person is made a party by reason of being, or having been, a director, officer
or agent of the Company, or serving at the request of the Company in such
capacity for another enterprise, provided such person meets certain standards
of conduct. The power to indemnify is sufficiently broad to permit
indemnification under certain circumstances for liabilities (including
reimbursement for expenses incurred) arising under the Securities Act of 1933,
as amended (the "Securities Act").
The Registrant's Restated Articles of Incorporation (filed as Exhibit
3.1 with the Registrant's Form S-1 dated April 19, 1991), and the Registrant's
Amended and Restated Bylaws (filed as Exhibit 3.2 with the Registrant's Form S-1
dated April 19, 1991) require indemnification of its directors and officers, and
permit indemnification of any other person, to the maximum extent permitted by
law. Pursuant to the Bylaws, the Company
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maintains insurance to protect any director, officer, employee or agent from
any expense, liability or loss, whether or not the Company has the power to
indemnify such person against such expenses, liability or loss.
ITEM 8. EXHIBITS.
4.1 The Employee Stock Purchase Plan of United American Healthcare
Corporation, effective October 1, 1996.
5.0 Opinion of Counsel.
23 Consents of Independent Auditors and Counsel.
24 Power of Attorney
ITEM 9. UNDERTAKINGS.
(a) The 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 this Registration Statement (or the most
recent post-effective amendment thereof) which, individually or in
the aggregate, represents a fundamental change in the information
set forth in the 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 (i) and (ii) do not apply if the
registration statement is on Form S-3 or Form S-8, and the information required
to be included in a post-effective amendment by those paragraphs is contained
in periodic reports filed by the Registrant pursuant to Section 13 or Section
15(d) of the Exchange Act that are incorporated by reference in the
Registration Statement.
(1) 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 post-effective amendment any
of the securities being registered which remain unsold at the termination of
the offering.
(a) 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 Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of any employee benefit plan's
annual report pursuant to Section
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15(d) of the Exchange Act) that is incorporated by reference in this
Registration Statement shall be deemed a new Registration Statement relating to
the securities offered herein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
(b) 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 Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Act and is therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer, or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 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 the 7th day of August,
1997.
United American Healthcare Corporation
By:/s/ Ronald R. Dobbins
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Ronald R. Dobbins
President
SIGNATURE TITLE
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Julius V. Combs Chief Executive Officer
- ------------------------------- (Principal Executive Officer)
Julius V. Combs, M.D.
* Director, Secretary
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Anita C. R. Gorham
* Senior Vice President - Treasurer
- ------------------------------- (Principal Financial Officer)
Jagannathan Vanaharam
* Corporate Controller
- ------------------------------- (Principal Accounting Officer)
Paul Samuels
* Director
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Vivian L. Carpenter
* Director
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Julius V. Combs, M.D.
* Director
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Ronald R. Dobbins
* Director
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William Fitzgerald
* Director
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Harcourt G. Harris, M.D.
* Director
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Ronald Horwitz
* Director
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Emmett S. Moten, Jr.
* By Julius V. Combs
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Julius V. Combs
Attorney-in-Fact
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UNITED AMERICAN HEALTHCARE CORPORATION
EXHIBIT INDEX
FORM S-8
Exhibit No. Description Page No.
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4.1 Employee Stock Purchase Plan of
United American Healthcare Corporation *
5.0 Legal Opinion *
23 Consent of Independent Auditors *
24 Power of Attorney *