1
As filed with the Securities and Exchange Commission on November 21, 1996
Registration No. 333-13513
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-----------------
FORM S-4
POST EFFECTIVE AMENDMENT NO. 1
TO
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-----------------
HEALTH MANAGEMENT SYSTEMS, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
NEW YORK 7379 13-2770433
(STATE OR OTHER JURISDICTION OF (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) CLASSIFICATION CODE NUMBER) IDENTIFICATION NUMBER)
----------------------------
401 PARK AVENUE SOUTH
NEW YORK, NEW YORK 10016
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE
NUMBER, INCLUDING AREA CODE, OF REGISTRANT'S PRINCIPAL
EXECUTIVE OFFICES)
PAUL J. KERZ, PRESIDENT
HEALTH MANAGEMENT SYSTEMS, INC.
401 PARK AVENUE SOUTH
NEW YORK, NEW YORK 10016
(212) 685-4545
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF REGISTRANT'S AGENT FOR SERVICE)
--------------------------
WITH A COPY TO:
BRUCE S. COLEMAN, ESQ.
COLEMAN & RHINE LLP
1120 AVENUE OF THE AMERICAS
NEW YORK, NEW YORK 10036
(212) 840-3330
--------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon
as practicable after this registration statement becomes effective.
If the securities being registered on this form are being offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box. [ ]
--------------------
CALCULATION OF ADDITIONAL REGISTRATION FEE
============================================================================================================
Proposed Proposed
Title of Each Class of Amount to Be Maximum Offering Maximum Aggregate Amount of
Securities to Be Registered Registered Price Per Share(1) Offering Price(1) Registration Fee
- ------------------------------------------------------------------------------------------------------------
Common Stock, $.01 par value. 27,000 $15.3125 $413,437.50 $125.28
============================================================================================================
(1) Estimated pursuant to Rules 457(c) and 457(h) solely for the purpose of
calculating the registration fee, and based on the average of the high
and low sales prices reported on the Nasdaq National Market of $15.3125
on November 19, 1996.
2
EXPLANATORY NOTE
This Post Effective Amendment No. 1 is being filed to register an
additional 27,000 shares of Common Stock of the Registrant which are to be
issued in connection with the Merger described in the Information
Statement/Prospectus included in the Registration Statement. This Post Effective
Amendment also includes (i) a supplement (the "Supplement") to the Information
Statement/Prospectus prepared pursuant to Rule 424(b)(3) under the Securities
Act of 1933, as amended, and (ii) Exhibit 10.1, which is the amendment to the
Merger Agreement described in the Supplement.
3
Supplement, dated November 20, 1996,
to
Prospectus, dated October 15, 1996,
of
Health Management Systems, Inc.
Effective November 20, 1996, the Merger Agreement was amended to, among
other things: (i) increase the number of shares of HMS Common to be issued in
the Merger to 260,000; (ii) eliminate the requirement that vested $0.25 QSM
Stock Options and $0.25 QSM Warrants be exercised by their respective holders
immediately prior to the Closing Date; (iii) increase the number of HMS Stock
Options to be issued in connection with the Merger to 46,000 options; and (iv)
increase the QSM Transaction Expenses for which HMS will reimburse QSM to a
maximum of $150,000. All references in the Information Statement/Prospectus to
the terms of the Merger and the transactions contemplated thereby shall be
deemed to be modified to reflect the foregoing amendments.
4
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
of the requirements for filing on Form S-4 and has duly caused this Post
Effective Amendment No. 1 to Registration Statement on Form S-4 to be signed on
its behalf by the undersigned, thereto duly authorized, in the City of New York,
State of New York, on November 21, 1996.
HEALTH MANAGEMENT SYSTEMS, INC.
By: /s/ Paul J. Kerz
---------------------------------
Paul J. Kerz, President
Pursuant to the requirements of the Securities Act of 1933, this
Amendment No. 1 to the Registration Statement has been signed by the following
persons in the capacities indicated below on the 21st day of November, 1996.
SIGNATURE TITLE
--------- -----
/s/ Paul J. Kerz Director, Chairman, President and
- ------------------- Chief Executive Officer
Paul J. Kerz
/s/ Phillip Siegel Vice President and Chief Financial
- --------------------- and Accounting Officer
Phillip Siegel
* Director
- -------------------
Russell L. Carson
* Director
- ----------------
William W. Neal
* Director
- ----------------
Galen D. Powers
* Director
- -----------------
Richard H. Stowe
*By: /s/ Phillip Siegel
--------------------------
Phillip Siegel
Attorney-in-Fact
5
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
10.1 Amendment No. 1 to Merger Agreement.