-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, OaWryAUCRCa/XgpIDn/zy4uGZcgq3U+f/l9ytEv6hqSGrBcM8UhauRAX1xDFvA8Z LyKLYXDO9u9x+cSThUNkUQ== 0000950123-99-006807.txt : 19990726 0000950123-99-006807.hdr.sgml : 19990726 ACCESSION NUMBER: 0000950123-99-006807 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19990723 EFFECTIVENESS DATE: 19990723 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AHT CORP CENTRAL INDEX KEY: 0001002628 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MISC HEALTH & ALLIED SERVICES, NEC [8090] IRS NUMBER: 133893841 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-83671 FILM NUMBER: 99669632 BUSINESS ADDRESS: STREET 1: 555 WHITE PLAINS RD STREET 2: 2ND FL CITY: TARRYTOWN STATE: NY ZIP: 10591 BUSINESS PHONE: 9145244705 MAIL ADDRESS: STREET 1: 560 WHITE PLAINS RD STREET 2: 2ND FLOOR CITY: TARRYTOWN STATE: NY ZIP: 10591 FORMER COMPANY: FORMER CONFORMED NAME: ADVANCED HEALTH CORP DATE OF NAME CHANGE: 19960618 S-8 1 AHT CORPORATION 1 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 23, 1999 Registration No. 333-_______ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ------------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ------------- AHT CORPORATION (FORMERLY ADVANCED HEALTH CORPORATION) (Exact name of registrant as specified in its charter) DELAWARE 13-3893841 (State or other jurisdiction (I.R.S. employer identification of incorporation or organization) number) ------------- 555 WHITE PLAINS ROAD, TARRYTOWN, NEW YORK 10591 (Address of principal executive offices)(Zip code) ------------- GRANT OF STOCK OPTION AGREEMENT BETWEEN AHT CORPORATION AND ANGELO ACQUISTA, M.D. (Full title of the plan) ------------- JONATHAN EDELSON, M.D. Chairman, Chief Executive Officer, and President AHT Corporation 555 White Plains Road Tarrytown, New York 10591 (914) 524-4200 (Name, address, including zip code, and telephone number, including area code, of agent for service) ------------- Copy to: James M. Lurie, Esq. O'Sullivan Graev & Karabell, LLP 30 Rockefeller Plaza New York, New York 10112 (212) 408-2400 CALCULATION OF REGISTRATION FEE
- ---------------------------------------------------------------------------------------------------------------------------------- Title Of Securities To Be Amount To Be Registered Proposed Maximum Proposed Maximum Amount Of Registered Offering Price Per Aggregate Offering Registration Fee Share(1) Price(1) - ---------------------------------------------------------------------------------------------------------------------------------- Common Stock; $.01 par 280,031 shares $.01 $2,800.31 $.77 value - ----------------------------------------------------------------------------------------------------------------------------------
(1) Calculated pursuant to Rule 457(h)(1) based on the price at which the option may be exercised. 2 PART I INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS The document(s) containing the information specified in Part I will be sent or given to the optionee as specified by Rule 428(b)(1). Such documents are not being filed with the Securities and Exchange Commission (the "Commission") either as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424. Such documents and the documents incorporated by reference in this Registration Statement pursuant to Item 3 of Part II of this Form, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE (a) The following documents, which have been filed by AHT Corporation (formerly Advanced Health Corporation), a Delaware corporation (the "Corporation"), with the Commission, are incorporated herein by reference: (i) The Corporation's Form 10-K for the year ended December 31, 1998, as filed with the Commission pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act"). (ii) The Corporation's Form 10-Q for the three months ended March 31, 1999, as filed with the Commission pursuant to the Exchange Act. (iii) The description of the Common Stock contained in the Corporation's Registration Statement on Form 8-A, filed with the Commission pursuant to the Exchange Act. (b) In addition, all documents filed by the Corporation with the Commission 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 or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be part hereof from the date of the filing of such documents. ITEM 4. DESCRIPTION OF SECURITIES Not applicable. ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL Not applicable. ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS Section 145 of the Delaware General Corporation Law (the "DGCL") authorizes a court to award or a corporation's Board of Directors to grant indemnification to directors and officers in terms sufficiently broad to permit such indemnification under certain circumstances for liabilities (including reimbursement for expenses incurred) arising under the Exchange Act. Articles Nine and Ten of the Corporation's Restated Certificate of Incorporation provide for indemnification of its directors and officers and permissible indemnification of employees and other agents to the maximum extent permitted by the DGCL. Reference is made to the form of Director Indemnification Agreement filed as Exhibit 10.20 to the Corporation's Registration Statement on Form S-1 (File No. 333-06283) which provides for indemnification of directors. In addition, the Corporation maintains liability insurance for its officers and directors. ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED Not applicable. 2 3 ITEM 8. EXHIBITS
Exhibit No. Description ----------- ----------- 4.1 Restated Certificate of Incorporation of the Registrant (filed as Exhibit 3.2 to the Registrant's Registration Statement on Form S-1, File No. 333-06283 (the "Form S-1"), and incorporated herein by reference) 4.2 Certificate of Amendment to Restated Certificate of Incorporation of the Registrant 4.3 By-laws of the Registrant (filed as Exhibit 3.3 to the Form S-1 and incorporated herein by reference) 5 Opinion of O'Sullivan Graev & Karabell, LLP (including the consent of such firm) regarding the legality of securities being offered 23.1 Consent of O'Sullivan Graev & Karabell, LLP (included in their opinion filed as Exhibit 5 hereto) 23.2 Consent of Arthur Andersen LLP, independent public accountants 24 Powers of Attorney (included in the signature page to this Registration Statement)
ITEM 9. 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 of 1933; (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; (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 by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement. (2) That, for the purpose of determining any liability under the Securities Act of 1933, 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 3 4 Securities Act of 1933, each filing of the Registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) 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 of 1933 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. 4 5 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-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Tarrytown, State of New York, on this 22nd day of July, 1999. AHT CORPORATION By: /s/ Jonathan Edelson, M.D. -------------------------- Jonathan Edelson, M.D. Chairman of the Board, Chief Executive Officer and President POWER OF ATTORNEY We, the undersigned officers and directors of AHT Corporation hereby severally constitute Jonathan Edelson our true and lawful attorney with full power to him to sign for us and in our names in the capacities indicated below, the Registration Statement on Form S-8 filed herewith and any and all subsequent amendments to said Registration Statement, and generally to do all such things in our names and behalf in our capacities as officers and directors to enable AHT Corporation to comply with all requirements of the Securities and Exchange Commission, hereby ratifying and confirming our signatures as they may be signed by said attorney to said Registration Statement and any and all amendments thereto. Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed on the 22nd day of July, 1999, by or on behalf of the following persons in the capacities indicated.
Signature Title --------- ----- /s/ Jonathan Edelson, M.D. - ---------------------------------- Jonathan Edelson, M.D. Chairman of the Board, Chief Executive Officer, and President /s/ Jeffrey M. Sauerhoff - ---------------------------------- Jeffrey M. Sauerhoff Chief Financial Officer (Principal Financial and Accounting Officer) /s/ James T. Carney - ---------------------------------- James T. Carney Director /s/ Barry Kurokawa - ---------------------------------- Barry Kurokawa Director /s/ Robert J. Alger - ----------------------------------
5 6
Robert J. Alger Director /s/ Arthur M. Southam, M.D. - ---------------------------------- Arthur M. Southam, M.D. Director
5 7 Exhibit Index
EXHIBIT NO. DESCRIPTION PAGE ----------- ----------- ---- 4.1 Restated Certificate of Incorporation of the Registrant (filed as Exhibit 3.2 to the Registrant's Registration Statement on Form S-1, File No. 333-06283 (the "Form S-1"), and incorporated herein by reference) 4.2 Certificate of Amendment to Restated Certificate of Incorporation of the Registrant 4.3 By-laws of the Registrant (filed as Exhibit 3.3 to the Form S-1 and incorporated herein by reference) 5.1 Opinion of O'Sullivan Graev & Karabell, LLP (including the consent of such firm) regarding the legality of securities being offered 23.1 Consent of O'Sullivan Graev & Karabell, LLP (included in their opinion filed as Exhibit 5 hereto) 23.2 Consent of Arthur Andersen LLP, independent public accountants 24 Power of Attorney (included on signature pages to this Registration Statement)
EX-4.2 2 AMENDMENT TO RESTATED CERTIFICATE OF INCORPORATION 1 EXHIBIT 4.2 STATE OF DELAWARE SECRETARY OF STATE DIVISION OF CORPORATIONS FILED 09:00 AM 06/28/1999 9991263992 - 2517409 CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION OF ADVANCED HEALTH CORPORATION It is hereby certified that: 1. The current name of the corporation (hereinafter called the "Corporation") is Advanced Health Corporation. The Corporation's original Certificate of Incorporation was filed with the Secretary of State of the state of Delaware on June 20, 1995. 2. The Restated Certificate of Incorporation of the Corporation is hereby amended by striking, in its entirety, the current Article FIRST thereof and inserting in place thereof, a new article FIRST to read as follows: "The name of the corporation (the "Corporation") is AHT Corporation" 3. The amendment of the certificate of incorporation herein certified has been duly adopted in accordance with the provisions of section 242 of the General Corporations law of the State of Delaware, and the written consent of the shareholders of the Corporation to the amendment was given in accordance with, and written notice of such shareholder action was given as provided in, Section 228 of the General Corporations law of the State of Delaware. 4. IN WITNESS WHEREOF, the Corporation had caused this Certificate of Amendment of Certificate of Incorporation to be signed as of the 25th day of June, 1999, by its President and attested to by its Secretary, who hereby affirm and acknowledge, under penalty of perjury, that this certificate is the act and deed of the Corporation and that the facts stated herein are true. The effective time of the amendment herein certified shall be 6/25, 1999 By: /s/ Eddy Fredfeld --------------------- Name: Eddy Fredfeld Title: Secretary ATTESTED: By: /s/ Karen Nadler ------------------------ Name: Karen Nadler Title: Manager, Business & Legal Affairs EX-5.1 3 OPINION OF O'SULLIVAN GRAEV & KARABELL, LLP 1 O'SULLIVAN GRAEV & KARABELL, LLP 30 Rockefeller Plaza New York, New York 10112 Exhibit 5 July 23, 1999 AHT Corporation 555 White Plains Road Tarrytown, New York 10591 AHT CORPORATION 280,031 SHARES OF COMMON STOCK, $.01 PAR VALUE Dear Sirs: We have acted as counsel to AHT Corporation (formerly Advanced Health Corporation), a Delaware corporation (the "Company"), in connection with the registration under the Securities Act of 1933, as amended, of 280,031 shares (the "Shares") of Common Stock, $.01 par value, of the Company issuable upon exercise of the option (the "Option") to purchase such Shares granted pursuant to the Grant of Stock Option Agreement dated August 7, 1995 between a predecessor of the Company and Angelo Acquista, M.D. (the "Agreement"). In that connection, we have examined originals, or copies certified or otherwise identified to our satisfaction, of such documents, corporate records, certificates of officers of the Company and other instruments as we have deemed necessary for the purposes of this opinion. In our examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as certified or photostatic copies and the authenticity of the originals of such latter documents. In addition, you have advised us, and we have assumed without independent investigation, that (1) at the time of the grant of the Option pursuant to the Agreement, Dr. Acquista (A) was a consultant to a predecessor (the "Predecessor") of the Company and (B) provided bona fide services to the Predecessor and (2) the services were not in connection with the offer or sale of securities of the Predecessor or the Company in a capital-raising transaction and did not directly or indirectly promote or maintain a market for the Predecessor's or the Company's securities. Based upon the foregoing, we are of the opinion that the Shares have been duly authorized for issuance and, when issued, delivered and paid for upon exercise of the Option in accordance with the provisions of the Agreement, the Shares will be validly issued, fully paid and nonassessable. We are admitted to the Bar of the State of New York and we express no opinion as to the laws of any other jurisdiction other than the General Corporation Law of the State of Delaware. We hereby consent to the filing of this opinion as Exhibit 5 to the Registration Statement on Form S-8 being filed by the Company to register the Shares. 2 Very truly yours, /s/ O'Sullivan Graev & Karabell, LLP EX-23.2 4 CONSENT OF ARTHUR ANDERSEN LLP 1 EXHIBIT 23.2 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS ----------------------------------------- As independent public accountants, we hereby consent to the incorporation by reference in this registration statement on Form S-8 of our report dated March 31, 1999 included in AHT Corporation's Form 10-K for the year ended December 31, 1998 and to all references to our Firm included in this registration statement on Form S-8. /s/ Arthur Andersen LLP ----------------------- ARTHUR ANDERSEN LLP New York, New York July 23, 1999 -----END PRIVACY-ENHANCED MESSAGE-----