10-K/A 1 fchn10ka32004.txt 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10 - K/A Amendment No. 3 [ X ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2004 OR [ ] TRANSITION REPORT PURSUANT SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 0-23998 FIRST CHOICE HEALTH NETWORK, INC. (Exact name of Registrant as specified in its charter) Washington 91-1272766 (State or Other Jurisdiction of (I.R.S. Employer Incorporation or Organization) Identification No.) 600 University Street Suite 1400 Seattle, Washington 98101 (Address of principal executive offices) (206) 292-8255 (Registrant telephone number, including area code) 1 2 Securities registered pursuant to Section 12 (b) of the Act: None Securities registered under Section 12 (g) of the Act: Class A Common Stock, par value $1.00 per share Indicate by 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. [ X ] Indicate by check mark whether the registrant is an accelerated filer (as Defined in Rule 12-b of the Act). Yes _____ No __X___ There is no trading market for the Registrant's common equity (Class A Common Stock, $1.00 par value and Class B Common Stock, $1.00 par value) and, accordingly, the market value of the stock held by non-affiliates of the Registrant based on bid and asked prices cannot be determined. The aggregate number of Registrant's shares outstanding on December 31, 2004 was 447 shares of Class A Common Stock, and 40,600 shares of Class B Common Stock, $1.00 par value, respectively. Documents incorporated by reference: Portions of the definitive Proxy Statement for the 2005 Annual Meeting of Shareholders are hereby incorporated by reference into Part III of Form 10-K. 2 3 Explanation of Amendment This Amendment No. 3 to Form 10-K/A is being filed with respect to the Company's Annual Report on Form 10-K for its fiscal year ended December 31, 2004, filed with the Securities and Exchange Commission on March 24, 2005 ("Original 10-K"). The Company hereby amends Item 9A. Controls and Procedures of the Original 10-K to provide updated disclosure and amends Item 15. Exhibits and Financial Statement Schedules of the Original 10-K to reflect the filing of certain exhibits to this Amendment No. 3. 3 4 FIRST CHOICE HEALTH NETWORK, INC. 2004 FORM 10-K ANNUAL REPORT TABLE OF CONTENTS PART I ITEM 1 BUSINESS * ITEM 2 PROPERTIES * ITEM 3 LEGAL PROCEEDINGS * ITEM 4 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS * PART II ITEM 5 MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES * ITEM 6 SELECTED FINANCIAL DATA ** ITEM 7 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS ** ITEM 7A QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK ** ITEM 8 FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA ** ITEM 9 CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE * ITEM 9A CONTROLS AND PROCEDURES 5 ITEM 9B OTHER INFORMATION * PART III ITEM 10 DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT * ITEM 11 EXECUTIVE COMPENSATION * ITEM 12 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS * ITEM 13 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS * ITEM 14 PRINCIPAL ACCOUNTANT FEES AND SERVICES * PART IV ITEM 15 EXHIBITS AND FINANCIAL STATEMENT SCHEDULES 6 SIGNATURES 8 * Not included in this Amendment No. 3. Information responsive to the item is contained in the Original 10-K filed on March 24, 2005. ** Not included in this Amendment No. 3. Information responsive to the item is contained in Amendment No. 2 filed on December 7, 2005. 4 5 ITEM 9A. CONTROLS AND PROCEDURES (a) Evaluation of Disclosure Controls and Procedures: Our Chief Executive Officer (CEO) and Chief Financial Officer (CFO) have participated in the evaluation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended) required by paragraph (b) of Rule 13a-15 or Rule 15d-15. Based on that evaluation, our CEO and CFO have concluded that, as of December 31, 2004, our disclosure controls and procedures were not effective to ensure timely collection, evaluation and disclosure of information relating to the company that would potentially be subject to disclosure under the Securities Exchange Act of 1934, and the rules and regulations thereunder, resulting in our filing amendments to our Annual Report on Form 10-K for the year ended December 31, 2004 (the "Original Form 10-K"). However, we reviewed the disclosure controls and procedures leading to Deficiencies in our disclosure in the Original Form 10-K and have taken actions and implemented enhanced internal technical review in our disclosure controls and procedures to provide reasonable assurance that these deficiencies will not recur. Based on the actions we have taken, our CEO and CFO concluded that, as of December 12, 2005, our disclosure controls and procedures are effective. (b) Changes in Internal Control over financial reporting: In the quarter ended December 31, 2004, there has been no change in the Registrant's internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, its internal control over financial reporting. Disclosure Controls and Internal Controls. Disclosure controls are procedures that are designed with the objective of ensuring that information required to be disclosed in the Registrant's reports filed under the Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's (SEC) rules and forms. Disclosure controls are also designed with the objective of ensuring that such information is accumulated and communicated to our management as appropriate to allow timely decisions regarding required disclosure. Internal controls are procedures which are designed with the objective of providing reasonable assurance that (1) transactions are properly authorized; (2) assets are safeguarded against unauthorized or improper use; and (3) transactions are properly recorded and reported, all to permit the preparation of financial statements in conformity with accounting principles generally accepted in the United States of America. 5 6 PART IV Item 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES. (1) Financial Statements. The financial statements and related documents listed in Item 8 of this report are filed as part of this report. ** (2) Financial Statement Schedules. All other schedules to the consolidated financial statements are omitted because they are not applicable or not material or because the information is included in the consolidated financial statements or related notes in Item 8 above. ** (3) Exhibits. 3.1 Copy of Registrant's Articles of Incorporation (1) 3.2 Copy of Registrant's By-Laws as amended June 26, 2003 (2) 10.1 Form of Agreement between Registrant and Physician participating in PPO. (3) 10.2 Form of Health Care Facility Service Contract between Registrant and Hospital participating in PPO. (3) 10.3 Form of Agreement between Registrant and Health Care Provider other than Hospitals and Physicians participating in PPO. (3) 10.4 Form of Agreement between Registrant and Third Party Administrator. (3) 10.5 Form of Agreement between Registrant and Insurance Company.(3) 10.6 Copy of Participation Agreement dated March 27, 1985, between Registrant and King County Public Hospital District No.2 (Evergreen General Hospital).(3) 10.7 Copy of Participation Agreement dated March 26, 1985, between Registrant and Valley Medical Center. (3) 10.8 Copy of Participation Agreement dated December 19, 1991, between Registrant and Public Hospital District No.2 of Snohomish County (Stevens Memorial Hospital) and related Promissory Note in the aggregate principal amount of $566,000. (3) 10.9 Copy of Participation Agreement dated December 20, 1999 between Registrant and University of Washington Academic Medical Center, and related Promissory Note in the aggregate principal amount of $1,260,000. (4) 10.10 Copy of the Chief Executive Officer's 2003 Compensation Agreement. (5) * 10.11 Copy of the Registrant's 2003 - 2005 Long-Term Incentive Program. (6) * 10.12 Copy of the Registrant's Supplemental Executive Retirement Plan. (7) * 10.13 Copy of the Registrant's 2005 - 2007 Long-Term Incentive Program. * ** 14.1 Code of Conduct for Chief Executive Officer. (8) 14.2 Code of Conduct for Chief Financial Officer. (9) 14.3 Code of Conduct for Vice President, Finance. ** 6 7 31.1 Certification pursuant to Rule 13(a)-14(a) for Gary R. Gannaway. 31.2 Certification pursuant to Rule 13(a)-14(a) for Stacy A. Kessel. 32.1 Section 1350 Certification for Gary R. Gannaway, Chief Executive Officer. *** 32.2 Section 1350 Certification for Stacy A. Kessel, Chief Financial Officer. *** * Denotes a management contract or compensatory plan or arrangement required to be filed as an exhibit to this Annual Report on Form 10-K. ** Filed with the Original 10-K filed on March 24, 2005. *** Filed with Form 10-K/A Amendment No. 2 filed on December 7, 2005. (1) Filed as Exhibit 3.1 to Amendment No.1 to Registrant's Annual Report on Form 10-K for the year ended December 31, 2003 (the "2003 10-K/A"). (2) Filed as Exhibit 3.2 to the 2003 10-K/A. (3) Filed as an Exhibit to Registrant's Registration Statement on Form 10-SB. (4) Filed as Exhibit 10.23 to Registrant's Current Report on Form 8-K filed on January 3, 2000. (5) Filed as Exhibit 10.24 to Registrant's Annual Report on Form 10-K for the year ended December 31, 2002 (the "2002 10-K"). (6) Filed as Exhibit 10.25 to the 2002 10-K. (7) Filed as Exhibit 10.26 to Registrant's Quarterly Report on Form 10-Q for the quarter ended March 31, 2003. (8) Filed as Exhibit 14.1 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 2003 (the "2003 10-K"). (9) Filed as Exhibit 14.2 to the 2003 10-K. 7 8 SIGNATURES In accordance with Section 13 or 15 (d) of the Securities Exchange Act of 1934, the Registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on the 13th day of December, 2005. FIRST CHOICE HEALTH NETWORK, INC. By: /s/ Stacy A. Kessel -------------------------------------- STACY A. KESSEL Chief Financial Officer (Principal Financial and Accounting Officer and Duly Authorized Officer) 8