10-K/A

10-K/A 1 e969389frm10ka.htm AMENDMENT NO. 1 10-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-K/A
AMENDMENT NO. 1

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE FISCAL YEAR ENDED MARCH 31, 2005
COMMISSION FILE NO. 0-24624

CHINDEX INTERNATIONAL, INC.

(Exact name of registrant as specified in its charter)

DELAWARE 13-3097642
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)

7201 Wisconsin Avenue
Bethesda, Maryland, 20814
(301) 215-7777

Securities registered pursuant to Section 12(b) of the Act: NONE
Securities registered pursuant to Section 12(g) of the Act:
COMMON STOCK, $.01 PAR VALUE

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 contained is not contained herein, and will not be contained,
to the best of registrant's knowledge, in a 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 12b-2 of the Act). Yes [ ] No [x]

The aggregate market value of the voting stock held by non-affiliates computed
by reference to the price at which the stock was sold, or the average bid and
asked prices of such stock, as of September 30, 2004 (the last business day of
the registrant's most recently completed second fiscal quarter) was
approximately $41,232,510.

The number of shares outstanding of each of the issuer's class of common equity,
as of July 29, 2005, was 5,728,443 shares of Common Stock and 775,000 shares of
Class B Common Stock.

Documents Incorporated by Reference: None.

INTRODUCTORY NOTE

Chindex International, Inc. (the "Company," "Chindex," "we," "us" or
"our") is filing this Amendment No. 1 on Form 10-K/A to our Annual Report on
Form 10-K for the fiscal year ended March 31, 2005 (the "Report") for the
purpose of including information that was to be incorporated by reference from
our definitive proxy statement pursuant to Regulation 14A of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"). We will not file our
proxy statement within 120 days of our fiscal year ended March 31, 2005, and
are, therefore, amending and restating in their entirety Items 10, 11, 12, 13
and 14 of Part III of the Report. We anticipate filing our definitive proxy
statement in August 2005 for our 2005 Annual Stockholder Meeting, which is
currently scheduled to be held on September 13, 2005. In addition, in connection
with the filing of this Amendment and pursuant to Rules 12b-15 and 13a-14 under
the Exchange Act, we are including with this Amendment a currently dated
certification. Except as described above, no other amendments are being made to
the Report. This Form 10-K/A does not reflect events occurring after the June
29, 2005 filing of our Report, modify or update the disclosure contained in the
Report in any way other than as required to reflect the amendments discussed
above and reflected below.

PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.

The directors and executive officers of the Company and their present
positions with the Company are as follows:

NAME POSITIONS WITH THE COMPANY
---- --------------------------

A. Kenneth Nilsson(a)(b)(c) Chairman of the Board of Directors
Roberta Lipson Chief Executive Officer and Director
Elyse Beth Silverberg Executive Vice President, Secretary and Director
Lawrence Pemble Executive Vice President Finance and Director
Executive Vice President Operations, Treasurer,
Robert C. Goodwin, Jr. Assistant Secretary, General Counsel and Director
Julius Y. Oestreicher(a)(b)(c) Director

Carol R. Kaufman(a)(b) Director
Douglas B. Grob Director
Holli Harris Director
---------------
(a) Member of the Audit Committee.
(b) Member of the Compensation Committee.
(c) Member of the Nominating Committee.

All directors of the Company hold office until the next annual meeting of
the stockholders and until their successors have been duly elected and
qualified. The officers of the Company are elected by the Board of Directors at
the first meeting after each annual meeting of the Company's stockholders and
hold office until their resignation, removal from office or death.

Set forth below is certain information with respect to each director:

ROBERTA LIPSON, 50, co-founded the Company in 1981. Ms. Lipson served as
the Chairman of the Board of Directors from 1981 until 2004 and has served as
the Chief Executive Officer since 1981. From 1979 until founding the Company in
1981, Ms. Lipson was employed in China by Sobin Chemical, Inc., a worldwide
trading company, as Marketing Manager, coordinating marketing and sales of
various equipment in China. Ms. Lipson was employed by Schering-Plough Corp. in
the area of product marketing until 1979. Ms. Lipson received a B.A. degree in
East Asian Studies from Brandeis University and an MBA degree from Columbia
University Graduate School of Business.

ELYSE BETH SILVERBERG, 48, co-founded the Company in 1981. Ms. Silverberg
has served as the Company's Executive Vice President and Secretary and as a
Director since that time. Prior to founding the Company, from 1980 to 1981, Ms.
Silverberg worked with Ms. Lipson at Sobin Chemical, Inc. and was an intern in
China with the National Council for U.S.-China Trade from 1979 to 1980. Ms.
Silverberg received a B.A. degree in Chinese Studies and History from the State
University of New York at Albany.

LAWRENCE PEMBLE, 48, joined the Company in 1984 and has served as
Executive Vice President of Finance since January 1996. From 1986 until 1996,
Mr. Pemble served as Vice President of Marketing. From 1986 through April 1992
and September 1993 to the present, Mr. Pemble has also served as a Director of
the Company. Prior to joining the Company, Mr. Pemble was employed by China
Books and Periodicals, Inc. as Manager, East Coast Center. Mr. Pemble received a
B.A. degree in Chinese Studies and Linguistics from the State University of New
York at Albany.

ROBERT C. GOODWIN, JR., 64, has served as Executive Vice President of
Operations since January 1996, as Assistant Secretary since June 1995 and as

General Counsel, Treasurer and a Director of the Company since October 1992. In
addition to his other duties, from October 1992 until January 1996, Mr. Goodwin
served as Vice President of Operations for the Company. Prior to joining the
Company, Mr. Goodwin was engaged in the private practice of law from 1979 to
1992, with a specialty in international law, in Washington, D.C. and had served
as the Company's outside counsel since 1984. Prior to such employment, Mr.
Goodwin served for two years as the Assistant General Counsel for International
Trade and Emergency Preparedness for the United States Department of Energy and
for three years as the Deputy Assistant General Counsel for the Federal Energy
Administration. From 1969 until 1974, Mr. Goodwin served as an attorney-advisor
for the U.S. Department of Commerce. Mr. Goodwin received a B.A. degree from
Fordham University and a J.D. degree from Georgetown University Law Center.

A. KENNETH NILSSON, 72, has served as a Director of the Company since
January 1996. Mr. Nilsson formerly served as President of Cooper Laboratories,
Inc.; President of Cooper Lasersonics, Inc.; Managing Director of Pfizer Taito
Ltd.; President of Max Factor, Japan; and Chairman of the Monterey Institute of
International Studies. Mr. Nilsson received a B.A. degree from the University of
Southern California and an M.A. degree from the University of California.

JULIUS Y. OESTREICHER, 75, has served as a Director of the company since
January 1996. Mr. Oestreicher has been a partner with the law firm of
Oestreicher & Ennis, LLP and its predecessor firms for thirty years, engaging
primarily in estate, tax and business law. Mr. Oestreicher received a B.S.
degree in Business Administration from City College of New York and a J.D.
degree from Fordham University School of Law.

CAROL R. KAUFMAN, 56, has served as a Director of the Company since
November 2000. Ms. Kaufman has been Vice President and Chief Administrative
Officer of The Cooper Companies, a medical device company, since October 1995
and was elected Vice President of Legal Affairs in March 1996. From January 1989
through September 1995, she served as Vice President, Secretary and Chief
Administrative Officer of Cooper Development Company, a healthcare and consumer
products company that was a former affiliate of The Cooper Companies. Ms.
Kaufman received her undergraduate degree from Boston University.

DOUGLAS B. GROB, 42, has served as a Director of the Company since August
2004. From 1994 to 2001, Mr. Grob was a Ph.D. student, teaching assistant and
research affiliate in the Department of Political Science at Stanford
University. From 2001 to 2002, Mr. Grob served as a Research Fellow at the
Asia-Pacific Research Center at Stanford University. In addition, from 2000 to
2002, Mr. Grob was a Visiting Scholar at the School of Law of Beijing
University. Since 2002, Mr. Grob has been an Assistant Professor in the
Department of Government and Politics at the University of Maryland. Mr. Grob
received an A.B. degree from the University of Pennsylvania, two Masters
degrees, and a Ph.D. in political science from Stanford University.

HOLLI HARRIS, 38, has served as a Director of the Company since August
2004. From 2000 to 2001, Ms. Harris served as Business Development Manager for
Frog Design Inc., an international industrial design firm. During 2001, Ms.
Harris was a Product Development Contractor for Johnson Controls, Inc., a
designer and manufacturer of automotive and facilities interior systems. During
2002, Ms. Harris was a Senior Licensing Manager for Illumigen Biosciences, Inc.,
which is in the business of proprietary genetic technologies. In 2003, Ms.
Harris was a Financial Analyst with Amgen Inc., an international biotechnology
and pharmaceutical firm. Currently, Ms. Harris is a Revenue Analyst for Corbis
Corporation, which is an international visual and image solutions provider. In
addition, Ms. Harris previously worked for the U.S. State Department at the U.S.
Embassy in Moscow. Ms. Harris has a dual degree in Russian and International
Relations from the University of California - Davis and an MBA in Finance from
the University of Michigan.

AUDIT COMMITTEE AND AUDIT COMMITTEE FINANCIAL EXPERT

The Board of Directors has a standing Audit Committee. The Board has
affirmatively determined that each director who serves on the Audit Committee is
independent, as the term is defined by applicable Nasdaq and Securities and
Exchange Commission ("SEC") rules. During fiscal 2005, the Audit Committee
consisted of Mr. Nilsson, Mr. Oestreicher and Ms. Kaufman. Mr. Nilsson, the
Chairman of the Audit Committee, was also an audit committee financial expert as
defined by SEC rules. The Audit Committee regularly meets with the Company's
independent registered public accounting firm outside the presence of
management.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934, as amended, requires
the Company's directors and executive officers, and persons who own more than
10% of the Company's capital stock, to file with the SEC initial reports of
ownership and reports of changes in ownership of Common Stock and other equity
securities of the Company. Officers, directors and greater than 10% stockholders
are required by SEC regulation to furnish the Company with copies of all Section
16(a) reports they file. To the Company's knowledge, based solely upon review of
the copies of such reports furnished to the Company during the one-year period
ended March 31, 2005, all Section 16(a) filing requirements applicable to its
officers, directors and greater than 10% stockholders were complied with.

CODE OF ETHICS

The Company has adopted a Code of Business Conduct, which is applicable to
all of its directors, officers and employees, including the principal executive
officer, the principal financial officer and the principal accounting officer.
Certain sections of the Code are also applicable to the Board of Directors. The
Code is available on the Company's website at WWW.CHINDEX.COM. The Company
intends to post amendments to or waivers from the Code to the extent applicable
to its chief executive officer, principal financial officer or principal
accounting officer.

ITEM 11. EXECUTIVE COMPENSATION

SUMMARY COMPENSATION TABLE

The following table sets forth information concerning the annual and long
term compensation during our last three fiscal years and the three month fiscal
period ended March 31, 2003 of our chief executive officer and other most highly
compensated executive officers whose salary and bonus for fiscal 2005 exceeded
$100,000 for services rendered in all capacities to us and our subsidiaries:

LONG TERM
ANNUAL COMPENSATION COMPENSATION
----------------------------------------- ------------
OTHER SECURITIES
ANNUAL UNDERLYING
NAME AND PRINCIPAL POSITION YEAR* SALARY BONUS COMPENSATION OPTIONS
--------------------------- ----- ------ ----- ------------ ------------
Roberta Lipson............ 2005 $199,255 $6,250 $140,833(a) $307,250(c)
Chief Executive Officer 2004 $184,437 -- $139,562(a)
and President 2003 $ 46,109 -- $ 38,444(a)
2002 $184,437 $25,000 $137,765(a)

Elyse Beth Silverberg..... 2005 $185,687 $6,250 $105,121(b) $307,250(c)
Executive Vice President 2004 $177,606 -- $ 99,062(b)
and Secretary 2003 $ 44,402 -- $ 24,750(b)
2002 $177,606 $25,000 $ 98,750(b)

Lawrence Pemble........... 2005 $180,869 $6,250 -- $307,250(c)
Executive Vice President 2004 $170,775 -- --
Finance 2003 $ 42,694 -- --
2002 $170,775 $25,000 --

Robert C. Goodwin, Jr..... 2005 $176,726 $6,250 -- $307,250(c)
Executive Vice President 2004 $167,244 -- --
Operations, Treasurer, 2003 $ 41,811 -- --
Assistant Secretary and 2002 $167,244 $25,000 --
General Counsel

-----------------
* Information is presented for our fiscal years ended March 31, 2005 and
March 31, 2004, the three months ended March 31, 2003, and our fiscal year
ended December 31, 2002. Effective April 1, 2003, we changed our fiscal
year end from December 31 to March 31.

(a) Includes tuition expenses for Ms. Lipson's sons in China in the amounts of
$38,300 in the year ended March 31, 2005, $36,600 in the year ended March
31, 2004, $13,694 in the three months ended March 31, 2003 and $36,475 in
the year ended December 31, 2002. Also includes rental expenses of $96,000
in each of the years presented and $24,000 in the three months ended March
31, 2003, for Ms. Lipson's housing in China. Also includes $3,313 and
$3,062 in the years ended March 31, 2005 and 2004, respectively, $750 in
the three months ended March 31, 2003 and $2,750 in the year ended
December 31, 2002, representing our matching contributions as deferred
compensation under our 401(k) plan.

(b) Includes rental expense in the amount of $96,000 in each of the years
presented and $24,000 in the three months ended March 31, 2003, for Ms.
Silverberg's housing in China. Also includes $3,313 and $3,062 in the
years ended March 31, 2005 and 2004, respectively, $750 in the three
months ended March 31, 2003, and $2,750 in the year ended December 31,
2002, representing our matching contribution as deferred compensation
under our 401(k) plan.

(c) Calculated based on a grant to each executive on April 26, 2004 of options
to purchase an aggregate of 25,000 shares of Common Stock and a closing
market price per share of the Common Stock on that date of $12.29.

OPTION GRANTS IN LAST FISCAL YEAR

INDIVIDUAL GRANTS
PERCENTAGE
OF TOTAL POTENTIAL
OPTIONS/ REALIZABLE VALUE
NUMBER OF SARS AT ASSUMED ANNUAL
SECURITIES GRANTED RATES OF STOCK
UNDERLYING TO EXERCISE PRICE APPRECIATION FOR
OPTIONS/SARS EMPLOYEES OR BASE OPTION TERM(c)
GRANTED IN FISCAL PRICE EXPIRATION
NAME (#) YEAR(b) (#/SH) DATE 5% ($) 10% ($)
----------- --------- -------- ---------- ------- -------
Roberta Lipson 25,000(a) 3.3% 13.75 4/26/09 $94,972 $209,863
Elyse Silverberg 25,000(a) 3.3% 12.50 4/26/14 $110,192 $307,260
Lawrence Pemble 25,000(a) 3.3% 12.50 4/26/14 $110,192 $307,260
Robert C. Goodwin, Jr. 25,000(a) 3.3% 12.50 4/26/14 $110,192 $307,260

-----------------

(a) Consists of (i) immediately exercisable options to purchase 15,000 shares
of Common Stock that are intended to be incentive stock options in
accordance with Section 422 of the Internal Revenue Code of 1986 and
non-qualified options otherwise; and (ii) options to purchase 10,000
shares of Common stock that are non-qualified and that were exercisable
50% immediately upon grant and 50% on the first anniversary thereof.

(b) Percentages are based on grants in fiscal 2005 to purchase an aggregate of
306,900 shares of our common stock pursuant to our 1994 Stock Option Plan.

(c) Potential realizable values are computed by multiplying the number of
shares of common stock subject to a given option by the assumed value of
our common stock, assuming that the aggregate stock value compounds from
the fair market value of the stock on the date of grant at the annual 5%
or 10% rate shown in the table for the entire term of the option and
subtracting from that result the aggregate option exercise price. These
numbers are calculated based on Securities and Exchange Commission
requirements and do not reflect our projection or estimate of future stock
price growth.

AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR END OPTION VALUES

The following table provides summary information concerning stock options
held as of March 31, 2005 by our chief executive officer and by the other
executive officers named in the summary compensation table above.

NUMBER OF VALUE OF
SECURITIES UNEXERCISED
UNDERLYING IN-THE-MONEY
UNEXERCISED OPTIONS
SHARES OPTIONS AT FISCAL AT FISCAL YEAR
ACQUIRED YEAR END END
ON VALUE EXERCISABLE/ EXERCISABLE/
NAME EXERCISE (#) REALIZED ($) UNEXERCISABLE UNEXERCISABLE(a)
---- ------------ ------------ ------------- ----------------
Roberta Lipson -- -- 121,800/0 $385,264/0
Elyse Silverberg -- -- 121,800/0 $385,264/0
Lawrence Pemble 5,000 26,350 100,000/0 $298,500/0
Robert C. Goodwin, Jr. -- -- 186,820/0 $654,546/0

-----------------

(a) Based on the closing price per share of $6.18 on March 31, 2005, the last
trading day of fiscal 2005.

PERFORMANCE GRAPH

The following table compares the cumulative return to holders of the
Company's Common Stock for the five years ended March 31, 2005 with the National
Association of Securities Dealers Automated Quotation System Market Index and an
index of companies with a market capitalization similar to that of the
Company's, for the same period. The comparison assumes $100 was invested at the

close of business on March 31, 2000 in the Company's Common Stock and in each of
the comparison groups, and assumes reinvestment of dividends. The Company paid
no cash dividends during the foregoing period.

The peer group selected by the Company includes companies with similar
market capitalization to that of the Company as of March 31, 2005. The Company
does not use a published industry or line-of-business basis, and does not
believe it could reasonably identify a different peer group. The companies that
comprise the peer group are the following: American Vantage Companies; Omni
Energy Services Corp.; Delcath Systems Inc.; Printware Inc.; Imagex Inc.; Regen
Biologics Inc.; Insteel Industries; Rit Technologies Ltd.; Law Enforcement
Associates Corp.; T/R Systems Inc.; Medwave Inc.; Wizzard Software Corp.; Mexco
Energy Corp.; Teledigital Inc.; Non Invasive Monitor; and New Century Companies,
Inc.

TOTAL RETURN TO SHAREHOLDER

(INCLUDES REINVESTMENT OF DIVIDENDS)

ANNUAL RETURN PERCENTAGE

YEARS ENDING
COMPANY NAME / INDEX MAR01 MAR02 MAR03 MAR04 MAR05
--------------------------------------------------------------------------------

CHINDEX INTERNATIONAL INC -13.27 19.51 -28.16 404.50 -38.75
NASDAQ U.S. INDEX -59.97 0.78 -26.60 47.59 0.67
PEER GROUP -79.79 -32.11 -29.21 167.39 18.69

INDEXED RETURNS

BASE YEARS ENDING
PERIOD
COMPANY NAME / INDEX MAR00 MAR01 MAR02 MAR03 MAR04 MAR05
---------------------------------------------------------------------------------

CHINDEX INTERNATIONAL INC 100 86.73 103.65 74.46 375.66 230.09
NASDAQ U.S. INDEX 100 40.03 40.34 29.61 43.71 44.00
PEER GROUP 100 20.21 13.72 9.71 25.98 30.83

PEER GROUP COMPANIES
---------------------------------------------------------------------------------

AMERICAN VANTAGE COMPANIES NON INVASIVE MONITOR
CHINDEX INTL INC OMNI ENERGY SERVICES CORP
DELCATH SYSTEMS INC PRINTWARE INC
IMAGEX INC REGEN BIOLOGICS INC
INSTEEL INDUSTRIES RIT TECHNOLOGIES LTD
LAW ENFORCEMENT ASSOCS CORP T/R SYSTEMS INC
MEDWAVE INC TELEDIGITAL INC
MEXCO ENERGY CORP WIZZARD SOFTWARE CORP
NEW CENTURY COMPANIES INC

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

EQUITY COMPENSATION PLAN INFORMATION

The following table contains a summary of the number of shares of our
Common Stock to be issued upon the exercise of options, warrants and rights
outstanding at March 31, 2005, the weighted-average exercise price of those
outstanding options, warrants and rights, and the number of additional shares of
our Common Stock remaining available for future issuance under our equity
compensation plans as of March 31, 2005. Effective April 27, 2004, our 1994
Stock Option Plan, under which all of the options described below were granted,
terminated by its terms. Consequently, no further options may be granted under
our 1994 Stock Option Plan as of the date of this prospectus. On September 1,
2004, our Board of Directors approved and on September 13, 2004, our
stockholders approved our 2004 Stock Incentive Plan. As of March 31, 2005, an
aggregate of 500,000 shares of our common stock was available for issuance under
the 2004 Stock Incentive Plan and no grants had been made thereunder.

---------------------------------------------------------------------------------------------
(a) (b) (c)
Number of Number of securities
securities to be Weighted-average remaining available
issued upon exercise exercise price for the future
of outstanding of outstanding issuance under equity
options, warrants options, warrants compensation plans
and rights and rights (excluding securities
Plan Category reflected in column (a))
---------------------------------------------------------------------------------------------

Equity compensation
plans approved by
security holders
o 1994 Stock
Option Plan 1,113,144 $4.85 0
o 2004 Incentive
Stock Plan 0 0 500,000
---------------------------------------------------------------------------------------------

Equity compensation
plans not approved by
security holders N/A N/A N/A
---------------------------------------------------------------------------------------------

SECURITY OWNERSHIP TABLE

The following table sets forth information as to the ownership of shares
of the Company's Common Stock and Class B Common Stock as of July 29, 2005 with
respect to (i) holders known to the Company to beneficially own more than five
percent (5%) of the outstanding Common Stock or the Class B Common Stock, (ii)
each director, (iii) the Company's Chief Executive Officer and each other
executive officer whose annual cash compensation for fiscal 2005 exceeded
$100,000 and (iv) all directors and executive officers of the Company as a
group.

AMOUNT AND NATURE
OF BENEFICIAL
OWNERSHIP(b)(c) PERCENT OF
-------------------- -------------------------------
NAME AND ADDRESS OF CLASS B CLASS B
BENEFICIAL COMMON COMMON COMMON COMMON
STOCKHOLDER(a) STOCK STOCK(d) STOCK STOCK COMBINED(e)
-------------- ------ -------- ------ ------- -----------
Roberta Lipson.......... 126,679(f) 440,000(g) 2.2% 56.8% 26.3%
Elyse Beth Silverberg... 146,639(h) 260,500 2.5 33.6 16.2
Lawrence Pemble......... 103,015(i) 74,500 1.8 9.6 5.3
Robert C. Goodwin, Jr... 194,328(j) -- 3.3 -- 1.8
Julius Y. Oestreicher... 135,532(k) -- 2.4 -- 1.3
A. Kenneth Nilsson...... 138,532(l) -- 2.4 -- 1.3
Carol R. Kaufman........ 75,360(m) -- 1.3 -- *
Douglas B. Grob......... 6,030(n) -- * -- *
Holli Harris............ 6,000(o) -- * -- *
Neon Liberty Capital
Management LLC
230 Park Avenue,
Suite 865
New York, NY 10169... 341,690(p) -- 6.0 -- 3.3
Federated Kaufmann
Fund, a portfolio of
Federated Equity
Funds
140 East 45th
Street,
43rd Floor
New York, NY 10017... 670,200(q) -- 11.7 -- 6.5
Barclays Global
Investors, N.A.
45 Fremont Street,
17th Floor
San Francisco, CA
94105 313,585(r) -- 5.5 -- 3.0
All executive officers
and directors as a
group (9 persons)... 932,115(s) 775,000 13.5 100.0 49.5

-----------------

* Less than 1%.

(a) Unless otherwise indicated, the business address of each person named in
the table is c/o Chindex International, Inc., 7201 Wisconsin Avenue,
Bethesda, Maryland 20814.

(b) Except as otherwise indicated, each of the parties listed has sole voting
and investment power with respect to all shares indicated below.

(d) Our Common Stock is entitled to one vote per share and our Class B Common
Stock is entitled to six votes per share.

(e) Indicates percentage voting power represented by beneficial ownership when
the Class B Common Stock and Common Stock vote together, based on total
outstanding as of July 29, 2005 of 775,000 shares of Class B Common Stock
and 5,728,443 shares of Common Stock.

(f) Includes 125,467 shares underlying options that are currently exercisable
with respect to all of the underlying shares.

(g) Includes 20,000 shares held by each of the Ariel Benjamin Lee Trust,
Daniel Lipson Plafker Trust and Jonathan Lipson Plafker Trust, all of
which Ms. Lipson is a trustee.
(h) Includes 125,467 shares underlying options that are currently exercisable.

(i) Includes 96,867 shares underlying options that are currently exercisable.

(j) Includes 187,820 shares underlying options that are currently.

(k) Represents shares underlying options that are currently exercisable.

(l) Includes 132,480 shares underlying options that are currently exercisable.

(m) Represents shares underlying options that are currently exercisable.

(n) Represents shares underlying options that are currently exercisable.

(o) Represents shares underlying options that are currently exercisable.

(p) The amount and nature of beneficial ownership of these shares by Neon
Liberty Capital Management LLC is based solely on a Schedule 13G filed by
it with the Commission. The Schedule 13G indicates that the following
natural persons share investment decisions over our shares owned by Neon
Liberty Capital Management LLC: Satyen Mehta, Alejandro Baez-Sacasa and
Fang Zheng. We have no independent knowledge of the accuracy or
completeness of the information set forth in the Schedule 13G, but have no
reason to believe that such information is not complete or accurate.

(q) Federated Kaufmann Fund ("FKF") is a portfolio of Federated Equity Funds,
a registered investment company. The parent holding company of FKF's
advisors is Federated Investors Inc. FKF's advisor is Federated Equity
Management Company of Pennsylvania ("FEMCPA") which has delegated daily
management of the fund's assets to Federated Global Investment Management
Corp.("FGIMC"), as subadvisor. While the officers and directors of FEMCPA
have dispositive power over FKF's portfolio securities, they customarily
delegate this dispositive power, and therefore the day to day dispositive
decisions are made by the portfolio managers of FKF, currently, Lawrence
Auriana and Hans P. Utsch. Messrs. Auriana and Utsch disclaim any
beneficial ownership of the shares. With respect to voting power, FKF has
delegated the authority to vote proxies to FEMCPA. FEMCPA has established
a Proxy Voting Committee to cast proxy votes on behalf of FKF in
accordance with proxy voting policies and procedure approved by FKF. The
amount and nature of beneficial ownership of these shares by FKF is based
solely on a Schedule 13G filed by it with the Commission. We have no
independent knowledge of the accuracy or completeness of the information
set forth in the Schedule 13G, but have no reason to believe that such
information is not complete or accurate.

(r) The amount and nature of beneficial ownership of these shares by Barclays
Global Investors, N.A. is based solely on a Schedule 13G filed by it with
the Commission. We have no independent knowledge of the accuracy or
completeness of the information set forth in the Schedule 13G, but have no
reason to believe that such information is not complete or accurate.

(s) Includes 839,792 underlying options that are currently exercisable with
respect to all of the underlying shares.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

Not applicable.

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

During the last two fiscal years, the aggregate fees billed by BDO
Seidman, LLP were as follows:

Fiscal Year Fiscal Year
Ended March 31, Ended March 31,
2005 2004(a)
--------------- ---------------
Audit Fees: (b).......... $305,100 $ 0
Audit-Related Fees: (c).. 39,700 0
Tax Fees: (d)............ 20,100 0
-------- --------
Total...................... $364,900 $ 0
-------- --------

(a) During the fiscal year ended March 31, 2004, the Company's principal
accountant was Ernst & Young LLP, which billed aggregate fees during that
year of: audit fees of $135,000, audit-related fees of $145,545 and tax
fees of $36,300, for a total of $316,845.

(b) Represents fees for professional services provided in connection with the
audit of our annual financial statements and review of our quarterly
financial statements, advice on accounting matters that arose during the
audit and audit services provided in connection with other statutory or
regulatory filings.

(c) Represents fees in each year for services provided in connection with a
Company registration statement declared effective by the SEC in such year
and other miscellaneous items not otherwise included in the categories
above

(d) Represents fees for international and U.S. tax planning and compliance
services as well as consultations and assistance surrounding matters with
various income and sales tax authorities.

The Audit Committee has determined that the provision by BDO Seidman LLP
of non-audit services is compatible with maintaining the independence of BDO
Seidman LLP. In accordance with its charter, the Audit Committee approves in
advance all audit and non-audit services to be provided by BDO Seidman LLP. In
certain cases, the Audit Committee may delegate authority to pre-approve
non-audit services on a preliminary basis to one or more members of the Audit
Committee, provided that such pre-approvals are communicated to the full
Committee at its next meeting. During fiscal 2005, all services were
pre-approved by Audit Committee in accordance with this policy.

PART IV

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a)(3) Exhibits

The following exhibits are filed as part of this Report:

31.4 Certification of Chief Executive Officer pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002.

31.5 Certification of Chief Financial Officer pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002.

31.6 Certification of Chief Accounting Officer pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002.

SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the Company
caused this Form 10-K/A to be signed on its behalf by the undersigned, thereunto
duly authorized.

CHINDEX INTERNATIONAL, INC.

July 29, 2005 By: /S/ ROBERT C. GOODWIN
----------------------
Robert C. Goodwin, Jr.
Executive Vice President and
General Counsel