As filed with the Securities and Exchange Commission on November 5, 2004.
Registration Statement 333-119642
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 1
TO FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
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PATIENT INFOSYSTEMS, INC.
(Exact name of registrant as specified in its charter)
Delaware 16-1476509
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(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
46 Prince Street, Rochester, New York 14607
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(Address of principal executive offices) (Zip Code)
PATIENT INFOSYSTEMS, INC. STOCK OPTION PLAN
(Full title of the plan)
Mr. Roger Louis Chaufournier
President and Chief Executive Officer
46 Prince Street
Rochester, New York 14607
(Name and address of agent for service)
(716) 242-7200
(Telephone number, including area code, of agent for service)
Copy to:
Jeffrey A. Baumel, Esq.
McCarter & English, LLP.
Four Gateway Center
100 Mulberry St.
Newark, New Jersey 07102
(973) 639-5904
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EXPLANATORY NOTE
This Post-Effective Amendment No. 1 to Registration Statement No.
333-119642 contains the form of re-offer prospectus to be used by the recipient
of a warrant to purchase 50,000 shares of the Registrant's common stock and
certain participants in the Patient Infosystems, Inc. Stock Option Plan (the
"Plan") in order to permit such persons to sell or otherwise dispose of the
Registrant's common stock received upon exercise of such warrant or options
received under the Plan.
Prospectus
PATIENT INFOSYSTEMS, INC.
3,360,000 Shares of Common Stock
This prospectus relates to the reoffer and resale by certain selling
stockholders of shares of our common stock that were issued or may be issued by
us to the selling stockholders upon the exercise of stock options granted under
the Patient Infosystems, Inc. Stock Option Plan or upon the exercise of an
outstanding warrant to purchase 50,000 shares of our common stock. We will not
receive any of the proceeds from such resales, except for the exercise price in
connection with the exercise of options or the warrant.
The selling stockholders have advised us that the resale of their shares
may be effected from time to time in one or more transactions on the OTC
Bulletin Board, in negotiated transactions or otherwise, at market prices
prevailing at the time of the sale or at prices otherwise negotiated. See "Plan
of Distribution." We will bear all expenses in connection with the preparation
of this prospectus.
Our common stock is currently listed on the OTC Bulletin Board under the
symbol "PATY." On November 4, 2004, the last reported sale price of our common
stock on the OTC Bulletin Board was $2.20 per share.
Investing in our common stock involves risks. Please read the "Risk
Factors" section beginning on page 2 to read about certain risks that you should
consider before purchasing shares of our common stock.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or passed upon the
adequacy or accuracy of this prospectus. Any representation to the contrary is a
criminal offense.
The date of this Prospectus is November 5, 2004
SUMMARY
Our Company
We are a health management solutions company which primarily engages in
integrating clinical expertise with advanced Internet, call center and data
management capabilities. We have evolved to offer a comprehensive portfolio of
products and services designed to improve patient clinical outcomes and quality
of life, reduce healthcare costs and facilitate patient-provider-payor
communication. These products are now marketed under the label Care Team Connect
for Health. On December 31, 2003, we acquired the assets and assumed the
liabilities of American Caresource Corporation. We placed the operational assets
and liabilities into a wholly-owned subsidiary, American Caresource Holdings.
Our principal executive offices are located at 46 Prince Street, Rochester,
New York 14607 and our telephone number is (585) 242-7200. We are incorporated
under the laws of Delaware. Our Internet address is www.ptisys.com. The
information on our web site is not incorporated by reference into, and does not
constitute part of, this prospectus.
Recent Developments
On September 22, 2004, we acquired all of the outstanding capital stock of
CBCA Care Management, Inc. The purchase price for the acquisition was $7.1
million in cash, subject to adjustment. The acquisition was funded through an
increase of $4 million to an existing line of credit from Wells Fargo Bank, N.A.
The entire $7 million line of credit was extended an additional 12 months to
July 2006. The variable interest rate is currently 3.75%. The line of credit was
guaranteed by John Pappajohn and Derace Schaffer, members of the board of
directors, who received warrants to purchase 700,000 and 100,000 shares of our
common stock, respectively, for $1.86 per share in consideration of their
agreement to provide the guarantees for the additional $4 million. John
Pappajohn and Derace Schaffer also received warrants to purchase 116,667 and
83,333 shares of our common stock, respectively, for $1.86 per share in
consideration of their agreement to provide the guarantees for the extended term
of the line of credit.
The Offering
Shares of This prospectus relates to the reoffer by the selling
Common Stock stockholders of shares of our common stock, which they may
Offered acquire upon the exercise of options issued or to be issued
under our Stock Option Plan or upon exercise of a warrant to
purchase 50,000 shares of our common stock.
Use of Proceeds We will not receive any proceeds from the sale of the common
stock offered by the selling stockholders. However, we will
receive the exercise price paid by selling stockholders upon
the exercise of options or the warrant. We will use such
funds for working capital and general corporate purposes.
OTC Bulletin PATY
Board Symbol
RISK FACTORS
Prospective investors should carefully consider the following factors, in
addition to the other information contained in this prospectus, in connection
with an investment in our common stock. This prospectus contains certain
forward-looking statements, which involve risks and uncertainties. Our actual
results could differ materially from those anticipated in the forward-looking
statements as a result of certain factors, including those set forth below and
elsewhere in this prospectus. An investment in our common stock involves a high
degree of risk and is suitable only for investors who can afford to lose their
entire investment.
We face working capital shortfalls and have an urgent need for working capital.
If we are unable to obtain sufficient working capital, we may face possible
cessation of operations. Our auditors have expressed uncertainty regarding our
ability to continue as a going concern.
Patient Infosystems has never earned a profit and has depended upon the
over $30 million that Patient Infosystems has raised to date through its initial
public offering, private placements of its equity securities and debt, to fund
its working capital requirements. Patient Infosystems incurred an operating loss
of approximately $0.6 million with a net loss of approximately $3.4 million for
the year ended December 31, 2003 and had an approximate $2.8 million deficit in
working capital and shareholders' equity of approximately $2 million at December
31, 2003. As of December 31, 2003, Patient Infosystems had total liabilities of
$7,174,782 and a working capital deficit of $2,808,649. Since May 2003, Patient
Infosystems' operation has been supported substantially by its operational cash
flow. On December 31, 2003, Patient Infosystems acquired the assets of and
assumed the liabilities for American Caresource Corporation and placed the
operational assets and liabilities into a wholly-owned subsidiary, American
Caresource Holdings, Inc. ("ACS"). It is anticipated that ACS will require
significant additional working capital until it can fund its operational needs
from operational cash flow, if at all. Existing working capital will last no
more than a few months, and Patient Infosystems anticipates that it will be
required to raise at least an additional $2 million in 2004 to sustain the
operation of ACS. As with any forward-looking projection, no assurances can be
given concerning the outcome of Patient Infosystems' actual financial status
given the substantial uncertainties that exist. There can be no assurances that
Patient Infosystems can raise either the required working capital through the
sale of its securities or that Patient Infosystems can borrow the additional
amounts needed. If it is unable to identify additional sources of capital,
Patient Infosystems will likely be forced to curtail its operations or the
operations of ACS. As a result of the above, the Auditors' Report on Patient
Infosystems' consolidated financial statements includes an emphasis paragraph
indicating that Patient Infosystems' recurring losses from operations and
negative working capital raise substantial doubt about its ability to continue
as a going concern. The accompanying consolidated financial statements do not
include any adjustments that might result from the outcome of this uncertainty.
ACS' has a history of operating losses.
ACS has incurred losses in each of the past four years and has not, since
its inception, operated profitability. There can be no assurance that the
acquisition of ACS will result in an increase in revenue or cash flows of
Patient Infosystems.
ACS has received written notification of the termination of contractual
relations from Pinnacol Assurance and two of its other customers which in the
aggregate accounted for over 56% of ACS' revenues during the fiscal year ended
December 31, 2003. The termination of these contracts will result in a
significant reduction of ACS' revenues. Although a variety of reasons may be
provided for the termination of each of the customer agreements, the termination
of such an extensive amount of customer business may reflect a substantial level
of customer dissatisfaction with the services provided by ACS. Although Patient
Infosystems believes that it can provide assistance to ACS and that in
combination with Patient Infosystems, ACS will be able to provide better
services, no assurance can be given that more customers will not terminate their
relationships with ACS following the closing of the Acquisition. In addition,
ACS generally does not have long-term contracts with its other customers.
Significant declines in the level of use of ACS services by one or more of its
remaining customers could have a material adverse effect on ACS' business and
results of operations. Additionally, an adverse change in the financial
condition of any of these customers, including an adverse change as a result of
a change in governmental or private reimbursement programs, could have a
material adverse effect on its business.
We have a history of operating losses and continued limited patient enrollment.
Patient Infosystems has incurred losses in every quarter since its
inception in February 1995. Patient Infosystems' ability to operate profitably
is dependent upon its ability to develop and market its products in an
economically successful manner. To date, Patient Infosystems has been unable to
do so. No assurances can be given that Patient Infosystems will be able to
generate revenues or ever operate profitably in the future.
Patient Infosystems' prospects must be considered in light of the numerous
risks, expenses, delays and difficulties frequently encountered in an industry
characterized by intense competition, as well as the risks inherent in the
development of new programs and the commercialization of new services
particularly given its failure to date to operate profitably. There can be no
assurance that Patient Infosystems will achieve recurring revenue or
profitability on a consistent basis, if at all.
Patient Infosystems currently has patients enrolled in its disease-specific
programs. Through January 2004, an aggregate of approximately 775,000 persons
have been enrolled in Patient Infosystems' programs. While Patient Infosystems
has been able to enroll a sufficient number of patients to cover the cost of its
programs, it still has not been able to generate sufficient operational margin
to achieve a net profit.
Our customers are highly concentrated.
During 2000, a significant customer ceased operation of services supplied
by Patient Infosystems, which had a material adverse effect on the results of
operations. As of December 31, 2003, Patient Infosystems now has more customers
than it did at December 31, 2001 or 2002. While the customer base is more
diverse, there is still a significant concentration of Patient Infosystems'
business in a small number of customers, with several of Patient Infosystems'
most significant contracts being with IHI, CBCA and CHA Health. Patient
Infosystems expects that its sale of services will be concentrated in a small
number of customers for the foreseeable future. Consequently, the loss of any
one of its customers could have a material adverse effect on Patient Infosystems
and its operations. There can be no assurance that customers will maintain their
agreements with Patient Infosystems, enroll a sufficient number of patients in
the programs developed by Patient Infosystems for Patient Infosystems to achieve
or maintain profitability, or that customers will renew their contracts upon
expiration, or on terms favorable to, Patient Infosystems.
ACS' five largest customers (including its non-continuing customers)
account for approximately 85% of its revenues. In addition, ACS does not have
long-term contracts with its customers. The loss of one or more of these
customers, or an adverse change in the financial condition of one or more of
these customers, could have a material adverse effect on the business and
results of operations of Patient Infosystems.
The raising of additional capital may dilute your ownership of our stock.
As Patient Infosystems seeks additional financing or purchases, it is
likely that it will issue a substantial number of additional shares that may be
extremely dilutive to the current stockholders and require substantial and
material charges to earnings which will impact the net loss attributable to the
common shareholders. As a result, the value of outstanding shares of common
stock could decline further.
We have no independent directors and will likely encounter difficulty in
obtaining independent directors.
The Board of Directors of Patient Infosystems now only consists of three
persons. One director, Mr. Chaufournier, is also the Chief Executive Officer of
Patient Infosystems. There are no independent directors. It is anticipated that
it will be difficult to attract additional independent directors to join the
Board of Directors. Patient Infosystems is seeking to identify additional
persons who can serve as independent members of the Board of Directors and who
may serve as members of its Audit Committee.
Our services agreements are generally terminable upon short notice.
Patient Infosystems' current services agreements with its customers
generally automatically renew and may be terminated by those customers without
cause upon notice of between 30 and 90 days. In general, customer contracts may
include significant performance criteria and implementation schedules for
Patient Infosystems. Failure to satisfy such criteria or meet such schedules
could result in termination of the agreements.
Our services incorporate a new concept which may not be widely accepted and we
may encounter limitations on our commercialization strategy.
In connection with the commercialization of Patient Infosystems' health
information system, Patient Infosystems is marketing relatively new services
designed to link patients, health care providers and payors in order to provide
specialized disease management services for targeted chronic diseases. However,
at this time, services of this type have not gained general acceptance from
Patient Infosystems' customers. This is still perceived to be a new business
concept in an industry characterized by an increasing number of market entrants
who have introduced or are developing an array of new services. As is typical in
the case of a new business concept, demand and market acceptance for newly
introduced services are subject to a high level of uncertainty, and there can be
no assurance as to the ultimate level of market acceptance for Patient
Infosystems' system, especially in the health care industry, in which the
containment of costs is emphasized. Because of the subjective nature of patient
compliance, Patient Infosystems may be unable, for an extensive period of time,
to develop a significant amount of data to demonstrate to potential customers
the effectiveness of its services. Even after such time, no assurance can be
given that Patient Infosystems' data and results will be convincing or
determinative as to the success of its system. There can be no assurance that
increased marketing efforts and the implementation of Patient Infosystems'
strategies will result in market acceptance for its services or that a market
for Patient Infosystems' services will develop or not be limited.
Our success depends upon the accuracy of information provided by patients.
The ability of Patient Infosystems to monitor and modify patient behavior
and to provide information to health care providers and payors, and consequently
the success of Patient Infosystems' disease management system, is dependent upon
the accuracy of information received from patients. Patient Infosystems has not
taken and does not expect that it will take, specific measures to determine the
accuracy of information provided to Patient Infosystems by patients regarding
their medical histories. No assurance can be given that the information provided
to Patient Infosystems by patients will be accurate. To the extent that patients
have chosen not to comply with prescribed treatments, such patients might
provide inaccurate information to avoid detection. Because of the subjective
nature of medical treatment, it will be difficult for Patient Infosystems to
validate or confirm any such information. In the event that patients enrolled in
Patient Infosystems' programs provide inaccurate information to a significant
degree, Patient Infosystems would be materially and adversely affected.
Furthermore, there can be no assurance that patient interventions by Patient
Infosystems will be successful in modifying patient behavior, improving patient
health or reducing costs in any given case. Many potential customers may seek
data from Patient Infosystems with respect to the results of its programs prior
to retaining it to develop new disease management or other health information
programs. Patient Infosystems' ability to market its system to new customers may
be limited if it is unable to demonstrate successful results for its programs.
Our market is highly competitive. Competitive pressures may adversely affect our
operating results.
The market for health care information products and services is intensely
competitive and we expect this competition to increase. Patient Infosystems
competes with various companies in each of its disease target markets. Many of
Patient Infosystems' competitors have significantly greater financial,
technical, product development and marketing resources than Patient Infosystems.
Furthermore, other major information, pharmaceutical and health care companies
not presently offering disease management or other health care information
services may enter the markets in which Patient Infosystems intends to compete.
In addition, with sufficient financial and other resources, many of these
competitors may provide services similar to those of Patient Infosystems without
substantial barriers. Patient Infosystems does not possess any patents with
respect to its integrated information capture and delivery system.
Patient Infosystems' competitors include specialty health care companies,
health care information system and software vendors, health care management
organizations, pharmaceutical companies and other service companies within the
health care industry. Many of these competitors have substantial installed
customer bases in the health care industry and the ability to fund significant
product development and acquisition efforts. Patient Infosystems also competes
against other companies that provide statistical and data management services,
including clinical trial services to pharmaceutical companies.
Patient Infosystems believes that the principal competitive factors in its
market are the ability to link patients, health care providers and payors, and
provide the relevant health care information at an acceptable cost. In addition,
Patient Infosystems believes that the ability to anticipate changes in the
health care industry and identify current needs are important competitive
factors. There can be no assurance that competitive pressures will not have a
material adverse effect on Patient Infosystems.
Our quarterly operating results have been, and may continue to be, volatile.
Patient Infosystems' results of operations have fluctuated significantly
from quarter to quarter as a result of a number of factors, including the volume
and timing of sales and the rate at which customers implement disease management
and other health information programs within their patient populations.
Accordingly, Patient Infosystems' future operating results are likely to be
subject to variability from quarter to quarter and could be adversely affected
in any particular quarter.
We are dependent upon data processing capabilities and telecommunications.
The business of Patient Infosystems is dependent upon its ability to store,
retrieve, process and manage data and to maintain and upgrade its data
processing capabilities. Interruption of data processing capabilities for any
extended length of time, loss of stored data, programming errors, other computer
problems or interruptions of telephone service could have a material adverse
effect on the business of Patient Infosystems.
We may have difficulty integrating the business of ACS with existing operations.
The acquisition of ACS will involve the integration of a company that has
previously operated in an entirely different business than that of Patient
Infosystems. Patient Infosystems cannot assure you that the integration of
Patient Infosystems with ACS will be successfully completed without encountering
difficulties or experiencing the loss of key Patient Infosystems or ACS
employees, customers or suppliers, or that the benefits from such integration
will be realized. In addition, Patient Infosystems cannot assure you that the
management teams of ACS and Patient Infosystems will be able to successfully
work with each other.
We are subject to extensive government regulation.
The health care industry, including the current business of Patient
Infosystems and the expanded operations of Patient Infosystems, including the
business of ACS, is subject to extensive regulation by both the Federal and
state governments. A number of states have extensive licensing and other
regulatory requirements applicable to companies that provide health care
services. Additionally, services provided to health benefit plans in certain
cases are subject to the provisions of the Employee Retirement Income Security
Act of 1974, as amended ("ERISA") and may be affected by other state and Federal
statutes. Generally, state laws prohibit the practice of medicine and nursing
without a license. Many states interpret the practice of nursing to include
health teaching, health counseling, the provision of care supportive to, or
restorative of, life and well being and the execution of medical regimens
prescribed by a physician. Accordingly, to the extent that Patient Infosystems
assists providers in improving patient compliance by publishing educational
materials or providing behavior modification training to patients, such
activities could be deemed by a state to be the practice of medicine or nursing.
Although Patient Infosystems has not conducted a survey of the applicable law in
all 50 states, it believes that it is not engaged in the practice of medicine or
nursing. There can be no assurance, however, that Patient Infosystems'
operations will not be challenged as constituting the unlicensed practice of
medicine or nursing. If such a challenge were made successfully in any state,
Patient Infosystems could be subject to civil and criminal penalties under such
state's law and could be required to restructure its contractual arrangements in
that state. Such results or the inability to successfully restructure its
contractual arrangements could have a material adverse effect on Patient
Infosystems.
Patient Infosystems is subject to state laws governing the confidentiality
of patient information. A variety of statutes and regulations exist to safeguard
privacy and regulating the disclosure and use of medical information. State
constitutions may provide privacy rights and states may provide private causes
of action for violations of an individual's "expectation of privacy." Tort
liability may result from unauthorized access and breaches of patient
confidence. Patient Infosystems intends to comply with state law and regulations
governing medical information privacy.
In addition, on August 21, 1996 Congress passed the Health Insurance
Portability and Accountability Act of 1996 ("HIPAA"), P.L. 104-191. This
legislation required the Secretary of the Department of Health and Human
Services to adopt national standards for electronic health transactions and the
data elements used in such transactions. The Secretary is required to adopt
safeguards to ensure the integrity and confidentiality of such health
information. Violation of the standards is punishable by fines and, in the case
of negligent or intentional disclosure of individually identifiable health
information, imprisonment. The Secretary has promulgated final rules addressing
the standards, however, the implementation time line extends into 2003 and
beyond. Although Patient Infosystems intends to comply with all applicable laws
and regulations regarding medical information privacy, failure to do so could
have an adverse effect on Patient Infosystems' business.
Patient Infosystems and its customers may be subject to Federal and state
laws and regulations that govern financial and other arrangements among health
care providers. These laws prohibit certain fee splitting arrangements among
health care providers, as well as direct and indirect payments, referrals or
other financial arrangements that are designed to induce or encourage the
referral of patients to, or the recommendation of, a particular provider for
medical products and services. Possible sanctions for violation of these
restrictions include civil and criminal penalties. Specifically, HIPAA increased
the amount of civil monetary penalties from $2,000 to $10,000. Criminal
penalties range from misdemeanors, which carry fines of not more than $10,000 or
imprisonment for not more than one year, or both, to felonies, which carry fines
of not more than $25,000 or imprisonment for not more than five years, or both.
Further, criminal violations may result in permanent mandatory exclusions and
additional permissive exclusions from participation in Medicare and Medicaid
programs.
Furthermore, Patient Infosystems and its customers may be subject to
federal and state laws and regulations governing the submission of false
healthcare claims to the government and private payers. Possible sanctions for
violations of these laws and regulations include minimum civil penalties between
$5,000-$10,000 for each false claim and treble damages.
Regulation in the health care field is constantly evolving. Patient
Infosystems is unable to predict what government regulations, if any, affecting
its business may be promulgated in the future. Patient Infosystems' business
could be adversely affected by the failure to obtain required licenses and
governmental approvals, comply with applicable regulations or comply with
existing or future laws, rules or regulations or their interpretations.
We may be adversely affected by significant changes in the health care industry.
The health care industry is subject to changing political, economic and
regulatory influences that may affect the procurement practices and operations
of health care industry participants. Several lawmakers have announced that they
intend to propose programs to reform the U.S. health care system. These programs
may contain proposals to increase governmental involvement in health care, lower
reimbursement rates and otherwise change the operating environment for Patient
Infosystems and its targeted customers. Health care industry participants may
react to these proposals and the uncertainty surrounding such proposals by
curtailing or deferring certain expenditures, including those for Patient
Infosystems' programs. Patient Infosystems cannot predict what impact, if any,
such changes in the health care industry might have on its business, financial
condition and results of operations. In addition, many health care providers are
consolidating to create larger health care delivery enterprises with greater
regional market power. As a result, the remaining enterprises could have greater
bargaining power, which may lead to price erosion of Patient Infosystems'
programs. The failure of Patient Infosystems to maintain adequate price levels
could have a material adverse effect on its business.
We are dependent on our customers for marketing and patient enrollment.
Patient Infosystems has limited financial, personnel and other resources to
undertake extensive marketing activities. One element of Patient Infosystems'
marketing strategy involves marketing specialized disease management programs to
pharmaceutical companies and managed care organizations, with the intent that
those customers will market the program to parties responsible for the payment
of health care costs, who will enroll patients in the programs. Accordingly,
Patient Infosystems, will to a degree, be dependent upon its customers, over
whom it has no control, for the marketing and implementation of its programs and
for the receipt of valid patient information. The timing and extent of patient
enrollment is completely within the control of Patient Infosystems' customers.
Patient Infosystems has faced difficulty in receiving reliable patient
information from certain customers, which has hampered its ability to complete
certain of its projects. To the extent that an adequate number of patients are
not enrolled in the program, or enrollment of initial patients by a customer is
delayed for any reason, Patient Infosystems' revenue may be insufficient to
support its activities.
We are controlled by our executive officers, directors and significant
stockholders.
The executive officers, directors and certain stockholders of Patient
Infosystems who beneficially own in the aggregate approximately 87.5% of the
outstanding common stock control Patient Infosystems. As a result of such
ownership, these stockholders, in the event they act in concert, will have
control over the management policies of Patient Infosystems and all matters
requiring approval by the stockholders of Patient Infosystems, including the
election of directors.
We face potential medical liability claims. We may not have sufficient insurance
to cover such claims.
Patient Infosystems will provide information to health care providers and
managed care organizations upon which determinations affecting medical care will
be made. As a result, it could share in potential liabilities for resulting
adverse medical consequences to patients. In addition, Patient Infosystems could
have potential legal liability in the event it fails to record or disseminate
correctly patient information. Patient Infosystems maintains an errors and
omissions insurance policy with coverage of $5 million in the aggregate and per
occurrence. Although Patient Infosystems does not believe that it will directly
engage in the practice of medicine or direct delivery of medical services and
has not been a party to any such litigation, it maintains a professional
liability policy with coverage of $5 million in the aggregate and per
occurrence. There can be no assurance that Patient Infosystems' procedures for
limiting liability have been or will be effective, that Patient Infosystems will
not be subject to litigation that may adversely affect Patient Infosystems'
results of operations, that appropriate insurance will be available to it in the
future at acceptable cost or at all or that any insurance maintained by Patient
Infosystems will cover, as to scope or amount, any claims that may be made
against Patient Infosystems.
Any inability to adequately protect our intellectual property could harm our
competitive position.
Patient Infosystems considers its methodologies, processes and know-how to
be proprietary. Patient Infosystems seeks to protect its proprietary information
through confidentiality agreements with its employees. Patient Infosystems'
policy is to have employees enter into confidentiality agreements that contain
provisions prohibiting the disclosure of confidential information to anyone
outside Patient Infosystems. In addition, the policy requires employees to
acknowledge, and, if requested, assist in confirming Patient Infosystems'
ownership of any new ideas, developments, discoveries or inventions conceived
during employment, and requires assignment to Patient Infosystems of proprietary
rights to such matters that are related to Patient Infosystems' business.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This prospectus contains many forward-looking statements that involve
substantial risks and uncertainties. You can identify these statements by
forward-looking words such as "may," "will," "expect," "anticipate," "believe,"
"estimate," and "continue" or similar words. You should read statements that
contain these words carefully because they discuss our future expectations,
contain projections of our future operating results or of our financial
condition or state other "forward-looking" information.
We believe in the importance of communicating our future expectations to
our investors. However, we may be unable to accurately predict or control events
in the future. The factors listed in the sections captioned "Risk Factors" and
"Management's Discussion and Analysis or Plan of Operations," as well as any
other cautionary language in this prospectus, provide examples of risks,
uncertainties and events that may cause our actual results to differ materially
from the expectations we describe in our forward-looking statements.
SELLING STOCKHOLDERS
This prospectus relates to the reoffer and resale of shares issued or that
may be issued to the selling stockholders under our Stock Option Plan or upon
exercise of an outstanding warrant to purchase 50,000 shares of our common
stock. This prospectus also relates to such indeterminate number of additional
shares of our common stock that may be acquired by the selling stockholders as a
result of the anti-dilution provisions of the Plan. There can be no assurance
that the selling stockholders will sell any or all of such shares. All of the
selling stockholders are officers, directors, employees or consultants of our
company.
The following table sets forth (i) the number of shares of our common stock
beneficially owned by each selling stockholder as of the date of this
prospectus, (ii) the number of shares of our common stock to be offered for
resale by each selling stockholder and (iii) the number and percentage of shares
of our common stock that each selling stockholder will beneficially own after
completion of this offering, assuming that all shares that may be offered for
resale are sold. The number of shares offered for sale by each selling
stockholder may be updated in, and additional individuals who receive shares
issued or issuable under the Plan may be added as selling stockholders hereunder
by, supplements and/or amendments to this prospectus, which will be field with
the Securities and Exchange Commission ("SEC") in accordance with Rule 424(b) of
the Securities Act.
Shares of Shares Being
Common Stock Shares Ownership
Beneficially Offered Under Beneficially Owned Percent After
Name Owned This Prospectus After the Offering the Offering
----------- ---------------- --------------- ------------------ ----------------
Mark Bodnar 42,927 50,000 42,927 Less than 1%
Plan Of Distribution
The selling stockholders and any of their pledgees, donees, transferees,
assignees or other successors-in-interest may, from time to time, sell any or
all of the shares of common stock offered hereby on any stock exchange, market
or trading facility on which the shares are traded or in private transactions.
Our common stock currently trades on the OTC Bulletin Board. Any sales by the
selling stockholders may be at fixed or negotiated prices. The selling
stockholders may use any one or more of the following methods when selling
shares:
o ordinary brokerage transactions and transactions in which the
broker-dealer solicits purchasers;
o block trades in which the broker-dealer will attempt to sell the
shares as agent but may position and resell a portion of the block as
principal to facilitate the transaction;
o purchases by a broker-dealer as principal and resale by the
broker-dealer for its account;
o an exchange distribution in accordance with the rules of the
applicable exchange;
o privately negotiated transactions;
o short sales;
o broker-dealers may agree with the selling stockholders to sell a
specified number of such shares at a stipulated price per share;
o a combination of any such methods of sale; and
o any other method permitted pursuant to applicable law.
The selling stockholders may also sell shares under Rule 144 under the
Securities Act, if available, rather than under this prospectus.
Broker-dealers engaged by the selling stockholders may arrange for other
brokers-dealers to participate in sales. Broker-dealers may receive commissions
or discounts from the selling stockholders (or, if any broker-dealer acts as
agent for the purchaser of shares, from the purchaser) in amounts to be
negotiated. The selling stockholders do not expect these commissions and
discounts to exceed what is customary in the types of transactions involved.
The selling stockholders and any broker-dealers or agents that are involved
in selling the shares may be deemed to be "underwriters" within the meaning of
the Securities Act in connection with such sales. In such event, any commissions
received by such broker-dealers or agents and any profit on the resale of the
shares purchased by them may be deemed to be underwriting commissions or
discounts under the Securities Act. The selling stockholders have informed us
that they do not have any agreement or understanding, directly or indirectly,
with any person to distribute the common stock.
LEGAL MATTERS
The validity of the common stock offered by this prospectus will be passed
upon by McCarter & English, LLP.
EXPERTS
The consolidated financial statements and the related consolidated
financial statement schedule incorporated in this prospectus by reference from
the Company's Annual Report on Form 10-KSB for the year ended December 31, 2003
have been audited by Deloitte & Touche LLP, an independent registered public
accounting firm, as stated in their report (which report expresses an
unqualified opinion and includes an explanatory paragraph expressing substantial
doubt about Patient Infosystem's ability to continue as a going concern), which
is incorporated herein by reference and have been so incorporated in reliance
upon the report of such firm given upon their authority as experts in accounting
and auditing.
The consolidated financial statements of American Caresource Corporation
have been audited by McGladrey & Pullen LLP, an independent registered public
accounting firm, as stated in their report appearing herein (which report
expresses an unqualified opinion). We have incorporated by reference such
financial statements included in our Current Report on Form 8-K/A dated March
15, 2004 in reliance upon the report of such firm given upon their authority as
experts in accounting and auditing.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
This prospectus incorporates by reference important business and financial
information about us that is not otherwise included in this prospectus. The
following documents filed by us with the SEC are incorporated by reference in
this prospectus and shall be deemed to be a part of this prospectus:
(a) Annual Report on Form 10-KSB for the fiscal year ended December 31,
2003, filed on March 30, 2004, as amended by the Form 10-KSB/A filed
on April 29, 2004;
(b) Quarterly Report on Form 10-QSB for the quarter ended March 31, 2004,
filed on May 17, 2004;
(c) Quarterly Report on Form 10-QSB for the quarter ended June 30, 2004,
filed on August 16, 2004;
(d) Current Report on Form 8-K filed on January 9, 2004;
(e) Current Report on Form 8-K filed on January 15, 2004, as amended by
the Current Report on Form 8-K/A filed on March 15, 2004;
(f) Current Report on Form 8-K filed on April 28, 2004;
(g) Current Report on Form 8-K filed on September 1, 2004;
(h) Current Report on Form 8-K filed on September 24, 2004, as amended by
the Current Report on Form 8-K/A filed on October 7, 2004; and
(i) The description of the Registrant's common stock contained in its
Current Report on Form 8-K filed on October 7, 2004.
Information in Current Reports on Form 8-K furnished under Item 2.02 or
Item 7.01 of Form 8-K (or under Item 9 or Item 12 prior to August 23, 2004) is
not incorporated herein by reference.
All documents and reports filed by us with the SEC (other than Current
Reports on Form 8-K furnished pursuant to Item 9 or Item 12 of Form 8-K, unless
otherwise indicated therein) pursuant to Section 13(a), 13(c), 14 or 15(d) of
the Securities Exchange Act of 1934, as amended, after the date of this
prospectus and prior to the termination of this offering shall be deemed
incorporated by reference in this prospectus and shall be deemed to be a part of
this prospectus from the date of filing of such documents and reports. Any
statement contained in a document incorporated or deemed to be incorporated by
reference in this prospectus shall be deemed to be modified or superseded for
purposes of this prospectus to the extent that a statement contained in this
prospectus or in any subsequently filed document or report that also is or is
deemed to be incorporated by reference in this prospectus modifies or supersedes
such statement. Any such statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part of this
prospectus.
We will provide without charge to each person, including any beneficial
owner, to whom this prospectus is delivered, upon written or oral request of
such person, a copy of any or all of the documents incorporated by reference in
this prospectus other than exhibits, unless such exhibits specifically are
incorporated by reference into such documents or this prospectus.
Requests for such documents should be addressed in writing or by telephone
to:
Investor Relations
Patient Infosystems, Inc.
46 Prince Street
Rochester, New York 14607
(585) 242-7200
WHERE YOU CAN FIND ADDITIONAL INFORMATION
We have filed with the SEC, a Registration Statement on Form S-8 under the
Securities Act with respect to the common stock offered by this prospectus. This
prospectus does not contain all of the information set forth in the registration
statement and the exhibits and schedules to the registration statement. For
further information with respect to us and the common stock offered by this
prospectus, reference is made to the registration statement and the exhibits and
schedules filed as a part of the registration statement. Additionally, we file
annual, quarterly and current reports, proxy statements and other documents with
the SEC. You may read and copy any materials we file with the SEC at the SEC's
Public Reference Room at 450 Fifth Street, N.W., Washington, D.C. 20549. You may
obtain information on the operation of the Public Reference Room by calling the
SEC at 1-800-SEC-0330. The SEC also maintains a World Wide Web site that
contains reports, proxy and information statements and other information
regarding registrants that file electronically with the SEC. The address of the
SEC's Web site is http://www.sec.gov.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents have been filed by the Registrant with the
Securities and Exchange Commission (the "Commission") and are incorporated
herein by reference (Commission File No. 000-22319):
(a) Annual Report on Form 10-KSB for the fiscal year ended December 31,
2003, filed on March 30, 2004, as amended by the Form 10-KSB/A filed
on April 29, 2004;
(b) Quarterly Report on Form 10-QSB for the quarter ended March 31, 2004,
filed on May 17, 2004;
(c) Quarterly Report on Form 10-QSB for the quarter ended June 30, 2004,
filed on August 16, 2004;
(d) Current Report on Form 8-K filed on January 9, 2004;
(e) Current Report on Form 8-K filed on January 15, 2004, as amended by
the Current Report on Form 8-K/A filed on March 15, 2004;
(f) Current Report on Form 8-K filed on April 28, 2004;
(g) Current Report on Form 8-K filed on September 1, 2004;
(h) Current Report on Form 8-K filed on September 24, 2004, as amended by
the Current Report on Form 8-K/A filed on October 7, 2004; and
(i) The description of the Registrant's common stock contained in its
Current Report on Form 8-K filed on October 7, 2004.
Information in Current Reports on Form 8-K furnished under Item 2.02 or
Item 7.01 of Form 8-K (or under Item 9 or Item 12 prior to August 23, 2004) is
not incorporated herein by reference.
All documents filed after the date hereof by the Registrant with the
Commission (other than Current Reports on Form 8-K furnished pursuant to Item
2.02 or Item 7.01 of Form 8-K, unless otherwise indicated therein) pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), and 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 in this Registration Statement and to be part hereof
from their respective dates of filing; provided, however, that the documents
enumerated above or subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act in each year during which the
offering made hereby is in effect prior to the filing with the Commission of the
Registrant's Annual Report on Form 10-KSB covering such year shall not be
incorporated by reference herein or be a part hereof from and after the filing
of such Annual Report on Form 10-KSB.
Any statement contained in a document incorporated by reference herein
shall be deemed to be modified or superseded for purposes of this Registration
Statement to the extent that a statement contained herein or in any other
subsequently filed document which also is incorporated by reference herein
modified or superseded such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Registration Statement.
Item 4. Description of Securities.
Not applicable.
Item 5. Interest of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
The registrant's certificate of incorporation eliminates the personal
liability of directors to the fullest extent permitted by the provisions of
paragraph (7) of subsection (b) of Section 102 of the General Corporation Law of
Delaware. In addition, registrant's certificate of incorporation includes
provisions to indemnify its officers and directors and other persons against
expenses, judgments, fines and amounts paid in settlement in connection with
threatened, pending or completed suits or proceedings against those persons by
reason of serving or having served as officers, directors or in other capacities
to the fullest extent permitted by Section 145 of the General Corporation Law of
Delaware.
The registrant's bylaws provide the power to indemnify its officers,
directors, employees and agents or any person serving at our request as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise to the fullest extent permitted by Delaware
law.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 9. Undertakings.
(A) The undersigned registrant hereby undertakes:
(1) To file, during the 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. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high
end of the estimated maximum offering range may be reflected
in the form of prospectus filed with the Commission pursuant
to Rule 424(b) if, in the aggregate, the changes in volume
and price represent no more than 20 percent change in the
maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective
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 information required to be included in a
post-effective amendment by those paragraphs is contained in
periodic reports filed with or furnished to the Commission by the
registrant pursuant to Section 13 or 15(d) of the Exchange Act
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 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.
Item 8. Exhibits.
The Exhibits required to be filed as part of this Registration Statement
are listed in the attached Exhibit Index.
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 Rochester, State of New York, on this 5th day of
November, 2004.
PATIENT INFOSYSTEMS, INC.
By: /s/ Roger Louis Chaufournier
Roger Louis Chaufournier
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, as amended,
this registration statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
/s/ Roger Louis Chaufournier Director, President and Chief November 5, 2004
------------------------------------
Roger Louis Chaufournier Executive Officer
(Principal Executive Officer)
* Vice President Financial Planning November 5, 2004
------------------------------------
Kent A. Tapper (Principal Financial and Accounting
Officer)
* Chairman of the Board November 5, 2004
------------------------------------
Derace L. Schaffer, M.D.
* Director November 5, 2004
------------------------------------
John Pappajohn
* By: /s/ Roger Louis Chaufournier
Roger Louis Chaufournier
Attorney-in-Fact
EXHIBIT INDEX
No. Description Method of Filing
4.1 Patient Infosystems, Inc. Stock Option Plan, Incorporated by reference to Exhibit 4.1
as amended of the Registrant's Annual Report on
Form 10-KSB filed March 30, 2004.
4.2 Certificate of Incorporation, as amended Incorporated by reference to Exhibit 3.1
of the Registrant's Registration
Statement on Form S-1 (File No.
333-07643) filed on July 3, 1996 and the
Registrant's Annual Report on Form
10-KSB filed on March 30, 2004.
4.3 By-Laws Incorporated by reference to Exhibit 3.3
to the Registrant's Registration
Statement on Form S-1 (File No.
333-07643) filed on July 3, 1996.
5.1 Opinion of McCarter & English, LLP Filed with this Registration Statement.
23.1 Consent of Deloitte & Touche LLP Filed with this Registration Statement.
23.2 Consent of McGladrey & Pullen, LLP Filed with this Registration Statement.
23.3 Consent of BDO Seidman, LLP Filed with this Registration Statement.
23.4 Consent of McCarter & English, LLP Included in Exhibit 5.1.
24.1 Powers of Attorney Included on the signature page of
this Registration Statement