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AS FILED WITH THE SECURITIES EXCHANGE COMMISSION ON AUGUST 25, 1999
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 2
TO
FORM 10
GENERAL FORM FOR REGISTRATION OF SECURITIES
PURSUANT TO SECTION 12(B) OR 12(G) OF
THE SECURITIES EXCHANGE ACT OF 1934
U.S. NEUROSURGICAL, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 52-1842411
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
2400 RESEARCH BOULEVARD, SUITE 325
ROCKVILLE, MARYLAND 20850
(Address of principal executive offices) (Zip Code)
(301) 208-8998
Registrant's Telephone Number, Including Area Code
Securities to be Registered Pursuant to Section 12(b) Of the Act:
Name of each exchange on which
Title of each class to be registered: each class is to be registered:
NONE NOT APPLICABLE
Securities to be Registered Pursuant to Section 12(g) of the Act:
COMMON STOCK, PAR VALUE $.01 PER SHARE
(Title of Class)
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U.S. NEUROSURGICAL, INC.
CROSS REFERENCE SHEET BETWEEN INFORMATION STATEMENT
AND ITEMS OF FORM 10
ITEM 1. BUSINESS
The information required by this item is contained under "Summary"; "The
Spin-off of U.S. NeuroSurgical, Inc."; "Businesses of GHS and USN After The
Spin-off" and "Management's Discussion and Analysis of Financial Condition and
Results of Operations of USN" of the Information Statement (the "Information
Statement") attached hereto as Exhibit 99.1. Those sections are incorporated
herein by reference.
ITEM 2. FINANCIAL INFORMATION
The information required by this item is contained under "Summary"; "Selected
USN and USNP Combined Financial Data"; and "Management's Discussion and Analysis
of Financial Condition and Results of Operations of USN" of the Information
Statement. Those sections are incorporated herein by reference.
ITEM 3. PROPERTIES
The information required by this item is contained under "Businesses of GHS and
USN After The Spin-off - Properties" of the Information Statement. That section
is incorporated herein by reference.
ITEM 4. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The information required by this item is contained under "Security Ownership of
Certain Beneficial Owners and Management" of the Information Statement. That
section is incorporated herein by reference.
ITEM 5. DIRECTORS AND EXECUTIVE OFFICERS
The information required by this item is contained under "Management of USN
Following the Spin-off" of the Information Statement. That section is
incorporated herein by reference.
ITEM 6. EXECUTIVE COMPENSATION
The information required by this item is contained under "Management of USN
Following the Spin-off" of the Information Statement. That section is
incorporated herein by reference.
ITEM 7. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information required by this item is contained under "Certain Relationships
and Related Party Transactions" and "The Spin-off of U.S. NeuroSurgical, Inc."
of the Information Statement. Those sections are incorporated herein by
reference.
ITEM 8. LEGAL PROCEEDINGS
The information required by this item is contained under "Businesses of GHS and
USN After The Spin-off - Legal Proceedings" and "Certain Relationships and
Related Party Transactions" of the Information Statement. Those sections are
incorporated herein by reference.
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ITEM 9. MARKET PRICE OF AND DIVIDENDS ON THE REGISTRANT'S COMMON EQUITY AND
RELATED STOCKHOLDER MATTERS
The information required by this item is contained under "Summary"; "The
Spin-off of U.S. NeuroSurgical, Inc."; and "Description of GHS and USN Capital
Stock" of the Information Statement. Those sections are incorporated herein by
reference.
ITEM 10. RECENT SALES OF UNREGISTERED SECURITIES
The only securities of U.S. NeuroSurgical, Inc. ("USN") that are outstanding
were issued to GHS, Inc. ("GHS") in connection with the organization of USN in
reliance upon the exemption from registration set forth in Section 4(2) of the
Securities Act of 1933, as amended. Certain information required by this item is
contained under "The Spin-off of U.S. NeuroSurgical, Inc."
ITEM 11. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED
The information required by this item is contained under "Description of GHS and
USN Capital Stock" of the Information Statement. That section is are
incorporated herein by reference.
ITEM 12. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The information required by this item is contained under "Liability and
Indemnification of Officers and Directors" of the Information Statement. That
section is incorporated herein by reference.
ITEM 13. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The information required by this item is contained under "Summary"; "Selected
USN and USNP Combined Financial Data"; "Management's Discussion and Analysis of
Financial Condition and Results of Operations of USN"; and "Index to Financial
Statements" of the Information Statement. Those sections are incorporated herein
by reference.
ITEM 14. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
The information required by this item is not applicable.
ITEM 15. FINANCIAL STATEMENTS AND EXHIBITS
(a) See "Index to Financial Statements" on page F-1 of the Information
Statement
(1) Financial Statement Schedules: None
(b) Exhibits
(1) See "Index to Exhibits" on page R-5 of this Form 10
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SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange Act of
1934, the registrant has duly caused this registration statement to be signed on
its behalf by the undersigned, thereunto duly authorized.
U.S. NEUROSURGICAL, INC.
(Registrant)
By: /s/ Alan Gold
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Alan Gold, President
Date: August 24, 1999
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INDEX TO EXHIBITS
EXHIBIT
NUMBER DESCRIPTION OF EXHIBITS
3.1 Form of Amended and Restated Certificate of Incorporation of U.S.
NeuroSurgical, Inc. ("USN")(1)
3.2 Form of Amended and Restated Bylaws of USN(1)
4.1 Form of Stock Certificate of Common Stock(1)
10.1 Distribution Agreement dated May 27, 1999 between GHS, Inc. ("GHS") and
USN(1)
10.2 Tax Matters Agreement dated May 27, 1999 between GHS and USN(1)
10.3 Assignment and Assumption Agreement dated May 27, 1999 between GHS and
USN(1)
10.4 Employment Agreement dated December 14, 1984 between USN and Alan Gold,
as amended March 7, 1986 (incorporated by reference to Exhibit 10.3 of
GHS's Registration Statement No. 33-4532-W on form S-18)
10.5 Gamma Knife Neuroradiosurgery Equipment Agreement dated August, 1993
between Research Medical Center and USN (incorporated by reference to
Exhibit 10h to GHS's Quarterly Report or Form 10-Q for the quarter ended
September 30, 1993).
10.6 Ground Lease Agreement dated August, 1993 between Research Medical Center
and USN (incorporated by reference to Exhibit 10j to GHS's Quarterly
Report or Form 10-Q for the quarter ended September 30, 1993).
10.7 LGK Agreement dated July 12, 1993 between Elekta Instruments, Inc. and
USN (incorporated by reference to Exhibit 10k to GHS's Quarterly Report
or Form 10-Q for the quarter ended September 30, 1993).
10.8 Agreement dated December 29, 1993, between USN. and Elekta Instruments,
Inc. (incorporated by reference 10o to GHS's 1994 Annual Report on Form
10-K).
10.9 Agreement dated August 1, 1996 between USN and DVI, Inc. (incorporated by
reference 10j to GHS's 1997 Annual Report on Form 10-K).
10.10 Gamma Knife Neuroradiosurgery Equipment Agreement dated as of November
26, 1996 between New York University on behalf of New York University
Medical Center and USN.(1)
21.1 List of Subsidiaries(1)
99.1 Schedule 14C Information Statement of GHS, Inc. (filed herewith)
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(1) Previously filed as an exhibit to this Form 10.
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