MIAMI, May 19 Physicians Healthcare Management Group, Inc. (Phyhealth) (Pink Sheets: PHYH), today announced that it has filed an amended S-1 registration statement related to its previously announced spin-off of its wholly-owned subsidiary, Phyhealth Corporation ("Phyhealth"). Phyhealth will assume substantially all the businesses, assets and liabilities of PHYH at the time of, or prior to, the spin-off. The company also announced that it has issued its financial statements for the twelve months ended December 31, 2009. The financials are being posted today on the Pink Sheets website (www.pinksheets.com).
Advertisement
The amendment reflects changes to the company's business strategy following enactment of the Patient Protection and Affordable Care Act along with the Health Care and Education Reconciliation Act of 2010, both of which were signed into law by President Obama in March 2010. This comprehensive legislation touches nearly all components of the healthcare and health insurance systems, and introduces the most sweeping change in the nation's healthcare since Medicare was enacted in 1965. The amended S-1 discusses and analyzes these changes as they relate to the industry in general and to Phyhealth in particular.
Advertisement
The company believes these changes will favorably impact its ability to insure a broader patient population, particularly for its planned individual and small group commercial product lines and for the expanded Medicaid program. The Company's community health plan model when integrated with its Physhield medical malpractice program is designed to provide high quality, affordable healthcare insurance coverage in full compliance with the new and existing state and federal regulations.
Separate from its community health plan model, the Company has initiated marketing a stand-alone Physhield medical malpractice insurance program aimed at qualified physicians and physician groups. Physhield has filed for registration in Maryland and the District of Columbia, adding these two markets to the states of Nevada, Texas and Florida where Physhield Insurance Exchange, a Risk Retention Group, is already registered and authorized to do business.
Phyhealth Plans are designed to be built on the foundation of a state licensed, for-profit HMO. The Company's community health plan structure is unique in its design in keeping physicians in control of the physician-patient relationship and placing the responsibility for managing 100 percent of patient healthcare costs directly with the physicians. To accomplish this, the Company will share ownership of its community health plans with the local physicians to ensure that the incentives for delivering patient-centered care at the least possible cost are aligned between the physician and the health plan/insurer.
Investors are encouraged to review the company's Form S-1/A filed with the Securities and Exchange Commission on May 17, 2010. The filing is available in its entirety at:
http://sec.gov/Archives/edgar/data/1472174/000147793210000266/fs1a051710_phyhealth.htm
Effective on the date the associated Form S-1 Registration Statement is declared effective by the SEC (the "spin-off date"), Phyhealth will concurrently issue an additional 3,471,713 shares of common stock to PHYH, and all PHYH's common and preferred shareholders as of November 30, 2009 will receive 1 share of Phyhealth for every 50 shares (or their equivalent) of PHYH held. As a result, Phyhealth expects to issue 3,118,510 common shares, 3,240,000 Series A Preferred Convertible Shares and 622,324 Series B Preferred Convertible Shares to the PHYH shareholders on a prorata basis.
Following the registered spin-off, each of Phyhealth and PHYH will be independent, publicly-traded companies, and Phyhealth plans to conduct a registered public offering of up to $10 million. PHYH expects that its common stock will continue to be listed on the Pink Sheets as "PHYH" and Phyhealth common stock is expected to qualify for and be traded on the Over-the-Counter Bulletin Board under a symbol yet to be determined.
About Physicians Healthcare Management Group, Inc.
Physicians Healthcare Management Group, Inc. (Phyhealth) is a developer of community-based health maintenance organizations (HMOs) that are owned and operated in partnership with the participating physicians and the manager of Physhield Insurance Exchange, a licensed medical malpractice insurer. Phyhealth Plans are designed to deliver high-quality affordable healthcare by enabling physicians to assume end-to-end management of healthcare for their patients. The Phyhealth model empowers physicians to provide preventive healthcare and proactively manage their patient's general health by aligning incentives amongst the HMO, physician and the patient. Phyhealth intends to offer additional value-added products and services in cooperation with physicians, including medical malpractice insurance, local care facilities and wellness programs, as well as information technologies such as secure electronic medical records.
Forward-Looking Statements
This press release contains statements, which may constitute "forward-looking statements" within the meaning of the Securities Act of 1933 and the Securities Exchange Act of 1934, as amended by the Private Securities Litigation Reform Act of 1995. Those statements include statements regarding the intent, belief or current expectations of Physicians Healthcare Management Group, Inc, and members of its management as well as the assumptions on which such statements are based. Prospective investors are cautioned that any such forward-looking statements are not guarantees of future performance and involve risks and uncertainties, and that actual results may differ materially from those contemplated by such forward-looking statements. The Company undertakes no obligation to update or revise forward-looking statements to reflect changed assumptions, the occurrence of unanticipated events or changes to future operating results. Additional information is available at: http://www.phyhealth.com.
SOURCE Phyhealth
