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Agiliti Health, Inc., et al. – ‘POS AM’ on 6/1/12

On:  Friday, 6/1/12, at 11:23am ET   ·   Accession #:  1047469-12-6419   ·   File #s:  333-176504, -01, -02

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  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 6/01/12  Agiliti Health, Inc.              POS AM                53:6.6M                                   Toppan Merrill-FA
          Emergent Group Inc/NY
          PRI Medical Technologies, Inc.

Document/Exhibit                   Description                      Pages   Size 

 1: POS AM      Post-Effective Amendment of a Registration          HTML    157K 
                Statement                                                        
32: R1          Document and Entity Information                     HTML     30K 
23: R2          Balance Sheets                                      HTML    143K 
30: R3          Balance Sheets (Parenthetical)                      HTML     32K 
34: R4          Statements of Operations                            HTML     65K 
48: R5          Statements of Shareholders' Equity and Other        HTML     48K 
                Comprehensive Loss                                               
24: R6          Statements of Shareholders' Equity and Other        HTML     24K 
                Comprehensive Loss (Parenthetical)                               
29: R7          Statements of Cash Flows                            HTML    157K 
20: R8          Statements of Cash Flows (Parenthetical)            HTML     19K 
13: R9          Description of Business                             HTML     34K 
49: R10         Significant Accounting Policies                     HTML     42K 
36: R11         Fair Value Measurements                             HTML     48K 
35: R12         Book Overdrafts                                     HTML     19K 
40: R13         Selected Financial Statement Information            HTML    117K 
41: R14         Long-Term Debt                                      HTML     87K 
39: R15         Commitments and Contingencies                       HTML     39K 
42: R16         Shareholder's Equity                                HTML     56K 
31: R17         Stock-Based Compensation                            HTML     91K 
33: R18         Related Party Transactions                          HTML     30K 
38: R19         Employee Benefit Plans                              HTML    103K 
53: R20         Income Taxes                                        HTML     76K 
45: R21         Securityholders Agreement                           HTML     19K 
26: R22         Business Segments                                   HTML     97K 
37: R23         Subsequent Event                                    HTML     22K 
28: R24         Consolidated Balance Sheets                         HTML    165K 
10: R25         Consolidated Balance Sheets (Parenthetical)         HTML     32K 
46: R26         Consolidated Statements of Operations               HTML     82K 
50: R27         Consolidated Statements of Cash Flows               HTML    165K 
17: R28         Basis of Presentation                               HTML     29K 
16: R29         Comprehensive Income (Loss)                         HTML     31K 
18: R30         Recent Accounting Pronouncement                     HTML     20K 
19: R31         Acquisitions                                        HTML     60K 
21: R32         Fair Value Measurements                             HTML     48K 
 9: R33         Shareholders' Equity                                HTML     56K 
44: R34         Stock-Based Compensation                            HTML     91K 
25: R35         Dividend Declared                                   HTML     21K 
27: R36         Long-Term Debt                                      HTML     87K 
12: R37         Commitments and Contingencies                       HTML     39K 
52: R38         Related Party Transactions                          HTML     30K 
 8: R39         Limited Liability Companies                         HTML     20K 
22: R40         Segment Information                                 HTML     97K 
47: R41         Pension Plan                                        HTML    103K 
11: R42         Income Taxes                                        HTML     76K 
15: R43         Consolidating Financial Statements                  HTML    184K 
51: XML         IDEA XML File -- Filing Summary                      XML     81K 
14: EXCEL       IDEA Workbook of Financial Reports (.xls)            XLS   1.47M 
 2: EX-101.INS  XBRL Instance -- uhsi-20120521                       XML   1.24M 
 4: EX-101.CAL  XBRL Calculations -- uhsi-20120521_cal               XML    209K 
 6: EX-101.DEF  XBRL Definitions -- uhsi-20120521_def                XML    357K 
 5: EX-101.LAB  XBRL Labels -- uhsi-20120521_lab                     XML    732K 
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 3: EX-101.SCH  XBRL Schema -- uhsi-20120521                         XSD     85K 
43: ZIP         XBRL Zipped Folder -- 0001047469-12-006419-xbrl      Zip    130K 

As filed with the Securities and Exchange Commission on June 1, 2012

Registration No. 333-176504

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

Post-Effective Amendment No. 1
to

FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

UNIVERSAL HOSPITAL SERVICES, INC.
(Exact Name of Registrant as Specified in Its Charter)

6625 West 78th Street, Suite 300
Minneapolis, Minnesota 55439
(Name, address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)

Lee M. Pulju
General Counsel
6625 West 78th Street, Suite 300
Minneapolis, Minnesota 55439
(952) 893-3227
(Name, address, including zip code, and telephone number,
including area code, of agent for service)

See Table of Additional Registrants Below

Copy to:

Todd R. Chandler, Esq.
Weil, Gotshal & Manges LLP
767 Fifth Avenue
New York, New York 10153
(212) 310-8000

Approximate date of commencement of proposed sale of the securities to the public:
As soon as practicable after the effective date of this Registration Statement.

           If the securities being registered on this form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box.    o

           If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o

           If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o

           Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of "large accelerated filer", "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer) o

Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) o

CALCULATION OF REGISTRATION FEE CHART

(1)

Estimated solely for the purposes of calculating the registration fee pursuant to Rule 457(f)(2) under the Securities Act of 1933, as amended.

(2)

Previously paid.

(3)

The Additional Registrants will guarantee the payment of the 8.50%/9.25% Second Lien Senior Secured PIK Toggle Notes due 2015. Pursuant to Rule 457(n) of the Securities Act, no separate registration fee for the guarantees is payable.

           The Registrants hereby amend this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrants shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

 C:     

Table of Additional Registrants

        The name, address, including zip code, and telephone number, including area code, of the agent for service for each of the Additional Registrants is:

Lee M. Pulju
Universal Hospital Services, Inc.
General Counsel and Secretary
6625 West 78th Street, Suite 300
Minneapolis, Minnesota 55439
(952) 893-3227

EXPLANATORY NOTE

        Universal Hospital Services, Inc. is filing this Post-Effective Amendment No. 1 (the "Post-Effective Amendment") to its Registration Statement on Form S-4 (File No. 333-176504), filed with the Securities and Exchange Commission on August 25, 2011 and declared effective on September 12, 2011 (the "Original Registration Statement"), for the sole purpose of submitting XBRL-related exhibits.

        Except for the matters described above, this Post-Effective Amendment does not modify or update disclosures in, or exhibits to, the Original Registration Statement. Furthermore, this amendment does not change any previously reported financial results, nor does it reflect events occurring after the date of the Original Registration Statement.

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 20.    Indemnification of Directors and Officers.

Registrant Incorporated Under Delaware Law

        Universal Hospital Services, Inc. is incorporated under the laws of the State of Delaware. Section 145 of the Delaware General Corporation Law (the "Delaware Statute") grants each corporation organized thereunder the power to indemnify any person who is or was a director, officer, employee or agent of a corporation or enterprise, against expenses, including attorneys' fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, other than an action by or in the right of the corporation, by reason of being or having been in any such capacity, if he acted in good faith in a manner reasonably believed to be in, or not opposed to, the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful.

        Section 145 further provides that a corporation similarly may indemnify any such person serving in any such capacity who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that he is or was a director, officer, employee or agent of the corporation or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorney's fees) actually and reasonably incurred in connection with the defense or settlement of such action or suit if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the Delaware Court of Chancery or such other court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all of the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Delaware Court of Chancery or such other court shall deem proper.

        Section 102(b)(7) of the Delaware Statute enables a corporation in its certificate of incorporation or an amendment thereto to eliminate or limit the personal liability of a director to the corporation or its stockholders of monetary damages for violations of the directors' fiduciary duty of care, except (i) for any breach of the director's duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law, (iii) pursuant to Section 174 of the Delaware Statute (providing for liability of directors for unlawful payment of dividends or unlawful stock purchases or redemptions) or (iv) for any transaction from which a director derived an improper personal benefit.

        The Amended and Restated Certificate of Incorporation and Amended and Restated By-Laws of Universal Hospital Services, Inc. provide for the indemnification of directors and officers to the fullest extent permitted by the Delaware Statute.

Registrants Incorporated Under Nevada Law

        Emergent Group Inc. and PRI Medical Technologies, Inc. are incorporated under the laws of the State of Nevada. Sections 78.7502 to 78.752 of the Nevada Revised Statutes (the "Nevada Statute") permits a corporation to indemnify an officer or director, even in the absence of an agreement to do so, for expenses actually and reasonably incurred in connection with any action or proceeding (i) if such officer or director (a) acted in good faith and in a manner in which he or she reasonably believed

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to be in, or not opposed to, the best interests of the corporation, (b) is not liable pursuant to Section 78.138 of the Nevada Statute (fiduciary duties), and (c) with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful, or (ii) with respect to an action by or in the right of the corporation, if such officer or director (a) acted in good faith and in a manner which he or she reasonably believed to be in, or not opposed to, the best interests of the corporation, and (b) is not liable pursuant to Section 78.138 of the Nevada Statute (fiduciary duties), except that indemnification may not be made for any claim, issue or matter as to which a person has been adjudged by a court of competent jurisdiction, after exhaustion of all appeals therefrom, to be liable to the corporation or for amounts paid in settlement to the corporation, unless and only to the extent that the court determines upon application that the person is fairly and reasonably entitled to indemnity for such expenses as the court deems proper. The corporation must indemnify an officer or director against expenses, including attorney's fees, actually and reasonably incurred if the officer or director has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to above.

        The Nevada Statute prohibits indemnification of an officer or director if a final adjudication establishes that the officer's or director's acts or omissions involved intentional misconduct, fraud, or a knowing violation of the law and were material to the cause of action. Despite the foregoing limitations on indemnification, the Nevada Statute may permit an officer or director to apply to the court for approval of indemnification even if the officer or director is adjudged to have committed intentional misconduct, fraud, or a knowing violation of the law. The Nevada Statute further provides that a corporation may purchase and maintain insurance for officers and directors against liabilities incurred while acting in such capacities regardless of whether the corporation has the authority to indemnify such persons under the Nevada Statute. Any discretionary indemnification under the Nevada Statute must be authorized upon a determination that such indemnification is proper: (i) by the stockholders, (ii) by a majority of a quorum of disinterested directors, or (iii) by independent legal counsel in a written opinion authorized by a majority vote of a quorum of directors consisting of disinterested directors or by independent legal counsel in a written opinion if a quorum of disinterested directors cannot be obtained.

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Item 21.    Exhibits and Financial Statement Schedules.

(a)

Exhibits

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Item 22.    Undertakings.

        The undersigned registrant hereby undertakes:

(1)

To file, during any 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;



(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.

        For the purpose of determining liability under the Securities Act of 1933 to any purchaser, the undersigned registrant undertakes that each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A (§ 230.430A of this chapter), shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

        For the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities, the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

(1)

Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424 (§ 230.424 of this chapter);

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(2)

Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;



(3)

The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and



(4)

Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

        The undersigned registrant hereby undertakes to respond to requests for information that is incorporated by reference into the prospectus pursuant to Items 4, 10(b), 11, or 13 of this form, within one business day of receipt of such request, and to send the incorporated documents by first class mail or other equally prompt means. This includes information contained in documents filed subsequent to the effective date of the registration statement through the date of responding to the request.

        The undersigned registrant hereby undertakes to supply by means of post-effective amendment all information concerning a transaction, and the company being acquired involved therein, that was not the subject of and included in the registration statement when it became effective.

        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.

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SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the registrant duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Minneapolis, State of Minnesota, on June 1, 2012.

        We, the undersigned directors and officers of Universal Hospital Services, Inc. (the "Company"), hereby severally constitute and appoint Gary D. Blackford, Rex T. Clevenger and Lee M. Pulju, and each of them individually, with full powers of substitution and resubstitution, our true and lawful attorneys, with full powers to them and each of them to sign for us, in our names and in the capacities indicated below, the Registration Statement on Form S-4 (including all pre-effective and post-effective amendments), and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, each acting alone, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming that any such attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on June 1, 2012.

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SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the registrant duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Minneapolis, State of Minnesota, on June 1, 2012.

        We, the undersigned directors and officers of UHS Surgical Services, Inc. (the "Company"), hereby severally constitute and appoint Gary D. Blackford, Rex T. Clevenger and Lee M. Pulju, and each of them individually, with full powers of substitution and resubstitution, our true and lawful attorneys, with full powers to them and each of them to sign for us, in our names and in the capacities indicated below, the Registration Statement on Form S-4 (including all pre-effective and post-effective amendments), and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, each acting alone, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming that any such attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on June 1, 2012.

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Exhibit Index

QuickLinks

Item 20. Indemnification of Directors and Officers.

Item 21. Exhibits and Financial Statement Schedules.

Item 22. Undertakings.

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Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘POS AM’ Filing		Date		Other Filings
Filed on:		6/1/12
		12/31/11		10-K,  10-K/A
		9/12/11		424B3,  EFFECT
		8/25/11		S-4
		6/17/11		8-K
		6/14/11		8-K
		6/9/11		8-K
		3/9/11		10-K,  8-K,  SC 14D9/A,  SC TO-T/A
		2/18/11
		2/7/11		8-K,  SC TO-C,  SC14D9C
		2/6/11
		8/11/10		10-Q,  8-K
		5/10/10		10-Q,  8-K
		5/6/10		8-K
		12/31/09		10-K
		3/12/09		10-K
		3/12/08		10-K/A,  8-K
		2/1/08
		8/14/07		10-Q,  10QSB,  8-K,  CORRESP
		5/31/07		8-K
		5/8/07		10-Q,  8-K
		4/15/07		8-K
		11/16/05
		8/13/99		10-K,  10-Q,  8-K/A
				List all Filings

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Filing Submission 0001047469-12-006419   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

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