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Mediware Information Systems Inc – ‘10KSB/A’ for 6/30/96

As of: Friday, 1/31/97 · For: 6/30/96 · Accession #: 896058-97-29 · File #: 1-10768

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

 1/31/97  Mediware Information Systems Inc  10KSB/A     6/30/96    2:52K                                    Winthrop Sti… Roberts/FA

Amendment to Annual Report — Small Business — Form 10-KSB
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10KSB/A     Amendment No. 1 to Form 10KSB                         26    101K 
 2: EX-23       Consent of Independent Auditors                        1      5K

10KSB/A — Amendment No. 1 to Form 10KSB
Document Table of Contents

Page	(sequential)	\|	(alphabetic)	Top
			Alternative Formats (Word, et al.) Exhibits and Reports on Form 8-K Financial Statements Management's Discussion and Analysis of Financial Condition and Results of Operations T o t a l
1	1st Page - Filing Submission
2	Item 6. Management's Discussion and Analysis of Financial Condition and Results of Operations
6	Item 7. Financial Statements
20	T o t a l
23	Item 13. Exhibits and Reports on Form 8-K

10KSB/A 1st Page of 26 TOC ↑Top Previous Next ↓Bottom Just 1st
 
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

 AMENDMENT NO. 1
to
 FORM 10-KSB
on
 FORM 10-KSB/A

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

 For the fiscal year ended June 30, 1996
                                  or
|_| Transition Report pursuant to Section 13 or 15(d) 
of the Securities Exchange Act of 1934

Commission File Number 1-10768

MEDIWARE INFORMATION SYSTEMS, INC.
(Exact name of small business issuer in its charter)

New York                                                11-2209324  
(State of other                                         (I.R.S. Employer  
jurisdiction of                                        Identification No.)
incorporation or                                                          
organization)                                                           
1121 Old Walt Whitman Road                                                      
Melville, New York                                         11747-3005   
(Address of Principal                                        (Zip Code)     
Executive Offices)                                                        
(516) 423-7800
 (Issuer's telephone number;
including area code)

Securities to be registered under Section 12(b) of the Act:                     

Title of each class                    Name of each exchange on which registered

Common Stock, par value $.10 per share            Nasdaq SmallCap Market        
                                           The Pacific Stock Exchange,Inc.

Securities to be registered pursuant to Section 12(g) of the Act: None          

Check  whether the issuer (1) filed all reports  required to be filed by Section
13 or 15(d) of the  Securities  Exchange  Act  during the past 12 months (or for
such shorter  period that the  registrant was required to file such reports) and
(2) has  been  subject  to  such  filing  requirements  for  the  part 90  days.
Yes  x      No                                                                  
---                                                                     

Check if there is no disclosure of delinquent  filers in response to Item 405 of
Regulation S-B contained in this form, and no disclosure  will be contained,  to
the  best  of  registrant's   knowledge,  in  definitive  proxy  or  information
statements  incorporated  by  reference  in Part III of this Form  10-KSB or any
amendment to this Form 10-KSB. [ ]                                              

State issuer's revenues for its most recent fiscal year. $10,432,000.           

The aggregate market value of the voting stock held by non-affiliates on October
25, 1996 was approximately $12,270,864.                                         

Number of shares of Common  Stock  outstanding  at October 25,  1996:  4,939,344
shares.                                                                         

Documents Incorporated by Reference:

The Proxy Statement for the Registrant's  1996 Annual Meeting of Shareholders is
incorporated by reference in Part III of this Report.                           

10KSB/A 2nd Page of 26 TOC 1st Previous Next ↓Bottom Just 2nd
The Registrant hereby amends Items 6 and 7 as follows:        

 PART II

ITEM 6.           MANAGEMENT'S  DISCUSSION  AND ANALYSIS OF FINANCIAL  CONDITION
AND RESULTS OF OPERATIONS                   

Internal and External Sources of Liquidity and Capital Resources                
----------------------------------------------------------------                

                  In  June of  1996,  Digimedics  Corporation,  a  wholly  owned
subsidiary  of the Company,  purchased  the  Pharmakon  division and JAC, a U.K.
affiliate, from Continental Healthcare Systems, Inc. ("Continental").  The total
purchase price, net of acquisition costs, was approximately  $9.7 million,  $3.7
million of which was paid in cash and the  remaining  $6.0  million of which was
paid pursuant to a promissory note issued to Continental, due November 30, 1996.
On October 28, 1996 the promissory  note was amended to provide for an extension
of the due date to August 1,  1997.  The  amendment  provides  for an  immediate
payment of $1.0  million and monthly  payments of  $100,000  for  principal  and
interest and an increase in the interest rate to 15% on approximately $3,763,000
of the note (with the original  rate  remaining on  $1,237,000).  As a result of
this  amendment,  $4,549,000 of this liability is classified as long-term  debt.
The Company will require  additional sources of liquidity to fund the $4,549,000
debt payment due August 1, 1997.  Management  believes that they will be able to
reduce this liability by approximately $1,237,000 by providing services under an
agreement entered into in connection with the Acquisition.                      

                  To finance the cash  portion of the  acquisition,  the Company
made a private  placement  of  1,692,308  shares of its Common  Stock in June of
1996,  at a price of $3.25 per share,  for total  proceeds  before  expenses  of
$5,500,002.                                                                     

                  The Company's  cash and cash  equivalent  position at June 30,
1996 was  $2,504,000,  an increase of  $1,995,000  from fiscal year end 1995. At
June 30, 1996 the net working  capital was  $1,536,000 and the current ratio was
1.3 - 1.                                                                        

                  In order to cover its cash needs during  fiscal years 1994 and
1995,  the Company  carried out  financing  programs  under which it borrowed an
aggregate  of$1,299,000  from  investors,  including  directors.  As part of the
financing package such investors  received 1,040,025 warrants at $0.50 per share
and  129,695  warrants at $1.25 per share.  During  fiscal year 1996 the Company
repaid $120,000, leaving a balance of $1,179,000 due August 1, 1997. The Company
will require additional sources of liquidity to fund this balance due. In May of
1996 some of the investors  exercised  495,025 of the $0.50 warrants for a total
of $247,512.50. A portion of these funds was used by the Company for acquisition
expenses.                                                                       

                  The Company has procured a line of credit from its bank in New
York  City in the total  sum of  $75,000.  As of June 30,  1996,  there  were no
balances outstanding under this facility.                                       

10KSB/A 3rd Page of 26 TOC 1st Previous Next ↓Bottom Just 3rd
Material Changes in Results of Operations: Fiscal 1996 vs. Fiscal 1995:         
-----------------------------------------------------------------------         

                  Total revenues increased by $2,353,000, or 29%, to $10,432,000
in  fiscal  1996  from  $8,079,000  in fiscal  1995.  Approximately  80% of this
increase was due to the improved performance of the Hemocare product center.    

                  System Sales increased by $1,957,000, or 51%, to $5,781,000 in
fiscal 1996 from  $3,824,000  in fiscal  1995.  Almost 80% of this  increase was
attributable to increased sales of new systems by the Hemocare product center in
conjunction  with its remarketers  and an aggressive  upgrade program which took
advantage  of the  pressure on hospitals  to  consolidate  onto current  product
revisions.                                                                      

                  Service Revenues  increased by $396,000,  or 9%, to $4,651,000
in  fiscal  1996  from  $4,255,000  in fiscal  1995.  Approximately  60% of this
increase was due to increases in service  revenues from newly installed  systems
and additional modules added to existing  customer's  systems.  The remainder of
the increase was provided by Pharmakon.                                         

                  Cost of Systems  increased by $787,000,  or 64%, to $2,023,000
in fiscal 1996 from $1,236,000 in fiscal 1995. Of this increase,  66% was due to
the increase in the cost of sales by the Hemocare  product  center that included
sales of hardware and 25% was due to an increase in system costs at Digimedics. 

                  Cost of Services increased by $163,000,  or 13%, to $1,403,000
in fiscal 1996 from  $1,240,000  in fiscal 1995.  Almost all of this increase is
due to  additional  personnel  and other  related  costs of  providing  customer
services, specifically in the Hemocare product center.                          

                  Software  Development  costs  increased by $51,000,  or 4%, to
$1,438,000 in fiscal 1996 from  $1,387,000 in fiscal 1995, due to an increase in
software engineering personnel and development costs from Pharmakon.            

                  Selling,  General and Administrative increased by $830,000, or
20%, to  $4,966,000 in fiscal 1996 from  $4,136,000 in fiscal 1995.  Each of the
product centers had increased costs due to product marketing, product consulting
and  incentive  commission  payout.  Approximately  64% of these  increases  was
provided by the Hemocare product center.                                        

                  Interest  Expense of $216,000  for fiscal  1996,  decreased by
$33,000, or 13%, as compared to interest expense of $249,000 in fiscal 1995. The
decrease  is  primarily  due to the fact that fiscal 1996 did not include a debt
discount as did fiscal 1995,  coupled with  interest  incurred in fiscal 1996 on
outstanding loans.                                                              

                  The Company had a net loss of  $3,491,000  in fiscal 1996,  or
$1.24 per share,  as compared to net earnings of $90,000 in fiscal 1995, or $.04
per share,  which  reflects the charge to  operations  of acquired  research and
development of $3,891,000  from the Pharmakon  Acquisition.  If this charge were
excluded, however, net income would result in                                   

 -2-

10KSB/A 4th Page of 26 TOC 1st Previous Next ↓Bottom Just 4th
$400,000,  or $.12 and $.11 per share on a  primary  and  fully  diluted  basis,
respectively, in fiscal 1996. The fiscal 1996 loss of the Surgiware division was
comparable to that in fiscal 1995.                                              

Material Changes in Results of Operations: Fiscal 1995 vs. Fiscal 1994:         
-----------------------------------------------------------------------         

                  Total revenues decreased by $198,000,  or 2%, to $8,079,000 in
fiscal 1995 from  $8,277,000 in fiscal 1994.  This decrease was due to the sales
of more  software-only  systems and to slower  sales of the  Surgiware  Product,
reflecting  uncertainties resulting from an arbitration that concluded in fiscal
1995 (as described in " Description of the Business", above).                   

                  System Sales  decreased by $906,000,  or 19%, to $3,824,000 in
fiscal 1995 from  $4,730,000 in fiscal 1994. This was due to a decrease of sales
of hardware as a system  component  and a larger number of software only systems
sold, and decreases in Surgiware's  sales due to the  arbitration,  which caused
uncertainties in the marketplace in fiscal 1995.                                

                  Service Revenues increased by $708,000,  or 20%, to $4,255,000
in fiscal 1995 from $3,547,000 in fiscal 1994. This was due primarily to product
maintenance increases relating to an increased installed base.                  

                  Cost of Systems  decreased by $858,000,  or 41%, to $1,236,000
in fiscal 1995 from  $2,094,000 in fiscal 1994.  This decrease was due primarily
to a larger number of software-only  systems in fiscal 1995 as compared to sales
software and hardware in fiscal 1994.                                           

                  Cost of Services increased by $151,000,  or 14%, to $1,240,000
in fiscal 1995 from  $1,089,000 in fiscal 1994, as the Company had increased the
number  of  personnel  and  other   related   costs  of  the  customer   support
organization.                                                                   

                  Software  Development costs decreased by $404,000,  or 23%, to
$1,387,000  in fiscal  1995 from  $1,791,000  in fiscal  1994.  The  decrease is
primarily  due to a  decrease  in  Surgiware  development  and the result of the
write-off of $242,000 of capitalized software in fiscal 1994.                   

                  Selling,  General and Administrative increased by $277,000, or
7%, to $4,136,000 in 1995 from $3,859,000 in 1994. The increase is due primarily
to increased  payroll and travel expenses,  commissions,  professional  fees and
employee health insurance claims.                                               

                  The Company  expensed  costs of $1,222,000 in connection  with
the arbitration in fiscal 1994. Such costs included $208,000,  which the Company
intended to pay the licensor to retain exclusivity;  the balance was principally
legal fees and expenses in connection with the  arbitration.  During fiscal 1995
the  Company,  after review of the then  current  circumstances,  decided not to
elect to make the payments required to maintain  exclusivity.  Accordingly,  the
$208,000 accrued expense recorded in the prior year was eliminated, resulting in
increased income.                                                               

 -3-

10KSB/A 5th Page of 26 TOC 1st Previous Next ↓Bottom Just 5th
                  Interest Expense of $249,000, including approximately $100,000
in debt  discount,  for fiscal 1995 was incurred on the interim  financing  from
investors  referred to above and the loans to the Company  from the  chairman of
the board.                                                                      

                  The Company had a net profit of $90,000  for fiscal  1995,  or
$.04 per share,  compared  to a net loss of  $1,902,000,  or $.75 per share,  in
fiscal 1994. The net profit is due to the  elimination  of arbitration  costs in
fiscal 1995 and the improvement in gross profits.                               

 -4-

10KSB/A 6th Page of 26 TOC 1st Previous Next ↓Bottom Just 6th
ITEM 7.  FINANCIAL STATEMENTS                                                   

 MEDIWARE INFORMATION SYSTEMS, INC. AND SUBSIDIARIES

 INDEX TO FINANCIAL STATEMENTS

                                                                          PAGE
                                                                        NUMBER

REPORT OF INDEPENDENT AUDITORS                                              F-1 

CONSOLIDATED BALANCE SHEET AS AT                                                
JUNE 30, 1996                                                               F-2 

CONSOLIDATED STATEMENTS OF                                                      
OPERATIONS FOR THE YEARS ENDED                                                  
JUNE 30, 1996 AND JUNE 30, 1995                                             F-3 

CONSOLIDATED STATEMENTS OF                                                      
STOCKHOLDERS' EQUITY FOR THE YEARS                                              
ENDED JUNE 30, 1996 AND JUNE 30,                                                
1995                                                                        F-4 

CONSOLIDATED STATEMENTS OF CASH FLOWS                                           
FOR THE YEARS ENDED JUNE 30, 1996 AND                                           
JUNE 30, 1995                                                               F-5 

NOTES TO FINANCIAL STATEMENTS                                               F-6 

 -5-

10KSB/A 7th Page of 26 TOC 1st Previous Next ↓Bottom Just 7th
REPORT OF INDEPENDENT AUDITORS

Board of Directors and Stockholders                                             
Mediware Information Systems, Inc.                                              
Melville, New York                                                              

         We have audited the accompanying consolidated balance sheet of Mediware
Information  Systems,  Inc. and subsidiaries as at June 30, 1996 and the related
consolidated  statements of operations,  stockholders' equity and cash flows for
each of the years in the two-year  period ended June 30, 1996.  These  financial
statements   are  the   responsibility   of  the   Company's   management.   Our
responsibility  is to express an opinion on these financial  statements based on
our audits.                                                                     

         We conducted our audits in accordance with generally  accepted auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.          

         In our opinion,  the  financial  statements  enumerated  above  present
fairly,  in all  material  respects,  the  consolidated  financial  position  of
Mediware  Information  Systems,  Inc. and  subsidiaries at June 30, 1996 and the
results  of their  operations  and their cash flows for each of the years in the
two-year  period  ended June 30,  1996 in  conformity  with  generally  accepted
accounting principles.                                                          

/s/ Richard A. Eisner & Company, LLP                                            

New York, New York                                                              
August 23, 1996                                                                 

With respect to Note E(1)                                                       
October 28, 1996                                                                

 F-1

10KSB/A 8th Page of 26 TOC 1st Previous Next ↓Bottom Just 8th
 MEDIWARE INFORMATION SYSTEMS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
 AS AT JUNE 30, 1996
================================================================================
 A S S E T S
(Note E)
Current assets:                                                                 

  Cash and cash equivalents (Note G) ............................ $  2,504,000

Accounts receivable, less estimated doubtful accounts                     
    of $188,000 (Note A) ........................................    3,509,000

Current portion of contract installment receivable                        
    (Note A).....................................................      252,000

  Inventories (Note A)...........................................      208,000

  Prepaid expenses and other current assets .....................      166,000
                                                                  ------------
         Total current assets ...................................    6,639,000

Long-term contract installments receivable, less current                        
  portion (Note A)...............................................      155,000

Fixed assets, at cost, less accumulated depreciation of                         
  $1,364,000 (Notes A and C).....................................      576,000

Capitalized software costs (Notes A and D)........................    1,012,000 

Excess of cost over fair value of net assets acquired,                        
net of accumulated amortization of $372,000                               
  (Notes A and B) ...............................................    6,737,000

Other assets ....................................................       38,000
                                                                  ------------
         T O T A L............................................... $ 15,157,000
                                                                  ============

 L I A B I L I T I E S

Current liabilities:                                                            

  Accounts payable............................................... $    483,000

  Accrued expenses and other current liabilities (Note F)........    1,775,000

  Advances from customers (Note A)...............................    1,379,000

  Current portion of capital leases payable .....................       15,000

  Notes payable (Note E).........................................    1,451,000
                                                                  ------------
         Total current liabilities...............................    5,103,000

Notes payable, less current portion (Note E)......................    5,728,000 

Capital leases payable, less current portion .....................       43,000 
                                                                  ------------
         Total liabilities.......................................   10,874,000
                                                                  ------------
Commitments and contingencies (Note H)                                        

STOCKHOLDERS' EQUITY
(Note G)

Common stock - $.10 par value; authorized 12,000,000                          
  shares; 4,931,320 shares issued and outstanding ...............      493,000

Additional paid-in capital .......................................   13,419,000 

(Deficit).........................................................   (9,629,000)
                                                                  ------------
         Total stockholders' equity .............................    4,283,000
                                                                   -------------
         T O T A L................................................$ 15,157,000
                                                                  ============

The accompanying notes to financial statements
are an integral part hereof.

 F-2

10KSB/A 9th Page of 26 TOC 1st Previous Next ↓Bottom Just 9th
 MEDIWARE INFORMATION SYSTEMS, INC. AND SUBSIDIARIES
 CONSOLIDATED STATEMENTS OF OPERATIONS

                                                 Year Ended June 30,
                                                ----------------------
                                              1996            1995
                                               ------          -------

Revenues:                                                                       

  System sales................................... $  5,781,000    $  3,824,000

  Services.......................................    4,651,000       4,255,000
                                                  ------------    ------------
         Total revenues..........................   10,432,000       8,079,000
                                                  ------------    ------------

Costs and expenses:                                                             

  Cost of systems................................    2,023,000       1,236,000

  Cost of services...............................    1,403,000       1,240,000

Purchased research and development                                        

(Note B).....................................    3,891,000            

  Software development costs.....................    1,438,000       1,387,000

  Selling, general and administrative............    4,966,000       4,136,000

   Arbitration (income) (Note H)..................                     (208,000)
                                                  ------------    ------------
                                                    13,721,000       7,791,000
                                                  ------------    ------------

Earnings (loss) before interest income                                          

  and expense....................................   (3,289,000)        288,000

Interest income...................................       14,000          51,000 

 Interest (expense)...............................     (216,000)       (249,000)
                                                  ------------    ------------

NET EARNINGS (LOSS)............................... $ (3,491,000)   $     90,000 
                                                  ============    ============

Earnings (loss) per share (Note A)................ $      (1.24)   $        .04 
                                                  ============    ============

Weighted average number of common and common                                    
  equivalent shares..............................    2,817,405       2,569,447
                                                  ============    ============

The accompanying notes to financial statements
are an integral part hereof.

 F-3

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               MEDIWARE INFORMATION SYSTEMS, INC. AND SUBSIDIARIES                                           
                 CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY                                             

                                        Common Stock                                                         
                                                                Additional                                   
                                                                  Paid-in                                    
                                                                  Capital                                    
                                     Shares         Amount                       (Deficit)         Total     

                                                                                                             

Balance - July 1,                                                                                            
   1994........................      2,521,743  $    252,000  $    8,083,000  $   (6,228,000) $    2,107,000 

Release of escrow                                                                                            
   shares......................         74,667         8,000          43,000                          51,000 

Issuance of                                                                                                  
   warrants....................                                       21,000                          21,000 

Net earnings...................                                                       90,000          90,000 
                                 -------------  ------------  --------------  --------------  -------------- 

Balance - June 30,                                                                                           
   1995........................      2,596,410       260,000       8,147,000      (6,138,000)      2,269,000 

Shares issued to                                                                                             
   nonemployee                                                                                               
   directors...................         86,040         9,000          86,000                          95,000 

 Exercise of                                                                                                 
   warrants....................        495,025        49,000         198,000                         247,000 

Shares issued in                                                                                             
   connection with                                                                                           
   private                                                                                                   
   placement                                                                                                 
   (Note G)....................      1,723,076       172,000       4,891,000                       5,063,000 

Shares issued as                                                                                             
   fees for                                                                                                  
   acquisitions                                                                                              
   (Note B)....................         30,769         3,000          97,000                         100,000 

Net (loss).....................                                                   (3,491,000)     (3,491,000)
                                 -------------  ------------  --------------  --------------  -------------- 

BALANCE - JUNE 30,                                                                                           
   1996........................      4,931,320  $    493,000  $   13,419,000  $   (9,629,000) $    4,283,000 
                                 =============  ============  ==============  ==============  ============== 

The accompanying notes to financial statements
are an integral part hereof.

 F-4

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               MEDIWARE INFORMATION SYSTEMS, INC. AND SUBSIDIARIES                                                    
                      CONSOLIDATED STATEMENTS OF CASH FLOWS                                                           
                                                                                           Year Ended June 30,        

                                                                                         1996              1995       
                                                                                        ------            -----       
                                                                                                                      
Cash flows from operating activities:                                                                                 
   Net earnings (loss)............................................................ $    (3,491,000)  $         90,000 
   Adjustments to reconcile net earnings (loss) to                                                                    
     net cash provided by operating activities:                                                                       
       Shares issued to nonemployee directors.....................................           95,000                   
       Provision for doubtful accounts............................................          162,000           128,000 
       Depreciation and amortization..............................................          709,000           735,000 
       Purchased research and development.........................................        3,891,000                   
       Proceeds from contract installments receivable.............................           20,000             7,000 
       Changes in operating assets and liabilities, net                                                               
         of effects from purchase of Pharmakon & JAC:                                                                 
           (Increase) in accounts receivable......................................        (640,000)          (314,000)
           (Increase) in inventories..............................................         (53,000)           (13,000)
           (Increase) decrease in prepaid and other assets                                 (28,000)            14,000 
           Increase (decrease) in accounts payable,                                                                   
             accrued expenses and customer advances...............................         665,000           (406,000)
                                                                                   ---------------   ---------------- 

             Net cash provided by operating activities............................       1,330,000            241,000 
                                                                                   ---------------   ---------------- 
Cash flows from investing activities:                                                                                 
   Acquisitions of fixed assets...................................................        (127,000)          (101,000)
   Capitalized software costs.....................................................        (496,000)          (356,000)
   Purchase of Pharmakon and JAC, net of cash acquired.                                 (3,893,000)                   
                                                                                   ---------------   ---------------- 
             Net cash (used in) investing activities..............................      (4,516,000)          (457,000)
                                                                                   ---------------   ---------------- 

Cash flows from financing activities:                                                                                 
   Proceeds from note payable and warrants........................................                            334,000 
   Repayment of debt..............................................................        (129,000)           (23,000)
   Proceeds from exercise of warrants.............................................         247,000                    
   Proceeds from private placement................................................       5,063,000                    
                                                                                   ---------------   ---------------- 
             Net cash provided by financing activities............................       5,181,000            311,000 
                                                                                   ---------------   ---------------- 

NET INCREASE IN CASH AND CASH EQUIVALENTS                                                1,995,000             95,000 

Cash and cash equivalents - beginning of period...................................         509,000            414,000 
                                                                                   ---------------   ---------------- 

CASH AND CASH EQUIVALENTS - END OF PERIOD......................................... $     2,504,000   $        509,000 
                                                                                   ===============   ================ 

Supplemental disclosures of cash flow information:                                                                    
     Cash paid during the period for:                                                                                 
       Interest................................................................... $        64,000   $         47,000 
       Income taxes...............................................................           6,000              3,000 
     Noncash transactions:                                                                                            
       Shares released from escrow, recorded as additional                                                            
         purchase price...........................................................                             51,000 
       Equipment acquired with capital leases.....................................          41,000                    
     The Company made acquisitions for $3,893,000 of cash                                                             
       in the year ended June 30, 1996.  The purchase                                                                 
       price was allocated to the assets acquired and                                                                 
       liabilities assumed based on their fair value as                                                               
       indicated in Note B........................................................      10,004,000                    
     Less cash acquired...........................................................         (11,000)                   
     Promissory note issued.......................................................      (6,000,000)                   
     Common stock issued..........................................................        (100,000)                   
                                                                                   ---------------                    

                                                                                   $     3,893,000                    
                                                                                   ===============                    

                 The accompanying notes to financial statements                                                       
                          are an integral part hereof.                                                                

 F-5

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(NOTE A) - The Company and its Significant Accounting Policies:                 

The  consolidated   financial   statements  include  the  accounts  of  Mediware
Information   Systems,   Inc.  and  its  wholly  owned  subsidiary,   Digimedics
Corporation  ("Digimedics") and its subsidiary J.A.C.  Computer Services Limited
("JAC").  All  significant  intercompany  transactions  have been  eliminated in
consolidation.                                                                  

Mediware  Information  Systems,  Inc. and subsidiaries (the "Company") develops,
installs and  maintains  computerized  information  systems for  hospital  blood
banks, pharmacies and surgical suites.                                          

As discussed in Note E, the Company has  $5,728,000  of long-term  debt which is
due on August 1, 1997.  The Company  will have to refinance  this  indebtedness.
There is no assurance that it will be able to do so on acceptable terms.        

[1]      Cash equivalents:                                    

                  The Company considers all highly liquid short-term investments
with a maturity of three months or less to be cash equivalents.                 

[2]      Revenue recognition:                                 

                  Revenue from the sale of systems is recognized  upon delivery,
although  payment may be due upon completion of other  contractual  obligations.
Service  revenue is  recognized  on a  straight-line  basis over the life of the
service agreements.                                                             

[3]      Long-term contract installments receivable:          

                  Contract installments receivable arising from sales of systems
with extended payment terms bear interest at rates from 7% to 16% and are due in
monthly installments through 1999.                                              

[4]      Inventories:                                         

                  Inventories,  which consist of equipment purchased for resale,
are valued at the lower of cost or market.  Cost is  determined  by the specific
identification method.                                                          

[5]      Fixed assets:                                        

                  Furniture and equipment are  depreciated by the  straight-line
method over their estimated useful lives of five years.  Leasehold  improvements
are  amortized  by the  straight-line  method  over the  remaining  terms of the
respective leases.                                                              

 F-6

10KSB/A 13th Page of 26 TOC 1st Previous Next ↓Bottom Just 13th
(NOTE A) - The Company and its Significant Accounting Policies:                 
(continued)                                                                     

[6]      Software development costs:                          

                  In accordance with Statement of Financial Accounting Standards
No. 86, the Company capitalizes certain costs associated with the development of
computer software.  Such costs, in addition to costs of purchased software,  are
amortized over the software's  estimated  useful life of five years.  Management
periodically  evaluates the recoverability of capitalized  software  development
costs and write-downs are taken if required.                                    

                  Costs to maintain  developed  programs  and other  development
costs incurred prior to  achievement  of technical  feasibility  are expensed as
incurred.  Such costs were  $956,000  and  $951,000 for the years ended June 30,
1996 and June 30, 1995, respectively. Software development costs reported on the
consolidated statements of operations include amortization (Note D).            

     [7]      Excess of cost over the fair value of net assets acquired:

                  The excess of cost over the fair value of net assets acquired,
which arose from the  acquisitions  of  Digimedics,  Pharmakon and JAC, is being
amortized on a  straight-line  basis over twenty years.  Management  continually
reevaluates the appropriateness of the amortization periods and related carrying
amount.  Goodwill is adjusted if events and circumstances indicate that an other
than temporary  decline in value below the current  unamortized  historical cost
has occurred.  Several factors are used to evaluate goodwill,  including but not
limited  to:  mangement's  plans for  future  products  and  operations,  market
position  and  continual  acceptance,  recent  operating  results and  projected
undiscounted cash flows.                                                        

[8]      Advances from customers:                             

                  Advances  from  customers   represent   contractual   payments
received by the Company.  Such  amounts are recorded as income upon  delivery of
the system  with  respect  to system  revenues  or over the life of the  service
agreement with respect to service revenue.                                      

[9]      Earnings (loss) per share:                           

                  Earnings  (loss) per share are based on the  weighted  average
number of shares outstanding during each year.                                  

                  Earnings per share are  computed on a primary  basis since the
fully diluted basis does not result in further dilution.                        

[10]     Use of estimates:                                    

 F-7

10KSB/A 14th Page of 26 TOC 1st Previous Next ↓Bottom Just 14th
(NOTE A) - The  Company  and its  Significant Accounting Policies:              
(continued)                                                                     

                  The  preparation  of financial  statements in conformity  with
generally accepted  accounting  principles requires management to make estimates
and assumptions  that affect the reported  amounts of assets and liabilities and
disclosure of  contingent  assets and  liabilities  at the date of the financial
statements  and the  reported  amounts  of  revenues  and  expenses  during  the
reporting period. Actual results could differ from those estimates.             

        [11]     Change in accounting principle and recently issued accounting
pronouncements:                                                                 

                  In 1995,  the  Financial  Accounting  Standards  Board  issued
Statement  of  Financial  Accounting  Standards  No.  121,  "Accounting  for the
Impairment of  Long-Lived  Assets and for  Long-Lived  Assets to be Disposed of"
("SFAS  121"),  and  Statement  of  Financial   Accounting  Standards  No.  123,
"Accounting for Stock-Based Compensation" ("SFAS 123"). SFAS 121 requires, among
other things,  that entities  identify events or changes in circumstances  which
indicate that the carrying amount of an asset may not be  recoverable.  SFAS 123
requires, among other things, that companies establish a fair value based method
of accounting or disclosure for stock-based compensation plans. These statements
are effective for the Company's fiscal year commencing July 1, 1996. The Company
believes that adoption of SFAS 121 and SFAS 123 will not have a material  impact
on its  financial  statements.  The  Company  expects to continue to account for
employee stock-based compensation in accordance with Accounting Principles Board
Opinion No. 25,  "Accounting  for Stock Issued to  Employees,"  using  intrinsic
values  with  appropriate  disclosures  using the fair value based  method.  The
Company has not elected to adopt SFAS 123 early.                                

(NOTE B) - Acquisitions:                                                        

On June 17, 1996,  Digimedics and  Information  Handling  Services  Group,  Inc.
("IHS") and its wholly owned subsidiary,  Continental  Healthcare Systems,  Inc.
("Continental"),  entered into an Asset Purchase  Agreement  whereby  Digimedics
purchased from Continental its Pharmakon  division  ("Pharmakon").  Also on June
17, 1996,  Digimedics purchased from Holland America Investment  Corporation,  a
wholly owned subsidiary of IHS, all of the issued and outstanding  capital stock
of JAC, a United  Kingdom  corporation.  Pharmakon and JAC develop,  install and
maintain  computerized  information systems for hospital pharmacies.  Digimedics
paid an  aggregate  of  $3,666,000  in cash  and  issued  a  $6,000,000  secured
promissory  note  (Note  E) for  both  acquisitions.  Digimedics  also  incurred
acquisition costs of $238,000 in cash (of which  approximately  $26,000 was to a
related  party)  and  issued  30,769  shares of common  stock as a fee valued at
$100,000 to related parties.                                                    

 F-8

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(NOTE B) - Acquisitions: (continued)                                            

The purchase price has been allocated to the assets acquired,  including cash of
$11,000, and liabilities assumed based on their fair values as follows:         

Purchase price:                                                                 

Cash......................................................... $  3,666,000
Note payable.................................................    6,000,000
Costs of acquisition.........................................      338,000
                                                              ------------

       T o t a l............................................. $ 10,004,000
                                                              ============

Assets acquired and liabilities                                                 
assumed:                                                                  
  Current assets............................................. $    638,000
  Fixed assets...............................................      248,000
  Other assets...............................................      151,000
  Purchased research and development.........................    3,891,000
Excess of cost over fair value                                        
    of net assets acquired...................................    5,873,000
   Current liabilities........................................     (797,000)
                                                              ------------
                                                              $ 10,004,000
                                                              ============

The  purchased   research  and   development  was  charged  to  operations  upon
acquisition.  The  acquisitions  have  been  accounted  for as a  purchase  and,
accordingly,  the  accompanying  financial  statements  include the  accounts of
Pharmakon and JAC from date of acquisition.                                     

As a result of the  above-mentioned  purchase,  the  Company has  $2,017,000  of
assets in the  United  Kingdom.  The  balance  of the  assets  are in the United
States.                                                                         

Pro forma summary of consolidated  operations,  based on the original agreement,
assuming the acquisition of Pharmakon and JAC has taken place on July 1, 1994:  

                                       Year Ended June 30,
                                      1996                1995
                                     ------              -----
                                       (Unaudited)
Revenue.................................  $  18,965,000       $  17,526,000   
                                       =============       =============
Net income...............................  $      26,000       $      37,000    
                                       =============       =============
Earnings per share......................  $         .01       $         .01   
                                       =============       =============

 F-9

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(NOTE B) - Acquisitions:  (continued)                                           

Digimedics  entered into an agreement with Continental to perform  Continental's
obligation  to provide  certain  services  for  customers of  Continental,  such
services to include installation of systems,  customizing systems, and providing
hardware.  The agreement also provides for  Digimedics to assist  Continental in
the collection of certain billed and unbilled accounts  receivable,  principally
due from the customers who will receive the above mentioned services. Digimedics
is to be  paid  approximately  $1,237,000  plus  30% of  amounts  collected  for
performing the foregoing services.                                              

(NOTE C) - Fixed Assets:                                                        

Fixed assets consist of the following as at June 30, 1996:                      

Computer, machinery, and office                                                 
       equipment...............................................  $ 1,614,000
Furniture........................................................      310,000  
Leasehold improvements...........................................       16,000  
                                                                 -----------

        T o t a l..............................................    1,940,000

Less accumulated depreciation....................................    1,364,000  
                                                                 -----------

        B a l a n c e..........................................  $   576,000
                                                                 ===========

(NOTE D) - Capitalized Software Costs:                                          

                                                    June 30,
                                                     1996         1995

Balance, beginning of year                                                      
 (net of accumulated amortization)................   $  998,000   $1,079,000
Additions...........................................      496,000      356,000  
Amortization........................................     (482,000)    (437,000) 
                                                     ----------   ----------
Balance, end of year (net of                                                    
 accumulated amortization)........................   $1,012,000   $  998,000
                                                     ==========   ==========

F-10

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(NOTE E) - Notes Payable:                                                       

At June 30, 1996 the Company has outstanding notes payable as follows:          

Promissory note issued in connection with the acquisition               
of Pharmakon and JAC (the "Acquisition Note") (Note B)                  
bearing interest at Citibank N.A.'s base rate 8.25% at                  
June 30, 1996 payable monthly commencing July 31, 1996,                 
due on or before November 30, 1996, collateralized by                   
substantially all of the assets of Digimedics and all                   
of the issued and outstanding stock of Digimedics and                   
JAC.  The loan agreement, among other matters, restricts                
the Company with respect to incurring any lien or                       
encumbrance on its property or assets, entering into new                
  indebtedness and paying any dividends  (1)................... $  6,000,000

Notes issued during the years ended June 30, 1995 and                   
June 30, 1994, bearing interest at 12% per annum, due                   
on or before August 1, 1997, collateralized by the                      
trade accounts receivable of Digimedics which has a                     
balance at June 30, 1996 of $1,069,000, net of estimated                
doubtful  accounts of $66,000, (including                               
 $804,000 issued to directors)  (2)...........................   1,179,000

                                                                 7,179,000

Less current maturities..........................................   1,451,000   
                                                                 ---------
                                                                $5,728,000
                                                                ==========

(1)      On October 28, 1996 the  promissory  note was amended to provide for an
         extension of the due date to August 1, 1997.  The  extension  agreement
         provides for an immediate payment of $1 million and monthly payments of
         $100,000 for principal and interest. In addition, the interest rate was
         increased to 15% on  approximately  $3,763,000  with the original  rate
         remaining  for  $1,237,000.  The  agreement  provides  for the  monthly
         payments to be first applied to the interest on the portion of the loan
         subject to the  original  rate.  The  remainder is to be applied to the
         interest,  then  principal,  of the loan subject to 15%. As a result of
         this amendment, $4,549,000 of this liability is classified as long-term
debt.                                                         

F-11

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(NOTE E) - Notes Payable:  (continued)                                          

(2)      These notes are  subordinated to the  acquisition  note. In conjunction
         with the  issuance  of these  notes  the  Company  issued  warrants  to
         purchase  1,040,025  shares  of  common  stock  for $0.50 per share and
         129,695 shares for $1.25 per share,  exercisable  through September 30,
         2004.  The  Company  recorded  debt  discount  and  additional  paid-in
         capital.  The debt discount was expensed in prior years since the notes
         were initially due prior to the current  fiscal year.  During May 1996,
495,025 of the $0.50 warrants were exercised.                 

(NOTE F) - Accrued Expenses and Other Current Liabilities:                      

Accrued expenses and other current  liabilities consist of the following at June
30, 1996:                                                                       

Wages and related benefits....................................  $   562,000     
Private placement costs.......................................      282,000     
Interest......................................................      312,000     
Acquisition costs.............................................      133,000     
Other.........................................................      486,000     
                                                           -----------

    T o t a l............................................  $ 1,775,000
                                                           ===========

(NOTE G) - Stockholders' Equity:                                                

[1]      Stock options and warrants:                          

                  Pursuant to the  Company's  Stock Option Plan (the "Plan") the
number of shares  reserved for issuance is equal to the lower of twenty  percent
of the outstanding shares of common stock or 500,000 shares. The options entitle
holders to purchase  shares of common  stock at an exercise  price not less than
the  fair  value  of the  common  stock  at the  date of  grant.  Up to  107,772
additional options may be issued under this plan.                               

                  The Company  also has options  outstanding  pursuant to a 1982
Stock Option Plan (the "1982 Plan") and a  Non-Employee  Directors  Stock Option
Plan (the  "Non-Employee  Directors Plan"). No additional options may be granted
under the 1982 Plan and  60,685  additional  options  may be  granted  under the
Non-Employee  Directors Plan. The options under the Non-Employee  Directors Plan
entitle the holders to purchase  shares of common  stock at a price equal to the
fair value on the date of grant.                                                

F-12

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(NOTE G) - Stockholders' Equity:  (continued)                                   

[1]      Stock options and warrants:  (continued)             

                  The  following   table  sets  forth   summarized   information
concerning the Company's stock options:                                         

                                 Number of
                                                    Shares      Exercise Price
                                                   ---------    --------------

Outstanding - July 1, 1994........................  622,266      $1.00 - $5.25  
Options granted...................................   35,004      $1.00 - $1.19  
Options cancelled  ...............................  (78,705)     $1.00 - $1.76  
                                --------

Outstanding - June 30, 1995.......................  578,565      $1.00 - $5.25  
Options granted...................................   80,002      $1.00 - $1.76  
Options cancelled.................................  (56,893)     $1.00 - $1.76  
                                --------

Outstanding - June 30, 1996.......................  601,674      $1.00 - $5.25  
                                ========
Exercisable.......................................  438,060      $1.00 - $5.25  
                                ========

                  The  Company  had  outstanding  warrants  for the  purchase of
87,000 shares of its common stock at $5.775 per share which expired on August 5,
1996.  The Company  also has  outstanding  warrants  for the purchase of 545,000
shares of its  common  stock at $.50 per share and for the  purchase  of 129,695
shares at $1.25 per share exercisable through September 30, 2004 (Note E).      

[2]      Private Placement:                                   

                  During June 1996, the Company completed a private placement of
its  securities.  The Company  issued  1,692,308  shares of its common stock for
$3.25 a share, yielding net proceeds of approximately  $5,063,000 after expenses
totaling approximately $437,000 (of which approximately $65,000 was to a related
party).  The Company also issued 30,768 shares to related parties as a placement
fee valued at $100,000.                                                         

F-13

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(NOTE H) - Commitments and Contingencies:                                       

[1]      Operating leases:                                    

                  Rental  commitments  for the  remaining  term of the Company's
noncancellable leases relating to office space expiring at various dates through
2004 are as follows:                                                            

Year Ending                                 
June 30,                                

             1997 . . . . . . . . . . . . . . . .     $  477,000
             1998 . . . . . . . . . . . . . . . .        487,000
             1999 . . . . . . . . . . . . . . . .        228,000
             2000 . . . . . . . . . . . . . . . .        174,000
             2001 . . . . . . . . . . . . . . . .        153,000
             Thereafter . . . . . . . . . . . . .        101,000
                                                      ----------

                       T o t a l. . . . . . . . .     $1,620,000
                                                      ==========

                  Certain leases provide for additional payments for real estate
taxes and insurance and contain an escalation  clause for increases in utilities
and services. Rental expense for the years ended June 30, 1996 and June 30, 1995
aggregated $213,000 and $212,000, respectively.                                 

[2]      Software license agreement:                          

                  In September  1990,  the Company  entered into an agreement to
acquire a perpetual exclusive license for a computerized  information system for
hospital  operating rooms for $750,000.  In addition to the purchase price,  the
Company was required to pay  royalties of 5% to 15% of sales of the product.  To
maintain  exclusivity,  the  Company  was  required  to pay  cumulative  royalty
payments of $675,000,  by  September  1995  ($375,000  by September  1994 and an
additional $300,000 by September 1995).                                         

                  Subsequently,  the  licensor  asserted  a variety of breach of
contract and other  violations of the  agreement  and  commenced an  arbitration
proceeding  in June 1992.  On November 7, 1994 the  arbitral  panel  rendered an
award confirming the Company's  exclusivity for its Surgiware  product,  and its
license  for another  hospital  scheduling  software  product  developed  by the
licensor.  The award also established  December 31, 1994 as the due date for the
Company  to make the  payment  of  $375,000  due  September  1994 to retain  its
exclusivity.                                                                    

F-14

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(NOTE H) - Commitments and Contingencies:  (continued)                          

[2]      Software license agreement:  (continued)             

                  During the fourth  quarter of the year ended June 30, 1994 the
Company  expensed costs of $1,222,000 in connection with the  arbitration.  Such
costs  included  $208,000  which the Company  intended to pay to the licensor to
retain  exclusivity;  the  balance is  principally  legal fees and  expenses  in
connection with the arbitration. During the year ended June 30, 1995 the Company
elected not to make the payments required to maintain exclusivity.  Accordingly,
the liability recorded in the prior year was reversed.                          

[3]      Release of common shares held in escrow:             

                  On November  10, 1994 the Company was informed by the Superior
Court of  California  that it would be required to release  74,667 shares of its
common  stock,  which  were  being held in  escrow,  to former  stockholders  of
Digimedics Corporation, a wholly owned subsidiary. Upon releasing the shares the
Company  increased its number of common  shares  outstanding  and,  accordingly,
recorded  additional capital and increased the excess of cost over fair value of
net assets acquired,  by approximately $51,000 which is being amortized over the
remaining life of such asset.                                                   

[4]      Other matters:                                       

                  Substantially  all of the  Company's  cash is on  deposit at a
major metropolitan bank.                                                        

(NOTE I) - Income Taxes:                                                        

                  At June 30, 1996 the Company has available net operating  loss
carryforwards   to  reduce  future  federal  taxable  income  of   approximately
$7,500,000  which is limited as to the amount which may be used in any one year.
At June 30, 1996 the Company  also has  available  general  business  tax credit
carryforwards   to  reduce  future   current   federal  income  tax  expense  of
approximately  $321,000.  The net operating loss  carryforwards and business tax
credit   carryforwards   expire  in  various  amounts  through  2009  and  2011,
respectively.                                                                   

                  SFAS 109 requires the  recognition  of deferred tax assets and
liabilities for both the expected  future tax impact of differences  between the
financial  statements  and tax  basis of  assets  and  liabilities,  and for the
expected  future  tax  benefit  to be  derived  from  tax  loss  and tax  credit
carryforwards.  SFAS 109 additionally  requires the establishment of a valuation
allowance to reflect the likelihood of  realization  of deferred tax assets.  At
June 30, 1996 the Company has total deferred tax  liabilities  of  approximately
$396,000 and total deferred tax assets of approximately $5,034,000.  The Company
has recorded a valuation  allowance for the amount by which  deferred tax assets
exceed deferred tax liabilities  and, as a result,  the Company has not reported
any liability or asset for deferred taxes at June 30, 1996.                     

F-15

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(NOTE I) - Income Taxes:  (continued)                                           

                  The major  deferred  tax asset  (liability)  items at June 30,
1996 are as follows:                                                            

                 Net operating loss carryforwards................  $ 3,019,000
                 Business tax credit carryforwards...............      321,000
                  Software cost capitalization....................     (396,000)
                 Purchased research and development .............    1,551,000
                 Other...........................................      143,000
                                                                   -----------

                                                                     4,638,000

   Valuation allowance............................................   (4,638,000)
                                                                   -----------

                                                                $  - 0 -
                                                                ========

                  The  difference  between the tax provision and the amount that
would be computed by applying the  statutory  federal  income tax rate to income
before taxes is attributable to the following:                                  

                                                   Year Ended June 30,
                                                   1996           1995

Income tax provision (benefit) -                                                
 statutory rate...................................  $ (1,187,000)  $  30,000
Provision for state income taxes                                                
(benefit) - net of federal                                                
 benefit (expense)................................     (187,000)       7,000
(Reduction) increase in valuation                                               
  allowance on deferred tax assets.................    1,374,000      (37,000)
                                                    -----------    ---------

                                                    $    - 0 -     $   - 0 -
                                                    ==========     =========

F-16

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 PART IV

ITEM 13.          EXHIBITS AND REPORTS ON FORM 8-K                              

Exhibits                                    
--------                                    

                  A list of the  Exhibits  is set  forth in the  Exhibit  Index,
which index precedes such  Exhibits,  and which is  incorporated  herein by this
reference thereto.                                                              

Reports on Form 8-K                         
-------------------                         

                  A report on Form 8-K was filed July 1, 1996  reporting as Item
2  the  acquisition  of  the  Pharmakon  Division  ("Division")  of  Continental
Healthcare Systems, Inc. and JAC Computer Services Ltd. ("JAC"). Amendment No. 1
to the report on Form 8-KA was filed on September 13, 1996,  which included,  as
Item 7,  audited  financial  statements  of the  Division and JAC for the fiscal
years ended  November 30, 1994 and November 30, 1995,  for the five months ended
April 30, 1996 for the  Division and JAC, and  consolidated  proforma  financial
information  (i) combining  the statement of operations  for the Company for the
nine months  ended  March 31,  1996 with the  statement  of  operations  for the
Division and JAC for the nine months  ending  April 30, 1996 and (ii)  combining
the statement of operations for the Company, the Division and JAC for the twelve
months ended June 30, 1996. Amendment No.2 to the report on Form 8-K/A was filed
on January 31,  1997,  to reflect the  inclusion  of the  signature  line of the
Report of Independent Auditors of Richard A. Eisner & Company, LLP.             

 -6-

10KSB/A 24th Page of 26 TOC 1st Previous Next ↓Bottom Just 24th
SIGNATURES

                  In  accordance  with  Section  13 or 15(d)  of the  Securities
Exchange Act of 1934,  the Registrant has caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.                           

                                Mediware Information Systems, Inc.
                                ----------------------------------
                      (Registrant)
                        By:        /s/ Les N. Dace
                                __________________________________
                                  Les N. Dace, President

Dated:  January 31, 1997                                                        

                  In accordance  with the Securities  Exchange Act of 1934, this
report  has  been  signed  below  by the  following  persons  on  behalf  of the
registrant and in the capacities and on the dates indicated.                    

Signature                       Title                          Date     
---------                       -----                          ----     

/s/ Les N. Dace              President, CFO & CEO              January 31, 1997 
------------------------     Director (Principal Executive                      
(Les N. Dace)                Officer, Principal Financial                       
Officer and Principal 
Accounting Officer)   

/s/ Lawrence Auriana         Chairman of the Board;            January 31, 1997 
------------------------     Director                                           
(Lawrence Auriana)                                                              

* Jonathan Churchill         Director                          January 31, 1997 
------------------------                                                        
(Jonathan Churchill)                                                            

* Roger Clark                Director                          January 31, 1997 
------------------------                                                        
(Roger Clark)                                                                   

------------------------     Director                                           
(Joseph Delario)                                                                

* John Frieberg              Director                          January 31, 1997 
------------------------                                                        
(John Frieberg)                                                                 

------------------------     Director                                           
(Walter Kowsh, Jr.)                                                             

* Hans Utsch                 Director                          January 31, 1997 
------------------------                                                        
(Hans Utsch)                                                                    

* Clinton G. Weiman          Director                          January 31, 1997 
------------------------                                                        
(Clinton G. Weiman)                                                             

* By Les N. Dace                                                                
Attorney-in-fact                                                            

 -7-

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 EXHIBIT INDEX

Exhibit                                                                         
No.                      Description                                        
-------                    -----------                                          

3.1        Restated Certificate of Incorporation       Incorporated by Reference
                                                     to Exhibit No. 4 to the
                                                    Registration Statement
                                                     (the "1996 Registration
                                                     Statement") on Form S-8
                                                 (File No. 333-7591)

3.2        By-laws                                     ***                      

10.1       Agreement between the Company and           **                       
Intellimed Corporation dated September 25,                
1990                                                      

10.3.1     Asset Purchase Agreement dated June 17,     *                        
1996 among Digimedics Corporation and                     
Continental Healthcare Systems, Inc. and                  
Information Handling Services Group, Inc.                 

10.3.2     Stock Purchase Agreement dated June 17,     *                        
1996 among Digimedics Corporation and                     
Holland America Investment Corporation                    
and Information Handling Services Group,                  
Inc.                                                      

10.3.3     Amended and Restated Secured Promissory     ***                      
Note of Digimedics Corporation dated                      
October 28, 1996 in the principal amount                  
of $5,000,000 to Continental Healthcare                   
Systems, Inc.                                             

10.3.4    Pledge Agreement dated June 17, 1996        *                       
between Mediware and Continental                          
Healthcare Systems, Inc.                                  

10.3.5     Charge dated June 17, 1996 between          *                        
Digimedics Corporation and Continental                    
Healthcare Systems, Inc.                                  

10.3.6     General Security Agreement dated June 17,   *                        
1996 between Digimedics Corporation and                   
Continental Healthcare Systems, Inc.                      

10.3.7     Guaranty dated June 17, 1996 by Mediware    *                        
in favor of Continental Healthcare Systems,               
Inc.                                                      

10.7       Letters outlining terms of engagement for   ***                      
Les Dace, Thomas Mulstay, and John Esposito               

 -8-

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Exhibit                                                                         
No.                      Description                                        
-------                    -----------                                          

10.8       Employee Stock Option Plan, 1982, as        **                       
amended                                                   

10.9       Form of Stock Option Agreement under 1982   **                       
Plan                                                      

10.10      Form of Stock Option Agreement with         **                       
Quadrocom, Inc.                                           

10.13      1992 Employee Stock Option Plan             Incorporated by reference
                                                       to Exhibit C to Company's
                                                   Proxy Statement dated
                                               December 17, 1991

10.14      Stock Option Plan for Non-Employee          Incorporated by reference
                                                       to Exhibit Directors B to
                                                       Company's Proxy Statement
                                                     dated December 17, 1991

10.15      Form of Stock Option Agreement under 1992   ***                      
Employee Stock Option Plan                                

10.16.1    Form of Note for Interim Financing          ***                      

10.16.2    Form of Warrant for Interim Financing       ***                      

21         Subsidiaries of the registrant              ***                      

23         Consent of Richard A. Eisner & Company,                              
LLP                                                       

24         Powers of Attorney                          ***                      

27         Financial Data Schedule                     ***                      

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

*        Incorporated by reference to Exhibits 2(a),  2(b),  2(c),  2(d),  2(e),
         2(f) and 2(g),  respectively,  in the Company's  Current Report on Form
8-K, filed on July 1, 1996.                                   

**       Incorporated by reference to the Exhibit  bearing the same  designation
in the 1991 Registration Statement.                           

***      Previously filed.

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Dates Referenced Herein and Documents Incorporated by Reference

		Referenced-On Page
This ‘10KSB/A’ Filing	Date	First	Last	Other Filings

	9/30/04	18	19	10-Q, 8-K
	8/1/97	2	17
	6/30/97	20		10KSB, 10KSB/A, NT 10-K
Filed on:	1/31/97	23	24	10QSB/A, 8-K/A
	11/30/96	2	17
	10/28/96	2	25
	10/25/96	1
	9/13/96	23		8-K/A
	8/23/96	7
	8/5/96	19
	7/31/96	17
	7/1/96	14	26	8-K
For Period End:	6/30/96	1	23	10KSB, NT 10-K
	6/17/96	14	25	8-K, 8-K/A
	4/30/96	23
	3/31/96	23		10QSB, 10QSB/A
	11/30/95	23
	6/30/95	6	21
	12/31/94	20
	11/30/94	23
	11/10/94	21
	11/7/94	20
	7/1/94	10	19
	6/30/94	17	21
				List all Filings

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Filing Submission 0000896058-97-000029 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Mediware Information Systems Inc – ‘10KSB/A’ for 6/30/96

As of: Friday, 1/31/97 · For: 6/30/96 · Accession #: 896058-97-29 · File #: 1-10768

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Amendment to Annual Report — Small Business — Form 10-KSBFiling Table of Contents

10KSB/A — Amendment No. 1 to Form 10KSBDocument Table of Contents

Dates Referenced Herein and Documents Incorporated by Reference

Amendment to Annual Report — Small Business — Form 10-KSB
Filing Table of Contents

10KSB/A — Amendment No. 1 to Form 10KSB
Document Table of Contents