**FORM 10-K/A**

** **

**AMENDMENT NO. 1**

** **

**SECURITIES AND EXCHANGE COMMISSION**

**WASHINGTON, D.C.20549**

** **

| **ý****ANNUAL REPORT  PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE  ACT OF 1934**                                                                                                                                                                      |
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                                                                                                                                                                                                                                                                           |
| **For the fiscal year ended October 31,  2003**                                                                                                                                                                                                                           |
|                                                                                                                                                                                                                                                                           |
| **o****TRANSITION REPORT  PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934**                                                                                                                                                                        |
|                                                                                                                                                                                                                                                                           |
| **For the transition period from                       to                     ** |

 

**Commission file number****0-23598**

 

**NWH, INC.**

(Exact name of registrant as specified in itscharter)

 

| **Delaware**                                                    |   | **13-3735316**                    |
|-----------------------------------------------------------------|--------|-----------------------------------|
| (State or other jurisdiction of  incorporation)                 |   | (IRS Employer Identification No.) |
|                                                            |   |                              |
| **156 West 56th Street, Suite  2001, New York, New York 10019** |
| (Address of principal executive offices and  zip code)          |
|                                                            |   |                              |
| **(212) 582-1212**                                              |
| (Registrant’s telephone number, including  area code)      |

 

Securities registered pursuant tosection 12(b) of the Act: **None**

 

Securities registered pursuant tosection 12(g) of the Act:

**Common Stock, $.01 Par Value**

**Rights to Purchase Series A Junior PreferredStock**

 

Indicate by check mark whether the registrant(1) has filed all reports required to be filed by Section 13 or 15(d) ofthe Securities Exchange Act of 1934 during the preceding 12 months (or for suchshorter period that the registrant was required to file such reports), and (2)has been subject to such filing requirements for the past 90 days.

Yes  ý  No  o  

 

Indicate by check mark if disclosure ofdelinquent filers pursuant to Item 405 of Regulation S-K is not containedherein, and will not be contained, to the best of registrant’s knowledge, indefinitive proxy or information statement incorporated by reference in Part IIIof this Form 10-K/A or any amendment to this Form 10-K/A  o.

 

 

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The aggregate market value of the votingstock held by non-affiliates of the registrant was approximately $46,688,611 asof February 27, 2004, based upon the last sales price per share of theRegistrant’s Common Stock, as reported on the Nasdaq National Market on suchdate.  As of February 27, 2004,2,924,631 shares of Common Stock, $.01 par value, of the Registrant wereoutstanding.

 

Indicate bycheck mark whether the registrant is an accelerated filer (as defined in Rule12b-2 of the Exchange Act).

 

Yes  o  No  ý

 

DOCUMENTS INCORPORATED BY REFERENCE

 

None.  NWH, Inc. hereby amends its Annual Report on Form 10-K for theyear ended October 31, 2003, filed with the Commission on January 29,2004, by adding the information required by Items 10 through 13.

 

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**PARTIII**

 

ITEM 10.                       DIRECTORSAND EXECUTIVE OFFICERS OF THE REGISTRANT

 

Information concerning the current directorsand executive officers of the Company is set forth as follows:

 
| **Name**                |   | **Age** |   | **Position**                                    |
|-------------------------|--------|---------|--------|-------------------------------------------------|
|                    |   |    |   |                                            |
| Terrence S. Cassidy     |   | 61      |   | President, Chief Executive Officer and Director |
| Thomas R. DiBenedetto   |   | 54      |   | Director                                        |
| Paul Tobin              |   | 60      |   | Director                                        |
| Michael A. McManus, Jr. |   | 60      |   | Director                                        |
| Vincent Tese            |   | 60      |   | Director                                        |
| Timothy A. Mathews      |   | 41      |   | Executive Vice President - Technology           |

 
| **Terrence S. Cassidy** | Director Since 1993  Serving until 2006 Annual Meeting of Stockholders |
|-------------------------|------------------------------------------------------------------------|

 

Mr. Cassidy has been President, Chief Executive Officer and a directorof the Company since its incorporation in August 1993. He was anindependent financial consultant from 1988 to 1993. Prior to 1988, he served asa Vice President and principal of Allen & Company Incorporated, aninvestment banking firm, for 15 years with a concentration in communications.Prior to 1973, he served as co-director of research at Shields & Company, abrokerage firm. From 1994 to 2000, he was a director of Absolute Bank, aRepublic of Georgia bank.

 
| **Thomas R.  DiBenedetto** | Director Since 1993  Serving until 2006 Annual Meeting of Stockholders |
|----------------------------|------------------------------------------------------------------------|

 

Since 1992, Mr. DiBenedetto has been President of Junction Investors,Ltd., an investment banking firm based in Boston, Massachusetts. From 1983 tothe present, he has been a general partner of Boston International Group, LP, aprivate investment fund.  He has been,since 1985, a director and member of the Audit Committee of Alexanders Inc., aretailing and real estate company.  From1982 to the present, he has been a Managing Director of Olympic Partners, areal estate investment firm.

 
| **Michael A. McManus,  Jr.** | Director Since 1994  Serving until 2005 Annual Meeting of Stockholders |
|------------------------------|------------------------------------------------------------------------|

 

Mr. McManus has been President and CEO of Misonix Inc., a medicaldevice company, since November, 1998. He was President and Chief Executive Officer of New York Bancorp Inc.(“NYBI”) from 1991 to 1998, a director of NYBI from 1990 to 1998 and a directorand Vice Chairman of Home Federal Savings Bank, NYBI’s subsidiary, from 1991 to1998.  He is also a director of AmericanHome Mortgage Holdings, Inc., Liquid Audio, Inc. and Novavax Inc. and

 

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Chairman of the Audit Committee of Novavax Inc.  He has served in numerous governmentcapacities, including Assistant to the President of the United States from 1982to 1985 and as Special Assistant to the Secretary of Commerce during the FordAdministration.

 
| **Vincent Tese** | Director Since 2000  Serving until 2005 Annual Meeting of Stockholders |
|------------------|------------------------------------------------------------------------|

 

Mr. Tese has been Chairman of Wireless Cable International Inc. sinceApril 1995.  Mr. Tese was Chairmanof Cross Country Wireless Inc. from October 1994 to July 1995 and wasa corporate officer and a general partner of Cross Country Wireless Inc.’spredecessors, Cross Country Wireless Cable - I, L.P. and Cross Country WirelessCable West, L.P., from 1990 until October 1994. Mr. Tese was the Directorof Economic Development for the State of New York from June 1987 toDecember 1994. Mr. Tese is currently a director and Chairman of the AuditCommittee of The Bear Stearns Companies, Inc. and a director of Bowne &Co., Inc., Cablevision, Inc., Mack-Cali Realty Corporation, Lynch InteractiveCorporation, Custodial Trust Company and Gabelli Asset Management Inc.

 
| **Paul J. Tobin** | Director Since 2004  Serving until 2004 Annual Meeting of Stockholders |
|-------------------|------------------------------------------------------------------------|

 

Mr. Tobin has served as Chairman of the Board of Directors of BostonCommunications Group, Inc. since February 1996. Mr. Tobin served as BostonCommunications Group, Inc.’s President and Chief Executive Officer from 1990until February 1996, and from April 1997 to February 1998. Priorto joining Boston Communications Group, Inc., Mr. Tobin served as President ofCellular One Boston/Worcester from July 1984 to January 1990 and as aRegional Marketing Manager for Satellite Business Systems, a joint venture ofIBM, Comsat Corp. and Aetna Life & Casualty from April 1980 toJune 1984. Mr. Tobin received his B.S. in economics from Stonehill Collegeand his M.B.A. in marketing and finance from Northeastern University. Mr. Tobinalso serves as a member of the Board of Trustees at Stonehill College.

 

**Timothy A. Mathews**

 

*Executive VicePresident - Technology.*  Mr. Mathews has served as the Company’s Executive Vice President- Technology since September 1995. For more than seven years prior to that time, he served in a variety ofmanagerial capacities for other pay television companies, including inconstruction, technical, supervisory, contractor, marketing and installationcapacities.

 

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**Audit CommitteeFinancial Expert**

 

The Board of Directors hasdetermined that Thomas R. DiBenedetto and Michael A. McManus, Jr. each qualifyas an “audit committee financial expert” within the meaning of the rules of theSecurities and Exchange Commission (the “SEC”) and as financially sophisticatedaudit committee members under the Nasdaq National Market Rules.

 

**Identification of the Audit Committee**

 

The Company has a standing audit committee established in accordancewith Section 3(a)(58) of the Exchange Act.  The members of the audit committee are Michael A. McManus, Jr.,Thomas R. DiBenedetto and Paul Tobin.

 

**Section 16(a)Beneficial Ownership Reporting Compliance**

 

Section 16(a) of the Exchange Act requires the Company’s officers,directors and beneficial owners of more than ten percent of any class of equitysecurities of the Company to file initial reports of ownership and reports ofchanges in ownership with the “SEC” and each exchange on which its securitiesare traded. Officers and directors are required by SEC regulations to furnishthe Company with copies of all Section 16(a) forms they file. Based solelyon a review of the copies of such forms furnished to the Company, all requisitefilings were made in 2003 except that option grants to Messrs. Tese, McManusand a former director, Louis B. Lloyd, were reported late on Form 5, and oneForm 4 for Mr. DiBenedetto was filed late.

 

**Code of Ethics**

 

The Company has adopted a Code of Ethics that applies to its directors,officers and employees.  A copy of theCompany’s Code of Ethics will be provided free of charge, upon written requestto the following address:  NWH, Inc.,156 West 56th Street Suite 2001, New York, NY 10019, Attention:Carl Nicola.  

 

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ITEM 11.                       EXECUTIVECOMPENSATION

 

The following table sets forth information as to compensation paid bythe Company and its subsidiaries for the fiscal years ended October 31,2001, 2002, and 2003 to each of the directors and executive officers of theCompany:

 

**SummaryCompensation Table**

 
|                                                        |   |     |    |                     |   |         |   |                                   |   | **Long-Term  Compensation**     |   |                                                  |   |
|-------------------------------------------------------------|--------|----------|---------|--------------------------|--------|--------------|--------|----------------------------------------|--------|---------------------------------|--------|-------------------------------------------------------|--------|
|                                                        |   |     |    | **Annual  Compensation** |   | **Awards**   |   | **Payouts**                            |   |                            |   |
| **(a)**                                                     |   | **(b)**  |    | **(c)**                  |   | **(d)**      |   | **(e)**                                |   | **(f)**                         |   | **(g)**                                               |   | **(h)** |   | **(i)** |   |
| **Name and  Principal Position**                            |   | **Year** |    | **Salary($)**            |   | **Bonus($)** |   | **Other  Annual  Compen  sation  ($)** |   | **Restricted  Stock  Award(s)** |   | **Securities  Underlying   Options/********SARs (#)** |   | **LTIP  Payouts  ($)** |   | **All  Other  Compen  sation  ($)** |   |
|                                                        |   |     |    |                     |   |         |   |                                   |   |                            |   |                                                  |   |   |   |   |   |
| Terrence S.  Cassidy, President and Chief Executive Officer |   | 2003     |    | 299,000             |   |         |   |                                   |   |                            |   | 96,153                                                |   |   |   |   |   |
|                                                        | 2002   |     | 274,000 |                     |   |         |   |                                   |   |                            |   |                                                  |   |   |   |   |
|                                                        | 2001   |     | 260,000 |                     |   |         |   |                                   |   |                            |   |                                                  |   |   |   |   |
|                                                        |   |     |    |                     |   |         |   |                                   |   |                            |   |                                                  |   |   |   |   |   |
| Michael J. Specchio,  Chairman (2)                          |   | 2003     |    | -0-                      |   |         |   |                                   |   |                            |   |                                                  |   |   |   |   |   |
|                                                        | 2002   |     | -0-     |                     |   |         |   |                                   |   |                            |   |                                                  |   |   |   |   |
|                                                        | 2001   | (1)      | 75,000  |                     |   |         |   |                                   |   |                            |   |                                                  |   |   |   |   |
|                                                        |   |     |    |                     |   |         |   |                                   |   |                            |   |                                                  |   |   |   |   |   |
| Timothy Mathews,  Executive Vice President- Technology      |   | 2003     |    | 120,000                  |   |         |   |                                   |   |                            |   |                                                  |   |   |   |   |   |
|                                                        | 2002   |     | 120,000 |                     |   |         |   |                                   |   |                            |   |                                                  |   |   |   |   |
|                                                        | 2001   |     | 120,000 |                     |   |         |   |                                   |   |                            |   |                                                  |   |   |   |   |

 

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(1)   Paid to an affiliate of Mr.Specchio.

(2)   Resigned in March 2000.

 

**Option Grants and Surrenders**

 

**Option/SAR Grants in Last Fiscal Year**

 
| **Name** |   | **Number of  Shares  Underlying  Options  Granted** |   | **% of Total  Options  Granted to  Employees  in 2002** |   | **Exercise  or Base  Price** |   | **Expiration  Date** |   | **Grant Date  Fair Value (1)** |   |
|----------|--------|-----------------------------------------------------|--------|---------------------------------------------------------|--------|------------------------------|--------|----------------------|--------|--------------------------------|--------|
|     |   |                                                |   |                                                    |   |                         |   |                 |   |                           |   |
|     |   |                                                |   | None                                                    |   |                         |   |                 |   |                           |   |

 

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**Aggregated Option/SAR Exercises in LastFiscal Year and FY-End Option/SAR Values**

 

** **
| **(a)**  |   | **(b)**                               |   | **(c)**                  |   | **(d)**                                                                         |   | **(e)**                                                               |   |
|----------|--------|---------------------------------------|--------|--------------------------|--------|---------------------------------------------------------------------------------|--------|-----------------------------------------------------------------------|--------|
|     |   |                                  |   |                     |   | **Number of  Securities  Underlying  Unexercised  Options/SARs at  FY-End (#)** |   | **Value of  Unexercised In-  the-Money  Options/SARs at  FY-End ($)** |   |
| **Name** |   | **Shares  Acquired on  Exercise (#)** |   | **Value  Realized  ($)** |   | **Exercisable/  Unexercisable**                                                 |   | **Exercisable/  Unexercisable**                                       |   |
|     |   |                                  |   | None                     |   |                                                                            |   |                                                                  |   |

 

*Remuneration of Directorsand Related Matters*

 

Each member of the Board of Directors, otherthan an employee-director (Mr. Cassidy is the only such employee-director),receives an annual fee of $5,000 and $500 per meeting attended ($1,000 perAudit Committee meeting), and, in addition, he will automatically be granted anoption to purchase 2,500 shares of our Common Stock on the date of our annualstockholder’s meeting pursuant to our 2000 Director Option Plan.  The Chairman of the Audit Committee (Mr.DiBenedetto) receives an additional fee of $500 per Audit Committee Meeting.

 

Each of Messrs. DiBenedetto, McManus and Tesereceived a five-year option to purchase 2,500 shares at an exercise price of$17.22 per share in June 2003 pursuant to our 2000 Director OptionPlan.  Mr. Tobin received a five yearoption to purchase 5,000 shares at an exercise price of $19.59 per share onbecoming a director in February 2004 pursuant to our 2000 Director OptionPlan.

 

Except as set forth above, we have not namedparticular individuals who will receive options or rights under the 1993Incentive Option Plan or 1997 Equity Incentive Plan, as amended, we have notset the number of shares to be covered by any options or rights granted to asingle individual, and we have not set the number of individuals who willreceive grants of such options or rights. We will use the proceeds, if any,from the sale of stock pursuant to the 1993 Incentive Option Plan, 1997 EquityIncentive Plan or 2000 Director Option Plan for the general purposes of the Company.In addition, our Board of Directors will determine uses for proceeds from thereceipt of payment in shares of Common Stock, including redelivery of theshares received upon exercise of options.

 

*Employment Contractsand Other Arrangements with Executive Officers*

 

Pursuant to the employment agreement, asamended, with Terrence S. Cassidy, President and Chief Executive Officer of theCompany, Mr. Cassidy receives $299,000 per year.  The agreement provides for a term of three years, with automaticextensions at the end of each year for additional one-year periods unlesseither party gives notice of termination prior to the end of such year.  The agreement also provides that in theevent of a change in control of the Company, 

 

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Mr. Cassidy may in certain circumstances terminate his employment andreceive severance benefit pay equal to three times such executive’s annualcompensation, including certain bonuses, if any.  Pursuant to this agreement, Mr. Cassidy has agreed not to competewith the Company during the term of his agreement and for a period of one yearthereafter, and the Company has agreed to indemnify him against expensesincurred in any proceeding arising out of his employment to the maximum extentprovided by law.

 

*Board of DirectorsInterlocks and Insider Participation:*

 

The Board of Directors consists of Messrs.Cassidy, DiBenedetto, McManus, Tese and Tobin. Mr. Cassidy is an employee of the Company. The non-employee directorsparticipated in all deliberations and actions of the Company’s Board ofDirectors concerning executive officer compensation.  There are no interlocks between the Company and other entitiesinvolving the Company’s executive officers and Board members who serve asexecutive officers or Board members of such other entities.

 

**Report of Board ofDirectors Regarding Compensation**

 

The principal goal of the Company’scompensation program is to help the Company attract, motivate and retain theexecutive talent required to develop and achieve the Company’s strategic andoperating goals with a view to maximizing stockholder value.  The key elements of this program and theobjectives of each element are as follows:

 

*Base Salary:*

 

**•**                                          Establishbase salaries that are competitive with those payable to executives holdingcomparable positions at similar-sized strategic resource companies.

 

**•**                                          Provideperiodic base salary increases as appropriate, consistent with the Company’soverall operating and financial performance, with a view to rewardingsuccessful individual performance and keeping pace with competitive practices.

 

*Long-term Incentive:*

 

**•**                                          Facilitatethe alignment of executives’ interests with those of the Company’s shareholdersby providing opportunities for meaningful stock ownership.

 

*Bonuses, SalaryIncreases and Option Grants:*

 

**•**                                          Executiveofficers are eligible to receive option grants, cash bonuses and increases insalary based upon the performance of the Company and their individual progressduring the preceding year.  Such grants,if any, are determined by the Option Committee or Board of Directors from timeto time during each fiscal year with the input and recommendation of theCompany’s Chief Executive Officer. Although the Board does not have an established policy for measuringperformance and establishing salary, bonuses and option grants, the Board isinfluenced by the Company’s financial performance and the contributions made byindividual executives to that performance.

 

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The Board of Directors believes that such aretrospective analysis is most appropriate and practicable for anacquisition-oriented company specializing in development-stage enterprises likethe Company, which operates in an uncertain environment and without the samesorts of standard measures of performance as are available to more seasonedcompanies.  In addition, options may begranted to attract new executives or directors.  The Company does not consider the amount and terms of options andstock already held by executive officers in its deliberations to determineawards.

 

*Compensation ofChief Executive Officer:*

 

**•****                                         **Thebase salary of the Chief Executive Officer is determined according to the sameprinciples described above as applicable to compensation of the Company’s otherexecutive officers.  When determiningbase salaries, the Board of Directors considers salary, bonus and long-termincentive compensation for other comparable companies in the high technologysector, in similar geographic areas and at similar stages of growth anddevelopment, as reported in public filings of such comparable companies.  The Board of Directors also has discussionswith other industry executives and financial advisors.  The Chief Executive Officer has a great dealof experience in acquiring and building emerging companies, and the Board viewshis leadership as a critical factor in the successes the Company has achievedto date and as very important to realization of the Company’s near-term goals.

 

*Summary of ActionsTaken*

 

**•****                                         **Generallyonce a year, and at more frequent periodic intervals when deemed necessary inindividual cases, the Board of Directors reviews the performance of theCompany’s executive officers. In 2003, the Board of Directors took no actionconcerning the performance or compensation of its executive officers.

 

The above report was prepared by the entire Board of Directors.

 

*Performance Graph*

 

The following graph provides a comparison ofthe Company’s cumulative total stockholder return on its Common Stock over thelast five fiscal years, with (a) the Nasdaq Market Index, which is being usedas the required broad entity market index, (b) a peer group including thefollowing healthcare information technology companies:  Allscripts Healthcare Solutions, Cerner Corporation,Eclipsys Corporation, First Consulting Group, Inc., IDX Systems Corporation,Vitalworks Inc., NDCHealth Corporation, Neoforma, Inc., Per-Se Technologies,Inc., QuadraMed Corporation, Quality Systems, Inc., Quovadx, Inc., TriZettoGroup, Inc., WebMD Corporation, and ProxyMed, Inc. (“Peer Group”). The data forthe Peer Group is compiled by Media General Financial Services, Inc.

 

The graph below is based on stockholder return, that is, the sum of thedividends paid and the change in the market price of stock.  The following graph assumes $100 invested onNovember 1, 1998 in the Company’s Common Stock, the Nasdaq CompositeIndex, and the Peer Group, and dividend reinvested in fiscal 2003.  The comparisons in the graph are required bythe SEC

 

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and are not intended to forecast or be indicative of possible futureperformance of the Company’s Common Stock.

 

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|                 |   | **10/31/98** |   | **10/31/99** | ** ** | **10/31/00** | ** ** | **10/31/01** | ** ** | **10/31/02** | ** ** | **10/31/03** | ** ** |
|----------------------|--------|--------------|--------|--------------|------------|--------------|------------|--------------|------------|--------------|------------|--------------|------------|
| NWH, INC.            |   | 100.00       |   | 100.00       |       | 111.40       |       | 84.87        |       | 84.28        |       | 141.57       |       |
| PEER GROUP  INDEX    |   | 100.00       |   | 69.09        |       | 84.07        |       | 61.33        |       | 44.81        |       | 64.02        |       |
| NASDAQ  MARKET INDEX |   | 100.00       |   | 165.06       |       | 194.13       |       | 97.35        |       | 78.33        |       | 113.76       |       |

 

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ITEM 12.                       SECURITYOWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

 

The following table lists thenumber of shares of Common Stock beneficially owned as of February 27,2004, by those known by the Company to own beneficially 5% or more of theCommon Stock, all the directors, each executive officer listed in the tableunder the caption “Executive Compensation” and all directors and executiveofficers of the Company as a group.  Asof February 27, 2004, 2,924,631 shares of Common Stock, $.01 par value, ofthe Registrant were outstanding.

 
| **Name and  Address**                                                                                                   |   | **Amount and  Nature  of  Beneficial  Ownership+** |                    | **Percent of  Class** |   |
|-------------------------------------------------------------------------------------------------------------------------|--------|----------------------------------------------------|-------------------------|-----------------------|--------|
|                                                                                                                    |   |                                               |                    |                  |   |
| Terrence S. Cassidy  156 W. 56th Street  New York, New York 10019                                                       |   | 530,153                                            | (1)                     | 17.6                  | %      |
|                                                                                                                    |   |                                               |                    |                  |   |
| Thomas R. DiBenedetto  156 W. 56th Street  New York, New York 10019                                                     |   | 27,731                                             | (2),(5)                 | 1.0                   | %      |
|                                                                                                                    |   |                                               |                    |                  |   |
| Michael A. McManus, Jr.  100 White Plains Road  Bronxville, New York 10708                                              |   | 48,731                                             | (3)                     | 1.7                   | %      |
|                                                                                                                    |   |                                               |                    |                  |   |
| Vincent Tese  383 Madison Avenue  New York, New York 10179                                                              |   | 58,654                                             | (4)                     | 2.0                   | %      |
|                                                                                                                    |   |                                               |                    |                  |   |
| Paul J. Tobin  c/o Boston Communications Group, Inc.  100 Sylvan Road  Woburn, Massachusetts 01801                      |   | 1,667                                              | (6)                     | *                     |   |
|                                                                                                                    |   |                                               |                    |                  |   |
| Timothy Mathews  233 North Garrard  Rantoul, Illinois 61866                                                             |   | 50,590                                             |                    | 1.7                   | %      |
|                                                                                                                    |   |                                               |                    |                  |   |
| All officers and directors as a group (six persons)                                                                     |   | 717,526                                            | (1),(2),(3),(4),(5),(6) | 23.1                  | %      |
|                                                                                                                    |   |                                               |                    |                  |   |
| Avenir Corporation  1725 K Street, NW, Suite 401  Washington, D.C. 20006                                                |   | 271,236                                            | (7)                     | 9.3                   | %      |
|                                                                                                                    |   |                                               |                    |                  |   |
| Dimensional Fund Advisors, Inc.  1299 Ocean Avenue-11th Floor  Santa Monica, CA 90401                                   |   | 185,000                                            | (8)                     | 6.3                   | %      |
|                                                                                                                    |   |                                               |                    |                  |   |
| John D.  Gruber  c/o Gruber & McBaine Capital  Management, LLC  50 Osgood Place, Penthouse  San Francisco, CA 94133 |   | 172,500                                            | (9)                     | 5.9                   | %      |

 

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+                 The number of shares beneficiallyowned is deemed to include shares of the Company’s Common Stock as to which thebeneficial owner has or shares either investment or voting power.  Unless otherwise stated, and except forvoting powers held jointly with a person’s spouse, the persons and entitiesnamed in the table have voting and investment power with respect to all sharesof Common Stock shown as beneficially owned by them.  All information with respect to beneficial ownership is based onfilings made by the respective beneficial owners with the SEC or informationprovided to the Company by such beneficial owners.

 

*                 Less than 1%.

 

(1)          Includes 96,153 shares currently issuableupon exercise of options and 50,000 shares owned by a family trust, of whichMr. Cassidy disclaims beneficial ownership of 25,000 shares.

 

(2)          Includes 7,500 shares currently issuable uponexercise of options.

 

(3)          Includes 16,731 shares currently issuableupon exercise of options.

 

(4)          Includes 53,654 shares currently issuableupon exercise of options.

 

(5)          Doesnot include an aggregate of 2,000 shares owned by family trusts, of which Mr.DiBenedetto disclaims beneficial ownership.

 

(6)          Includes 1,667 shares currently issuable uponexercise of options.

 

(7)          Basedon Schedule 13G/A, filed on February 13, 2004.

 

(8)          Basedon Schedule 13G, filed on February 6, 2004.

 

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(9)          Based on Schedule 13G, filed onFebruary 11, 2004.

 

ITEM 13.                       CERTAINRELATIONSHIPS AND RELATED TRANSACTIONS

 

All current transactions between the Company,and its officers, directors and principal stockholders or any affiliatesthereof are, and in the future such transactions will be, on terms no lessfavorable to the Company than could be obtained from unaffiliated thirdparties.

 

ITEM 14.                       PRINCIPALACCOUNTANT FEES AND SERVICES

 

The following table presentsfees, including reimbursements for expenses, for professional audit servicesrendered by PricewaterhouseCoopers LLP for the audit of the Company’s annualfinancial statements for the years ended October 31, 2003 and October 31,2002 and fees billed for other services rendered by PricewaterhouseCoopers LLPduring those periods.

 
|                   |   | **Fiscal  2003** |    | **Fiscal  2002** |   |
|------------------------|--------|------------------|---------|------------------|--------|
| Audit Fees (1)         |   | $                | 169,500 |             | $      | 149,500 |   |
| Audit Related Fees (2) |   | $                | 0       |             | $      | 27,500 |   |
| Tax Fees (3)           |   | $                | 0       |             | $      | 0 |   |
| All Other Fees (4)     |   | $                | 0       |             | $      | 0 |   |
| Total                  |   | $                | 169,500 |             | $      | 177,000 |   |

 

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(1)          AuditFees consist of fees billed for professional services rendered for the audit ofthe Company’s consolidated annual financial statements and review of theinterim consolidated financial statements included in quarterly reports andservices that are normally provided by PricewaterhouseCoopers LLP in connectionwith statutory and regulatory filings or engagements.

 

(2)          Audit-RelatedFees consist of fees billed for assurance and related services that arereasonably related to the performance of the audit or review of the Company’sconsolidated financial statements and are not reported under “Audit Fees.”  The fees in fiscal 2002 include feesrelating to SEC compliance matters. There were no such fees in fiscal 2003

 

(3)          TaxFees consist of fees billed for professional services rendered for taxcompliance, tax advice and tax planning. There were no such fees in fiscal 2002 or 2003.

 

(4)          AllOther Fees consist of fees for products and services other than the servicesreported above.  There were no such feesin fiscal 2002 or 2003.

 

**Policy on Audit Committee Pre-Approval ofAudit and Non-Audit Services of Independent Auditor**

All audit and permissiblenon-audit services provided by the Company’s independent auditor must bepre-approved by the Audit Committee. Pre-approval may be provided for up to one year and any pre-approval isdetailed as to the particular service or category of services and is generallysubject to a specific fee.  The AuditCommittee may delegate to a Committee member or members the authority topre-approve certain audit and permissible non-audit services.  Any decisions by the member or members

 

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under this delegated authority willbe reported at the next meeting of the Audit Committee.  

 

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## **SIGNATURES**

 

Pursuant to the requirements ofSection 13 or 15(d) of the Securities Exchange Act of 1934, the registranthas duly caused this report to be signed on its behalf by the undersignedthereunto duly authorized.

 

**NWH, INC.**

(Registrant)

 
| Date:  February 27, 2004 | By:                                                                                                              | /s/ Terrence  S. Cassidy |   |
|-------------------------------|------------------------------------------------------------------------------------------------------------------|--------------------------|--------|
|                          | Terrence S.  Cassidy, Principal Executive Officer, Principal  Financial Officer and Principal Accounting Officer |

 

Pursuant to the requirements ofthe Securities Exchange Act of 1934, this report has been signed by thefollowing persons on behalf of the Registrant and in the capacities and on thedates indicated.

 
| **Signature**                |   | **Title** |   | **Date**                |
|------------------------------|--------|-----------|--------|-------------------------|
|                         |   |      |   |                    |
| /s/ Terrence  S. Cassidy     |   |      |   |                    |   |
| Terrence S.  Cassidy         |   | Director  |   | February 27,  2004 |
|                         |   |      |   |                    |
| /s/ Thomas  R. DiBenedetto   |   |      |   |                    |   |
| Thomas R.  DiBenedetto       |   | Director  |   | February 27,  2004 |
|                         |   |      |   |                    |
| /s/ Michael  A. McManus, Jr. |   |      |   |                    |   |
| Michael A.  McManus, Jr.     |   | Director  |   | February 27,  2004 |
|                         |   |      |   |                    |
| /s/ Vincent  Tese            |   |      |   |                    |   |
| Vincent Tese                 |   | Director  |   | February 27,  2004 |
|                         |   |      |   |                    |
| /s/ Paul J. Tobin            |   |      |   |                    |   |
| Paul J. Tobin                |   | Director  |   | February 27, 2004  |
|                              |        |           |        |                         |  |  |

 

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