**FORM 10-K/A**

 

**AMENDMENT NO. 2**

 

**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, 2005**                                                                                                                                                                                                                                                                                                                                  | ** ** |
|       |                                                                                                                                                                                                                                                                                                                                                                                 |       |
| ** ** | **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 to section 12(b) ofthe Act: **None**

 

Securities registered pursuant to section 12(g) ofthe Act:

**Common Stock, $.01 Par ValueRights to Purchase Series A Junior Preferred Stock**

 

Indicate by check mark whether the registrant (1) has filed allreports required to be filed by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter periodthat the registrant was required to file such reports), and (2) has beensubject to such filing requirements for the past 90 days.

Yes  ý    No  o

 

Indicate by check mark if disclosure of delinquent filers pursuant toItem 405 of Regulation S-K is not contained herein, and will not be contained,to the best of registrant’s knowledge, in definitive proxy or informationstatement incorporated by reference in Part III of this Form 10-K/Aor any amendment to this Form 10-K/A. o.

 

Theaggregate market value of the voting stock held by non-affiliates of theregistrant was approximately $35,936,759, as of February 24, 2006, basedupon the last sales price per share of the Registrant’s Common Stock, asreported on the Nasdaq National Market on such date.  As of February 24, 2006, 2,909,859shares of Common Stock, $.01 par value, of the Registrant were outstanding.

 

Indicate by check mark whether the registrant is a large acceleratedfiler, an accelerated filer, or a non-accelerated filer (as defined in Rule 12b-2of the Exchange Act).

 
| Large Accelerated Filer o | Accelerated  Filer o | Non-Accelerated  Filer ý |
|--------------------------------|---------------------------|------------------------------------|

 

DOCUMENTS INCORPORATED BY REFERENCE

 

None.  NWH, Inc. herebyamends its Annual Report on Form 10-K for the year ended October 31,2005, filed with the Commission on December 30, 2005, by amending andrestating the information required by Items 10 through 14.

 

 

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**PART III**

** **

ITEM 10.        DIRECTORSAND EXECUTIVE OFFICERS OF THE REGISTRANT

 

Information concerning the current directors and executive officers ofthe Company is set forth as follows:

 
| **Name**                     | ** ** | **Age** | ** ** | **Position**                                     | ** ** |
|------------------------------|------------|---------|------------|--------------------------------------------------|------------|
|                         |       |    |       |                                             |       |
| Terrence S.  Cassidy         |       | 63      |       | President,  Chief Executive Officer and Director |       |
| Thomas R. DiBenedetto        |       | 56      |       | Director                                         |       |
| Paul Tobin                   |       | 62      |       | Director                                         |       |
| Michael A. McManus, Jr. |       | 62      |       | Director                                         |       |
| Timothy A. Mathews           |       | 43      |       | 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 adirector of 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, a brokerage firm.

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

 

Since 1992, Mr. DiBenedettohas been President of Junction Investors, Ltd., an investment banking firmbased in Boston, Massachusetts. From 1983 to the present, he has been a generalpartner of Boston International Group, LP, a private investment fund.  He has been, since 1985, a director andmember of the Audit Committee of Alexanders Inc., a real estate investment trust.  From 1982 to the present, he has been aManaging Director of Olympic Partners, a real estate investment firm.  Mr. DiBenedetto has been, since 2001,the Chairman of the Board of Directors of Jefferson Waterman International, aWashington, D.C., based business information and lobbying firm, and, since March 2004,has been a director and member of the Audit Committee of Detwiler, Mitchell &Co., a broker-dealer.

 
| **Michael A. McManus, Jr.** | Director Since 1994                               |
|----------------------------------|---------------------------------------------------|
|                             | Serving until 2008 Annual Meeting of Stockholders |

 

Mr. McManus has been President and CEO of Misonix Inc., a medicaldevice company, since November, 1998.  Hewas 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 director and ViceChairman of Home Federal Savings Bank, NYBI’s subsidiary, from 1991 to1998.  He is also a

 

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director of American Home Mortgage Holdings, Inc., Liquid Audio, Inc.and Novavax Inc. and 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.

 
| **Paul J. Tobin** | Director Since 2004                               |
|-------------------|---------------------------------------------------|
|              | Serving until 2007 Annual Meeting of Stockholders |

 

Mr. Tobin has served as Chairman of the Board of Directors ofBoston Communications Group, Inc. since February 1996. Mr. Tobinserved as Boston Communications Group, Inc.’s President and ChiefExecutive Officer from 1990 until February 1996, and from April 1997to February 1998. Prior to joining Boston Communications Group, Inc.,Mr. Tobin served as President of Cellular One Boston/Worcester from July 1984to January 1990 and as a Regional Marketing Manager for Satellite BusinessSystems, a joint venture of IBM, Comsat Corp. and Aetna Life &Casualty from April 1980 to June 1984. Mr. Tobin received hisB.S. in economics from Stonehill College and his M.B.A. in marketing andfinance from Northeastern University.

 

**Timothy A. Mathews**

 

*Executive Vice President – Technology* Mr. Mathewshas served as the Company’s Executive Vice President – Technology since September 1995.  He has served for more than the past fiveyears in a variety of managerial capacities for pay television and real estatecompanies, including in construction, technical, supervisory, contractor,marketing and installation capacities.

 

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**Audit Committee Financial Expert**

 

The Board of Directors has determined that Messrs. DiBenedetto andMcManus each qualify as an “audit committee financial expert” and as “independent”within the meaning of the rules of the Securities and Exchange Commission(the “SEC”) and as financially sophisticated audit committee members under theNasdaq 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 Messrs. McManus, DiBenedettoand Tobin.

 

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

 

Section 16(a) of the Exchange Act requires the Company’sofficers, directors and beneficial owners of more than ten percent of any classof equity securities of the Company to file initial reports of ownership andreports of changes in ownership with the SEC and each exchange on which itssecurities are traded. Officers and directors are required by SEC regulationsto furnish the Company with copies of all Section 16(a) forms theyfile. Based solely on a review of the copies of such forms furnished to theCompany, all requisite filings were made in 2005, except that a gift of 200 sharesof common stock by Mr. Cassidy was reported late on Form 4.

 

**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 31,2003, 2004, and 2005 to each of the executive officers of the Company:

 

**Summary Compensation Table**

 
| ** **                       | ** ** | ** ** | ** ** | ** **              | ** ** | ** **   | ** ** | ** **                           | ** ** | **Long-Term Compensation**      | ** ** | ** **                                     | ** ** |
|----------------------------------|------------|------------|------------|-------------------------|------------|--------------|------------|--------------------------------------|------------|---------------------------------|------------|------------------------------------------------|------------|
| ** **                       | ** ** | ** ** | ** ** | **Annual Compensation** | ** ** | **Awards**   | ** ** | **Payouts**                          | ** ** | ** **                      | ** ** |
| **(a)**                          | ** ** | **(b)**    | ** ** | **I**                   | ** ** | **(d)**      | ** ** | **(e)**                              | ** ** | **(f)**                         | ** ** | **(g)**                                        | ** ** | **(h)** | ** ** | **(i)** | ** ** |
| **Name and  Principal Position** | ** ** | **Year**   | ** ** | **Salary($)**           | ** ** | **Bonus($)** | ** ** | **Other  Annual  Compensation  ($)** | ** ** | **Restricted  Stock  Award(s)** | ** ** | **Securities  Underlying  Options/  SARs (#)** | ** ** | **LTIP  Payouts  ($)** | ** ** | **All  Other  Compensation  ($)** | ** ** |
|                             |       |       |       |                    |       |         |       |                                 |       |                            |       |                                           |       |   |   |   |   |
| Terrence S.                      |       | 2005       |       | 299,000                 |       |         |       |                                 |       |                            |       | —                                         |       |   |   |   |   |
| Cassidy,  President              |       | 2004       |       | 299,000                 |       |         |       |                                 |       |                            |       | —                                         |       |   |   |   |   |
| and Chief                        |       | 2003       |       | 299,000                 |       |         |       |                                 |       |                            |       | 71,153                                         |       |   |   |   |   |
| Executive  Officer               |       |       |       |                    |       |         |       |                                 |       |                            |       |                                           |       |   |   |   |   |
|                             |       |       |       |                    |       |         |       |                                 |       |                            |       |                                           |       |   |   |   |   |
| Timothy  Mathews,                |       | 2005       |       | 120,000                 |       |         |       |                                 |       |                            |       |                                           |       |   |   |   |   |
| Executive  Vice                  |       | 2004       |       | 120,000                 |       |         |       |                                 |       |                            |       |                                           |       |   |   |   |   |
| President –                 |       | 2003       |       | 120,000                 |       |         |       |                                 |       |                            |       |                                           |       |   |   |   |   |
| Technology                       |       |       |       |                    |       |         |       |                                 |       |                            |       |                                           |       |   |   |   |   |
|                                  |            |            |            |                         |            |              |            |                                      |            |                                 |            |                                                |            |  |  |  |  |  |  |

 

**OptionGrants and Surrenders**

 

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

 
| **Name** | ** ** | **Number of  Shares  Underlying  Options  Granted** | ** ** | **% of Total  Options  Granted to  Employees  in 2005** | ** ** | **Exercise  or Base  Price** | ** ** | **Expiration  Date** | ** ** | **Grant Date  Fair Value (1)** | ** ** |
|----------|------------|-----------------------------------------------------|------------|---------------------------------------------------------|------------|------------------------------|------------|----------------------|------------|--------------------------------|------------|
|     |       |                                                |       |                                                    |       |                         |       |                 |       |                           |       |
|     |       |                                                |       | None                                                    |       |                         |       |                 |       |                           |       |

 

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**AggregatedOption/SAR Exercises in Last Fiscal 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 Directors and Related Matters*

 

Eachmember of the Board of Directors, other than an employee-director (Mr. Cassidyis the only such employee-director), receives an annual fee of $5,000 and $500per meeting attended ($1,000 per Audit Committee meeting), and, in addition, hewill automatically be granted an option to purchase 2,500 shares of our CommonStock on the date of our annual stockholder’s meeting pursuant to our 2000 DirectorOption Plan.  The Chairman of the AuditCommittee (Mr. DiBenedetto) receives an additional fee of $500 per AuditCommittee Meeting.

 

Each of Messrs. DiBenedetto, McManus and Tobin, and a formerdirector, Vincent Tese, received a five-year option to purchase 2,500 shares atan exercise price of $14.66 per share in May 2005 pursuant to our 2000 DirectorOption Plan.

 

We have not named particular individuals who will receive options orrights under the 1993 Incentive Option Plan or 1997 Equity Incentive Plan, asamended, we have not set the number of shares to be covered by any options orrights granted to a single individual, and we have not set the number ofindividuals who will receive grants of such options or rights.  We will use the proceeds, if any, from the saleof stock pursuant to the 1993 Incentive Option Plan, 1997 Equity Incentive Planor 2000 Director Option Plan for the general purposes of the Company.  In addition, our Board of Directors willdetermine uses for proceeds from the receipt of payment in shares of CommonStock, including redelivery of the shares received upon exercise of options.

 

*Employment Contractsand Other Arrangements with Executive Officers*

 

Pursuant to the employment agreement, as amended, with Terrence S.Cassidy, President and Chief Executive Officer of the Company, Mr. Cassidyreceives $299,000 per year.  Theagreement provides for a term of three years, with automatic extensions at theend of each year for additional one-year periods unless either party givesnotice of termination prior to the end of such year.  The agreement also provides that in the eventof a change in control of the Company, Mr. Cassidy may in certaincircumstances terminate his employment and receive severance benefit pay equalto three times such executive’s annual compensation, including certain bonuses,if any.  Pursuant to this agreement, Mr. Cassidyhas agreed not to compete with the Company during the term of his agreement andfor a period of one year thereafter, and the Company has agreed to

 

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indemnifyhim against expenses incurred in any proceeding arising out of his employmentto the maximum extent provided by law.

 

*Board of Directors Interlocks and Insider Participation:*

 

TheBoard of Directors consists of Messrs. Cassidy, DiBenedetto, McManus andTobin.  Mr. Cassidy is an employeeof the Company. The non-employee directors participated in all deliberationsand actions of the Company’s Board of Directors concerning executive officercompensation.  There are no interlocksbetween the Company and other entities involving the Company’s executiveofficers and Board members who serve as executive officers or Board members ofsuch other entities.

 

**Report of Board of Directors Regarding Compensation**

 

The principal goal of the Company’s compensation program is to help theCompany attract, motivate and retain the executive talent required to developand achieve the Company’s strategic and operating goals with a view tomaximizing stockholder value.  The keyelements of this program and the objectives 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, Salary Increases 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. The Board of Directors believes thatsuch a retrospective 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 be grantedto attract new executives or directors. The Company does not consider the amount and terms of options and stockalready held

 

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by executive officers in its deliberations to determine awards.

 

*Compensation of Chief 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 Actions Taken*

 

**•****                                         **Generallyonce a year, and at more frequent periodic intervals when deemed necessary inindividual cases, the Board of Directors reviews the performance of the Company’sexecutive officers. In 2005, the Board of Directors took no action concerningthe performance or compensation of its executive officers.

 

The above report was prepared by the entireBoard of Directors.

 

*Performance Graph*

 

The following graph provides a comparison of the Company’s cumulativetotal stockholder return on its Common Stock over the last five fiscal years,with (a) the Nasdaq Market Index, which is being used as the requiredbroad entity market index, (b) a peer group including the followinghealthcare information technology companies: Allscripts Healthcare Solutions, Amicas Incorporated, CernerCorporation, Eclipsys Corporation, Emdeon Corporation, First Consulting Group, Inc.,Neoforma, Inc., Per-Se Technologies, Inc., ProxyMed, Inc., QuadraMedCorporation, Quality Systems, Inc., Quovadx, Inc. and TriZetto Group, Inc.(“Peer Group”). The data for the Peer Group is compiled by Hemscott GroupLimited.

 

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 on November 1,2000 in the Company’s Common Stock, the Nasdaq Composite Index, and the PeerGroup, and dividends reinvested through fiscal 2005.  The comparisons in the graph are required bythe SEC and are not intended to forecast or be indicative of possible futureperformance of the Company’s Common Stock.

 

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**COMPARE 5-YEAR CUMULATIVE TOTAL RETURNAMONG NWH, INC.,**

**NASDAQ MARKET INDEX ANDPEER GROUP INDEX**

****

 

 

ASSUMES $100INVESTED ON  NOV. 1, 2000

ASSUMES  DIVIDEND REINVESTED

FISCAL YEARENDING  OCT. 31, 2005

 

 

 

| ** **          | ** ** | **10/31/00** | ** ** | **10/31/01** | ** ** | **10/31/02** | ** ** | **10/31/03** | ** ** | **10/31/04** | ** ** | **10/31/05** | ** ** |
|---------------------|------------|--------------|------------|--------------|------------|--------------|------------|--------------|------------|--------------|------------|--------------|------------|
| NWH, INC.           |       | 100.00       |       | 76.18        |       | 75.65        |       | 127.08       |       | 122.96       |       | 120.98       |       |
| PEER GROUP INDEX    |       | 100.00       |       | 59.66        |       | 53.09        |       | 71.03        |       | 72.38        |       | 107.52       |       |
| NASDAQ MARKET INDEX |       | 100.00       |       | 50.15        |       | 40.35        |       | 58.60        |       | 59.90        |       | 64.48        |       |

 

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ITEM 12.        SECURITYOWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

 

The following table lists the number ofshares of Common Stock beneficially owned as of February 23, 2006, bythose known by the Company to own beneficially 5% or more of the Common Stock,all the directors, each executive officer listed in the table under the caption“Executive Compensation” and all directors and executive officers of theCompany as a group.  As of February 23,2006, 2,909,859 shares of Common Stock, $.01 par value, of the Registrant wereoutstanding.

 
| **Name and Address**                                                                                     | ** ** | **Amount and Nature  of  Beneficial  Ownership+** | ** **      | **Percent of  Class** | ** ** |
|----------------------------------------------------------------------------------------------------------|------------|---------------------------------------------------|-----------------|-----------------------|------------|
|                                                                                                     |       |                                              |            |                  |       |
| Terrence S.  Cassidy  156 W. 56th Street  New York, New York 10019                                       |       | 555,153                                           | (1)             | 18.3                  | %          |
|                                                                                                     |       |                                              |            |                  |       |
| Thomas R.  DiBenedetto  156 W. 56th Street  New York, New York 10019                                     |       | 32,731                                            | (2)             | 1.1                   | %          |
|                                                                                                     |       |                                              |            |                  |       |
| Michael A.  McManus, Jr.  100 White Plains Road  Bronxville, New York 10708                         |       | 53,731                                            | (3)             | 1.8                   | %          |
|                                                                                                     |       |                                              |            |                  |       |
| Paul J.  Tobin  c/o Boston Communications Group, Inc.  100 Sylvan Road  Woburn, Massachusetts 01801 |       | 15,000                                            | (4)             | *                     |       |
|                                                                                                     |       |                                              |            |                  |       |
| Timothy  Mathews  233 North Garrard  Rantoul, Illinois 61866                                             |       | 50,590                                            |            | 1.7                   | %          |
|                                                                                                     |       |                                              |            |                  |       |
| All officers  and directors as a group (six persons)                                                     |       | 707,205                                           | (1),(2),(3),(4) | 23.0                  | %          |
|                                                                                                     |       |                                              |            |                  |       |
| Avenir  Corporation  1725 K Street, NW, Suite 401  Washington, D.C. 20006                           |       | 248,595                                           | (5)             | 8.5                   | %          |

 

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| **Name and Address**                                                                                                        | ** ** | **Amount and Nature  of  Beneficial  Ownership+** | ** ** | **Percent of  Class** | ** ** |
|-----------------------------------------------------------------------------------------------------------------------------|------------|---------------------------------------------------|------------|-----------------------|------------|
| ** **                                                                                                                  | ** ** | ** **                                        | ** ** | ** **            | ** ** |
| Dimensional  Fund Advisors Inc.  1299 Ocean Avenue, 11th Floor,  Santa Monica, CA 90401                                     |       | 181,900                                           | (6)        | 6.3                   | %          |
|                                                                                                                        |       |                                              |       |                  |       |
| Mario J.  Gabelli  c/o GAMCO Investors, Inc.  One Corporate Center  Rye, New York 10580-1435                           |       | 147,076                                           | (7)        | 5.1                   | %          |
|                                                                                                                        |       |                                              |       |                  |       |
| Jon D.  Gruber  c/o Gruber & McBaine Capital  Management, LLC  50 Osgood Place, Penthouse  San Francisco, CA 94133 |       | 172,500                                           | (8)        | 5.9                   | %          |

 

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+ The number of shares beneficially owned is deemed to include sharesof the Company’s Common Stock as to which the beneficial owner has or shareseither investment or voting power. Unless otherwise stated, and except for voting powers held jointly witha person’s spouse, the persons and entities named in the table have voting andinvestment power with respect to all shares of Common Stock shown asbeneficially owned by them.  Allinformation with respect to beneficial ownership is based on filings made bythe respective beneficial owners with the Securities and Exchange Commission(the “SEC”) or information provided to the Company by such beneficial owners.

 

* Less than 1%.

 

(1)   Includes121,153 shares currently issuable upon exercise of options and 50,000 sharesowned by a family trust, of which Mr. Cassidy disclaims beneficialownership of 25,000 shares.

 

(2)   Includes12,500 shares currently issuable upon exercise of options.  Does not include an aggregate of 2,000 sharesowned by family trusts, of which Mr. DiBenedetto disclaims beneficialownership.

 

(3)   Includes21,731 shares currently issuable upon exercise of options.

 

(4)   Includes 15,000shares currently issuable upon exercise of options.

 

(5)   Based on Schedule 13G/A,filed on March 1, 2005.

 

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(6)   Based on Schedule 13G/A,filed on February 6, 2006.

 

(7)   Based on Form 13F,filed on February 13, 2006.

 

(8)   Basedon Schedule 13G/A, filed on February 14, 2006.

 

ITEM 13.        CERTAINRELATIONSHIPS AND RELATED TRANSACTIONS

 

All current transactions between the Company, and its officers,directors and principal stockholders or any affiliates thereof are, and in thefuture such transactions will be, on terms no less favorable to the Companythan could be obtained from unaffiliated third parties.

 

ITEM 14.        PRINCIPAL ACCOUNTANT FEES AND SERVICES

 

The following table presents fees, includingreimbursements for expenses, for professional audit services rendered by McGladrey &Pullen LLP and PricewaterhouseCoopers LLP for the audit of the Company’s annualfinancial statements for the years ended October 31, 2005 and October 31,2004, respectively, and fees billed for other services rendered during thoseperiods.

 
| ** **                           | ** ** | **Fiscal 2005** | ** ** | **Fiscal 2004** | ** ** |
|--------------------------------------|------------|-----------------|------------|-----------------|------------|
| Audit and  Quarterly Review Fees (1) |       | $               | 179,359    |            | $          | 227,050 |   |
| Audit  Related Fees (2)              |       | $               | 24,098     |            | $          | 0 |   |
| Tax Fees (3)                         |       | $               | 0          |            | $          | 0 |   |
| All Other  Fees (4)                  |       | $               | 0          |            | $          | 14,000 |   |
| Total                                |       | $               | 203,457    |            | $          | 241,050 |   |

 

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(1)   Audit Fees consist of fees billed forprofessional services rendered for the audit of the Company’s consolidatedannual financial statements and review of the interim consolidated financialstatements included in quarterly reports and services that are normallyprovided by McGladrey & Pullen and PricewaterhouseCoopers LLP inconnection with statutory and regulatory filings or engagements.

(2)   Audit-Related Fees consist of fees billedfor assurance and related services that are reasonably related to theperformance of the audit or review of the Company’s consolidated financialstatements and are not reported under “Audit Fees.”  There were no such fees in fiscal 2004.  The fees in fiscal 2005 include fees relatingto SEC compliance matters.

(3)   Tax Fees consist of fees billed forprofessional services rendered for tax compliance, tax advice and taxplanning.  There were no such fees infiscal 2004 or 2005.

(4)   All Other Fees consist of fees forproducts and services other than the services reported above.  The fees in fiscal 2004 related totransaction work provided by PricewaterhouseCoopers, LLP.

 

**Policy onAudit Committee Pre-Approval of Audit and Non-Audit Services of IndependentAuditor**

 

All audit and permissible non-audit services provided by the Company’sindependent auditor must be pre-approved by the Audit Committee.  Pre-approval maybe provided for up to one year and any pre-approval

 

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is detailed as to the particular service orcategory of services and is generally subject to a specific fee.  The Audit Committee may delegate to aCommittee member or members the authority to pre-approve certain audit andpermissible non-audit services.  Anydecisions by the member or members under this delegated authority will bereported at the next meeting of the Audit Committee.

 

**PART IV**

 

ITEM 15.        EXHIBITS,FINANCIAL STATEMENTS AND SCHEDULES

 

(a)           Thefollowing documents are filed as part of this report:

 

1.     Exhibit list.

 

The following exhibit is filed herewith.

 

31.1                 CertificationPursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

 

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## **SIGNATURES**

## ** **

Pursuant to the requirements of Section 13 or 15(d) of theSecurities Exchange Act of 1934, the registrant has duly caused this report tobe signed on its behalf by the undersigned thereunto duly authorized.

 

**NWH, INC.**

(Registrant)

 
| Date: March 13, 2006 | By:                                                                                                             | /s/ Terrence S. Cassidy |   |
|---------------------------|-----------------------------------------------------------------------------------------------------------------|-------------------------|--------|
|                      | Terrence S. Cassidy, Principal Executive Officer, Principal  Financial Officer and Principal Accounting Officer |

 

Pursuant to the requirements of the Securities Exchange Act of 1934,this report has been signed by the following persons on behalf of theRegistrant and in the capacities and on the dates indicated.

 
| **Signature**                     | ** ** | **Title** | ** ** | **Date**             | ** ** |
|-----------------------------------|------------|-----------|------------|----------------------|------------|
|                              |       |      |       |                 |       |
| /s/ Terrence  S Cassidy           |       |      |       |                 |       |   |
| Terrence S.  Cassidy              |       | Director  |       | March 13,  2006 |       |
|                              |       |      |       |                 |       |
| /s/ Thomas  R. DiBenedetto        |       |      |       |                 |       |   |
| Thomas R.  DiBenedetto            |       | Director  |       | March 13,  2006 |       |
|                              |       |      |       |                 |       |
| /s/ Michael  A. McManus, Jr. |       |      |       |                 |       |   |
| Michael A.  McManus, Jr.     |       | Director  |       | March 13,  2006 |       |
|                              |       |      |       |                 |       |
| /s/ Paul J.  Tobin                |       |      |       |                 |       |   |
| Paul J.  Tobin                    |       | Director  |       | March 13,  2006 |       |
|                                   |            |           |            |                      |            |  |  |  |  |

 

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