**FORM 10-K/A**

 

**AMENDMENTNO. 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,  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 andzip code)

 

**(212) 582-1212**

(Registrant’s telephone number, includingarea code)

 

Securities registered pursuant to section 12(b) ofthe Act: **None**

 

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

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

**Rights to Purchase Series A JuniorPreferred 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, 2006,2,909,859 shares of Common Stock, $.01 par value, of the Registrant wereoutstanding.

 

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. hereby amends its Annual Report on Form 10-Kfor the year ended October 31, 2005, filed with the Commission on December 30,2005, by adding 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 hasbeen, since 1985, a director and member of the Audit Committee of AlexandersInc., a real estate investment trust. From 1982 to the present, he has been aManaging Director of Olympic Partners, a real estate investment firm. Mr. DiBenedettohas been, since 2001, the Chairman of the Board of Directors of JeffersonWaterman International, a Washington, D.C., based business information andlobbying firm, and, since March 2004, has been a director and member ofthe 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. He was President and Chief ExecutiveOfficer of New York Bancorp Inc. (“NYBI”) from 1991 to 1998, a director of NYBIfrom 1990 to 1998 and a director and Vice Chairman of Home Federal SavingsBank, NYBI’s subsidiary, from 1991 to 1998. 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 servedin numerous government capacities, including Assistant to the President of theUnited States from 1982 to 1985 and as Special Assistant to the Secretary ofCommerce during the Ford Administration.

 
| **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 five years in a variety of managerialcapacities for pay television and real estate companies, including inconstruction, technical, supervisory, contractor, marketing and installationcapacities.

 

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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 auditcommittee are Messrs. McManus, DiBenedetto and 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 class ofequity 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 the Company’s Code of Ethics will be providedfree of charge, upon written request to the following address:  NWH, Inc., 156 West 56thStreet 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. Cassidy,                       |       | 2005       |       | 299,000                      |       |         |       |                                 |       |                            |       | —                                              |       |   |   |   |   |
| President and Chief                        |       | 2004       |       | 299,000                      |       |         |       |                                 |       |                            |       | —                                              |       |   |   |   |   |
| Executive Officer                          |       | 2003       |       | 299,000                      |       |         |       |                                 |       |                            |       | 71,153                                              |       |   |   |   |   |
|                                       |       |       |       |                         |       |         |       |                                 |       |                            |       |                                                |       |   |   |   |   |
| Timothy Mathews,                           |       | 2005       |       | 120,000                      |       |         |       |                                 |       |                            |       |                                                |       |   |   |   |   |
| Executive Vice President                   |       | 2004       |       | 120,000                      |       |         |       |                                 |       |                            |       |                                                |       |   |   |   |   |
| – Technology                          |       | 2003       |       | 120,000                      |       |         |       |                                 |       |                            |       |                                                |       |   |   |   |   |

 

**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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**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 Directors and 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 Chairmanof the Audit Committee (Mr. DiBenedetto) receives an additional fee of$500 per Audit Committee 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 theproceeds, if any, from the sale of stock pursuant to the 1993 Incentive OptionPlan, 1997 Equity Incentive Plan or 2000 Director Option Plan for the generalpurposes of the Company. In addition, our Board of Directors will determineuses for proceeds from the receipt of payment in shares of Common Stock,including redelivery of the shares received upon exercise of options.

 

*Employment Contractsand Other Arrangements with Executive Officers*

 

Pursuant tothe employment agreement, as amended, with Terrence S. Cassidy, President andChief Executive Officer of the Company, Mr. Cassidy receives $299,000 peryear. 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. Theagreement also provides that in the event of a change in control of theCompany, Mr. Cassidy may in certain circumstances terminate hisemployment and receive severance benefit pay equal to three times suchexecutive’s annual compensation, including certain bonuses, if any. Pursuant tothis agreement, Mr. Cassidy has agreed not to compete with the Companyduring the 

 

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term of hisagreement and for a period of one year thereafter, and the Company has agreedto indemnify him against expenses incurred in any proceeding arising out of hisemployment to the maximum extent provided by law.

 

*Board of Directors Interlocks and Insider Participation:*

 

The Board of Directors consists of Messrs. Cassidy,DiBenedetto, McManus and Tobin. Mr. Cassidy is an employee of the Company.The non-employee directors participated in all deliberations and actions of theCompany’s Board of Directors concerning executive officer compensation. Thereare no interlocks between the Company and other entities involving the Company’sexecutive officers and Board members who serve as executive officers or Boardmembers of such 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 key elements of this program and theobjectives of each element are as follows:

 

*Base Salary:*

 

•                  Establish basesalaries that are competitive with those payable to executives holdingcomparable positions at similar-sized strategic resource companies.

 

•                  Provide periodicbase salary increases as appropriate, consistent with the Company’s overalloperating and financial performance, with a view to rewarding successfulindividual performance and keeping pace with competitive practices.

 

*Long-term Incentive:*

 

•                  Facilitate thealignment of executives’ interests with those of the Company’s shareholders byproviding 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 OptionCommittee or Board of Directors from time to time during each fiscal year withthe input and recommendation of the Company’s Chief Executive Officer. Althoughthe Board does not have an established policy for measuring performance andestablishing salary, bonuses and option grants, the Board is influenced by theCompany’s financial performance and the contributions made by individualexecutives to that performance. 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 seasoned 

 

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companies. In addition, options may be granted to attract newexecutives or directors. The Company does not consider the amount and terms ofoptions and stock already held by executive officers in its deliberations todetermine 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 determining base salaries, the Board of Directorsconsiders salary, bonus and long-term incentive compensation for othercomparable companies in the high technology sector, in similar geographic areasand at similar stages of growth and development, as reported in public filingsof such comparable companies. The Board of Directors also has discussions withother industry executives and financial advisors. The Chief Executive Officerhas a great deal of experience in acquiring and building emerging companies,and the Board views his leadership as a critical factor in the successes theCompany has achieved to date and as very important to realization of theCompany’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 graphassumes $100 invested on November 1, 2000 in the Company’s Common Stock,the Nasdaq Composite Index, and the Peer Group, and dividends reinvested throughfiscal 2005. The comparisons in the graph are required by the SEC and are notintended to forecast or be indicative of possible future performance of the Company’sCommon Stock.

 

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**COMPARE 5-YEAR CUMULATIVE TOTAL RETURN AMONG NWH, INC.,NASDAQ MARKET INDEX AND PEER GROUP INDEX**

 

 
| ** **          | ** ** | **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 CommonStock, $.01 par value, of the 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                                       |       | 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 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 withrespect to beneficial ownership is based on filings made by the respectivebeneficial owners with the Securities and Exchange Commission (the “SEC”) orinformation provided to the Company by such beneficial owners.

 

* Less than 1%.

 

(1)          Includes 121,153 shares currently issuableupon exercise of options and 50,000 shares owned by a family trust, of which Mr. Cassidydisclaims beneficial ownership of 25,000 shares.

 

(2)          Includes 12,500 shares currently issuableupon exercise of options. Does not include an aggregate of 2,000 shares ownedby family trusts, of which Mr. DiBenedetto disclaims beneficial ownership.

 

(3)          Includes 21,731 shares currently issuableupon 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)          Based on 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 Fees (1)         |       | $               | 130,500    |            | $          | 227,050 |   |
| Audit Related Fees (2) |       | $               | 59,998     |            | $          | 0 |   |
| Tax Fees (3)           |       | $               | 0          |            | $          | 0 |   |
| All Other Fees (4)     |       | $               | 9,600      |            | $          | 14,000 |   |
| Total                  |       | $               | 200,098    |            | $          | 241,050 |   |

 

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(1)          Audit Feesconsist of fees billed for professional services rendered for the audit of theCompany’s consolidated annual financial statements and review of the interimconsolidated financial statements included in quarterly reports and servicesthat are normally provided by McGladrey & Pullen andPricewaterhouseCoopers LLP in connection with statutory and regulatory filingsor 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.”  There were no such fees in fiscal 2004. Thefees in fiscal 2005 include fees relating to SEC compliance matters andquarterly reviews.

(3)          Tax Feesconsist of fees billed for professional services rendered for tax compliance,tax advice and tax planning. There were no such fees in fiscal 2004 or 2005.

(4)          All OtherFees consist of fees for products and services other than the services reportedabove. The fees in fiscal 2004 and 2005 related to transaction work provided byPricewaterhouseCoopers, LLP and McGladrey & Pullen LLP, respectively.

 

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

 

All audit and permissible non-audit servicesprovided by the Company’s independent auditor must be 

 

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pre-approved by the Audit Committee. Pre-approvalmay be provided for up to one year and any pre-approval is detailed as tothe particular service or category of services and is generally subject to aspecific fee. The Audit Committee may delegate to a Committee member ormembers the authority to pre-approve certain audit and permissible non-auditservices. Any decisions by the member or members under this delegated authoritywill be reported at the next meeting of the Audit Committee. 

 

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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: February 28, 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  |       | February 28, 2006 |
|                             |       |      |       |                   |
| /s/ Thomas R. DiBenedetto        |       |      |       |                   |   |
| Thomas R. DiBenedetto            |       | Director  |       | February 28, 2006 |
|                             |       |      |       |                   |
| /s/ Michael A. McManus, Jr. |       |      |       |                   |   |
| Michael A. McManus, Jr.     |       | Director  |       | February 28, 2006 |
|                             |       |      |       |                   |
| /s/ Paul J. Tobin                |       |      |       |                   |   |
| Paul J. Tobin                    |       | Director  |       | February 28, 2006 |
|                                  |            |           |            |                        |  |  |  |  |

 

14

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