##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-K/A
 (Amendment No. 1)
 þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.
 For the fiscal year ended on June 30, 2007
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.
  Commission file number 000-26749
 NATIONAL MEDICAL HEALTH CARD SYSTEMS, INC.
  Delaware
    
    11-2581812(State or other jurisdiction of
    
    (I.R.S. Employee Identification No.)incorporation or organization26 Harbor Park Drive,
    
    11050Port Washington, NY
    
    (Zip Code)(Address of principal executive offices)
 Registrants telephone number, including area code: (516) 605-6625
 Securities registered pursuant to Section 12(b) of the Exchange Act:
Common Stock, $.001 par value per share
 Securities registered pursuant to Section 12(g) of the Exchange Act:
None
 o x
 o x
 x o
 o
  o x o
 o x
   DOCUMENTS INCORPORATED BY REFERENCE:
 None.




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TABLE OF CONTENTS  EXPLANATORY NOTEPART IIISIGNATURESEX-31.3 Section 302 Certification of the CEOEX-31.4 Section 302 Certification of the CFO    Table of Contents  
 EXPLANATORY NOTE
     2




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PART III
 Item 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.
    Directors
 Thomas W. Erickson.
 Michael B. Ajouz.
 3




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Gerald Angowitz.
 G. Harry Durity.
 Michael T. Flaherman.
 Robert R. Grusky.
 Daniel B. Hébert.
 4




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Steven B. Klinsky.
 Paul J. Konigsberg.
 Executive Officers
  Name
    
    Age
    
    Office and Position HeldThomas W. Erickson
    
    
    56
    
    
    Chairman of the Board, Interim Chief Executive
Officer and PresidentStuart Diamond
    
    
    47
    
    
    Chief Financial OfficerMark Adkison
    
    
    44
    
    
    Chief Specialty OfficerMartin Magill
    
    
    47
    
    
    Chief Marketing OfficerGeorge McGinn
    
    
    52
    
    
    General Counsel
 Thomas W. Erickson.
 Stuart Diamond.
 Mark Adkison.
 5




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Martin Magill.
 George McGinn.
 Familial Relationships
  Meetings and Committees of Our Board of Directors
   Audit Committee
  6




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Section 16(A) Beneficial Ownership Reporting Compliance
  Code of Business Conduct and Ethics
  Item 11. EXECUTIVE COMPENSATION.
 Compensation Discussion and Analysis
 Overview of Compensation Process and Role of the Compensation Committee
 www.nmhc.com
 7




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Goals of the Companys Compensation Policies
  Role of Executive Officers in Compensation Decisions
   Establishing Compensation for Executive Officers
  
 8




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th
  Components of Fiscal 2007 Compensation for Executive Officers
  Name and Title
    
    Hire/Promotion Date
    
    Termination DateThomas EricksonChairman/Interim President
and Chief Executive Officer
    
    February 23, 2007
(assumed interim
President and CEO
position May 21,
2007)
    
    N/AStuart DiamondChief Financial Officer
    
    January 20, 2006
    
    N/AMartin MagillSenior Vice President, Sales
    
    April 24, 2006
(promoted May 21, 2007)
    
    N/AJames SmithChief Executive Officer
    
    August 30, 2004
    
    May 21, 2007Tery BaskinChief Marketing Officer
    
    March 1, 1993
    
    May 21, 2007Bill MastersChief Information Officer
    
    October 4, 2004
    
    May 21, 2007Mark Adkison
Chief Specialty Officer
    
    October 20, 2003
    
    N/A
  Base Salary . th
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Base SalaryName
    
    FY 2007
    
    
    FY 2006Thomas Erickson
    
    $
    250,000
    
    
    
    N/AStuart Diamond
    
    $
    300,000
    
    
    $
    275,000Martin Magill
    
    $
    275,000
    (1)
    
    $
    275,000James Smith
    
    $
    375,000
    
    
    $
    375,000Tery Baskin
    
    $
    230,000
    
    
    $
    230,000Mark Adkison
    
    $
    220,000
    
    
    $
    207,000
  Annual performance-based cash incentive compensation
 Measures
    
    Weight
    
    Threshold
    
    Target
    
    MaximumIndividual
Performance
    
    
    30
    %
    
    
    0
    %
    
    
    100%
    
    
    
    150
    %Net Income
    
    
    50
    %
    
    $9,957,000 (50% payout)
    
    $
    12,447,000
    
    
    $14,936,000 (150% payout)Gross Profit
    
    
    20
    %
    
    $77,712,000 (50% payout)
    
    $
    97,141,000
    
    
    $116,569,000 (150% payout)
  Name
    
    FY 2007 % of Base SalaryThomas Erickson
    
    
    N/AStuart Diamond
    
    
    50
    %Martin Magill
    
    
    20
    %James Smith
    
    
    75
    %Tery Baskin
    
    
    50
    %Mark Adkison
    
    
    50
    %
  10




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FY 2007 Bonus as % ofName
    
    FY 2007 Bonus
    
    Base SalaryThomas Erickson
    
    
    N/A
    
    
    
    N/AStuart Diamond
    
    $
    60,000
    
    
    
    20
    %Martin Magill
    
    $
    22,000
    
    
    
    8
    %James Smith
    
    $
    0
    
    
    
    0
    %Tery Baskin
    
    $
    0
    
    
    
    0
    %Mark Adkison
    
    $
    44,120
    
    
    
    20
    %
 3. Equity Incentive Grants .
  11




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Shares Subject to
    
    
    
    
    
    Number ofTime-Based Vesting
    
    Exercise
    
    Time-Based VestingName
    
    Option Grant
    
    Price (1)
    
    Restricted SharesStuart Diamond
    
    
    21,560
    
    
    $
    15.20
    
    
    
    5,930James Smith
    
    
    43,110
    
    
    $
    15.20
    
    
    
    11,850Tery Baskin
    
    
    9,920
    
    
    $
    15.20
    
    
    
    2,730
   Number of Time-BasedName
    
    Vesting Restricted SharesThomas Erickson
    
    
    0Stuart Diamond
    
    
    46,000Martin Magill
    
    
    30,000Mark Adkison
    
    
    37,000
 New Hire Option Grant to Chairman.
 Retirement Plans .
 Perquisites and Other Benefits .
 12




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Separation, Consulting, & General Release Agreements .
    13




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Employment Arrangement of Thomas W. Erickson, Chairman of the Board and Chief Executive Officer.
    Employment Agreement and Certain Payments to Named Executive Officers upon Termination of
Employment
  14




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and
      15




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Tax and Accounting Implications.
 Deductibility of Executive Compensation .
 Accounting for Stock-Based Compensation .
 Compensation Decisions for Fiscal 2008.
  Base SalaryName
    
    FY 2008
    
    
    FY 2007Thomas Erickson
    
    $
    250,000
    
    
    $
    250,000Stuart Diamond
    
    $
    300,000
    
    
    $
    300,000Martin Magill
    
    $
    275,000
    
    
    $
    275,000Mark Adkison
    
    $
    220,000
    
    
    $
    220,000
   Compensation Committee Report
 The following report of the Compensation Committee does not constitute soliciting material and
should not be deemed filed or incorporated by reference into any other Company filing under the
Securities Act of 1933 or the Securities Exchange Act of 1934, except to the extent the Company
specifically incorporates this report by reference therein.
   
 16




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Executive and Director Compensation Tables
  Summary Compensation Table
 Change inPension ValueandNonqualifiedNon-Equity
    
    
    DeferredName and Principal
    
    
    
    
    
    
    
    
    
    
    
    
    
    Stock
    
    
    Option
    
    
    Incentive Plan
    
    
    Compensation
    
    
    All OtherPosition
    
    Year
    
    
    Salary ($)
    
    
    Bonus ($)
    
    
    Awards($)(1)
    
    
    Awards($)(1)
    
    
    Compensation
    
    
    Earnings
    
    
    Compensation
    
    
    Total ($)Erickson, Thomas W.
Chief Executive
Officer*
    
    
    2007
    
    
    
    83,333
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    500,000
    (3)
    
    
    83,333Smith, James F.
Former Chief
Executive Officer
**
    
    
    2007
    
    
    
    347,596
    
    
    
    
    
    
    
    80,677
    
    
    
    570,534
    (2)
    
    
    45,000
    
    
    
    
    
    
    
    4,077
    
    
    
    1,047,885Diamond, Stuart
Chief Financial
Officer
    
    
    2007
    
    
    
    295,192
    
    
    
    60,000
    
    
    
    39,774
    
    
    
    429,631
    
    
    
    55,000
    
    
    
    
    
    
    
    6,250
    
    
    
    885,847Baskin, Tery
Former Chief
Marketing and Sales
Officer **
    
    
    2007
    
    
    
    213,192
    
    
    
    
    
    
    
    21,986
    
    
    
    215,167
    
    
    
    16,675
    
    
    
    
    
    
    
    3,817
    
    
    
    470,837Magill, Marty
Chief Sales Officer
    
    
    2007
    
    
    
    275,000
    
    
    
    22,000
    
    
    
    
    
    
    
    162,164
    
    
    
    4,563
    
    
    
    
    
    
    
    87,434
    (4)
    
    
    551,161Masters, Bill
Former Chief
Information Officer
***
    
    
    2007
    
    
    
    226,154
    
    
    
    
    
    
    
    21,333
    
    
    
    245,655
    (2)
    
    
    34,178
    
    
    
    
    
    
    
    881
    
    
    
    528,201Adkison, Mark
Chief Specialty
Officer
    
    
    2007
    
    
    
    218,561
    
    
    
    44,120
    
    
    
    17,344
    
    
    
    112,881
    
    
    
    42,000
    
    
    
    
    
    
    
    6,012
    
    
    
    440,918
 
 *
    
    Mr. Erickson was elected to our Board of Directors as Chairman on February 23, 2007 and appointed as interim Chief Executive Officer on May 21, 2007.**
    
    As of May 21, 2007, Mr. Smiths and Mr. Baskins employment with NMHC was terminated.***
    
    As of May 21, 2007, Mr. Masters employment relationship as NMHCs Chief Information Officer was terminated. However, Mr. Masters provided consulting services to NMHC through June 28, 2007. 17




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(1)
 (2)
 (3)
 (4)
 Grants of Plan-Based Awards
 Estimated Future Payouts Under
    
    
    Estimated Future Payouts UnderNon-Equity Incentive Plan Awards
    
    
    Equity Incentive Plan AwardsAll Other
    
    
    All Other
    
    
    
    
    
    
    GrantStock
    
    
    Option
    
    
    Exercise
    
    
    Date FairAwards:
    
    
    Awards:
    
    
    or Base
    
    
    Value ofNumber of
    
    
    Number of
    
    
    Price of
    
    
    StockShares of
    
    
    Securities
    
    
    Option
    
    
    andStock or
    
    
    Underlying
    
    
    Awards
    
    
    OptionName
    
    Grant Date
    
    
    Threshold ($)
    
    
    Target ($)
    
    
    Maximum ($)
    
    
    Threshold (#)
    
    
    Target (#)
    
    
    Maximum (#)
    
    
    Units (#)
    
    
    Options (#)
    
    
    ($/sh)
    
    
    AwardsErickson, Thomas W.
Chief
Executive Officer*
    
    
    3/12/2007
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    100,000
    
    
    
    14.02
    
    
    
    Smith, James
Former Chief
Executive Officer
**
    
    
    9/7/2006
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    11,850
    
    
    
    43,110
    
    
    
    15.20
    
    
    
    8.52Diamond, Stuart
Chief Financial
Officer
    
    
    9/7/2006
    
    
    
    
    
    
    
    149,999.98
    
    
    
    211,499.97
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    5,930
    
    
    
    21,560
    
    
    
    15.20
    
    
    
    8.52Baskin, Tery
Former Chief
Marketing and Sales
Officer **
    
    
    9/7/2006
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,730
    
    
    
    9,920
    
    
    
    15.20
    
    
    
    8.52Magill, Marty
Chief Sales Officer
    
    
    
    
    
    
    
    
    
    
    54,999.98
    
    
    
    77,549.98
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    N/A
    
    
    
    N/AMasters, Bill
Former Chief
Information Officer
***
    
    
    9/7/2006
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,690
    
    
    
    9,790
    
    
    
    15.20
    
    
    
    8.52Adkison, Mark
Chief Specialty
Officer
    
    
    9/7/2006
    
    
    
    
    
    
    
    110,299.93
    
    
    
    155,522.90
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,620
    
    
    
    9,510
    
    
    
    15.20
    
    
    
    8.52
 
 *
    
    Mr. Erickson was elected to our Board of Directors as Chairman on February 23, 2007 and appointed as interim Chief Executive Officer on May 21, 2007.**
    
    As of May 21, 2007, Mr. Smiths and Mr. Baskins employment with NMHC was terminated.***
    
    As of May 21, 2007, Mr. Masters employment relationship as NMHCs Chief Information Officer was terminated. However, Mr. Masters provided consulting services to NMHC through June 28, 2007. 18




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Outstanding Equity Awards at Fiscal Year End
 Option Awards (1)
    
    
    Stock Awards (2)EquityEquity
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Incentive PlanIncentive
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Awards:Plan Awards:
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Equity Incentive
    
    
    Market orNumber of
    
    
    Number of
    
    
    Number of
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Plan Awards:
    
    
    Payout ValueSecurities
    
    
    Securities
    
    
    Securities
    
    
    
    
    
    
    
    
    
    
    Number of
    
    
    
    
    
    
    Number of
    
    
    of UnearnedUnderlying
    
    
    Underlying
    
    
    Underlying
    
    
    
    
    
    
    
    
    
    
    Shares or
    
    
    Market Value of
    
    
    Unearned Shares,
    
    
    Shares, UnitsUnexercised
    
    
    Unexercised
    
    
    Unexercised
    
    
    Option
    
    
    Option
    
    
    Units of Stock
    
    
    Shares or Stock
    
    
    Units or Other
    
    
    or Other RightsOptions (#)
    
    
    Options (#)
    
    
    Unearned
    
    
    Exercise
    
    
    Expiration
    
    
    that Have Not
    
    
    Units of Stock That
    
    
    Rights That Have
    
    
    That Have NotName
    
    Exercisable
    
    
    Unexercisable
    
    
    Options (#)
    
    
    Price ($)
    
    
    Date
    
    
    Vested (#)
    
    
    Have Vested ($)
    
    
    Not Vested (#)
    
    
    Vested (#)Erickson, Thomas W.
Chief
Executive Officer
    
    
    
    
    
    
    
    
    
    
    100,000
    
    
    
    14.02
    
    
    
    3/12/2017
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Smith, James
Former Chief
Executive Officer *
    
    
    40,000
    
    
    
    
    
    
    
    
    
    
    
    24.51
    
    
    
    8/30/2014
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Smith, James
Former Chief
Executive Officer *
    
    
    6,068
    
    
    
    
    
    
    
    
    
    
    
    27.50
    
    
    
    12/2/2012
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Diamond, Stuart
Chief Financial
Officer
    
    
    18,750
    
    
    
    56,250
    
    
    
    
    
    
    
    31.00
    
    
    
    1/27/2016
    
    
    
    2,670
    
    
    
    
    
    
    
    
    
    
    
    Diamond, Stuart
Chief Financial
Officer
    
    
    2,782
    
    
    
    8,352
    
    
    
    
    
    
    
    30.16
    
    
    
    1/20/2016
    
    
    
    5,930
    
    
    
    
    
    
    
    
    
    
    
    Diamond, Stuart
Chief Financial
Officer
    
    
    
    
    
    
    21,560
    
    
    
    
    
    
    
    15.20
    
    
    
    9/7/2013
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Baskin, Tery
Former Chief
Marketing and Sales
Officer *
    
    
    7,500
    
    
    
    
    
    
    
    
    
    
    
    25.10
    
    
    
    9/17/2014
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Baskin, Tery
Former Chief
Marketing and Sales
Officer *
    
    
    12,500
    
    
    
    
    
    
    
    
    
    
    
    22.22
    
    
    
    1/3/2015
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Baskin, Tery
Former Chief
Marketing and Sales
Officer *
    
    
    1,863
    
    
    
    
    
    
    
    
    
    
    
    27.50
    
    
    
    12/2/2012
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
 19




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Outstanding Equity Awards at Fiscal Year End
 Option Awards (1)
    
    
    Stock Awards (2)EquityEquity
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Incentive PlanIncentive
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Awards:Plan Awards:
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Equity Incentive
    
    
    Market orNumber of
    
    
    Number of
    
    
    Number of
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Plan Awards:
    
    
    Payout ValueSecurities
    
    
    Securities
    
    
    Securities
    
    
    
    
    
    
    
    
    
    
    Number of
    
    
    
    
    
    
    Number of
    
    
    of UnearnedUnderlying
    
    
    Underlying
    
    
    Underlying
    
    
    
    
    
    
    
    
    
    
    Shares or
    
    
    Market Value of
    
    
    Unearned Shares,
    
    
    Shares, UnitsUnexercised
    
    
    Unexercised
    
    
    Unexercised
    
    
    Option
    
    
    Option
    
    
    Units of Stock
    
    
    Shares or Stock
    
    
    Units or Other
    
    
    or Other RightsOptions
    
    
    Options
    
    
    Unearned
    
    
    Exercise
    
    
    Expiration
    
    
    that Have Not
    
    
    Units of Stock That
    
    
    Rights That Have
    
    
    That Have NotName
    
    (#) Exercisable
    
    
    (#) Unexercisable
    
    
    Options (#)
    
    
    Price ($)
    
    
    Date
    
    
    Vested (#)
    
    
    Have Vested ($)
    
    
    Not Vested (#)
    
    
    Vested (#)Magill, Marty
Chief Sales Officer
    
    
    12,500
    
    
    
    37,500
    
    
    
    
    
    
    
    22.31
    
    
    
    4/28/2013
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Masters, Bill
Former Chief
Information Officer
**
    
    
    25,000
    
    
    
    
    
    
    
    
    
    
    
    19.90
    
    
    
    10/4/2014
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Masters, Bill
Former Chief
Information Officer
**
    
    
    1,790
    
    
    
    
    
    
    
    
    
    
    
    27.50
    
    
    
    12/2/2012
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Adkison, Mark
Chief Specialty
Officer
    
    
    50,000
    
    
    
    
    
    
    
    
    
    
    
    13.59
    
    
    
    10/27/2008
    
    
    
    1,400
    
    
    
    
    
    
    
    
    
    
    
    Adkison, Mark
Chief Specialty
Officer
    
    
    
    
    
    
    8,170
    
    
    
    
    
    
    
    22.45
    
    
    
    12/20/2014
    
    
    
    2,620
    
    
    
    
    
    
    
    
    
    
    
    Adkison, Mark
Chief Specialty
Officer
    
    
    1,275
    
    
    
    3,825
    
    
    
    
    
    
    
    27.50
    
    
    
    12/2/2012
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Adkison, Mark
Chief Specialty
Officer
    
    
    
    
    
    
    9,510
    
    
    
    
    
    
    
    15.20
    
    
    
    9/7/2013
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
 
 *
    
    As of May 21, 2007, Mr. Smiths and Mr. Baskins employment with NMHC was terminated.**
    
    As of May 21, 2007, Mr. Masters employment relationship as NMHCs Chief Information Officer was terminated. However, Mr. Masters provided consulting services to NMHC through June 28, 2007.   20




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##### Table of Contents



Director Compensation Table
 Change inPension ValueFees
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    andEarned or
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    NonqualifiedPaid in
    
    
    
    
    
    
    
    
    
    
    Non-Equity
    
    
    DeferredCash
    
    
    Stock
    
    
    Option
    
    
    Incentive Plan
    
    
    Compensation
    
    
    All OtherName
    
    ($)(1)
    
    
    Awards ($)
    
    
    Awards ($)
    
    
    Compensation ($)
    
    
    Earnings
    
    
    Compensation ($)
    
    
    Total ($)Ajouz, Michael B.(4)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Angowtiz, Gerald
    
    
    92,500
    
    
    
    2,990
    
    
    
    100,205
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    195,695Durity, Harry G.
    
    
    
    
    
    
    
    
    
    
    102,873
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    102,873Flaherman, Michael T. (4)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Grusky, Robert R. (4)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Hébert, Daniel B.
    
    
    71,250
    
    
    
    2,990
    
    
    
    21,611
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    95,851Klinksy, Steven B. (2)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Konigsberg, Paul
    
    
    88,750
    
    
    
    2,990
    
    
    
    100,205
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    191,945Smith, James F. (2)
    
    
    347,596
    
    
    
    80,677
    
    
    
    570,534
    
    
    
    45,000
    
    
    
    
    
    
    
    4,077
    
    
    
    1,047,885Shaw, David E. (3) (4)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
     Potential Payments Upon Termination or Change in Control
  21




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##### Table of Contents



Item 12 . SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.
 Security Ownership of Certain Beneficial Owners and Management
  22




---



##### Table of Contents



Number of Shares
    
    
    PercentageName and Address of Beneficial Owner
    
    Title of Class
    
    
    Beneficially Owned
    
    
    OwnedPrincipal Stockholders:New Mountain Partners, L.P.
    
    series A redeemable
    
    
    6,790,797
    (1)
    
    
    55.1
    %**787 Seventh Avenue, 49th Floor
    
    convertibleNew York, NY 10019
    
    preferred stockNew Mountain Affiliated Investors, L.P.
    
    series A redeemable
    
    
    165,725
    (1)
    
    
    2.9
    %**787 Seventh Avenue, 49th Floor
    
    convertibleNew York, NY 10019
    
    preferred stockDiscovery Group I, LLC(2)
    
    common stock
    
    
    880,017
    
    
    
    15.9
    %191 North Wacker Drive, Suite 1685
Chicago, IL 60606Pequot Capital Management, Inc.(3)
    
    common stock
    
    
    601,900
    
    
    
    10.9
    %500 Nyala Farm Road
Westport, CT 06880Millenco, L.L.C.(4)
    
    common stock
    
    
    492,457
    
    
    
    8.9
    %666 Fifth Avenue
New York, NY 10103Highbridge International LLC (5)
    
    common stock
    
    
    285,000
    
    
    
    5.2
    %27 Hospital Road
Grand Cayman, Cayman Islands
British West IndesT. Rowe Price Associates, Inc.(6)
    
    common stock
    
    
    280,600
    
    
    
    5.1
    %100 E. Pratt Street
Baltimore, MD 21202S.A.C. Capital Advisors, LLC (7)
    
    common stock
    
    
    275,500
    
    
    
    5.0
    %72 Cummings Point Road
Stamford, CT 06902
 23




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##### Table of Contents



AggregateStock OptionGrantsExercisablewithin 60days ofOctober
    
    
    PercentageName of Beneficial Owner
    
    Title of Class
    
    
    Shares Owned
    
    
    1, 2007
    
    
    OwnedDirectors and
Executive Officers:Steven B. Klinsky(8)
    
    series A redeemable
    
    
    6,956,522
    (2)
    
    
    
    
    
    
    55.7
    %**convertiblepreferred stockMichael B. Ajouz(9)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Gerald Angowitz
    
    common stock
    
    
    4,100
    
    
    
    27,903
    
    
    
    *G. Harry Durity
    
    common stock
    
    
    
    
    
    
    20,653
    
    
    
    *Thomas W. Erickson(10)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Michael T. Flaherman(11)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Robert R. Grusky(12)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Daniel B. Hébert
    
    common stock
    
    
    
    
    
    
    1,250
    
    
    
    Paul Konigsberg
    
    common stock
    
    
    
    
    
    
    27,903
    
    
    
    *David E. Shaw(13)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    James F. Smith
    
    common stock
    
    
    
    
    
    
    
    
    
    
    Stuart Diamond
    
    common stock
    
    
    
    
    
    
    26,924
    
    
    
    *Bill Masters
    
    common stock
    
    
    
    
    
    
    
    
    
    
    Mark Adkison
    
    common stock
    
    
    
    
    
    
    53,653
    
    
    
    *Tery Baskin
    
    common stock
    
    
    37,850
    
    
    
    
    
    
    
    *Martin Magill
    
    common stock
    
    
    
    
    
    
    12,500
    
    
    
    *All executive officers and
    
    common stock
    
    
    6,998,472
    
    
    
    170,786
    
    
    
    56.7
    %**directors as a group (15
persons)
 
 *
    
    Less than 1%.**
    
    Assuming the conversion into common stock of (a) in the case of New Mountain Partners, L.P. and
New Mountain Affiliated Investors, L.P., only the shares of series A redeemable convertible
preferred stock held by such person, and (b) in the case of Mr. Klinsky and all executive officers
and directors as a group, the shares of series A redeemable convertible preferred stock held by
both New Mountain Partners, L.P. and New Mountain Affiliated Investors, L.P. Common stock issuable
upon conversion of the series A redeemable convertible preferred stock is included in the number of
outstanding common shares (denominator) calculation only for these persons. (1)
    
    This information is based upon a Schedule 13D/A filed by New Mountain Partners, L.P., New
Mountain Affiliated Investors, L.P., New Mountain GP, LLC, New Mountain Investments, L.P. and
Steven B. Klinsky, with the Securities and Exchange Commission on February 28, 2007. Assuming
the conversion into common stock of (a) in the case of New Mountain Partners, L.P. and New
Mountain Affiliated Investors, L.P., the shares of series A redeemable convertible preferred
stock held by such person and (b) in the case of Mr. Klinsky and all executive officers and
directors as a group, the shares of series A redeemable convertible preferred stock held by
both New Mountain Partners, L.P. and New Mountain Affiliated Investors, L.P. The series A
redeemable convertible preferred stock is convertible at $11.50 per share, and it is
redeemable by New Mountain partners on March 19, 2014, and by the Company beginning on March
19, 2008, subject to certain conditions.
 24




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##### Table of Contents



(2)
    
    This information is based upon a Schedule 13G/A filed by Discovery Group I, LLC, Discovery
Equity Partners, L.P., Daniel J. Donoghue and Michael R. Murphy, as a group, with the
Securities and Exchange Commission on February 12, 2007 and subsequent filings on Form 4. As
indicated therein, Discovery Group I, LLC, Daniel J. Donoghue and Michael R. Murphy had the
shared voting and investment power of the 880,017 shares reported as beneficially owned. As of
such date, Discovery Equity Partners, L.P. was the beneficial owner of 744,963 shares for
which Discovery Group I, LLC, Daniel J. Donoghue and Michael R. Murphy had the shared voting
and investment power. Discovery Equity Partners, L.P., Mr. Donoghue and Mr. Murphy are located
at: Hyatt Center, 24th Floor, 71 South Wacker Drive, Chicago, Illinois 60606.
 (3)
    
    This information is based upon a Schedule 13G/A filed by Pequot Capital Management, Inc.
(Pequot) with the Securities and Exchange Commission on March 12, 2007. Pequot is an
investment advisor registered under Section 203 of the Investment Advisors Act of 1940 and, as
such, has beneficial ownership of the shares reported pursuant to the Schedule 13G/A through
the investment discretion it exercises over its clients accounts. Pequot has reported therein
that it has sole investment discretion over all 601,900 shares and sole voting authority over
588,800 of such shares.
 (4)
    
    This information is based upon a Schedule 13D/A filed by Millenco, L.L.C., Millennium
Management, L.L.C. and Israel A. Englander, as a group, with the Securities and Exchange
Commission on March 9, 2007. Millenco, L.L.C., a Delaware limited liability company (formerly
Millenco, L.P., a Delaware limited partnership) (Millenco). Millenco is a broker-dealer and
a member of the American Stock Exchange and the NASDAQ. Millennium Management, L.L.C., a
Delaware limited liability company (Millennium Management), is the manager of Millenco, and
consequently may be deemed to have voting control and investment discretion over securities
owned by Millenco. Israel A. Englander (Mr. Englander) is the managing member of Millennium
Management. As a result, Mr. Englander may be deemed to be the beneficial owner of any shares
deemed to be beneficially owned by Millennium Management. The foregoing should not be
construed in and of itself as an admission by Millennium Management or Mr. Englander as to
beneficial ownership of the shares owned by Millenco. The business address for Millennium
Management and Mr. Englander is c/o Millennium Management, L.L.C., 666 Fifth Avenue, New York,
New York 10103. Mr. Englander is a United States citizen.
 (5)
    
    This information is based upon a Schedule 13G filed by Highbridge International LLC,
Highbridge Capital Management, LLC, Glenn Dubin and Henry Swieca, with the Securities and
Exchange Commission on May 30, 2007. As indicated therein, Highbridge Capital Management, LLC,
Highbridge International LLC, Glenn Dubin and Henry Swieca had the shared voting and
investment power of the 285,000 shares reported as beneficially owned. Highbridge Capital
Management, LLC is the trading manager of Highbridge International LLC. Glenn Dubin is a
Co-Chief Executive Officer of Highbridge Capital Management, LLC. Henry Swieca is a Co-Chief
Executive Officer of Highbridge Capital Management, LLC.
 (6)
    
    This information is based upon a Schedule 13G filed by T. Rowe Price Associates, Inc. (T.
Rowe Price) with the Securities and Exchange Commission on February 14, 2007. T. Rowe Price
has reported therein that it has sole investment discretion over all 280,600 shares and sole
voting authority over 58,600 of such shares.
 (7)
    
    This information is based upon a Schedule 13G filed by S.A.C. Capital Advisors, LLC, S.A.C.
Capital Management, LLC, S.A.C. Capital Associates, LLC and Steven A. Cohen, with the
Securities and Exchange Commission on May 29, 2007. As indicated therein, S.A.C. Capital
Advisors, LLC, S.A.C. Capital Management, LLC, S.A.C. Capital Associates, LLC and Steven A.
Cohen had the shared voting and investment power of the 275,500 shares reported as
beneficially owned.
 (8)
    
    New Mountain Investments, L.P. (NMI) is the general partner of New Mountain Partners, L.P.
New Mountain GP, LLC (NM) is the general partner of each of New Mountain Partners, L.P, and
New Mountain Affiliated Investors, L.P. Mr. Klinsky is the sole member of NM; his address is
787 Seventh Avenue, 49th Floor, New York, NY 10019. Each of Mr. Klinsky and NM disclaims
beneficial ownership of the shares that may be owned by New Mountain Partners, L.P., New
 25




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##### Table of Contents



(9)
    
    Mr. Ajouz is a limited partner in NMI which is the general partner of New Mountain Partners,
L.P. Mr. Ajouz disclaims beneficial ownership of the shares owned by New Mountain Partners,
L.P., except to his pecuniary interest therein.
 (10)
    
    Mr. Erickson was appointed by New Mountain Partners, L.P. and New Mountain Affiliated
Investors, L.P. and elected to our Board of Directors as chairman on February 23, 2007 to fill
the vacancy created by the resignation of Mr. Shaw. Mr. Erickson was appointed interim chief
executive officer and president on May 21, 2007. See page 12 for a description of his
compensation including the grant of an option to purchase 100,000 shares of the Companys
common stock.
 (11)
    
    Mr. Flaherman is a limited partner in NMI which is the general partner of New Mountain
Partners. Mr. Flaherman disclaims beneficial ownership of the shares owned by New Mountain
Partners, L.P., except to his pecuniary interest therein.
 (12)
    
    Mr. Grusky is a limited partner in NMI which is the general partner of New Mountain Partners,
L.P. Mr. Grusky disclaims beneficial ownership of the shares owned by New Mountain Partners,
L.P., except to his pecuniary interest therein.
 (13)
    
    Mr. Shaw, a director appointed by New Mountain Partners, L.P. and New Mountain Affiliated
Investors, L.P., resigned from our Board of Directors, effective February 23, 2007.
 Securities Authorized for Issuance Under Equity Compensation Plans
  Number of
    
    
    
    
    
    Number of securitiessecurities to be
    
    
    
    
    
    remaining available forissued upon
    
    Weighted-average
    
    future issuance underexercise of
    
    price of
    
    equity compensationoutstanding
    
    outstanding
    
    plans (excludingoptions, warrants,
    
    options, warrants
    
    securities reflected inPlan Category
    
    and rights
    
    and rights
    
    column (a))Equity
Compensation Plans
approved by
security holders
(1)
    
    
    1,144,136
    
    
    $
    22.22
    
    
    
    1,115,107Equity Compensation
Plans approved by
security holders
(2)
    
    
    42,540
    
    
    
    
    
    
    
    657,460Equity Compensation
Plans not approved
by security holders
    
    
    
    
    
    
    
    
    
    
    
 
 (1)
    
    Reflects information about outstanding and issuable options under the 1999 Stock Option Plan,
as amended.(2)
    
    Reflects information about outstanding and issuable restricted stock awards under the Amended
and Restated 2000 Restricted Stock Grant Plan. Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.
 Director Independence
  26




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##### Table of Contents



Indebtedness of Management
  Related Party Transactions
  Real Estate
  Item 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.
  27




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##### Table of Contents



Fiscal 2007
    
    
    Fiscal 2006Audit Fees(1)
    
    $
    1,706,939
    
    
    $
    863,000Audit-Related Fees(2)
    
    $
    
    
    
    $
    50,000Tax Fees (3)
    
    $
    
    
    
    $
    All Other Fees(4)
    
    $
    22,629
    
    
    $
    Total Fees
    
    $
    1,729,568
    
    
    $
    913,000
 
 (1)
    
    Audit fees are fees paid for professional services rendered for the audit of our annual
consolidated financial statements, the audit of managements assessment of our internal
control over financial reporting and Ernst & Youngs own audit of our internal control over
financial reporting, and for reviews of our interim consolidated financial statements included
in our Quarterly Reports on Form 10-Q. Audit fees also include fees for work generally only
the independent auditor can be expected to provide such as services associated with documents
filed with the SEC and with assistance in responding to SEC comment letters, as well as
reports on internal control reviews required by regulators.(2)
    
    Audit-related fees are fees paid for assurance and related services performed by our
independent auditors including due diligence services related to contemplated mergers and
acquisitions, and consulting on various accounting matters. Fees for these services have been
approved by our Audit Committee.(3)
    
    Tax fees are fees paid for tax compliance, tax planning and tax advice.(4)
    
    All other fees include any fees earned for services rendered by Ernst & Young LLP during 2007
and 2006 which are not included in any of the above categories. Fees for these services have
been approved by our Audit Committee. Policy Regarding Pre-Approval of Services Provided by the Independent Auditors
   28




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##### Table of Contents



PART IV
 Item 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
  Exhibits
 ExhibitNumber
    
    Description of Exhibit2.1+
    
    Stock Purchase Agreement dated as of July 31, 2003 by and among NMHC and Portland
Professional Pharmacy, Portland Professional Pharmacy Associates and the
individuals listed on Schedule I thereto (4)2.2+
    
    Amended and Restated Preferred Stock Purchase Agreement dated November 26, 2003 by
and between NMHC and New Mountain Partners, L.P. (6)2.3+
    
    Asset Purchase Agreement dated as of April 1, 2004 among NMHC, Inteq PBM, LP,
Inteq-RX Group, LLP, and the other persons named therein (9)2.4+
    
    Stock Purchase Agreement dated March 7, 2005 by and among NMHC, PCN Acquisition
Corp., Pharmaceutical Care Network, and California Pharmacists Association (15)3.1
    
    Certificate of Incorporation of NMHC (2)3.2
    
    Certificate of Amendment of the Certificate of Incorporation of NMHC (8)3.3
    
    Amended and Restated By-Laws of NMHC (16)4.1
    
    Specimen of Common Stock Certificate (25)4.2
    
    Specimen of Series A Redeemable 7% Convertible Preferred Stock Certificate (25)4.3
    
    Form of Representatives Warrant Agreement by and among NMHC, Ryan, Beck & Co.,
Inc. and Pennsylvania Merchant Group, including form of Warrant Certificate (1)4.4
    
    Certificate of Designations, Preferences and Rights of Series A Redeemable 7%
Convertible Preferred Stock of NMHC (8)4.5
    
    Registration Rights Agreement dated March 19, 2004 by and among NMHC, New Mountain
Partners, L.P. , and New Mountain Affiliated Investors, L.P. (25)10.1+
    
    Credit Agreement dated as of January 28, 2005 among NMHC, the Lenders party
thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, and J.P. Morgan
Securities Inc., as Sole Bookrunner and Sole Lead Arranger (14)10.2
    
    Amendment No. 1 to Credit Agreement, dated as of March 7, 2005 to the Credit
Agreement dated as of January 28, 2005 by and among NMHC, JPMorgan Chase Bank,
N.A., as Administrative Agent, and the Lenders party thereto (25)10.3
    
    Amendment No. 2 to Credit Agreement, dated as of September 28, 2005 to the Credit
Agreement dated as of January 28, 2005 by and among NMHC, JPMorgan Chase Bank,
N.A., as Administrative Agent, and the Lenders party thereto (25)10.4
    
    Amendment No. 3 and Waiver to Credit Agreement, dated as of December 8, 2006 to the
Credit Agreement dated as of January 28, 2005 by and among NMHC, JPMorgan Chase
Bank, N.A., as Administrative Agent, and the Lenders party thereto (22)
 29




---



##### Table of Contents



ExhibitNumber
    
    Description of Exhibit10.5
    
    Waiver to Credit Agreement, dated as of February 16, 2007 to the Credit Agreement
dated as of January 28, 2005 by and among NMHC, JPMorgan Chase Bank, N.A., as
Administrative Agent and the Lenders party thereto (23)10.6
    
    Lease Agreement dated November 18, 2002 between Sunbeam Development Corporation and
NMHCRx Mail Order, Inc. (4)10.7
    
    Lease Expansion and Modification Agreement dated July 31, 2003 between Sunbeam
Development Corporation and NMHCRx Mail Order, Inc. (4)10.8*
    
    Prime Vendor Agreement dated May 1, 2006, by AmerisourceBergen Drug Corporation,
and NMHCRx Mail Order, Inc. d/b/a NMHC Mail (20)*10.9
    
    Health Card Sublease Agreement dated as of December 1, 2004, between BFS Realty,
LLC, as Sublessor and NMHC, as Sublessee (25)10.10#
    
    NMHC Amended and Restated 2000 Restricted Stock Grant Plan (12)10.11#
    
    NMHC 1999 Stock Option Plan, as amended on March 18, 2004 (8)10.12#
    
    Form of Restricted Stock Grant Agreement (19)10.13#
    
    Form of Stock Option Agreement between NMHC and Non-Employee Directors dated May 4,
2004 for a grant of 15,000 shares of common stock (10)10.14#
    
    Form of Stock Option Agreement between NMHC and Non-Employee Directors dated May 4,
2004 for a grant of 20,000 shares of common stock (10)10.15#
    
    Form of Stock Option Agreement between NMHC and Senior Management dated December
20, 2004 (13)10.16#
    
    Form of Stock Option Agreement between NMHC and Non-Employee Directors dated
December 21, 2004 (13)10.17#
    
    Form of Stock Option Agreement between NMHC and Non-Employee Directors (17)10.18#
    
    Form of Stock Option Agreement between NMHC and Senior Executive Officers (17)10.19#
    
    Form of Severance Agreement and General Release for Senior Executive Officers (17)10.20#
    
    Form of Excise Tax Gross-Up Agreement between NMHC and Executive Officers(21)10.21#
    
    Form of Indemnification Agreement (19)10.22#
    
    Employment Agreement by and between NMHC and Mr. Stuart Diamond, dated December 16,
2005 (18)10.23#
    
    Agreement by and between NMHC and Mr. Thomas W. Erickson, dated February 23, 2007
(24)10.24#
    
    Stock Option Agreement by and between NMHC and Mr. Thomas W. Erickson, dated March
12, 2007 (25)10.25#
    
    Consulting Agreement and Departure Agreement and General Release Agreement between
NMHC and Mr. Bill Masters, dated June 4, 2007 (25)10.26#
    
    Departure Agreement and General Release between NMHC and Mr. Tery Baskin, dated
August 1, 2007 (25)
 30




---



##### Table of Contents



ExhibitNumber
    
    Description of Exhibit10.27#
    
    Stock Option Agreement dated August 30, 2004 between NMHC and Mr. James F. Smith
(11)10.28#
    
    Employment Agreement dated August 30, 2004 by and between NMHC and Mr. James F.
Smith (11)10.29#
    
    Departure Agreement and General Release between NMHC and Mr. James F. Smith, dated
August 17, 2007 (25)10.30#
    
    National Medical Health Card Fiscal Year 2007 Corporate Incentive Plan (25)10.31#
    
    Form of Severance Agreement with executive officers (25)10.32
    
    Support Agreement dated October 30, 2003, by and among NMHC, the Persons listed as
stockholders on Schedule A attached thereto, and New Mountain Partners L.P. (7)10.33
    
    Management Rights Letter dated March 19, 2004, by and between New Mountain
Partners, L.P., a Delaware limited partnership and NMHC (25)10.34#
    
    Employment Agreement dated June 4, 2001, between NMHC and Mr. Tery Baskin (3)10.35#
    
    General Release dated June 28, 2007, between NMHC and Mr. Bill Masters (25)10.36#
    
    Stock Option Agreement dated October 27, 2003 between NMHC and Mr. Mark Adkison (25)10.37#
    
    Stock Option Agreement dated May 6, 2005 between NMHC and Mr. Robert Kordella (25)10.38#
    
    Stock Option Agreement dated October 4, 2004 between NMHC and Mr. Bill Masters (11)10.39#
    
    Stock Option Agreement dated September 17, 2004 between NMHC and Mr. Tery Baskin
(25)21.1
    
    List of Subsidiaries (25)23.1
    
    Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm (25)31.1
    
    Rule 13a-14(a)/15d-14(a) Certification of CEO pursuant to Section 302 of the
Sarbanes-Oxley Act (25)31.2
    
    Rule 13a-14(a)/15d-14(a) Certification of CFO pursuant to Section 302 of the
Sarbanes-Oxley Act (25)31.3
    
    Rule 13a-14(a)/15d-14(a) Certification of CEO pursuant to Section 302 of the
Sarbanes-Oxley Act31.4
    
    Rule 13a-14(a)/15d-14(a) Certification of CFO pursuant to Section 302 of the
Sarbanes-Oxley Act32.1
    
    Section 1350 Certification of CEO as adopted by Section 906 of the Sarbanes-Oxley
Act (25)32.2
    
    Section 1350 Certification of CFO as adopted by Section 906 of the Sarbanes-Oxley
Act (25)
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##### Table of Contents



*
    
    Certain information has been omitted and filed separately with the Securities and Exchange
Commission. Confidential treatment has been requested with respect to the omitted portion.#
    
    Management contract or compensatory plan or arrangement.+
    
    As directed by Item 601(b)(2) of Regulation S-K, certain schedules and
exhibits to this exhibit are omitted from this filing. The Company
agrees to furnish supplementally a copy of any omitted schedule or
exhibit to the SEC upon request. (1)
    
    Denotes document filed as an Exhibit to NMHCs Registration Statement on Form S-1
(Registration Number: 333-72209) and incorporated herein by reference.
 (2)
    
    Denotes document filed as Exhibit C to NMHCs Definitive Proxy Statement on Schedule 14-A
filed on December 21, 2001 and incorporated herein by reference.
 (3)
    
    Denotes document filed as an Exhibit to NMHCs Report on Form 10-K for the fiscal year ended
June 30, 2001 and incorporated herein by reference.
 (4)
    
    Denotes document filed as an Exhibit to NMHCs Report on Form 10-K for the fiscal year ended
June 30, 2003 and incorporated herein by reference.
 (5)
    
    Denotes document filed as an Exhibit to NMHCs Report on Form 10-K/A Amendment Number 2 for
the fiscal year ended June 30, 2003 and incorporated herein by reference.
 (6)
    
    Denotes document filed as Annex B to NMHCs Definitive Proxy Statement on Schedule 14-A filed
on February 19, 2004 and incorporated herein by reference.
 (7)
    
    Denotes document filed as Annex E to NMHCs Definitive Proxy Statement on Schedule 14-A filed
on February 19, 2004 and incorporated herein by reference.
 (8)
    
    Denotes document filed as an Exhibit to NMHCs Form 10-Q for the fiscal quarter ended March
31, 2004 and incorporated herein by reference.
 (9)
    
    Denotes document filed as an Exhibit to NMHCs Form 8-K filed on April 14, 2004 and
incorporated herein by reference.
 (10)
    
    Denotes document filed as an exhibit to NMHCs Form 10-K for the fiscal year ended June 30,
2004 and incorporated herein by reference.
 (11)
    
    Denotes document filed as an exhibit to NMHCs Form 10-Q for the fiscal quarter ended
September 30, 2004 and incorporated herein by reference.
 (12)
    
    Denotes document filed as Appendix D to NMHCs Definitive Proxy Statement on Schedule 14-A
filed on October 28, 2004 and incorporated herein by reference.
 (13)
    
    Denotes document filed as an exhibit to NMHCs Form 10-Q for the fiscal quarter ended
December 31, 2004 and incorporated herein by reference.
 (14)
    
    Denotes document filed as an exhibit to NMHCs Form 8-K filed on February 3, 2005 and
incorporated herein by reference.
 (15)
    
    Denotes document filed as an exhibit to NMHCs Form 8-K filed on March 11, 2005 and
incorporated herein by reference.
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##### Table of Contents



(16)
    
    Denotes document filed as an exhibit to NMHCs Form 8-K filed on November 14, 2005 and
incorporated herein by reference.
 (17)
    
    Denotes document filed as an exhibit to NMHCs Form 10-Q for the fiscal quarter ended
December 31, 2005 and incorporated herein by reference.
 (18)
    
    Denotes document filed as an exhibit to NMHCs Form 8-K filed on January 26, 2006 and
incorporated herein by reference.
 (19)
    
    Denotes document filed as an exhibit to NMHCs Form S-8 filed on February 3, 2006 and
incorporated herein by reference.
 (20)
    
    Denotes document filed as an exhibit to NMHCs Form 10-K for the fiscal year ended June 30,
2006 and incorporated herein by reference.
 (21)
    
    Denotes document filed as an exhibit to NMHCs Form 8-K filed on September 22, 2006 and
incorporated herein by reference.
 (22)
    
    Denotes document filed as an exhibit to NMHCs Form 8-K filed on December 13, 2006 and
incorporated herein by reference.
 (23)
    
    Denotes document filed as an exhibit to NMHCs Form 8-K filed on February 20, 2007 and
incorporated herein by reference.
 (24)
    
    Denotes document filed as an exhibit to NMHCs Form 8-K filed on February 28, 2007 and
incorporated herein by reference.
 (25)
    
    Denotes document filed as an exhibit to NMHCs Form 10-K for the fiscal year ended June 30,
2007 and incorporated herein by reference.
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##### Table of Contents



SIGNATURES
  NATIONAL MEDICAL HEALTH CARD SYSTEMS, INC.By  /s/ Thomas W. EricksonThomas W. EricksonChairman of the Board, Chief Executive Officer and President  34