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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
MEDICAL MANAGER CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 99-3396629
(State of incorporation (I.R.S. Employer
or organization) Identification No.)
3001 North Rocky Point Drive
Suite 100
Tampa, Florida 33607
(Address of principal (Zip Code)
executive offices)
Securities to be registered pursuant to Section 12(b) of the Act:
None
Securities to be registered pursuant to Section 12(g) of the Act:
Title of each class
to be so registered
-------------------
Common Stock,
par value $.01
per share
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DESCRIPTION OF REGISTRANT'S SECURITIES
TO BE REGISTERED
The description of the Common Stock is set forth under the
caption "Description of Capital Stock" in the registrant's Form S-1
Registration Statement as initially filed with the Securities and Exchange
Commission on September 30, 1996. Such description is incorporated by
reference in response to this item. If the registrant subsequently files a
form of prospectus pursuant to Rule 424(b) under the Securities Act of 1933, as
amended, containing a description of the Common Stock, such prospectus shall be
deemed to be incorporated by reference into this Registration Statement.
EXHIBITS
The Common Stock to be registered is being registered pursuant
to Section 12(g) of the Securities Exchange Act of 1934, as amended. The
following exhibits are filed herewith:
(1) Specimen certificate for the Common Stock, par value
$.01 per share, of the registrant*;
(2) Certificate of Incorporation, as amended to date; and
(3) By-Laws of the registrant, as amended to date.*
* To be filed by amendment.
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the registrant has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized.
MEDICAL MANAGER CORPORATION
Date: October 10, 1996 By: /s/ John H. Kang
-----------------------------
John H. Kang
President
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Exhibit Index
<TABLE>
<CAPTION>
Exhibit
Number Description
- -------- -----------
<S> <C>
1. Specimen certificate for the Common Stock,
par value $.01 per share, of the registrant.*
2. Certificate of Incorporation of the registrant,
as amended to date.
3. By-Laws of the registrant, as amended to date.*
</TABLE>
* To be filed by amendment
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CERTIFICATE OF INCORPORATION
OF
MEDICAL MANAGER CORPORATION
ARTICLE ONE
The name of the corporation is:
Medical Manager Corporation
ARTICLE TWO
The address of the Corporation's registered office in the State of
Delaware is 15 East North Street, in the City of Dover, County of Kent. The
name of its registered agent at such address is United Corporate Services, Inc.
ARTICLE THREE
The purpose of the Corporation is to engage in any lawful act or
activity for which corporations may be organized under the General Corporation
Law of Delaware.
ARTICLE FOUR
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The total number of shares of all classes of stock which the
Corporation shall have authority to issue is fifty million five hundred
thousand (50,500,000) shares, of which five hundred thousand (500,000) shares,
designated as Preferred Stock, shall have a par value of One Cent ($.01) per
share (the "Preferred Stock"), and fifty million (50,000,000) shares,
designated as Common Stock, shall have a par value of One Cent ($.01) per share
(the "Common Stock").
A statement of the powers, preferences and rights, and the
qualifications, limitations or restrictions thereof, in respect of each class
of stock of the Corporation is as follows:
PREFERRED STOCK
The Preferred Stock may be issued from time to time by the Board of
Directors as shares of one or more classes or series. Subject to the
provisions of this Certificate of Incorporation and the limitations prescribed
by law, the Board of Directors is expressly authorized by adopting
resolutions to issue the shares, fix the number of shares and change the number
of shares constituting any series, and to provide for or change
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the voting powers, designations, preferences and relative, participating,
optional or other special rights, qualifications, limitations or restrictions
thereof, including dividend rights (and whether dividends are cumulative),
dividend rates, terms of redemption (including sinking fund provisions),
redemption prices, conversion rights and liquidation preferences of the shares
constituting any class or series of the Preferred Stock, without any further
action or vote by the stockholders.
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COMMON STOCK
1. Dividends.
Subject to the preferred rights of the holders of shares of any
class or series of Preferred Stock as provided by the Board of Directors with
respect to any such class or series of Preferred Stock, the holders of the
Common Stock shall be entitled to receive, as and when declared by the Board of
Directors out of the funds of the Corporation legally available therefor, such
dividends (payable in cash, stock or otherwise) as the Board of Directors may
from time to time determine, payable to stockholders of record on such dates,
not exceeding 60 days preceding the dividend payment dates, as shall be fixed
for such purpose by the Board of Directors in advance of payment of each
particular dividend.
2. Liquidation.
In the event of any liquidation, dissolution or winding up of the
Corporation, whether voluntary or involuntary, after
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the distribution or payment to the holders of shares of any class or series of
Preferred Stock as provided by the Board of Directors with respect to any such
class or series of Preferred Stock, the remaining assets of the Corporation
available for distribution to stockholders shall be distributed among and paid
to the holders of Common Stock ratably in proportion to the number of shares of
Common Stock held by them respectively.
3. Votinq Rights.
Except as otherwise required by law or as provided by the Board of
Directors with respect to any class or series of Preferred Stock, the entire
voting power and all voting rights shall be vested exclusively in the Common
Stock. Each holder of shares of Common Stock shall be entitled to one vote for
each share standing in such holder's name of the books of the Corporation,
ARTICLE FIVE
1. Board of Directors
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Effective upon the closing of the Corporation's initial public
offering of Common Stock, the directors shall be classified with respect to
the time for which they shall severally hold office into three classes as
nearly equal in number as possible. The Class I directors shall be elected to
hold office for an initial term expiring at the 1997 annual meeting of
stockholders, the Class II directors shall be elected to hold office for an
initial term expiring at the 1998 annual meeting of stockholders and the Class
III directors Shall be elected to hold office for an initial term expiring at
the 1999 annual meeting of stockholders, with the members of each class of
directors to hold office until their successors have been duly elected and
qualified. At each annual meeting of stockholders, the successors to the class
of directors whose term expires at that meeting shall be elected to hold
office for a term expiring at the annual meeting of stockholders held in the
third year following the year of their election and until their successors have
been duly elected and qualified. At each annual meeting of stockholders at
which a quorum is present, the persons receiving a plurality of the votes cast
shall be directors. No director or class of directors may be removed from
office by a vote of the
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stockholders at any time except for cause. Election of directors need not be
by written ballot unless the By-Laws of the Corporation so provide.
2. Vacancies.
Any vacancy on the Board of Directors resulting from death,
retirement, resignation, disqualification or removal from office or other
cause, as well as any vacancy resulting from an increase in the number of
directors which occurs between annual meetings of the stockholders at which
directors are elected, shall be filled only by a majority vote of the remaining
directors then in office, though less than a quorum, except that those
vacancies resulting from removal from office by a vote of the stockholders may
be filled by a vote of the stockholders at the same meeting at which such
removal occurs. The directors chosen to fill vacancies shall hold office for a
term expiring at the end of the next annual meeting of stockholders at which
the term of the class to which they have been elected expires. No decrease in
the number of directors constituting the Board of Directors shall shorten the
term of any incumbent director.
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Notwithstanding the foregoing, whenever the holders of one or
more classes or series of Preferred Stock shall have the right, voting
separately, as a class or series, to elect directors, the election, term of
office, filling of vacancies, removal and other features of such directorships
shall be governed by the terms of the resolution or resolutions adopted by the
Board of Directors pursuant to ARTICLE FOUR applicable thereto, and each
director so elected shall not be subject to the provisions of this ARTICLE FIVE
unless otherwise provided therein.
3. Amendment and Repeal of ARTICLE FIVE
Notwithstanding any provision of this Certificate of
Incorporation and of the By-Laws, and notwithstanding the fact that a lesser
percentage may be specified by Delaware law, unless such action has been
approved by a majority vote of the full Board of Directors, the affirmative
vote of 66 2/3 percent of the votes which all holders of the then outstanding
shares of capital stock of the Corporation would be entitled to cast thereon,
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voting together as a single class, shall be required to amend or repeal any
provision of this ARTICLE FIVE or to adopt any provision inconsistent with this
ARTICLE FIVE. In the event such action has been previously approved by a
majority vote of the full Board of Directors, the affirmative vote of the
holders of a majority of the outstanding stock entitled to vote thereon shall
be sufficient to amend or repeal any provision of this ARTICLE FIVE or adopt
any provision inconsistent with this ARTICLE FIVE.
ARTICLE SIX
In furtherance and not in limitation of the powers conferred
by statute, the Board of Directors is expressly authorized to make, alter and
repeal the By-Laws of the Corporation.
ARTICLE SEVEN
No director of the Corporation shall be liable to the
Corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director, except for liability (i) for any
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breach of the director's duty of loyalty to the Corporation or its
stockholders, (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) under Section 174
of the Delaware General Corporation Law or (iv) for any transaction from which
the director derived an improper personal benefit.
ARTICLE EIGHT
The Corporation shall, to the fullest extent permitted by
Section 145 of the Delaware General Corporation Law, as the same may be amended
and supplemented, indemnify each director and officer of the Corporation from
and against any and all of the expenses, liabilities or other matters referred
to in or covered by said section and the indemnification provided for herein
shall not be deemed exclusive of any other rights to which those indemnified
may be entitled under any By-Law, agreement, vote of stockholders, vote of
disinterested directors or otherwise, and shall continue as to a person who has
ceased to be a director or officer and shall inure to the benefit of the heirs,
executors
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and administrators of such persons and the Corporation may purchase and
maintain insurance on behalf of any director or officer to the extent permitted
by Section 145 of the Delaware General Corporation Law.
ARTICLE NINE
Whenever a compromise or arrangement is proposed between the
Corporation and its creditors or any class of them and/or between the
Corporation and its stockholders or any class of them, any court of equitable
jurisdiction within the State of Delaware may, on the application in a summary
way of the Corporation or of any creditor or stockholder thereof or on the
application of any receiver or receivers appointed for the Corporation under
the provisions of section 291 of Title 8 of the Delaware Code or on the
application of trustees in dissolution or of any receiver or receivers
appointed for the Corporation under the provisions of section 279 of Title 8 of
the Delaware Code order a meeting of the creditors or class of creditors,
and/or of the stockholders or class of stockholders of the Corporation, as the
case may be, to be summoned in such manner as the said court
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directs. If a majority in number representing three-fourths in value of the
creditors or class of creditors, and/or of the stockholders or class of
stockholders of the Corporation, as the case may be, agree to any compromise or
arrangement and to any reorganization of the Corporation as a consequence of
such compromise or arrangement, the said compromise or arrangement and the said
reorganization shall, if sanctioned by the court to which the said application
has been made, be binding on all the creditors or class of creditors, and/or on
all the stockholders or class of stockholders, of the Corporation, as the case
may be, and also on the Corporation.
IN WITNESS WHEREOF, I have signed this Certificate this 10th
day of July, 1996,
/s/ Christopher T. Jensen
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Christopher T. Jensen, Incorporator
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