<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 1, 1997
REGISTRATION NO. 333-______________
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------
MEDICAL MANAGER CORPORATION
(Exact Name of Registrant as Specified in its Charter)
DELAWARE 59-3396629
(State or Other Jurisdiction of Incorporation or (I.R.S. Employer
Organization) Identification No.)
3001 NORTH ROCKY POINT DRIVE
SUITE 100
TAMPA, FLORIDA 33607
(813) 287-2990
(Address, Including Zip Code, and Telephone Number,
Including Area Code, of Registrant's Principal Executive Offices)
1996 LONG-TERM INCENTIVE PLAN
AMENDED AND RESTATED 1996 NON-EMPLOYEE DIRECTORS' STOCK PLAN
(Full Title of the Plans)
FREDERICK B. KARL, JR.
3001 NORTH ROCKY POINT DRIVE, SUITE 100
TAMPA, FLORIDA 33607
(813) 287-2990
(Name, Address, Including Zip Code, and Telephone Number,
Including Area Code, of Agent for Service)
----------
COPIES OF ALL COMMUNICATIONS TO:
BRADLEY D. HOUSER, ESQ.
AKERMAN, SENTERFITT & EIDSON, P.A.
SUNTRUST INTERNATIONAL CENTER
ONE S.E. 3RD AVENUE, 28TH FLOOR
MIAMI, FLORIDA 33131-1704
(305) 374-5600
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
========================================================================================================================
PROPOSED MAXIMUM
TITLE OF AMOUNT TO PROPOSED MAXIMUM AGGREGATE OFFERING AMOUNT OF
SECURITIES TO BE REGISTERED BE REGISTERED(1) OFFERING PRICE PER SHARE PRICE(2) REGISTRATION FEE
<S> <C> <C> <C> <C>
Common Stock, par value $.01 per 2,250,000 sh. $16.50(2) $37,125,000 $11,250
share (3)
========================================================================================================================
(1) Pursuant to Rule 416 under the Securities Act of 1933, as amended (the "Securities Act"), this Registration
Statement also covers any additional shares that may hereafter become issuable as a result of the adjustment
provisions of the 1996 Long Term Incentive Plan and the 1996 Non- Employee Directors' Stock Plan (the "Plans").
(2) Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457 under the Securities
Act. The proposed Maximum Offering Price is based on the average of the high and low prices of shares of Common
Stock as reported on the Nasdaq National Market on July 31, 1997 of $16.50 per share.
(3) Represents the aggregate number of shares issuable upon the exercise of options granted or to be granted under the
Plans.
Total Number of Sequentially Numbered Pages: _____
Exhibit Index on Sequentially Numbered Page: _____
</TABLE>
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PART I
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
The document(s) containing the information specified in Part I of Form
S-8 will be sent or given to participants in the 1996 Long-Term Incentive Plan
and the Amended and Restated 1996 Non-Employee Directors' Stock Plan (the
"Plans") of Medical Manager Corporation (the "Company") as specified by Rule
428(b)(1) promulgated by the Securities and Exchange Commission (the
"Commission") under the Securities Act of 1933, as amended (the "Securities
Act").
Such document(s) are not being filed with the Commission, but
constitute (along with the documents incorporated by reference into the
Registration Statement pursuant to Item 3 of Part II hereof) a prospectus that
meets the requirements of Section 10(a) of the Securities Act. The documents
incorporated by reference into the Registration Statement pursuant to Item 3 of
Part II hereof will be available to participants in the Plans, without charge,
upon written or oral request. Any such request should be directed to Franklyn M.
Krieger, Associate General Counsel, Medical Manager Corporation, 3001 North
Rocky Point Drive, Suite 100, Tampa, Florida 33607, telephone (813) 287-2990.
2
<PAGE> 3
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
(Not Required in Prospectus)
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed by the Company with the Commission are
incorporated herein by reference.
(a) The Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1996.
(b) The Company's Quarterly Report on Form 10-Q for the fiscal
quarter ended March 31, 1997.
(c) The Company's Current Report on Form 8-K filed with the
Commission on April 8, 1997.
(d) The description of the Company's Common Stock contained
in the Company's Registration Statement on Form 8-A filed with
the Securities and Exchange Commission on October 10, 1996,
and any amendment or report filed with the Commission for the
purpose of updating such description.
In addition, all documents filed by the Registrant with the Commission
pursuant to Section 13(a), (13(c), 14 or 15(d) of the Securities Exchange Act of
1934, as amended, (the "Exchange Act") after the date of this Registration
Statement and prior to the termination of the offering shall be deemed to be
incorporated by reference into this Registration Statement and to be a part
hereof from the date of the filing of such document with the Commission. Any
statement contained in a document incorporated by reference herein shall be
deemed to be modified or superseded for purposes of the Registration Statement
to the extent that a statement contained herein or in any other subsequently
filed document which also is or is deemed to be incorporated by reference herein
modifies or superseded such statement. Any statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a part
of the Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable. The class of securities to be offered is registered
under Section 12 of the Exchange Act.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Company's By-laws provide that the Company shall, to the fullest
extent permitted by Section 145 of the General Corporation Law of the State of
Delaware, as amended from time to time, indemnify all persons whom it may
indemnify pursuant thereto.
Section 145 of the General Corporation Law of the State of Delaware, as
amended, permits a corporation, under specified circumstances, to indemnify its
directors, officers, employees or agents against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlements actually and reasonably
incurred by them in connection with any action, suite or proceeding brought by
third parties by reason of the fact that they were or are directors, officers,
employees or agents of the corporation, if such directors, officers, employees
or agents acted in good faith and in a manner they reasonably believed to be in
or not opposed to the best interests of the corporation and, with respect to any
criminal action or proceeding, had no reason to believe their conduct was
unlawful. In an action by or in the right of the corporation, indemnification
may
3
<PAGE> 4
be made only for expenses actually and reasonable incurred by directors,
officers, employees or agents in connection with the defense or settlement of an
action or suit, and only with respect to a matter as to which they shall have
acted in good faith and in a manner they reasonably believed to be in or not
opposed to the best interests of the corporation, except that no indemnification
shall be made if such person shall have been adjudged liable to the corporation,
unless and only to the extent that the court in which the action or suit was
brought shall determine upon application that the defendant directors, officers,
employees or agents are fairly and reasonably entitled to indemnify for such
expenses despite such adjudication of liability.
Article Seven of the Company's Certificate of Incorporation, as
amended, provides that the Company's directors will not be personally liable to
the Company or its stockholders for monetary damages resulting from breaches of
their fiduciary duty as directors except (a) for any breach of the duty of
loyalty to the Company or its stockholders, (b) for acts or omissions not in
good faith or which involve intentional misconduct or a knowing violation of
law, (c) under Section 174 of the General Corporation Law of the State of
Delaware, as amended, which makes directors liable for unlawful dividends or
unlawful stock repurchases or redemptions or (d) for transactions from which
directors derive improper personal benefit.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
The exhibits filed as part of this Registration Statement are as
follows:
EXHIBIT
NUMBER DESCRIPTION
------ -----------
4.1 -- Certificate of Incorporation of the Company (incorporated by
reference to Exhibit 3.1 of the Company's Registration
Statement on Form S-1 -- Registration No. 333-13101).
4.2 -- Bylaws of the Company (incorporated by reference to Exhibit
3.2 of the Company's Registration Statement on Form S-1 --
Registration No. 333-13101).
4.3 -- Form of certificate evidencing ownership of Common Stock of
the Company (incorporated by reference to Exhibit 4.1 of
the Company's Registration Statement on Form S-1 --
Registration No. 333-13101).
5.1 -- Opinion of Akerman, Senterfitt & Eidson, P.A.
10.1 -- 1996 Long-Term Incentive Plan of the Company (incorporated
by reference to Exhibit 10.1 of the Company's Registration
Statement on Form S-1 -- Registration No. 333-13101).
10.2 -- Amended and Restated 1996 Non-Employee Directors' Stock Plan
of the Company.
23.1 -- Consent of Coopers & Lybrand L.L.P.
23.2 -- Consent of Akerman, Senterfitt & Eidson, P.A. (included in
opinion filed as Exhibit 5.1).
24.1 -- Powers of Attorney--included as part of the signature page
hereto.
4
<PAGE> 5
ITEM 9. UNDERTAKINGS.
The undersigned Registrant hereby undertakes:
A. (1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3)
of the Securities Act.
(ii) To reflect in the Prospectus any facts or events
arising after the effective date of the Registration Statement (or
the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental change in
the information set forth in the Registration Statement; and
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in the
Registration Statement or any material change to such information
in the Registration Statement;
provided, however, that paragraphs (a)(1)(i) and (1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed or furnished to the Commission
by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act
that are incorporated by reference in this Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered herein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
B. The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act that is incorporated by reference in the Registration Statement
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
C. Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act, and
is, therefore unenforceable in the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question of whether such indemnification by it is against
public policy and as expressed in the Securities Act and will be governed by the
final adjudication of such issue.
5
<PAGE> 6
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant, Medical Manager Corporation, certifies that it has reasonable
grounds to believe that it meets all of the requirements for filing on Form S-8
and has duly caused this Registration Statement to be signed on its behalf by
the undersigned, thereunto duly authorized, in the City of Tampa, State of
Florida, on the 28 day of July, 1997.
MEDICAL MANAGER CORPORATION
By: /s/ Michael A. Singer
------------------------
MICHAEL A. SINGER
Chairman of the Board, and Chief
Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints John H. Kang and Frederick B. Karl, Jr.,
and each of them, as true and lawful attorneys-in-fact and agents with full
power of substitution and resubstitution, for him or her and in his or her name,
place and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this Registration Statement, and to
file the same with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the foregoing, as fully to all intents and purposes as he or she might
or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, or their substitute or
substitutes, may lawfully do or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in their
capacities on July 28, 1997.
<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<S> <C>
/s/ Michael A. Singer Chairman Of The Board And Chief Executive Officer
- ---------------------------------- Principal Executive Officer
MICHAEL A. SINGER
/s/ Lee A. Robbins Vice President And Chief Financial Officer
- ---------------------------------- (Principal Financial And Accounting Officer)
LEE A. ROBBINS
/s/ John H. Kang President And Director
- ----------------------------------
JOHN H. KANG
</TABLE>
6
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<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<S> <C>
/s/ Frederick B. Karl, Jr. Vice President, General Counsel and
- ---------------------------------- Director
FREDERICK B. KARL, JR.
/s/ Courtney F. Jones Director
- ----------------------------------
COURTNEY F. JONES
/s/ Raymond Kurzweil Director
- ----------------------------------
RAYMOND KURZWEIL
/s/ Richard W. Mehrlich Director
- ----------------------------------
RICHARD W. MEHRLICH
/s/ Chris A. Peifer Director
- ----------------------------------
CHRIS A. PEIFER
</TABLE>
7
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EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
------- -----------
4.1 -- Certificate Of Incorporation of the Company (Incorporated by
reference to Exhibit 3.1 of the Company's Registration
Statement on Form S-1 -- Registration No. 333-13101).
4.2 -- Bylaws of the Company (Incorporated by Reference to Exhibit
3.2 of the Company's Registration Statement on Form S-1 --
Registration No. 333-13101).
4.3 -- Form of certificate evidencing ownership of Common Stock of
the Company (incorporated by reference to Exhibit 4.1 of the
Company's Registration Statement on Form S-1 -- Registration
No. 333-13101).
5.1 -- Opinion Of Akerman, Senterfitt & Eidson, P.A.
10.1 -- 1996 Long-term Incentive Plan of the Company (Incorporated
by reference to Exhibit 10.1 of the Company's Registration
Statement on Form S-1 -- Registration No. 333-13101).
10.2 -- Amended and Restated 1996 Non-employee Directors' Stock Plan
of the Company.
23.1 -- Consent of Coopers & Lybrand L.L.P.
23.2 -- Consent of Akerman, Senterfitt & Eidson, P.A. (included in
opinion filed as Exhibit 5.1).
24.1 -- Powers of Attorney -- included as part of the signature page
hereto.
8
<PAGE> 1
EXHIBIT 5.1
Akerman, Senterfitt & Eidson, P.A.
Attorneys at Law
Suntrust International Center
28th Floor
One S.E. Third Avenue
Miami, Florida 33131-1704
(305) 374-5600
Telecopy (305) 374-5095
August 1, 1997
Medical Manager Corporation
3001 North Rocky Point Drive
Suite 100
Tampa, Florida 33607
Gentlemen:
We have acted as special counsel to Medical Manager Corporation, a
Delaware Corporation (the "Company") with respect to the filing by the Company
with the Securities and Exchange Commission under the Securities Act of 1933, as
amended, of a Registration Statement on Form S-8 (the "Registration Statement")
covering the issuance of up to 2,250,000 shares of the Company's common stock,
par value $.01 per share (the "Shares") pursuant to the Company's 1996 Long-Term
Incentive Plan and the Amended and Restated 1996 Non-Employee Directors' Stock
Plan (the "Plans").
Based on our review of the Certificate of Incorporation of the Company,
the Bylaws of the Company, the Plans and documents related thereto, and such
other documents and records as we have deemed necessary and appropriate, we are
of the opinion that the shares, if and when issued and paid for upon exercise of
options granted or to be granted pursuant to the Plans, will be validly issued,
fully paid and non-assessable.
We consent to the filing of this opinion of counsel as Exhibit 5.1 to
the Registration Statement.
Very truly yours,
AKERMAN, SENTERFITT & EIDSON, P.A.
/s/ Akerman, Senterfitt & Eidson, P.A.
<PAGE> 1
Exhibit 10.2
MEDICAL MANAGER CORPORATION
AMENDED AND RESTATED 1996 NON-EMPLOYEE DIRECTORS' STOCK PLAN
1. Purpose. The purpose of this 1996 Non-Employee
Directors' Stock Plan (the "Plan") of Medical Manager Corporation, a Delaware
corporation (the "Company"), is to advance the interests of the Company and its
stockholders by providing a means to attract and retain highly qualified
persons to serve as non-employee directors of the Company and to enable such
persons to acquire or increase a proprietary interest in the Company, thereby
promoting a closer identity of interests between such persons and the Company's
stockholders.
2. Definitions. In addition to terms defined elsewhere in the
Plan, the following are defined terms under the Plan:
(a) "Annual Option" means an Option to purchase the number of
shares specified in or under Section 6(a), subject to adjustment as provided in
Section 8.
(b) "Code" means the Internal Revenue Code of 1986, as amended from
time to time. References to any provision of the Code shall be deemed to
include regulations thereunder and successor provisions and regulations
thereto.
(c) "Deferred Share" means a credit to a Participant's deferral
account under Section 7 which represents the right to receive one Share upon
settlement of the deferral account. Deferral accounts, and Deferred Shares
credited thereto, are maintained solely as bookkeeping entries by the Company
evidencing unfunded obligations of the Company.
(d) "Exchange Act" means the Securities Exchange Act of 1934, as
amended. References to any provision of the Exchange Act shall be deemed to
include rules thereunder and successor provisions and rules thereto.
(e) "Fair Market Value" of a Share on a given date mean the last
sales price or, if last sales information is generally unavailable, the average
of the closing bid and asked prices per Share on such date (or, if there was no
trading or quotation in the stock on such date, on the next preceding date on
which there was trading or quotation) as reported in the Wall Street Journal;
provided, however, that the "Fair Market Value" of a Share subject to Options
granted effective on the date on which the Company commences an Initial Public
Offering shall be the price of the shares so issued and sold, as set forth in
the first final prospectus used in such Initial Public Offering.
(f) "Initial Option" means an Option to purchase the number of shares
<PAGE> 2
specified in or under Section 6(a), subject to adjustment as provided in
Section 8.
(g) "Initial Public Offering" means an initial public offering of
shares in a firm commitment underwriting registered with the Securities and
Exchange Commission in compliance with the provisions of the Securities Act of
1933, as amended.
(h) "Option" means the right, granted to a director under Section 6,
to purchase a specified number of Shares at the specified exercise price for a
specified period of time under the Plan. All Options will be non-qualified
stock options.
(i) "Participant" means a person who, as a non-employee director of
the Company, has been granted an Option or Deferred Shares which remain
outstanding or who has elected to be paid fees in the form of Shares or
Deferred Shares under the Plan.
(j) "Rule 16b-3" means Rule 16b-3, as from time to time in effect and
applicable to the Plan and Participants, promulgated by the Securities and
Exchange Commission under Section 16 of the Exchange Act.
(k) "Share" means a share of common stock, $.01 par value, of the
Company and such other securities as may be substituted for such Share or such
other securities pursuant to Section 8.
3. Shares Available Under the Plan. Subject to adjustment as
provided in Section 8, the total number of Shares reserved and available for
issuance under the Plan is 250,000. Such Shares may be authorized but
unissued Shares, treasury Shares, or Shares acquired in the market for the
account of the Participant. For purposes of the Plan, Shares that may be
purchased upon exercise of an Option or delivered in settlement of Deferred
Shares will not be considered to be available after such Option has been
granted or Deferred Share credited, except for purposes of issuance in
connection with such Option or Deferred Share; provided, however, that, if an
Option expires for any reason without having been exercised in full, the Shares
subject to the unexercised portion of such Option will again be available for
issuance under the Plan.
4. Administration of the Plan. The Plan will be administered by
the Board of Directors of the Company; provided, however, that any action by
the Board relating to the Plan will be taken only if, in addition to any other
required vote, such action is approved by the affirmative vote of a majority of
those directors who are not then eligible to participate in the Plan.
5. Eligibility. Each director of the Company who, at the time an
Option is to be granted under Section 6 or at which fees are to be paid which
could be received in the form of Shares or deferred in the form of Deferred
Shares under Section 7, is not an employee of the Company or any subsidiary of
the Company will be eligible, at such date, to be granted an Option under
Section 6 or receive fees in the form of Shares or
<PAGE> 3
defer fees in the form of Deferred Shares under Section 7. In addition, any
person who, at the time the Company commences an Initial Public Offering, has
agreed to become a director upon consummation of the Initial Public Offering
will be eligible to be granted an Initial Option under Section 6. No person
other than those specified in this Section 5 will be eligible to participate in
the Plan.
6. Options. An Initial Option will be automatically granted (i)
at the commencement of the Initial Public Offering, to each person who is
eligible under Section 5 at that time, and thereafter (ii) at the effective date
of initial election to the Board of Directors, to each person so elected who is
eligible under Section 5 at that date. In addition, an Annual Option will be
automatically granted, at the close of business of the date of final adjournment
of each annual meeting of stockholders of the Company, to each member of the
Board of Directors who is then eligible under Section 5. Notwithstanding the
foregoing, (i) any person who has been automatically granted an Initial Option
at the effective date of initial election to the Board of Directors shall not be
automatically granted an Annual Option at the first annual meeting of
stockholders following such initial election if such annual meeting takes place
within sixty (60) days of the effective date of such person's initial election
to the Board of Directors, and (ii) any Initial Option granted at the
commencement of the Initial Public Offering shall be cancelled and forfeited
if the Initial Public Offering is not consummated or, in the case of an
Initial Option granted to a person who has agreed to become a director, such
person does not commence serving as a non-employee director of the Company
promptly following the consummation of the Initial Public Offering.
(a) Number of Shares Subject to Automatic Option Grants. In the
case of any Initial or Annual Option granted on or before the date of the first
annual meeting of stockholders following the Initial Public Offering, the
number of Shares to be subject to each Initial Option shall be 10,000, and
the number of Shares to be subject to each Annual Option shall be 5,000, in
each case subject to adjustment as provided in Section 8. In the case of any
Initial or Annual Option granted thereafter, the number of Shares to be subject
to each Initial and Annual Option shall be the applicable number specified in
the preceding sentence or, if so determined by the Board of Directors, such
other number of Shares specified in the most recent resolution of the Board
adopted on or prior to the date of the annual meeting of stockholders that
coincides with or most recently precedes the date of grant of the Option.
(b) Exercise Price. The exercise price per Share purchasable upon
exercise of an Option will be equal to 100% of the Fair Market Value of a Share
on the date of grant of the Option.
(c) Option Expiration. A Participant's Option will expire at the
earlier of (i) 10 years after the date of grant or (ii) one year after the date
the Participant ceases to serve as a director of the Company for any reason.
(d) Exercisability. Each Option may be exercised, prior to its
expiration, commencing one year after the date of grant, or at such earlier
date as may be specified by the Board of Directors; provided, however, that an
Option may be exercised following a Participant's termination of service as a
director for reasons other than death or disability only if the director served
for at least 11 months after the date of grant or the option was otherwise
exercisable at the date of termination.
(e) Method of Exercise. A Participant may exercise an Option, in
whole or in
<PAGE> 4
part, at such time as it is exercisable and prior to its expiration, by giving
written notice of exercise to the Secretary of the Company, specifying the
Option to be exercised and the number of Shares to be purchased, and paying in
full the exercise price in cash (including by check) or by surrender of Shares
already owned by the Participant (except for Shares acquired from the Company
by exercise of an option less than six months before the date of surrender)
having a Fair Market Value at the time of exercise equal to the exercise price,
or by a combination of cash and Shares.
7. Receipt of Shares or Deferred Shares In Lieu of Fees. Each
director of the Company may elect to be paid fees, in his or her capacity as a
director (including annual retainer fees for service on the Board, fees for
service on a Board committee, fees for service as chairman of a Board
committee, and any other fees paid to directors) in the form of Shares or
Deferred Shares in lieu of cash payment of such fees, if such director is
eligible to do so under Section 5 at the date any such fee is otherwise
payable. If so elected, payment of fees in the form of Shares or Deferred
Shares shall be made in accordance with this Section 7.
(a) Elections. Each director who elects to be paid fees for a
given calendar year in the form of Shares or to defer such payment of fees in
the form of Deferred Shares for such year must file an irrevocable written
election with the Secretary of the Company no later than December 31 of the
year preceding such calendar year or such other date as may be specified by the
Secretary; provided, however, that a director serving at the time the Plan
becomes effective, and any director newly elected or appointed thereafter, may
file an election applicable to compensation payable for any period of service
that has not yet commenced within the year of such effectiveness, election, or
appointment prior to the commencement of such period of service. An election
by a director shall be deemed to be continuing and therefore applicable to
subsequent Plan years unless the director revokes or changes such election by
filing a new election form by the due date for such form specified in this
Section 7(a). The election must specify the following:
(i) A percentage of fees to be received in the form of Shares or
deferred in the form of Deferred Shares under the Plan; and
(ii) In the case of a deferral, the period or periods during which
settlement of Deferred Shares will be deferred (subject to such
limitations as may be specified by the Company's Secretary).
(b) Payment of Fees in the Form of Shares. At any date on which fees
are payable to a Participant who has elected to receive such fees in the form
of Shares, the Company will issue to such Participant, or to a designated third
party for the account of such Participant, a number of Shares having an
aggregate Fair Market Value at that date equal to the fees, or as nearly as
possible equal to the fees (but in no event greater than the fees), that would
have been payable at such date but for the Participant's election to receive
Shares in lieu thereof. If the Shares are to be credited to an account
maintained by the Participant and to the extent reasonably practicable
<PAGE> 5
without requiring the actual issuance of fractional Shares, the Company shall
cause fractional Shares to be credited to the Participant's account. If
fractional Shares are not so credited, any part of the Participant's fees not
paid in the form of whole Shares will be payable in cash to the Participant
(either paid separately or included in a subsequent payment of fees, including
a subsequent payment of fees subject to an election under this Section 7).
(c) Deferral of Fees in the Form of Deferred Shares. The Company
will establish a deferral account for each Participant who elects to defer fees
in the form of Deferred Shares under this Section 7. At any date on which fees
are payable to a Participant who has elected to defer fees in the form of
Deferred Shares, the Company will credit such Participant's deferral account
with a number of Deferred Shares equal to the number of Shares having an
aggregate Fair Market Value at that date equal to the fees that otherwise would
have been payable at such date but for the Participant's election to defer
receipt of such fees in the form of Deferred Shares. The amount of Deferred
Shares so credited shall include fractional Shares calculated to at least three
decimal places.
(d) Crediting of Dividend Equivalents. Whenever dividends are
paid or distributions made with respect to Shares, a Participant to whom
Deferred Shares are then credited in a deferral account shall be entitled to
receive, as dividend equivalents, an amount equal in value to the amount of the
dividend paid or property distributed on a single Share multiplied by the
number of Deferred Shares (including any fractional Share) credited to his or
her deferral account as of the record date for such dividend or distribution.
Such dividend equivalents shall be credited to the Participant's deferral
account as a number of Deferred Shares determined by dividing the aggregate
value of such dividend equivalents by the Fair Market Value of a Share at the
payment date of the dividend or distribution.
(e) Settlement of Deferred Shares. The Company will settle the
Participant's deferral account by delivering to the Participant (or his or her
beneficiary) a number of Shares equal to the number of whole Deferred Shares
then credited to his or her deferral account (or a specified portion in the
event of any partial settlement), together with cash in lieu of any fractional
Share remaining at a time that less than one whole Deferred Share is credited
to such deferral account. Such settlement shall be made at the time or times
specified in the Participant's election filed in accordance with Section 7(a);
provided, however, that a Participant may further defer settlement of Deferred
Shares if counsel to the Company determines that such further deferral likely
would be effective under applicable federal income tax laws and regulations.
(f) Nonforfeitability. The interest of each Participant in any
fees paid in the form of Shares or Deferred Shares (and any deferral account
relating thereto) at all times will be nonforfeitable.
8. Adjustment Provisions.
<PAGE> 6
(a) Corporate Transactions and Events. In the event of any
recapitalization, forward or reverse split, reorganization, merger,
consolidation, spin-off, combination, repurchase or exchange of Shares or other
securities, Share dividend or other special, large and non- recurring dividend
or distribution (whether in the form of cash, securities or other property),
liquidation, dissolution, or other similar corporate transaction or event
affects the Shares such that an adjustment is appropriate in order to prevent
dilution or enlargement of the rights of Participants under the Plan, then the
Board shall, in such manner as it may deem equitable, adjust any or all of the
(i) number and kind of Shares remaining reserved and available for issuance
under Section 3, (ii) number and kind of Shares to be subject to each automatic
grant of an Option under Section 6, (iii) number and kind of Shares issuable
upon exercise of outstanding Options, and/or exercise price per Share thereof
(provided that no fractional Shares will be issued upon exercise of any
Option), (iv) kind of Shares to be issued in lieu of fees under Section 7, and
(v) number and kind of Shares to be issued upon settlement of Deferred Shares
under Section 7.
(b) Insufficient Number of Shares. If at any date an insufficient
number of Shares are available under the Plan for the automatic grant of
Options or the receipt of fees in the form of Shares or deferral of fees in the
form of Deferred Shares at that date, Options will first be automatically
granted proportionately to each eligible director, to the extent Shares are
then available (provided that no fractional Shares will be issued upon exercise
of any Option) and otherwise as provided under Section 6, and then, if any
Shares remain available, fees shall be paid in the form of Shares or deferred
in the form of Deferred Shares proportionately among directors then eligible to
participate to the extent Shares are then available and otherwise as provided
under Section 7.
9. Changes to the Plan. The Board of Directors may amend, alter,
suspend, discontinue, or terminate the Plan or authority to grant Options or
pay fees in the form of Shares or Deferred Shares under the Plan without the
consent of stockholders or Participants, except that any amendment or
alteration will be subject to the approval of the Company's stockholders at or
before the next annual meeting of stockholders for which the record date is
after the date of such Board action if such stockholder approval is required by
any federal or state law or regulation or the rules of any stock exchange or
automated quotation system as then in effect, and the Board may otherwise
determine to submit other such amendments or alterations to stockholders for
approval; provided, however, that, without the consent of an affected
Participant, no such action may materially impair the rights of such
Participant with respect to any previously granted Option or any previous
payment of fees in the form of Shares or Deferred Shares.
10. General Provisions.
(a) Agreements. Options, Deferred Shares, and any other right or
obligation under the Plan may be evidenced by agreements or other documents
executed by the Company and the Participant incorporating the terms and
conditions set forth in the Plan, together with such other terms and conditions
not inconsistent with the Plan, as
<PAGE> 7
the Board of Directors may from time to time approve.
(b) Compliance with Laws and Obligations. The Company will not be
obligated to issue or deliver Shares in connection with any Option, in payment
of any directors' fees, or in settlement of Deferred Shares in a transaction
subject to the registration requirements of the Securities Act of 1933, as
amended, or any other federal or state securities law, any requirement under
any listing agreement between the Company and any stock exchange or automated
quotation system, or any other law, regulation, or contractual obligation of
the Company, until the Company is satisfied that such laws, regulations, and
other obligations of the Company have been complied with in full. Certificates
representing Shares issued under the Plan will be subject to such stop-transfer
orders and other restrictions as may be applicable under such laws,
regulations, and other obligations of the Company, including any requirement
that a legend or legends be placed thereon.
(c) Limitations on Transferability. Options, Deferred Shares, and
any other right under the Plan will not be transferable by a Participant except
by will or the laws of descent and distribution or to a designated beneficiary
in the event of a Participant's death; provided, however, that Options and
Deferred Shares (and rights relating thereto) may be transferred to one or more
transferees during the lifetime of the Participant for purposes of the
Participant's estate planning. The Company may rely upon the beneficiary
designation last filed in accordance with this Section 10(c). Options,
Deferred Shares, and other rights under the Plan may not be pledged, mortgaged,
hypothecated, or otherwise encumbered, and shall not be subject to the claims
of creditors of any Participant.
(d) Compliance with Rule 16b-3.
(i) Six-Month Holding Period. Unless a Participant could
otherwise dispose of equity securities, including
derivative securities, acquired under the Plan
without incurring liability under Section 16(b) of
the Exchange Act, equity securities acquired under
the Plan must be held for a period of six months
following the date of such acquisition, provided that
this condition shall be satisfied with respect to a
derivative security if at least six months elapse
from the date of acquisition of the derivative
security to the date of disposition of the derivative
security (other than upon exercise or conversion) or
its underlying equity security.
(ii) Other Compliance Provisions. With respect to a
Participant who is then subject to Section 16 of the
Exchange Act in respect of the Company, it is the
intent of the Company that transactions shall be
implemented under the Plan in a manner that will
ensure that each transaction by such a Participant is
exempt from liability under Rule 16b-3, except that
such a Participant may be permitted to engage in a
non-exempt transaction under the Plan if written
notice has
<PAGE> 8
been given to the Participant regarding the
non-exempt nature of such transaction. The Board may
authorize the Company to repurchase any Shares
acquired in connection with the Plan in order to
prevent a Participant who is subject to Section 16 of
the Exchange Act from incurring liability under
Section 16(b). Unless otherwise specified by the
Participant, equity securities, including derivative
securities, acquired under the Plan which are
disposed of by a Participant shall be deemed to be
disposed of in the order acquired by the Participant.
(e) No Right To Continue as a Director. Nothing contained in the
Plan or any agreement hereunder will confer upon any Participant any right to
continue to serve as a director of the Company.
(f) No Stockholder Rights Conferred. Nothing contained in the
Plan or any agreement hereunder will confer upon any Participant (or any person
or entity claiming rights by or through a Participant) any rights of a
stockholder of the Company unless and until Shares are in fact issued to such
Participant (or person) or, in the case an Option, such Option is validly
exercised in accordance with Section 6.
(g) Nonexclusivity of the Plan. Neither the adoption of the Plan
by the Board of Directors nor its submission to the stockholders of the Company
for approval shall be construed as creating any limitations on the power of the
Board to adopt such other compensatory arrangements for directors as it may
deem desirable.
(h) Governing Law. The validity, construction, and effect of the
Plan and any agreement hereunder will be determined in accordance with the laws
of the State of Delaware, without giving effect to principles of conflicts of
laws, and applicable federal law.
11. Stockholder Approval, Effective Date, and Plan Termination.
The Plan will be effective as of the date of its adoption by the Board, subject
to stockholder approval prior to the commencement of the Initial Public
Offering, and, unless earlier terminated by action of the Board of Directors,
shall terminate at such time as no Shares remain available for issuance under
the Plan and the Company and Participants have no further rights or obligations
under the Plan.
<PAGE> 1
EXHIBIT 23.1
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We consent to the incorporation by reference in this Registration Statement of
Medical Manager Corporation on Form S-8 of our report dated February 14, 1997,
except for certain information in Note 8 for which the date is April 6, 1997, on
our audits of the combined financial statements of Medical Manager Corporation
and Personalized Programming, Inc. as of December 31, 1996 and 1995 and for each
of the three years in the period ended December 31, 1996, which report is
included in Medical Manager Corporation's 1996 Annual Report on Form 10-K.
Tampa, Florida
August 1, 1997
