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Rule 424(b)(3)
Regis. No. 333-25215
Medical Manager Corporation
SUPPLEMENT NO. 2 DATED JUNE 25, 1997
TO PROSPECTUS DATED APRIL 23, 1997
On April 28, 1997, Medical Manager Corporation (the "Company") completed
the proposed acquisition of LSM Computing, Inc. in exchange for 153,823 shares
of the Company's Common Stock. Accordingly, the reference under the heading
"Recent Developments" on page 37 of the Prospectus to the acquisition being a
"Proposed Acquisition" should be revised to give effect to the acquisition,
which was consummated on substantially the same terms as set forth in the
Prospectus.
On May 1, 1997, the Company completed the proposed acquisition of UNICO,
Inc. in exchange for 353,615 shares of the Company's Common Stock. Accordingly,
the reference under the heading "Recent Developments" on page 37 of the
Prospectus to the acquisition being a "Proposed Acquisition" should be revised
to give effect to the consummation of the acquisition, which was consummated on
substantially the same terms as set forth in the Prospectus.
On May 2, 1997, the Company completed the proposed acquisition of Adaptive
Health Systems of Washington, Inc. in exchange for 200,500 shares of the
Company's Common Stock. Accordingly, the reference under the heading "Recent
Developments" on page 37 of the Prospectus to the acquisition being a "Proposed
Acquisition" should be revised to give effect to the acquisition, which was
consummated on substantially the same terms as set forth in the Prospectus.
On May 21, 1997, the Company completed the proposed acquisition of
Specialized Systems, Inc., in exchange for 300,000 shares of the Company's
Common Stock. Accordingly, the reference under the heading "Recent Developments"
on page 37 of the Prospectus to the acquisition being a "Proposed Acquisition"
should be revised to give effect to the acquisition, which was consummated on
substantially the same terms as set forth in the Prospectus.
Additionally, on April 30, 1997, the size of the Board of Directors of the
Company was increased from three (3) to seven (7) members, as was contemplated
in the Final Prospectus dated January 30, 1997 relating to the Company's initial
public offering. The following individuals were appointed to fill the four (4)
newly created vacancies:
Courtney F. Jones
Frederick B. Karl, Jr.
Raymond Kurzweil
Chris A. Peifer
Mr. Jones is a Class III director, with an initial term which expires at
the Company's 1999 Annual Meeting of Stockholders, Mr. Karl is a Class I
director, with an initial term which expires at the Company's 1997 Annual
Meeting of Stockholders, Mr. Kurzweil is a Class II director, with an initial
term which expires at the Company's 1998 Annual Meeting of Stockholders and Mr.
Peifer is be a Class II director, with an initial term which expires at the
Company's 1998 Annual Meeting of Stockholders. Each of Messrs. Jones, Kurzweil
and Peifer is an independent director and has been appointed to serve on the
Company's Audit and Compensation Committees.
Accordingly, the sections headed "Management" and "Principal Stockholders"
on pages 38 and 44, respectively, of the Prospectus are revised as follows.
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MANAGEMENT
DIRECTORS AND EXECUTIVE OFFICERS
The following table sets forth certain information as of June 25, 1997
concerning each of the Company's current directors and executive officers.
<TABLE>
<CAPTION>
NAME AGE POSITION
---- --------- --------
<S> <C> <C>
Michael A. Singer.................... 50 Chairman of the Board; Chief Executive Officer
John H. Kang......................... 34 President; Director
Executive Vice President -- Sales and Marketing;
Richard W. Mehrlich.................. 49 Director
Lee A. Robbins....................... 55 Vice President and Chief Financial Officer
John P. Sessions..................... 55 Vice President and Chief Operating Officer
Vice President, General Counsel and Secretary;
Frederick B. Karl, Jr................ 42 Director
Courtney F. Jones.................... 57 Director
Raymond Kurzweil..................... 49 Director
Chris A. Peifer...................... 49 Director
</TABLE>
Michael A. Singer has been Chairman of the Board and Chief Executive
Officer of the Company since the consummation of the Offering. Mr. Singer is the
founder of PPI and the principal inventor of The Medical Manager software
program. From PPI's inception in 1981, he has been the sole shareholder, a
director and the President and Chief Executive Officer. Mr. Singer received a
B.A. in Business Administration from the University of Florida in 1969, and a
Masters degree in Economics from the University of Florida in 1971.
John H. Kang has been President and a director of the Company since July
1996. He is the founder of NMS and has served as its President since its
inception in 1994. In 1987, Mr. Kang founded J. Holdsworth Capital, Ltd., a
private investment firm, and is currently its President. He has been a director
of Amorphous Technologies International, a company engaged in the research and
development and manufacture of metal alloy, since May 1995. Mr. Kang also has
been a director of Nutcracker Snacks, Inc., a manufacturer of snack foods, since
December 1988. From June 1988 to September 1996, Mr. Kang was the Chairman and a
director of Clayton Group, Inc., a distributor of waterworks materials. Mr. Kang
received an A.B. in Economics from Harvard College in 1985.
Richard W. Mehrlich has been Executive Vice President -- Sales and
Marketing and a director of the Company since the consummation of the Offering.
Mr. Mehrlich is the founder and a director of SPI, and has been President and
Chief Executive Officer of SPI since its inception in 1980. Mr. Mehrlich's
previous sales and marketing experience includes serving as Director of
Marketing for Dynabyte Corporation, a microcomputer hardware manufacturer, and
as a regional sales representative for Texas Instruments, Component Sales
Division. Mr. Mehrlich received a degree in Electrical Engineering from the
Milwaukee School of Engineering in 1970.
Lee A. Robbins has been Vice President of the Company since November 1996
and Chief Financial Officer since the consummation of the Offering. From July
1995 through November 1996, Mr. Robbins served as Vice President and Chief
Financial Officer of American Ophthalmic Incorporated, a physical practice
management company. From 1985 to June 1995, he was Vice President and Chief
Financial Officer of Puritan-Bennett Corporation, a respiratory equipment
company. Before entering the health care management industry in 1985, Mr.
Robbins held a number of financial positions with Armco Inc., a Fortune 500
company based in Middletown, Ohio. Mr. Robbins received a B.S. in Accounting
from the University of Cincinnati and an M.B.A. from Xavier University.
John P. Sessions has been Vice President and Chief Operating Officer of the
Company since April 1997. Prior to joining the Company, Mr. Sessions was
employed as Executive Vice President and Chief Operating Officer of Companion
Technologies, Inc., a subsidiary of Blue Cross/Blue Shield of South Carolina,
from
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1995 to 1997. From 1986 to 1995, Mr. Sessions served as Vice President and Chief
Operating Officer of Companion Technologies, Inc. Mr. Sessions graduated with a
degree in Computer Science from the Electronic Computer Programming Institute of
the University of South Carolina in 1968.
Frederick B. Karl, Jr. has been Vice President, General Counsel and
Secretary of the Company since the consummation of the Offering and became a
director in April 1997. Mr. Karl has been the General Counsel of PPI since 1988,
and also has served as a Vice President of PPI since 1990. He provided legal
services to PPI from 1984 through 1988 while he was in private practice. Mr.
Karl received a B.A. from Florida State University in 1977 and a J.D. from the
University of Florida College of Law in 1981.
Courtney F. Jones has been a director of the Company since April 1997. Mr.
Jones has served as Director, Chairman of the Audit Committee and Member of the
Executive Committee of First Data Corporation since its inception in 1992. Prior
to that, Mr. Jones served as Managing Director in the Investment Banking
Division of Merrill Lynch & Co., Inc. from 1989 to 1990, Director, Executive
Vice President and Chief Financial Officer of Merrill Lynch & Co. from 1985 to
1989 and Secretary to the Finance Committee of the Board of Directors and
Treasurer of General Motors Corporation from 1982 to 1985. Mr. Jones received
his B.S. degree from Wayne State University in 1963 and his M.B.A. degree from
the University of Chicago in 1968.
Raymond Kurzweil has been a director of the Company since April 1997. Mr.
Kurzweil is the founder of Kurzweil Applied Intelligence, Inc. ("KAI") and has
served as Chief Technology Officer of KAI since its inception in 1982. KAI has
executed a definitive agreement to be acquired. Upon the consummation of this
acquisition, Mr. Kurzweil will no longer be an employee of KAI, but will serve
as a consultant to KAI. Mr. Kurzweil has also served as the Chairman and Chief
Executive Officer of Kurzweil Educational Systems, Inc. and Kurzweil
Technologies, Inc. since 1996 and 1995, respectively. Mr. Kurzweil also serves
on the Board of Directors of Wang Laboratories, Inc. Mr. Kurzweil received a
B.S. degree in Computer Science and Literature from Massachusetts Institute of
Technology in 1970.
Chris A. Peifer has been a director of the Company since April 1997. Mr.
Peifer has been the President of Tice Financial Services, Inc. ("Tice") in
Tampa, Florida since 1987. Prior to joining Tice, Mr. Peifer was Chairman and
Chief Executive Officer of EESCO, Inc., a regional distributor of electrical
equipment headquartered in Chicago, IL, from 1985 to 1987. From 1982 to 1985,
Mr. Peifer was President and Chief Executive Officer of Bass & Company of
Atlanta, GA. Mr. Peifer was a founder and served as a director of The Commercial
Bank of Georgia from 1988 to 1996. Mr. Peifer has served as a director of
PrimeSource of Dallas, Texas from 1989 to the present. Mr. Peifer received a
B.A. degree from Denison University in 1970 and an M.B.A. degree from the
Kellogg School at Northwestern University.
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PRINCIPAL STOCKHOLDERS
The following tables sets forth certain information as of June 25, 1997
regarding the beneficial ownership of the Common Stock of the Company by (i)
each person known to beneficially own more than 5% of the outstanding shares of
Common Stock; (ii) each of the Company's directors; (iii) each executive
officer; and (iv) all executive officers and directors as a group. All persons
listed have an address in care of the Company's principal executive offices,
except as otherwise indicated, and have sole voting and investment power with
respect to their shares unless otherwise indicated.
<TABLE>
<CAPTION>
SHARES BENEFICIALLY
OWNED
--------------------
NAME NUMBER PERCENT
---- --------- -------
<S> <C> <C>
Michael A. Singer........................................... 6,395,000 34.2%
John H. Kang................................................ 515,614 2.8%
Richard W. Mehrlich......................................... 2,210,000 11.8%
Lee A. Robbins(1)........................................... 30,000 *
John P. Sessions(2)......................................... 1,000 *
Frederick B. Karl, Jr.(3)................................... 36,000 *
Courtney F. Jones(4)........................................ 0 0
Raymond Kurzweil(5)......................................... 0 0
Chris A. Peifer(6)(7)....................................... 96,636 *
Electronic Data Systems Corporation......................... 1,221,896 6.5%
5400 Legacy Drive
Plano, Texas 75024-3105
All executive officers and directors as a group (9
persons).................................................. 9,284,250 49.6%
</TABLE>
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(1) Includes 25,000 shares underlying options which are exercisable within 60
days of the date hereof. Does not include 95,000 shares issuable in
connection with options that are not exercisable within 60 days of the date
hereof.
(2) Excludes 50,000 shares of Common Stock awarded to Mr. Sessions on April 18,
1996, the date of the execution of his employment agreement with the
Company, which share award vests in six equal annual installments beginning
on April 18, 1998. Also excludes 100,000 shares issuable in connection with
options that are not exercisable within 60 days hereof.
(3) Includes 35,000 shares underlying options which are exercisable within 60
days of the date hereof. Does not include 105,000 shares issuable in
connection with options that are not exercisable within 60 days of the date
hereof.
(4) Excludes 20,000 shares issuable in connection with options that are not
exercisable within 60 days of the date hereof.
(5) Excludes 10,000 shares issuable in connection with options that are not
exercisable within 60 days of the date hereof.
(6) Excludes 10,000 shares issuable in connection with options that are not
exercisable within 60 days of the date hereof.
(7) Mr. Peifer acquired 51,636 of the 96,636 beneficially owned shares in
connection with the Company's acquisition of NMS, which was one of the
Founding Companies.
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