<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 17, 1998
REGISTRATION NO. 333-48149
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------
AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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MEDICAL MANAGER CORPORATION
(Exact Name of Registrant as Specified in its Charter)
DELAWARE 59-3396629
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
3001 NORTH ROCKY POINT DRIVE EAST
SUITE 100
TAMPA, FLORIDA 33607
(813) 287-2990
(Address, Including Zip Code, and Telephone Number, Including Area Code,
of Registrant's Principal Executive Offices)
FREDERICK B. KARL, JR., ESQ.
3001 NORTH ROCKY POINT DRIVE EAST, SUITE 100
TAMPA, FLORIDA 33607
(813) 287-2990
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code,
of Agent for Service)
----------
COPIES 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
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From
time to time after the effective date of the Registration Statement.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933 other than securities offered only in connection with
dividend or interest reinvestment plans, check the following box. [X]
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
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If this form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. [ ]
If the delivery of the prospectus is expected to be made pursuant to
Rule 434, please check the following box. [ ]
CALCULATION OF REGISTRATION FEE
<TABLE>
==========================================================================================================================
PROPOSED MAXIMUM
TITLE OF EACH CLASS OF AMOUNT TO PROPOSED MAXIMUM AGGREGATE OFFERING AMOUNT OF
SECURITIES TO BE REGISTERED BE REGISTERED OFFERING PRICE PER SHARE PRICE (1) REGISTRATION FEE
- --------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value $.01 per 152,935 sh. $25.50(1) $3,819,842.50 $1,127
share
==========================================================================================================================
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457 under the Securities Act.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE
OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
================================================================================
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152,935 SHARES
MEDICAL MANAGER CORPORATION
COMMON STOCK
This Prospectus relates to an aggregate of 152,935 shares (the
"Shares") of the common stock, par value $.01 per share (the "Common Stock"), of
Medical Manager Corporation (the "Company"), which may be offered for sale
hereby, from time to time, for the account of the persons listed herein (the
"Selling Stockholders") who have acquired certain of the Shares in acquisitions
of businesses or assets by the Company not involving a public offering. The
Shares are being registered under the Securities Act on behalf of the Selling
Stockholders in order to permit the public sale or other distribution of the
Shares.
The Shares may be sold or distributed from time to time by or for the
account of the Selling Stockholders or their pledgees through underwriters or
dealers, through brokers or other agents, or directly to one or more purchasers
including pledgees, at market prices prevailing at the time of sale or at prices
otherwise negotiated. This Prospectus may also be used, with the Company's prior
consent, by donees of the Selling Stockholders, or by other persons acquiring
certain of the Shares and who wish to offer and sell such Shares under
circumstances requiring or making desirable its use. The Company will not
receive any of the proceeds from the sale of the Shares offered hereby and will
bear certain expenses incident to such Shares. See "Selling Stockholders" and
"Plan of Distribution."
The Selling Stockholders and brokers through whom sales of the Shares
are made may be deemed to be "underwriters" within the meaning of Section 2(11)
of the Securities Act of 1933, as amended (the "Securities Act"). In addition,
any profits realized by the Selling Stockholders or such brokers on the sale of
the Shares may be deemed to be underwriting commissions under the Securities
Act.
The Common Stock is traded on the Nasdaq National Market ("Nasdaq")
under the symbol "MMGR." On March 16, 1998, the last reported sales price of the
Common Stock as reported by Nasdaq was $28 1/16 per share.
SEE "RISK FACTORS" BEGINNING ON PAGE 5 FOR DISCUSSION OF CERTAIN
FACTORS THAT SHOULD BE CONSIDERED BY PROSPECTIVE PURCHASERS OF THE COMMON STOCK
OFFERED HEREBY.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
March __, 1998
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No dealer, salesperson or other person has been authorized to give any
information or to make any representations other than those contained in or
incorporated by reference in this Prospectus in connection with the offer made
by this Prospectus and, if given or made, such information or representations
must not be relied upon as having been authorized by the Company or the Selling
Stockholders. Neither the delivery of this Prospectus nor any sale made
hereunder shall, under any circumstances, create any implication that there has
not been any change in the facts set forth in this Prospectus or in the affairs
of the Company since the date hereof. This Prospectus does not constitute an
offer or solicitation by anyone in any jurisdiction in which such offer or
solicitation is not authorized or in which the person making such offer or
solicitation is not qualified to do so or to anyone to whom it is unlawful to
make such offer or solicitation.
TABLE OF CONTENTS
PAGE
Available Information ............................................... 2
The Company ......................................................... 3
Risk Factors ........................................................ 5
Use of Proceeds ..................................................... 11
Selling Stockholders ................................................ 12
Description of Capital Stock ........................................ 13
Plan of Distribution ................................................ 16
Legal Matters ....................................................... 17
Experts ............................................................. 17
Incorporation of Certain Documents by Reference ..................... 17
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the rules
and regulations promulgated thereunder, and, in accordance therewith, files
reports, proxy and information statements and other information with the
Securities and Exchange Commission (the "Commission"). These reports, proxy and
information statements and other information concerning the Company can be
inspected and copied at the public reference facilities maintained by the
Commission at Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549; and at
the Commission's regional offices located at Citicorp Center, Suite 1400, 500
West Madison Street, Chicago, Illinois 60661 and at Seven World Trade Center,
Suite 1300 New York, New York 10048. Copies of such material can also be
obtained from the Commission at prescribed rates through its Public Reference
Section at 450 Fifth Street, N.W., Washington, D.C. 20549. The Commission also
maintains a site on the World Wide Web at http://www.sec.gov that contains
reports, proxy and information statements and other information regarding
registrants that file electronically with the Commission.
The Company has filed with the Commission a Registration Statement on
Form S-3 under the Securities Act with respect to the Shares offered hereby
(including all amendments and supplements thereto, the "Registration
Statement"). This Prospectus, which forms a part of the Registration Statement,
does not contain all of the information set forth in the Registration Statement,
certain parts of which have been omitted in accordance with the rules and
regulations of the Commission. Statements contained herein concerning the
provisions of certain documents are not necessarily complete and, in each
instance, reference is made to the copy of such document filed as an exhibit to
the Registration Statement or otherwise filed with the Commission. Each such
statement is qualified in its entirety by such reference. The Registration
Statement and the exhibits thereto can be inspected and copied at the public
reference facilities and regional offices of the Commission and at the offices
of Nasdaq referred to above.
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THE COMPANY
Medical Manager Corporation ("the Company") was founded in July 1996 to
bring together the research and development, sales, marketing and support
resources for The Medical Manager(R) software, a leading physician practice
management system for independent physicians, independent physician
associations, management service organizations ("MSOs"), physician practice
management organizations, managed care organizations and other providers of
health care services in the United States.
The Company's strategy is to integrate its research and development,
sales, marketing and support resources and to build upon its leadership position
as the most widely utilized physician practice management system. Key elements
of this strategy include: (i) capitalizing on the Company's national market
presence and the synergies created by the Mergers (as hereinafter defined) and
the Company's subsequent acquisitions, as discussed below; (ii) consolidating
and rationalizing the existing national network of independent dealers for The
Medical Manager system; (iii) increasing penetration of MSOs and other large
physician groups; (iv) cross-selling existing and new products and services to
the Company's installed client base; and (v) expanding the Company's offering of
health care information products and services.
Simultaneously with the consummation of the initial public offering of
the Common Stock in February 1997 (the "IPO"), the Company acquired in separate
mergers (the "Mergers") the following companies: (i) Personalized Programming,
Inc., the owner and developer of The Medical Manager software; (ii) Systems
Plus, Inc., the long-time national distributor of The Medical Manager software;
(iii) National Medical Systems, Inc., a national dealer of The Medical Manager
software located in Tampa, Florida; (iv) RTI Business Systems, Inc., a large,
regional dealer of The Medical Manager software in South Bend, Indiana; and (v)
Systems Management, Inc., a large, regional dealer of the Medical Manager
software in Albany, New York (collectively, the "Founding Companies"), which
became separate, wholly-owned subsidiaries of the Company.
Subsequent to the consummation of the IPO, the Company executed and
closed agreements to acquire the following resellers of The Medical Manager
software (the "Acquired Companies") in transactions which were accounted for
using the pooling of interests method of accounting: (i) The Computer Clinic,
Inc. and its affiliates ("Computer Clinic") based in Valhalla, New York; (ii)
Adaptive Health Systems of Washington, Inc. ("Adaptive Health") based in Federal
Way, Washington; (iii) LSM Computing, Inc. ("LSM") based in Somerville, New
Jersey; (iv) Specialized Systems, Inc. ("Specialized Systems") based in Van
Nuys, California; (v) Treister-Thorne, Inc. d/b/a Advanced Medical Management,
Inc. ("Advanced Medical") based in Houston, Texas; (vi) UNICO, Inc. ("UNICO")
based in Evansville, Indiana; (vii) Medysis, Inc. ("Medysis") based in Fort
Wayne, Indiana; (viii) Computers for Medicine Corporation and Carecom, Inc.
(collectively, "Computers for Medicine") based in Englewood, Colorado; (ix)
Unisource Systems, Inc. ("Unisource") based in Corpus Christi, Texas; and (x)
CompRx Systems Corporation ("CompRx") based in Hauppauge, New York. Each of
these acquisitions closed during the year ended December 31, 1997.
Also subsequent to the consummation of the IPO, the Company executed
and closed definitive agreements to acquire substantially all of the assets or
all of the outstanding equity securities of the following resellers of The
Medical Manager software (the "Purchased Companies") in transactions which were
accounted for using the purchase method of accounting: (i) Artemis, Inc.
("Artemis") based in Indianapolis, Indiana; (ii) Boston Computer Systems, Inc.
("Boston Computer") based in Norwood, Massachusetts; (iii) Package Computer
Systems, Inc. d/b/a PAC-COMP ("PAC-COMP") based in Sterling Heights, Michigan;
(iv) Matrix Computer Consultants, Inc. ("Matrix") based in Norman, Oklahoma; (v)
Professional Management Systems, Inc. ("PMSI") based in St. Charles, Illinois;
(vi) AMSC, Inc. ("AMSC") based in Orlando, Florida, together with its
wholly-owned subsidiary, AMSC Midwest, Inc. ("AMSC Topeka") based in Topeka,
Kansas; (vii) Data Concepts, Inc. ("Data Concepts") based in Boise, Idaho;
(viii) Medical Systems Consultants, Inc. ("MSCI") based in Boise, Idaho; (ix)
Advanced Practice Management, Inc. ("APM") based in San Diego, California; (x)
Medico Support Services, Inc. ("MSSI") based in Salem, Oregon; (xi) Companion
Technologies of Florida, Inc.
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("Companion Florida") based in Tampa, Florida; and (xii) Companion Technologies
Corporation of Texas ("Companion Texas") based in Arlington, Texas. Each of
these acquisitions closed during the year ended December 31, 1997.
Following the acquisition of the Founding Companies, the Acquired
Companies and the Purchased Companies, the Company was reorganized into eight
wholly-owned subsidiaries, one of which engages in research and development
activities, one of which coordinates national sales and marketing activities and
the remaining six of which provide direct sales, marketing and support of the
product to customers in each of the Company's six geographic regions.
The Company's principal executive offices are located at 3001 North
Rocky Point Drive East, Suite 100, Tampa, Florida 33607 and its telephone number
is (813) 287-2990. The Common Stock is traded on Nasdaq under the symbol "MMGR."
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RISK FACTORS
PROSPECTIVE INVESTORS SHOULD CONSIDER CAREFULLY THE FOLLOWING RISK
FACTORS, TOGETHER WITH THE OTHER INFORMATION CONTAINED IN THIS PROSPECTUS, IN
EVALUATING AN INVESTMENT IN THE SHARES OFFERED HEREBY. THE FOLLOWING FACTORS AND
OTHER INFORMATION SET FORTH IN THIS PROSPECTUS CONTAIN CERTAIN FORWARD-LOOKING
STATEMENTS INVOLVING RISKS AND UNCERTAINTIES. THE COMPANY'S ACTUAL RESULTS MAY
DIFFER MATERIALLY FROM THE RESULTS ANTICIPATED IN THESE FORWARD-LOOKING
STATEMENTS AS A RESULT OF CERTAIN FACTORS SET FORTH IN THIS SECTION AND
ELSEWHERE IN THIS PROSPECTUS.
LIMITED COMBINED OPERATING HISTORY
The Company has been conducting operations and generating revenues
through the combined efforts of the Founding Companies since the closing of the
IPO in February 1997. The Company has been integrating the operations of these
businesses and instituting the Company-wide systems and procedures that are
necessary to successfully manage the combined enterprise on a profitable basis,
but there are no guarantees that the Company will continue to operate and
integrate the operations on a successful and profitable basis. The Company's
management group has managed the combined entities and has implemented the
Company's acquisition program by acquiring a number of independent dealerships.
The acquired dealerships have begun to assimilate into the Company but there is
no guarantee that they will be fully assimilated or that their employees will
remain with the Company.
RISKS ASSOCIATED WITH THE ACQUISITION STRATEGY
As part of its growth strategy, the Company intends to acquire
additional independent dealers of The Medical Manager physician practice
management system and complementary technologies. Increased competition for
acquisition candidates among the independent dealers may develop, in which event
there may be fewer acquisition opportunities available to the Company as well as
higher acquisition prices. There can be no assurance that the Company will be
able to identify, acquire or profitably integrate and manage additional dealers
or complementary technologies, if any, into the Company without substantial
costs, delays or other operational or financial problems. Further, acquisitions
involve a number of special risks, including possible adverse effects on the
Company's operating results, diversion of management's attention, failure to
retain key acquired personnel, amortization of acquired intangible assets and
risks associated with unanticipated events or liabilities, some or all of which
could have a material adverse effect on the Company's results of operations,
financial condition or business. Customer dissatisfaction or performance
problems at a single acquired company could have an adverse effect on the
reputation of the Company and render ineffective the Company's national sales
and marketing initiative. In addition, there can be no assurance that the
Founding Companies or other dealers or complementary technologies acquired in
the future will achieve anticipated revenue and earnings. There also can be no
assurance that the existing dealer network will be receptive to the Company's
acquisition program or that dealers who are not acquired by the Company will
adhere to the Company's marketing, training, support and pricing directives,
thereby impairing the Company's plans to rationalize its distribution network.
POSSIBLE NEED FOR ACQUISITION FINANCING
The Company currently intends to finance future acquisitions by using
shares of its Common Stock for all or a substantial portion of the consideration
to be paid. In the event that the Common Stock does not maintain a sufficient
market value, or potential acquisition candidates are otherwise unwilling to
accept the Common Stock as part of the consideration for the sale of their
businesses, the Company may be required to utilize more of its cash resources,
if available, in order to initiate and maintain its acquisition program. If the
Company does not have sufficient cash resources, its growth could be limited
unless it is able to obtain additional capital through debt or equity
financings. On January 14, 1998, the Company entered into a $10.0 million line
of credit agreement with Barnett Bank of Tampa. The line of credit matures on
January 14, 1999. There can be no assurance that the Company will be able to
obtain financing beyond the maturity date of this line of credit.
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DEPENDENCE ON PRINCIPAL PRODUCTS
The Company currently derives a significant percentage of its revenue
from sales of The Medical Manager core system. As a result, any event adversely
affecting sales of its core product could have a material adverse effect on the
Company's results of operations, financial condition or business. Revenue
associated with existing products could decline as a result of several factors,
including price competition and sales practices. There can be no assurance that
the Company will continue to be successful in marketing its current products or
any new or enhanced products.
DEPENDENCE ON PROPRIETARY SOFTWARE
The Company's success is dependent to a significant extent on its
ability to protect the proprietary and confidential aspects of its software
technology. The Company's software technology is not patented and existing
copyright laws offer only limited practical protection. The Company relies on a
combination of trade secret, copyright and trademark laws, license agreements,
nondisclosure and other contractual provisions and technical measures to
establish and protect its proprietary rights in its products. There can be no
assurance that the legal protections afforded to the Company or the steps taken
by the Company will be adequate to prevent misappropriation of the Company's
technology. In addition, these protections do not prevent independent
third-party development of competitive products or services. The Company
believes that its products, trademarks and other proprietary rights do not
infringe upon the proprietary rights of third parties. There can be no
assurance, however, that third parties will not assert infringement claims
against the Company in the future or that any such assertion will not require
the Company to enter into a license agreement or royalty arrangement with the
party asserting the claim. As competing health care information systems increase
in complexity and overall capabilities and the functionality of these systems
further overlap, providers of such systems may become increasingly subject to
infringement claims. Responding to and defending any such claims may distract
the attention of the Company's management and otherwise have a material adverse
effect on the Company's results of operations, financial condition or business.
PROPRIETARY RIGHTS AND LICENSES
The Company relies on a combination of trade secret, copyright and
trademark laws, license agreements, nondisclosure and other contractual
provisions and technical measures to establish and protect its proprietary
rights in its products. The Company distributes its products under software
license agreements that grant clients a nonexclusive, nontransferable license to
the Company's products and contain terms and conditions prohibiting the
unauthorized reproduction or transfer of the Company's products. In addition,
the Company attempts to protect its trade secrets and other proprietary
information through agreements with employees and consultants. Substantially all
current employees involved in product development have signed an assignment of
inventions agreement. There can be no assurance that the legal protections
afforded to the Company or the precautions taken by the Company will be adequate
to prevent misappropriation of the Company's technology. In addition, these
protections do not prevent independent third-party development of functionally
equivalent or superior technologies, products or services. Any infringement or
misappropriation of the Company's proprietary software could disadvantage the
Company in its efforts to attract and retain new clients in a highly competitive
market and could cause the Company to lose revenues or incur substantial
litigation expense. The Company believes that, due to the rapid pace of
innovation within the software industry, factors such as the technological and
creative skills of its personnel and ongoing reliable product maintenance and
support are more important in establishing and maintaining a leadership position
within the industry than are the various legal protections afforded to its
technology.
RISKS RELATED TO TECHNOLOGICAL CHANGE AND NEW PRODUCT DEVELOPMENT
The market for the Company's products is characterized by rapid change
and technological advances requiring ongoing expenditures for research and
development and the timely introduction of new products and enhancements of
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existing products. The Company's future success will depend, in part, upon its
ability to enhance its current products, to respond effectively to technological
changes, to sell additional products to its existing client base and to
introduce new products and technologies that address the increasingly
sophisticated needs of its clients. The Company will devote significant
resources to the development of enhancements to its existing products and the
migration of existing products to new software platforms. There can be no
assurance that the Company will successfully complete the development of new
products or the migration of products to new platforms or that the Company's
current or future products will satisfy the needs of the market for practice
management systems. Further, there can be no assurance that products or
technologies developed by others will not adversely affect the Company's
competitive position or render its products or technologies noncompetitive or
obsolete.
QUALITY ASSURANCE AND PRODUCT ACCEPTANCE CONCERNS
Health care providers demand the highest level of reliability and
quality from their information systems. Although the Company devotes substantial
resources to meeting these demands, its products may, from time to time, contain
errors. Such errors may result in loss of, or delay in, market acceptance of its
products. Delays or difficulties associated with new product introductions or
product enhancements could have a material adverse effect on the Company's
results of operations, financial condition or business.
COMPETITION
The market for practice management systems such as The Medical Manager
is highly competitive. The Company's competitors vary in size and in the scope
and breadth of the products and services that they offer. The Company competes
with different companies in each of its target markets. Many of the Company's
competitors have greater financial, development, technical, marketing and sales
resources than the Company. In addition, other entities not currently offering
products and services similar to those offered by the Company, including claims
processing organizations, hospitals, third-party administrators, insurers,
health care organizations and others, may enter certain markets in which the
Company competes. There can be no assurance that future competition will not
have a material adverse effect on the Company's results of operations, financial
condition or business.
RISK OF PRODUCT-RELATED CLAIMS
Certain of the Company's products provide applications that relate to
financial records, patient medical records and treatment plans. Any failure of
the Company's products to provide accurate, confidential and timely information
could result in product liability or breach of contract claims against the
Company by its clients, their patients or others. The Company's products manage
and report on financial data, and any errors in such financial data could result
in liability to the Company. In addition, because the Company's products
facilitate electronic claims submissions, any resulting loss of financial data
could result in liability to the Company. The Company maintains insurance to
protect against such claims, but there can be no assurance that such insurance
coverage will be available or, if available, will adequately cover any claim
asserted against the Company. A successful claim brought against the Company in
excess of its insurance coverage could have a material adverse effect on the
Company's results of operations, financial condition or business. Even
unsuccessful claims could result in the expenditure of funds in litigation, as
well as diversion of management time and resources. There can be no assurance
that the Company will not be subject to product liability or breach of contract
claims, that such claims will not result in liability in excess of its insurance
coverage, that the Company's insurance will cover such claims or that
appropriate insurance will continue to be available to the Company in the future
at commercially reasonable rates.
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YEAR 2000 COMPLIANCE
The Company is aware of the issues associated with the programming code
in existing computer systems as the millennium (Year 2000) approaches. The Year
2000 issue is whether the computer systems will properly recognize date
sensitive information when the year changes to 2000. This Year 2000 problem
creates risk for the Company from unforeseen problems in its own computer
systems and from third parties with whom the Company deals on financial
transactions nationwide.
The Company has begun to review software used internally by the Company
in all support systems to determine whether they are Year 2000 compliant. The
Company plans to have formal Year 2000 initiatives developed to address any
conversion update or upgrade necessary to become Year 2000 compliant on software
currently used by the Company. Any new software or support systems implemented
in the future will be Year 2000 compliant or will have updates or upgrades
available before the Year 2000 to enable the system to be Year 2000 compliant.
Management has not yet assessed the Year 2000 compliance expense and related
potential effect on the Company's results of operations, financial condition or
business.
DEPENDENCE ON KEY PERSONNEL
The Company's operations are dependent on the continued efforts of the
executive officers and the senior management of the Founding Companies.
Furthermore, the Company will likely be dependent on the senior management of
any businesses acquired in the future. If any of these persons becomes unable or
unwilling to continue in his or her role with the Company, or if the Company is
unable to attract and retain other qualified employees, the Company's business
or prospects could be adversely affected. Although the Company has entered into
an employment agreement, which includes confidentiality and non-compete
provisions, with each of the Company's executive officers, there can be no
assurance that any individual will continue in his present capacity with the
Company for any particular period of time. The success of the Company is also
dependent to a significant degree on its ability to attract, motivate and retain
highly skilled sales, marketing and technical personnel, including software
programmers and systems architects skilled in the computer language with which
the Company's products operate. Competition for such personnel in the software
and information services industries is intense. The loss of key personnel or the
inability to hire or retain qualified personnel could have a material adverse
effect on the Company's results of operations, financial condition or business.
Although the Company has been successful to date in attracting and retaining
skilled personnel, there can be no assurance that the Company will continue to
be successful in attracting and retaining the personnel it requires to
successfully develop new and enhanced products and to continue to grow and
operate profitably.
UNCERTAINTY IN HEALTH CARE INDUSTRY; GOVERNMENT HEALTH CARE REFORM PROPOSALS
The health care industry in the United States is subject to changing
political, economic and regulatory influences that may affect the procurement
practices and operations of health care organizations. The Company's products
are designed to function within the structure of the health care financing and
reimbursement system currently being used in the United States. During the past
several years, the health care industry has been subject to increasing levels of
government regulation of, among other things, reimbursement rates and certain
capital expenditures. From time to time, certain proposals to reform the health
care system have been considered by Congress. These proposals, if enacted, may
increase government involvement in health care, lower reimbursement rates and
otherwise change the operating environment for the Company's clients. Health
care organizations may react to these proposals and the uncertainty surrounding
such proposals by curtailing or deferring investments, including those for the
Company's products and services. The Company cannot predict with any certainty
what impact, if any, such proposals or health care reforms might have on its
results of operations, financial condition or business.
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RISK ASSOCIATED WITH GOVERNMENT REGULATION
The United States Food and Drug Administration (the "FDA") has
jurisdiction under the 1976 Medical Device Amendments to the Federal Food, Drug,
and Cosmetic Act (the "FDA Act") to regulate computer products and software as
medical devices if they are intended for use in the diagnosis, cure, mitigation,
treatment or prevention of disease in humans. The FDA has issued a draft policy
statement under which manufacturers of medical image storage devices and related
software are required to submit to the FDA premarket notification applications
(each a "510(k) Application") and otherwise comply with the requirements of the
FDA Act applicable to medical devices.
The Company intends to distribute in the United States a medical image
management device (the "image module"), which was cleared by the FDA on April 4,
1997 and is manufactured by a third party in accordance with specifications set
forth in the cleared 510(k) Application. Prior to marketing the third party
image module, the Company will create an interface between The Medical Manager
practice management system and the image module. The Company believes that the
addition of its practice management system to the image module does not change
the image module's intended use or significantly change the safety or efficacy
of the product such that a new 510(k) Application is required.
The FDA is currently reviewing its policy for the regulation of
computer software and there is a risk that The Medical Manager software could in
the future become subject to some or all of the above requirements, which could
have a material adverse effect on the Company's results of operations, financial
condition or business.
CONTROL BY EXISTING MANAGEMENT AND STOCKHOLDERS
The Company's directors, executive officers and holders of more than 5%
of the Common Stock beneficially own approximately 47.09% of the outstanding
shares of Common Stock as of February 26, 1998. Although these persons do not
presently have any agreements or understandings to act in concert, any such
agreement or understanding would allow them to continue to exercise control over
the Company's affairs, to elect the entire Board of Directors and to control the
disposition of any matter submitted to a vote of stockholders.
POTENTIAL ADVERSE MARKET IMPACT OF SHARES ELIGIBLE FOR FUTURE SALE
The market price of the Common Stock may be adversely affected by the
sale, or availability for sale, of substantial amounts of the Common Stock in
the public market. The 6,000,000 shares sold in the IPO are freely tradable
unless held by affiliates of the Company. Simultaneously with the closing of the
IPO, the stockholders of the Founding Companies received, in the aggregate
11,705,470 shares of Common Stock as a portion of the consideration for the sale
of their businesses to the Company. These shares have not been registered under
the Securities Act and, therefore, may not be sold unless registered under the
Securities Act or sold pursuant to an exemption from registration, such as the
exemption provided by Rule 144 under the Securities Act. All of the stockholders
who received these shares, other than Electronic Data Systems Corporation,
agreed with the Company not to sell, transfer or otherwise dispose of any of
these shares for one year following consummation of the IPO. However, the one
year lockup period has expired and the stockholders who received these shares
have certain demand and piggyback registration rights with respect to these
shares. The Company has also registered 5,000,000 shares of Common Stock which
may be used in connection with future acquisitions. Such shares shall, upon
issuance thereof, be freely tradeable, unless acquired in connection with an
acquisition by an affiliate of the Company or an affiliate of the company being
acquired, in which case they may be sold pursuant to Rule 145 under the
Securities Act. In addition, resale of these shares may be contractually
restricted.
POSSIBLE VOLATILITY OF STOCK PRICE
The market price of the Common Stock may be subject to significant
fluctuations in response to numerous factors, including variations in the annual
or quarterly financial results of the Company or its competitors, changes by
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<PAGE> 12
financial research analysts in their estimates of the earnings of the Company,
conditions in the economy in general or in the health care or technology sectors
in particular, announcements of technological innovations or new products or
services by the Company or its competitors, proprietary rights development,
unfavorable publicity or changes in applicable laws and regulations (or judicial
or administrative interpretations thereof) affecting the Company or the health
care or technology sectors. Moreover, from time to time, the stock market
experiences significant price and volume volatility that may affect the market
price of the Common Stock for reasons unrelated to the Company's performance.
ANTI-TAKEOVER EFFECT OF CERTAIN CHARTER AND BY-LAW PROVISIONS
The Board of Directors of the Company is empowered to issue preferred
stock in one or more series without stockholder action. The existence of this
"blank-check" preferred stock could render more difficult or discourage an
attempt to obtain control of the Company by means of a tender offer, merger,
proxy contest or otherwise. In addition, the Company's Certificate of
Incorporation (the "Certificate of Incorporation") provides for a classified
Board of Directors, which may also have the effect of inhibiting or delaying a
change in control of the Company. Certain provisions of the Delaware General
Corporation Law may also discourage takeover attempts that have not been
approved by the Board of Directors. The Company's Amended and Restated Bylaws
(the "Amended and Restated Bylaws") contain other provisions that may have an
anti-takeover effect.
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<PAGE> 13
USE OF PROCEEDS
This Prospectus relates to Shares being offered and sold for the
accounts of the Selling Stockholders. The Company will not receive any proceeds
from the sale of the Shares but will pay all expenses related to the
registration of the Shares. See "Plan of Distribution."
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<PAGE> 14
SELLING STOCKHOLDERS
The following table sets forth the number of shares of outstanding
Common Stock beneficially owned by the Selling Stockholders as of the date of
this Prospectus, the aggregate number of shares of Common Stock that each
Selling Stockholder may offer and sell pursuant to this Prospectus and the
aggregate number of shares of Common Stock to be beneficially owned by each
Selling Stockholder upon completion of the offering made hereby. Because the
Selling Stockholders may sell all or a portion of the Shares at any time and
from time to time after the date hereof, no estimate can be made of the number
of shares of Common Stock that each Selling Stockholder may retain upon
completion of the offering made hereby. To the knowledge of the Company, none of
the Selling Stockholders has had within the past three years any material
relationship with the Company or any of its predecessors or affiliates, except
as set forth in the footnotes to the following table.
<TABLE>
<CAPTION>
NUMBER OF SHARES
NUMBER OF BENEFICIALLY
NUMBER OF SHARES SHARES OFFERED OWNED AFTER SALE
SELLING STOCKHOLDER BENEFICIALLY OWNED (1) HEREBY (1)
- ------------------- ---------------------- -------------- -----------------
<S> <C> <C> <C>
Companion Technologies Corporation 14,044 14,044 0
John Zink(1) 8,382 8,382 0
Health Care Management Solutions, Inc. 56,321 56,321 0
Esther Lausen Lang 24,311 24,311 0
Evelyn J. Bennett(2) 15,774 15,774 0
Susan A. Mihalcin(2) 3,943 3,943 0
David Eggert(3) 7,540 7,540 0
Helena Ho Tseung(3) 7,540 7,540 0
Thomas Warley(3) 7,540 7,540 0
Paul Touris(3) 7,540 7,540 0
</TABLE>
- ----------------------
(1) Was a principal of Professional Management Systems, Inc., a former reseller
of the Medical Manager software, prior to the Company's acquisition of
substantially all of the assets thereof.
(2) Was a principal in Medical Practice Support Services, Inc., a former
reseller of the Medical Manager software, prior to the Company's
acquisition of substantially all of the assets thereof.
(3) Was a principal in Strategic Systems, Inc., a former reseller of the
Medical Manager software, prior to the Company's acquisition of
substantially all of the assets thereof.
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<PAGE> 15
DESCRIPTION OF CAPITAL STOCK
GENERAL
The Company's authorized capital stock consists of 50,000,000 shares of
Common Stock, par value $0.01 per share, and 500,000 shares of undesignated
preferred stock, par value $0.01 per share (the "Preferred Stock").
The following statements are brief summaries of certain provisions with
respect to the Company's capital stock contained in the Certificate of
Incorporation and the Amended and Restated Bylaws and are qualified in their
entirety by reference thereto.
COMMON STOCK
The holders of shares of Common Stock are entitled to one vote for each
share held of record on all matters voted upon by stockholders, including the
election of directors. The Certificate of Incorporation does not provide for
cumulative voting, and, accordingly, the holders of a majority of the shares of
Common Stock entitled to vote in any election of directors may elect all of the
directors standing for election. Subject to the rights of any then outstanding
shares of Preferred Stock, the holders of the Common Stock are entitled to such
dividends as may be declared in the discretion of the Board of Directors out of
funds legally available therefor. Holders of Common Stock are entitled to share
ratably in the net assets of the Company upon liquidation after payment or
provision for all liabilities and any preferential liquidation rights of any
Preferred Stock then outstanding. The holders of shares of Common Stock have no
preemptive rights to purchase shares of stock of the Company. Shares of Common
Stock are not subject to any redemption provisions and are not convertible into
any other securities of the Company. All outstanding shares of Common Stock are
fully paid and nonassessable.
The Common Stock trades on Nasdaq under the symbol "MMGR."
PREFERRED STOCK
The Preferred Stock may be issued from time to time by the Board of
Directors in one or more series. Subject to the provisions of the Company's
Certificate of Incorporation and limitations prescribed by law, the Board of
Directors is expressly authorized to adopt resolutions to issue the shares, to
fix the number of shares and to change the number of shares constituting any
series and to provide for or change the voting powers, designations, preferences
and relative, participating, optional or other special rights, qualifications,
limitations or restrictions thereof, including dividend rights (including
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 series of the Preferred
Stock, in each case without any further action or vote by the stockholders. The
Company has no current plans to issue any shares of Preferred Stock.
One of the effects of undesignated Preferred Stock may be to enable the
Board of Directors to render more difficult or to discourage an attempt to
obtain control of the Company by means of a tender offer, proxy contest, merger
or otherwise, and thereby to protect the continuity of the Company's management.
The issuance of shares of the Preferred Stock pursuant to the Board of
Directors' authority described above may adversely affect the rights of the
holders of Common Stock. For example, Preferred Stock issued by the Company may
rank prior to the Common Stock as to dividend rights, liquidation preference or
both, may have full or limited voting rights and may be convertible into shares
of Common Stock. Accordingly, the issuance of shares of Preferred Stock may
discourage bids for the Common Stock or may otherwise adversely affect the
market price of the Common Stock.
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<PAGE> 16
STATUTORY BUSINESS COMBINATION PROVISION
The Company is subject to the provisions of Section 203 ("Section 203")
of the Delaware General Corporation Law ("DGCL"). Section 203 provides, with
certain exceptions, that a Delaware corporation may not engage in any of a broad
range of business combinations with a person or an affiliate or associate of
such person who is an "interested stockholder" for a period of three years from
the date that such person became an interested stockholder unless: (i) the
transaction resulting in a person becoming an interested stockholder, or the
business combination, is approved by the Board of Directors of the corporation
before the person becomes an interested stockholder; (ii) the interested
stockholder acquired 85% or more of the outstanding voting stock of the
corporation in the same transaction that makes such person an interested
stockholder (excluding shares owned by persons who are both officers and
directors of the corporation, and shares held by certain employee stock
ownership plans); or (iii) on or after the date the person becomes an interested
stockholder, the business combination is approved by the corporation's board of
directors and by the holders of at least 66% of the corporation's outstanding
voting stock at an annual or special meeting, excluding shares owned by the
interested stockholder. Under Section 203, an "interested stockholder" is
defined as any person who is (i) the owner of 15% or more of the outstanding
voting stock of the corporation or (ii) an affiliate or associate of the
corporation and who was the owner of 15% or more of the outstanding voting stock
of the corporation at any time within the three-year period immediately prior to
the date on which it is sought to be determined whether such person is an
interested stockholder.
The Company's stockholders, by adopting an amendment to the Certificate
of Incorporation, may elect not to be governed by Section 203, which election
would be effective 12 months after such adoption. The provisions of Section 203
could delay or frustrate a change in control of the Company, deny stockholders
the receipt of a premium on their Common Stock and have an adverse effect on the
Common Stock. The provisions also could discourage, impede or prevent a merger
or tender offer, even if such event would be favorable to the interests of
stockholders.
LIMITATIONS ON DIRECTORS' LIABILITIES AND INDEMNIFICATION
LIMITATION ON LIABILITY. Pursuant to the Certificate of Incorporation
and as permitted by Section 102(b)(7) of the DGCL, directors of the Company are
not liable to the Company or its stockholders for monetary damages for breach of
fiduciary duty, except for liability in connection with a breach of duty of
loyalty, for acts or omissions not in good faith or that involve intentional
misconduct or a knowing violation of law, for dividend payments or stock
repurchases that are illegal under Delaware law or for any transaction in which
a director has derived an improper personal benefit.
INDEMNIFICATION. To the maximum extent permitted by law, the
Certificate of Incorporation provides for mandatory indemnification of directors
and officers of the Company against any expense, liability and loss to which
they become subject, or which they may incur as a result of having been a
director of officer of the Company. In addition, the Company must advance or
reimburse directors and officers for expenses incurred by them in connection
with certain claims.
POTENTIAL ANTI-TAKEOVER EFFECT OF CERTAIN PROVISIONS OF THE CERTIFICATE OF
INCORPORATION AND BY-LAWS
The Certificate of Incorporation and the Amended and Restated Bylaws
contain provisions that could have an antitakeover effect. The provisions are
intended to enhance the likelihood of continuity and stability in the
composition of the Board of Directors and in the policies formulated by the
Board of Directors. These provisions also are intended to help ensure that the
Board of Directors, if confronted by an unsolicited proposal from a third party
which has acquired a block of stock of the Company, will have sufficient time to
review the proposal and appropriate alternatives to the proposal and to act in
which it believes to be the best interest of the stockholders.
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<PAGE> 17
The following is a summary of such provisions in the Certificate of
Incorporation and the Amended and Restated Bylaws. The Board of Directors has no
current plans to formulate or effect additional measures that could have an
antitakeover effect.
CLASSIFIED BOARD OF DIRECTORS. The Certificate of Incorporation
provides for a Board of Directors divided into three classes of directors
serving staggered three-year terms. The classification of directors has the
effect of making it more difficult for stockholders to change the composition of
the Board of Directors in a relatively short period of time. At least two annual
meetings of stockholders, instead of one, generally will be required to effect a
change in a majority of the Board of Directors. Such a delay may help ensure
that the Board of Directors and the stockholders, if confronted with an
unsolicited proposal by a stockholder attempting to force a stock repurchase at
a premium above market, a proxy contest or an extraordinary corporate
transaction, will have sufficient time to review the proposal and appropriate
alternatives to the proposal and to act in what it believes to be the best
interest of the stockholders. Directors, if any, elected by holders of the
Preferred Stock voting as a class, will not be classified as aforesaid.
Moreover, under Delaware law, in the case of a corporation having a classified
board, stockholders may remove a director only for cause. This provision will
preclude the stockholder, from removing incumbent directors without cause.
ADVANCE NOTICE REQUIREMENTS FOR DIRECTOR NOMINEES. The Amended and
Restated Bylaws establish an advance notice procedure with regard to the
nomination of candidates for election as directors at any meeting of
stockholders called for the election of directors. The procedure provides that a
notice relating to the nomination of directors must be timely given in writing
to the Secretary of the Company prior to the meeting. To be timely, notice
relating to the nomination of directors must be delivered not less than 90 days
prior to any annual meeting or 10 days following notice to the stockholder of
any special meeting called for the election of directors.
Notice to the Company from a stockholder who proposes to nominate a
person at a meeting for election as a director must be accompanied by each
proposed nominee's written consent and contain the name, address and principal
occupation of each proposed nominee and other information that may be required
under the proxy rules of the Commission. Such notice must also contain the total
number of shares of capital stock of the Company that will be voted for each of
the proposed nominees, the name and address of the notifying stockholder and the
number of shares of capital stock of the Company owned by the notifying
stockholder.
The presiding officer of a meeting of stockholders may determine that a
person is not nominated in accordance with the nomination procedure, in which
case such person's nomination will be disregarded. Nothing in the nomination
procedure will preclude discussion by any stockholder of any nomination properly
made or brought before any meeting called for the election of directors in
accordance with the above-mentioned procedures.
TRANSFER AGENT AND REGISTRAR
The Transfer Agent and Registrar for the Common Stock is American Stock
Transfer and Trust Company.
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<PAGE> 18
PLAN OF DISTRIBUTION
The Selling Stockholders or pledgees may sell or distribute some or all
of the Shares from time to time through underwriters or dealers or brokers or
other agents or directly to one or more purchasers including pledgees, in
transactions (which may involve crosses and block transactions) on Nasdaq,
privately negotiated transactions (including sales pursuant to pledges) or in
the over-the-counter market, or in a combination of such transactions or by any
other legally available means. Such transactions may be effected by the Selling
Stockholders at market prices prevailing at the time of sale, at prices related
to such prevailing market prices, at negotiated prices, or at fixed prices,
which prices may be changed from time to time. Brokers, dealers, agents or
underwriters participating in such transactions as agent may receive
compensation in the form of discounts, concessions or commissions from the
Selling Stockholders (and, if they act as agent for the purchaser of such
shares, from such purchaser). Such discounts, concessions or commissions as to a
particular broker, dealer, agent or underwriter might be in excess of those
customary in the type of transaction involved. This Prospectus also may be used,
with the Company's consent, by donees of the Selling Stockholders, or by other
persons acquiring Shares and who wish to offer and sell such Shares under
circumstances requiring or making desirable its use. To the extent required, the
Company will file, during any period in which offers or sales are being made,
one or more supplements to this Prospectus to set forth the names of donees of
Selling Stockholders and any other material information with respect to the plan
of distribution not previously disclosed.
The Selling Stockholders and any such underwriters, brokers, dealers or
agents that participate in such distribution may be deemed to be "underwriters"
within the meaning of the Securities Act, and any discounts, commissions or
concessions received by any such underwriters, brokers, dealers or agents might
be deemed to be underwriting discounts and commissions under the Securities Act.
Neither the Company nor the Selling Stockholders can presently estimate the
amount of such compensation. The Company knows of no existing arrangements
between the Selling Stockholders and any underwriter, broker, dealer or other
agent relating to the sale or distribution of the Shares.
Under applicable rules and regulations under the Exchange Act, any
person engaged in a distribution of any of the Shares may not simultaneously
engage in market activities with respect to the Common Stock for a period of up
to five business days prior to the commencement of such distribution. In
addition and without limiting the foregoing, the Selling Stockholders will be
subject to applicable provisions of the Exchange Act and the rules and
regulations thereunder, including without limitation Rule 10b-5 and Regulation
M, which provisions may limit the timing of purchases and sales of any of the
Shares by the Selling Stockholders. All of the foregoing may affect the
marketability of the Common Stock.
The Company will pay substantially all of the expenses incident to the
offering of the Shares by the Selling Stockholders to the public other than
commissions and discounts of underwriters, brokers, dealers or agents. The
Selling Stockholders may indemnify any broker, dealer, agent or underwriter that
participates in transactions involving sales of the Shares against certain
liabilities, including liabilities arising under the Securities Act. [The
Company has agreed to indemnify the Selling Stockholders and any such
underwriters and controlling persons of such underwriters against certain
liabilities, including certain labilities under the Securities Act.]
If Shares are sold in an underwritten offering, the Shares may be
acquired by the underwriters for their own account and may be further resold
from time to time in one or more transactions, including negotiated
transactions, at market prices prevailing at the time of sale, at prices related
to such prevailing market prices, at negotiated prices, or at fixed prices. The
names of the underwriters with respect to any such offering and the terms of the
transactions, including any underwriting discounts, concessions or commissions
and other items constituting compensation of the underwriters and
broker-dealers, if any, will be set forth in a supplement to this Prospectus
relating to such offering. Any public offering price and any discounts,
concessions or commissions allowed or reallowed or paid to broker-dealers may be
changed from time to time. Unless otherwise set forth in a supplement to this
Prospectus, the obligations of the
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<PAGE> 19
underwriters to purchase the Shares will be subject to certain conditions
precedent and the underwriters will be obligated to purchase all of the shares
specified in such supplement if any such Shares are purchased.
In order to comply with certain states' securities laws, if applicable,
the Shares will be sold in such jurisdictions only through registered or
licensed brokers or dealers. In addition, in certain states the Common Stock may
not be sold unless the Common Stock has been registered or qualified for sale in
such state or an exemption from registration or qualification is available and
is complied with.
LEGAL MATTERS
The validity of shares of the Common Stock offered hereby will be
passed upon for the Company by Akerman, Senterfitt & Eidson, P.A., Miami,
Florida. Certain attorneys at Akerman, Senterfitt & Eidson, P.A. own shares of
the Common Stock.
EXPERTS
The consolidated balance sheets as of December 31, 1997 and 1996 and
the consolidated statements of operations, stockholders' equity, and cash flows
for each of the three years in the period ended December 31, 1997, incorporated
by reference in this prospectus, have been incorporated herein in reliance on
the report of Coopers & Lybrand L.L.P., independent accountants, given on the
authority of that firm as experts in accounting and auditing.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents, which have been filed by the Company with the
Commission are incorporated by reference and made a part of this Prospectus: (i)
the Company's Annual Report on Form 10-K for the fiscal year ended December 31,
1997, which was filed with the Commission on March 12, 1998; (ii) all other
reports filed by the Company pursuant to Section 13 (a) or 15(d) of the Exchange
Act since December 31, 1997, specifically including the Company's Amended
Current Report on Form 8-K/A, which was filed with the Commission on March 16,
1998, and the Company's Amended Current Report on Form 8-K/A, which was filed
with the Commission on March 17, 1998; and (iii) the description of the Common
Stock contained in the Company's Registration Statement on Form 8-A, dated and
filed with the Commission on January 7, 1997.
All documents filed by the Company pursuant to Sections 13(a), 13(c),
14 or 15(d) of the Exchange Act subsequent to the date of this Prospectus and
prior to the termination of the offering made hereby shall be deemed to be
incorporated by reference in this Prospectus and to be a part hereof from the
date of filing of such documents. Any statement contained in a document or
information incorporated or deemed to be incorporated herein by reference shall
be deemed to be modified or superseded for purposes of this Prospectus to the
extent that a statement contained herein or in any subsequently filed document
that also is, or is deemed to be, incorporated herein by reference, modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Prospectus.
The making of a modifying or superseding statement shall not be deemed
an admission that the modified or superseded statement, when made, constituted a
misrepresentation, an untrue statement of a material fact or an omission to
state a material fact that is required to be stated or that is necessary to make
a statement not misleading in light of the circumstances in which it was made.
THE COMPANY UNDERTAKES TO PROVIDE, WITHOUT CHARGE, TO EACH PERSON,
INCLUDING ANY BENEFICIAL OWNER, TO WHOM A COPY OF THIS PROSPECTUS IS DELIVERED,
UPON THE WRITTEN OR ORAL REQUEST OF SUCH PERSON, A COPY OF ANY AND ALL OF THE
17
<PAGE> 20
DOCUMENTS OR INFORMATION REFERRED TO ABOVE THAT HAS BEEN OR MAY BE INCORPORATED
BY REFERENCE IN THIS PROSPECTUS (EXCLUDING EXHIBITS TO SUCH DOCUMENTS UNLESS
SUCH EXHIBITS ARE SPECIFICALLY INCORPORATED BY REFERENCE). REQUESTS SHOULD BE
DIRECTED TO FRANKLYN M. KRIEGER, SECRETARY, MEDICAL MANAGER CORPORATION, 3001
NORTH ROCKY POINT DRIVE EAST, SUITE 100, TAMPA, FLORIDA 33607, TELEPHONE (813)
287-2990.
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<PAGE> 21
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following table sets forth the expenses (other than underwriting
compensation expected to be incurred) in connection with the offering made
hereby. All of such amounts (except the SEC Registration Fee) are estimated.
SEC Registration Fee ................................... 1,127
Printing and Engraving Costs............................ 10,000
Legal Fees and Expenses................................. 5,000
Accounting Fees and Expenses............................ 5,000
Miscellaneous........................................... 3,873
Total.......................................... 25,000
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Company's Amended and Restated Bylaws provide that the Company
shall, to the fullest extent permitted by Section 145 of the General Corporation
Law of the State of Delaware (the "DGCL"), as amended from time to time,
indemnify all persons whom it may indemnify pursuant thereto.
Section 145 of the DGCL 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, suit 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 a derivative action, i.e., one
by or in the right of the corporation, indemnification may be made only for
expenses actually and reasonably 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 indemnity for such expenses despite
such adjudication of liability.
Article Seven of the Company's Certificate of Incorporation 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 DGCL, which makes directors liable for unlawful dividends or
unlawful stock repurchases or redemptions, or (d) for transactions from which
directors derive improper personal benefit.
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<PAGE> 22
ITEM 16. EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
- -------- -----------
2.1 Agreement and Plan of Reorganization, dated as of September 30, 1996,
by and among the Company, Personalized Programming, Inc., PPI
Acquisition I Corp. and the Stockholder named therein (Incorporated by
reference to Exhibit 2.1 to the Registrant's Registration Statement on
Form S-1 (Registration No. 333-13101))
2.2 Agreement and Plan of Reorganization, dated as of September 30, 1996,
by and among the Company, Systems Plus, Inc., Systems Plus
Distribution, Inc., SPI Acquisition I Corp., SPDI Acquisition I Corp.
and the Stockholder named therein (Incorporated by reference to Exhibit
2.2 to the Registrant's Registration Statement on Form S-1
(Registration No. 333-13101))
2.3 Agreement and Plan of Reorganization, dated as of September 30, 1996,
by and among the Company, National Medical Systems, Inc., NMS
Acquisition I Corp. and the Stockholders named therein (Incorporated by
reference to Exhibit 2.3 to the Registration Statement on Form S-1
(File No. 333-13101))
2.4 Agreement and Plan of Reorganization, dated as of September 30, 1996,
by and among the Company, RTI Business Systems, Inc., RTI Acquisition I
Corp. and the Stockholders named therein (Incorporated by reference to
Exhibit 2.4 to the Registration Statement on Form S-1 (File No.
333-13101))
2.5 Agreement and Plan of Reorganization, dated as of September 30, 1996,
by and among the Company, Systems Management, Inc., SMI Acquisition I
Corp. and the Stockholders named therein (Incorporated by reference to
Exhibit 2.5 to the Registration Statement on Form S-1 (File No.
333-13101))
2.6 Stock for Asset Purchase Agreement dated July 17, 1997, by and among
Medical Manager Northeast, Inc., a New York corporation; The Computer
Clinic, Inc., a New York corporation; MedPlus of New York, Inc., a New
York corporation; Command Solutions, Inc. d/b/a Great Lakes Medical
Systems, an Ohio corporation; and Michael G. Sherman, a resident of the
state of New York (Incorporated by reference to Exhibit 2.1 to the
Company's Current Report on Form 8-K dated August 7, 1997)
2.7 Asset Purchase Agreement dated as of September 10, 1997, by and among
Medical Manager Midwest, Inc., Professional Management Systems, Inc.
and the Stockholders named herein (Incorporated by reference to Exhibit
2.1 to the Company's Current Report on Form 8-K dated September 25,
1997)
2.8 Purchase Agreement dated as of September 11, 1997, by and among Medical
Manager Southeast, Inc., National Data Corporation, CIS Technologies,
Inc., AMSC, Inc. and AMSC Midwest, Inc. (Incorporated by reference to
Exhibit 2.2 to the Company's Current Report on Form 8-K dated September
25, 1997)
2.9 Asset Purchase Agreement dated as of December 31, 1997, by and among
Medical Manager Corporation, Blue Cross And Blue Shield of South
Carolina, Companion Technologies Corporation, and Companion
Technologies of Florida, Inc. (Incorporated by reference to Exhibit 2.1
to the Company's Current Report on Form 8-K dated January 15, 1998)
2.10 Stock Purchase Agreement dated as of December 31, 1997 by and among
Medical Manager Corporation, Blue Cross And Blue Shield of South
Carolina, Companion Technologies Corporation, and Companion
Technologies Corporation of Texas. (Incorporated by reference to
Exhibit 2.2 to the Company's Current Report on Form 8-K dated January
15, 1998)
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<PAGE> 23
3.1 Certificate of Incorporation of the Company (Incorporated by reference
to Exhibit 3.1 to the Registration Statement on Form S-1 (File No.
333-13101))
3.2 Amended and Restated Bylaws of the Company (incorporated by reference
to Exhibit 3.2 to the Company's Annual Report on Form 10-K filed March
12, 1998)
4.1 Form of Certificate evidencing ownership of Common Stock of the Company
(Incorporated by reference to Exhibit 4.1 to Amendment No. 2 to the
Registration Statement on Form S-1 (File No. 333-13101))
4.2 Credit Agreement, dated as of January 14, 1998 by and-between Medical
Corporation, a Delaware corporation as Borrower, and Barnett Bank,
N.A.,a national banking association, and its successors and assigns as
Lender
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 to Amendment No. 3 to the Registration Statement on
Form S-1 (File No. 333-13101))
10.2 Amended and Restated 1996 Non-Employee Directors' Stock Plan of the
Company (incorporated by reference to Exhibit 10.2 to the Company's
Annual Report on Form 10-K filed March 12, 1998)
10.3 Employment Agreement between the Company and Michael A. Singer
(Incorporated by reference to Exhibit 10.3 to the Company's Annual
Report on Form 10-K filed April 10, 1997)
10.4 Employment Agreement between the Company and Richard W. Mehrlich
(Incorporated by reference to Exhibit 10.4 to the Company's Annual
Report on Form 10-K filed April 10, 1997)
10.5 Employment Agreement between the Company and John H. Kang (Incorporated
by reference to Exhibit 10.5 to the Company's Annual Report on Form
10-K filed April 10, 1997)
10.6 Employment Agreement between the Company and Frederick B. Karl, Jr.
(Incorporated by reference to Exhibit 10.6 to the Company's Annual
Report on Form 10-K filed April 10, 1997.)
10.7 Employment Agreement, dated as of November 25, 1996, between the
Company and Lee A. Robbins (Incorporated by reference to Exhibit 10.7
to Amendment No. 2 to the Registration Statement on Form S-1 (File No.
333-13101))
10.8 Employment Agreement between the Company and Henry W. Holbrook
(Incorporated by reference to Exhibit 10.8 to the Company's Annual
Report on Form 10-K filed April 10, 1997)
10.9 Employment Agreement between the Company and Thomas P. Liddell
(Incorporated by reference to Exhibit 10.9 to the Company's Annual
Report on Form 10-K filed April 10, 1997)
10.10 Lease between PPI Holding Company, Inc. and Personalized Programming,
Inc., dated March 12, 1996, as amended, (Incorporated by reference to
Exhibit 10.10 to the Registration Statement on Form S-1 (File No.
333-13101))
10.11 Lease between Liddell, L.L.C. and Systems Management, Inc.
(Incorporated by reference to Exhibit 10.11 to the Company's Annual
Report on Form 10-K filed April 10, 1997)
21
<PAGE> 24
10.12 Master License Agreement between Personalized Programming, Inc. and
Systems Plus, Inc. dated November 15, 1982, together with eight addenda
thereto (Incorporated by reference to Exhibit 10.12 to the Registration
Statement on Form S-1 (File No. 333-13101))
10.13 Management Services Agreement and Option Agreement, dated as of
September 1, 1996, between Medix, Inc. and National Medical Systems,
Inc. (Incorporated by reference to Exhibit 10.13 to Amendment No. 1 to
the Registration Statement on Form S-1 (File No. 333-13101))
10.14 Stock Purchase Agreement, dated as of December 26, 1996, by and among
the Company, National Medical Systems, Inc. and Electronic Data Systems
Corporation (Incorporated by reference to Exhibit 10.14 to Amendment
No. 2 to the Registration Statement on Form S-1 (File No. 333-13101))
21 List of subsidiaries of the Company (incorporated by reference to
Exhibit 21 to the Company's Annual Report on Form 10-K filed March 12,
1998)
23.1 Consent of Coopers & Lybrand L.L.P.
23.2 Consent of Coopers & Lybrand L.L.P.
23.3 Consent of Akerman, Senterfitt & Eidson, P.A. (included in its opinion
filed as Exhibit 5.1)
ITEM 17. UNDERTAKINGS
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 or
paid 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 whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
The undersigned registrant hereby undertakes:
(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 of 1933;
(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.
Notwithstanding the foregoing, any increase or decrease in volume of securities
offered (if the total dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20 percent change in the
maximum aggregate offering price set forth in the "Calculation of Registration
Fee" table in the effective registration statement.
(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;
22
<PAGE> 25
PROVIDED, HOWEVER, that paragraphs (a) (1)(i) and (a)(1)(ii) do not
apply if the registration statement is on Form S-3, Form S-8 or Form F-3, and
the information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the registrant pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in the registration
statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment 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.
(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.
23
<PAGE> 26
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-3
and has duly caused this Amendment to Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Tampa,
State of Florida, on the 17th day of March, 1998.
MEDICAL MANAGER CORPORATION
By: /s/ Frederick B. Karl, Jr.
------------------------------
FREDERICK B. KARL, JR.
Vice President and
General Counsel
Pursuant to the requirements of the Securities Act of 1933, this
Amendment to Registration Statement has been signed below by the following
persons in their capacities on March 17, 1998.
<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<S> <C>
*
- ------------------------------------------ Chairman of the Board and Chief Executive
MICHAEL A. SINGER Officer (Principal Executive Officer)
*
- ------------------------------------------ Vice President and Chief Financial Officer
LEE A. ROBBINS (Principal Financial and Accounting Officer)
*
- ------------------------------------------ President and Director
JOHN H. KANG
</TABLE>
24
<PAGE> 27
<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<S> <C>
/s/ Frederick B. Karl, Jr.
- ------------------------------------------ Vice President, General Counsel and Director
FREDERICK B. KARL, JR.
* Director
- ------------------------------------------
COURTNEY F. JONES
* Director
- ------------------------------------------
RAYMOND KURZWEIL
* Director
- ------------------------------------------
RICHARD W. MEHRLICH
* Director
- ------------------------------------------
CHRIS A. PEIFER
*By Frederick B. Karl, Jr. as attorney-in-fact.
</TABLE>
25
<PAGE> 28
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
- ------ -----------
2.1* Agreement and Plan of Reorganization, dated as of September 30, 1996,
by and among the Company, Personalized Programming, Inc., PPI
Acquisition I Corp. and the Stockholder named therein (Incorporated by
reference to Exhibit 2.1 to the Registrant's Registration Statement on
Form S-1 (Registration No. 333-13101))
2.2* Agreement and Plan of Reorganization, dated as of September 30, 1996,
by and among the Company, Systems Plus, Inc., Systems Plus
Distribution, Inc., SPI Acquisition I Corp., SPDI Acquisition I Corp.
and the Stockholder named therein (Incorporated by reference to Exhibit
2.2 to the Registrant's Registration Statement on Form S-1
(Registration No. 333-13101))
2.3* Agreement and Plan of Reorganization, dated as of September 30, 1996,
by and among the Company, National Medical Systems, Inc., NMS
Acquisition I Corp. and the Stockholders named therein (Incorporated by
reference to Exhibit 2.3 to the Registration Statement on Form S-1
(File No. 333- 13101))
2.4* Agreement and Plan of Reorganization, dated as of September 30, 1996,
by and among the Company, RTI Business Systems, Inc., RTI Acquisition I
Corp. and the Stockholders named therein (Incorporated by reference to
Exhibit 2.4 to the Registration Statement on Form S-1 (File No.
333-13101))
2.5* Agreement and Plan of Reorganization, dated as of September 30, 1996,
by and among the Company, Systems Management, Inc., SMI Acquisition I
Corp. and the Stockholders named therein (Incorporated by reference to
Exhibit 2.5 to the Registration Statement on Form S-1 (File No.
333-13101))
2.6* Stock for Asset Purchase Agreement dated July 17, 1997, by and among
Medical Manager Northeast, Inc., a New York corporation; The Computer
Clinic, Inc., a New York corporation; MedPlus of New York, Inc., a New
York corporation; Command Solutions, Inc. d/b/a Great Lakes Medical
Systems, an Ohio corporation; and Michael G. Sherman, a resident of the
state of New York (Incorporated by reference to Exhibit 2.1 to the
Company's Current Report on Form 8-K dated August 7, 1997)
2.7* Asset Purchase Agreement dated as of September 10, 1997, by and among
Medical Manager Midwest, Inc., Professional Management Systems, Inc.
and the Stockholders named herein (Incorporated by reference to Exhibit
2.1 to the Company's Current Report on Form 8-K dated September 25,
1997)
2.8* Purchase Agreement dated as of September 11, 1997, by and among Medical
Manager Southeast, Inc., National Data Corporation, CIS Technologies,
Inc., AMSC, Inc. and AMSC Midwest, Inc. (Incorporated by reference to
Exhibit 2.2 to the Company's Current Report on Form 8-K dated September
25, 1997)
2.9* Asset Purchase Agreement dated as of December 31, 1997, by and among
Medical Manager Corporation, Blue Cross And Blue Shield of South
Carolina, Companion Technologies Corporation, and Companion
Technologies of Florida, Inc. (Incorporated by reference to Exhibit 2.1
to the Company's Current Report on Form 8-K dated January 15, 1998)
2.10* Stock Purchase Agreement dated as of December 31, 1997 by and among
Medical Manager Corporation, Blue Cross And Blue Shield of South
Carolina, Companion Technologies Corporation, and Companion
Technologies Corporation of Texas. (Incorporated by reference to
Exhibit 2.2 to the Company's Current Report on Form 8-K dated January
15, 1998)
26
<PAGE> 29
3.1* Certificate of Incorporation of the Company (Incorporated by reference
to Exhibit 3.1 to the Registration Statement on Form S-1 (File No.
333-13101))
3.2* Amended and Restated Bylaws of the Company (incorporated by reference
to Exhibit 3.2 to the Company's Annual Report on Form 10-K filed March
12, 1998)
4.1* Form of Certificate evidencing ownership of Common Stock of the Company
(Incorporated by reference to Exhibit 4.1 to Amendment No. 2 to the
Registration Statement on Form S-1 (File No. 333-13101))
4.2* Credit Agreement, dated as of January 14, 1998 by and-between Medical
Corporation, a Delaware corporation as Borrower, and Barnett Bank,
N.A.,a national banking association, and its successors and assigns as
Lender
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 to Amendment No. 3 to the Registration Statement on
Form S-1 (File No. 333-13101))
10.2* Amended and Restated 1996 Non-Employee Directors' Stock Plan of the
Company (incorporated by reference to Exhibit 10.2 to the Company's
Annual Report on Form 10-K filed March 12, 1998)
10.3* Employment Agreement between the Company and Michael A. Singer
(Incorporated by reference to Exhibit 10.3 to the Company's Annual
Report on Form 10-K filed April 10, 1997)
10.4* Employment Agreement between the Company and Richard W. Mehrlich
(Incorporated by reference to Exhibit 10.4 to the Company's Annual
Report on Form 10-K filed April 10, 1997)
10.5* Employment Agreement between the Company and John H. Kang (Incorporated
by reference to Exhibit 10.5 to the Company's Annual Report on Form
10-K filed April 10, 1997)
10.6* Employment Agreement between the Company and Frederick B. Karl, Jr.
(Incorporated by reference to Exhibit 10.6 to the Company's Annual
Report on Form 10-K filed April 10, 1997.)
10.7* Employment Agreement, dated as of November 25, 1996, between the
Company and Lee A. Robbins (Incorporated by reference to Exhibit 10.7
to Amendment No. 2 to the Registration Statement on Form S-1 (File No.
333-13101))
10.8* Employment Agreement between the Company and Henry W. Holbrook
(Incorporated by reference to Exhibit 10.8 to the Company's Annual
Report on Form 10-K filed April 10, 1997)
10.9* Employment Agreement between the Company and Thomas P. Liddell
(Incorporated by reference to Exhibit 10.9 to the Company's Annual
Report on Form 10-K filed April 10, 1997)
10.10* Lease between PPI Holding Company, Inc. and Personalized Programming,
Inc., dated March 12, 1996, as amended, (Incorporated by reference to
Exhibit 10.10 to the Registration Statement on Form S-1 (File No.
333-13101))
10.11* Lease between Liddell, L.L.C. and Systems Management, Inc.
(Incorporated by reference to Exhibit 10.11 to the Company's Annual
Report on Form 10-K filed April 10, 1997)
27
<PAGE> 30
10.12* Master License Agreement between Personalized Programming, Inc. and
Systems Plus, Inc. dated November 15, 1982, together with eight addenda
thereto (Incorporated by reference to Exhibit 10.12 to the Registration
Statement on Form S-1 (File No. 333-13101))
10.13* Management Services Agreement and Option Agreement, dated as of
September 1, 1996, between Medix, Inc. and National Medical Systems,
Inc. (Incorporated by reference to Exhibit 10.13 to Amendment No. 1 to
the Registration Statement on Form S-1 (File No. 333-13101))
10.14* Stock Purchase Agreement, dated as of December 26, 1996, by and among
the Company, National Medical Systems, Inc. and Electronic Data Systems
Corporation (Incorporated by reference to Exhibit 10.14 to Amendment
No. 2 to the Registration Statement on Form S-1 (File No. 333-13101))
21* List of subsidiaries of the Company (incorporated by reference to
Exhibit 10.2 to the Company's Annual Report on Form 10-K filed March
12, 1998)
23.1* Consent of Coopers & Lybrand L.L.P.
23.2** Consent of Coopers & Lybrand L.L.P.
23.3* Consent of Akerman, Senterfitt & Eidson, P.A. (included in its opinion
filed as Exhibit 5.1)
- -----------------
* Previously filed.
** Filed herewith.
28
<PAGE> 1
EXHIBIT 23.2
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We consent to the incorporation by reference in the registration statement of
Medical Manager Corporation on Form S-3 of our report dated February 16, 1998,
on our audits of the financial statements of Companion Technologies of Texas as
of December 31, 1997 and 1996, and for the years ended December 31, 1997 and
1996, and of our report dated February 16, 1998, on our audits of the financial
statements of Companion Technologies of Florida, Inc. as of December 31, 1997
and 1996, and for the years ended December 31, 1997 and 1996, which reports are
included in Medical Manager Corporation's Current Report on Form 8-K/A.
COOPERS & LYBRAND, L.L.P.
Tampa, Florida
March 16, 1998
