<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)
Medical Manager Corporation
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, $.01 par value
- --------------------------------------------------------------------------------
(Title of Class of Securities)
58461C 10 3
-----------
(CUSIP Number)
Bradley D. Houser, Esq.
Akerman, Senterfitt & Eidson, P.A.
One Southeast Third Avenue
Miami, Florida 33131
Tel. No. (305) 374-5600
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
May 16, 1999
----------------------------------------------------------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G
to report the acquisition which is the subject of this Schedule 13D, and is
filing this statement because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box: [ ]
(Continued on following pages)
<PAGE> 2
SCHEDULE 13D
CUSIP NO. 58461C 10 3 PAGE 2 OF 27
- ---------------------------- ---------------------------
NAME OF REPORTING PERSONS
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
Michael A. Singer
- --------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)[X]
2
(b)[ ]
- --------------------------------------------------------------------------------
SEC USE ONLY
3
- --------------------------------------------------------------------------------
SOURCE OF FUNDS*
4
OO
- --------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
5 PURSUANT TO ITEMS 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
United States of America
- --------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF 5,895,000
SHARES --------------------------------------------
BENEFICIALLY SHARED VOTING POWER
OWNED BY 8
EACH 8,225,897(1)
REPORTING --------------------------------------------
PERSON SOLE DISPOSITIVE POWER
WITH 9
5,895,000
--------------------------------------------
SHARED DISPOSITIVE POWER
10
-0-
- --------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
5,895,000
- --------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
12 SHARES* [X]
- --------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
26.3%
- --------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
IN
- --------------------------------------------------------------------------------
(1) The Reporting Persons (as defined herein) may be deemed to
beneficially own 8,225,897 shares of common stock, par value $.01 per share (the
"Common Stock"), of Medical Manager Corporation (the "Company"), representing
approximately 36.7% of the outstanding shares of Common Stock (and shares of
Common Stock issuable upon the exercise of certain options held by certain of
the Reporting Persons) pursuant to a voting agreement as described in Items 3
and 4 of this Amendment (as defined herein). Each of the Reporting Persons
disclaims beneficial ownership of those shares of Common Stock attributed to it
pursuant to such voting agreement.
<PAGE> 3
SCHEDULE 13D
CUSIP NO. 58461C 10 3 PAGE 3 OF 27
- ---------------------------- ---------------------------
NAME OF REPORTING PERSONS
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
MAS 1997 Family Limited Partnership
- --------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)[X]
2
(b)[ ]
- --------------------------------------------------------------------------------
SEC USE ONLY
3
- --------------------------------------------------------------------------------
SOURCE OF FUNDS*
4
OO
- --------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
5 PURSUANT TO ITEMS 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
Texas
- --------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF 5,870,000
SHARES --------------------------------------------
BENEFICIALLY SHARED VOTING POWER
OWNED BY 8
EACH 8,225,897(1)
REPORTING --------------------------------------------
PERSON SOLE DISPOSITIVE POWER
WITH 9
5,870,000
--------------------------------------------
SHARED DISPOSITIVE POWER
10
-0-
- --------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
5,870,000
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [X]
- --------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
26.2%
- --------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
PN
- --------------------------------------------------------------------------------
(1) The Reporting Persons may be deemed to beneficially own 8,225,897
shares of Common Stock of the Company, representing approximately 36.7% of the
outstanding shares of Common Stock (and shares of Common Stock issuable upon the
exercise of certain options held by certain of the Reporting Persons) pursuant
to a voting agreement as described in Items 3 and 4 of this Amendment. Each of
the Reporting Persons disclaims beneficial ownership of those shares of Common
Stock attributed to it pursuant to such voting agreement.
<PAGE> 4
SCHEDULE 13D
CUSIP NO. 58461C 10 3 PAGE 4 OF 27
- ---------------------------- ---------------------------
NAME OF REPORTING PERSONS
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
MAS 1997 Manager, Inc.
- --------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)[X]
2
(b)[ ]
- --------------------------------------------------------------------------------
SEC USE ONLY
3
- --------------------------------------------------------------------------------
SOURCE OF FUNDS*
4
OO
- --------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
5 PURSUANT TO ITEMS 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
Texas
- --------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF 5,870,000
SHARES --------------------------------------------
BENEFICIALLY SHARED VOTING POWER
OWNED BY 8
EACH 8,225,897(1)
REPORTING --------------------------------------------
PERSON SOLE DISPOSITIVE POWER
WITH 9
5,870,000
--------------------------------------------
SHARED DISPOSITIVE POWER
10
-0-
- --------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
5,870,000
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [X]
- --------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
26.2%
- --------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
CO
- --------------------------------------------------------------------------------
(1) The Reporting Persons may be deemed to beneficially own 8,225,897
shares of Common Stock of the Company, representing approximately 36.7% of the
outstanding shares of Common Stock (and shares of Common Stock issuable upon the
exercise of certain options held by certain of the Reporting Persons) pursuant
to a voting agreement as described in Items 3 and 4 of this Amendment. Each of
the Reporting Persons disclaims beneficial ownership of those shares of Common
Stock attributed to it pursuant to such voting agreement.
<PAGE> 5
SCHEDULE 13D
CUSIP NO. 58461C 10 3 PAGE 5 OF 27
- ---------------------------- ---------------------------
NAME OF REPORTING PERSONS
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
Richard W. Mehrlich
- --------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)[X]
2
(b)[ ]
- --------------------------------------------------------------------------------
SEC USE ONLY
3
- --------------------------------------------------------------------------------
SOURCE OF FUNDS*
4
OO
- --------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
5 PURSUANT TO ITEMS 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
United States of America
- --------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF 1,812,783
SHARES --------------------------------------------
BENEFICIALLY SHARED VOTING POWER
OWNED BY 8
EACH 8,225,897 (1)
REPORTING --------------------------------------------
PERSON SOLE DISPOSITIVE POWER
WITH 9
1,812,783
--------------------------------------------
SHARED DISPOSITIVE POWER
10
-0-
- --------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
1,812,783
- --------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
12 SHARES* [X]
- --------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
8.1%
- --------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
IN
- --------------------------------------------------------------------------------
(1) The Reporting Persons may be deemed to beneficially own 8,225,897
shares of Common Stock of the Company, representing approximately 36.7% of the
outstanding shares of Common Stock (and shares of Common Stock issuable upon the
exercise of certain options held by certain of the Reporting Persons) pursuant
to a voting agreement as described in Items 3 and 4 of this Amendment. Each of
the Reporting Persons disclaims beneficial ownership of those shares of Common
Stock attributed to it pursuant to such voting agreement.
<PAGE> 6
SCHEDULE 13D
CUSIP NO. 58461C 10 3 PAGE 6 OF 27
- ---------------------------- ---------------------------
NAME OF REPORTING PERSONS
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
Professional Management Systems, Inc.
- --------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)[X]
2
(b)[ ]
- --------------------------------------------------------------------------------
SEC USE ONLY
3
- --------------------------------------------------------------------------------
SOURCE OF FUNDS*
4
OO
- --------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
5 PURSUANT TO ITEMS 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
Illinois
- --------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF 63,914
SHARES --------------------------------------------
BENEFICIALLY SHARED VOTING POWER
OWNED BY 8
EACH 8,225,897 (1)
REPORTING --------------------------------------------
PERSON SOLE DISPOSITIVE POWER
WITH 9
63,914
--------------------------------------------
SHARED DISPOSITIVE POWER
10
-0-
- --------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
63,914
- --------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
12 SHARES* [X]
- --------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
0.3%
- --------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
CO
- --------------------------------------------------------------------------------
(1) The Reporting Persons may be deemed to beneficially own 8,225,897
shares of Common Stock of the Company, representing approximately 36.7% of the
outstanding shares of Common Stock (and shares of Common Stock issuable upon the
exercise of certain options held by certain of the Reporting Persons) pursuant
to a voting agreement as described in Items 3 and 4 of this Amendment. Each of
the Reporting Persons disclaims beneficial ownership of those shares of Common
Stock attributed to it pursuant to such voting agreement.
<PAGE> 7
SCHEDULE 13D
CUSIP NO. 58461C 10 3 PAGE 7 OF 27
- ---------------------------- ---------------------------
NAME OF REPORTING PERSONS
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
John H. Kang
- --------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)[X]
2
(b)[ ]
- --------------------------------------------------------------------------------
SEC USE ONLY
3
- --------------------------------------------------------------------------------
SOURCE OF FUNDS*
4
OO
- --------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
5 PURSUANT TO ITEMS 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
United States of America
- --------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF 518,114
SHARES --------------------------------------------
BENEFICIALLY SHARED VOTING POWER
OWNED BY 8
EACH 8,225,897 (1)
REPORTING --------------------------------------------
PERSON SOLE DISPOSITIVE POWER
WITH 9
518,114
--------------------------------------------
SHARED DISPOSITIVE POWER
10
-0-
- --------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
518,114
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [X]
- --------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
2.3%
- --------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
IN
- --------------------------------------------------------------------------------
(1) The Reporting Persons may be deemed to beneficially own 8,225,897
shares of Common Stock of the Company, representing approximately 36.7% of the
outstanding shares of Common Stock (and shares of Common Stock issuable upon the
exercise of certain options held by certain of the Reporting Persons) pursuant
to a voting agreement as described in Items 3 and 4 of this Amendment. Each of
the Reporting Persons disclaims beneficial ownership of those shares of Common
Stock attributed to it pursuant to such voting agreement.
<PAGE> 8
PAGE 8 of 27
--------------------------
ITEM 1. SECURITY AND ISSUER.
This Amendment No. 2 to Schedule 13D ("Amendment") relates to
the common stock, par value $.01 per share (the "Common Stock"), of Medical
Manager Corporation, a Delaware corporation (the "Company"). The Company is a
leading provider of comprehensive physician practice management systems to
providers of health care services in the United States and is headquartered at
3001 North Rocky Point Drive East, Suite 400, Tampa, Florida 33607.
This Amendment amends in its entirety the Amendment No. 1 to
Schedule 13D filed on or about May 11, 1998, by and on behalf of Michael A.
Singer ("Singer"), MAS 1997 Family Limited Partnership, a Texas limited
partnership ("MFLP"), and MAS 1997 Manager, Inc., a Texas corporation ("MMI"
and, together with Singer and MFLP, the "Singer Reporting Persons"), with
respect to their ownership of the Common Stock of the Company.
This Amendment also amends on Schedule 13D the Amendment No. 1
on Schedule 13G filed on or about May 11, 1998, by and on behalf of Richard W.
Mehrlich ("Mehrlich") with respect to his ownership of Common Stock of the
Company. This Amendment serves as an initial Schedule 13D for Professional
Management Systems, Inc., an Illinois corporation ("PMSI" and, together with
Mehrlich, the "Mehrlich Reporting Persons"), with respect to its ownership of
the Common Stock of the Company.
This Amendment also serves as an initial Schedule 13D for John
J. Kang ("Kang") with respect to his ownership of the Common Stock of the
Company.
As indicated in Item 2, the Singer Reporting Persons, the
Mehrlich Reporting Persons and Kang have formed a group (the "13D Group") for
the purposes of the filing requirements of Section 13(d) of the Securities and
Exchange Act of 1934, as amended (the "Exchange Act"). The Singer Reporting
Persons, the Mehrlich Reporting Persons and Kang are sometimes collectively
referred to herein as the "Reporting Persons."
ITEM 2. IDENTITY AND BACKGROUND.
This Amendment is being filed jointly by the Reporting Persons
as a group pursuant to Rule 13d-1(k)(1) and (2).
Mr. Singer's business address is 15151 N.W. 99th St., Alachua,
Florida 32615 and the business address of MFLP and MMI is 8989 Westheimer
Street, Suite 228E, Houston, Texas 77063. Mr. Singer's principal occupation is
Chairman of the Board and Chief Executive Officer of the Company. Mr. Singer is
also the sole shareholder, executive officer and director of MMI and the sole
limited partner of MFLP. MMI's principal business is to serve as the sole
general partner of MFLP. MFLP's principal business is to make, hold, and manage
certain of Mr. Singer's investments in publicly-traded and other companies. Mr.
Singer is a citizen of the United States of America.
Mr. Mehrlich's and PMSI's business address is 3001 N. Rocky
Point Drive East, Suite 400, Tampa, Florida 33607. Mr. Mehrlich is a director of
the Company and a citizen of the United States of America. Mr. Mehrlich is also
the majority shareholder, an executive officer and a director of PMSI. PMSI's
principal business is to hold Mr. Mehrlich's investment in the Company.
Mr. Kang's business address is 3001 N. Rocky Point Drive East,
Suite 400, Tampa, Florida 33607. Mr. Kang is President of the Company and a
citizen of the United States of America.
<PAGE> 9
PAGE 9 of 27
--------------------------
None of the Reporting Persons has, during the last five years,
(a) been convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors) or (b) been a party to any civil proceeding of a judicial
or administrative body of competent jurisdiction, and as a result of such
proceeding was or is subject to a judgment, decree, or final order enjoining
future violations of, or prohibiting or mandating activities subject to federal
or state securities laws or finding any violation with respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS
OR OTHER CONSIDERATION.
In February 1997, in connection with the closing of the
Company's initial public offering and certain mergers related thereto, Mr.
Singer received, as partial consideration for his interests in the merged
companies, 6,370,000 shares of the Common Stock of the Company. On May 1, 1997,
Mr. Singer purchased 25,000 shares of Common Stock for cash and transferred such
shares into a limited partnership and a trust for the benefit of certain members
of his family. On December 30, 1997, Mr. Singer transferred 63,700 shares of
Common Stock to MMI as a capital contribution. On December 30, 1997 MMI
transferred 63,700 shares of Common Stock to MFLP as a capital contribution. On
December 30, 1997, Mr. Singer transferred 6,306,300 shares of Common Stock to
MFLP as a capital contribution. On April 23, 1998, Mr. Singer, indirectly
through MFLP, sold 500,000 shares of Common Stock in an underwritten public
offering conducted by the Company.
In February 1997, in connection with the closing of the
Company's initial public offering and certain mergers related thereto, Mr.
Mehrlich received, as partial consideration for his interests in the merged
companies, 2,210,000 shares of Common Stock of the Company. On September 10,
1997, Mr. Mehrlich gifted 50,000 shares of Common Stock of the Company to a
third party. On September 10, 1997, PMSI, a company of which Mr. Mehrlich is
the majority stockholder, acquired 69,364 shares of Common Stock of the Company
as partial consideration in connection with the acquisition of substantially all
of the assets of PMSI by the Company (5,450 of such shares were subsequently
transferred by PMSI to a third party). On April 23, 1998, Mr. Mehrlich sold
500,000 shares of Common Stock in an underwritten public offering conducted by
the Company. During the Company's fiscal year ended December 31, 1998, Mr.
Mehrlich was granted stock options to purchase 7,000 shares of Common Stock at
an exercise price of $29.00 per share under the Company's Amended and Restated
1996 Non-Employee Directors' Stock Plan. Such options fully vest on June 9,
1999.
In February 1997, in connection with the closing of the
Company's initial public offering and certain mergers related thereto, Mr. Kang
received, as consideration for his interests in the merged companies, 490,614
shares of Common Stock. On April 29, 1997, Mr. Kang acquired 25,000 shares of
Common Stock of the Company at a price of $8.875 per share. During the Company's
fiscal year ended December 31, 1998, Mr. Kang was granted stock options to
purchase 10,000 shares of Common Stock at an exercise price of $17.875 per share
under the Company's 1996 Long-Term Incentive Plan. Options to purchase 2,500
shares of Common Stock are currently exercisable by Mr. Kang.
This Amendment is filed as a result of the execution of a
Voting Agreement (the "Voting Agreement"), dated as of May 16, 1999, by Messrs.
Singer, Mehrlich and Kang (collectively, the "Stockholders"), to and for the
benefit of Synetic, Inc. ("Synetic"). No payments are required to be made by the
Reporting Persons in connection with the Voting Agreement.
<PAGE> 10
PAGE 10 of 27
--------------------------
ITEM 4. PURPOSE OF TRANSACTION.
The Voting Agreement was entered into in connection with the
execution of an Agreement and Plan of Merger dated as of May 16, 1999 (the
"Merger Agreement"), among Synetic, Marlin Merger Sub, Inc., a Delaware
corporation and wholly owned subsidiary of Synetic ("Marlin"), and the Company,
as an inducement and a condition to Synetic's and Marlin's entering into the
Merger Agreement.
Pursuant to the Merger Agreement, Marlin will be merged with
and into the Company (the "Merger"), with the Company continuing as the
surviving corporation. Upon completion of the Merger, the combined company will
change its name to Medical Manager Corporation. The Merger Agreement provides
that each share of Common Stock outstanding immediately prior to the Merger will
be converted into 0.625 shares of common stock of Synetic, subject to a collar
mechanism, upon the consummation of the Merger. The consummation of the Merger
is subject to approval by the Company's and Synetic's shareholders,
qualification for pooling-of-interests accounting treatment, reorganization tax
treatment, the receipt of certain regulatory approvals, including expiration or
termination of the applicable waiting period under the Hart-Scott-Rodino
Antitrust Improvements Act of 1976, and certain other closing conditions.
Pursuant to the Voting Agreement, each of the Stockholders
agrees, among other things, that at any meeting of the stockholders of the
Company, and in any action by written consent of the stockholders of the
Company, that it will vote all of its respective shares of Common Stock (a) in
favor of adoption of the Merger Agreement and approval of the Merger and the
other transactions contemplated by the Merger Agreement, (b) against any action
or agreement that would result in a breach of any covenant, representation or
warranty or any other obligation or agreement of the Company under the Merger
Agreement or which would result in any of the conditions to the Merger Agreement
not being fulfilled and (c) in favor of any other matter necessary to the
consummation of the transactions contemplated by the Merger Agreement and
considered and voted upon by the stockholders of the Company (or any class
thereof). The Voting Agreement provides that it shall not limit or affect in any
way of the rights of the Stockholders with respect to the election of directors
of the Company. In addition, under the Voting Agreement, each of the
Stockholders constitutes and appoints Synetic, or any nominee of Synetic, with
full power of substitution, as its irrevocable proxy and attorney-in-fact to
vote its respective shares of Common Stock in the manner described above in the
event it fails to comply with the obligations described above.
Pursuant to the Voting Agreement, each of the Stockholders
agrees that it will not, nor will it authorize or permit any of its agents and
representatives, other than in accordance with the Merger Agreement, to,
directly or indirectly (a) initiate, solicit, negotiate or encourage (including
by way of furnishing information) or take any other action to facilitate any
inquiries, offers or proposals that constitute, or could reasonably be expected
to lead to a Competing Transaction (as such term is defined in the Merger
Agreement), (b) agree to or recommend any Competing Transaction, or (c) engage
in negotiations or discussions with any third party concerning, or provide any
non-public information to any person or entity relating to, any Competing
Transaction. Each of the Stockholders further agrees in the Voting Agreement to
promptly notify Synetic after receipt of any Competing Proposal (as such term is
defined in the Voting Agreement) or any indication of interest or request for
information relating to the Company or its subsidiaries in connection with a
Competing Proposal that its receives in its capacity as a Stockholder of the
Company.
The Voting Agreement shall terminate upon the earliest to occur of (a)
the Effective Time (as such term is defined in the Merger Agreement) or (b) the
termination of the Merger Agreement in accordance with the terms thereof.
<PAGE> 11
PAGE 11 of 27
--------------------------
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) and (b) Immediately prior to the execution of the Voting
Agreement, Mr. Singer was deemed to own beneficially 5,895,000 shares of Common
Stock of the Company (which includes 5,870,000 shares of Common Stock
beneficially owned by MFLP described below), representing approximately 26.3% of
the outstanding shares of Common Stock of the Company, calculated in accordance
with Rule 13d-3 under the Exchange Act (based on 22,376,240 shares of Common
Stock issued and outstanding as of May 14, 1999). At such time, Mr. Singer had
the sole power to vote and the sole power to dispose of the 5,895,000 shares of
Common Stock which he was deemed to own beneficially.
Immediately prior to the execution of the Voting Agreement,
MFLP was deemed to own beneficially 5,870,000 shares of Common Stock of the
Company, representing approximately 26.2% of the outstanding shares of Common
Stock of the Company, calculated in accordance with Rule 13d-3 under the
Exchange Act (based on 22,376,240 shares of Common Stock issued and outstanding
as of May 14, 1999). At such time, MFLP had the sole power to vote and the sole
power to dispose of the 5,870,000 shares of Common Stock which it was deemed to
own beneficially.
Immediately prior to the execution of the Voting Agreement,
MMI was deemed to own beneficially the 5,870,000 shares of Common Stock of the
Company, beneficially owned by MFLP as described above, representing
approximately 26.2% of the outstanding shares of Common Stock of the Company,
calculated in accordance with Rule 13d-3 under the Exchange Act (based on
22,376,240 shares of Common Stock issued and outstanding as of May 14, 1999). At
such time, MMI had the sole power to vote and the sole power to dispose of the
5,870,000 shares of Common Stock which it was deemed to own beneficially.
Subject to the last paragraph of this Item 5(a) and (b),
pursuant to the Voting Agreement and solely with respect to the proposed Merger,
the Singer Reporting Persons may be deemed to share voting power with respect to
an aggregate of 8,225,897 shares of Common Stock of the Company, representing
approximately 36.7% of the outstanding shares of Common Stock of the Company as
of May 14, 1999, plus the 9,500 shares of Common Stock issuable upon the
exercise of options exercisable within 60 days by the Stockholders.
Immediately prior to the execution of the Voting Agreement,
Mr. Mehrlich was deemed to own beneficially 1,812,783 shares of Common Stock of
the Company (including 7,000 shares of Common Stock issuable upon the exercise
of options which are exercisable within 60 days and 81,869 shares held by Mr.
Mehrlich's spouse), representing approximately 8.1% of the outstanding shares of
Common Stock of the Company, calculated in accordance with Rule 13d-3 under the
Exchange Act (based on 22,376,240 shares of Common Stock issued and outstanding
as of May 14, 1999, plus the 7,000 shares of Common Stock issuable upon the
exercise of the options which are exercisable within 60 days). At such time, Mr.
Mehrlich had the sole power to vote and the sole power to dispose of the
1,812,783 shares of Common Stock which he was deemed to own beneficially.
Immediately prior to the execution of the Voting Agreement,
PMSI was deemed to own beneficially 63,914 shares of Common Stock of the
Company, representing approximately 0.3% of the outstanding shares of Common
Stock of the Company (based on 22,376,240 shares of Common Stock issued and
outstanding as of May 14, 1999). At such time, PMSI had the sole power to vote
and the sole power to dispose of the 63,914 shares of Common Stock which it was
deemed to own beneficially.
Subject to the last paragraph of this Item 5(a) and (b),
pursuant to the Voting Agreement and solely with respect to the proposed Merger,
the Mehrlich Reporting Persons may be deemed to share voting power with respect
to an aggregate of 8,225,897 shares of Common Stock of the Company, representing
approximately 36.7% of the outstanding shares of Common Stock of the Company as
of May 14, 1999, plus the 9,500 shares of Common Stock issuable upon the
exercise of options exercisable within 60 days by the Stockholders.
<PAGE> 12
Page 12 of 27
--------------------------
Immediately prior to the execution of the Voting Agreement,
Mr. Kang was deemed to own beneficially 518,114 shares of Common Stock of the
Company (including 2,500 shares of Common Stock issuable upon the exercise of
immediately exercisable options), representing approximately 2.3% of the
outstanding shares of Common Stock of the Company, calculated in accordance with
Rule 13d-3 under the Exchange Act (based on 22,376,240 shares of Common Stock
issued and outstanding as of May 14, 1999, plus the 2,500 shares of Common Stock
issuable upon the exercise of immediately exercisable options). At such time,
Mr. Kang had the sole power to vote and the sole power to dispose of the 518,114
shares of Common Stock which he was deemed to own beneficially. Subject to the
last paragraph of this Item 5(a) and (b), pursuant to the Voting Agreement and
solely with respect to the proposed Merger, Mr. Kang may be deemed to share
voting power with respect to an aggregate of 8,225,897 shares of Common Stock of
the Company, representing approximately 36.7% of the outstanding shares of
Common Stock of the Company as of May 14, 1999, plus the 9,500 shares of Common
Stock issuable upon the exercise of options exercisable within 60 days by the
Stockholders.
Each of the Reporting Persons hereby expressly disclaims
beneficial ownership over the shares of the Common Stock of the Company reported
herein but held by the other Reporting Persons as disclosed in this Item 5(a)
and (b) (including the power to vote, to direct the voting of, to dispose, or to
direct the disposition of, any such shares).
This Amendment reports the Reporting Persons' shared voting
power with respect to the Common Stock. Such Reporting Persons do not share
dispositive power with respect to the Common Stock.
(c) Except with respect to the transfer of shares of Common
Stock described herein and set forth in the Voting Agreement and the Merger
Agreement, there have been no other transactions in any securities of the
Company affected by any of the Reporting Persons during the past 60 days.
(d) To the knowledge of the Reporting Persons, only the
Reporting Persons have the right to receive or the power to direct the receipt
of dividends from, or the proceeds from the sale of, the shares of Common Stock
of the Company reported by this Amendment.
(e) Paragraph (e) of Item 5 is not applicable.
<PAGE> 13
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--------------------------
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.
Except as described herein, none of the Reporting Persons are
a party to any contracts, arrangements, understandings or relationships with
any person with respect to securities of the Issuer.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 1 Joint Filing Agreement, dated May 27, 1999, by and
among the Reporting Persons.
Exhibit 2 Voting Agreement, dated as of May 16, 1999, by the
Stockholders, to and for the benefit of Synetic.
<PAGE> 14
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--------------------------
SIGNATURES
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true,
complete and correct.
/s/ Michael A. Singer
---------------------------------------------
Michael A. Singer
Dated: June 1, 1999
<PAGE> 15
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--------------------------
SIGNATURES
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true,
complete and correct.
MAS 1997 Family Limited Partnership
By: MAS 1997 Manager, Inc., a general
partner
By: /s/ Michael A. Singer
----------------------------------------
Michael A. Singer
President
Dated: June 1, 1999
<PAGE> 16
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--------------------------
SIGNATURES
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true,
complete and correct.
MAS 1997 Manager, Inc.
By: /s/ Michael A. Singer
-----------------------------------------
Michael A. Singer
President
Dated: June 1, 1999
<PAGE> 17
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--------------------------
SIGNATURES
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true,
complete and correct.
/s/ Richard W. Mehrlich
---------------------------------------------
Richard W. Mehrlich
Dated: June 1, 1999
<PAGE> 18
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--------------------------
SIGNATURES
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true,
complete and correct.
Professional Management Systems, Inc.
By: /s/ Richard W. Mehrlich
-----------------------------------------
Richard W. Mehrlich
President
Dated: June 1, 1999
<PAGE> 19
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--------------------------
SIGNATURES
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true,
complete and correct.
/s/ John H. Kang
----------------------------------------
John H. Kang
Dated: June 1, 1999
<PAGE> 20
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--------------------------
EXHIBIT 1
AGREEMENT
RESPECTING JOINT FILING OF SCHEDULE 13D
The undersigned hereby agree to jointly prepare and file with
regulatory authorities a Schedule 13D reporting each of the undersigned's
ownership of shares of the common stock, par value $.01 per share, of Medical
Manager Corporation, a Delaware corporation, and hereby affirm that such
Schedule 13D is being filed on behalf of each of the undersigned. The
undersigned are entering into this Joint Filing Agreement as a result of being
parties to, directly or indirectly, that certain Voting Agreement to and for
the benefit of Synetic, Inc. dated as of May 16, 1999. In the event the Voting
Agreement terminates, then this Joint Filing Agreement shall also terminate.
IN WITNESS THEREOF this Joint Filing Agreement may be executed on one
or more counterparts, each of which shall be deemed an original for all purposes
and all of which together shall constitute one and the same Joint Filing
Agreement, and this Joint Filing Agreement may be effected by a written
facsimile of each party.
Dated: June 1, 1999.
/s/ Michael A. Singer
------------------------------------
MAS 1997 FAMILY LIMITED PARTNERSHIP
By: MAS 1997 MANAGER, INC.,
a general partner
By: /s/ Michael A. Singer
-------------------------------------
Michael A. Singer
President
MAS 1997 MANAGER, INC.
By: /s/ Michael A. Singer
-------------------------------------
Michael A. Singer
President
/s/ Richard W. Mehrlich
-------------------------------------
Richard W. Mehrlich
Professional Management Systems, Inc.
By: /s/ Richard W. Mehrlich
------------------------------------
Richard W. Mehrlich
President
/s/ John H. Kang
-------------------------------------
John H. Kang
<PAGE> 21
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--------------------------
EXHIBIT 2
VOTING AGREEMENT
VOTING AGREEMENT, dated as of May 16, 1999 (this
"AGREEMENT"), by the parties identified on SCHEDULE A hereto (each, a
"STOCKHOLDER" and collectively, the "STOCKHOLDERS"), to and for the benefit of
Synetic, Inc., a Delaware corporation ("SYNETIC").
WHEREAS, as of the date hereof, each of the Stockholders owns
of record and beneficially or has the power to vote the number of shares of
common stock (the "MEDICAL MANAGER COMMON STOCK"), par value $.01 per share, of
Medical Manager Corporation, a Delaware corporation ("MEDICAL MANAGER") set
forth opposite such Stockholder's name on SCHEDULE A hereto (such shares,
together with any shares of Medical Manager Common Stock acquired by the
Stockholders prior to the termination of this Agreement being referred to
herein as the "SHARES");
WHEREAS, concurrently with the execution of this Agreement,
Synetic, MARLIN MERGER SUB, a Delaware corporation and wholly-owned subsidiary
of Synetic ("MERGER SUB"), and Medical Manager are entering into an Agreement
and Plan of Merger, dated as of the date hereof (the "MERGER AGREEMENT";
capitalized terms used and not otherwise defined herein shall have the
respective meanings assigned to them in the Merger Agreement), pursuant to
which, upon the terms and subject to the conditions thereof, Merger Sub will be
merged with and into Medical Manager (the "MERGER"); and
WHEREAS, as a condition to the willingness of Medical
Manager, Synetic and Merger Sub to enter into the Merger Agreement, Synetic has
requested the Stockholders to agree, and in order to induce Synetic and Merger
Sub to enter into the Merger Agreement, the Stockholders are willing to agree
to vote in favor of adopting the Merger Agreement and approving the Merger,
upon the terms and subject to the conditions set forth herein.
NOW, THEREFORE, in consideration of the foregoing and the
mutual covenants and agreements contained herein, and intending to be legally
bound hereby, the parties hereby agree, severally and not jointly, as follows:
Section 1. VOTING OF SHARES. Until the termination of this
Agreement in accordance with the terms hereof, each Stockholder hereby agrees
that, at the Medical Manager Stockholders' Meeting or any other meeting of the
stockholders of Medical Manager, however called, and in any action by written
consent of the stockholders of Medical Manager, each Stockholder will vote all
of its respective Shares (a) in favor of adoption of the Merger Agreement and
approval of the Merger and the other transactions contemplated by the Merger
Agreement, (b) against any action or agreement that would result in a breach of
any covenant, representation or warranty or any other obligation or agreement
of Medical Manager under the Merger Agreement or which would result in any of
the conditions to the Merger Agreement not being fulfilled and (c) in favor of
any other matter necessary to the consummation of the
<PAGE> 22
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--------------------------
transactions contemplated by the Merger Agreement and considered and voted upon
by the stockholders of Medical Manager (or any class thereof). In addition,
each Stockholder agrees that it will, upon request by Synetic, furnish written
confirmation, in form and substance reasonably acceptable to Synetic, of such
Stockholder's vote in favor of the Merger Agreement and the Merger. Each
Stockholder acknowledges receipt and review of a copy of the Merger Agreement.
Notwithstanding the foregoing, this Agreement shall not limit or affect in any
way any Stockholder's rights with respect to the election of directors of
Medical Manager.
Section 2. PROXY. Each Stockholder, by this Agreement, does
hereby constitute and appoint Synetic, or any nominee of Synetic, with full
power of substitution, as such Stockholder's irrevocable proxy and
attorney-in-fact to vote the Shares as indicated in SECTION 1 in the event such
Stockholder fails to comply with its obligations under such section. Each
Stockholder intends this proxy to be irrevocable and coupled with an interest
and will take such further action and execute such other instruments as may be
necessary to effectuate the intent of this proxy and hereby revokes any proxy
previously granted by it with respect to its Shares.
Section 3. TRANSFER OF SHARES. Each Stockholder represents
and warrants that it has no present intention of taking action to, prior to the
termination of this Agreement in accordance with the terms hereof, and shall
not, directly or indirectly, (a) sell, assign, transfer (including by operation
of law), pledge, encumber or otherwise dispose of any of the Shares, (b)
deposit any of the Shares into a voting trust or enter into a voting agreement
or arrangement with respect to the Shares or grant any proxy or power of
attorney with respect thereto which is inconsistent with this Agreement or (c)
enter into any contract, option or other arrangement or undertaking with
respect to the direct or indirect sale, assignment, transfer (including by
operation of law) or other disposition of any Shares.
Section 4. REPRESENTATIONS AND WARRANTIES OF STOCKHOLDER.
Each Stockholder hereby represents and warrants to Synetic with respect to
itself and its ownership of its Shares as follows:
(a) Such Stockholder has all legal capacity to execute and
deliver this Agreement and to consummate the transactions contemplated
hereby.
(b) Such Stockholder is the record or beneficial owner of its
Shares and is the lawful owner of such Shares free and clear of any
liens, claims, charges, encumbrances or voting agreements and
commitments of every kind, other than this Agreement. Such Stockholder
does not own or hold any rights to acquire any additional Shares or
other securities of Medical Manager or any interest therein or any
voting rights with respect to any additional Shares or any other
securities of Medical Manager.
(c) This Agreement has been duly executed and delivered by
such Stockholder.
2
<PAGE> 23
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--------------------------
(d) This Agreement constitutes the valid and binding
agreement of such Stockholder, enforceable against such Stockholder in
accordance with its terms except as such enforceability may be limited
by bankruptcy, insolvency or other similar requirements of Law
affecting the enforcement of creditor's rights generally and by
general principles of equity.
Section 5. NO SOLICITATION. Each Stockholder agrees that it
will not, nor will it authorize or permit any of its agents and
representatives, other than in accordance with the Merger Agreement, to,
directly or indirectly, (a) initiate, solicit, negotiate or encourage
(including by way of furnishing information) or take any other action to
facilitate any inquiries, offers or proposals that constitute, or could
reasonably be expected to lead to a Competing Transaction, (b) agree to or
recommend any Competing Transaction, or (c) engage in negotiations or
discussions with any third party concerning, or provide any non-public
information to any person or entity relating to, any Competing Transaction.
From and after the execution of this Agreement, each Stockholder shall promptly
(but in any event within 24 hours) notify Synetic after receipt of any
unsolicited inquiries, offers or proposals with respect to a potential or
proposed Competing Transaction (a "COMPETING PROPOSAL") or any indication of
interest or request for information relating to Medical Manager or its
subsidiaries in connection with a Competing Proposal that such Stockholder
receives in its capacity as a Stockholder of Medical Manager. Such notice to
Synetic shall be made orally and in writing and shall indicate in reasonable
detail the identity of the offeror and the terms and conditions of such
proposal, inquiry or contact. Notwithstanding anything to the contrary in the
foregoing, nothing herein shall restrict or otherwise limit any of the
Stockholders from performing their fiduciary obligations solely in their
capacity as directors of Medical Manager.
Section 6. TERMINATION. This Agreement shall terminate upon
the earliest to occur of (i) the Effective Time or (ii) the termination of the
Merger Agreement in accordance with the terms thereof; PROVIDED that the
provisions of Sections 7 and 8 of this Agreement shall survive any termination
of this Agreement; and PROVIDED FURTHER that no such termination shall relieve
any party of liability for a breach hereof prior to termination.
Section 7. SPECIFIC PERFORMANCE. The parties hereto agree
that irreparable damage would occur in the event any provision of this
Agreement was not performed in accordance with the terms hereof and that the
parties shall be entitled to specific performance of the terms hereof, in
addition to any other remedy at law or in equity.
Section 8. MISCELLANEOUS.
(a) All notices, requests, claims, demands and other
communications hereunder shall be in writing and shall be given or
made (and shall be deemed to have been duly made or given upon
receipt) by delivery in person, by facsimile, by courier service or by
registered or certified mail (postage prepaid, return receipt
requested) to
3
<PAGE> 24
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--------------------------
the respective parties at the following addresses (or at such other
address for a party as shall be specified in a notice given in
accordance herewith):
if to Synetic:
Synetic, Inc.
669 River Drive
Elmwood Park, New Jersey 07407
Attention: Charles A. Mele, Esq.
Facsimile: (201) 703-3401
with a copy to:
Shearman & Sterling
599 Lexington Avenue
New York, New York 10022
Attention: Creighton O'M. Condon, Esq.
Facsimile: (212) 848-7179
if to Stockholders:
At the address set forth opposite such Stockholder's
name on SCHEDULE A
with a copy to:
Akerman, Senterfitt & Eidson, P.A.
One Southeast Third Avenue, 28th Floor
Miami, Florida 33131
Attention: Stephen K. Roddenberry, Esq.
Facsimile: (305) 374-5095
(b) This Agreement constitutes the entire agreement between
the parties hereto with respect to the subject matter hereof and
supersedes all prior agreements and understandings, both written and
oral, between the parties with respect thereto. This Agreement may not
be amended, modified or rescinded except by an instrument in writing
signed by each of the parties hereto.
(c) If any term or other provision of this Agreement is
invalid, illegal or incapable of being enforced by any rule of law, or
public policy, all other conditions and provisions of this Agreement
shall nevertheless remain in full force and effect. Upon such
determination that any term or other provision is invalid, illegal or
incapable of being enforced, the parties hereto shall negotiate in
good faith to modify this Agreement so as to
4
<PAGE> 25
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--------------------------
effect the original intent of the parties as closely as possible to
the fullest extent permitted by applicable law in a mutually
acceptable manner in order that the terms of this Agreement remain as
originally contemplated to the fullest extent possible.
(d) This Agreement shall be binding upon and inure to the
benefit of the parties hereto and their respective successors and
permitted assigns, PROVIDED that no party may assign, delegate or
otherwise transfer any of its rights, interests or obligations under
this Agreement (except as set forth herein) without the prior written
consent of the other parties hereto.
(e) This Agreement shall be governed by, and construed in
accordance with the laws of the State of Delaware. All actions and
proceedings arising out of or relating to this Agreement shall be
heard and determined exclusively in the courts of the State of
Delaware and the United States District Court for the State of
Delaware.
(f) This Agreement may be executed in counterparts, each of
which shall be deemed an original and all of which together shall
constitute one and the same instrument.
5
<PAGE> 26
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--------------------------
IN WITNESS WHEREOF, each of the parties hereto has caused
this Agreement to be executed as of the date first written above.
/s/ Michael A. Singer
---------------------------------
Michael A. Singer
/s/ John H. Kang
---------------------------------
John H. Kang
/s/ Richard W. Mehrlich
---------------------------------
Richard W. Mehrlich
Agreed and Acknowledged:
SYNETIC, INC., a Delaware corporation
/s/ James R. Love
- ---------------------------------------
By: James R. Love
Its: Chief Financial Officer
6
<PAGE> 27
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--------------------------
SCHEDULE A
STOCKHOLDERS
<TABLE>
<CAPTION>
Number of Shares of
Medical Manager Common
Stock
Owned of
Name of Stockholder Address Record and Beneficially
------------------- ------- -----------------------
<S> <C> <C> <C>
1. Michael A. Singer c/o Medical Manager Corporation 5,895,000
3001 N. Rocky Point Drive East,
Suite 400
Facsimile: (813) 289-6420
2. John H. Kang c/o Medical Manager Corporation 518,114
3001 N. Rocky Point Drive East,
Suite 400
Facsimile: (813) 289-6420
3. Richard W. Mehrlich c/o Medical Manager Corporation 1,812,783
3001 N. Rocky Point Drive East,
Suite 400
Facsimile: (813) 289-6420
</TABLE>
