<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K SB
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
[NO FEE REQUIRED, EFFECTIVE OCTOBER 7, 1996]
FOR THE FISCAL YEAR ENDED JANUARY 31, 1997
Commission File Number 001-12799
INFOCURE CORPORATION
(Exact name of Small Business Issuer as specified in its charter)
Delaware 58-2271614
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
2970 Clairmont Road, Suite 950, Atlanta, Georgia 30324
(Address of principal executive offices) (Zip Code)
404/633-0046
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Name of each Exchange
None on which registered
Securities registered pursuant to Section 12(g) of the Act:
None
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12
months (or for such shorter period that registrant was required to file such
reports), and (2) has been subject to such filing requirements for the past 90
days. YES X NO
--- ---
Check if there is no disclosure of delinquent filers in response to item 405 of
Regulation S/B is not contained in this form and no disclosure would be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. [X]
Issuer's had no revenues for its most recent fiscal year. No shares of voting
stock were held by non-affiliates of the Registrant (assuming for these
purposes, but without conceding, that all executive officers and directors and
greater than five percent shareholders are"affiliates" of the Registrant) as of
January 31, 1997.
As of April 18, there were 100 shares of Common Stock, $.001 par value
outstanding.
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ITEM 1: DESCRIPTION OF BUSINESS
(A) GENERAL AND BUSINESS DEVELOPMENT
InfoCure Corporation ("InfoCure") was formed in November 1996 to develop, market
and service healthcare information systems for use by healthcare providers
throughout the United States. InfoCure has conducted no operations to date and
has plans to acquire several targeted business entities concurrently with two
public offerings of its common stock.
The Company had 25,000,000 shares of common stock authorized, 100 shares issued
and outstanding as of January 31, 1997. The Company had 5,000,000 shares of
preferred shares authorized, none issued and outstanding as of January 31, 1997.
The Company does not have any employees in place as of January 31, 1997. Nor
does the Company have any products or services in place as of January 31, 1997.
ITEM 2: DESCRIPTION OF PROPERTIES
The Company does not have any properties in place as of January 31, 1997.
ITEM 3: LEGAL PROCEEDINGS
There are no legal proceedings pending.
ITEM 4: SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The Company has had no matters put forth for a vote by security holders through
January 31, 1997.
ITEM 5: MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
MARKET INFORMATION
The Company has 100 shares issued and outstanding as of January 31, 1997.
ITEM 6: MANAGEMENT'S DISCUSSION AND ANALYSIS AND PLAN OF OPERATION
RESULTS OF OPERATIONS
The Company existed only as a shell corporation from the period of inception in
November 1996 through the January 31, 1997 year end. The shell corporation was
put in place in the planning process for an initial public offering and a public
offering of securities in connection with certain acquisitions, which is part of
management's plan in the future.
ITEM 7: FINANCIAL STATEMENTS - FOLLOWING PAGES
The following pages include the InfoCure Corporation Balance Sheet as of January
21, 1997 and Accompanying Notes.
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ITEM 8: CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE - NONE
ITEM 9: DIRECTORS AND EXECUTIVE OFFICERS OF REGISTRANT
DIRECTORS
The following table sets forth the directors of InfoCure Corporation as of
January 31, 1997 together with their respective ages as of April, 1997, and
other offices held.
<TABLE>
<CAPTION>
Name Age From To
<S> <C> <C> <C>
Frederick L. Fine 38 November 27, 1996 Present
James K. Price 39 November 27, 1996 Present
</TABLE>
EXECUTIVE OFFICERS
The following table sets forth the Executive Officers, and ages as of April 1997
of InfoCure Corporation who served in such capacity as of January 31, 1997:
<TABLE>
<CAPTION>
Name Office Held Age From To
<S> <C> <C> <C> <C>
Frederick L. Fine Chairman, President & CEO 38 Nov. 27, 1996 Present
James K. Price Executive Vice President 39 Nov. 27, 1996 Present
Secretary
</TABLE>
Frederick L. Fine was involved in the incorporation of InfoCure Corporation on
November 27, 1996. Mr. Fine was a co-founder of International Computer
Solutions, and has been a director of International and American Medcare, and an
officer and director of Newport Capital. He has 15 years experience in sales and
marketing in the computer healthcare industry and has been Vice President of
sales and marketing for seven years and President for the last three years of
International. Prior to co-founding International, Mr. Fine was with Moore
Business Systems, Inc. and MCS of Atlanta, Georgia. He holds a BA in Economics
from the University of Georgia.
James K. Price was involved in the incorporation of InfoCure Corporation on
November 27, 1996. Mr. Price was Executive Vice President of American Medcare
Corporation, and has been a director of International Computer Solutions, and
has been a director of International and American Medcare, and an officer and
director of Newport Capital. Prior to co-founding International Computer
Solutions, Mr. Price was with Executive Business Systems, Moore Business
Systems, Inc. and Lanier Co. of Atlanta. He holds a BA degree in Marketing from
the University of Georgia.
ITEM 10: EXECUTIVE COMPENSATION
The following table sets forth the amounts paid to the Executive Officers of
American Medcare.
SUMMARY COMPENSATION TABLE
<TABLE>
<S> <C>
Fiscal Year Cash
Ended Compensation
</TABLE>
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No compensation expenses were incurred by the Corporation for the year ended
January 31, 1997.
DIRECTORS REMUNERATION
The directors of InfoCure are not compensated for their services.
ITEM 11: SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information at fiscal year ended, January 31,
1997 with respect to persons known by InfoCure Corporation to be the beneficial
owners of more than five percent of the common stock of InfoCure, $.001 par
value:
<TABLE>
<CAPTION>
Amount and Nature Percentage Of
Name of Beneficial Owner of Ownership Class
- ----------------------------------------------------------------------------
<S> <C> <C>
Frederick L. Fine 50 50
2970 Clairmont Road Direct
Atlanta, GA 30329
James K. Price 50 50
2970 Clairmont Road Direct
Atlanta, GA 30329
</TABLE>
CHANGES IN CONTROL
Registrant is not aware of any arrangements which may at a subsequent date
result in a change in control of Registrant other than as set forth herein.
ITEM 12: CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
None.
ITEM 13: EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
FINANCIAL STATEMENTS
The financial statements filed as a part of the report are as follows:
- - Report of Independent Certified Public Accountants
- - Balance Sheet as of January 31, 1997
- - Footnotes to the Balance Sheet
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REPORTS ON FORM 8-K:
None.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities and
Exchange Act of 1934, Registrant has duly caused this report to be signed on its
behalf by the undersigned, whereunto duly authorized.
INFOCURE CORPORATION
By /s/ Frederick L. Fine
-----------------------
Frederick L. Fine Dated: May 1, 1997
Chairman, President & CEO
/s/ Frederick L. Fine
- -----------------------
Frederick L. Fine May 1, 1997
President/Director
Chief Operating Officer
/s/ James K. Price
- --------------------
James K. Price May 1, 1997
Executive Vice President, Director
/s/ Michael Warren
- --------------------
Michael Warren May 1, 1997
Chief Financial Officer, Director
/s/ Richard E. Perlman
- ------------------------
Richard E. Perlman May 1, 1997
Director
/s/ James D. Elliott
- ----------------------
James D. Elliott May 1, 1997
Director
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REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
The Board of Directors
InfoCure Corporation
Atlanta, Georgia
We have audited the accompanying balance sheet of InfoCure Corporation as
of January 31, 1997. This balance sheet is the responsibility of the Company's
management. Our responsibility is to express an opinion on this balance sheet
based on our audit.
We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the balance sheet is free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the balance sheet. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall balance sheet presentation. We
believe that our audit provides a reasonable basis for our opinion.
As discussed in Note 1 to the balance sheet, the Company was formed in
November 1996 and has entered into definitive agreements for the acquisition of
five healthcare information systems businesses ("the Founding Businesses")
through transactions involving American Medcare Corporation, Inc.;
Millard-Wayne, Inc.; DR Software, Inc.; KComp Management Systems, Inc. and
Rovak, Inc. concurrently with an initial public offering of its common stock.
In our opinion, the balance sheet referred to above presents fairly, in all
material respects, the financial position of InfoCure Corporation as of January
31, 1997 in conformity with generally accepted accounting principles.
BDO SEIDMAN, LLP
April 15, 1997
Atlanta, Georgia
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INFOCURE CORPORATION
BALANCE SHEET
AS OF JANUARY 31, 1997
<TABLE>
<S> <C>
ASSETS:
Subscription receivable..................................... $ 1
----
$ 1
====
LIABILITIES AND STOCKHOLDERS' EQUITY:
Stockholders' equity:
Preferred Stock, $0.001 par value, 5,000,000 shares
authorized, none issued and outstanding................ $ --
Common Stock, $0.001 par value, 25,000,000 shares
authorized, 100 shares issued and outstanding.......... 1
----
Total stockholders' equity........................ $ 1
====
</TABLE>
See accompanying notes to balance sheet.
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INFOCURE CORPORATION
NOTES TO BALANCE SHEET
JANUARY 31, 1997
NOTE 1 -- ORGANIZATION AND GENERAL
InfoCure Corporation ("InfoCure") was formed in November 1996 to develop,
market and service healthcare information systems for use by healthcare
providers throughout the United States. InfoCure has conducted no operations to
date and will acquire the Founding Businesses concurrently with the consummation
of an initial public offering of its common stock.
