<PAGE>
As filed with the Securities and Exchange Commission on September 24, 1999
Registration No. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
INFOCURE CORPORATION
(Exact Name of Registrant as Specified in its Charter)
<TABLE>
<S> <C> <C>
Delaware 7372 58-2271614
(State or other Jurisdiction of (Primary Standard Industrial (I.R.S. Employer Identification
Incorporation or Organization) Classification Code Number) Number)
</TABLE>
1765 The Exchange, Suite 500
Atlanta, Georgia 30339
(770) 221-9990
(Address, Including Zip Code and Telephone Number, Including Area Code, of
Registrant's Principal Executive Offices)
JAMES A. COCHRAN
Senior Vice President--Finance
and Chief Financial Officer
1765 The Exchange, Suite 500
Atlanta, Georgia 30339
Telephone: (770) 221-9990
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code,
of Agent for Service)
Copies to:
Oby T. Brewer III, Esq.
Lauren Z. Burnham, Esq.
MORRIS, MANNING & MARTIN, L.L.P.
1600 Atlanta Financial Center
3343 Peachtree Road, N.E.
Atlanta, Georgia 30326
Telephone: (404) 233-7000
Facsimile: (404) 365-9532
Approximate date of commencement of proposed sale to the public: From time
to time after the effective date of this registration statement until October
___, 2000 or until such earlier time that all of the shares registered hereunder
have been sold.
If the only securities being registered in 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 offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, as amended (the "Securities Act"), 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. [_]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
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. [_]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
====================================================================================================================================
Amount to be Proposed Maximum Offering Amount of Registration
Title of Each Class of Securities Registered Registered (1) Price (2) Fee
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Common Stock, $.001 par value.............................. 436,249 Shares $7,920,646 $2,201.94
====================================================================================================================================
</TABLE>
(1) The shares of common stock set forth in the Calculation of Registration Fee
Table, and which may be offered pursuant to this Registration Statement,
includes, pursuant to Rule 416 of the Securities Act of 1933, as amended,
such additional number of shares of the Registrant's common stock that may
become issuable as a result of any stock splits, stock dividends or similar
event.
(2) Estimated solely for the purpose of computing the amount of the
registration fee, based on the average of the high and low prices for the
Company's common stock as reported on the Nasdaq Stock Market on September
21, 1999 in accordance with Rule 457 under the Securities Act of 1933.
The Registrant hereby amends this Registration Statement on such date
or dates as may be necessary to delay its effective date until 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 Section 8(a), may
determine.
<PAGE>
436,249 Shares
InfoCure Corporation
Common Stock
These shares of common stock are being offered by the selling stockholders
identified in this prospectus. InfoCure Corporation issued the shares to the
selling stockholders in connection with acquisitions and a financing. See
"Issuance of Common Stock to Selling Stockholders." The selling stockholders may
sell these shares from time to time on the over-the-counter market in regular
brokerage transactions, in transactions directly with market makers or in
certain privately negotiated transactions. For additional information on the
methods of sale, you should refer to the section entitled "Plan of
Distribution." InfoCure will not receive any portion of the proceeds from the
sale of these shares. Each of the selling stockholders may be deemed to an be
"Underwriter," as that term is defined in the Securities Act of 1933, as
amended. InfoCure Corporation's common stock is traded on the Nasdaq Stock
Market under the symbol "INCX."
Investing in the common stock involves certain risks. See "Risk Factors"
beginning on page 2.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities, or determined if
this prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.
The date of this prospectus is September 24, 1999
<PAGE>
TABLE OF CONTENTS
<TABLE>
<S> <C>
Incorporation of Certain Documents By Reference................................................. i
Where You Can Find More Information............................................................. ii
InfoCure Summary................................................................................ 1
Risk Factors.................................................................................... 2
Forward Looking Statements...................................................................... 4
Use of Proceeds................................................................................. 5
InfoCure Background............................................................................. 5
Issuance of Common Stock to Selling Stockholders................................................ 6
Plan of Distribution............................................................................ 6
Selling Stockholders............................................................................ 8
Legal Matters................................................................................... 9
Experts......................................................................................... 9
</TABLE>
InfoCure has not authorized any dealer, salesperson or other person to
give any information or represent anything not contained in this prospectus. You
should not rely on any unauthorized information. This prospectus does not offer
to sell or buy any shares in any jurisdiction in which it is unlawful. The
information in this prospectus is current as of the date on the cover.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
This prospectus is part of a registration statement on Form S-3 that
InfoCure filed with the Securities and Exchange Commission. This prospectus does
not contain all the information in that registration statement. For further
information with respect to InfoCure and the securities offered by this
prospectus, you should review the registration statement. You can obtain the
registration statement from the SEC and the Nasdaq Stock Market at the public
reference facilities we refer to below.
The SEC allows InfoCure to "incorporate by reference" information into
this prospectus. This means that InfoCure may refer you to important information
about InfoCure provided in other documents on file with the SEC. The information
incorporated by reference is considered to be part of this prospectus, unless
that information has been updated in this prospectus. In addition, InfoCure may,
from time to time, update information contained in this prospectus or in another
document that is incorporated by reference. Whenever InfoCure files a document
with the SEC that updates information in this prospectus or in any other
document incorporated by reference, the new information will be considered to
replace the old information. Any statement in this document that is subsequently
updated will no longer be considered a part of this prospectus.
The following documents are incorporated by reference into this
prospectus:
<TABLE>
<CAPTION>
Filing Period
-------- --------
<S> <C>
Annual Report on Form 10-KSB........................................................ Year Ended December 31, 1998
Current Report on Form 8-K (relating to the RADMAN
acquisition)...................................................................... Dated January 6, 1999
Registration Statement on Form 8-A (with respect to the
description of the common stock contained therein)................................ Filed on January 28, 1999
Current Report on Form 8-K (relating to the
OMSystems merger)................................................................. Dated February 9, 1999
Registration Statement on Form S-3 (with respect
to a public offering of an aggregate of
3,759,000 common shares).......................................................... Declared effective on April 21, 1999
Quarterly Report on Form 10-Q....................................................... Quarter Ended March 31, 1999
Quarterly Report on Form 10-Q....................................................... Quarter Ended June 30, 1999
Current Report on Form 8-K (containing Supplemental
Financial Statements)............................................................. Dated September 24, 1999
</TABLE>
i
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All documents filed by InfoCure pursuant to Section 13(a), 13(c), 14
or 15(d) of the Securities Exchange Act of 1934 after the date of the
registration statement containing this prospectus are also incorporated by
reference into this prospectus as of the date such documents are filed with the
SEC.
On request, InfoCure will provide, at no cost to each person who
receives a copy of this prospectus, a copy of any or all of the documents
incorporated by reference into this prospectus. InfoCure will not provide
exhibits to any of such documents, however, unless such exhibits are
specifically incorporated by reference into this prospectus. Written or
telephonic requests for such copies should be addressed to InfoCure's principal
executive offices, attention: Sue Griffen, 1765 The Exchange, Suite 500,
Atlanta, Georgia 30339, telephone number (770) 221-9990.
WHERE YOU CAN FIND MORE INFORMATION
InfoCure files reports, proxy statements and other information with
the SEC. InfoCure has filed with the SEC a registration statement on Form S-3
under the Securities Act of 1933, as amended, to register the offering of the
shares of common stock offered hereby. This prospectus, which constitutes a part
of the registration statement, does not contain all of the information set forth
in the registration statement. Prospective investors may read and copy the
registration statement and its exhibits and schedules without charge at the
Public Reference Room maintained by the SEC at 450 Fifth Street, N.W.,
Washington, D.C. 20549. Prospective investors may obtain information on the
operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. In
addition, InfoCure is required to file electronic versions of these documents
with the SEC through the SEC's Electronic Data Gathering, Analysis, and
Retrieval (EDGAR) system. The SEC maintains a World Wide Web site at
http://www.sec.gov that contains reports, proxy and information statements and
other information regarding registrants that file electronically with the SEC.
ii
<PAGE>
INFOCURE SUMMARY
This summary highlights information contained elsewhere in this
prospectus. It is not complete and may not contain all of the information that
you should consider before investing in our common stock.
We are a leading national provider of healthcare practice management
software products and services in targeted specialty markets. Our wide range of
practice management software automates the administrative, financial and
clinical information management functions for doctors, dentists and other
healthcare practitioners. We also provide our customers with ongoing maintenance
and support, training, electronic data interchange services and electronic
commerce services. These products and services are designed to increase the
quality and reduce the cost of providing care by enabling physicians to manage
their practices more efficiently. As of September 15, 1999, approximately 13,000
customer sites had installed InfoCure systems. These sites represent
approximately 75,000 healthcare providers, and we have systems installed in all
50 states. Our goal is to become the leading provider of practice management
systems to targeted healthcare practice specialties, including:
. anesthesiology . oral and maxillofacial surgery . podiatry
. dermatology . orthodontics . radiology
. emergency medicine . pathology
Our principal offices are located at 1765 The Exchange, Suite 500,
Atlanta, Georgia 30339, and our telephone number is (770) 221-9990.
1
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RISK FACTORS
You should carefully consider the following factors and other
information in this prospectus before deciding to purchase shares of our common
stock.
Failure to Successfully Integrate Acquisitions and Reduce Our Operating Expenses
Could Adversely Affect Our Future Financial Results
The successful integration of the businesses we acquire is critical to
our future success. Integrating the management and operations of the businesses
we acquire is time consuming, and we cannot guarantee that we will achieve any
of the anticipated synergies and other benefits expected to be realized from the
acquisitions, including those reflected in our unaudited pro forma combined
financial data. We may face any one or more of the following difficulties:
. difficulty integrating the financial, operational and administrative
functions of acquired businesses;
. difficulty integrating the products of acquired businesses;
. delays in realizing the benefits of our strategies for an acquired
business;
. diversion of management's attention from our existing operations;
. difficulty operating in markets in which we have little prior experience;
. inability to retain key employees necessary to continue the operations of
the acquired businesses; or
. acquiring businesses with unknown liabilities, problems related to the year
2000, software bugs or adverse litigation and claims.
Any failure to successfully integrate our acquisitions and reduce
their operating expenses could have a material adverse effect on our future
financial results and could negatively impact our ability to acquire other
businesses or otherwise execute our business strategy.
We May Face Claims Related to Year 2000 Problems With Our Products Which May
Result in Significant Costs and Uncertainties
Many installed computer systems and software products are designed to
accept and process year codes with only two digits in their date fields. These
systems and products may not operate properly when required to distinguish dates
occurring on or after January 1, 2000 from dates in the 1900's. If our software
products are not able to make this distinction, our customers may make claims
against us which may result in significant costs and uncertainty.
We believe we have identified most of our year 2000 readiness issues.
We have concluded tests for substantially all of our products that we will
continue to sell or support. We have determined that a majority of these
products are ready for the year 2000. With respect to the rest of the products
that we will continue to sell or support, we believe that we can modify these
products so that they will be ready for the year 2000 by September 30, 1999, but
we cannot guarantee that they will be. We could experience delays or failures in
developing or implementing the required modifications. For older products that
we no longer sell or support, we have attempted to notify all known users of
these products that these products generally are not ready for the year 2000 and
that we have no plans to make them ready for the year 2000. We cannot guarantee
that we will be able to contact all such users.
2
<PAGE>
As part of our effort to make our products ready for the year 2000 and
to help our customers make their systems that use our products ready for the
year 2000, we have offered our customers various alternative forms of products
and assistance, including year 2000 information and diagnostic tools, software
patches, product upgrades and replacement products. We cannot guarantee that
these tools, patches, upgrades or replacement products will solve all material
year 2000 problems with our products or our customers' systems. In addition, we
cannot guarantee that claims will not be brought against us alleging that we
harmed customers by failing to provide all of the information, tools, patches,
upgrades or replacement products required to solve all material year 2000
readiness problems.
We May Have Difficulties Managing Our Growth and Hiring Qualified Employees
Our growth places a significant strain on our management and operations.
Our future growth will depend, in part, on our ability to implement and expand
financial control systems, train and manage our employee base and provide
support and services to an increasing customer base. Key personnel have recently
joined InfoCure, and none of our officers has had significant experience in
managing a large, public company. Our success is dependent to a significant
degree on our ability to hire, retain and motivate sales, marketing and
technical employees. We believe that there is a shortage of, and significant
competition for, personnel with the advanced technological, managerial and
marketing skills necessary in our business. Our ability to implement our growth
strategy could be adversely affected by an inability to hire and maintain
additional qualified personnel.
Our Growth May Be Limited by Difficulties Implementing Our Acquisition Strategy
We intend to pursue acquisitions of businesses, product lines and
technologies that are complementary to our business. Our ability to grow through
acquisitions will be limited by:
. lack of suitable acquisition candidates at acceptable acquisition
prices;
. lack of capital to complete acquisitions; and
. a material decline in the market value of our common stock; or
. increased competition for acquisition candidates.
Any one of these risks could limit our growth and have a material adverse
effect on our business.
We Expect to Need Additional Capital for Acquisitions and We Cannot Guarantee
That This Capital Will Be Available To Us
We expect to finance future acquisitions, if any, through cash from
operations, our credit facility or other indebtedness, issuances of common stock
or other securities, or any combination of these sources. We cannot guarantee
that capital will be available on terms acceptable to us, or at all.
Our Success Depends on Our Key Executives and the Loss of Any of Our Executives
Could Adversely Affect Our Future Results
Our business depends on the continued efforts of our Chief Executive
Officer, Frederick L. Fine, and our Executive Vice President, James K. Price. If
either of these persons becomes unable or unwilling to continue his role with
us, or if we are unable to attract or retain other qualified employees, future
results could be adversely impacted. Although we have entered into employment
agreements with
3
<PAGE>
Messrs. Fine and Price and other key executives, we cannot guarantee that any
individual will continue in his present capacity with us for any particular
period of time.
The Consolidation of the Healthcare Industry Could Adversely Affect Our Future
Results
Many healthcare providers are consolidating into larger practice groups
with greater market presence. As a result, these providers have greater
bargaining power which may lead to declining prices for our products. This could
have an adverse effect on our future results. In addition, the consolidation of
smaller practice groups may require the resulting larger group to unify its
practice management systems. We believe that once a healthcare provider has
chosen a particular practice management systems vendor, it will rely on that
vendor for its future practice management systems requirements. Thus, the vendor
with the broadest market share will have a competitive advantage as
consolidation continues. An inability to make initial sales of practice
management systems to healthcare providers prior to consolidation or to maintain
our existing customer base subsequent to consolidation may have a material
adverse effect on future results.
FORWARD-LOOKING STATEMENTS
Some of the statements contained in this prospectus contain forward-
looking information. These statements are found in the sections entitled
"Prospectus Summary" and "Risk Factors." They include statements concerning:
. our growth and operating strategy; and
. trends in our industry and in healthcare generally.
You can identify these statements by forward-looking words such as
"expect," "believe," "goal," "plan," "intend," "estimate," "may" and "will" or
similar words. You should be aware that those statements are subject to known
and unknown risks, uncertainties and other factors, including those discussed in
the section entitled "Risk Factors," that could cause the actual results to
differ materially from those suggested by the forward-looking statements.
4
<PAGE>
USE OF PROCEEDS
The proceeds from the sale of the common stock offered pursuant to this
prospectus are solely for the account of the selling stockholders identified
herein. Accordingly, InfoCure will not receive any proceeds from the sale of
the shares from the selling stockholders.
INFOCURE BACKGROUND
Background
InfoCure was incorporated in Delaware in November 1996. Prior to July 10,
1997, InfoCure conducted no significant operations and generated no revenue.
InfoCure organized its business by combining the operations of six companies
acquired on July 10, 1997. On July 10, 1997, InfoCure also completed its
initial public offering of 2.8 million shares of common stock at a price to the
public of $2.75 per share, resulting in net proceeds to InfoCure of
approximately $6.0 million. On April 27, 1999, InfoCure completed an
underwritten public offering of 6.0 million shares of common stock at a price to
the public of $13.00 per share, resulting in net proceeds to InfoCure of
approximately $73.3 million. On August 19, 1999, InfoCure effected a two-for-
one stock split in the form of a stock dividend to holders of its common stock
of record on August 5, 1999. Unless otherwise stated, all share and per share
information in this prospectus reflects the stock split.
Acquisitions
Since July 10, 1997, InfoCure has acquired the following 16 companies:
<TABLE>
<CAPTION>
Effective Type of
Name of Acquired Company Date Acquisition
------------------------ ---------- --------------
<S> <C> <C>
SoftEasy Software, Inc............................... 09/30/1997 Stock Purchase
Commercial Computers, Inc............................ 10/01/1997 Asset Purchase
Professional On-Line Computer, Inc................... 10/01/1997 Asset Purchase
Pace Financial Corporation........................... 11/01/1997 Stock Purchase
OPMS, the orthodontic business unit of Halis
Services, Inc...................................... 12/01/1997 Asset Purchase
Medical Software Integrators, Inc.................... 01/01/1998 Stock Purchase
Micro-Software Designs, Inc.......................... 01/01/1998 Asset Purchase
The Healthcare Systems Division of The Reynolds and
Reynolds Company................................... 10/23/1998 Asset Purchase
Radiology Management Systems, Inc. (RADMAN).......... 12/23/1998 Merger
Macon Systems Management, LLC........................ 02/12/1999 Merger
OMSystems, Inc....................................... 02/18/1999 Merger
Phynet Corporation................................... 04/30/1999 Asset Purchase
Strategicare, Inc. and its wholly owned subsidiary
Disc Computer Systems, Inc......................... 05/31/1999 Stock Purchase
Ardsley M.I.S., Inc. d/b/a Glentec Business
Computers, Inc..................................... 08/17/1999 Merger
Medfax Corporation................................... 08/30/1999 Merger
Scientific Data Management, Inc...................... 08/31/1999 Merger
</TABLE>
In addition, InfoCure has signed an agreement to merge with Datamedic
Holding Corp. in a transaction that is expected to close on or about November
30, 1999.
5
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ISSUANCE OF COMMON STOCK TO SELLING STOCKHOLDERS
The selling stockholders received their shares of common stock in
transactions with InfoCure as follows:
. 339,995 shares of common stock offered hereby were issued in connection with
the acquisition and mergers consummated since April 30, 1999;
. 75,758 shares of common stock offered hereby were issued upon the conversion
of convertible notes issued in connection with the acquisition of KComp
Management Systems, Inc. in July 1997; and
. 20,496 shares of common stock offered hereby were issued in connection with
a private placement to an institutional investor.
PLAN OF DISTRIBUTION
Shares of common stock covered hereby may be offered and sold from time to
time by the selling stockholders or their pledgees, donees, transferees, and
other successors in interest. The selling stockholders will act independently of
InfoCure in making decisions with respect to the timing, manner and size of each
sale. The selling stockholders may sell the shares offered hereby in the
following ways:
. on the Nasdaq Stock Market, the over-the-counter market or otherwise at
prices and at terms then prevailing or at prices related to the then
current market price; or
. in private sales at negotiated prices directly or through a broker or
brokers, who may act as agent or as principal or by a combination of
such methods of sale.
The selling stockholders and any underwriter, dealer or agent who
participate in the distribution of such shares may be deemed to be
"underwriters" under the Securities Act, and any discount, commission or
concession received by such persons might be deemed to be an underwriting
discount or commission under the Securities Act. InfoCure has agreed to
indemnify the selling stockholders against certain liabilities arising under the
Securities Act.
Any broker-dealer participating in such transactions as agent may receive
commissions from the selling stockholders (and, if acting as agent for the
purchaser of such shares, from such purchaser). Usual and customary brokerage
fees will be paid by the selling stockholders. Broker-dealers may agree with the
selling stockholders to sell a specified number of shares at a stipulated price
per share, and, to the extent such a broker-dealer is unable to do so acting as
agent for the selling stockholders, to purchase as principal any unsold shares
at the price required to fulfill the broker-dealer commitment to the selling
stockholders. Broker-dealers who acquire shares as principals may thereafter
resell such shares from time to time in transactions (which may involve crosses
and block transactions and which may involve sales to and through other broker-
dealers, including transactions of the nature described above) in the over-the-
counter market, in negotiated transactions or by a combination of such methods
of sale or otherwise at market prices prevailing at the time of sale or at
negotiated prices, and in connection with such resales may pay to or receive
from the purchasers of such shares commissions computed as described above.
InfoCure has advised the selling stockholders that the anti-manipulation
rules under the Securities Exchange Act of 1934, as amended, may apply to sales
of their shares in the market and to the activities of the selling stockholders
and their affiliates. The selling stockholders have advised InfoCure that during
6
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such time as the selling stockholders may be engaged in the attempt to sell
shares registered hereunder, they will:
. not engage in any stabilization activity in connection with any of
InfoCure's securities;
. not bid for or purchase any of InfoCure's securities or any rights to
acquire Infocure's securities, or attempt to induce any person to
purchase any of InfoCure's securities or rights to acquire InfoCure's
securities other than as permitted under the Exchange Act;
. not effect any sale or distribution of their shares until after the
prospectus shall have been appropriately amended or supplemented, if
required, to set forth the terms thereof; and
. effect all sales of shares in broker's transactions through broker-
dealers acting as agents, in transactions directly with market makers,
or in privately negotiated transaction where no broker or other third
party (other than the purchaser) is involved.
The selling stockholders may indemnify any broker-dealer that participates
in transactions involving the sale of their shares against certain liabilities,
including liabilities arising under the Securities Act. Any commissions paid or
any discounts or concessions allowed to any such broker-dealers, and any profits
received on the resale of such shares, may be deemed to be underwriting
discounts and commissions under the Securities Act if any such broker-dealers
purchase shares as principal.
In order to comply with the securities laws of certain states, if
applicable, InfoCure's common stock 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 such shares have been registered
or qualified for sale in the applicable state or an exemption from the
registration or qualification requirement is available and is complied with.
InfoCure has agreed to use its best efforts to maintain the effectiveness
of this registration statement with respect to the shares of common stock
offered hereunder by the selling stockholders until the earlier of the sale of
such shares or the first anniversary of the date of this prospectus. No sales
may be made pursuant to this prospectus after such date unless InfoCure amends
or supplements this prospectus to indicate that it has agreed to extend such
period of effectiveness. There can be no assurance that the selling stockholders
will sell all or any of the shares of common stock offered hereunder.
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SELLING STOCKHOLDERS
All of the shares of common stock registered for sale pursuant to this
prospectus will be owned immediately after registration by the selling
stockholders. None of the selling stockholders is a director or executive
officer of InfoCure. Certain selling stockholders may be non-officer employees
of InfoCure. The following table sets forth certain information known to
InfoCure with respect to beneficial ownership of InfoCure's common stock as of
August 31, 1999 by each selling stockholder. The following table assumes that
the selling stockholders sell all of the shares. Since each selling stockholder
may choose not to sell his or her shares, InfoCure is unable to state the exact
number of shares that actually will be sold.
Information with respect to "beneficial ownership" shown in the below above
is based on information supplied by the respective beneficial owner or by other
stockholders as well as filings made with the SEC or furnished to InfoCure. For
purposes of calculating the percentage beneficially owned, the shares of common
stock deemed outstanding include:
. 28,518,678 shares outstanding as of September 15, 1999; and
. shares issuable by InfoCure pursuant to options, warrants and
convertible securities held by the respective person which may be
exercised or converted within 60 days following the date of this
prospectus ("Presently Exercisable Options").
The shares outstanding exclude 95,000 shares that are issuable upon the
attainment of vesting goals applicable to restricted stock awards.
Presently Exercisable Options are deemed to be outstanding and to be
beneficially owned by the person holding such options for the purpose of
computing the percentage ownership of such person or but are not treated as
outstanding for the purpose of computing the percentage ownership of any other
person. Unless otherwise specified, the mailing address of each beneficial owner
is c/o InfoCure Corporation, 1765 The Exchange, Suite 500, Atlanta, Georgia
30339.
<TABLE>
<CAPTION>
Common
Common Stock Stock to
Beneficially Owned be Sold Common Stock
Prior to the in the Beneficially Owned
Offering Offering After the Offering
---------------- -------- ------------------
Name and Address of Beneficial Owner Shares Percentage Shares Shares Percentage
- ------------------------------------ ------ ---------- ------ ------ ----------
<S> <C> <C> <C> <C> <C>
Bourne, Craig (1).............................. 68,674 * 36,098 32,576 *
Crescent International Limited (2)............. 414,492 1.4% 20,496 393,996 1.4%
Habermeier, Hans K............................. 235,089 * 78,363 156,726 *
Hafner, Joseph V............................... 209,816 * 104,508 105,308 *
Kloner, Marc (3)............................... 475,000 1.7 21,436 453,564 1.6
Mayne, John.................................... 18,224 * 18,224 - -
Runde, Robert C................................ 311,569 1.1 103,856 207,713 *
Weintraub, Richard............................. 149,675 * 49,892 99,783 *
Weisman, Scott................................. 3,376 * 3,376 - -
-------
Total................................... 436,249
=======
</TABLE>
_______________________
* Less than one percent.
(1) Includes 1,000 shares issuable upon the exercise of Presently Exercisable
Options.
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(2) Includes 200,000 shares issuable upon the exercise of a warrant at an
exercise price of $11.50 per share. The address for Crescent International
Limited is c/o Greenlight (Switzerland) SA, AV Louis-Casai, P.O. Box 42,
1216, Geneva Cointrin Switzerland
(3) Includes 5,000 shares issuable upon the exercise of Presently Exercisable
Options.
LEGAL MATTERS
The validity of the issuance of the shares of the common stock offered
hereby will be passed upon for InfoCure and the Selling Stockholders by Morris,
Manning & Martin, L.L.P., Atlanta, Georgia. Employees of Morris, Manning &
Martin, L.L.P. own an aggregate 121,100 shares of InfoCure's common stock.
EXPERTS
The consolidated financial statements of InfoCure incorporated by reference
in this prospectus have been audited by BDO Seidman, LLP, independent certified
public accountants, to the extent and for the periods as set forth in their
reports incorporated herein by reference, and are incorporated herein in
reliance upon such reports given upon the authority of said firm as experts in
accounting and auditing.
The financial statements of The Healthcare Systems Division of the Reynolds
and Reynolds Company incorporated by reference in this prospectus from InfoCure
Corporation's Registration statement on Form S-3 (with respect to a public
offering of an aggregate of 3,759,000 common shares), effective April 21, 1999,
have been audited by Deloitte & Touche LLP, independent auditors, as stated in
their report, which is incorporated herein by reference, and have been so
incorporated in reliance upon the report of such firm given upon their authority
as experts in accounting and auditing.
9
<PAGE>
PART II
Item 14. Other Expenses of Issuance and Distribution
<TABLE>
<S> <C>
Securities and Exchange Commission registration fee.......... $ 2,202
Accountants' fees and expenses............................... 8,000
Legal fees and expenses...................................... 10,000
Miscellaneous................................................ 5,000
-------
Total Expenses.............................................. $25,202
</TABLE>
All fees other than the SEC registration fee are estimated. None of the
expenses of the issuance and distribution of the common stock being offered will
be borne by the selling stockholders.
Item 15. Indemnification of Directors and Officers
InfoCure's Bylaws effectively provide that InfoCure shall, to the full
extent permitted by Section 145 of the General Corporation Law of the State of
Delaware, as amended from time to time ("Section 145"), indemnify all persons
whom it may indemnify pursuant thereto. In addition, InfoCure's Certificate of
Incorporation eliminates personal liability of its directors to the full extent
permitted by Section 102(b)(7) of the General Corporation Law of the State of
Delaware, as amended from time to time ("Section 102(b)(7)").
Section 145 permits a corporation to indemnify its directors and officers
against expenses (including attorney's fees), judgments, fines and amounts paid
in settlements actually and reasonably incurred by them in connection with any
action, suit, or proceeding brought by a third party of such directors or
officers 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, indemnification may be made only for expenses
actually and reasonably incurred by directors and officers 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 interest 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 officers or directors are reasonably entitled to indemnity for such
expenses despite such adjudication of liability.
Section 102(b)(7) provides that a corporation may eliminate or limit the
personal liability of a director to the corporation or its stockholders for
monetary damages for breach of fiduciary duty as a director, provided that such
provision shall not eliminate or limit the liability of a director (i) for any
breach of the director's duty of loyalty to the corporation or its stockholders,
(ii) for acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law, (iii) for willful or negligent conduct
in paying dividends or repurchasing stock out of other than lawfully available
funds or (iv) for any transaction from which the director derived an improper
benefit. No such provision shall eliminate or limit the liability of a director
for any act or omission occurring prior to the date when such provision becomes
effective.
II-1
<PAGE>
Item 16. Exhibits
Exhibit
Number Description
------ -----------
3.1 Amended Certificate of Incorporation of InfoCure (incorporated by
reference to Exhibit 4.1 filed with InfoCure's Registration
Statement on Form S-8) (Registration No. 333-74773).
3.2 Amended and Restated Bylaws of InfoCure (incorporated by
reference to Exhibit of the same number filed with InfoCure's
Registration Statement on Form S-3) (Registration No. 333-71109).
4.1 See Exhibits 3.1 and 3.2 for provisions of the Amended
Certificate of Incorporation and Bylaws of InfoCure defining
rights of the holders of common stock of InfoCure.
4.2 Specimen Certificate of shares of common stock (incorporated by
reference to Exhibit of the same number filed with InfoCure's
Registration Statement on Form SB-2) (Registration No. 333-
18923).
5.1 Opinion of Morris, Manning & Martin, L.L.P., counsel to InfoCure,
as to legality of the shares being registered.
23.1 Consent of BDO Seidman, LLP
23.2 Consent of Deloitte & Touche LLP
23.3 Consent of Morris, Manning & Martin, L.L.P. (included in Exhibit
5.1)
24.1 Powers of Attorney (included on signature page)
Item 17. Undertakings
(a) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(b) 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.
II-2
<PAGE>
(c) The undersigned registrant hereby undertakes that:
(i) For purposes of determining any liability under the
Securities Act, the information omitted from the form of prospectus filed as
part of this registration statement in reliance upon Rule 430A and contained in
the form of prospectus filed by the Registrant pursuant to Rule 424(b)(1) or (4)
or 497(h) under the Securities Act shall be deemed to be part of this
registration statement as of the time it was declared effective.
(ii) For purposes of determining any liability under the
Securities Act, each post-effective amendment that contains a form of prospectus
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.
II-3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant 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 registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Atlanta, State of Georgia on the 24nd day of
September, 1999.
INFOCURE CORPORATION
/s/ Frederick L. Fine
-------------------------------------
By: Frederick L. Fine
---------------------------------
President and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Frederick L. Fine, Richard E. Perlman and James
K. Price, and each of them, his true and lawful attorneys-in-fact and agents,
with full power of substitution and resubstitution for him and in his name,
place and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this Registration Statement, and any
subsequent registration statements pursuant to Rule 462 of the Securities Act
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and necessary to be done
in and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that each of said
attorney-in-fact or his substitute or substitutes, may lawfully do or cause to
be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this registration statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------------------------- ------------------------------------------------ ------------------
<S> <C> <C>
/s/ Frederick L. Fine President, Chief Executive September 24, 1999
----------------------- Officer and Director
Frederick L. Fine (Principal Executive Officer)
/s/ James K. Price Executive Vice President, September 24, 1999
----------------------- Secretary and Director
James K. Price
/s/ Richard E. Perlman Chairman, Treasurer and September 24, 1999
----------------------- Director
Richard E. Perlman
/s/ James A. Cochran Senior Vice President--Finance September 24, 1999
----------------------- and Chief Financial Officer
James A. Cochran (Principal Financial Officer)
/s/ Michael E. Warren Vice President and Director September 24, 1999
-----------------------
Michael E. Warren
/s/ Gary W. Plumer Vice President--Finance, Assistant Secretary and September 24, 1999
----------------------- Assistant Treasurer (Principal
Gary W. Plumer Accounting Officer)
/s/ James D. Elliot Director September 24, 1999
-----------------------
James D. Elliot
/s/ Raymond H. Welsh Director September 24, 1999
-----------------------
Raymond H. Welsh
</TABLE>
<PAGE>
EXHIBIT 5.1
September 24, 1999
InfoCure Corporation
1765 The Exchange, Suite 450
Atlanta, Georgia 30339
Re: Registration Statement on Form S-3
Ladies and Gentlemen:
We have acted as counsel for InfoCure Corporation, a Delaware corporation
(the "Company"), in connection with the proposed issuance and sale of the
Company's Common Stock (the "Shares") as described in the Company's Registration
Statement on Form S-3 (the "Registration Statement") filed on the date hereof
with the Securities and Exchange Commission under the Securities Act of 1933, as
amended (the "Act"), all of which are to be sold by the selling shareholders
named in the registration statement.
This opinion is being furnished in accordance with the requirements of
Item 16 of Form S-3 and Item 601(b)(5)(i) of Regulation S-K.
We have reviewed the Company's certificate of incorporation and the
corporate proceedings taken by the Company in connection with the registration
of the sale of the Shares by the selling stockholders. Based on such review and
assuming the Registration Statement becomes and remains effective, and all
applicable state and federal laws are complied with, we are of the opinion that
the Shares have been duly authorized, validly issued, fully paid and
nonassessable shares of the Common Stock of the Company.
We consent to the filing of this opinion letter as Exhibit 5.1 to the
Registration Statement and to the reference to this firm under the caption
"Legal Matters" in the prospectus which is part of the Registration Statement.
In giving this consent, we do not thereby admit that we are within the category
of persons whose consent is required under Section 7 of the Act, the rules and
regulations of the Securities and Exchange Commission promulgated thereunder, or
Item 509 of Regulation S-K.
<PAGE>
This opinion letter is rendered as of the date first written above and we
disclaim any obligation to advise you of facts, circumstances, events or
developments which hereafter may be brought to our attention and which may
alter, affect or modify the opinion exprssed herein. Our opinion is expressly
limited to the matters set forth above and we render no opinion, whether by
implication or otherwise, as to any other matters relating to the Company or the
Shares.
Very truly yours,
MORRIS, MANNING & MARTIN, LLP
/s/ Morris, Manning & Martin, L.L.P.
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT
CERTIFIED PUBLIC ACCOUNTANTS
InfoCure Corporation
Atlanta, Georgia
We hereby consent to the incorporation by reference in the Prospectus
constituting a part of this Registration Statement on Form S-3 of our report
dated February 5, 1999, relating to the financial statements of OMSystems, Inc.
for the year ended December 31, 1998, our report dated February 19, 1999,
relating to the consolidated financial statements of InfoCure Corporation and
subsidiaries appearing in the Company's Annual Report on Form 10-K for the year
ended December 31, 1998 and our report dated September 20, 1999, relating to the
supplemental consolidated financial statements of InfoCure Corporation and
subsidiaries appearing in the Company's Current Report on Form 8-K dated
September 24, 1999.
We also consent to the reference to us under the caption "Experts" in the
Prospectus.
/s/ BDO Seidman, LLP
--------------------
BDO Seidman, LLP
Atlanta, Georgia
September 24, 1999
<PAGE>
EXHIBIT 23.2
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
InfoCure Corporation on Form S-3 of our report dated January 15, 1999, (relating
to the Healthcare Systems Division of the Reynolds and Reynolds Company)
appearing in the Registration Statement of InfoCure Corporation on Form S-3,
effective April 21, 1999, and to the reference to us under the heading "Experts"
in this Prospectus, which is part of this Registration Statement.
/s/ Deloitte & Touche LLP
- -------------------------
DELOITTE & TOUCHE LLP
Dayton, Ohio
September 22, 1999
