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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[X] Preliminary Proxy Statement [_] CONFIDENTIAL, FOR USE OF THE
COMMISSION ONLY (AS PERMITTED BY
RULE 14A-6(E)(2))
[_] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
INFOCURE CORPORATION
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(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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INFOCURE CORPORATION
1765 THE EXCHANGE
SUITE 450
ATLANTA, GEORGIA 30339
________________________________________
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD ON FEBRUARY ___, 1999
________________________________________
TO THE STOCKHOLDERS OF INFOCURE CORPORATION:
Notice is hereby given that a Special Meeting of Stockholders of InfoCure
Corporation will be held on ___________, February ___, 1999 at 10:00 a.m. local
time, at Atlanta, Georgia, to consider and act upon the following matters:
1. To approve an amendment to InfoCure's Certificate of Incorporation to
increase the number of authorized shares of common stock, par value
$.001 per share, from 15,000,000 shares to 200,000,000 shares.
2. To transact such other business as may properly come before the
meeting or any adjournment of the meeting.
Stockholders of record at the close of business on February 1, 1999 will be
entitled to notice of and to vote at the meeting or any adjournment thereof.
All stockholders are cordially invited to attend the meeting.
By Order of the Board of Directors,
James K. Price
Executive Vice President and Secretary
February 1, 1999
Atlanta, Georgia
WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING, PLEASE COMPLETE, DATE AND SIGN
THE ENCLOSED PROXY AND MAIL IT PROMPTLY IN THE ENCLOSED ENVELOPE IN ORDER TO
ASSURE YOUR REPRESENTATION AT THE MEETING. NO POSTAGE NEED BE AFFIXED IF MAILED
IN THE UNITED STATES. IN THE EVENT YOU ARE ABLE TO ATTEND THE MEETING, YOU MAY
REVOKE YOUR PROXY AND VOTE YOUR SHARES IN PERSON. PLEASE NOTE, HOWEVER, THAT IF
YOUR SHARES ARE HELD OF RECORD BY A BROKER, BANK OR OTHER NOMINEE AND YOU WISH
TO VOTE AT THE MEETING, YOU MUST OBTAIN FROM THE RECORD OWNER A PROXY IN YOUR
NAME.
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INFOCURE CORPORATION
1765 THE EXCHANGE
SUITE 450
ATLANTA, GEORGIA 30339
________________________________________
PROXY STATEMENT FOR SPECIAL MEETING OF STOCKHOLDERS
To Be Held on February ___, 1999
_______________________________________
GENERAL
This Proxy Statement and the enclosed proxy are furnished on behalf of the
Board of Directors of InfoCure Corporation, a Delaware corporation for use at a
Special Meeting of Stockholders to be held on February ___, 1999 at 10:00 a.m.
local time (the "Special Meeting") or at any adjournment or postponement of that
meeting, for the purposes set forth herein and in the accompanying Notice of
Special Meeting. The Special Meeting will be held at the offices of InfoCure,
1765 The Exchange, Suite 450, Atlanta, Georgia. InfoCure intends to mail this
Proxy Statement and the accompanying proxy card on or about February 1, 1999 to
all stockholders entitled to vote at the Special Meeting. All proxies will be
voted in accordance with stockholder's instructions indicated by the selection
set forth on the proxy card. If a stockholder does not select a choice, the
proxy will be voted in favor of the proposal set forth in the accompanying
Notice of Meeting. Any proxy may be revoked by a stockholder at any time before
it is exercised by giving written notice to that effect to the Secretary of
InfoCure.
As used in this Proxy Statement, the term "InfoCure" refers to InfoCure
Corporation and its subsidiaries, unless the context otherwise requires.
STOCKHOLDERS ENTITLED TO VOTE
The Board of Directors has fixed February 1, 1999 as the record date for
determining stockholders who are entitled to vote at the meeting. At the close
of business on February 1, 1999, there were outstanding and entitled to vote
7,432,224 shares of common stock of InfoCure, par value $.001 per share and
850,060 shares of Convertible, Redeemable Preferred Stock, Series A, par value
$.001 per share (the "Series A Preferred"). Each stockholder of record on such
date will have one vote for each share of common stock and 1.18 votes for each
share of Series A Preferred.
Holders of common stock have 88% of the general voting power; holders of
Series A Preferred have the remaining 12% of the general voting power. Holders
of common stock and holders of Series A Preferred Stock will vote together on
the matters to be voted upon at the Special Meeting.
The holders of a majority of the total shares of common stock entitled to
vote on the record date, whether present at the Special Meeting, or represented
by proxy, will constitute a quorum for the transaction of business at the
Special Meeting. The shares held by each stockholder who (i) signs and returns
the enclosed form of proxy or (ii) submits a proxy over the telephone according
to the enclosed instructions, will be counted for the purposes of determining
the presence of a quorum at the Special Meeting, whether or not the stockholder
abstains on the matter to be acted on at the Special Meeting. Broker non-votes
will also be counted toward fulfillment of quorum requirements. A broker non-
vote occurs when a nominee holding shares for a beneficial owner does not vote
on a particular proposal because the nominee does not have discretionary voting
power with respect to that proposal and has not received instructions from the
beneficial owner.
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SOLICITATION
InfoCure will bear the entire cost of solicitation of proxies, including
preparation, assembly, printing and mailing of this Proxy Statement and the
accompanying proxy card. Copies of solicitation materials will be furnished to
banks, brokerage houses, fiduciaries and custodians holding in their names
shares of common stock beneficially owned by others to forward to such
beneficial owners. InfoCure may reimburse persons representing beneficial
owners of common stock for their costs of forwarding solicitation materials to
such beneficial owners.
STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth, as of February 1, 1999, the beneficial
ownership of InfoCure's outstanding common stock and preferred stock of (i) each
person known by InfoCure to own beneficially more than 5% of InfoCure's
outstanding common stock or preferred stock, (ii) the Chief Executive Officer
and the next four most highly compensated executive officers of InfoCure, (iii)
each director of InfoCure, and (iv) all executive officers and directors as a
group:
<TABLE>
<CAPTION>
Common Stock Beneficially Preferred Stock
Owned(1) Beneficially Owned(1)
----------------------------- ------------------------------
Number of
Number of Percentage Shares of Percentage
Name and Address of Shares of of Preferred of
Beneficial Owners Common Stock Class Stock Class
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<S> <C> <C> <C> <C>
Norson's International LLC (2)............... 385,027 5.2% -- --
William Herbert Hunt Trust Estate (3)........ 548,932 7.1 268,440 31.6%
Crescent International Limited (4)........... 541,413 7.3 -- --
Frederick L. Fine (5)........................ 510,218 6.8 -- --
James K. Price (6)........................... 510,300 6.8 -- --
Richard E. Perlman (7)....................... 337,055 4.5 -- --
Michael E. Warren (8)........................ 84,192 1.1 -- --
James D. Elliott (9)......................... 28,886 * -- --
Raymond H. Welsh............................. 18,000 * -- --
R. Ernest Chastain (10)...................... 56,569 * -- --
Donald M. Rogers (11)........................ 91,828 1.2 -- --
Kurt I. Lawrence (12)........................ 99,456 1.3 -- --
All executive officers and directors
as a group (11 persons)(13)............... 1,749,828 22.7% -- --
</TABLE>
____________________________
*Less than one percent.
(1) Information with respect to "beneficial ownership" shown in the table above
is based on information supplied by the respective beneficial owner or by
other stockholders as well as filings made with the Securities and Exchange
Commission (the "Commission") or furnished to InfoCure. Beneficial
ownership is determined in accordance with the rules of the Commission and
generally includes voting or investment power with respect to securities.
for purposes of calculating the percentage beneficially owned, the shares
deemed outstanding includes: (i) 7,432,224 shares of common stock
outstanding as of December 31, 1998; (ii) the conversion of the 850,060
shares of Series A Preferred into 1,000,070 shares of common stock; and
(iii) shares issuable by InfoCure pursuant to options held by the
respective person or group which may be exercised within 60 days following
the date of this Proxy Statement ("Presently Exercisable Options").
Presently Exercisable Options are deemed to be outstanding and to be
beneficially owned by the person or group holding such options for the
purpose of computing the percentage ownership of any other person or group.
Unless otherwise specified, the mailing address of each beneficial owner is
c/o InfoCure Corporation, 1765 The Exchange, Suite 450, Atlanta, Georgia
30339.
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(2) According to a Schedule 13G filed by Norson's International, LLC
("Norson's") dated August 9, 1997 and other information provided by
Norson's, Norson's has sole voting and dispositive power as to the shares
of common stock. The mailing address of Norson's is 1411 Rouse Lane, Suite
201, Roswell, Georgia 30076.
(3) According to a Schedule 13D filed by The William Herbert Hunt Trust Estate
(the "Hunt Trust") dated February 19, 1998, the Hunt Trust has sole voting
and dispositive power as to the shares of common stock. The common stock
total includes 315,811 shares of common stock issuable upon conversion of
268,440 shares of Series A Preferred at a conversion price of $8.50 per
share. The mailing address of the Hunt Trust is 3900 Thanksgiving Tower,
1601 Elm Street, Dallas, Texas 75201.
(4) According to a Schedule 13D filed by Crescent International Limited
("Crescent") dated December 21, 1998. Crescent has sole voting and
dispositive power as to the shares of common stock. Crescent's mailing
address is c/o Greenlight (Switzerland) SA, 84, Av Louis-Casai, P.O. Box
42, 1216 Geneva, Cointrin, Switzerland.
(5) Includes 3,579 shares held by Mr. Fine for the benefit of his children and
1,193 shares held by a charitable trust over which he has sole voting and
investment control. Also includes 48,424 shares issuable upon the exercise
of Presently Exercisable Options.
(6) Includes 3,225 shares held by Mr. Price's brothers as to which Mr. Price
maintains voting control. Also includes 48,424 shares issuable upon the
exercise of Presently Exercisable Options.
(7) Includes (i) 195,691 shares held by Compass Partners, L.L.C. ("Compass"),
of which Mr. Perlman holds a majority interest; (ii) 110,000 shares
issuable to Compass upon exercise of an outstanding warrant at an exercise
price of $5.50 per share; and (iii) 47,364 shares issuable upon the
exercise of Presently Exercisable Options.
(8) Includes 34,330 shares issuable upon the exercise of Presently Exercisable
Options.
(9) Includes 5,000 shares issuable upon the exercise of Presently Exercisable
Options.
(10) Includes 55,271 shares issuable upon the exercise of Presently Exercisable
Options.
(11) Includes 40,511 shares held by Mr. Rogers' spouse. Also includes 10,000
shares issuable upon the exercise of Presently Exercisable Options.
(12) Includes 10,177 shares held by Mr. Lawrence's spouse. Also includes 10,000
shares issuable upon the exercise of Presently Exercisable Options.
(13) Includes an aggregate of 272,137 additional shares issuable upon the
exercise of Presently Exercisable Options.
REVOCABILITY OF PROXIES
Any person giving a proxy pursuant to this solicitation has the power to
revoke it at any time before it is voted by giving written notice of revocation
or a duly executed proxy bearing a later date to the Secretary of InfoCure, or
by attending the meeting and voting in person. Attendance at the meeting will
not, by itself, revoke a proxy.
COUNTING OF VOTES
The affirmative vote of the holders of a majority of the voting power of
the outstanding shares of InfoCure is required for the approval the proposed
amendment to InfoCure's certificate of incorporation which is to be submitted to
the stockholders at the Special Meeting. Each proxy will be voted in accordance
with the stockholder's directions. Abstentions with respect to any matter to be
voted upon at the Special Meeting will have the same effect as a vote against
the proposal. When the enclosed proxy is properly signed and returned, or when
the stockholder submits a proxy over the telephone, the shares which the proxy
represents will be voted at the Special Meeting in accordance with the
instructions of the stockholder. In the absence of such instructions, the
shares represented by a signed or telephonically verified proxy will be voted in
favor of the proposal. All votes will be tabulated by the inspector of election
appointed for the meeting, who will separately tabulate affirmative and negative
notes, abstentions and broker non-votes.
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PROPOSED AMENDMENT TO INCREASE THE NUMBER OF SHARES
OF COMMON STOCK WHICH INFOCURE HAS THE AUTHORITY
TO ISSUE FROM 15,000,000 SHARES TO 200,000,000 SHARES
INTRODUCTION
On January 13, 1999, the Board of Directors adopted an amendment to
InfoCure's certificate of incorporation, as amended, subject to approval by the
stockholders, to increase the number of authorized shares of common stock from
15,000,000 shares to 200,000,000 shares (the "Amendment"). The Board of
Directors also directed that the Amendment be submitted for action at the
Special Meeting of Stockholders to be held on February ___, 1999
INCREASE IN NUMBER OF SHARES OF COMMON STOCK
InfoCure's certificate of incorporation currently authorizes the issuance
of a total of 17,000,000 shares, consisting of 15,000,000 shares of common
stock, par value $.001 per share, and 2,000,000 shares of preferred stock, par
value $.001 per share. The Amendment will increase the total number of
authorized shares to 202,000,000, and the number of shares of common stock
authorized to 200,000,000. The Amendment will modify the certificate of
incorporation to provide as follows:
"FOURTH: The aggregate number of shares of all classes of the capital
stock which the corporation shall have authority to issue is two hundred
two million (202,000,000) shares which are divided into two million
(2,000,000) shares of preferred stock with a par value of $.001 each, and
two hundred million (200,000,000) shares of common stock with a par value
of $.001 each."
The Amendment will not change the currently authorized number of shares of
preferred stock, which will remain set at 2,000,000. 850,060 shares of Series A
Preferred have been issued and are outstanding as of February 1, 1999.
As of February 1, 1999:
. 7,503,654 shares of common stock are issued and outstanding.
. 4,075,452 shares of common stock have been reserved for issuance under
InfoCure's stock option and purchase plans.
. 1,000,070 shares of common stock have been reserved for issuance upon
conversion of the outstanding Series A Preferred stock.
. 887,572 shares of common stock have been reserved for issuance in
connection with outstanding warrants and convertible notes.
Accordingly, InfoCure may not issue more than 1,533 ,272 additional shares
of common stock without the authorization from the stockholders to amend
InfoCure's certificate of incorporation to increase the number of authorized
shares of common stock. The additional shares of common stock for which
authorization is sought would be identical to the shares of common stock now
authorized. Adoption of the Amendment and the issuance of newly authorized
common stock would not affect the rights of holders of currently outstanding
common stock, except for effects incidental to increasing the number of shares
of common stock outstanding. Holders of common stock do not have preemptive
rights to subscribe to additional securities that may be issued by InfoCure,
which means that current stockholders do not have a prior right to purchase any
new issue of capital stock of InfoCure in order to maintain their proportionate
ownership thereof. If the Amendment is adopted, it will become effective upon
the filing of the proposed amendment with the Delaware Secretary of State.
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APPRAISAL RIGHTS IN RESPECT OF THE PROPOSED AMENDMENT
Under the applicable provisions of the Delaware General Corporation Law,
InfoCure's stockholders have no rights to dissent from, or obtain payment of the
fair value of their shares in the event of the approval of, the proposed
Amendment.
RECOMMENDATION OF THE BOARD OF DIRECTORS
The Board of Directors has approved and recommends to the stockholders the
adoption of the Amendment in order to provide authorized shares that may be used
by InfoCure to:
. continue InfoCure's strategy of growth through acquisition of targeted
companies,
. allow an increase in the number of shares reserved for issuance pursuant
to InfoCure's stock option plans and employee stock purchase plan, and
. provide a source of shares to issue in future public or private offerings
of InfoCure's common stock,
. meet other corporate objectives which the Board of Directors believes are
advantageous to InfoCure and its stockholders.
InfoCure's business model is based on continued growth by InfoCure.
InfoCure expects to achieve this growth in part through strategic acquisitions.
Since the authorized number of shares of common stock was set at 15,000,000,
InfoCure has acquired nine practice management systems vendors. In many of
these acquisitions, all or part of the purchase price was paid with shares of
common stock. The Board of Directors of InfoCure believes it is in the best
interest of InfoCure's stockholders to authorize additional shares of common
stock so that those shares will be available to issue as consideration for
future acquisitions.
Effective as of October 23, 1998, the Board of Directors approved
. an amendment to InfoCure's 1996 Stock Option Plan to increase the number
of shares of common stock reserved for issuance pursuant to such plan
from 1,250,000 to 3,000,000;
. an amendment to InfoCure's Length-of-Service Nonqualified Stock Option
Plan to increase the number of shares of common stock reserved for
issuance pursuant to such plan from 150,000 to 500,000; and
. an amendment to InfoCure's Employee Stock Purchase Plan to increase the
number of shares of common stock reserved for issuance pursuant to such
plan from 100,000 shares to 150,000 shares, in each case subject to
receipt of stockholder approval.
An increase in the authorized common stock may be necessary to permit any
future increase in the number of shares reserved for issuance pursuant to these
plans. The Board of Directors believes that it is in the best interest of
InfoCure and its stockholders that InfoCure have the ability to continue to
grant stock options and stock purchase rights to its employees and directors in
order to motivate high levels of performance for InfoCure and to attract and
retain highly qualified technical and other key personnel. As InfoCure grows,
InfoCure believes that it is important to grant stock options to its new
employees including those working for acquired companies. The Board of
Directors believes that it is in the best interest of InfoCure to have shares in
the event that it is deemed necessary in the future to increase the number of
shares available under its stock option plans and stock purchase plan.
In the past, InfoCure has issued shares in private and public financings to
provide capital for its growth. InfoCure believes its capital needs will
require it to pursue additional financings, including an underwritten public
5
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offering of shares of its common stock, in the near future. If a public or
private offering is consummated, InfoCure intends to use the net proceeds of
that offering to repay debt obligations and provide working capital. The Board
of Directors believes a public offering would be in the best interest of
InfoCure and its stockholders. InfoCure will not be able to complete a public
offering of shares of common stock as currently contemplated by the Board of
Directors without stockholder approval of the increase of the number of
authorized but unissued shares of common stock.
Adoption of the Amendment would also provide additional authorized shares
of common stock that could be used from time to time, without further action or
authorization by the stockholders (except as may be required by law or the rules
of the American Stock Exchange, Nasdaq Stock Market or other stock exchange on
which InfoCure's securities may then be listed) for other corporate purposes
which the Board may deem desirable, including, without limitation, stock splits,
stock dividends or other distributions, financings, stock grants, stock options,
employee benefit plans and stockholders' rights plans. In the event stockholder
approval of the Amendment is obtained, InfoCure would have a total of
approximately 192.5 million shares of authorized but unissued shares of common
stock remaining available pursuant to its certificate of incorporation, of which
approximately 6.4 million shares would be reserved for issuance under stock
option plans, warrants, convertible notes and convertible preferred stock.
InfoCure's Board of Directors believes that it is advisable and in InfoCure's
best interest to authorize the additional shares of common stock discussed in
this proposal.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE PROPOSED AMENDMENT.
DEADLINE FOR SUBMISSION OF STOCKHOLDER PROPOSALS
InfoCure's next Annual Meeting will be held in May 1999. The deadline for
stockholders to submit one or more proposals to be presented at the 1999 Annual
Meeting expired on December 30, 1998.
OTHER MATTERS
Management knows of no other matters which may properly be and are likely
to be brought before the meeting, other than the matter discussed herein.
However, if any other matters properly come before the meeting, the persons
named in the enclosed proxy will vote in accordance with their best judgment.
VOTING PROXIES
The Board of Directors recommends an affirmative vote on the proposal
specified. Proxies will be voted as specified. If signed proxies are returned
without specifying an affirmative or negative vote on any proposal, the shares
represented by such proxies will be voted in favor of the Board of Directors'
recommendation.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Frederick L. Fine
---------------------
Frederick L. Fine
President and Chief Executive Officer
February 19, 1999
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PROXY
INFOCURE CORPORATION
SPECIAL MEETING OF STOCKHOLDERS
FEBRUARY ___, 1999
The undersigned hereby appoints Frederick L. Fine and James K. Price, and each
of them, with full power and substitution, proxies to represent the undersigned
at the Special Meeting of Stockholders of InfoCure Corporation to be held on
February ___, 1999, at 10:00 a.m., at the offices of InfoCure, 1765 The
Exchange, Suite 450, Atlanta, Georgia, and at any adjournment or adjournments
thereof, to vote in the name and place of the undersigned, with all powers which
the undersigned would possess if personally present, all the shares of InfoCure
Corporation standing in the name of the undersigned upon such business as may
properly come before the meeting.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS. THE BOARD
RECOMMENDS AN AFFIRMATIVE VOTE ON THE PROPOSAL SPECIFIED. SHARES WILL BE VOTED
AS SPECIFIED. IF NO SPECIFICATION IS MADE, THE SHARES REPRESENTED WILL BE VOTED
FOR THE PROPOSAL AS SET FORTH IN THE PROXY STATEMENT.
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PLEASE VOTE, DATE, AND SIGN ON REVERSE SIDE
AND RETURN PROMPTLY IN ENCLOSED ENVELOPE
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Please sign exactly as your name(s) appear(s) on the proxy. When shares are
held by joint tenants, both should sign. When signing as attorney, executor,
administrator, trustee or guardian, please give full title as such. If a
corporation, please sign in full corporate name by President or other authorized
officer. If a partnership, please sign in partnership name by authorized
person.
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HAS YOUR ADDRESS CHANGED: DO YOU HAVE COMMENTS?
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[x] PLEASE MARK VOTES
AS IN THIS EXAMPLE
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INFOCURE CORPORATION
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RECORD DATE SHARES:
-------------------
Please be sure to sign and date this proxy. Date
- ---------------------------------- -----------------------------
Stockholder sign here Co-owner sign here
<TABLE>
<CAPTION>
<S> <C> <C> <C>
FOR AGAINST ABSTAIN
1. To consider and act upon a proposal to approve an [_] [_] [_]
amendment to InfoCure's Certificate of Incorporation
to increase the number of authorized shares of
common stock, par value $.001 per share, from
15,000,000 shares to 200,000,000 shares.
2. In their discretion, the proxies are authorized to vote upon such business as may property come before the
meeting.
Mark box at right if you plan to attend the meeting. [_]
Mark box at right if comments or address change have been noted on the [_]
reverse side of this card
DETACH CARD DETACH
CARD
</TABLE>
INFOCURE CORPORATION
Dear InfoCure Stockholder:
Enclosed please find your proxy materials for the Special Meeting of
Stockholders, to be held on February ___, 1999, at [10:00 A.M.] at the offices
of InfoCure, 1765 The Exchange, Suite 450, Atlanta, Georgia.
Please sign, date and return your proxy card in the enclosed envelope as soon as
possible.
Your vote counts! Thank you in advance for your prompt consideration of these
matters.
INFOCURE CORPORATION
