<PAGE>
Filed Pursuant To
Rule 424(b)(1)
File No. 333-73097
4,122,415 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 financing transactions and
acquisitions. 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. InfoCure will not receive any portion of the proceeds from the
sale of these shares. 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 May 13, 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
Use of Proceeds............................................................. 5
InfoCure Background......................................................... 5
Issuance of Common Stock to Selling Stockholders............................ 6
Plan of Distribution........................................................ 6
Selling Stockholders........................................................ 8
Legal Matters............................................................... 12
Experts..................................................................... 13
</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
</TABLE>
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.
-i-
<PAGE>
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: Lance
B. Cornell, Senior Vice President--Finance and Chief Financial Officer, 1765
The Exchange, Suite 450, 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 Commission 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 and electronic data interchange 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 April 29, 1999, 11,081 customer sites had installed InfoCure
systems. These sites represent approximately 65,600 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 450, Atlanta,
Georgia 30339, and our telephone number is (770) 221-9990.
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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 July 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.
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.
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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 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.
Any Sale of a Large Number of the Shares Covered By This Prospectus, or the
Possibility that Such a Sale May Occur, Could Cause Our Stock Price to Fall
Substantially all of the 4.1 million shares of our common stock covered by
this prospectus are subject to lock-up agreements. Under these agreements, a
portion of the shares will become eligible for sale on
3
<PAGE>
May 22, 1999 and the remainder will become eligible for sale on July 21, 1999.
As these dates approach, the market price for our common stock could fall. The
market price for our common stock probably will fall dramatically if the
stockholders sell large amounts of our common stock in the public market after
the expiration of these lock-up agreements. These sales, or the possibility
that these sales may occur, could make it more difficult for us to sell equity
or equity-related securities in the future.
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;
. trends in our industry and in healthcare generally; and
. trends in government regulation.
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 1.4 million shares of common stock at a price to the
public of $5.50 per share, resulting in net proceeds to InfoCure of
approximately $6.0 million. On April 27, 1999, InfoCure completed an
underwritten public offering of 3.0 million shares of common stock at a price
to the public of $26.00 per share, resulting in net proceeds to InfoCure of
approximately $73.3 million.
Acquisitions
Since July 10, 1997, InfoCure has acquired the following 12 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
</TABLE>
Series A Preferred Stock Issuance
On February 9, 1998, InfoCure completed the private placement of 850,060
shares of its Convertible Redeemable Preferred Stock, Series A resulting in
gross proceeds to InfoCure of $8.5 million and net proceeds of approximately
$7.8 million after payment of selling commissions to the placement agent for
the offering and other expenses of the offering. InfoCure granted to the
placement agent a warrant to acquire 100,000 shares of InfoCure's common stock
at an exercise price of $9.00 per share. The 850,060 shares of Series A
Preferred automatically converted to 1,000,070 shares of common stock upon the
completion of InfoCure's underwritten public offering on April 27, 1999.
The Institutional Placement
On September 28, 1998, InfoCure completed the sale of 203,338 shares of
common stock in a private placement to an institutional investor for $2.5
million. The investor committed to invest up to an additional $7.5 million upon
the exercise by InfoCure of put options through March 28, 2000. Generally, upon
exercise of a put option, the investor must tender the amount designated by
InfoCure. The number of shares to be issued upon exercise of a put option is
determined by dividing this investment amount by an amount, referred to as the
subscription date price, equal to 92.5% of the average of the lowest three
consecutive trading day closing
5
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sale prices of the common stock during the 22 trading days immediately
preceding exercise of such put option. Additionally, InfoCure issued the
investor a five-year warrant to purchase 100,000 shares of common stock at an
exercise price of $23.00 per share.
Since September 28, 1998, InfoCure has exercised two additional put options
for an aggregate 227,984 additional shares, for a total additional investment
of $4.5 million. Of the 531,322 shares acquired by the investor to date or
issuable upon exercise of the investor's warrant, 369,983 shares are offered
hereby and 180,000 shares were offered pursuant to the underwritten offering.
Of the 369,983 shares offered hereby, 147,980 shares may be sold by the
investor immediately and 222,003 shares are subject to a 90-day lock-up
agreement expiring July 21, 1999.
InfoCure is required to file a registration statement to register for
resale by the investor any shares of common stock issuable upon exercise of
subsequent put options. With respect to any put option, the investor is
entitled to receive additional shares of common stock if the amount referred
to as the effective date price, equal to 92.5% of the average of the lowest
three consecutive trading day closing sales prices of the common stock during
the 22 trading days immediately preceding the effective date of any
registration statement relating to the shares issued upon exercise of such put
option, is lower than the subscription date price. In such event, the investor
will receive that number of additional shares determined by subtracting (x)
the investment amount divided by the subscription date price from (y) the
investment amount divided by the effective date price. InfoCure has the right
to pay cash in lieu of the issuance of additional shares if the closing sales
price of the common stock on the effective date is lower than $10.00.
ISSUANCE OF COMMON STOCK TO SELLING STOCKHOLDERS
The selling stockholders received their shares of common stock in
transactions with InfoCure as follows:
. 3,104,719 shares of common stock offered hereby were issued in connection
with the acquisitions and mergers consummated since July 10, 1997, except
with respect to the acquisitions of SoftEasy Software and OPMS which were
purchased for cash;
. 637,465 shares of common stock offered hereby were issued, or are
issuable pursuant to warrants granted, in connection with the private
placement of $8.5 million of the Series A Preferred; and
. 380,231 shares of common stock offered hereby were issued, or are
issuable pursuant to warrants granted, in connection with the private
placement to the 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
6
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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 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.
Each of the selling stockholders has signed a "lock-up" agreement with the
underwriters in the underwritten offering. The lock-up agreements generally
restrict the selling stockholders from selling or otherwise disposing of any of
their shares for the period of 90 days immediately following the date of the
prospectus issued in connection with the underwritten offering without the
prior written consent of The Robinson-Humphrey Company, LLC, the managing
underwriter in the recently completed underwritten offering; provided, however,
that lock-up agreements for holders of 467,805 of the shares provide that such
holders may sell up to 124,342 of such shares commencing 30 days following the
date of this prospectus. The Robinson-Humphrey Company, LLC may, in its sole
discretion and without notice, release all or any portion of the shares from
the restrictions in the lock-up agreements.
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 October 23, 2000. 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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<PAGE>
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, except for Richard E. Perlman who is InfoCure's Chairman.
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 May 7, 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:
. 13,536,247 shares outstanding as of May 7, 1999; and
. shares issuable by InfoCure pursuant to options, warrants and
convertible securities held by the respective person or group which may
be exercised or converted within 60 days following the date of this
prospectus ("Presently Exercisable Options").
The shares outstanding exclude 47,500 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 or group holding such options for the purpose
of computing the percentage ownership of such person or group but are not
treated as outstanding 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.
<TABLE>
<CAPTION>
Common
Common Stock Stock to Common Stock
Beneficially Owned be Sold Beneficially Owned
Prior to the in the After the
Offering(1) Offering Offering(1)
------------------ -------- ------------------
Name and Address of Beneficial
Owner Shares Percentage Shares Shares Percentage
------------------------------ ------- ---------- -------- ------- ----------
<S> <C> <C> <C> <C> <C>
William Herbert Hunt Trust
Estate(1)..................... 548,932 4.1% 315,812 233,120 1.7%
Reid W. Simmons(2)............. 466,036 3.4 465,036 1,000 *
James D. Davis(2).............. 465,036 3.4 465,036 -- --
Crescent International
Limited(3).................... 380,231 2.8 380,231 -- --
Richard E. Perlman(4).......... 352,055 2.6 110,000 242,055 1.8
Bailey, Joe M.................. 4,354 * 4,354 -- --
Ball, George L................. 4,354 * 4,354 -- --
Ball, Susan Huffard............ 4,354 * 4,354 -- --
Barbour, Carol C............... 2,176 * 2,176 -- --
Brewster, John C. and
Marianna...................... 2,176 * 2,176 -- --
Chadwick, Michael S............ 2,176 * 2,176 -- --
Cockspur, Inc.................. 4,354 * 4,354 -- --
Cohn Holstead, Anne Lindsay.... 4,354 * 4,354 -- --
Cohn, Bobby Smith.............. 4,354 * 4,354 -- --
Cohn, Kirby.................... 4,354 * 4,354 -- --
Cohn, Morton A................. 30,480 * 30,480 -- --
</TABLE>
8
<PAGE>
<TABLE>
<CAPTION>
Common Stock Common
Beneficially Stock to
Owned be Sold Common Stock
Prior to the in the Beneficially Owned
Offering(1) Offering After the Offering(1)
----------------- -------- -------------------------
Name and Address of
Beneficial Owner Shares Percentage Shares Shares Percentage
------------------- ------ ---------- -------- ---------- ------------
<S> <C> <C> <C> <C> <C>
Colville, G.
Christopher............ 2,176 * 2,176 -- --
Cummings, Alan G........ 4,354 * 4,354 -- --
Custer, Thomas W........ 4,354 * 4,354 -- --
Davis, Charles L.(5).... 1,089 * 1,089 -- --
DeArman, William M...... 4,354 * 4,354 -- --
DelHomme, Louis......... 4,354 * 4,354 -- --
Dillard, Max M.......... 4,354 * 4,354 -- --
Drury, John E........... 8,709 * 8,709 -- --
Duddlesten, Wayne B..... 8,709 * 8,709 -- --
Elkins Jr., J.A. and
Margaret W............. 4,354 * 4,354 -- --
Ellis, Leigh and Mimi
G...................... 2,176 * 2,176 -- --
Ener Corporation........ 1,089 * 1,089 -- --
Fitch, Don.............. 4,354 * 4,354 -- --
Flom, Joseph............ 4,354 * 4,354 -- --
Fogarty, William H...... 6,220 * 6,220 -- --
Fordham, Scott.......... 2,176 * 2,176 -- --
Frost Family I, Ltd..... 4,354 * 4,354 -- --
Gunther, Don J. and
Rosemary T............. 2,176 * 2,176 -- --
Hagans, Fred............ 4,354 * 4,354 -- --
Hamblen III, Tolar...... 2,176 * 2,176 -- --
Harter, Steve........... 4,354 * 4,354 -- --
Hebert, L. Carl and
Edith C................ 4,354 * 4,354 -- --
Herbold, William K. and
Norma Rae.............. 2,176 * 2,176 -- --
Higdon Compton
Insurance.............. 2,176 * 2,176 -- --
Hopson, Courtney Lyle
Cohn................... 4,354 * 4,354 -- --
Hutson, Miles A......... 2,176 * 2,176 -- --
J-All Partnership....... 13,063 * 13,063 -- --
James Ventures, L.P..... 52,252 * 52,252 -- --
Johnson, Walter......... 2,176 * 2,176 -- --
Jones, Austin and
Margaret............... 4,354 * 4,354 -- --
Jones, Samuel A......... 2,176 * 2,176 -- --
Keenan, Ltd............. 4,354 * 4,354 -- --
Keller, Susan K......... 2,176 * 2,176 -- --
Kinder, Nancy G......... 4,354 * 4,354 -- --
Kinder, Richard D....... 4,354 * 4,354 -- --
Kinney, Robert Larry.... 4,354 * 4,354 -- --
Lary, Robert W.......... 4,354 * 4,354 -- --
Lawlor, Michael P. and
Helen C................ 4,354 * 4,354 -- --
Lay, Kenneth L. and
Linda P................ 8,709 * 8,709 -- --
Lindsey Spicer #1
Trust.................. 4,354 * 4,354 -- --
Lindstedt, Roger P...... 17,417 * 17,417 -- --
Malanga, John H. and
Jodi F................. 1,155 * 1,155 -- --
McAninch, Ed............ 4,354 * 4,354 -- --
McClanahan, Randy J. and
Jennifer G............. 4,354 * 4,354 -- --
McConnell, Michael H.... 1,089 * 1,089 -- --
McMaken, Bruce.......... 1,089 * 1,089 -- --
Mitchell, Michael....... 2,176 * 2,176 -- --
</TABLE>
9
<PAGE>
<TABLE>
<CAPTION>
Common
Common Stock Stock to
Beneficially Owned be Sold Common Stock
Prior to the in the Beneficially Owned
Offering(1) Offering After the Offering(1)
------------------ -------- -------------------------
Name and Address of
Beneficial Owner Shares Percentage Shares Shares Percentage
------------------- ------- ---------- -------- ---------- ------------
<S> <C> <C> <C> <C> <C>
Moorehead Jr., Donald
F...................... 13,063 * 13,063 -- --
Moorehead, George....... 2,176 * 2,176 -- --
Moorehead, Shelley B.... 13,063 * 13,063 -- --
Morris, Ben T.(6)....... 4,354 * 4,354 -- --
Mundy, John I.(6)....... 2,176 * 2,176 -- --
O'Neill, Katherine
Halliday............... 2,176 * 2,176 -- --
O'Quinn, John M......... 17,417 * 17,417 -- --
Platinum Business
Investment Company,
Ltd.................... 21,771 * 21,771 -- --
Poarch, Donald L........ 2,176 * 2,176 -- --
Quigley, Leroy E........ 2,176 * 2,176 -- --
Rauch, Leonard.......... 4,354 * 4,354 -- --
Reamer, R.E. Individual
Retirement Account..... 2,176 * 2,176 -- --
Rimmer, Jr., Roy T...... 4,354 * 4,354 -- --
Rogers, Franelle........ 2,176 * 2,176 -- --
Rome, Mark A............ 1,089 * 1,089 -- --
Ross, Rex C. and Adrian
T...................... 4,354 * 4,354 -- --
Ryan, Nolan............. 4,354 * 4,354 -- --
Sanders, Brad D......... 2,176 * 2,176 -- --
Sanders, Bret D......... 2,176 * 2,176 -- --
Sanders, Christine M.... 2,176 * 2,176 -- --
Sanders, Don A.(6)...... 32,657 * 32,657 -- --
Sanders, Katherine U.... 21,771 * 21,771 -- --
Sanders, Laura K........ 2,176 * 2,176 -- --
Scott, Stephen D........ 21,771 * 21,771 -- --
Slovin, Bruce........... 8,709 * 8,709 -- --
Spicer, Sherri.......... 4,354 * 4,354 -- --
Tanglewood Family
Limited Part........... 2,176 * 2,176 -- --
Tate, Paul and Lara M... 2,176 * 2,176 -- --
Tompkins, Jack I........ 4,354 * 4,354 -- --
Towery, David........... 2,176 * 2,176 -- --
Weir, Don and Julie
Ellen.................. 2,176 * 2,176 -- --
Weir, Eric G............ 2,176 * 2,176 -- --
Weir, Lisa Dawn......... 2,176 * 2,176 -- --
Wolf Canyon, Ltd........ 4,354 * 4,354 -- --
Sanders Morris Mundy
Inc.(7)................ 100,000 * 100,000 -- --
Finova Capital
Corporation(8)......... 245,000 1.8 245,000 -- --
Micro-Software Designs,
Inc.(9)................ 135,000 1.0 135,000 -- --
Stockholders who
acquired shares in the
Commercial Computers
acquisition:
Willensky, Harvey and
Marjorie............... 100,664 * 100,664 -- --
Stockholders who
acquired shares in the
Professional On-Line
Computer acquisition:
James R. Hegler
Revocable Living
Trust.................. 32,314 * 32,314 -- --
Phyllis J. Hegler
Revocable Living
Trust.................. 32,142 * 32,142 -- --
Stockholders who
acquired warrants in
the Pace Financial
Corporation
acquisition:
Black, John M.(10)...... 164,000 1.2 164,000 -- --
</TABLE>
10
<PAGE>
<TABLE>
<CAPTION>
Common
Common Stock Stock to
Beneficially Owned be Sold Common Stock
Prior to the in the Beneficially Owned
Offering(1) Offering After the Offering(1)
------------------ -------- -------------------------
Name and Address of
Beneficial Owner Shares Percentage Shares Shares Percentage
------------------- ------- ---------- -------- ------------ ------------
<S> <C> <C> <C> <C> <C>
Humphrey, Todd J.(11).... 20,000 * 20,000 -- --
Stockholders who acquired
shares in the Medical
Software Integrators
acquisition:
Warenik, Philip E........ 13,738 * 13,738 -- --
Stockholders who acquired
shares in the Rovak
acquisition:
Chaney, Patrick.......... 3,919 * 1,571 2,348 *
Hawksford, Thomas E...... 26,393 * 26,393 -- --
Horsfall, Laurelyn ...... 440 * 440 -- --
Horsfall, Richard........ 2,765 * 2,765 -- --
Malmquist, Jay P......... 4,713 * 4,713 -- --
Schraut, Brad E.......... 34,437 * 34,437 -- --
Vagle, Erik E............ 940 * 940 -- --
Vagle, Melvin C.......... 38,607 * 38,607 -- --
Vagle, Ronald M.......... 191,980 1.4 74,915 117,065 *
Stockholders who acquired
shares in the KComp
acquisition:
Bourne, Craig............ 4,186 * 4,186 -- --
Caputo, Donald E......... 811 * 811 -- --
Holmes, Steven M......... 5,300 * 5,300 -- --
Johnson, Dick............ 7,000 * 7,000 -- --
Kloner, Marc............. 216,906 1.6 109,587 107,319 *
Kubler, Pamela........... 957 * 957 -- --
Teese, Charles F......... 2,093 * 2,093 -- --
Stockholders who acquired
shares in the RADMAN
acquisition:
Cheramy, Edward R........ 13,056 * 13,056 -- --
Maline, David B., M.D.... 12,006 * 12,006 -- --
Quiat, Barry............. 12,227 * 12,227 -- --
Sudikoff, Jeffrey P...... 13,056 * 13,056 -- --
The David B. Maline, M.D.
Profit Sharing Plan and
Trust................... 12,006 * 12,006 -- --
Turkanis, Ellen.......... 4,441 * 4,441 -- --
Turkanis-Price Family
Trust UTD August 27,
1998.................... 391,899 2.9 391,899 -- --
Williams, Robert......... 9,114 * 9,114 -- --
Stockholders who acquired
shares in the OMSystems
acquisition:
Barnes Family Holdings,
LLC..................... 52,436 * 52,436 -- --
delaRosa Family Holdings,
LLC..................... 30,796 * 30,796 -- --
Baker, Steve............. 9,728 * 9,728 -- --
Bolton, Harold........... 9,152 * 9,152 -- --
Case, Stephen Anthony.... 8,728 * 8,728 -- --
Garrison, Richard Allan.. 3,775 * 3,775 -- --
Gwaltney, Thomas M.,
Jr...................... 2,379 * 2,379 -- --
Haddad, Michael J........ 3,000 * 3,000 -- --
Hofstetter, Joseph M.,
Jr...................... 34,760 * 34,760 -- --
Hornick, Keith........... 1,888 * 1,888 -- --
</TABLE>
11
<PAGE>
<TABLE>
<CAPTION>
Common Stock Common
Beneficially Stock to
Owned be Sold Common Stock
Prior to the in the Beneficially Owned
Offering(1) Offering After the Offering(1)
----------------- --------- -------------------------
Name and Address of
Beneficial Owner Shares Percentage Shares Shares Percentage
------------------- ------ ---------- --------- ---------- ------------
<S> <C> <C> <C> <C> <C>
Horton, Cyrus William... 7,000 * 7,000 -- --
Kearney, Thomas L.,
Jr..................... 34,320 * 34,320 -- --
Sentell, Jane
Elizabeth.............. 1,000 * 1,000 -- --
Sentell, Craig Martin... 11,000 * 11,000 -- --
Sexton, Jacob Paul...... 3,000 * 3,000 -- --
Stuff, James Robert..... 5,720 * 5,720 -- --
Whitt, Susan F.......... 3,775 * 3,775 -- --
---------
Total................. 4,122,415
=========
</TABLE>
- --------
* Less than one percent.
(1) According to a Schedule 13D filed by The William Herbert Hunt Trust Estate
dated February 19, 1998, the Hunt Trust has sole voting and dispositive
power as to the shares of common stock. The mailing address of the Hunt
Trust is 3900 Thanksgiving Tower, 1601 Elm Street, Dallas, Texas 75201.
(2) Mr. Simmons and Mr. James Davis were the principals of OMSystems, which
merged with InfoCure in February 1999.
(3) According to a Schedule 13D, as amended, filed by Crescent International
Limited dated December 21, 1998, Crescent has sole voting and dispositive
power as to the shares of common stock. The common stock total includes
100,000 shares issuable upon exercise of a warrant at an exercise price of
$23.00 per share. Crescent's mailing address is c/o Greenlight
(Switzerland) SA, 84, Av Louis-Casai, P.O. Box 42, 1216, Geneva, Cointrin,
Switzerland.
(4) Includes (a) 195,691 shares held by Compass Partners, L.L.C., an entity
controlled by Mr. Perlman; (b) 110,000 shares issuable to Compass Partners
upon exercise of an outstanding warrant at an exercise price of $5.50 per
share; (c) 15,000 shares held in a deferred compensation trust on behalf
of Mr. Perlman; and (d) 47,364 shares issuable to Mr. Perlman upon the
exercise of Presently Exercisable Options.
(5) Mr. Charles Davis is a vice president of Sanders Morris Mundy Inc., which
is an underwriter in the underwritten offering. Mr. Davis was personally
involved with the private placement of the Series A Preferred, for which
Sanders Morris Mundy Inc. acted as placement agent, and Mr. Davis has been
personally involved with the preparation of the underwritten offering.
(6) Shares beneficially owned by these persons exclude 100,000 shares issuable
upon the exercise of a warrant beneficially owned by Sanders Morris Mundy
Inc., over which they share the voting and dispositive powers. These
persons are principals of Sanders Morris Mundy Inc., which is an
underwriter in the underwritten offering and which served as placement
agent for the private placement of the Series A Preferred in February
1998.
(7) Includes 100,000 shares issuable upon the exercise of a warrant at an
exercise price of $9.00 per share. Sanders Morris Mundy Inc. is an
underwriter in the underwritten offering and served as placement agent for
the private placement of the Series A Preferred in February 1998.
(8) Finova Capital Corporation is a lender to InfoCure.
(9) Micro-Designs was acquired by InfoCure in January 1998.
(10) Includes 164,000 shares issuable upon the exercise of a warrant at an
exercise price of $9.13 per share.
(11) Includes 20,000 shares issuable upon the exercise of a warrant at an
exercise price of $9.13 per share.
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 63,950 shares of InfoCure's common stock.
12
<PAGE>
EXPERTS
The Consolidated Financial Statements of InfoCure as of December 31, 1997
and 1998 and for the year ended January 31, 1997, the eleven months ended
December 31, 1997 and the year ended December 31, 1998 incorporated herein by
reference and the Financial Statements of Radiology Management Systems, Inc.
and OMSystems, Inc. incorporated herein by reference have been audited by BDO
Seidman, LLP, independent auditors, as set forth in their reports thereon
incorporated herein by reference, and are incorporated in reliance upon such
reports given upon the authority of such firm as experts in accounting and
auditing.
13
