<PAGE>
FILED PURSUANT TO
RULE 424 (B) (1)
FILE NO: 333-87795
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 be an
"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 October 19, 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
<PAGE>
All documents filed by InfoCure pursuant to Sections 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
<PAGE>
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
<PAGE>
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
<PAGE>
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.
7
<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. 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 table below
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 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.
8
<PAGE>
(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
