<PAGE>
As filed with the Securities and Exchange Commission on March 19, 1999
Registration No. 333-______
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------------------
INFOCURE CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 58-2271614
(State or other jurisdiction of (I.R.S. EMPLOYER
incorporation or organization) IDENTIFICATION NUMBER)
1765 The Exchange, Suite 450
Atlanta, Georgia 30339
(770) 221-9990
(Address of registrant's principal executive offices, including zip code
and telephone number, including area code)
--------------------------
InfoCure Corporation 1996 Stock Option Plan
InfoCure Corporation Employee Stock Purchase Plan
Length-of-Service Nonqualified Stock Option Plan
InfoCure Corporation Directors Stock Option Plan
InfoCure Corporation 401(k) Plan
and Individual Stock Option Agreements
(Full title of the Plans)
Lance B. Cornell Copy to:
Chief Financial Officer Oby T. Brewer III, Esq.
InfoCure Corporation Lauren Z. Burnham, Esq.
1765 The Exchange, Suite 450 Morris, Manning & Martin, L.L.P.
Atlanta, Georgia 30339 1600 Atlanta Financial Center
(770) 221-9990 3343 Peachtree Road, N.E.
Atlanta, Georgia 30326
(404) 233-7000
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
--------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
====================================================================================================================================
PROPOSED PROPOSED MAXIMUM
AMOUNT TO BE MAXIMUM OFFERING AGGREGATE OFFERING
TITLE OF SECURITIES TO BE REGISTERED REGISTERED (1) PRICE PER SHARE (2) PRICE (3) AMOUNT OF REGISTRATION FEE
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $.001 par value per share 825,841 shares $21.4375 $10,755,622.00 $2,991.00
====================================================================================================================================
</TABLE>
- --------------------
(1) Represents (i) 325,000 additional shares reserved for issuance by
Registrant under the InfoCure Corporation 1996 Stock Option Plan (the "1996
Plan"); (ii) 100,000 shares reserved for issuance by Registrant under the
InfoCure Corporation Employee Stock Purchase Plan (the "Stock Purchase
Plan"); (iii) 150,000 shares reserved for issuance by Registrant under the
Length-of-Service Nonqualified Stock Option Plan (the "Length-of-Service
Plan"); (iv) 100,000 shares reserved for issuance by Registrant in
connection with the InfoCure Corporation Directors Stock Option Plan (the
"Directors Plan"); (v) 75,000 shares reserved for issuance by Registrant in
connection with the Registrant's 401(k) benefit plan (the "401(k) Plan")
and (vi) an aggregate of 75,841 shares reserved for issuance by Registrant
in connection with individual stock option agreements (the "Individual
Agreements"). (The 1996 Plan, the Stock Purchase Plan, the Length-of-
Service Plan, the Directors Plan and the 401(k) Plan are collectively
referred to herein as the "Plans"). An indeterminate amount of Plan
interests are also covered by this Registration Statement.
(2) Estimated pursuant to Rule 457(h) of the Securities Act of 1933, as
amended, solely for the purpose of calculating the registration fee on the
basis of the average of the high and low sales prices of the Registrant's
Common Stock on March 15, 1999.
(3) The proposed maximum aggregate offering price of the Common Stock offered
hereunder is based on (i) 500,000 shares subject to options granted under
the Plans at a weighted average exercise price of $9.41 per share; (ii)
75,841 shares subject to the Individual Agreements at a weighted average
price of $9.15 per share; and (iii) 175,000 shares not subject to
outstanding options but reserved for issuance at an assumed exercise price
of $21.4375 per share.
<PAGE>
EXPLANATORY STATEMENT
Pursuant to General Instruction E to Form S-8, the contents of the
Registrant's Registration Statement on Form S-8 (Registration No. 333-48829)
originally filed with the Securities and Exchange Commission on March 27, 1998
(the "Prior Registration Statement") are incorporated herein by reference,
except for Items 3, 5 and 8 of Part II of the Prior Registration Statement. This
Registration Statement covers 325,000 shares which, together with the 800,000
shares available under the Prior Registration Statement constitute the 1,125,000
shares issuable under the InfoCure Corporation 1996 Stock Option Plan.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The documents containing the information specified in Part I will be sent
or given to employees and/or directors of InfoCure Corporation (the "Company")
as specified by Rule 428(b)(1) of the Securities Act of 1933, as amended (the
"Securities Act"). In accordance with the instructions of Part I of Form S-8,
such documents will not be filed with the Securities and Exchange Commission
(the "Commission") either as part of this Registration Statement or as
prospectuses or prospectus supplements pursuant to Rule 424 of the Securities
Act. These documents and the documents incorporated by reference pursuant to
Item 3 of Part II of this Registration Statement, taken together, constitute the
prospectus as required by Section 10(a) of the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed with the Securities and Exchange Commission
(the "Commission") are incorporated herein by reference:
(a) The Company's Annual Report on Form 10-KSB filed under the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), which contains audited
financial statements for the Company's fiscal year ended December 31, 1998.
(b) All of the Company's Current Reports on Form 8-K filed with the
Commission after December 31, 1998.
(c) The Company's Registration Statement on Form SB-2 (with respect to the
description of the Common Stock contained therein) effective July 10, 1997.
All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14, and 15(d) of the Exchange Act, prior to the filing of a post-
effective amendment indicating that all securities offered under the Plans and
the Individual Agreements have been sold or deregistering all securities then
remaining unsold thereunder, shall be deemed to be incorporated herein by
reference and shall be deemed to be a part hereof from the date of filing
thereof.
Any statement contained in any document incorporated or deemed to be
incorporated by reference into this Registration Statement shall be deemed to be
modified or superseded for purposes thereof to the extent that a statement
contained therein or in any other subsequently filed document that is also
incorporated or deemed to be incorporated therein by reference modifies or
supersedes such statement. Any such statement so modified or superseded shall
now be deemed to constitute a part of this Registration Statement.
-2-
<PAGE>
Item 5. Interests of Named Experts and Counsel.
Legal matters in connection with the shares of Common Stock offered
hereby were passed upon by Morris, Manning & Martin, L.L.P., Atlanta, Georgia.
Employees of Morris, Manning & Martin, L.L.P. hold an aggregate of 57,760 shares
of InfoCure Common Stock.
Item 8. Exhibits.
The following exhibits are filed with or incorporated by reference into
this Registration Statement pursuant to Item 601 of Regulation S-K:
Exhibit No. Description
----------- -----------
4.1 Certificate of Amendment of Certificate of
Incorporation, as filed with the Secretary of State
of the State of Delaware on March 5, 1999.
4.2 Certificate of Incorporation of InfoCure Corporation
(incorporated by reference to Exhibit 3.1 to the
Company's Registration Statement on Form SB-2,
Registration Number 333-18923).
4.3 Amended and Restated Bylaws of InfoCure Corporation
(incorporated by reference to Exhibit 3.2 to the
Company's Registration Statement on Form S-3,
Registration Number 333-71109).
4.4 Certificate and Statement of Issuance, Designations,
Preferences and Rights of Convertible Redeemable
Preferred Stock, Series A (incorporated by reference
to Exhibit 4.3 to the Company's Registration
Statement on Form S-8, Registration Number 333-
48829).
5.1 Opinion of Morris, Manning & Martin, L.L.P. as to
the legality of the securities being registered
23.1 Consent of BDO Seidman, LLP
23.2 Consent of Morris, Manning & Martin, L.L.P.
(included in Exhibit 5.1)
24.1 Power of Attorney (included on signature page)
-3-
<PAGE>
Item 9. Undertakings.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the Registration Statement (or
the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental
change in the information set forth in the Registration
Statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the
Registration Statement or any material change to such
information in the Registration Statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
the registration statement is on Form S-3 or Form S-8, and the information
required to be included in a post-effective amendment by those paragraphs
is contained in periodic reports filed with or furnished to the Commission
by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange
Act that are incorporated by reference in the Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(3) To remove from the registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses incurred or
paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
-4-
<PAGE>
SIGNATURES
----------
Pursuant to the requirements of the Securities Act, the undersigned
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Atlanta, State of Georgia, on this the 18th day of
March, 1999.
INFOCURE CORPORATION
By: /s/ Lance B. Cornell
--------------------
Lance B. Cornell
Chief Financial Officer
-5-
<PAGE>
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Frederick L. Fine and Lance B. Cornell, and each
of them, as his true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign a Registration Statement relating to the
registration of shares of common stock on Form S-8 and to sign any and all
amendments (including post effective amendments) to the Registration Statement,
and to file the same, with all exhibits thereto and other documents in
connection therewith, with the Commission, granting unto said attorneys-in-fact
and agents, and each of them, full power and authority to do and perform each
and every act and thing required or necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or any of them, or their or his substitute, could lawfully do or cause
to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed below by the following persons in the capacities and
on the date indicated.
<TABLE>
<CAPTION>
Signature Title Date
<S> <C> <C>
/s/ Frederick L. Fine President, Chief Executive Officer and March 18, 1999
- ---------------------- Director (Principal Executive Officer)
Frederick L. Fine
/s/ James K. Price Executive Vice President, Secretary and March 18, 1999
- ---------------------- Director
James K. Price
/s/ Richard E. Perlman Chairman, Treasurer and Director March 18, 1999
- ----------------------
Richard E. Perlman
/s/ Lance B. Cornell Senior Vice President - Finance and Chief March 18, 1999
- ---------------------- Financial Officer (Principal Financial
Lance B. Cornell Officer)
/s/ Michael E. Warren Vice President and Director March 18, 1999
- ----------------------
Michael E. Warren
/s/ Gary W. Plumer Vice President - Finance, Assistant March 18, 1999
- ---------------------- Secretary and Assistant Treasurer
Gary W. Plumer (Principal Accounting Officer)
/s/ James D. Elliot Director March 18, 1999
- -----------------------
James D. Elliot
/s/ Raymond H. Welsh Director March 18, 1999
- ------------------------
Raymond H. Welsh
</TABLE>
-6-
<PAGE>
EXHIBIT 4.1
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
INFOCURE CORPORATION
1. The name of the corporation (hereinafter the "Corporation") is:
INFOCURE CORPORATION
2. The Certificate of Incorporation is hereby amended as follows:
(a) By deleting Article FOURTH in its entirety and by substituting in
lieu thereof the following:
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.
Subject to the provisions of Section 151 of the General Corporation
Law of the State of Delaware, the board of directors of the
corporation is authorized to determine, without shareholder action,
the powers, designations, preferences, limitations, voting power and
relative, participating, optional and other special rights and
qualifications, limitations and restrictions of the preferred stock,
including without limitation, the relative rights of any class of
shares of preferred stock, each series within a class, the number of
shares within each class and series and the dividend rights,
conversion rights and terms of redemption (including sinking fund
provisions and liquidation preferences), all to the fullest extent now
or hereafter permitted by the General Corporation Law of the State of
Delaware.
Each holder of shares of common stock shall be entitled to one vote
for each share of common stock held of record on all matters on which
the holders of common stock are entitled to vote.
3. The Amendment of Certificate of Incorporation herein certified has been
duly adopted by the written consent of the directors and stockholders in
accordance with the provisions of Sections 228 and 242 of the General
Corporation Law of the State of Delaware.
<PAGE>
IN WITNESS WHEREOF, the Corporation has caused these Articles of Amendment
to be executed by a duly authorized officer on the 5th day of March, 1999.
INFOCURE CORPORATION
By: /s/ Frederick L. Fine
----------------------------
Frederick L. Fine, President
ATTEST:
/s/ James K. Price
- -------------------------
James K. Price, Secretary
<PAGE>
EXHIBIT 5.1
March 19, 1999
InfoCure Corporation
1765 The Exchange, Suite 450
Atlanta, Georgia 30339
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
We have acted as counsel for InfoCure Corporation, a Delaware corporation
(the "Company"), in connection with the registration under the Securities Act of
1933, as amended, pursuant to a Registration Statement on Form S-8, of a
proposed offering of (i) 325,000 additional shares of Common Stock reserved for
issuance by the Company under the InfoCure Corporation 1996 Stock Option Plan
(the "1996 Plan"); (ii) 100,000 shares of Common Stock reserved for issuance by
the Company in connection with the InfoCure Corporation employee Stock Purchase
Plan (the "Stock Purchase Plan"); (iii) 150,000 shares of Common Stock reserved
for issuance by the Company in connection with the Length-of-Service
Nonqualified Stock Option Plan (the "Length-of-Service Plan"); (iv) 100,000
shares of Common Stock reserved for issuance by the Company in connection with
the InfoCure Corporation Directors Stock Option Plan (the "Directors Plan"); (v)
75,000 shares reserved for issuance by the Company in connection with the
Company's 401(k) benefit plan (the "401(k) Plan"); and (vi) an aggregate of
75,841 shares of Common Stock reserved for issuance by the Company in connection
with individual stock option agreements (the "Individual Agreements"). (The 1996
Plan, the Stock Purchase Plan, the Length-of-Service Plan, the Directors Plan
and the 401(k) Plan are collectively referred to herein as the "Plans").
We have examined and are familiar with the originals or copies certified or
otherwise identified to our satisfaction of such documents, corporate records,
and other instruments relating to the incorporation of the Company and to the
authorization and issuance of shares of the Company's Common Stock under the
Plans and the Individual Agreements as would be necessary and advisable for
purposes of rendering this opinion. Based upon and subject to the foregoing, we
are of the opinion that the shares of the Company's Common Stock have been duly
authorized and, when issued as contemplated by the Plans and the Individual
Agreements, will be validly issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as Exhibit 5.1 to the
Company's registration statement on Form S-8.
Very truly yours,
MORRIS, MANNING & MARTIN, L.L.P.
/s/ Morris, Manning & Martin, L.L.P.
<PAGE>
EXHIBIT 23.1
Consent of Independent Certified Public Accountants
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated February 19, 1999, relating to the
consolidated financial statements of InfoCure Corporation as of December 31,
1998 and 1997 (and to all references to our Firm) included in InfoCure
Corporation's Annual Report on Form 10-KSB.
BDO SEIDMAN, LLP
Atlanta, Georgia
March 19, 1999
