<PAGE>
As filed with the Securities and Exchange Commission on April 8, 1999
Registration No. 333-73097
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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INFOCURE CORPORATION
(Exact Name of Registrant as Specified in its Charter)
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Delaware 7372 58-2271614
(State or other (Primary Standard (I.R.S. Employer
Jurisdiction of Industrial Identification
Incorporation or Classification Code Number)
Organization) Number)
1765 The Exchange, Suite 450
Atlanta, Georgia 30339
(770) 221-9990
(Address, Including Zip Code and Telephone Number, Including Area Code, of
Registrant's Principal Executive Offices)
LANCE B. CORNELL
Senior Vice President--Finance
Chief Financial Officer
1765 The Exchange, Suite 450
Atlanta, Georgia 30339
Telephone: (770) 221-9990
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code,
of Agent for Service)
Copies to:
Oby T. Brewer III, Esq.
Lauren Z. Burnham, Esq.
MORRIS, MANNING & MARTIN, L.L.P.
1600 Atlanta Financial Center
3343 Peachtree Road, N.E.
Atlanta, Georgia 30326
Telephone: (404) 233-7000
Facsimile: (404) 365-9532
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Approximate date of commencement of proposed sale to the public: From time
to time after the effective date of this registration statement until October
23, 2000 or until such earlier time that all of the shares registered
hereunder have been sold.
If the only securities being registered in this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following box. [_]
If any of the securities being registered on this Form are offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, as amended (the "Securities Act"), other than securities offered only in
connection with dividend or interest reinvestment plans, check the following
box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [_]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, please check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. [_]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]
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4,224,476 Shares
InfoCure Corporation
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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. See "Issuance of Common Stock to Selling Stockholders." The
selling stockholders may sell these shares from time to time on the over-the-
counter market in regular brokerage transactions, in transactions directly with
market makers or in certain privately negotiated transactions. For additional
information on the methods of sale, you should refer to the section entitled
"Plan of Distribution." InfoCure will not receive any portion of the proceeds
from the sale of these shares. Each of the selling stockholders may be deemed
to an be "Underwriter," as that term is defined in the Securities Act of 1933,
as amended. InfoCure Corporation's common stock is traded on the Nasdaq Stock
Market under the symbol "INCX."
Investing in the common stock involves certain risks. See "Risk Factors"
beginning on page 3.
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 , 1999
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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................................................................ 3
Use of Proceeds............................................................. 11
InfoCure Background......................................................... 11
Issuance of Common Stock to Selling Stockholders............................ 12
Plan of Distribution........................................................ 12
Selling Stockholders........................................................ 14
Legal Matters............................................................... 18
Experts..................................................................... 18
</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
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<S> <C>
Registration Statement on Form SB-2 (with respect
to the audited financial statements contained
therein) ....................................... Effective July 10, 1997
Definitive Proxy Statement (with respect to the
description of executive compensation contained
therein)........................................ Filed on April 30, 1998
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.
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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
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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 encourage you to read the
entire prospectus carefully, including the section entitled "Risk Factors." In
this prospectus, "InfoCure," "we," "our," and "us" refer to InfoCure
Corporation and its consolidated subsidiaries.
Our Business
We are a leading national provider of healthcare practice management
software products and services. 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. Our goal is to become
the leading provider of practice management systems to targeted healthcare
practice specialties. These specialties include:
. anesthesiology . oral and maxillofacial surgery
. dermatology . podiatry
. emergency medicine . orthodontics
. radiology
. pathology
We believe that our ability to offer state-of-the-art software products that
serve the specific needs of these healthcare practice specialties and our
ability to sell additional products and services to our existing customer base
will help us achieve this goal. As of March 26, 1999, 11,081 customer sites had
installed InfoCure systems. These sites represent approximately 65,000
healthcare providers, and we have systems installed in all 50 states.
Our business model is designed to grow the sales of software systems and to
increase recurring revenue from ongoing maintenance and support and electronic
data interchange services. As a result of this model, approximately 50% of
total revenue is currently recurring in nature. We focus on growing our
installed customer base through new system sales and acquisitions. Since
October 1997, we have acquired eleven practice management systems vendors.
Our Products and Services
Our systems provide significant benefits that enable customers to manage
their practices more efficiently. Our customers are able to choose from a menu
of features and functions most essential to their practices, primarily in the
following areas:
. administrative management;
. financial management; and
. clinical information management.
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This approach of providing a menu of features and functions enables
healthcare practitioners to configure products that serve their specific needs.
In addition, we have significant opportunities to sell additional products and
services to our installed customer base.
We have recently commenced a program emphasizing and broadening the
electronic data interchange service capabilities we provide to our customers.
Electronic data interchange allows practitioners to verify insurance
eligibility, receive appropriate referrals, submit claims and receive
reimbursement electronically. We believe that greater utilization of electronic
data interchange and the resulting increase in the number of "paperless"
transactions will improve the efficiency of healthcare providers. We also
believe that fees generated from these services will be a significant source of
recurring revenue. In addition to electronic data interchange services, we have
recently begun to offer InfoMine decision support software. Using InfoMine,
practitioners can quickly analyze the performance of their practices, including
information regarding the profitability of contractual relationships with
third-party payors.
Strategies
Our objective is to become the leading provider of advanced, specialty-
specific practice management systems within targeted healthcare specialties.
Our principal strategies to achieve this objective include:
. continue to take advantage of niche market opportunities;
. cross-sell our services and pursue opportunities with existing customers;
. expand the features of products and services offered;
. establish a national marketing identity; and
. take advantage of economies of scale.
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.
Difficulties Integrating Acquired Businesses May Diminish Benefits Expected
from Our Acquisition Strategy
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.
The inability to successfully integrate our acquisitions and reduce our
operating expenses could have a material adverse effect on future 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
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.
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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.
Our Financial Statements May Reflect Charges Associated with Acquisitions and
Other Events
Our financial statements reflect numerous special charges and expenses
associated with acquisitions, corporate restructurings and compensation. Our
financial statements for the year ended December 31, 1998 reflect a total of
$17.3 million of such charges. Our future activities may cause us to incur
additional similar charges which would have the effect of reducing our future
earnings. Any such charges may also cause us to fail to meet analysts earnings
expectations which would cause the trading price of our common stock to drop.
Moreover, the SEC has recently required companies to reduce the amount of such
charges and to restate previously issued financial statements. If the SEC were
to require us to restate our financial statements, the announcement of such a
restatement could have an adverse effect on the trading price of our common
stock.
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. See "--Difficulties Integrating Acquired Businesses May
Diminish Benefits Expected from Our Acquisition Strategy."
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Operating Results May Vary and in the Past We Have Experienced Losses
Our operating results may vary significantly from quarter to quarter. Thus,
operating results for any particular quarter are not necessarily an indication
of future results. In addition, we have experienced historical losses. Our
operating results are influenced by such factors as:
. the timing of and charges associated with completed acquisitions or other
events;
. changes in customer purchasing patterns;
. competition;
. the timing of sales;
. the timing of and cost related to new product introductions and upgrades;
. the length of sales cycles;
. the time required to install products; and
. the levels of advertising and promotional expenditures.
We operate without any significant backlog of product orders. A majority of
the revenue realized in a quarter results from orders received or services
rendered in that quarter. Therefore, it is difficult to forecast revenue from
system sales. The sales and installation efforts for our AS/400 products are
more expensive and require more time than for our Windows-based products.
Moreover, sales of AS/400 products occur less frequently than sales of our
Windows-based products, but typically result in greater revenue per sale. In
addition, we recognize substantially lower margins on hardware sales relative
to software sales. Fluctuations in sales of hardware relative to sales of
software may negatively affect our operating margins in a particular quarter.
Competition Could Reduce Revenue from Our Products and Services
Currently, the practice management systems industry in the United States is
characterized by a large number of relatively small, regionally-focused
companies and a few national vendors. It is anticipated that additional
competitors are likely to enter the practice management systems market as it
expands. Some of our national competitors have greater financial, development,
technical, marketing and sales resources than we have. If competition in the
practice management systems industry intensifies, we may be required to lower
the prices we charge for our products and services. This may have a material
adverse effect on future results.
We Must Protect Our Trade Secrets
We rely on a combination of trade secrets, copyright and trademark laws,
license agreements, nondisclosure and other contractual provisions and
technical measures to protect our proprietary rights. Our software technology
is not patented and existing copyright laws offer only limited practical
protection. In addition, we generally have not entered into confidentiality
agreements with our employees. We cannot guarantee that the legal protections
that we rely on will be adequate to prevent misappropriation of our technology.
Also, these protections do not prevent independent third-party development of
competitive products or services. We believe that our products, trademarks and
other proprietary rights do not infringe upon the proprietary rights of third
parties. However, we cannot guarantee that third parties will not assert
infringement claims against us in the future or that any such assertion will
not require us to enter into a license agreement or royalty agreement with the
party asserting a claim. Regardless of the outcome of any such legal
proceedings, responding to and defending against any such infringement claim
may require significant management resources and otherwise have a material
adverse effect on future results.
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Our Products May Not Be Accepted By Customers
Evolving healthcare industry standards, technological advances in software
and hardware, and changes in customer demands require significant ongoing
expenditures for the development and timely introduction of new products and
enhancements. We cannot guarantee that we will successfully develop new
products or enhancements of existing products that will satisfy the needs of
customers. In addition, our InfoMine product may not be widely accepted by our
customers. Our failure to gain market acceptance of new products and
enhancements by both existing customers and new customers would adversely
affect our revenue.
We May Have Liability if Our Products are Defective
While we test our products, they may contain defects or problems. These
defects or problems could result in the failure of our customers' systems or
the inability of those systems to perform properly. If our products fail to
perform properly, we may incur liability or face other claims. We cannot
guarantee that we will not be subject to such claims in the future or that
contractual limitations on liability will be enforceable. While we have general
liability insurance that we believe is adequate, including coverage for errors
and omissions, we may not be able to maintain this insurance on reasonable
terms in the future. In addition, our insurance coverage may not be sufficient
to cover large claims and our insurer could disclaim coverage on claims. If we
are liable for an uninsured or underinsured claim or if our premiums increase
significantly, our financial condition could be adversely affected. Even
unsuccessful claims could result in substantial cost, divert management's
attention from our operations and decrease or delay market acceptance of our
products.
Our Stock Price is Volatile
The trading price of our common stock has been highly volatile at relatively
low trading volumes since our initial public offering and we expect significant
fluctuations to continue. These fluctuations are driven by factors including:
. quarterly variations in operating results;
. announcements of acquisitions, technological innovations or new product
releases by us or our competitors; and
. changes in prices of our products or of competitors' products.
Statements made by industry analysts relating to our competitors have
resulted in an immediate adverse effect on the market price of our common stock
in the past and could have a similar result in the future. Statements by
industry analysts regarding our business or markets could contribute to
volatility in the market price of our common stock. In addition, the stock
market has from time to time experienced extreme price and volume fluctuations
which have particularly affected the market price for the securities of many
healthcare information systems companies. These broad market fluctuations may
adversely affect the market price of our common stock.
We May Need Acquisition Financing in the Future
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
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.
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The Consolidation of the Healthcare Industry Could Adversely Affect Our 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.
We May be Subject to Changing Government Regulations
The confidentiality of patient records and the circumstances under which
such information may be used or released are subject to increasing state and
federal regulation. Regulations governing the healthcare industry are evolving
rapidly and are often unclear and difficult to apply. We cannot guarantee that
such regulations will not materially restrict the ability of our customers to
use our products which could adversely affect our business and future results.
In addition, we have not determined the extent to which our practice management
software products would be deemed to be subject to regulation by the U.S. Food
and Drug Administration. Noncompliance with applicable FDA requirements can
result in such things as fines, injunctions, suspension of production,
revocation of approvals or clearances previously granted, and criminal
prosecution. FDA policies, or other laws or regulations concerning the
manufacture or marketing of healthcare information systems, may increase the
cost and time required to deliver new or existing products and therefore may
have a material adverse effect on future results.
Future Sales Of Shares Could Affect Our Stock Price
Of the 8.9 million shares of common stock outstanding as of March 26, 1999,
only 5.6 million shares are freely tradable. However, upon the effectiveness of
the registration statement containing this prospectus and the completion of a
public offering of 3.0 million shares of our common stock, there will be 12.9
million shares of common stock outstanding. Substantially all of these shares
will be freely tradable. The market price for our common stock could fall
dramatically if our stockholders sell large amounts of our common stock in the
public market. 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.
Our Certificate of Incorporation and Bylaws and Delaware Law May Inhibit a
Takeover of InfoCure
Certain provisions of Delaware law, our Certificate of Incorporation and
Bylaws could, together or separately, have the effect of delaying, deferring or
preventing an acquisition of InfoCure and limit the price that investors might
be willing to pay in the future for our common stock. These provisions, among
other things: (a) authorize our Board of Directors to issue, without further
stockholder approval, preferred stock with rights and preferences senior to the
rights associated with the common stock; (b) classify the Board of Directors
into three classes of directors with each class serving staggered three year
terms; and (c) limit stockholders' ability to call or make proposals at
stockholder meetings.
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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.
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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 January 25, 1999, InfoCure filed with the SEC a
registration statement for the proposed sale to the public in an underwritten
offering of an estimated 3.0 million shares of common stock.
Acquisitions
Since July 10, 1997, InfoCure has acquired the following 11 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
</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 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
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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 (the "Subscription Date Price")
equal to 92.5% of the average of the lowest three consecutive trading day
closing 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, and has issued to the investor an aggregate 431,322 shares for a
total investment of $7.0 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 are 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 on the 91st day after the date of the
prospectus relating to the underwritten offering. See "Issuance of Common
Stock to Selling Stockholders."
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 determined
as 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 (the "Effective Date Price") 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:
. 3,016,630 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
. 299,983 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. 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: (i) 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 (ii) 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.
10
<PAGE>
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 such time as the selling stockholders may be engaged in the attempt to
sell shares registered hereunder, they will: (i) not engage in any
stabilization activity in connection with any of InfoCure's securities; (ii)
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; (iii) 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 (iv) 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 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
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.
11
<PAGE>
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.
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 Chiarman.
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 March 26, 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 and
assumes completion of the underwritten offering. For purposes of calculating
the percentage beneficially owned, the shares of common stock deemed
outstanding include:
. 8,888,936 shares outstanding as of March 26, 1999;
. 1,000,070 shares issuable upon the conversion of the 850,060 shares of
Series A Preferred;
. 100,644 shares issuable upon conversion of outstanding convertible
notes; 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. For each
person who beneficially owns shares of Series A Preferred, common stock
ownership reflects the conversion of such Series A Preferred shares into shares
of common stock at a conversion price of $8.50 per share.
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 4.2% 315,812 233,120 1.8%
Reid W. Simmons(2)............. 466,036 3.6 465,036 1,000 *
James D. Davis(2).............. 465,036 3.1 465,036 -- --
Crescent International
Limited(3).................... 369,983 2.9 369,983 -- --
Richard E. Perlman(4).......... 352,055 2.7 110,000 242,055 1.9
Bailey, Joe M.................. 4,354 * 4,354 -- --
</TABLE>
12
<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>
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 -- --
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 -- --
</TABLE>
13
<PAGE>
<TABLE>
<CAPTION>
Common Common Stock
Common Stock Stock to Beneficially
Beneficially Owned be Sold 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>
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 -- --
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 1.9 245,000 -- --
Micro-Software Designs,
Inc.(9)........................ 135,000 1.0 135,000 -- --
</TABLE>
14
<PAGE>
<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>
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 1.3 164,000 -- --
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................ 1,571 * 1,571 -- --
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................ 194,289 1.5 77,224 117,065 *
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................... 109,587 * 109,587 -- --
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 3.0 391,899 -- --
Williams, Robert............... 9,114 * 9,114 -- --
</TABLE>
15
<PAGE>
<TABLE>
<CAPTION>
Common Stock Common Common Stock
Beneficially Stock to Beneficially
Owned be Sold 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>
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....... 30,760 * 30,760 -- --
Hornick, Keith.................. 1,888 * 1,888 -- --
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......................... 4,224,476
=========
</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.
16
<PAGE>
(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 57,760 shares of InfoCure's common stock.
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 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.
17
<PAGE>
PART II
Item 14. Other Expenses of Issuance and Distribution
<TABLE>
<S> <C>
Securities and Exchange Commission registration fee.............. $31,944
Accountants' fees and expenses................................... 5,000
Legal fees and expenses.......................................... 5,000
Miscellaneous.................................................... 5,000
-------
Total Expenses................................................. $46,944
</TABLE>
All fees other than the SEC registration fee are estimated. None of the
expenses of the issuance and distribution of the common stock being offered
will be borne by the selling stockholders.
Item 15. Indemnification of Directors and Officers
InfoCure's Bylaws effectively provide that InfoCure shall, to the full
extent permitted by Section 145 of the General Corporation Law of the State of
Delaware, as amended from time to time ("Section 145"), indemnify all persons
whom it may indemnify pursuant thereto. In addition, InfoCure's Certificate of
Incorporation eliminates personal liability of its directors to the full extent
permitted by Section 102(b)(7) of the General Corporation Law of the State of
Delaware, as amended from time to time ("Section 102(b)(7)").
Section 145 permits a corporation to indemnify its directors and officers
against expenses (including attorney's fees), judgments, fines and amounts paid
in settlements actually and reasonably incurred by them in connection with any
action, suit, or proceeding brought by a third party of such directors or
officers acted in good faith and in a manner they reasonably believed to be in
or not opposed to the best interests of the corporation and, with respect to
any criminal action or proceeding, had no reason to believe their conduct was
unlawful. In a derivative action, indemnification may be made only for expenses
actually and reasonably incurred by directors and officers in connection with
the defense or settlement of an action or suit and only with respect to a
matter as to which they shall have acted in good faith and in a manner they
reasonably believed to be in or not opposed to the best interest of the
corporation, except that no indemnification shall be made if such person shall
have been adjudged liable to the corporation, unless and only to the extent
that the court in which the action or suit was brought shall determine upon
application that the defendant officers or directors are reasonably entitled to
indemnity for such expenses despite such adjudication of liability.
Section 102(b)(7) provides that a corporation may eliminate or limit the
personal liability of a director to the corporation or its stockholders for
monetary damages for breach of fiduciary duty as a director, provided that such
provision shall not eliminate or limit the liability of a director (i) for any
breach of the director's duty of loyalty to the corporation or its
stockholders, (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) for willful or
negligent conduct in paying dividends or repurchasing stock out of other than
lawfully available funds or (iv) for any transaction from which the director
derived an improper benefit. No such provision shall eliminate or limit the
liability of a director for any act or omission occurring prior to the date
when such provision becomes effective.
II-1
<PAGE>
Item 16. Exhibits
<TABLE>
<CAPTION>
Exhibit
Number Description
------- -----------
<C> <S>
3.1 Amended Certificate of Incorporation of InfoCure (incorporated by
reference to Exhibit 4.1 filed with InfoCure's Registration Statement
on Form S-8) (Registration No. 333-74773.
3.2 Amended and Restated Bylaws of InfoCure (incorporated by reference to
Exhibit of the same number filed with InfoCure's Registration
Statement on Form S-3) (Registration No. 333-71109).
4.1 See Exhibits 3.1 and 3.2 for provisions of the Amended Certificate of
Incorporation and Bylaws of InfoCure defining rights of the holders of
common stock of InfoCure.
4.2 Specimen Certificate of shares of common stock (incorporated by
reference to Exhibit of the same number filed with InfoCure's
Registration Statement on Form SB-2) (Registration No. 333-18923).
5.1 Opinion of Morris, Manning & Martin, L.L.P., counsel to InfoCure, as
to legality of the shares being registered.
23.1 Consent of BDO Seidman, LLP
23.2 Consent of Morris, Manning & Martin, L.L.P. (included in Exhibit 5.1)
24.1 Powers of Attorney (included on signature page)
</TABLE>
Item 17. Undertakings
(a) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(b) Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that, in the opinion of the Commission, such indemnification
is against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses incurred or
paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act and will be governed
by the final adjudication of such issue.
(c)The undersigned registrant hereby undertakes that:
(i) For purposes of determining any liability under the Securities Act,
the information omitted from the form of prospectus filed as part of this
registration statement in reliance upon Rule 430A and contained in the form
of prospectus filed by the Registrant pursuant to Rule 424(b)(1) or (4) or
497(h) under the Securities Act shall be deemed to be part of this
registration statement as of the time it was declared effective.
(ii) For purposes of determining any liability under the Securities Act,
each post-effective amendment that contains a form of prospectus shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
II-2
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-3 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Atlanta, State of Georgia on the 8th day of
April, 1999.
INFOCURE CORPORATION
/s/ Frederick L. Fine
By: _________________________________
Frederick L. Fine President and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, as amended, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
/s/ Frederick L. Fine President, Chief
- --------------------------------- Executive Officer and April 8, 1999
Frederick L. Fine Director (Principal
Executive Officer)
Executive Vice
* President, Secretary April 8, 1999
- --------------------------------- and Director
James K. Price
Chairman, Treasurer and
* Director April 8, 1999
- ---------------------------------
Richard E. Perlman
Senior Vice President--
* Finance and Chief April 8, 1999
- --------------------------------- Financial Officer
Lance B. Cornell (Principal Financial
Officer)
Vice President and
* Director April 8, 1999
- ---------------------------------
Michael E. Warren
Vice President--Finance,
* Assistant Secretary and April 8, 1999
- --------------------------------- Assistant Treasurer
Gary W. Plumer (Principal
Accounting Officer)
Director
* April 8, 1999
- ---------------------------------
James D. Elliot
Director
* April 8, 1999
- ---------------------------------
Raymond H. Welsh
*By /s/ Frederick:L. Fine
------------------------------
Frederick L. Fine
Attorney-in-Fact
II-3
<PAGE>
April 8, 1999
InfoCure Corporation
1765 The Exchange, Suite 450
Atlanta, Georgia 30339
Re: Registration Statement on Form S-3
Ladies and Gentlemen:
We have acted as counsel for InfoCure Corporation, a Delaware corporation
(the "Company"), in connection with the registration under the Securities Act of
1933, as amended, pursuant to the Company's Registration Statement on Form S-3
(No. 333-73097) (the "Registration Statement"), of a proposed offering of
4,224,476 shares (the "Shares) of the Company's common stock, $0.001 par value
(the "Common Stock"), all of which are to be sold by the selling stockholders
(the "Selling Stockholders") named in the Registration Statement.
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 the outstanding shares of the Common Stock
and the Shares, as appropriate, 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, 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-3.
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
InfoCure Corporation
Atlanta, Georgia
We hereby consent to the use of our report relating to the consolidated
financial statements of InfoCure Corporation 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 by reference in the
prospectus constituting a part of this registration statement number 333-73097
on Form S-3; in the prospectus constituting a part of the registration statement
number 333-48829 on Form S-8; and in the prospectus constituting the
registration statement number 333-71109 on Form S-3.
We also consent to the reference to us under the caption "Experts" in the
prospectus.
BDO Seidman, LLP
Atlanta, Georgia
April 8, 1999
