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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 21, 2000
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
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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<S> <C>
DELAWARE 58-2271614
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
</TABLE>
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)
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INDIVIDUAL NON-PLAN STOCK OPTION AGREEMENT
(Full title of the Plans)
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<S> <C>
JAMES A. COCHRAN COPY TO:
CHIEF FINANCIAL OFFICER JOHN J. KELLEY III
INFOCURE CORPORATION KING & SPALDING
1765 THE EXCHANGE, SUITE 450 191 PEACHTREE STREET, N.E.
ATLANTA, GEORGIA 30339 ATLANTA, GEORGIA 30303
(770) 221-9990 (404) 572-4600
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(Name, address, including zip code, and telephone number, including area code,
of agent for service)
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CALCULATION OF REGISTRATION FEE
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PROPOSED PROPOSED
AMOUNT MAXIMUM MAXIMUM AMOUNT OF
TITLE OF SECURITIES TO BE OFFERING PRICE AGGREGATE REGISTRATION
TO BE REGISTERED REGISTERED PER SHARE OFFERING PRICE FEE
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<S> <C> <C> <C> <C>
Common Stock, $.001 par value per
share........................... 23,864 shares(1) $0.67465(2) $16,099.85 $4.25
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(1) Represents shares reserved for issuance by Registrant in connection with an
individual non-plan stock option agreement.
(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 price at which the options may be exercised.
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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 the holder of the option to acquire the shares of common stock of
InfoCure Corporation, the issuance of which is being registered by this
registration statement, as specified by Rule 428(b)(1) of the Securities Act of
1933, as amended (the "Securities Act"). In accordance with the instructions to
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.
All share and per share information included in this Registration Statement
reflects a 2-for-1 stock split in the form of a stock dividend paid by InfoCure
on August 19, 1999.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents have been previously filed by InfoCure with the
Commission and are incorporated herein by reference into this Registration
Statement as of their respective dates:
(a) InfoCure's Annual Report on Form 10-K/A for InfoCure's fiscal year
ended December 31, 1999;
(b) InfoCure's Quarterly Report on Form 10-Q for the quarter ended
March 31, 2000;
(c) The financial statements of The Healthcare Systems Division of The
Reynolds and Reynolds Company included in InfoCure's Prospectus filed
pursuant to Rule 424(b)(4) on April 22, 1999 which constitutes part of the
Registration Statement on Form S-3 (No. 333-71109); and
(d) InfoCure's Registration Statement on Form 8-A (with respect to the
description of InfoCure's Common Stock), as filed with the Commission on
January 28, 1999.
All documents filed by InfoCure pursuant to Sections 13(a), 13(c), 14, and
15(d) of the Exchange Act subsequent to the date of the Registration Statement
and prior to the filing of a post-effective amendment to this Registration
Statement indicating that all securities offered hereunder have been sold or
deregistering all securities then remaining unsold, shall be deemed to be
incorporated herein by reference into this Registration Statement and shall be
deemed to be a part hereof from the date of filing of such documents.
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
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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.
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
The validity of the shares of Common Stock covered by this Registration
Statement were passed upon for InfoCure by King & Spalding.
The consolidated financial statements of InfoCure Corporation and its
subsidiaries incorporated by reference in this prospectus have been audited by
BDO Seidman, LLP, independent certified public accountants, to the extent and
for the periods as set forth in their reports incorporated herein by reference,
and are incorporated herein in reliance upon such reports given upon the
authority of said firm as experts in accounting and auditing.
The financial statements of The Healthcare Systems Division of The Reynolds
and Reynolds Company as of September 30, 1998 and 1997 and for the years ended
September 30, 1998, 1997 and 1996 incorporated by reference in this prospectus
from InfoCure Corporation's Registration Statement on Form S-3 (with respect to
a public offering of 3,759,000 common shares), effective April 21, 1999, have
been audited by Deloitte & Touche LLP, independent auditors, as stated in their
report, which is incorporated herein by reference, have been so incorporated and
in reliance upon the report of such firm given upon their authority as experts
in accounting and auditing.
The consolidated financial statements of Datamedic Holding Corp. and
subsidiaries as of March 31, 1999 and 1998, and for each of the years in the
three-year period ended March 31, 1999, have been incorporated by reference
herein in reliance upon the report of KPMG LLP, independent certified public
accountants, incorporated by reference herein, and upon the authority of said
firm as experts in accounting and auditing.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145 of the Delaware General Corporation Law permits a Delaware
corporation to indemnify officers, directors, employees and agents for actions
taken 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, which they had no reasonable cause to believe was unlawful. The
Delaware General Corporation Law provides that a corporation may pay expenses
(including attorneys' fees) incurred by an officer or director in defending any
civil, criminal, administrative or investigative action, and must reimburse a
successful defendant for expenses, including attorney's fees, actually and
reasonably incurred, and permits a corporation to purchase and maintain
liability insurance for its directors and officers. The Delaware General
Corporation Law provides that indemnification may not be made for any claim,
issue or matter as to which a person has been adjudged by a court of competent
jurisdiction to be liable to the corporation, unless and only to the extent a
court determines that the person is entitled to indemnity for such expenses as
the court deems proper.
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InfoCure's bylaws provide that InfoCure shall, to the full extent permitted
by Section 145, indemnify any person, made or threatened to be made a party to
any threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative, by reason of the fact that such
person is, was or is about to become an officer, director, employee or agent of
InfoCure. InfoCure shall pay the expenses (including attorneys' fees) incurred
by a person in defending any proceeding in advance of its final disposition,
provided, however, that, to the extent required by law, such payment of expenses
in advance of the final disposition of the proceeding shall be made by InfoCure
only upon receipt of an undertaking by the person to repay all amounts advanced
if it should be ultimately determined that the person is not entitled to be
indemnified.
In addition, InfoCure's certificate of incorporation eliminates or limits
personal liability of its directors to the full extent permitted by Section
102(b)(7) of the Delaware General Corporation Law.
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
personal 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.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
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:
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EXHIBIT
NO. DESCRIPTION
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4.1 -- Certificate of Incorporation of InfoCure Corporation with
all amendments thereto (incorporated by reference to Exhibit
3.1 to InfoCure's Annual Report on Form 10-K for the fiscal
year ended December 31, 1999).
4.2 -- Second Amended and Restated Bylaws of InfoCure Corporation
(incorporated by reference to Exhibit 3.2 to InfoCure's
Annual Report on Form 10-K for the fiscal year ended
December 31, 1999).
5.1 -- Opinion of King & Spalding as to the legality of the
securities being registered.
23.1 -- Consent of BDO Seidman, LLP
23.2 -- Consent of Deloitte & Touche LLP
23.3 -- Consent of KPMG LLP
23.4 -- Consent of King & Spalding (included in Exhibit 5.1)
24.1 -- Powers of Attorney (included on signature page)
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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; and
(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.
(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.
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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 21st day of
June, 2000.
INFOCURE CORPORATION
By: /s/ JAMES A. COCHRAN
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James A. Cochran
Chief Financial Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Frederick L. Fine and James A. Cochran, 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
indicated on June 21, 2000.
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SIGNATURE TITLE
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<S> <C>
/s/ FREDERICK L. FINE President, Chief Executive Officer and
------------------------------------------------ Director (Principal Executive
Frederick L. Fine Officer)
/s/ JAMES K. PRICE Executive Vice President, Secretary and
------------------------------------------------ Director
James K. Price
/s/ RICHARD E. PERLMAN Chairman, Treasurer and Director
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Richard E. Perlman
/s/ JAMES A. COCHRAN Senior Vice President -- Finance and
------------------------------------------------ Chief Financial Officer (Principal
James A. Cochran Financial Officer and Principal
Accounting Officer)
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SIGNATURE TITLE
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<S> <C>
Director
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James D. Elliot
Director
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Raymond H. Welsh
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