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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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MEDE AMERICA CORPORATION
(Exact name of registrant as specified in its charter)
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<S> <C> <C>
DELAWARE 7374 11-3270245
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer Identification No.)
incorporation or organization) Classification Code Number)
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90 MERRICK AVENUE, SUITE 501
EAST MEADOW, NEW YORK 11554
(516) 542-4500
(Address, including zip code, and telephone number, including area
code, of registrant's principal executive offices)
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DAVID M. GOLDWIN, ESQ.
GENERAL COUNSEL
MEDE AMERICA CORPORATION
90 MERRICK AVENUE, SUITE 501
EAST MEADOW, NEW YORK 11554
(516) 542-4500
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
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COPIES TO:
MARK J. TANNENBAUM, ESQ. FREDERICK W. KANNER, ESQ.
REBOUL, MACMURRAY, HEWITT, DEWEY BALLANTINE LLP
MAYNARD & KRISTOL 1301 AVENUE OF THE AMERICAS
45 ROCKEFELLER PLAZA NEW YORK, NY 10019
NEW YORK, NY 10111 (212) 259-8000
(212) 841-5700
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after this Registration Statement becomes effective.
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box: [ ]
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. [X] SEC File
No.333-55977
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, 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(d)
under the Securities Act, 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. [ ]
CALCULATION OF REGISTRATION FEE
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PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TITLE OF EACH CLASS OF SECURITIES AMOUNT TO BE OFFERING PRICE PER AGGREGATE OFFERING REGISTRATION
TO BE REGISTERED REGISTERED(1) SHARE(2) PRICE(2)(3) FEE
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Common Stock, $.01 par value......... 516,043 shares $ 13.00 $6,900,230 $2,036
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(1) Includes 67,310 shares of Common Stock that may be sold pursuant to the
Underwriters' over-allotment option. See "Underwriting."
(2) Estimated solely for purposes of calculating the amount of the registration
fee paid pursuant to Rule 457(a) under the Securities Act of 1933, as
amended.
(3) Shares of Common Stock with a maximum offering price of $62,100,000 were
registered under SEC File No. 333-55977, and a filing fee of $18,320 was
previously paid with respect thereto.
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EXPLANATORY NOTE
This registration statement relates to the public offering of Common Stock
of MedE America Corporation contemplated by a Registration Statement on Form
S-1, Securities and Exchange Commission File No. 333-55977 (the "Prior
Registration Statement") and is filed solely to increase the number of shares to
be offered in such offering by 448,733 shares plus up to 67,310 shares that may
be sold pursuant to the Underwriters' over-allotment option. The contents of the
Prior Registration Statement are hereby incorporated by reference.
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PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) Exhibits
EXHIBIT
NUMBER DESCRIPTION
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5.1 -- Opinion of Reboul, MacMurray, Hewitt, Maynard & Kristol.
23.1 -- Consent of Deloitte & Touche LLP, independent accountants.
23.2 -- Consent of Deloitte & Touche LLP, independent accountants.
23.3 -- Consent of KPMG LLP, independent accountants.
23.4 -- Consent of Reboul, MacMurray, Hewitt, Maynard & Kristol (included
in Exhibit 5.1).
24.1* -- Power of Attorney.
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* Incorporated by reference from the signature page of Registration Statement
on Form S-1 of the Registrant, SEC File No. 333-55977
II-1
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned thereunto duly authorized, on February 1, 1999.
MEDE AMERICA CORPORATION
By: THOMAS P. STAUDT
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Thomas P. Staudt
President and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities held on the dates indicated.
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SIGNATURES TITLE DATE
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THOMAS P. STAUDT President and Chief Executive February 1, 1999
- ------------------------- Officer (Principal executive officer);
Thomas P. Staudt Director
THOMAS P. STAUDT* Chief Financial Officer (Principal February 1, 1999
- ------------------------- financial and accounting officer)
Richard P. Bankosky
THOMAS P. STAUDT* Director February 1, 1999
- -------------------------
Thomas E. McInerney
THOMAS P. STAUDT* Director February 1, 1999
- -------------------------
Anthony J. de Nicola
THOMAS P. STAUDT* Director February 1, 1999
- -------------------------
Timothy M. Murray
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* As attorney-in-fact.
II-2
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EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
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5.1 -- Opinion of Reboul, MacMurray, Hewitt, Maynard & Kristol.
23.1 -- Consent of Deloitte & Touche LLP, independent accountants.
23.2 -- Consent of Deloitte & Touche LLP, independent accountants.
23.3 -- Consent of KPMG LLP, independent accountants.
23.4 -- Consent of Reboul, MacMurray, Hewitt, Maynard & Kristol (included
in Exhibit 5.1).
24.1* -- Power of Attorney.
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* Incorporated by reference from the signature page of Registration Statement
on Form S-1 of the Registrant, SEC File No. 333-55977
EXHIBIT 5.1
REBOUL, MACMURRAY, HEWITT, MAYNARD & KRISTOL
45 Rockefeller Plaza
New York, New York 10111
February 1, 1999
MedE America Corporation
90 Merrick Avenue
East Meadow, New York 11554
Ladies and Gentlemen:
We have acted as counsel to MedE America Corporation, a Delaware
corporation (the "Company"), in connection with the preparation and filing on or
about the date hereof of the Registration Statement of the Company on Form S-1,
as amended (the "Registration Statement") pursuant to Rule 462(b) under the
Securities Act of 1933, as amended (the "Securities Act"), relating to the
public offering (the "Offering") by the Company of up to 516,043 shares
(including 67,310 shares subject to over-allotment options) of Common Stock,
$.01 par value, of the Company (the "Common Stock"). The Registration Statement
registers additional shares to be sold in the public offering of shares of
Common Stock contemplated by a Registration Statement of the Company on Form S-1
(SEC File No. 333-55977), which was declared effective by the Securities and
Exchange Commission on February 1, 1999.
In that connection, we have participated in the preparation of the
Registration Statement, including the Prospectus contained therein (the
"Prospectus") and have reviewed certain corporate proceedings. In addition, we
have examined originals or copies certified or otherwise identified to our
satisfaction, of such corporate records, agreements, documents and other
instruments, and such certificates or comparable documents of public officials
and of officers and representatives of the Company, as we have deemed necessary
to form a basis for the opinions hereinafter set forth.
In such examination, we have assumed the genuineness of all signatures, the
legal capacity of natural persons, the authenticity of all documents submitted
to us as originals, the conformity to original documents of all documents
submitted to us as certified or photostatic copies and the authenticity of all
such latter documents. As to all questions of fact material to this opinion that
have not been independently established, we have relied upon certificates or
comparable documents of officers and representatives of the Company.
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Based on the foregoing, and subject to the qualifications stated herein, we
are of the opinion that:
1. The Company is a corporation duly incorporated and validly existing
under the laws of the State of Delaware.
2. The shares of Common Stock to be registered for sale by the Company
under the Registration Statement have been duly authorized and, when issued and
paid for as contemplated by the Prospectus, will be validly issued, fully paid
and non-assessable.
The opinions expressed herein are limited to the corporate laws of the
State of Delaware and we express no opinion as to the effect on the matters
covered by this letter of the laws of any other jurisdiction.
The opinions expressed herein are rendered solely for your benefit in
connection with the transactions described herein. These opinions may not be
used or relied upon by any other person, nor may this letter or any copies
thereof be furnished to a third party, filed with a governmental agency, quoted
cited or otherwise referred to without our prior written consent.
We hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement. In giving the foregoing consent, we do not admit that we
are in the category of persons whose consent is required under Section 7 of the
Securities Act or the rules and regulations of the Securities and Exchange
Commission promulgated thereunder.
Very truly yours,
REBOUL, MACMURRAY, HEWITT
MAYNARD & KRISTOL
2
EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
MEDE America Corporation
East Meadow, New York
We consent to the incorporation by reference in this Registration Statement
of MedE America Corporation on Form S-1 of: our report dated August 5, 1998
(October 7, 1998 as to Note 6.b, December 11, 1998 as to Note 13 and January 29,
1999 as to Note 14)(which expresses an unqualified opinion and includes an
explanatory paragraph relating to the restatement described in Note 13) relating
to the consolidated financial statements of MedE America Corporation as of June
30, 1997 and 1998 and for each of the three years in the period ended June 30,
1998, appearing in the Prospectus which is a part of Registration Statement No.
333-55977 on Form S-1; our report dated January 29, 1999 relating to the
financial statement schedule of MedE America Corporation for each of the three
years in the period ended June 30, 1998 appearing in Registration Statement No.
333-55977 on Form S-1; and to the reference to us under the heading "Experts" in
such Prospectus.
DELOITTE & TOUCHE LLP
Jericho, New York
February 1, 1999
EXHIBIT 23.2
INDEPENDENT AUDITORS' CONSENT
MEDE America Corporation
East Meadow, New York
We consent to the incorporation by reference in this Registration Statement
of MedE America Corporation on Form S-1 of our report dated October 7, 1997
relating to the statement of income of The Stockton Group, Inc. for the year
ended June 30, 1997, appearing in the Prospectus, which is a part of
Registration Statement No. 333-55977 of MEDE America Corporation on Form S-1,
and to the reference to us under the heading "Experts" in such Prospectus.
DELOITTE & TOUCHE LLP
Charlotte, North Carolina
February 1, 1999
EXHIBIT 23.3
INDEPENDENT AUDITORS' CONSENT
The Board of Directors
HealthCare Interchange, Inc.:
We consent to the use, in the registration statement on Form S-1, to be
filed on February 1, 1999, of MedE America Corporation, of our audit report,
dated September 8, 1998, except as to notes 3 and 15, which are as of October
30, 1998, on the consolidated balance sheet of HealthCare Interchange, Inc. and
subsidiary as of June 30, 1998 and the related consolidated statements of
operations, stockholders' equity (deficit), and cash flows for the nine-month
period ended June 30, 1998, which report appears in the registration statement
No. 333-55977 on Form S-1 of MedE America Corporation, dated January 29, 1999,
and to the reference to our firm under the heading "Experts" in the prospectus.
KPMG LLP
St. Louis, Missouri
February 1, 1999
