As filed with the Securities and Exchange Commission on November 29, 1995
Registration No. 33-64093
- -------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________________
AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
Under
The Securities Act of 1933
__________________________
CERNER CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 43-1196944
(State or other 2800 Rockcreek Parkway (I.R.S. Employer
jurisdiction of Suite 601 Identification No.)
incorporation or Kansas City, Missouri
organization) 64117
(816) 221-1024
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
__________________________
Clifford W. Illig
President
CERNER CORPORATION
2800 Rockcreek Parkway
Suite 601
Kansas City, Missouri 64117
(816) 221-1024
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copy to:
Patrick A. Pohlen, Esq.
Stinson, Mag & Fizzell, P.C.
Kansas City, Missouri 64106
(816) 842-8600
__________________________
Approximate date of commencement of proposed sale
to the public: From time to time after the effective date of
this registration statement.
If the only securities being registered on 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 to be offered on a delayed or continuous basis
pursuant to Rule 415 under the Securities Act of 1933, 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, 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. [ ]
__________________________________________________
The Registrant hereby amends this Registration Statement
on such date or dates as may be necessary to delay its
effective date until the Registrant shall file a further
amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance
with section 8(a) of the Securities Act of 1933 or until the
Registration Statement shall become effective on such date as
the Commission acting pursuant to said section 8(a), may
determine.
==============================================================
<PAGE>
Information contained herein is subject to completion or
amendment. A registration statement relating to these
securities has been filed with the Securities and Exchange
Commission. These securities may not be sold nor may offers
to buy be accepted prior to the time the registration
statement becomes effective. This prospectus shall not
constitute an offer to sell or the solicitation of an offer
to buy nor shall there be any sale of these securities in any
State in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the
securities laws of any such State.
Subject to Completion, dated November 29, 1995
Prospectus
Cerner Corporation
160,000 Shares
of
Common Stock
par value $.01 per share
_________________________________
This Prospectus relates to 160,000 shares (the
"Shares") of Common Stock, par value $.01 per share (the
"Common Stock"), of Cerner Corporation (the "Company"). The
Shares may be offered from time to time, by Gerald E. Bisbee,
Jr., a director of the Company, and Thomas C. Tinstman, M.D.,
an officer and director of the Company (together, the
"Selling Stockholders"), on terms to be determined at the
time of sale (each an "Offering" and, collectively, the
"Offerings"). The Shares consist of 80,000 shares of Common
Stock issuable upon the exercise of stock options by each of
the Selling Stockholders. The Shares will be sold for the
account of the Selling Stockholders and the Company will not
receive any proceeds from the sale of the Shares. The
Company has agreed to bear all expenses relating to the
registration and sale of the Shares other than selling
commissions and fees of the Selling Stockholders.
The Selling Stockholders have advised the Company that
they may from time to time sell Shares through underwriters,
dealers or agents or directly to purchasers, in open market
or in privately negotiated transactions. See "Plan of
Distribution."
The Common Stock is traded in the over-the-counter
market and is quoted through the Nasdaq National Market
System under the symbol "CERN." On November 28, 1995, the
average of bid and asked prices for shares of Common Stock,
as reported by Nasdaq National Market System, was $26.75 per
share.
_________________________________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR
ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
No dealer, salesperson or other person has been
authorized to give any information or to make any
representations not contained or incorporated by reference in
this Prospectus and, if given or made, such other information
or representation must not be relied upon as having been
authorized by the Company, any Selling Stockholder or any
other person. Neither the delivery of this Prospectus nor
any sale made herein shall, under the circumstances, create
any implication that there has been no change in the affairs
of the Company since the date hereof. This Prospectus does
not constitute an offer to sell or solicitation of an offer
to buy the securities offered hereby to any person or by
anyone in any jurisdiction in which such offer or
solicitation may not lawfully be made.
_________________________________
The date of this Prospectus is November 29, 1995.
<PAGE>
(inside front cover page of prospectus)
AVAILABLE INFORMATION
The Company is subject to the informational requirements
of the Securities Exchange Act of 1934 (the "Exchange Act"),
and in accordance therewith files reports, proxy statements
and other information with the Securities and Exchange
Commission (the "Commission"). Such reports, proxy
statements and other information concerning the Company may
be inspected and copied at the public reference facilities
maintained by the Commission at Room 1024, 450 Fifth Street,
N.W., Washington, D.C. 20549, and at the Commission's
Regional Offices at Seven World Trade Center, New York, New
York 10048 and at Citicorp Center, 500 West Madison Street,
Chicago, Illinois 60661. Copies of such material can also be
obtained upon written request addressed to the Commission,
Public Reference Section, 450 Fifth Street, N.W., Washington,
D.C. 20549, at prescribed rates. The Common Stock is
included for quotation on the Nasdaq National Market System,
and such reports, proxy statements and other information
should be available for inspection and copying at the offices
of the National Association of Securities Dealers, Inc., 1735
K Street, N.W., Washington, D.C. 20006.
The Company has filed with the Commission a registration
statement on Form S-3 (herein, together with all amendments
and exhibits, the "Registration Statement") under the
Securities Act of 1933, as amended (the "Securities Act"),
with respect to the Shares. This Prospectus does not contain
all of the information set forth in the Registration
Statement, certain parts of which are omitted in accordance
with the rules and regulations of the Commission. Statements
made in this Prospectus as to the content of any contract,
agreement or other document referred to are not necessarily
complete. With respect to each such contract, agreement or
other document filed or incorporated by reference as an
exhibit to the Registration Statement, reference is made to
the exhibit for a more complete description of the matter
involved, and each such statement shall be deemed qualified
in its entirety by such reference.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Company with the
Commission pursuant to the Exchange Act are incorporated
herein by reference: (i) the Company's Annual Report on Form
10-K for the year ended December 31, 1994; (ii) the Company's
Quarterly Report on Form 10-Q for the quarter ended April 1,
1995; (iii) the Company's Quarterly Report on Form 10-Q for
the quarter ended July 1, 1995; (iv) the Company's Quarterly
Report on Form 10-Q for the quarter ended September 30, 1995;
and (v) the description of the Common Stock contained in the
Company's Registration Statement on Form 8-A (File No. 0-
15386), including any amendments or reports filed for the
purpose of updating such description.
All documents filed by the Company pursuant to Section
13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to
the date of this Prospectus and prior to the termination of
the Offerings shall be deemed to be incorporated by reference
in this Prospectus and to be a part hereof from the date of
filing of such documents, except that in no event shall any
information included in any such document in response to Item
402(i), (k) or (l) of Regulation S-K be deemed to constitute
a part of this Prospectus.
Any statement contained herein or in a document incorporated or
deemed to be incorporated by reference herein shall be deemed
to be modified or superseded for purposes of this Prospectus
to the extent that a statement contained in any subsequently
filed document which is deemed to be incorporated by
<PAGE>
(inside front cover page of prospectus continued)
reference herein modifies or supersedes such statement. Any
such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of
this Prospectus.
The Company will provide, without charge, to each person
to whom a copy of this Prospectus is delivered, upon the
written or oral request of such person, a copy of any or all
of the documents incorporated by reference herein (other than
exhibits thereto, unless such exhibits are specifically
incorporated by reference into the information that this
Prospectus incorporates). Written or telephone requests for
such copies should be directed to the Company's principal
office: Cerner Corporation, 2800 Rockcreek Parkway, Suite
601, Kansas City, Missouri 64117, Attention: Kim Stevens,
(816) 221-1024.
<PAGE>
THE COMPANY
The Company designs, develops, markets and supports
computer software information systems for use in automating
the process of healthcare for providers, such as hospitals,
clinics, HMOs and reference laboratories. The Company's
systems are designed to automate the patient care processes
for diagnosis and treatment of patients. The systems present
information to healthcare professionals in a comprehensive
manner which emphasizes the clinically significant attributes
of the data while managing orders, capturing and validating
information and scheduling tests and procedures.
The Company was incorporated in Missouri in 1980.
Through a merger into a wholly-owned Delaware subsidiary
effected in June 1987, the Company became a Delaware
corporation. The Company's principal executive offices are
located at 2800 Rockcreek Parkway, Kansas City, Missouri
64117, and its telephone number is (816) 221-1024.
USE OF PROCEEDS
The Company will not receive any proceeds from the sale
of Shares by the Selling Stockholders. See "Selling
Stockholders."
SELLING STOCKHOLDERS
The Shares which may be offered hereby are for the
account of the Selling Stockholders, Gerald E. Bisbee, Jr., a
director of the Company, and Thomas C. Tinstman, M.D., an
officer and director of the Company. As of the date hereof,
Mr. Bisbee owns 1,400 shares of Common Stock, directly and of
record, and Dr. Tinstman owns 600 shares of Common Stock,
directly and of record. In addition to the Common Stock
owned directly and of record by Mr. Bisbee and Dr. Tinstman,
each of Mr. Bisbee and Dr. Tinstman has stock options to
purchase 80,000 shares of Common Stock. The aggregate of
162,000 shares so held constitutes the entire beneficial
interest in shares of Common Stock of the Selling
Stockholders.
PLAN OF DISTRIBUTION
The Selling Stockholders may from time to time effect
the sale of up to 160,000 of the Shares covered by this
Prospectus. Such sales may be made in one or more
transactions in the over-the-counter market, at prices and at
terms then prevailing or at prices related to the then-
current market price, or in negotiated transactions or
otherwise. In effecting sales, brokers or dealers engaged by
the Selling Stockholders may arrange for other brokers or
dealers to participate. The brokers or dealers engaged by
the Selling Stockholders will receive commissions or
discounts from the Selling Stockholder in amounts to be
negotiated immediately prior to the sale. Such brokers or
dealers and any other participating brokers or dealers, as
well as the Selling Stockholders, may be deemed to be
"underwriters" within the meaning of the Securities Act in
connection with such sales. The Selling Stockholders do not
deem themselves to be "underwriters" within the meaning of
the Securities Act.
<PAGE>
EXPERTS
The financial statements and schedules of Cerner
Corporation as of December 31, 1994 and 1993 and for each of
the years in the three-year period ended December 31, 1994,
incorporated by reference herein and elsewhere in the
Registration Statement, have been incorporated by reference
herein and in the Registration Statement in reliance upon the
report of KPMG Peat Marwick LLP, independent certified public
accountants, incorporated by reference herein, and upon the
authority of said firm as experts in accounting and auditing.
Documents incorporated by reference herein in the future
will include financial statements, related schedules (if
required) and auditors' reports, which financial statements
and schedules will have been examined to the extent and for
the periods set forth in such reports by the firm or firms
providing such reports, and will be incorporated by reference
herein in reliance upon such reports given upon the authority
of such firms as experts in accounting and auditing.
LEGAL MATTERS
Certain legal matters relating to the validity of the
Shares will be passed upon for the Company by Stinson, Mag &
Fizzell, P.C., counsel to the Company. As of July 27, 1995,
attorneys of such law firm owned in the aggregate 90,392
shares of Common Stock.
MATERIAL CHANGES
There have been no material changes in the Company's
affairs which have occurred since December 31, 1994, the end
of the latest fiscal year of the Company for which certified
financial statements were included in the Company's Annual
Report to Stockholders, and which have not been described in
a report on Form 10-Q or Form 8-K filed under the Exchange
Act.
INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145 of the General Corporation Law of the State
of Delaware (the "DGCL") gives Delaware corporations broad
powers to indemnify their present and former directors and
officers and those of affiliated corporations against
expenses incurred in the defense of any lawsuit to which they
are made parties by reason of being or having been such
directors or officers, subject to specified conditions and
exclusions, gives a director or officer who successfully
defends an action the right to be so indemnified and
authorizes corporations to buy directors' and officers'
liability insurance. Such indemnification is not exclusive
of any other rights to which those indemnified may be
entitled under any by-laws, agreement, vote of stockholders
or otherwise.
The Company's Bylaws provide that the Company shall
indemnify officers and directors to the extent provided
therein. The Bylaws also permit the Board of Directors to
authorize the Company to purchase and maintain insurance
against any liability asserted against any director, officer,
employee or agent of the Company arising out of his capacity
as such.
In accordance with Section 102(b)(7) of the DGCL, the
Company's Restated Certificate of Incorporation provides that
directors shall not be personally liable for monetary damages
<PAGE>
for breaches of their fiduciary duty as directors except for
(1) breaches of their duty of loyalty to the Company or its
stockholders, (2) acts or omissions not in good faith or
which involve intentional misconduct or knowing violations of
law, (3) under Section 174 of the DGCL (unlawful payment of
dividends) or (4) transactions from which a director derives
an improper personal benefit.
The Company has entered into Indemnification Agreements
with the Company's directors, Clifford W. Illig, Neal L.
Patterson, Charles S. Runnion, III, David J. Hart, Gerald E.
Bisbee, Jr., Thomas C. Tinstman, M.D. and David M. Margulies,
M.D., which provide for indemnification of such persons in
certain circumstances.
The Company has obtained directors' and officers'
liability insurance for each of its directors and executive
officers which (subject to certain limits and deductibles)
(i) insures such persons against loss arising from certain
claims made against them by reason of such persons being
directors or officers, and (ii) insures the Company against
loss which it may be required or permitted to pay as
indemnification due such persons for certain claims. Such
insurance may provide coverage for certain matters as to
which the Company may not be permitted by law to provide
indemnification.
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.
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The Company will pay all expenses relating to the
registration and sale of the Shares including the filing fee
set forth herein and the costs of preparation, reproduction
and distribution for this Registration Statement and any
related prospectus and will pay any related accountants'
fees, legal fees and expenses (all of which individually and
in total are expected to be minimal and are currently
estimated not to exceed $2,500 in total). The Selling
Stockholders will bear selling commissions and fees of the
Selling Stockholders, if any, none of which are currently
susceptible of reasonable estimation.
Item 15. Indemnification of Directors and Officers.
(a) The Delaware General Corporation Law ("DGCL")
(Section 145) gives Delaware corporations broad powers to
indemnify their present and former directors and officers and
those of affiliated corporations against expenses incurred in
the defense of any lawsuit to which they are made parties by
reason of being or having been such directors or officers,
subject to specified conditions and exclusions, gives a
director or officer who successfully defends an action the
right to be so indemnified and authorizes the Registrant to
buy directors' and officers' liability insurance. Such
indemnification is not exclusive of any other rights to which
those indemnified may be entitled under any by-laws,
agreement, vote of stockholders or otherwise.
(b) The Company's Bylaws provide that the Company shall
indemnify officers and directors to the extent provided
therein. The Bylaws also permit the Board of Directors to
authorize the Company to purchase and maintain insurance
against any liability asserted against any director, officer,
employee or agent of the Company arising out of his capacity
as such.
(c) In accordance with Section 102(b)(7) of the DGCL,
the Registrant's Certificate of Incorporation provides that
directors shall not be personally liable for monetary damages
for breaches of their fiduciary duty as directors except for
(1) breaches of their duty of loyalty to the Registrant or
its stockholders, (2) acts or omissions not in good faith or
which involve intentional misconduct or knowing violations of
law, (3) under Section 174 of the DGCL (unlawful payment of
dividends) or (4) transactions from which a director derives
an improper personal benefit.
(d) The Company has entered into Indemnification
Agreements with the Company's directors, Clifford W. Illig,
Neal L. Patterson, Charles S. Runnion, III, David J. Hart,
Gerald E. Bisbee, Jr., Thomas C. Tinstman, M.D. and David M.
Margulies, M.D., which provide for indemnification of such
persons in certain circumstances.
(e) The Company has obtained directors' and officers'
liability insurance for each of its directors and executive
officers which (subject to certain limits and deductibles)
(i) insures such persons against loss arising from certain
claims made against them by reason of such persons being
directors or officers, and (ii) insures the Company against
loss which it may be required or permitted to pay as
indemnification due such persons for certain claims. Such
insurance may provide coverage for certain matters as to
which the Company may not be permitted by law to provide
indemnification.
<PAGE>
Item 16. Exhibits.
A list of the exhibits included as part of this
Registration Statement is set forth in the Exhibit Index
which immediately precedes such exhibits and is incorporated
by reference herein.
Item 17. 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 of 1933
(the "Securities Act");
(ii) To reflect in the prospectus any facts
or events arising after the effective date of this
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 this
Registration Statement;
(iii) To include any material information
with respect to the plan of distribution not
previously disclosed in this Registration
Statement or any material change to such
information in this Registration Statement;
Provided, however, that paragraphs (i) and (ii) above do
not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in
periodic reports filed by the registrant pursuant to Section
13 or Section 15(d) of the Securities Exchange Act of 1934
(the "Exchange Act") that are incorporated by reference in
this 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 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 of 1933, 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 this 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.
<PAGE>
(c) Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to
directors, officers and controlling persons of the Registrant
pursuant to the provisions referred to in Item 15, or
otherwise, the Registrant has been advised that in the
opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the
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 Act and will be governed by the final
adjudication of such issue.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of
1933, 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 Kansas City, State of Missouri, on
November 29, 1995.
CERNER CORPORATION
By: /S/CLIFFORD W. ILLIG
-----------------------------
Clifford W. Illig
President
Signature and Title Date
- ------------------------------------------- -----------------
* November 29, 1995
- ------------------------------------
Neal L. Patterson
Chairman of the Board and Director
(Principal Executive Officer)
/S/CLIFFORD W. ILLIG November 29, 1995
- ------------------------------------
Clifford W. Illig
President and Director
(Principal Accounting Officer)
* November 29, 1995
- ------------------------------------
Marc G. Naughton
Assistant Treasurer
(Principal Financial Officer)
* November 29, 1995
- ------------------------------------
Gerald E. Bisbee, Jr.
Director
* November 29, 1995
- ------------------------------------
Michael E. Herman
Director
* November 29, 1995
- ------------------------------------
Charles S. Runnion, III
Director
<PAGE>
* November 29, 1995
- ------------------------------------
Thomas C. Tinstman, M.D.
Director
* November 29, 1995
- ------------------------------------
David M. Margulies, M.D.
Director
* November 29, 1995
- ------------------------------------
David J. Hart
Director
* By: /S/CLIFFORD W. ILLIG November 29, 1995
----------------------------
Clifford W. Illig
Attorney-in-fact
<PAGE>
EXHIBIT INDEX
Number Description
5 Opinion of Stinson, Mag & Fizzell, Counsel for the
Registrant, with respect to the legality of the Common
Stock of the Registrant registered hereby. *
23 (a) Consent of Registrant's Independent Accountants.
23 (b) Consent of Registrant's Counsel (contained in
the Opinion of Counsel filed as Exhibit 5).
24 (a) Power of Attorney (included on the signature
page of this Registration Statement) *
___________________
* Previously filed.
Exhibit 23(a)
The Board of Directors
Cerner Corporation
We consent to use of our reports incorporated herein by
reference and to the reference to our firm under the heading
"Experts" in the prospectus.
KPMG PEAT MARWICK LLP
/S/KPMG PEAT MARWICK LLP
Kansas City, Missouri
November 29, 1995
