As filed with the Securities and Exchange Commission on July 27, 1999
Registration No. 333-81123
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 ON FORM S-8
TO FORM S-4 REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
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MEDICAL MANAGER CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 22-2975182
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
River Drive Center 2
669 River Drive
Elmwood Park, NJ 07407
(Address of principal executive offices, including zip code)
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Medical Manager's 1996 Amended and Restated Long-Term Incentive Plan
Medical Manager's 1996 Amended and Restated Non-Employee Directors' Stock Plan
(Full titles of the Plans)
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Charles A. Mele, Esq.
Medical Manager Corporation
River Drive Center 2
669 River Drive
Elmwood Park, NJ 07407
(Name and address of agent for service)
(201) 703-3400
(Telephone number, including area code, of agent for service)
This Post-Effective Amendment on Form S-8 to Form S-4 Registration Statement
relates to 1,156,303 shares of Common Stock, par value $.01 per share (the
"Common Stock"), of Medical Manager Corporation (formerly known as Synetic,
Inc.) (the "Registrant"). Such shares are issuable to holders of outstanding
options (the "Options") to purchase shares of common stock, par value $.01 per
share, of Medical Manager Systems, Inc. (formerly known as Medical Manager
Corporation) ("Medical Manager"). The Options were assumed by the Registrant
upon the effective time of the merger of a subsidiary of the Registrant with and
into Medical Manager on July 23, 1999 and became options to purchase shares of
Common Stock. These shares of Common Stock were originally registered on the
Registrant's Registration Statement on Form S-4 to which this is an amendment;
accordingly, the registration fee in respect of such Common Stock was paid at
the time of the original filing of the Registration Statement relating to such
Common Stock.
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<PAGE>
Introductory Statement
Medical Manager Corporation (formerly known as Synetic, Inc.) (the
"Registrant") hereby amends its Registration Statement on Form S-4 (No.
333-81123) by filing this Post-Effective Amendment No. 1 on Form S-8 (the
"Post-Effective Amendment") relating to the sale of up to 1,156,303 shares of
the Registrant's Common Stock, par value $0.01 per share, (the "Registrant
Common Stock"). The shares are deliverable upon the exercise of stock options
granted under the plans identified on the cover page of this Post-Effective
Amendment (the "Plans").
On May 16, 1999, Marlin Merger Sub, Inc., a Delaware corporation and a
wholly owned subsidiary of the Registrant, was merged with and into Medical
Manager Systems, Inc., a Delaware corporation (formerly known as Medical Manager
Corporation) ("Medical Manager"). As a result of such merger (the "Merger"),
each outstanding share of common stock, par value $.01 per share, of Medical
Manager has been converted into .625 shares of Registrant Common Stock. As a
result of the Merger, each outstanding option granted pursuant to the Plans will
now constitute an option to acquire shares of Registrant Common Stock on the
same terms and conditions as were applicable under such option prior to the
Merger, with the number of shares of Registrant Common Stock subject to such
option and the exercise price thereof being adjusted to take account of the
Merger.
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2
Part I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.*
Item 2. Registrant Information and Employee Plan Annual Information.*
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* Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from this Registration Statement in accordance
with Rule 428 under the Securities Act of 1933, as amended, and the
"Note" to Part I of Form S-8.
<PAGE>
3
Part II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed with the Securities and Exchange
Commission (the "Commission") by the Registrant (formerly known as Synetic,
Inc.) are hereby incorporated by reference into this Registration Statement:
(a) Annual Report on Form 10-K for the fiscal year ended June 30,
1998;
(b) Quarterly Reports on Form 10-Q for the fiscal quarters ended
September 30, 1998, December 31, 1998 and March 31, 1999;
(c) Current Reports on Form 8-K dated July 29, 1998, February 5,
1999, February 26, 1999, May 18, 1999, June 4, 1999, July 21, 1999, and
July 27, 1999; and
(d) The description of the Registrant's Common Stock, par value
$0.01 per share, contained in the Current Report on Form 8-K of the
Registrant filed with the Commission on February 5, 1999 under the
Securities Exchange Act of 1934, as amended (the "Exchange Act").
All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of
a post-effective amendment to this Registration Statement which indicates that
all securities offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be part thereof from the date of filing of such
documents. Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
incorporated by 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 Registration Statement.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
The validity of the shares Common Stock offered hereby and certain
legal matters in connection with the federal income tax consequences of the
merger will be passed upon by Shearman & Sterling, New York, New York. Shearman
& Sterling is a limited partner in SN Investors. SN Investors is a limited
partnership, the general partner of which is SYNC, Inc., whose sole stockholder
is Martin J. Wygod, Chairman of Registrant. SN Investors currently holds
5,061,857 shares of Common Stock.
<PAGE>
4
Item 6. Indemnification of Directors and Officers.
Section 145 of the General Corporation Law of the State of
Delaware (the "DGCL") provides, in summary, that directors and officers of
Delaware corporations such as the Registrant are entitled, under certain
circumstances, to be indemnified against all expenses and liabilities (including
attorneys' fees) incurred by them as a result of suits brought against them in
their capacity as a director or officer if they acted in good faith and in a
manner they reasonably believed to be in or not opposed to the best interests of
the Registrant and, with respect to any criminal action or proceeding, if they
had no reasonable cause to believe their conduct was unlawful; provided that no
indemnification may be made against expenses in respect of any claim, issue or
matter as to which they shall have been adjudged to be liable to the Registrant,
unless and only to the extent that the court in which such action or suit was
brought shall determine upon application that, despite the adjudication of
liability but in view of all the circumstances of the case, they are fairly and
reasonably entitled to indemnity for such expenses which such court shall deem
proper. Any such indemnification may be made by the company only as authorized
in each specific case upon a determination by the stockholders or disinterested
directors that indemnification is proper because the indemnitee has met the
applicable standard of conduct. Article Eleven of the Amended and Restated
Certificate of Incorporation (Second) of Synetic, Inc. and Section 6.5 of the
Registrant's By-Laws entitles officers, directors and controlling persons of the
Registrant to indemnification to the full extent permitted by Section 145 of the
DGCL, as the same may be supplemented or amended from time to time.
Article Thirteen of the Amended and Restated Certificate of
Incorporation (Second) of Synetic, Inc. provides that no director shall have any
personal liability to the Registrant or its stockholders for any monetary
damages for breach of fiduciary duty as a director, provided that such provision
does not limit or eliminate the liability of any director (i) for breach of such
director's duty of loyalty to the Registrant or its stockholders, (ii) for acts
or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) under Section 174 of the DGCL (involving certain
unlawful dividends or stock repurchase) or (iv) for any transaction from which
such director derived an improper personal benefit. Amendment to such article
does not affect the liability of any director for any act or omission occurring
prior to the effective time of such amendment.
Reference is made to the Form of Indemnification Agreement between
the Registrant and its directors and officers pursuant to which the registrant
has agreed to indemnify such directors and officers to the fullest extent
permitted by Delaware law, as the same may be amended from time to time.
The Registrant has purchased certain liability insurance for its
officers and directors as permitted by Section 145(g) of the DGCL.
Item 7. Exemption from Registration Claimed.
Not applicable.
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5
Item 8. Exhibits.
See Exhibit Index.
Item 9. Undertakings
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made of securities registered hereby, a post-effective
amendment to this Registration Statement 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; and
(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 further 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 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 Securities and Exchange
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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6
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 1 on Form S-8 to Form S-4 Registration Statement to
be signed on its behalf by the undersigned, thereunto duly authorized, in the
Borough of Elmwood Park, State of New Jersey, on this 27th day of July, 1999.
MEDICAL MANAGER CORPORATION
By: /s/ Martin J. Wygod
------------------------------------
Martin J. Wygod
Chairman of the Board & Principal
Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 1 on Form S-8 to Form S-4 Registration Statement
has been signed by the following persons in the capacities and on the dates
indicated.
Signature Title Date
--------- ----- ----
/s/ James R. Love Executive Vice President -- July 27, 1999
James R. Love Finance and Administration
and Chief Financial Officer
(Principal Financial Officer)
/s/ Kirk G. Layman Senior Vice President -- July 27, 1999
Kirk G. Layman Finance, Chief Accounting
Officer and Assistant Secretary
_________________________ Director July ___, 1999
Thomas P. Ferguson
*
_________________________ Director July 27, 1999
Mervyn L. Goldstein
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7
Signature Title Date
--------- ----- ----
*
_________________________ Director July 27, 1999
Ray E. Hannah
_________________________ Director July ___, 1999
Courtney Jones
_________________________ Director July ___, 1999
John H. Kang
_________________________ Director July ___, 1999
Ray Kurzweil
*
_________________________ Director July 27, 1999
Roger H. Licht
*
_________________________ Director July 27, 1999
Bernard A. Marden
*
_________________________ Director July 27, 1999
James V. Manning
/s/ Charles A. Mele Director July 27, 1999
Charles A. Mele
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8
Signature Title Date
--------- ----- ----
_________________________ Director July ___, 1999
Chris Peifer
*
_________________________ Director July 27, 1999
Herman Sarkowsky
_________________________ Director July ___, 1999
Michael A. Singer
*
_________________________ Director July 27, 1999
Albert M. Weis
/s/ Martin J. Wygod Director July 27, 1999
Martin J. Wygod
*Signed by Charles A. Mele as Attorney-In-Fact.
<PAGE>
9
Exhibit Index
Exhibit No. Description of Document
4.1 Medical Manager's 1996 Amended and Restated Long-Term Incentive
Plan (incorporated by reference to Exhibit 10.1 to Medical
Manager's Quarterly Report dated November 13, 1998).
4.2 Medical Manager's 1996 Amended and Restated Non-Employee
Director's Stock Plan (filed as Exhibit 10.2 to Medical Manager's
Form 10-K for the fiscal year ended December 31, 1998).
4.3 Amended and Restated Certificate of Incorporation (Second) of
Synetic, Inc. (incorporated by reference to Exhibit 3.1 to Medical
Manager Corporation's Current Report on Form 8-K dated July 27,
1999).
4.4 By-Laws of Medical Manager Corporation, as amended (incorporated
by reference to Exhibit 3.2 to Medical Manager Corporation's
Current Report on Form 8-K dated July 27, 1999).
*5.1 Opinion of Shearman & Sterling as to the legality of the
securities being registered.
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of Arthur Andersen LLP.
*23.3 Consent of PricewaterhouseCoopers LLP.
23.4 Consent of Linkenheimer LLP.
23.5 Consent of Kegler, Brown, Hill & Ritter Co., L.P.A.
23.6 Consent of Shearman & Sterling (included in Exhibit 5.1).
24 Powers of Attorney (included on signature page).
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* Previously filed.
EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference in this Post-Effective Amendment No. 1 on Form S-8 to
Form S-4 Registration Statement under the Securities Act of 1933 (File No.
333-81123) of our report dated August 14, 1998 included in Synetic, Inc.'s Form
10-K for the fiscal year ended June 30, 1998 and to all references to our Firm
included in this registration statement.
/s/ Arthur Andersen LLP
ARTHUR ANDERSEN LLP
New York, New York
July 23, 1999
EXHIBIT 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference in this Post-Effective Amendment No. 1 on Form S-8 to
Form S-4 Registration Statement under the Securities Act of 1933 (File No.
333-81123) of our report for the KippGroup dated March 19, 1999 for the year
ended December 31, 1998 included in Synetic, Inc.'s Form 8-K dated June 4, 1999,
and to all references to our Firm included in this registration statement.
/s/ Arthur Andersen LLP
ARTHUR ANDERSEN LLP
Orange County, California
July 23, 1999
EXHIBIT 23.4
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference of our report dated April 2, 1998 on our audit of the
consolidated financial statements of POINT PLASTICS, INC. AND SUBSIDIARY
included in Synetic, Inc.'s Form 8-K dated July 29, 1998, into this
Post-Effective Amendment No. 1 on Form S-8 to Form S-4 Registration Statement
under the Securities Act of 1933 (File No. 333-81123) and to all references to
our Firm included in this registration statement.
Very truly yours,
LINKENHEIMER LLP
By: /s/ R. John Jones
--------------------------------
Santa Rosa, California
July 23, 1999
EXHIBIT 23.5
CONSENT OF KEGLER, BROWN, HILL & RITTER CO., LPA
We hereby consent to the incorporation by reference in this
Post-Effective Amendment No. 1 on Form S-8 to Form S-4 Registration Statement
under the Securities Act of 1933 (File No. 333-81123), filed with the Securities
and Exchange Commission, of Synetic, Inc.'s Annual Report on Form 10-K for the
fiscal year ended June 30, 1998. We also consent to all references to our firm
included in this Registration Statement.
Very truly yours,
Kegler, Brown, Hill & Ritter Co., LPA.
By: /s/ John R. Thomas, VP
---------------------------------------------
John R. Thomas, Vice President
Columbus, Ohio
July 23, 1999
