SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-------------------------------------
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report: July 27, 1999
MEDICAL MANAGER CORPORATION
(Exact name of Registrant as specified in its charter)
(Formerly known as Synetic, Inc.)
Delaware 0-17822 22-2975182
(State or other (Commission (I.R.S. Employer
jurisdiction of File Number) Identification No.)
incorporation)
669 River Drive, River Drive Center II,
Elmwood Park, NJ 07407
(Address of principal executive offices) (Zip Code)
Registrants telephone number, including area code: (201) 703-3400
Exhibit Index on Page 5
<PAGE>
2
Item 2. Acquisition or Disposition of Assets.
On July 23, 1999, pursuant to an Agreement and Plan of Merger, dated
as of May 16, 1999 (the "Merger Agreement"), among Medical Manager Corporation
f/k/a Synetic, Inc., a Delaware corporation (the "Registrant"), Medical Manager
Systems, Inc. f/k/a/ Medical Manager Corporation ("Medical Manager"), a Delaware
Corporation and Marlin Merger Sub, Inc., a Delaware corporation and wholly owned
subsidiary of the Registrant ("Merger Sub"), Medical Manager merged with Merger
Sub in a tax free transaction (the "Merger"). In the Merger, each outstanding
share of common stock of Medical Manager was converted into the right to receive
.625 shares of common stock, par value $0.01 per share, of the Registrant (the
"Registrant Common Stock"). The Registrant intends to operate Medical Manager as
a wholly owned subsidiary. The Merger is expected to be accounted for as a
pooling of interests. In connection with the Merger, the Registrant has changed
its name from Synetic, Inc. to Medical Manager Corporation, and the former
Medical Manager Corporation has changed its name to Medical Manager Systems,
Inc.
A copy of the press release dated July 23, 1999 issued by the
Registrant relating to the consummation of the Merger is attached as an exhibit
hereto and is incorporated by reference herein.
Item 5. Other Events
In connection with the Merger, the Registrant filed with the Secretary
of State of the State of Delaware an Amended and Restated Certificate of
Incorporation (Second). A copy of the Amended and Restated Certificate of
Incorporation (Second) is attached as an exhibit hereto.
Also in connection with the Merger, the Registrant has made certain
changes to its By-Laws. A copy of the By-Laws, as amended is attached as an
exhibit hereto.
In connection with the Merger, the Registration Rights Agreement, dated
as of May 16, 1999, between the Registrant and Certain Stockholders was amended
to (i) delete the requirement for the Registrant to publish consolidated
financial statements of the combined operations of the Registrant and Medical
Manager covering a period of at least thirty (30) days of post-merger operations
and (ii) to extend the latest date that the first demand registration provided
in the Registration Rights Agreement may be exercised to ninety (90) days after
July 23, 1999.
Item 7. Financial Statements and Exhibits.
(a) Financial statements of businesses acquired.
The required financial statements of Medical Manager will be filed by
the Registrant by amendment within the prescribed time period.
<PAGE>
3
(b) Pro forma financial information.
The required pro forma financial information will be filed by the
Registrant by amendment within the prescribed time period.
(c) Exhibits.
Exhibit
No. Description
- ------- -----------
2.1 Agreement and Plan of Merger, dated as of May 16, 1999 among
Synetic, Inc., Medical Manager Corporation and Marlin Merger
Sub, Inc., (incorporated by reference to Annex A to the Joint
Proxy Statement/Prospectus included as part of the
Registrant's Registration Statement on Form S-4 (File No.
333-81123) filed on June 24, 1999).
3.1 Amended and Restated Certificate of Incorporation (Second) of the
Registrant.
3.2 By-Laws of the Registrant.
4.1 Specimen Common Stock Certificate of the Registrant.
99.1 Press Release, dated July 23, 1999.
<PAGE>
4
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
MEDICAL MANAGER CORPORATION
Date: July 27, 1999 By: /s/ Charles A. Mele
-------------------------------------------
Name: Charles A. Mele
Title: Executive Vice President and
General Counsel
<PAGE>
5
EXHIBIT INDEX
Exhibit
No. Description
- ------- -----------
2.1 Agreement and Plan of Merger, dated as of May 16, 1999 among
Synetic, Inc., Medical Manager Corporation and Marlin Merger Sub,
Inc. (incorporated by reference to Annex A to the Joint Proxy
Statement/Prospectus included as part of the Registrant's
Registration Statement on Form S-4 (File No. 333-81123) filed on
June 24, 1999).
3.1 Amended and Restated Certificate of Incorporation (Second) of the
Registrant.
3.2 By-Laws of the Registrant.
4.1 Specimen Common Stock Certificate of the Registrant.
99.1 Press Release, dated July 23, 1999.
EXHIBIT 3.1
AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
(SECOND)
OF
SYNETIC, INC.
SYNETIC, INC., a corporation organized and existing under the
laws of the State of Delaware, hereby certifies as follows:
1. The name of the corporation is SYNETIC, INC. The date of
filing of its original Certificate of Incorporation with the Secretary
of State was May 17, 1989. The corporation previously filed an Amended
and Restated Certificate of Incorporation on April 8, 1998.
2. This Amended and Restated Certificate of Incorporation
(Second) restates and integrates and further amends the Amended and
Restated Certificate of Incorporation of this corporation by deleting
Article One, the first sentence of Article Four and the second
sentence of Article Nine and by substituting in lieu thereof new
provisions for the deleted provisions as set forth below.
3. The text of the Amended and Restated Certificate of
Incorporation as amended or supplemented heretofore is further amended
hereby to read as herein set forth in full:
<PAGE>
2
ARTICLE ONE
The name of this Corporation (hereinafter called the
"Corporation") is MEDICAL MANAGER CORPORATION.
ARTICLE TWO
The address, including street, number, city and county, of
the registered office of the Corporation in the State of Delaware is 1209 Orange
Street, City of Wilmington, County of New Castle; and the name of the registered
agent of the Corporation in the State of Delaware at such address is The
Corporation Trust Company.
ARTICLE THREE
The nature of the business and of the purposes to be
conducted and promoted by the Corporation are to conduct any lawful business, to
promote any lawful purpose and to engage in any lawful act or activity for which
a corporation may be organized under the General Corporation Law of the State of
Delaware.
ARTICLE FOUR
The Corporation shall have authority, to be exercised by the
Board of Directors, to issue a total of 310,000,000 shares consisting of
300,000,000 shares of common voting stock of the par value of $0.01 per share
(the "Common Stock") and 10,000,000 shares of preferred stock of the par value
of $0.01 per share (the "Preferred Stock"). Shares of the Preferred Stock shall
be
<PAGE>
3
designated as the Board of Directors may determine and may be issued in series
by the Board of Directors as hereinafter provided in paragraph (d) below. The
relative rights and preferences of the shares of capital stock of the
Corporation shall be as follows:
(a) Except as set forth in paragraph (c) below covering
elections of directors, each holder of Common Stock shall at every
meeting of stockholders of the Corporation be entitled to one vote in
person or by proxy for each share of Common Stock held by such holder
and each holder of Preferred Stock with voting rights shall be
entitled to such voting rights as specified pursuant to paragraph
(d)(vii), below.
(b) Subject to the rights, if any, of the holders of the
Preferred Stock, or any series thereof, the holders of the Common
Stock are entitled to the entire voting power, all dividends declared
and paid by the Corporation and all assets of the Corporation in the
event of any liquidation, dissolution, or winding up of the
Corporation.
(c) At each election for directors, each holder of Common
Stock entitled to vote at such election shall be entitled to one vote
in person or by proxy for each share of stock held by such holder.
(d) The Preferred Stock may be divided into and issued from
time to time in one or more series. All shares of the Preferred Stock
shall be of equal rank and shall be
<PAGE>
4
identical, except with respect to the particulars that may be fixed by
the Board of Directors as hereinafter provided pursuant to authority
that is hereby expressly vested in the Board of Directors; provided,
however, that each share of a given series of the Preferred Stock
shall be identical in all respects with the other shares of such
series. Before any shares of the Preferred Stock of any particular
series shall be issued, the Board of Directors shall fix and
determine, in the manner provided by law, the following particulars
with respect to the share of such series:
(i) the distinctive designation of such series and
the number of shares of Preferred Stock that shall constitute
such series, which number may be increased (except where
otherwise provided by the Board of Directors in creating such
series) or decreased (but not below the number of shares of
such series then issued) from time to time by the Board of
Directors by resolution;
(ii) the dividend or rate of divided payable with
respect to shares of Preferred Stock of such series, the time
of payment of any dividend, whether dividends shall be
cumulative and, if so, the conditions under which and the
date from which dividends shall be accumulated;
(iii) the redemption provisions applicable to the
shares of Preferred Stock of such series, if any, and if
applicable, the time or times when, the price or
<PAGE>
5
prices at which, and the other terms and conditions under
which the shares of Preferred Stock of such series shall be
redeemable;
(iv) the amount payable on shares of Preferred Stock
of such series in the event of any voluntary or involuntary
dissolution, liquidation or winding up of the affairs of the
Corporation, which shall not be deemed to include the merger
or consolidation for the Corporation or a sale, lease or
conveyance of all or part of the assets of the Corporation;
(v) the purchase, retirement or sinking fund
provisions, if any, for the redemption or purchase of shares
of Preferred Stock of such series;
(vi) the rights, if any, of the holders of shares of
Preferred Stock of such series to convert such shares into or
exchange such shares for shares of the Common Stock or shares
of any other series of the Preferred Stock and the terms and
conditions of such conversion or exchange;
(vii) the extent of voting rights of the shares of
Preferred Stock of such series or the absence thereof; and
<PAGE>
6
(viii) such other terms, limitations, rights and
preferences, if any, of such series as the Board of Directors
may lawfully fix under the laws of the State of Delaware as
in effect at the time of creation of such series.
ARTICLE FIVE
To the fullest extent permitted by law, so long as the
Corporation is controlled by, or under common control with, Medco Containment
Services, Inc., a Delaware corporation ("Medco," which term shall include any
successor to Medco), (i) directors or officers of the Corporation who are also
directors or officers of Medco shall be obligated to present a potential
acquisition which may be made by either the Corporation or Medco of a business
engaged in the design, manufacture or distribution of porous materials to the
Corporation and may present such acquisition to Medco only if such acquisition
has been rejected by the Board of Directors of the Corporation, (ii) directors
or officers of the Corporation who are also directors or officers of Medco shall
have no obligation to present a potential acquisition which may be made by
either the Corporation or Medco of a business engaged in medical cost
containment or health care claims processing to the Corporation unless the Board
of Directors of Medco has rejected such acquisition or has determined that such
acquisition should be presented to the Corporation for consideration and (iii)
directors or officers of the Corporation who are also directors or officers of
Medco shall have no obligation to present a potential acquisition which may be
made by either the Corporation or Medco of a business which is not engaged in
the design, manufacture or distribution of porous materials to the Corporation.
For purposes of this Article Five, Medco
<PAGE>
7
shall include all subsidiary corporations and other entities in which Medco owns
(directly or indirectly) more than 50% of the outstanding voting capital stock
or voting power.
ARTICLE SIX
The number of directors which shall constitute the whole
Board of Directors of the Corporation shall be determined in the By-Laws as
provided therein. The directors of the Corporation shall be elected by the
stockholders entitled to vote thereon at each annual meeting of stockholders and
shall hold office until the next annual meeting of stockholders and until their
respective successors shall have been elected and qualified, subject, however,
to prior death, resignation, retirement, disqualification or removal from
office. The term of office of each director in office at the time this amendment
to Article Six of the Certificate of Incorporation of the Corporation becomes
effective shall expire at the time of the opening of the polls for the election
of directors at the next annual meeting of stockholders of the Corporation held
after the time this amendment to Article Six becomes effective.
ARTICLE SEVEN
The power to fill vacancies on the Board of Directors
(whether by reason of resignation, removal with or without cause, the creation
of new directorships or otherwise) shall be vested in the Board of Directors,
except as provided below, and vacancies may be filled by a majority of the
directors then in office, although less than a quorum, unless all directorships
are vacant, in which case the stockholders shall fill the then existing
vacancies. Any director chosen
<PAGE>
8
by the Board of Directors to fill a vacancy shall hold office only until the
next election of directors by stockholders and until that director's successor
shall be elected and shall have qualified. In the case of removal of a director
by the affirmative vote of the stockholders pursuant to Article Ten of this
Certificate of Incorporation, the vacancy created by such removal shall be
filled by the affirmative vote of the holders of record of a majority of the
outstanding shares of stock entitled thereon. Should the stockholders entitled
to vote thereon fail to elect a director to fill a vacancy caused by the removal
of a director by the affirmative vote of the stockholders pursuant to Article
Ten of this Certificate of Incorporation, such vacancy shall be filled by the
Board of Directors as provided herein.
ARTICLE EIGHT
Special meetings of the stockholders of the Corporation for
any purpose may be called at any time by the Board of Directors, or by a
committee of the Board of Directors which has been duly designated by the Board
of Directors and whose powers and authority, as provided in a resolution of the
Board of Directors or in the By-Laws of the Corporation, include the power to
call such meetings. Special meetings may also be called upon request, in
writing, of the holders of record of ten percent of the outstanding shares of
stock entitled to vote at such meeting.
<PAGE>
9
ARTICLE NINE
The original By-Laws of the Corporation shall be adopted by
the Incorporator. Thereafter, in furtherance and not in limitation of the power
conferred by statute, the Board of Directors is expressly authorized to make,
repeal, alter, amend and rescind the By-Laws of the Corporation.
ARTICLE TEN
The election of directors need not be by written ballot
unless required by the By-Laws of the Corporation. Any director may be removed,
either for or without cause, at any time, by the affirmative vote of the holders
of record of a majority of the outstanding shares of stock entitled to vote, and
the vacancy in the Board of Directors caused by any such removal shall be filled
as provided herein; provided, that where the holders of any class or series of
Preferred Stock are entitled to elect one or more directors the provisions of
the Certificate of Designation of such class or series of Preferred Stock shall
apply, in respect of removal, with or without cause, of a director or directors
so elected.
ARTICLE ELEVEN
The Corporation may indemnify, to the fullest extent
permitted by the General Corporation Law of the State of Delaware and as
provided in the By-Laws of the Corporation, any and all persons whom it shall
have the power to indemnify from and against any and all expenses, liabilities
or other matters.
<PAGE>
10
ARTICLE TWELVE
The Corporation reserves the right to amend, alter, change or
repeal any provision contained in this Certificate of Incorporation or in the
By-Laws, in the manner now or hereafter prescribed by statute, and all rights
conferred on stockholders herein are granted subject to this reservation.
ARTICLE THIRTEEN
No director of the Corporation shall be personally liable to
the Corporation or its stockholders for monetary damages for breach of fiduciary
duty by such director as a director; provided, however, that this Article
Thirteen 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) under Section 174 of Title 8 of
the Delaware General Corporation Law, or (iv) for any transaction from which the
director derived an improper personal benefit. If the Delaware General
Corporation Law is amended to authorize corporate action further eliminating or
limiting the personal liability of directors, then the liability of director of
the Corporation shall be eliminated or limited to the fullest extent permitted
by the Delaware General Corporation Law, as so amended. No amendment to or
repeal of this Article Thirteen shall apply to or have any effect on the
liability or alleged liability of any director of the Corporation for or with
respect to any acts or omissions of such director occurring at the time of or
prior to such amendment or repeal.
<PAGE>
11
4. This amendment to the Amended and Restated Certificate of
Incorporation was duly adopted in accordance with the provisions of
Section 242 and Section 245 of the General Corporation Law of the
State of Delaware.
IN WITNESS WHEREOF, said SYNETIC, INC. has caused this
Certificate to be signed by Charles A. Mele, its Secretary, on this 23rd day of
July, 1999.
SYNETIC, INC.
By: /s/ Charles A. Mele
----------------------------------
Name: Charles A. Mele
Title: Secretary
EXHIBIT 3.2
BY-LAWS
OF
MEDICAL MANAGER CORPORATION
SECTION 1
Stockholders' Meetings
Section 1.1 Annual Meetings. An annual meeting of stockholders shall be
held for the purpose of electing directors and transacting such other business
as may properly come before the meeting.
Section 1.2 Special Meetings. Special meetings of stockholders for any
purpose or purposes may be called at any time by a majority of the members of
the Board of Directors of the Corporation (the "Board"), or by a committee of
the Board which has been duly designated by the Board and whose powers and
authority, as provided in a resolution of the Board and in these By-Laws,
include the power to call such meetings Special meetings shall be held solely
for the purpose or purposes specified in the notice of the meeting. [amended
7/23/99]
Section 1.3 Time and Place of Meetings. Each meeting of stockholders
shall be held on such date, at such hour, and at such place, either within or
without the State of Delaware, as fixed by the Board from time to time or in the
notice of the meeting or, in the case of an adjourned meeting, as announced at
the meeting at which the adjournment is taken.
Section 1.4 Notice of Meetings; Adjournments. A written notice of each
meeting of stockholders, stating the place, date, and hour of the meeting and,
in the case of a special meeting, the purpose or purposes for which the meeting
is called, shall be given either personally or by mail to each stockholder
entitled to vote at the meeting. Unless otherwise provided by statute, the
notice shall be given not less than ten nor more than sixty days before the date
of the meeting and, if mailed, shall be deposited in the United States mail,
postage prepaid, directed to the stockholder at his address as it appears on the
records of the Corporation. No notice need be given to any person with whom
communication is unlawful, nor shall there be any duty to apply for any permit
or license to given notice to any such person. When any meeting is convened, the
presiding officer, if directed by the Board, may adjourn the meeting if (a) no
quorum is present for the transaction of business or (b) the Board determines
that adjournment is necessary or appropriate in order to enable the stockholders
(i) to consider fully information that the Board determines has not been made
sufficiently or timely available to stockholders or (ii) otherwise to exercise
effectively their voting rights. If the time and place of an adjourned
<PAGE>
2
meeting of stockholders are announced at the meeting at which the adjournment is
taken, no notice need be given of the adjourned meeting unless that adjournment
is for more than 30 days or unless, after the adjournment, a new record date is
fixed for the adjourned meeting. At the adjourned meeting, any business may be
transacted that could have been transacted at the original meeting.
Section 1.5 Waiver of Notice. Anything herein to the contrary
notwithstanding, notice of any meeting of stockholders need not be given to any
stockholder who in person or by proxy shall have waived in writing notice of the
meeting, either before or after such meeting, or who shall attend the meeting in
person or by proxy, unless he attends for the express purpose of objecting, at
the beginning of the meeting, to the transaction of any business because the
meeting is not lawfully called or convened.
Section 1.6 Quorum and Manner of Acting. Subject to the provisions of
these By-Laws, the Certificate of Incorporation and any statute as to the vote
that is required for a specified action, the presence in person or by proxy of
the holders of a majority of the outstanding shares of the Corporation entitled
to vote at any meeting of stockholders shall constitute a quorum for the
transaction of business, and the vote in person or by proxy of the holders of a
majority of the shares constituting such quorum shall be binding on all
stockholders of the Corporation. A majority of the shares present in person or
by proxy and entitled to vote may, regardless of whether or not they constitute
a quorum, adjourn the meeting to another time and place. Any business which
might have been transacted at the original meeting may be transacted at any
adjourned meeting at which a quorum is present.
Section 1.7 Voting.
1.7.1 Stockholders shall be entitled to vote at all elections of
directors to the extent provided in or pursuant to the Certificate of
Incorporation. Stockholders may vote by proxy but no proxy shall be voted or
acted upon after three years from its date, unless the proxy provides for a
longer period.
1.7.2 Unless otherwise provided in any statute, the Certificate of
Incorporation or these By-Laws, any action which may or is required to be taken
at any annual or special meeting of stockholders may be taken without a meeting,
without prior notice and without a vote, if a consent in writing setting forth
the action so taken shall be signed by the holders of outstanding stock having
not less than the minimum number of votes that would be necessary to authorize
or take such action at a meeting at which all shares entitled to vote thereon
were present and voted.
Section 1.8 Judges of Election. The votes at each meeting of
stockholders shall be supervised by not less than two judges who shall decide
all questions respecting the qualification of voters, the validity of the
proxies and the acceptance or rejection of votes. The
<PAGE>
3
judges shall be appointed by the Board but if, for any reason, there are less
than two judges present and acting at any meeting, the chairman of the meeting
shall appoint an additional judge or judges so that there shall always be at
least two judges to act at the meeting.
Section 1.9 List of Stockholders. A complete list of the stockholders
entitled to vote at each meeting of stockholders, arranged in alphabetical
order, and showing the address and number of shares registered in the name of
each stockholder, shall be prepared and made available for examination during
regular business hours by any stockholder for any purpose germane to the
meeting. The list shall be available for such examination at the place where the
meeting is to be held for a period of not less than ten days prior to the
meeting and during the whole time of the meeting.
Section 1.10 Advance Notice of Business to Be Transacted at Annual
Meetings.
1.10.1 To be properly brought before the annual meeting of
stockholders, business must be either (1) specified in the notice of the meeting
(or any supplement thereto) given by or at the direction of the Board (or any
duly authorized committee thereof), (2) otherwise properly brought before the
meeting by or at the direction of the Board (or any duly authorized committee
thereof) or (3) otherwise properly brought before the meeting by any stockholder
of the Corporation (a) who is a stockholder of record on the date of the giving
of the notice provided for in this Section 1.10 and on the record date for the
determination of stockholders entitled to vote at such meeting and (b) who
complies with the notice procedures set forth in this Section 1.10. In addition
to any other applicable requirements, including but not limited to the
requirements, if applicable, of Rule 14a-8 promulgated by the Securities and
Exchange Commission under the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), for business to be properly brought before an annual meeting by
a stockholder, such stockholder must have given timely notice thereof in proper
written form to the Secretary of the Corporation. Notwithstanding anything in
these Amended and Restated By-Laws to the contrary, no business shall be
conducted at the annual meeting of stockholders except business brought before
such meeting in accordance with the procedures set forth in this Section 1.10;
provided, however, that, once business has been properly brought before such
meeting in accordance with such procedures, nothing in this Section 1.10 shall
be deemed to preclude discussion by any stockholder of any such business. If the
chairman of such meeting determines that business was not properly brought
before the meeting in accordance with the foregoing procedures, the chairman
shall declare to the meeting that the business was not properly brought before
the meeting and such business shall not be transacted.
1.10.2 To be timely, a stockholder's notice to the Secretary must be
delivered to or mailed and received at the principal executive offices of the
Corporation, not less than 60 days nor more than 90 days prior to the
anniversary date of the immediately preceding annual meeting stockholders;
provided, however, that in the event that the annual meeting is called for a
date that is not within 30 days before or after such anniversary date, notice by
the stockholder in order to
<PAGE>
4
be timely must be so received not later than the close of business on the tenth
day following the day on which such notice of the date of the annual meeting is
mailed or such public disclosure of the date of the annual meeting is made,
whichever first occurs.
1.10.3 To be in proper written form, a stockholder's notice to the
Secretary must set forth as to each matter such stockholder proposes to bring
before the annual meeting (1) a brief description of the business desired to be
brought before the meeting and the reasons for conducting such business at the
meeting, (2) the name and record address of such stockholder, (3) the class or
series and number of shares of capital stock of the Corporation which are owned
beneficially or of record by such stockholder, together with evidence reasonably
satisfactory to the Secretary of such beneficial ownership, (4) a description of
all arrangements or understandings between such stockholder and any other person
or persons (including their names) in connection with the proposal of such
business by such stockholder and any material interest of such stockholder in
such business and (5) a representation that such stockholder intends to appear
in person or by proxy at the annual meeting to bring such business before the
meeting.
SECTION 2
BOARD OF DIRECTORS
Section 2.1 Number, Term, Vacancies.
2.1.1 The number of directors which shall constitute the whole Board of
the Corporation shall be established from time to time by resolution of the
Board of Directors (subject to the authority of the Board of Directors to
increase or decrease the number of directors to the extent permitted by law).
The directors of the Corporation shall be elected by the stockholders at each
annual meeting of the stockholders and shall hold office until the next annual
meeting of stockholders and until their respective successors have been elected
and qualified, subject, however, to prior death, resignation, disqualification
or removal from office.
2.1.2 The power to fill vacancies on the Board of Directors (whether by
reason of resignation, removal with our without cause, the creation of new
directorships or otherwise) shall be vested in the Board of Directors, except as
provided below, and vacancies may be filled by a majority of the directors then
in office, although less than a quorum, unless all directorships are vacant, in
which case the stockholders shall fill the then existing vacancies. Any director
chosen by the Board of Directors to fill a vacancy shall hold office only until
the next election of directors by stockholders and until that director's
successor shall be elected and shall have qualified. In the case of removal of a
director by the affirmative vote of holders of record of a majority of the
outstanding shares of stock entitled to vote pursuant to Article Ten of the
Certificate of Incorporation, the vacancy created by such removal shall be
filled by the
<PAGE>
5
affirmative vote of the holders of record of a majority of the outstanding
shares of stock entitled to vote thereon. Should the stockholders entitled to
vote thereon fail to elect a director to fill a vacancy caused by the removal of
a director by the affirmative vote of the stockholders pursuant to Article Ten
of the Certificate of Incorporation, such vacancy shall be filled by the Board
of Directors as provided herein and in the Certificate of Incorporation.
Section 2.2 Election and Notice of Nominations.
2.2.1 The directors shall be elected annually by the stockholders at
the annual meeting of stockholders by written ballot. At each election, the
nominees receiving the greatest number of votes cast shall be the directors. A
nomination for director shall be accepted, and the votes cast for a nominee
shall be counted by, the judges of election only if the Secretary of the
Corporation has, at least three days prior to the meeting, been advised by the
nominee that he consents to being a nominee and if elected, intends to serve as
a director.
2.2.2 Only persons who are nominated in accordance with the following
procedures shall be eligible for election as directors of the Corporation,
except as may be otherwise provided in the Certificate of Incorporation with
respect to the right of holders of preferred stock of the Corporation to
nominate and elect a specified number of directors in certain circumstances.
Nominations of persons for election to the Board may be made at any annual
meeting of stockholders, or at any special meeting of stockholders called for
the purpose of electing directors, (1) by or at the direction of the Board (or
any duly authorized committee thereof) or (2) by any stockholder of the
Corporation (a) who is a stockholder of record on the date of the giving of the
notice provided for in this Section 2.2 and on the record date of the
determination of stockholders entitled to vote at such meeting and on the record
date for the determination of stockholders entitled to vote at such meeting and
(b) who complies with the notice procedures set forth in this Section 2.2. In
addition to any other applicable requirements, for a nomination to be made by a
stockholder, such stockholder must have given timely notice thereof in proper
written form to the Secretary of the Corporation. No person shall be eligible
for election as a director of the Corporation unless nominated in accordance
with the procedures set forth in this Section 2.2.
2.2.3 To be timely, a stockholders' notice to the Secretary must be
delivered to or mailed and received at the principal executive offices of the
Corporation (1) in the case of an annual meeting, not less than 60 days nor more
than 90 days prior to the anniversary date of the immediately preceding annual
meeting of stockholders; provided, however, that in the event that the annual
meeting is called for a date that is not within 30 days before or after such
anniversary date, notice by the stockholder in order to be timely must be so
received not later than the close of business on the tenth day following the day
on which such notice of the date of the annual meeting is mailed or such public
disclosure of the date of the annual meeting is made, whichever first occurs, or
(2) in the case of a special meeting of stockholders called for the purpose of
<PAGE>
6
electing directors, not later than the close of business on the tenth day
following the day on which notice of the date of the special meeting is mailed
or public disclosure of the date of the special meeting is made, whichever first
occurs.
2.2.4 To be in proper written form, a stockholder's notice to the
Secretary must set forth (1) as to each person whom the stockholder proposes to
nominate for election as a director, (a) the name, age, business address and
residence address of the person, (b) the principal occupation or employment of
the person, (c) the class or series and number of shares of capital stock of the
Corporation which are owned beneficially or of record by the person and (d) any
other information relating to the person that would be required to be disclosed
in a proxy statement or other filings required to be made in connection with
solicitations of proxies for election of directors pursuant to Section 14 of the
Exchange Act and the rules and regulations promulgated thereunder; and (2) as to
the stockholder giving the notice, (a) the name and record address of such
stockholder, (b) the class or series and number of shares of capital stock of
the Corporation which are owned beneficially or of record by such stockholder,
together with evidence reasonably satisfactory to the Secretary of such
beneficial ownership, (c) a description of all arrangements or understandings
between such stockholder and each proposed nominee and any other person or
persons (including their names) pursuant to which the nomination(s) are to be
made by such stockholder, (d) a representation that such stockholder intends to
appear in person or by proxy at the meeting to nominate the persons named in its
notice and (e) any other information relating to such stockholder that would be
required to be disclosed in a proxy statement or other filings required to be
made in connection with solicitations or proxies for election of directors
pursuant to Section 14 of the Exchange Act and the rules and regulations
promulgated thereunder. Such notice must be accompanied by a written consent of
each proposed nominee to being named as a nominee and to serve as a director if
elected.
2.2.5 The Chairman of the meeting may, if the facts warrant, determine,
and declare to the meeting that a nomination was not made in accordance with the
foregoing procedure, and if he should so determine, he shall so declare to the
meeting and the defective nomination shall be disregarded.
Section 2.3 Organization Meetings. As promptly as practicable after
each annual meeting of stockholders, an organization meeting of the Board shall
be held for the purpose of organization, election for officers and the
transaction of any other business.
Section 2.4 Stated Meetings. The Board may provide for stated meetings
of the Board.
Section 2.5 Special Meetings. Special meetings of the Board may be
called from time to time by any three directors, by the Chairman of the Board,
by a Chief Executive Officer or by the Chief Financial Officer of the
Corporation. [amended 7/23/99]
<PAGE>
7
Section 2.6 Business of Meetings. Except as otherwise expressly
provided in these By-Laws, any and all business may be transacted at any meeting
of the Board; provided, however, that the business transacted at a special
meeting shall be limited to the purpose or purposes specified in the notice of
that meeting.
Section 2.7 Time and Place of Meetings. Subject to the provisions of
Section 2.3, each meeting of the Board shall be held on such date, at such hour
and in such place as fixed by the Board or in the notice of the meeting or, in
the case of an adjourned meeting, as announced at the meeting at which the
adjournment is taken.
Section 2.8 Notice of Meetings. No notice need be given of any
organization or stated meeting of the Board for which the date, hour and place
have been fixed by the Board. Notice of the date, hour and place of all other
meetings, and of all special meetings, shall be given to each director
personally, or by telephone, telegraph, facsimile transmission or similar
electronic transmission or by mail. If by mail, the notice shall be deposited in
the United States mail, postage prepaid, addressed to the director at his
residence or usual place of business as the same appears on the books of the
Corporation not later than four days before the meeting. If given by telegraph,
facsimile transmission or similar electronic transmission the notice shall be
directed to the director at his residence or usual place of business as the same
appears on the books of the Corporation not later than at any time during the
day before the meeting. If given personally or by telephone, the notice shall be
given not later than, and at any time during the day before, the meeting.
Section 2.9 Waiver of Notice. Anything herein to the contrary
notwithstanding, notice of any meeting of the Board need not be given to any
director who shall have waived in writing notice of the meeting, either before
or after the meeting, or who shall attend such meeting, unless he attends for
the express purpose of objecting, at the beginning of the meeting, to the
transaction of any business because the meeting is not lawfully called or
convened.
Section 2.10 Attendance by Telephone. Directors may participate in
meetings of the Board by means of conference telephone or similar communications
equipment by which all directors participating in the meeting can hear one
another and participate, and such participation shall constitute presence in
person at the meeting.
Section 2.11 Quorum and Manner of Acting. A majority of the total
number of directors at the time provided for pursuant to Section 2.1 shall
constitute a quorum for the transaction of business at any meeting of the Board
and, except as otherwise provided in these By-Laws, in the Certificate of
Incorporation or by statute, the act of a majority of the directors present at
any meeting at which a quorum is present shall be the act of the Board. A
majority of the directors present at any meeting, regardless of whether or not
they constitute a quorum, may
<PAGE>
8
adjourn the meeting to another time and place. Any business which might have
been transacted at the original meeting may be transacted at any adjourned
meeting at which a quorum is present.
Section 2.12 Action Without a Meeting. Any action which could be taken
at a meeting of the Board may be taken without a meeting if all the directors
consent to the action in a writing filed with the minutes of the Board.
Section 2.13 Compensation of Directors. Each director of the
Corporation who is not a salaried officer or employee of the Corporation, or of
a subsidiary of the Corporation, may receive compensation for serving as a
director and for serving as a member of any Committee of the Board, and may also
receive fees for attendance at any meetings of the Board or of any Committee of
the Board, and the Board may from time to time fix the amount and method of
payment of such compensation and fees. The Board may also, by vote of a majority
of disinterested directors, provide for and pay fair compensation to directors
rendering services to the Corporation not ordinarily rendered by directors as
such.
Section 2.14 Resignation of Directors. Any director may resign at any
time upon written notice to the Corporation. The resignation shall become
effective at the time specified in the notice and, unless otherwise provided in
the notice, acceptance of the resignation shall not be necessary to make it
effective.
Section 2.15 Removal of Directors. Any director may be removed, either
for or without cause, at any time, by the affirmative vote of the holders of
record of a majority of the outstanding shares of stock entitled to vote, and
the vacancy in the Board caused by such removal shall be filled as provided in
the Certificate of Incorporation; provided that where the holders of any class
or series of Preferred Stock are entitled to elect one or more directors the
provisions of the Certificate of Designation of such class or series of
Preferred Stock shall apply, in respect of removal, with or without cause, of a
director or directors so elected.
SECTION 3
COMMITTEES OF THE BOARD OF DIRECTORS
Section 3.1 Executive Committee. By resolution adopted by an
affirmative vote of the majority of the whole Board, the Board may appoint an
Executive Committee consisting of the Chairman of the Board and two or more
other directors and, if deemed desirable, one or more directors as alternate
members who may replace any absentee or disqualified member at any meeting of
the Executive Committee. If so appointed, the Executive Committee shall, when
the Board is not in session, have all the power and authority of the Board in
the management of the business and affairs of the Corporation not reserved to
the Board by Section 3.3. The Executive Committee shall keep a record of its
acts and proceedings and shall report the same from time to time to the Board.
[amended 7/23/99]
<PAGE>
9
Section 3.2 Other Committees. By resolution adopted by an affirmative
vote of the majority of the whole Board, the Board may from time to time appoint
such other Committees of the Board, consisting of one or more directors and, if
deemed desirable, one or more directors who shall act as alternate members and
who may replace any absentee or disqualified member at any meeting of the
Committee, and may delegate to each such Committee any of the powers and
authority of the Board in the management of the business and affairs of the
Corporation not reserved to the Board pursuant to Section 3.3. Each such
Committee shall keep a record of its acts and proceedings.
Section 3.3 Powers Reserved to the Board. No Committee of the Board
shall take any action to amend the Certificate of Incorporation or these
By-Laws, adopt any agreement to merge or consolidate the Corporation, declare
any dividend or recommend to the stockholders a sale, lease or exchange of all
or substantially all of the assets and property of the Corporation, a
dissolution of the Corporation or a revocation of a dissolution of the
Corporation; nor shall any Committee of the Board take any action which is
required in these By-Laws, in the Certificate of Incorporation or by statute to
be taken by a vote of a specified proportion of the whole Board.
Section 3.4 Election of Committee Members; Vacancies. So far as
practicable, members of Committees of the Board and their alternates (if any)
shall be appointed at each organization meeting of the Board and, unless sooner
discharged by an affirmative vote of the majority of the whole Board, shall hold
office until the next organization meeting of the Board and until their
respective successors are appointed. In the absence or disqualification of any
member of a Committee of the Board, the member or members (including alternates)
present at any meeting of the Committee and not disqualified from voting,
whether or not he or they constitute a quorum, may unanimously appoint another
director to act at the meeting in place of any absent or disqualified member.
Vacancies in Committees of the Board created by death, resignation or removal
may be filled by an affirmative vote of a majority of the whole Board.
Section 3.5 Meetings. Each Committee of the Board may provide for
stated meetings of such Committee. Special meetings of each Committee may be
called by any two members of the Committee. The provisions of Section 2
regarding the business, time and place, notice and waivers of notice of
meetings, attendance at meetings and action without a meeting shall apply to
each Committee of the Board, except that the references in such provisions to
the directors and the Board shall be deemed respectively to be references to the
members of the Committees and to the Committee.
Section 3.6 Quorum and Manner of Acting. A majority of the members of
any Committee of the Board shall constitute a quorum for the transaction of
business at meetings of the Committee, and the act of a majority of the members
present at any meeting at which a quorum is present shall be the act of the
Committee. A majority of the members present at any meeting, regardless of
whether or not they constitute a quorum, may adjourn the meeting to
<PAGE>
10
another time or place. Any business which might have been transacted at the
original meeting may be transacted at any adjourned meeting at which a quorum is
present.
SECTION 4
Officers
Section 4.1 Election and Appointment. The elected officers of the
Corporation shall consist of a Chairman of the Board, one or more Chief
Executive Officers who shall report directly to the Chairman of the Board, a
President, a Chief Financial Officer, one or more Vice Presidents, a Treasurer,
a Secretary and such other elected officers as shall from time to time be
designated by the Board. The Board may also appoint, or provide for the
appointment of, such other officers and agents as may from time to time appear
necessary or advisable in the conduct of the affairs of the Corporation. Any
number of offices may be held by the same person, except no person may at the
same time be both a Chief Executive Officer and the Chief Financial Officer.
[amended 7/23/99]
Section 4.2 Duties of Chairman, Vice-Chairman and Chief Executive
Officer. The Chairman, or in the absence of the Chairman, the Vice-Chairman, or
in the absence of the Vice-Chairman, a Chief Executive Officer, shall preside at
all meetings of stockholders and at all meetings of the Board and the Executive
Committee. The Chairman, or in the absence of the Chairman, a Chief Executive
Officer, except to the extent otherwise provided in these By-Laws or by the
Board, shall have general authority to execute any and all documents in the name
of the Corporation and to supervise and control all of the business and affairs
of the Corporation. [amended 7/23/99]
Section 4.3 Duties of Other Officers. The other officers of the
Corporation shall have such powers and duties not inconsistent with these
By-Laws as may from time to time be conferred upon them in or pursuant to
resolutions of the Board, and shall have such additional powers and duties not
inconsistent with such resolutions as may from time to time be assigned to them
by any competent superior officer. The Board shall assign to one or more of the
officers of the Corporation the duty to record the proceedings of the meetings
of the stockholders and the Board in a book to be kept for that purpose.
Section 4.4 Terms of Office and Vacancy. So far as practicable, the
elected officers shall be elected at each organization meeting of the Board, and
shall hold office until the next organization meeting of the Board and until
their respective successors are elected. If any vacancy should occur in any
office, the Board may elect a successor for the remainder if the term of that
office. Officers shall hold office at the pleasure of the Board. Any officer may
resign by written notice to the Corporation.
<PAGE>
11
Section 4.5 Removal of Elected Officers. Elected officers may be
removed at any time, either for or without cause, by the affirmative vote of a
majority Board at a meeting called for that purpose.
Section 4.6 Compensation of Elected Officers. The compensation of all
elected officers of the Corporation shall be fixed from time to time by the
Board.
SECTION 5
Shares and Transfers of Shares
Section 5.1 Certificates. Every stockholder shall be entitled to a
certificate signed by the Chairman or a Chief Executive Officer or the President
or a Vice President and by the Treasurer or an Assistant Treasurer or the
Secretary or an Assistant Secretary, certifying the class and number of shares
owned by him in the Corporation; provided, that, where such certificate is
countersigned by a Transfer Agent or Registrar, the signature of any such
Chairman, Chief Executive Officer, President, Vice President, Treasurer,
Assistant Treasurer, Secretary, or Assistant Secretary may be facsimile. In case
any officer or officers who shall have signed or whose facsimile signature or
signatures shall have been used on any such certificate or certificates shall
cease to be such officer or officers, whether because of death, resignation, or
otherwise, before such certificate or certificates shall have been issued by the
Corporation, such certificate or certificates may be issued by the Corporation
with the same effect as if he or they were such officer or officers at the date
of issue. [amended 7/23/99]
Section 5.2 Transfer Agents and Registrars. The Board may, in its
discretion, appoint one or more responsible banks or trust companies from time
to time, to act as Transfer Agents and Registrars of shares of the Corporation;
and, when such appointments shall have been made, no certificate for shares of
the Corporation shall be valid until countersigned by one of such Transfer
Agents and registered by one of such Registrars.
Section 5.3 Transfer of Shares. Shares of the Corporation may be
transferred by delivery of the certificates therefor, accompanied either by an
assignment in writing on the back of the certificates or by written power of
attorney to sell, assign, and transfer the same, signed by the record holder
thereof; but no transfer shall affect the right of the Corporation to pay any
dividend upon the shares to the holder of record thereof, or to treat the holder
of record as the holder in fact thereof for all purposes, and no transfer shall
be valid, except between the parties thereto, until such transfer shall have
been made upon the books of the Corporation.
Section 5.4 Lost Certificates. In case any certificate for shares of
the Corporation shall be lost, stolen, or destroyed, the Board, in its
discretion, or any Transfer Agent thereunto duly authorized by the Board, may
authorize the issuance of a substitute certificate in place of the certificate
so lost, stolen, or destroyed, and may cause such substitute certificate to be
<PAGE>
12
countersigned by the appropriate Transfer Agent (if any) and registered by the
appropriate Registrar (if any); provided that, in each such case, the applicant
for a substitute certificate shall furnish to the Corporation, and to such of
its Transfer Agents and Registrars as may require the same, evidence to their
satisfaction, in their discretion, of the loss, theft or destruction of such
certificate and of the ownership thereof, and also such bond, security or
indemnity as may then be required.
Section 5.5 Record Dates. In order that the Corporation may determine
the stockholders entitled to notice of or to vote at any meeting of
stockholders, or any adjournment thereof, or entitled to receive payment of any
dividend or other distribution or allotment of any rights, or entitled to
exercise any rights in respect of any change, conversion or exchange of shares
or for the purpose of any other lawful action, the Board may fix, in advance, a
record date which shall be not more than sixty nor less than ten days before the
date of any meeting of stockholders, and not more than sixty days prior to any
other action. In such case, those stockholders, and only those stockholders, who
are stockholders of record on the date fixed by the Board, shall,
notwithstanding any subsequent transfer of shares on the books of the
Corporation, be entitled to notice of and to vote at such meeting of
stockholders, or any adjournment thereof, or entitled to receive payment of such
dividend or other distribution or allotment of rights, or entitled to exercise
rights in respect of any such change, conversion or exchange of shares or to
participate in any such other lawful action.
SECTION 6
Miscellaneous
Section 6.1 Fiscal Year. The fiscal year of the Corporation shall end
on June 30 of each year.
Section 6.2 Surety Bonds. The Chief Financial Officer, the Treasurer,
each Assistant Treasurer, and such other officers and agents of the Corporation
as the Board may from time to time direct, shall be bonded at the expense of the
Corporation for the faithful performance of their duties in such amounts and by
such survey companies as the Board may from time to time determine.
Section 6.3 Signature of Negotiable Instruments. All bills, notes,
checks or other instruments for the payment of money shall be signed or
countersigned in such manner as from time to time may be prescribed by
resolution of the Board.
Section 6.4 Auditor. The Board shall appoint an Auditor to discharge
the duties provided herein. Among other duties, it shall be the duty of the
Auditor so appointed to make periodic audits of the books and accounts of the
Corporation. After the close of the fiscal
<PAGE>
13
year and in accordance with applicable law, the stockholders shall be furnished
with consolidated financial statements of the Corporation and its consolidated
subsidiaries, as at the end of such fiscal year, duly certified by such Auditor,
subject to such notes or comments as the Auditor shall deem necessary or
desirable for the information of the stockholders.
Section 6.5 Indemnification of Officers, Directors, Employees, Agents,
and Fiduciaries; Insurance.
(a) The Corporation shall indemnify, in accordance with and to the
fullest extent permitted by the laws of the State of Delaware, as in effect at
the time of the adoption of this Section 6.5, or as such laws may be amended
from time to time, to the fullest extent permitted by such laws, any person (and
the heirs and legal representatives of any such 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 or was a director, officer, employee, agent or
fiduciary of the Corporation or any constituent absorbed in a consolidation or
merger, or serves as such with another corporation, or with a partnership, joint
venture, trust or other enterprise at the request of the Corporation of any such
constituent corporation.
(b) By action of the Board, notwithstanding any interest of the
directors in such action, the Corporation may purchase and maintain insurance in
such amounts as the Board deems appropriate on behalf of any person who is or
was a director, officer, employee, agent, or fiduciary of the Corporation, or is
or was serving at the request of the Corporation as a director, officer,
employee, agent or fiduciary of another enterprise against any liability
asserted against him and incurred by him in any such capacity, or arising out of
his status as such, whether or not the Corporation shall have the power to
indemnify him against such liability under the provisions of this Section.
Section 6.6 Offices. The registered office of the Corporation in the
State of Delaware is to be located at 1209 Orange Street, City of Wilmington,
County of New Castle. The Corporation may have other offices within or without
the State of Delaware.
SECTION 7
By-Law Amendments
Section 7.1 By the Stockholders. These By-laws may be amended by the
stockholders at a meeting called for the purpose in any manner not inconsistent
with any provision of law or the Certificate of Incorporation.
<PAGE>
14
Section 7.2 By the Directors. These By-laws may be amended by the
affirmative vote of a majority of the whole Board in any manner not inconsistent
with any provision of law or the Certification of Incorporation.
EXHIBIT 4.1
Medical Manager
Corporation
MEDICAL MANAGER CORPORATION
INCORPORATED UNDER THE LAWS OF DELAWARE
NUMBER SHARES
MM ____ ____
COMMON STOCK CUSIP 58461U 10 3
SEE REVERSE FOR CERTAIN DEFINITIONS
THIS CERTITIFES that
__________________________________________________________
is the owner of
__________________________________________________________
FULLY PAID AND NON-ASSESSABLE SHARES OF THE PAR VALUE OF
ONE CENT ($.01) PER SHARE OF THE COMMON STOCK OF
Medical Manager Corporation (hereinafter referred to as the "Corporation"),
transferable on the books of the Corporation by the holder hereof in person or
by duly authorized attorney upon surrender of this Certificate properly
endorsed. This Certificate and the shares represented hereby are issued and
shall be held subject to all provisions of the Certificate of Incorporation and
By-Laws of the Corporation and any amendments thereto, to all of which the
holder of this Certificate by acceptance hereof assents. This Certificate is not
valid unless countersigned and registered by the Transfer Agent and Registrar.
WITNESS the facsimile seal of the Corporation and the
facsimile signatures of its duly authorized officers.
[Corporate Seal of Dated: _______________
Medical Manager
Corporation]
/s/ Charles A. Mele /s/ Martin J. Wygod
Secretary Chairman
COUNTERSIGNED AND REGISTERED:
REGISTRAR AND TRANSFER COMPANY
TRANSFER AGENT
BY _______________________________________________ AND REGISTRAR
AUTHORIZED SIGNATURE
<PAGE>
MEDICAL MANAGER CORPORATION
The Corporation will furnish without charge to each stockholder who so
requests the powers, designations, preferences and relative, participating,
optional or other special rights of each class of stock or series thereof of the
Corporation and the qualifications, limitations, or restrictions of such
preferences and/or rights. Such request may be made to the Corporation or the
Transfer Agent.
The following abbreviations, when used in the inscription on the face
of this certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM - as tenants in common UNIF GIFT MIN ACT-____Custodian____
TEN ENT - as tenants by the entireties (Cust) (Minor)
JT TEN - as joint tenants with right under Uniform Gifts to Minors
of survivorship and not as Act__________________
tenants in common (State)
Additional abbreviations may also be used though not in the above list.
For value received, _____________________________ hereby sell, assign
and transfer unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
______________________________________
| |
|______________________________________|________________________________________
________________________________________________________________________________
Please print or typewrite name and address including postal zip code of assignee
________________________________________________________________________________
________________________________________________________________________________
__________________________________________________________________________Shares
of the Common Stock represented by the within Certificate, and do hereby
irrevocably constitute and appoint______________________________________________
________________________________________________________________________________
Attorney to transfer the said stock on the books of the within-named Corporation
with full power of substitution in the premises.
Dated_________________________
_______________________________________________________
NOTICE: THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH
THE NAME AS WRITTEN UPON THE FACE OF THE CERTIFICATE IN
EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR
ANY CHANGE WHATEVER.
SIGNATURE(S) GUARANTEED: _______________________________________________________
THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE
GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND
LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN
AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM),
PURSUANT TO S.E.C. RULE 17Ad-15.
EXHIBIT 99.1
FOR IMMEDIATE RELEASE
Contact: James R. Love
Medical Manager Corporation
Executive Vice President and Chief Financial Officer
(201) 703-3400
SYNETIC AND MEDICAL MANAGER COMPLETE MERGER
ELMWOOD PARK, NEW JERSEY, July 23, 1999 - Synetic, Inc. (NASDAQ: SNTC)
announced today that it has completed the previously announced merger with
Medical Manager Corporation (NASDAQ: MMGR), a leading provider of physician
practice management systems. This merger creates an organization with the
business assets needed to transform the information infrastructure of America's
practicing physicians and revolutionize the way in which physicians can
communicate electronically with payers, suppliers, providers and patients.
Stockholders of both companies approved the merger at separate meetings
held today. Under the terms of the merger agreement, each outstanding share of
Medical Manager's common stock will be exchanged for .625 shares of Synetic's
common stock. This tax-free transaction will be accounted for using the pooling
of interests method of accounting.
Commenting on the transaction, Martin J. Wygod, Chairman of Synetic said,
"We are very pleased to announce the completion of our merger with Medical
Manager. We look forward to continuing to build upon Medical Manager's position
as an industry leader in physician office automation. In addition, the
combination of Synetic and Medical Manager creates important synergies for both
companies. CareInsite (NASDAQ: CARI), Synetic's healthcare e-commerce
subsidiary, gains the ability to deploy its services to Medical Manager's
installed base of over 120,000 physicians, and Medical Manager gains the ability
to develop and implement the next generation of Internet enabled software
products and services for the physician practice." He continued, "This merger
creates an organization which will be differentiated by its ability to implement
products and services that are truly integrated into the workflow of the
physician's practice."
As of the close of business on July 23, 1999, the common stock of Medical
Manager Corporation will cease trading. Synetic has changed its name and will
now be known as Medical Manager Corporation. Effective July 26, 1999, the common
stock of Synetic, which has traded on NASDAQ under the symbol "SNTC", will trade
under the symbol "MMGR".
<PAGE>
Martin J. Wygod, current Chairman of Synetic, will serve as Chairman of
the Board of Directors of the combined company. Michael A. Singer, current
Chairman and CEO of Medical Manager, will become the Vice-Chairman and Co-CEO of
the combined company. John Kang, current President of Medical Manager, will also
become the Co-CEO of the combined company. Synetic's current senior management
team will remain in place with the exception of Paul Suthern and Roger Holstein
who will each devote their full attention to their roles at CareInsite. Paul
Suthern will remain President and CEO of CareInsite and Roger Holstein will
remain Executive Vice President of Marketing and Sales of CareInsite. Michael A.
Singer, John Kang, Chris A. Peifer, Courtney F. Jones and Raymond Kurzweil will
join the Board of Directors of the combined company.
*****
Certain statements contained in this release are forward looking
statements that involve risks and uncertainties including, but not limited to,
the successful integration of the Synetic and Medical Manager products, the
feasibility of developing commercially profitable healthcare e-commerce
services, the effect of economic conditions, physician and other user
acceptance, the impact of competitive products, services and pricing, product
development, commercialization and technological difficulties, and other risks
detailed in Synetic's and Medical Manager's Securities and Exchange Commission
filings.
