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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )
Medical Manager Corporation
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(Name of Issuer)
Common Stock, $.01 par value
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(Title of Class of Securities)
58461U 10 3
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(CUSIP Number)
Bradley D. Houser, Esq.
Akerman, Senterfitt & Eidson, P.A.
One Southeast Third Avenue
Miami, Florida 33131
Tel. No. (305) 374-5600
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
July 23, 1999
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G
to report the acquisition which is the subject of this Schedule 13D, and is
filing this statement because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box: [ ]
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SCHEDULE 13D
CUSIP NO. 58461U 10 3 PAGE 2 OF 11
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Name of reporting persons
1 S.S. or I.R.S. Identification No. of above persons (Entities Only)
Michael A. Singer
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Check the appropriate box if a member of a group (a)[ ]
2 (See Instructions)
(b)[ ]
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SEC use only
3
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Source of funds (See Instructions)
4
OO
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Check box if disclosure of legal proceedings is required
5 pursuant to Items 2(d) or 2(e) [ ]
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Citizenship or place of organization
6
United States of America
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Sole voting power
7
NUMBER OF 3,684,375
SHARES --------------------------------------------
BENEFICIALLY Shared voting power
OWNED BY 8
EACH -0-
REPORTING --------------------------------------------
PERSON Sole dispositive power
WITH 9
3,684,375
--------------------------------------------
Shared dispositive power
10
-0-
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Aggregate amount beneficially owned by each reporting person
11
3,684,375
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Check box if the aggregate amount in row (11) excludes certain
12 shares (See Instructions) [ ]
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Percent of class represented by amount in row (11)
13
10.3%
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Type of reporting person (See Instructions)
14
IN
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SCHEDULE 13D
CUSIP NO. 58461U 10 3 PAGE 3 OF 11
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Name of reporting persons
1 S.S. or I.R.S. Identification No. of above persons (Entities Only)
MAS 1997 Family Limited Partnership
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Check the appropriate box if a member of a group (a)[ ]
2 (See Instructions)
(b)[ ]
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SEC use only
3
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Source of funds (See Instructions)
4
OO
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Check box if disclosure of legal proceedings is required
5 pursuant to Items 2(d) or 2(e) [ ]
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Citizenship or place of organization
6
Texas
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Sole voting power
7
NUMBER OF 3,668,750
SHARES --------------------------------------------
BENEFICIALLY Shared voting power
OWNED BY 8
EACH -0-
REPORTING --------------------------------------------
PERSON Sole dispositive power
WITH 9
3,668,750
--------------------------------------------
Shared dispositive power
10
-0-
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Aggregate amount beneficially owned by each reporting person
11
3,668,750
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12 Check box if the aggregate amount in row (11) excludes certain
shares (See Instructions) [ ]
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Percent of class represented by amount in row (11)
13
10.2%
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Type of reporting person (See Instructions)
14
PN
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SCHEDULE 13D
CUSIP NO. 58461U 10 3 PAGE 4 OF 11
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NAME OF REPORTING PERSONS
1 S.S. or I.R.S. Identification No. of above persons (Entities Only)
MAS 1997 Manager, Inc.
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Check the appropriate box if a member of a group (a)[ ]
(See Instructions)
2
(b)[ ]
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SEC use only
3
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Source of funds (See Instructions)
4
OO
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Check box if disclosure of legal proceedings is required
5 pursuant to Items 2(d) or 2(e) [ ]
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Citizenship or place of organization
6
Texas
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Sole voting power
7
NUMBER OF 3,668,750
SHARES --------------------------------------------
BENEFICIALLY Shared voting power
OWNED BY 8
EACH -0-
REPORTING --------------------------------------------
PERSON Sole dispositive power
WITH 9
3,668,750
--------------------------------------------
Shared dispositive power
10
-0-
- --------------------------------------------------------------------------------
Aggregate amount beneficially owned by each reporting person
11
3,668,750
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12 Check box if the aggregate amount in row (11) excludes certain
shares (See Instructions) [ ]
- --------------------------------------------------------------------------------
Percent of class represented by amount in row (11)
13
10.2%
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Type of reporting person (See Instructions)
14
CO
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PAGE 5 of 11
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ITEM 1. SECURITY AND ISSUER.
This Schedule 13D relates to the common stock, par value $0.01
per share (the "Common Stock"), of Medical Manager Corporation, a Delaware
corporation (the "Company"). The Company is engaged in three principal business
activities, plastics and filtration technologies, healthcare communications, and
physician practice management systems. The Company is heaquartered at River
Drive Center 2, 669 River Drive, Elmwood Park, New Jersey 07407. The Company,
which was formerly known as Synetic, Inc., recently completed a business
combination by which it acquired Medical Manager Systems, Inc. ("Medical Manager
Systems"), which was formerly known as Medical Manager Corporation. Upon the
completion of this business combination, the Company changed its name to Medical
Manager Corporation and the former Medical Manager Corporation entity changed
its name to Medical Manager Systems, Inc., and became a wholly owned subsidiary
of the Company.
ITEM 2. IDENTITY AND BACKGROUND.
This Statement on Schedule 13D is being filed jointly by and
on behalf of Michael A. Singer, MAS 1997 Family Limited Partnership, a Texas
limited partnership ("MFLP"), and MAS 1997 Manager, Inc., a Texas corporation
("MMI" and, together with Mr. Singer and MFLP, the "Reporting Persons"), with
respect to their ownership of the Common Stock of the Company, pursuant to Rule
13d-1(k)(1) under the Securities Exchange Act of 1934, as amended (the "Exchange
Act").
Mr. Singer's business address is 15151 N.W. 99th St., Alachua,
Florida 32615 and the business address of MFLP and MMI is 8989 Westheimer
Street, Suite 228E, Houston, Texas 77063. Mr. Singer's principal occupation is
Vice Chairman and Co-Chief Executive Officer of the Company. Mr. Singer is
also the sole shareholder, executive officer and director of MMI and the sole
limited partner of MFLP. MMI's principal business is to serve as the sole
general partner of MFLP. MFLP's principal business is to make, hold, and manage
certain of Mr. Singer's investments in publicly-traded and other companies. Mr.
Singer is a citizen of the United States of America.
None of the Reporting Persons has, during the last five years,
(a) been convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors) or (b) been a party to any civil proceeding of a judicial
or administrative body of competent jurisdiction, and as a result of such
proceeding was or is subject to a judgment, decree, or final order enjoining
future violations of, or prohibiting or mandating activities subject to federal
or state securities laws or finding any violation with respect to such laws.
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PAGE 6 of 11
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ITEM 3. SOURCE AND AMOUNT OF FUNDS
OR OTHER CONSIDERATION.
In February 1997, in connection with the closing of Medical
Manager Systems' initial public offering and certain mergers related thereto,
Mr. Singer received, as partial consideration for his interests in the merged
companies, 6,370,000 shares of Medical Manager Systems common stock (the "MMSI
Common Stock"). On May 1, 1997, Mr. Singer purchased 25,000 shares of MMSI
Common Stock for cash and transferred such shares into a limited partnership and
a trust for the benefit of certain members of his family. On December 30, 1997,
Mr. Singer transferred 63,700 shares of MMSI Common Stock to MMI as a capital
contribution. On December 30, 1997 MMI transferred 63,700 shares of MMSI Common
Stock to MFLP as a capital contribution. On December 30, 1997, Mr. Singer
transferred 6,306,300 shares of MMSI Common Stock to MFLP as a capital
contribution. On April 23, 1998, Mr. Singer, indirectly through MFLP, sold
500,000 shares of MMSI Common Stock in an underwritten public offering conducted
by Medical Manager Systems.
On May 16, 1999, the Company entered into an Agreement and
Plan of Merger (the "Merger Agreement") with Medical Manager Systems (under its
former name) and Marlin Merger Sub, Inc. ("Marlin"), a Delaware corporation and
a wholly owned subsidiary of the Company. Pursuant to the Merger Agreement, on
July 23, 1999, Marlin was merged with and into Medical Manager Systems (the
"Merger"), with Medical Manager Systems continuing as the surviving corporation
and a wholly owned subsidiary of the Company. In connection with the Merger,
each share of MMSI Common Stock, including all shares of MMSI Common Stock held
by the Reporting Persons, has been converted into the right to receive 0.625
shares of the Common Stock of the Company.
ITEM 4. PURPOSE OF TRANSACTION.
The Reporting Persons have acquired the Common Stock for
investment purposes and none of the Reporting Persons have any plans or
proposals which relate to or would result in any of the events or transactions
described in Items 4(a) through 4(j) of Schedule 13D.
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PAGE 7 of 11
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ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) and (b) Mr. Singer may be deemed to own beneficially
3,684,375 shares of Common Stock (which includes 3,668,750 shares of Common
Stock beneficially owned by MFLP and MMI as described below), representing
approximately 10.3% of the outstanding shares of Common Stock, calculated in
accordance with Rule 13d-3 under the Exchange Act (based on 35,847,743 shares of
Common Stock issued and outstanding as of the effective time of the Merger). Mr.
Singer has the sole power to vote and the sole power to dispose of the 3,684,375
shares of Common Stock which he may be deemed to own beneficially.
MFLP may be deemed to own beneficially 3,668,750 shares of
Common Stock, representing approximately 10.2% of the outstanding shares of
Common Stock, calculated in accordance with Rule 13d-3 under the Exchange Act
(based on 35,847,743 shares of Common Stock issued and outstanding as of the
effective time of the Merger). MFLP has the sole power to vote and the sole
power to dispose of the 3,668,750 shares of Common Stock which it is deemed to
own beneficially.
MMI may be deemed to own beneficially the 3,668,750 shares of
Common Stock beneficially owned by MFLP as described above, representing
approximately 10.2% of the outstanding shares of Common Stock, calculated in
accordance with Rule 13d-3 under the Exchange Act (based on 35,847,743 shares of
Common Stock issued and outstanding as of the effective time of the Merger). MMI
has the sole power to vote and the sole power to dispose of the 3,668,750 shares
of Common Stock which it was deemed to own beneficially.
(c) Except with respect to the right to receive .625 shares of
Common Stock in exchange for each share of MMSI Common Stock, as described
herein and as set forth in the Merger Agreement, there have been no other
transactions in any securities of the Company affected by any of the Reporting
Persons during the past 60 days.
(d) To the knowledge of the Reporting Persons, only the
Reporting Persons have the right to receive or the power to direct the receipt
of dividends from, or the proceeds from the sale of, the shares of Common Stock
of the Company reported by this Amendment.
(e) Not applicable.
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PAGE 8 of 11
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ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.
On May 16, 1999, Mr. Singer, along with Messrs. Kang and
Mehrlich (the "Rights Holders"), entered into a Registration Rights Agreement
with the Company which gives the Rights Holders the right to demand two
registrations with the Commission of their shares of Common Stock. The first
demand registration may be requested by two of the three Rights Holders for a
number of shares of the Common Stock up to an aggregate of 50% of the Common
Stock received by each of the Rights Holders in the merger, so long as at least
500,000 shares of eligible Common Stock are registered. The second demand
registration, which may be requested any time after one year from the date the
first demand registration statement becomes effective, subject to certain
restricted periods of sale, may be made by any of the Rights Holders for 50% of
the Common Stock received by each of the Rights Holders in the merger, so long
as at least 100,000 shares of eligible Common Stock are registered. By letter
agreement dated July 23, 1999, the parties to the Registration Rights Agreement
amended the agreement to (i) delete the requirement for the Company to publish
consolidated financial statements of the combined operations of the Company and
Medical Manager Systems 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.
Other than the Registration Rights Agreement or as otherwise
described herein, none of the Reporting Persons are a party to any contracts,
arrangements, understandings or relationships with any person with respect to
securities of the Issuer.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 1 Joint Filing Agreement, dated July 23, 1999, by and
among the Reporting Persons.
Exhibit 2 Registration Rights Agreement by and among Medical
Manager Corporation and Messrs. Singer, Kang and
Mehrlich (incorporated by reference to Exhibit 4.3
of the Company's Amendment No. 1 to Registration
Statement on Form S-4, filed with the Commission on
June 24, 1999).
Exhibit 3 Letter Agreement by and among Medical Manager
Corporation and Messrs. Singer, Kang and Mehrlich
amending Sections 2.02(a) and 2.02(c) to the
Registrant Rights Agreement.
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PAGE 9 of 11
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SIGNATURES
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true,
complete and correct.
/s/ Michael A. Singer
---------------------------------------------
Michael A. Singer
Dated: July 23, 1999
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PAGE 10 of 11
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SIGNATURES
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true,
complete and correct.
MAS 1997 Family Limited Partnership
By: MAS 1997 Manager, Inc., a general
partner
By: /s/ Michael A. Singer
----------------------------------------
Michael A. Singer
President
Dated: July 23, 1999
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PAGE 11 of 11
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SIGNATURES
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true,
complete and correct.
MAS 1997 Manager, Inc.
By: /s/ Michael A. Singer
-----------------------------------------
Michael A. Singer
President
Dated: July 23, 1999
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EXHIBIT 1
JOINT FILING AGREEMENT
The undersigned hereby agree that this Statement on Schedule 13D with
respect to the Common Stock of Medical Manager Corporation of even date
herewith is, and any amendment thereto signed by each of the undersigned shall
be, filed on behalf of each of the undersigned pursuant to and in accordance
with the provisions of Rule 13d-1(k)(1) under the Securities Exchange Act of
1934, as amended.
IN WITNESS THEREOF this Joint Filing Agreement may be executed on one
or more counterparts, each of which shall be deemed an original for all purposes
and all of which together shall constitute one and the same Joint Filing
Agreement, and this Joint Filing Agreement may be effected by a written
facsimile of each party.
Dated: July 23, 1999.
/s/ Michael A. Singer
------------------------------------
MAS 1997 FAMILY LIMITED PARTNERSHIP
By: MAS 1997 MANAGER, INC.,
a general partner
By: /s/ Michael A. Singer
-------------------------------------
Michael A. Singer
President
MAS 1997 MANAGER, INC.
By: /s/ Michael A. Singer
-------------------------------------
Michael A. Singer
President
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EXHIBIT 3
[SYNETIC LETTERHEAD]
July 23, 1999
Mr. Michael A. Singer
c/o Medical Manager Corporation
3001 North Rocky Point Drive
Suite 400
Tampa, Florida 33607
Mr. John H. Kang
c/o Medical Manager Corporation
3001 North Rocky Point Drive
Suite 400
Tampa, Florida 33607
Mr. Richard W. Mehrlich
c/o Medical Manager Corporation
3001 North Rocky Point Drive
Suite 400
Tampa, Florida 33607
Gentlemen:
Reference is made to that certain Registration Rights
Agreement (the "AGREEMENT"; capitalized terms used herein and not otherwise
defined shall have the meanings given to such terms in the Agreement) dated as
of May 16, 1999 by and among Synetic, Inc, Mr. Michael A. Singer, Mr. John H.
Kang and Mr. Richard W. Mehrlich.
Notwithstanding anything to the contrary set forth in the
Agreement, the undersigned agree that the Agreement is hereby amended as
follows:
1. Section 2.02(a) of the Agreement is hereby amended by deleting
the words "sixty (60)" and inserting in lieu thereof the words
"ninety (90)".
2. Section 2.02(c) of the Agreement is hereby deleted in its
entirety.
The undersigned hereby agree that the Agreement, as amended
hereby, shall continue to be in full force and effect and is hereby ratified and
confirmed in all respects.
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Reference is further made to that certain letter from Synetic,
Inc. to Medical Manager Corporation, dated as of May 16, 1999, a copy of which
is attached hereto as Exhibit A, Michael A. Singer and John Kang hereby agree
that the disclosure described in said letter shall not be required by them, and
accordingly, such letter is no longer in effect.
Very truly yours,
SYNETIC, INC., a Delaware corporation
By: /s/ James R. Love
-------------------------------
Name: James R. Love
Title: Executive Vice President
ACKNOWLEDGED AND AGREED:
/s/ Michael A. Singer
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Michael A. Singer
/s/ John H. Kang
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John H. Kang
/s/ Richard W. Mehrlich
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Richard W. Mehrlich
