As Filed with the Securities and Exchange Commission on July 25, 2000
Registration No. 333-95723
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Post-Effective Amendment No. 1(1)
To
FORM S-3
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
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MEDICAL MANAGER CORPORATION
(Exact name of Registrant as specified in its charter)
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Delaware 22-2975182
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
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Medical Manager Corporation
669 River Drive, River Drive Center 2
Elmwood Park, New Jersey 07407
(212) 703-3400
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
Charles A. Mele, Esq.
Medical Manager Corporation
Executive Vice President -- General Counsel
669 River Drive, River Drive Center 2
Elmwood Park, New Jersey 07407
(201) 703-3400
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
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Copies to:
Stephen T. Giove, Esq. Jonathan L. Freedman, Esq.
Shearman & Sterling Frederick W. Kanner, Esq.
599 Lexington Avenue Dewey Ballantine LLP
New York, New York 10022 1301 Avenue of the Americas
(212) 848-4000 New York, New York 10019
(212) 259-8000
Approximate date of commencement of proposed sale to the public: As
soon as practicable after the effective date of this Registration Statement.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plan, please check the following
box. |_|
If any of the securities being registered on this Form are being
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with
dividend or interest reinvestment plans, check the following box. |X|
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. |_|
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. |_|
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. |_|
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1 Pursuant to Rule 401(e), this Post-Effective Amendment to Form S-3 amends
Registration Statement No. 333-95723.
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<PAGE>
EXPLANATORY NOTE
This Post-Effective Amendment No. 1 is being filed solely for the
purpose of removing from registration the shares of common stock, par value
$.01, of Medical Manager Corporation that were being offered hereby by Medical
Manager that remain unsold at the termination of this offering pursuant to Item
512(a) (3) of Regulation S-K. The registration of the shares of Medical Manager
common stock was in connection with Medical Manager's call for redemption of all
of its outstanding 5% Convertible Subordinated Debentures due 2007.
Medical Manager announced on January 31, 2000 that it had called for
redemption on February 15, 2000, the Redemption Date, the entire $159,388,000
aggregate principal amount of its Debentures outstanding at that time.
As an alternative to redemption, the outstanding Debentures were
convertible into shares of Medical Manager's common stock at the rate of
approximately 16.667 shares of common stock per $1,000 principal amount of
Debentures, with cash to be paid in lieu of any fractional shares, for
Debentures surrendered on or prior to February 14, 2000. Debentures not properly
submitted for conversion by February 14, 2000, the Conversion Expiration Date,
were to be redeemed at a redemption price of $1,053.57 per $1,000 principal
amount of Debentures, including accrued interest of $25.00. As of the completion
of the call for redemption, $159,114,00 aggregate principal amount of the
Debentures had been surrendered for conversion into 2,651,828 shares of Medical
Manager's common stock. At the request of a holder, the remaining $274,000
aggregate principal amount of the Debentures was redeemed by Medical Manager at
the redemption price.
Pursuant to a Standby Underwriting Agreement dated January 28, 2000,
arrangements were initially made with Warburg Dillon Read LLC, as standby
underwriter, to purchase from Medical Manager all of the shares of common stock
that otherwise would have been issuable upon conversion of the $159,388,000
aggregate principal amount of the Debentures that were duly surrendered for
redemption instead of conversion, with certain exceptions. However, since no
shares have been, or will be, sold by Medical Manager to Warburg Dillon Read LLC
in its role as standby underwriter, no shares will be offered or issued pursuant
to this Registration Statement. Medical Manager hereby removes such shares from
registration. This Post-Effective Amendment No. 1 does not contain a copy of the
Prospectus or Part II included in the Registration Statement as the sole purpose
of this filing is to remove from registration all of the shares of common stock
offered hereby that remain unsold pursuant to the Registration Statement.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant, Medical Manager Corporation, a corporation organized and existing
under the laws of the State of Delaware, certifies that it has reasonable
grounds to believe that it meets all the requirements for filing on Form S-3
and has duly caused this Amendment to the 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 the 25th day of July, 2000.
Medical Manager Corporation
By: /s/ James R. Love
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James R. Love
Executive Vice President -- Finance and
Administration and Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this
Amendment to the Registration Statement has been signed below by the following
persons in the capacities indicated below on the 25th day of July, 2000.
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Signature Title
--------- -----
* Director; Chairman of the Board
---------------------------------
Martin J. Wygod
* Director; Co-Chief Executive Officer and
--------------------------------- Vice Chairman (Principal Executive Officer)
Michael A. Singer
* Director; Co-Chief Executive Officer
---------------------------------
John H. Kang (Principal Executive Officer)
* Director
---------------------------------
Marvin P. Rich
* Executive Vice President-- Finance and
--------------------------------- Administration and Chief Financial Officer
James R. Love (Principal Financial Officer)
* Senior Vice President-- Finance, Chief
--------------------------------- Accounting Officer and Assistant Secretary
Kirk G. Layman (Principal Accounting Officer)
* Director
---------------------------------
Thomas R. Ferguson
* Director
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Mervyn L. Goldstein
Director
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Ray E. Hannah
* Director
---------------------------------
Courtney F. Jones
Director
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Raymond Kurzweil
* Director
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Roger H. Licht
* Director
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James V. Manning
* Director
---------------------------------
Bernard A. Marden
* Director
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Charles A. Mele
Director
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Chris A. Peifer
Director
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Herman Sarkowsky
Director
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Paul C. Suthern
Director
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Albert M. Weis
* By: /s/ James R. Love
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James R. Love
Attorney-in-fact
