<PAGE> 1
As filed with the Securities and Exchange Commission on June 28, 1996
REGISTRATION NO. 333-________
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------------
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
--------------------------
MEDAPHIS CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 58-1651222
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2700 CUMBERLAND PARKWAY
SUITE 300
ATLANTA, GEORGIA 30339
(Address, including zip code, of registrant's principal executive offices)
AMENDED AND RESTATED MEDAPHIS CORPORATION NON-QUALIFIED STOCK
OPTION PLAN
(Full title of plan)
RANDOLPH G. BROWN
CHAIRMAN, CHIEF EXECUTIVE OFFICER AND PRESIDENT
2700 CUMBERLAND PARKWAY
SUITE 300
ATLANTA, GEORGIA 30339
(770) 444-5300
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
COPIES TO:
ROBERT W. MILLER, ESQ. WILLIAM R. SPALDING, ESQ.
KING & SPALDING MEDAPHIS CORPORATION
191 PEACHTREE STREET 2700 CUMBERLAND PARKWAY
ATLANTA, GEORGIA 30303-1763 SUITE 300
(404) 572-4600 ATLANTA, GEORGIA 30339
(770) 444-5300
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
==========================================================================================================================
Title of Securities to be Registered Amount to Proposed Maximum Proposed Maximum Amount of
be Registered Offering Price Per Aggregate Offering Registration Fee
Share(1) Price(1)
- --------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value $.01 per share..... 1,500,000 $36.00 $54,000,000 $18,621
- --------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Estimated solely for the purpose of computing the registration fee
pursuant to Rule 457(h) on the basis of the high and low prices of Common
Stock of Medaphis Corporation on June 27, 1996.
Exhibit Index Located on Page 6
Page 1 of 27 Pages.
<PAGE> 2
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference.
The contents of the Registration Statements on Form S-8 (File No. 33-46847
filed on April 6, 1992, File No. 33-64952 filed on June 24, 1993, File No.
33-88444 filed on January 13, 1995 and File No. 33-95742 filed on August 14,
1995) filed by Registrant are hereby incorporated by reference into this
Registration Statement.
Item 6. Indemnification of Directors and Officers.
The following summary is qualified in its entirety by reference to the
complete text of the statute, Amended and Restated Certificate of
Incorporation, as amended, Amended and Restated By-Laws and agreement referred
to below.
The Registrant's Amended and Restated By-Laws provide that each person who
was or is made a party to, is threatened to be made a party to or is otherwise
involved in any action, suit or proceeding, whether civil, criminal,
administrative or investigative, by reason of the fact that he is or was a
director, officer, employee or agent of the Registrant (or is or was serving at
the request of the Registrant as a director, officer, employee or agent of
another entity), will be indemnified and held harmless by the Registrant to the
fullest extent permitted by the Delaware General Corporation Law as it
currently exists or is later amended.
Under Section 145 of the Delaware General Corporation Law, a corporation
may indemnify a director, officer, employee or agent of the corporation (or
other entity if such person is serving in such capacity at the corporation's
request) against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by him if he acted
in good faith and in a manner he reasonably believed to be in, or not opposed
to, the best interests of the corporation and, with respect to any criminal
action or proceeding, had no reasonable cause to believe his conduct was
unlawful. In the case of an action brought by or in the right of the
corporation, the corporation may indemnify a director, officer, employee or
agent of the corporation (or other entity if such person is serving in such
capacity at the corporation's request) against expenses (including attorneys'
fees) actually and reasonably incurred by him if he acted in good faith and in
a manner he reasonably believed to be in, or not opposed to, the best interests
of the corporation, except that no indemnification shall be made in respect of
any claim, issue or matter as to which such person shall have been adjudged to
be liable to the corporation unless a court determines that, despite the
adjudication of liability but in view of all the circumstances of the case,
such person is fairly and reasonably entitled to indemnification for such
expenses as the court shall deem proper. Expenses (including attorneys' fees)
incurred by an officer or director in defending any civil, criminal,
administrative or investigative action, suit or proceeding may be paid by the
corporation in advance of the final disposition of such action, suit or
proceeding upon receipt of an undertaking by or on behalf of such director or
officer to repay such amount if it shall ultimately be determined that he is
not entitled to be indemnified by the corporation.
The Registrant's Amended and Restated Certificate of Incorporation, as
amended, provides that a director of the Registrant shall not be personally
liable to the Registrant or its stockholders for monetary damages for breach of
fiduciary duty as a director, except for liability (i) for any breach of the
director's duty of loyalty to the Registrant or its stockholders, (ii) for any
acts or omissions not in good faith or which involve intentional misconduct or
a knowing violation of law, (iii) under Section 174 of the Delaware General
Corporation Law or (iv) for any transaction in which the director derived an
improper personal benefit.
In addition, the Registrant and Randolph G. Brown are parties to an
agreement pursuant to which the Registrant has agreed to indemnify and hold
harmless Mr. Brown to the fullest extent permitted by the Delaware General
Corporation Law as it presently exists or to such greater extent as such law
may subsequently be amended.
-2-
<PAGE> 3
The Registrant maintains directors and officers liability insurance. Such
policies have a deductible of $350,000 and an annual per occurrence and
aggregate cap on coverage of $25 million.
Item 8. Exhibits.
---------
<TABLE>
<CAPTION>
Exhibit Description
- ------- -----------
<S> <C>
4.1 Amended and Restated Certificate of Incorporation of Registrant
(incorporated by reference to Exhibit 3.1 of Registrant's Registration
Statement on Form S-1, File No. 33-42216).
4.2 Certificate of Amendment of Amended and Restated Certificate of
Incorporation of Registrant (incorporated by reference to Exhibit 3 of
Registrant's Quarterly Report on Form 10-Q for the Quarterly Period Ended
March 31, 1993).
4.3 Certificate of Amendment of Amended and Restated Certificate of
Incorporation of Registrant (incorporated by reference to Exhibit 3.3 of
Registrant's Registration Statement on Form 8-A/A, filed on March 28,
1995).
4.4 Certificate of Amendment of Amended and Restated Certificate of
Incorporation of Registrant (incorporated by reference to Exhibit 4.4 of
Registrant's Registration Statement on Form S-8, Registration No.
333-03213).
4.5 Amended and Restated By-Laws of Registrant (incorporated by reference to
Exhibit 3.2 of Registrant's 1992 Form 10-K, File No. 000-19480).
5 Opinion of King & Spalding regarding legality of shares being registered.
23.1 Consent of Deloitte & Touche LLP.
23.2 Consent of Price Waterhouse LLP.
23.3 Consent of Coopers & Lybrand LLP.
23.4 Consent of Arthur Andersen LLP.
23.5 Consent of King & Spalding (contained in the opinion filed as Exhibit 5).
99.1 Eighth Amendment to Amended and Restated Medaphis Corporation
Non-Qualified Stock Option Plan.
99.2 Ninth Amendment to Amended and Restated Medaphis Corporation
Non-Qualified Stock Option Plan.
99.3 Tenth Amendment to Amended and Restated Medaphis Corporation Non-Qualified
Stock Option Plan.
</TABLE>
-3-
<PAGE> 4
SIGNATURES
----------
Pursuant to the requirements of the Securities Act of 1933, Medaphis
Corporation certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Atlanta, State of Georgia, on this 28th day of
June, 1996.
MEDAPHIS CORPORATION
By: /s/ Randolph G. Brown
---------------------
Randolph G. Brown
Chairman, Chief Executive
Officer and President
-4-
<PAGE> 5
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capabilities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
/s/ Randolph G. Brown Chairman, Chief Executive June 28, 1996
- ---------------------------- Officer, President
Randolph G. Brown and Director
/s/ Michael R. Cote Senior Vice June 28, 1996
- ---------------------------- President -- Finance,
Michael R. Cote Chief Financial
Officer and Assistant
Secretary
/s/ James S. Douglass Vice President, Corporate June 28, 1996
- ---------------------------- Controller and
James S. Douglass Chief Accounting Officer
/s/ Robert C. Bellas, Jr. Director June 28, 1996
- ----------------------------
Robert C. Bellas, Jr.
/s/ David R. Holbrooke, M.D. Director June 28, 1996
- ----------------------------
David R. Holbrooke, M.D.
/s/ David E. McDowell Director June 28, 1996
- ----------------------------
David E. McDowell
/s/ Steven G. Papermaster Director June 25, 1996
- ----------------------------
Steven G. Papermaster
/s/ Dennis A. Pryor Director June 28, 1996
- ----------------------------
Dennis A. Pryor
</TABLE>
-5-
<PAGE> 6
EXHIBIT INDEX
-------------
<TABLE>
<CAPTION>
Exhibit Description Page
- ------- ----------- ----
<S> <C> <C>
4.1 Amended and Restated Certificate of Incorporation of Registrant (incorporated by
reference to Exhibit 3.1 of Registrant's Registration Statement on Form S-1,
File No. 33-42216). --
4.2 Certificate of Amendment of Amended and Restated Certificate of Incorporation of
Registrant (incorporated by reference to Exhibit 3 of Registrant's Quarterly Report
on Form 10-Q for the Quarterly Period Ended March 31, 1993). --
4.3 Certificate of Amendment of Amended and Restated Certificate of Incorporation of
Registrant (incorporated by reference to Exhibit 3.3 of Registrant's Registration
Statement on Form 8-A/A, filed on March 28, 1995). --
4.4 Certificate of Amendment of Amended and Restated Certificate of Incorporation of
Registrant (incorporated by reference to Exhibit 4.4 of Registrant's Registration
Statement on Form S-8, Registration No. 333-03213). --
4.5 Amended and Restated By-Laws of Registrant (incorporated by reference to Exhibit
3.2 of Registrant's 1992 Form 10-K, File No. 000-19480). --
5 Opinion of King & Spalding regarding legality of shares being registered. 7
23.1 Consent of Deloitte & Touche LLP. 10
23.2 Consent of Price Waterhouse LLP. 12
23.3 Consent of Coopers & Lybrand LLP. 14
23.4 Consent of Arthur Andersen LLP. 16
23.5 Consent of King & Spalding (contained in the opinion filed as Exhibit 5). --
99.1 Eighth Amendment to Amended and Restated Medaphis Corporation
Non-Qualified Stock Option Plan. 18
99.2 Ninth Amendment to Amended and Restated Medaphis Corporation
Non-Qualified Stock Option Plan. 21
99.3 Tenth Amendment to Amended and Restated Medaphis Corporation
Non-Qualified Stock Option Plan. 24
</TABLE>
-6-
<PAGE> 1
EXHIBIT 5
OPINION OF KING & SPALDING
REGARDING LEGALITY OF SHARES BEING REGISTERED
<PAGE> 2
[LETTERHEAD OF KING & SPALDING]
June 28, 1996
Medaphis Corporation
2700 Cumberland Parkway
Suite 300
Atlanta, Georgia 30339
Re: Medaphis Corporation -- Form S-8 Registration Statement
-------------------------------------------------------
Gentlemen:
We have acted as counsel to Medaphis Corporation, a Delaware corporation
(the "Company"), in connection with the preparation of a Registration Statement
on Form S-8 (the "Registration Statement") to be filed with the Securities and
Exchange Commission relating to 1,500,000 shares of the Company's voting common
stock, par value $.01 per share ("Common Stock"), to be offered pursuant to the
Amended and Restated Medaphis Corporation Non-Qualified Stock Option Plan (the
"Plan"). In so acting, we have examined and relied upon such records,
documents, certificates and other instruments as in our judgment are necessary
or appropriate to form the basis for the opinion set forth below. In all such
examinations, we have assumed the genuineness of signatures on original
documents and the conformity to such original documents of all copies submitted
to us as certified, conformed or photographic copies, and as to certificates of
public officials, we have assumed the same to have been properly given and to
be accurate.
This opinion is limited in all respects to the federal laws of the United
States of America and the laws of the State of Delaware, and no opinion is
expressed with respect to the laws of any other jurisdiction or any effect
which such laws may have on the opinion expressed below.
Based upon the foregoing and subject to the limitations, qualifications
and assumptions set forth in this letter, we are of the opinion that the shares
of Common Stock to be issued upon the exercise of stock options ("Options")
granted under the Plan are duly authorized and assuming (i) the shares of
Common Stock so issuable continue to be duly authorized on the dates of
exercise, (ii) on the dates of exercise, the Options will have been duly
executed, issued, and delivered, will constitute the legal, valid, and binding
obligations of the Company, and will (subject to applicable bankruptcy,
insolvency, and other laws affecting the enforceability of creditors' rights
generally) be enforceable as to the Company in accordance with their terms, and
(iii) no change occurs in the applicable law or the pertinent facts, then, when
the Options are exercised in accordance with their terms and the terms of the
Plan (including the payment of any consideration therefor), the shares of
Common Stock so issuable will be validly issued, fully paid and nonassessable.
<PAGE> 3
Medaphis Corporation
June 28, 1996
Page 2
- --------------------
We consent to the filing of this opinion as an Exhibit to the Registration
Statement.
Very truly yours,
/s/ King & Spalding
-------------------
KING & SPALDING
<PAGE> 1
EXHIBIT 23.1
CONSENT OF DELOITTE & TOUCHE LLP
<PAGE> 2
EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the following:
- - To the incorporation by reference in this Registration Statement of Medaphis
Corporation on Form S-8 (the "Registration Statement") of our report dated
May 6, 1996 relating to the supplemental consolidated financial statements of
Medaphis Corporation appearing in the Current Report on Form 8-K dated April
3, 1996 of Medaphis Corporation; and
- - To the incorporation by reference in the Registration Statement of our report
dated March 15, 1996 relating to the financial statement schedule of Medaphis
Corporation appearing in the Annual Report on Form 10-K of Medaphis
Corporation for the year ended December 31, 1995.
/s/ Deloitte & Touche LLP
Atlanta, Georgia
June 27, 1996
<PAGE> 1
EXHIBIT 23.2
CONSENT OF PRICE WATERHOUSE LLP
<PAGE> 2
EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated January 31, 1996 relating to the
consolidated financial statements of BSG Corporation which appears on page F-2
of Exhibit 99.4 of the Current Report on Form 8-K of Medaphis Corporation dated
March 13, 1996.
/s/ Price Waterhouse LLP
PRICE WATERHOUSE LLP
Austin, Texas
June 27, 1996
<PAGE> 1
EXHIBIT 23.3
CONSENT OF COOPERS & LYBRAND LLP
<PAGE> 2
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the registration statement of
Medaphis Corporation on Form S-8 of our report, which includes an explanatory
paragraph regarding a change in the method of accounting for income taxes, dated
August 10, 1994, on our audits of the financial statements of Healthcare
Recoveries, Inc. as of June 30, 1994 and 1993 and for the three years in the
period ended June 30, 1994. We also consent to the reference to our firm under
the caption "Experts."
/s/ Coopers & Lybrand LLP
Louisville, Kentucky
June 27, 1996
<PAGE> 1
EXHIBIT 23.4
CONSENT OF ARTHUR ANDERSEN LLP
<PAGE> 2
ARTHUR ANDERSEN LLP
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement on Form S-8 of our report dated
December 8, 1995 on the combined financial statements of The Receivables
Management Division of MedQuist, Inc. included in Medaphis Corporation's Form
8-K filed on January 19, 1996 and to all references to our Firm included in this
registration statement.
/s/ Arthur Andersen LLP
Philadelphia, Pa.,
June 27, 1996
<PAGE> 1
EXHIBIT 99.1
EIGHTH AMENDMENT TO AMENDED AND RESTATED MEDAPHIS CORPORATION NON-QUALIFIED
STOCK OPTION PLAN.
<PAGE> 2
EIGHTH AMENDMENT TO AMENDED AND RESTATED
MEDAPHIS CORPORATION
NON-QUALIFIED STOCK OPTION PLAN
THIS AMENDMENT is effective the 1st day of May, 1996, and is made by
MEDAPHIS CORPORATION, a corporation organized and doing business under the laws
of the State of Delaware (the "Company").
W I T N E S S E T H:
- - - - - - - - - -
WHEREAS, the Company has previously adopted the Amended and Restated
Medaphis Corporation Non-Qualified Stock Option Plan (the "Plan");
WHEREAS, the First Amendment to the Plan, which increased the number of
shares available for grant hereunder became effective January 30, 1992;
WHEREAS, the Second Amendment to the Plan, which formally allowed the
Committee authorized to administer the Plan upon the exercise of option by an
optionee, to withhold amounts necessary to satisfy state and federal tax
withholding requirements applicable to such exercise, became effective on August
5, 1992;
WHEREAS, the Third Amendment to the Plan, which increased the number of
shares available for grant thereunder and provided that future options be
granted at a price not less than fair market value as of the date of grant,
became effective on April 29, 1993;
WHEREAS, the Fourth Amendment to the Plan, which effected certain
changes to the Plan designed to preserve the Company's ability to account for
certain future transactions under the "pooling of interests" accounting method,
became effective on July 22, 1993;
WHEREAS, the Fifth Amendment to the Plan, which permitted the options
granted pursuant to the Plan to be transferable by the optionee only by will
or the laws of descent and distribution or pursuant to a qualified domestic
relations order, became effective on December 15, 1993;
WHEREAS, the Sixth Amendment to the Plan, which increased the number of
shares available for grant thereunder, became effective on April 27, 1994;
WHEREAS, the Seventh Amendment to the Plan, which increased the number
of shares available for grant thereunder, became effective on April 27, 1995;
and
WHEREAS, the disinterested members of the Board of Directors of the
Company and the shareholders of the Company have approved an increase in the
number of shares available for grant
<PAGE> 3
pursuant to the Plan from 6,456,456 to 7,956,456 and an amendment of the Plan
to cap the number of options available thereunder to any individual participant
and thereby avoid limitations on the Company's deductions for compensation
benefits under Internal Revenue Code Section 162(m).
NOW THEREFORE, Section 4(a) of the Plan is hereby amended by deleting
Section 4(a) of the Plan in its entirety and replacing it with the following:
(a) AUTHORIZED SHARES. The Company has authorized and reserved for
issuance upon the exercise of options pursuant to the Plan an aggregate of
seven million nine hundred fifty-six thousand four hundred fifty-six
(7,956,456) shares (the "Shares") of $.01 par value Common Stock of the Company
(the "Common Stock"). If any option expires or terminates without the
respective optionee exercising it in full, the Committee may grant options to
other individuals with respect to the unpurchased Shares. No individual shall
be granted options under the Plan that would cause the aggregate number of
options granted under the Plan to such individual during the period that
options are granted under the Plan (taking into account all Shares with respect
to which options have been granted under the Plan to such individual, including
options that have been canceled or otherwise have expired or terminated) to
exceed 20% of the aggregate number of Shares authorized for issuance under the
Plan.
Except as specifically amended by this Eighth Amendment, the Plan shall
remain in full force and effect as prior to this Eighth Amendment.
IN WITNESS WHEREOF, the Company has caused this Eighth Amendment to be
executed on the day and year first above written.
MEDAPHIS CORPORATION
By: /s/ Michael R. Cote
----------------------------------
Title: Senior Vice President - Finance
and CFO
--------------------------------
ATTEST:
By: /s/ Peggy Sherman
----------------------
Title: Assistant Secretary
--------------------
[Corporate Seal]
2
<PAGE> 1
EXHIBIT 99.2
NINTH AMENDMENT TO AMENDED AND RESTATED MEDAPHIS CORPORATION NON-QUALIFIED
STOCK OPTION PLAN.
<PAGE> 2
NINTH AMENDMENT TO AMENDED AND RESTATED
MEDAPHIS CORPORATION
NON-QUALIFIED STOCK OPTION PLAN
THIS AMENDMENT is effective as of August 24, 1995, and is made by
MEDAPHIS CORPORATION, a corporation organized and doing business under the laws
of the State of Delaware (the "Company").
W I T N E S S E T H
WHEREAS, the Company has previously adopted the Amended and Restated
Medaphis Corporation Non-Qualified Stock Option Plan (the "Plan");
WHEREAS, the First Amendment to the Plan, which increased the number of
shares available for grant, became effective on January 30, 1992;
WHEREAS, the Second Amendment to the Plan, which formally allowed the
Committee authorized to administer the Plan, upon the exercise of an option by
an optionee, to withhold amounts necessary to satisfy state and federal tax
withholding requirements applicable to such exercise, became effective on
August 5, 1992;
WHEREAS, the Third Amendment to the Plan, which increased the number of
shares available for grant thereunder and provided that future options be
granted at a price not less than fair market value as of the date of grant,
became effective on April 29, 1993;
WHEREAS, the Fourth Amendment to the Plan, which effected certain
changes to the Plan designed to preserve the Company's ability to account for
certain transactions under the "pooling of interests" accounting method, became
effective on July 22, 1993;
WHEREAS, the Fifth Amendment to the Plan, which permitted the options
granted pursuant to the Plan to be transferable by the optionee only by will or
the laws of descent and distribution or pursuant to a qualified domestic
relations order, became effective on December 15, 1993;
WHEREAS, the Sixth Amendment to the Plan, which increased the number of
shares available for grant, became effective on April 27, 1994;
WHEREAS, the Seventh Amendment to the Plan, which increased the number
of shares available for grant, became effective on April 27, 1995;
WHEREAS, the Eighth Amendment to the Plan, which increased the number
of shares available for grant and limited the maximum number of options
available for grant to any one individual, became effective on May 1, 1996; and
<PAGE> 3
WHEREAS, the disinterested members of the Board of Directors of the
Company have authorized an amendment to the Plan to (1) allow the committee
authorized to administer the Plan to amend the Plan without the approval of the
stockholders of the Company if such amendment would not alter the rights of any
participant under the Plan who is subject to Rule 16b-3 of the Securities and
Exchange Act of 1934, as amended, and (2) allow the committee authorized to
administer the Plan to adjust the time periods set forth in Section 5(f) of the
Plan.
NOW, THEREFORE, BE IT RESOLVED, that Section 8 of the Plan is hereby
amended by deleting Section 8 of the Plan in its entirety, and replacing it
with the following:
8. AMENDMENT OF THE PLAN. The Plan may be amended by the
Committee from time to time to the extent that the Committee deems necessary or
appropriate except that the Committee shall not amend the Plan, absent the
approval of the stockholders of the Company (a) to materially increase (within
the meaning of Rule 16b-3) the benefits accruing to participants under the
Plan, (b) to materially increase (within the meaning of Rule 16b-3) the number
of securities which may be issued under the Plan, or (c) to materially modify
(within the meaning of Rule 16b-3) the requirements as to eligibility for
participation in the Plan; provided, however, that if the amendment would not
alter the rights of any participant under the Plan who is subject to Rule
16b-3, then the Committee may approve such amendment without obtaining the
approval of the stockholders of the Company; and provided, further, however, the
Committee shall have the authority, for any employee who is not subject to Rule
16b-3, to modify the three (3) and six (6) month time periods set forth in
Section 5(f) of the Plan without obtaining the approval of the stockholders of
the Company.
Except as specifically amended by this Ninth Amendment, the Plan shall
remain in full force and effect as prior to this Ninth Amendment.
IN WITNESS WHEREOF, the Company has caused this Ninth Amendment to be
executed on the day and year first above written.
MEDAPHIS CORPORATION
By: /s/ Michael R. Cote
----------------------------------
Michael R. Cote
Senior Vice President, Finance and
Chief Financial Officer
ATTEST:
By: /s/ William R. Spalding
-------------------------------------
William R. Spalding
Senior Vice President, Administration
and General Counsel
[Corporate Seal]
-2-
<PAGE> 1
EXHIBIT 99.3
TENTH AMENDMENT TO AMENDED AND RESTATED MEDAPHIS CORPORATION NON-QUALIFIED
STOCK OPTION PLAN.
<PAGE> 2
TENTH AMENDMENT TO AMENDED AND RESTATED
MEDAPHIS CORPORATION
NON-QUALIFIED STOCK OPTION PLAN
THIS AMENDMENT is effective as of May 1, 1996, and is made by MEDAPHIS
CORPORATION, a corporation organized and doing business under the laws of the
State of Delaware (the "Company").
W I T N E S S E T H:
- - - - - - - - - -
WHEREAS, the Company has previously adopted the Amended and Restated
Medaphis Corporation Non-Qualified Stock Option Plan (the "Plan");
WHEREAS, the First Amendment to the Plan, which increased the number of
shares available for grant, became effective on January 30, 1992;
WHEREAS, the Second Amendment to the Plan, which formally allowed the
Committee authorized to administer the Plan, upon the exercise of an option by
an optionee, to withhold amounts necessary to satisfy state and federal tax
withholding requirements applicable to such exercise, became effective on
August 5, 1992;
WHEREAS, the Third Amendment to the Plan, which increased the number of
shares available for grant thereunder and provided that future options be
granted at a price not less than fair market value as of the date of grant,
became effective on April 29, 1993;
WHEREAS, the Fourth Amendment to the Plan, which effected certain changes
to the Plan designed to preserve the Company's ability to account for certain
transactions under the "pooling of interests" accounting method, became
effective on July 22, 1993;
WHEREAS, the Fifth Amendment to the Plan, which permitted the options
granted pursuant to the Plan to be transferable by the optionee only by will or
the laws of descent and distribution or pursuant to a qualified domestic
relations order, became effective on December 15, 1993;
WHEREAS, the Sixth Amendment to the Plan, which increased the number of
shares available for grant, became effective on April 27, 1994;
WHEREAS, the Seventh Amendment to the Plan, which increased the number of
shares available for grant, became effective on April 27, 1995;
WHEREAS, the Eighth Amendment to the Plan, which increased the number of
shares available for grant and limited the maximum number of options available
for grant to any one individual, became effective on May 1, 1996;
<PAGE> 3
WHEREAS, the Ninth Amendment to the Plan, which formally allowed the
committee authorized to administer the Plan to amend the Plan without the
approval of the stockholders of the Company if such amendment would not alter
the rights of any participant under the Plan who is subject to Rule 16b-3 of
the Securities and Exchange Act of 1934, as amended, and further, formally
allowed the committee authorized to administer the Plan to adjust the time
periods set forth in Section 5(f) of the Plan, became effective as of August
24, 1995; and
WHEREAS, the disinterested members of the Board of Directors of the
Company have authorized an amendment to the Plan to provide that the Plan will
be administered by the Compensation Committee of the Company, which shall
consist of "disinterested persons" as defined in Rule 16b-3 of the Securities
and Exchange Act of 1934, as amended, and "outside directors" as provided for in
Section 162(m) of the Internal Revenue Code of 1986, as amended, and the
regulations promulgated thereunder.
NOW, THEREFORE, BE IT RESOLVED THAT Section 2 of the Plan is hereby
amended by deleting Section 2 of the Plan in its entirety, and replacing it
with the following:
2. Administration. The Plan shall be administered by the Compensation
Committee of the Company (the "Committee"). The Committee shall consist of not
less than two members of the Company's Board of Directors (the "Board of
Directors"), each of whom shall be a "disinterested person" within the meaning
of Rule 16b-3 of the Securities and Exchange Act of 1934, as amended ("Rule
16b-3") and an "outside director" as provided for in Section 162(m) of the
Internal Revenue Code of 1986, as amended, and the regulations promulgated
thereunder. The Board of Directors may from time to time remove members from,
or add members to, the Committee. Vacancies on the Committee shall be filled by
the Board of Directors. The Committee shall select one of its members as
Chairman, and shall hold meetings at such times and places as it may determine.
Acts approved by a majority of the Committee in a meeting at which a quorum is
present, or acts reduced to or approved in writing by a majority of the members
of the Committee, shall be the valid acts of the Committee.
The Committee acting in its absolute discretion shall exercise such power
and take such action as expressly called for under the Plan and, further, the
Committee shall have the power to interpret the Plan and (subject to Rule
16b-3) to take such other action (except to the extent the right to take such
action is expressly and exclusively reserved for the Board of Directors or the
Company's stockholders) in the administration and operation of the Plan as the
Committee deems equitable under the circumstances, which action shall be
binding on the Company, on each affected participant and on each other person
directly or indirectly affected by such action. No member of the Board of
Directors or the Committee shall be liable for any action or determination made
in good faith with respect to the Plan or any option granted under it.
Except as specifically amended by this Tenth Amendment, the Plan shall
remain in full force and effect as prior to this Tenth Amendment.
-2-
<PAGE> 4
IN WITNESS WHEREOF, the Company has caused this Tenth Amendment to be
executed on the day and year first above written.
MEDAPHIS CORPORATION
By: /s/ Michael R. Cote
---------------------------
Michael R. Cote
Senior Vice President, Finance and
Chief Financial Officer
ATTEST:
By: /s/ William R. Spalding
-------------------------
William R. Spalding
Senior Vice President, Administration
and General Counsel
[Corporate Seal]
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