<PAGE> 1
As filed with the Securities and Exchange Commission on May 6, 1996
REGISTRATION NO. 333-
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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)
MEDAPHIS CORPORATION NON-QUALIFIED STOCK OPTION PLAN
FOR EMPLOYEES OF ACQUIRED COMPANIES
(Full title of plan)
RANDOLPH G. BROWN
CHAIRMAN, CHIEF EXECUTIVE OFFICER AND PRESIDENT
2700 CUMBERLAND PARKWAY
SUITE 300
ATLANTA, GEORGIA 30339
(770) 319-3300
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
COPIES TO:
ROBERT W. MILLER, ESQ.
KING & SPALDING
191 PEACHTREE STREET
ATLANTA, GEORGIA 30303-1763
(404) 572-4600
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
===============================================================================================================
Proposed Maximum Proposed Maximum Amount of
Amount to Offering Price Aggregate Registration
Title of Securities to be Registered be Registered Per Share(1) Offering Price(1) Fee
- ---------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value $.01 per share . . 2,750,000 $43.50 $119,625,000 $41,250
- ---------------------------------------------------------------------------------------------------------------
</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 May 2, 1996.
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<PAGE> 2
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The document(s) containing the information specified in Part I of Form S-8
will be sent or given to participating employees as specified by Rule 428(b)(1)
of the Securities Act of 1933, as amended. These documents and the documents
incorporated by reference into this Registration Statement pursuant to Item 3
of Part II of this Registration Statement, taken together, constitute a
prospectus that meets the requirements of Section 10(a) of the Securities Act
of 1933, as amended (the "Securities Act").
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference.
The following documents previously filed by the Registrant with the
Securities and Exchange Commission are incorporated by reference in this
Registration Statement:
(a) The Registrant's Annual Report on Form 10-K for the fiscal
year ended December 31, 1995, filed on April 1, 1996;
(b) All reports filed by the Registrant pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), since December 31, 1995; and
(c) The description of Medaphis common stock, par value $.01 per
share ("Common Stock"), contained in the Registration Statement on Form
8-A/A dated March 28, 1995.
All documents filed by the Registrant subsequent to the date of this
Registration Statement pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Exchange Act and prior to the filing of a post-effective amendment which
indicates that all securities offered hereunder have been sold or which
deregisters all securities then remaining unsold shall be deemed to be
incorporated by reference in this Registration Statement and to be a part of
this Registration Statement from the date of filing of such documents.
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,
<PAGE> 3
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.
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 $20 million.
Item 8. Exhibits.
<TABLE>
<CAPTION>
Exhibit Description
- ------- -----------
<S> <C>
4.1 Amended and Restated Certificate of Incorporation of Registrant.
4.2 Certificate of Amendment of 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 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.
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.
</TABLE>
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<PAGE> 4
<TABLE>
<S> <C>
23.5 Consent of King & Spalding (contained in the opinion filed as Exhibit 5).
99.1 Third Amendment to Medaphis Corporation Non-Qualified Stock Option Plan for Employees of Acquired
Companies.
99.2 Fourth Amendment to Medaphis Corporation Non-Qualified Stock Option Plan for Employees of Acquired
Companies.
</TABLE>
Item 9. Undertakings
The undersigned Registrant hereby undertakes:
(a)(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement;
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
Registration Statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high and of the estimated maximum offering range
may be reflected in the form of prospectus filed with the Commission
pursuant to Rule 424(b) if, in the aggregate, the changes in volume and
price represent no more than 20 percent change in the maximum aggregate
offering price set forth in the "Calculation of Registration Fee" table in
the effective Registration Statement;
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the Registration Statement or
any material change to such information in the Registration Statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the Registrant pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in the Registration
Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination
of the offering.
(b) That, for purposes of determining any liability under the
Securities Act of 1933, each filing of the Registrant's annual report pursuant
to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where
applicable, each filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by
reference in this Registration Statement shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as
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<PAGE> 5
expressed in the Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such labilities (other than the payment by
the Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
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<PAGE> 6
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 6th day of
May, 1996.
MEDAPHIS CORPORATION
By: /s/ Randolph G. Brown
---------------------
Randolph G. Brown
Chairman, Chief Executive
Officer and President
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<PAGE> 7
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 May 6, 1996
- ------------------------------------- Officer, President
Randolph G. Brown and Director
/s/ Michael R. Cote Senior Vice May 6, 1996
- ------------------------------------- President -- Finance,
Michael R. Cote Chief Financial
Officer and Assistant
Secretary
/s/ James S. Douglass Corporate Controller May 6, 1996
- ------------------------------------- and Chief Accounting
James S. Douglass Officer
/s/ Robert C. Bellas, Jr. Director May 6, 1996
- -------------------------------------
Robert C. Bellas, Jr.
/s/ John A. Downer Director May 6, 1996
- -------------------------------------
John A. Downer
/s/ David R. Holbrooke, M.D. Director May 6, 1996
- -------------------------------------
David R. Holbrooke, M.D.
/s/ Dennis A. Pryor Director May 6, 1996
- -------------------------------------
Dennis A. Pryor
/s/ Richard H. Stowe Director May 6, 1996
- -------------------------------------
Richard H. Stowe
</TABLE>
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<PAGE> 8
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Description Page
- ------- ----------- ----
<S> <C> <C>
4.1 Amended and Restated Certificate of Incorporation of Registrant. 9
4.2 Certificate of Amendment of 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 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. 51
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. 54
23.1 Consent of Deloitte & Touche LLP. 57
23.2 Consent of Price Waterhouse LLP. 59
23.3 Consent of Coopers & Lybrand LLP. 61
23.4 Consent of Arthur Andersen LLP. 63
23.5 Consent of King & Spalding
(contained in the opinion filed as Exhibit 5). --
99.1 Third Amendment to Medaphis Corporation Non-Qualified Stock Option Plan
for Employees of Acquired Companies. 65
99.2 Fourth Amendment to Medaphis Corporation Non-Qualified Stock Option Plan
for Employees of Acquired Companies. 68
</TABLE>
<PAGE> 1
EXHIBIT 4.1
AMENDED AND RESTATED CERTIFICATE
OF INCORPORATION OF REGISTRANT
<PAGE> 2
State of Delaware PAGE 1
Office of the Secretary of State
I, EDWARD J. FREEL, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO
HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE RESTATED
CERTIFICATE OF "MEDAPHIS CORPORATION", FILED IN THIS OFFICE ON THE EIGHTH DAY
OF OCTOBER, A.D. 1991, AT 1:30 O'CLOCK P.M.
[SEAL] /s/ Edward J. Freel
-----------------------------------
Edward J. Freel, Secretary of State
2075933 8100 AUTHENTICATION: 7887808
960091512 DATE: 03-28-96
<PAGE> 3
STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 01:30 PM 10/08/1991
721281134 - 2075933
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
OF
MEDAPHIS CORPORATION
MEDAPHIS CORPORATION, a corporation organized and existing under the
laws of the State of Delaware (the "Corporation"), hereby certifies as follows:
1. The name under which the Corporation originally was
incorporated was MDSC Holding, Inc. The date of filing of the original
Certificate of Incorporation with the Secretary of the State of Delaware was
November 15, 1985.
2. The current Restated Certificate of Incorporation of the
Corporation is hereby amended and restated by deleting all of the Articles of
the current Restated Certificate of Incorporation in their entirety and by
substituting in lieu thereof the Articles which are contained in the Amended
and Restated Certificate of Incorporation hereinafter set forth.
3. The provisions of the current Restated Certificate of
Incorporation of the Corporation, as previously amended and restated, are hereby
amended, restated and integrated into the single instrument which is
hereinafter set forth, and which is entitled "Amended and Restated Certificate
of Incorporation of Medaphis Corporation," without any further amendments other
than the amendments herein certified and without any discrepancy between the
provisions of the Certificate of Incorporation, as previously amended and
restated, and the provisions of the single instrument hereinafter set forth.
4. The amendments and restatement of the Certificate of
Incorporation herein certified have been duly adopted in accordance with the
provisions of Sections 228, 242 and 245 of the General Corporation Law of the
State of Delaware. The undersigned officers of the Corporation hereby certify
and acknowledge that the facts herein stated are true.
5. The Certificate of Incorporation of the Corporation, as
amended and restated herein, shall, upon the effective date of this Amended and
Restated Certificate of Incorporation, read as follows:
<PAGE> 4
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
OF
MEDAPHIS CORPORATION
FIRST: The name of the Corporation is Medaphis Corporation.
SECOND: The address of the registered office of the Corporation in the
State of Delaware is Corporation Trust Center, 1209 Orange Street, in the City
of Wilmington, County of New Castle 19801. The name of the Corporation's
registered agent at such address is The Corporation Trust Company.
THIRD: The purpose for which the Corporation is formed is to engage in
any lawful act or activity for which corporations may be organized under the
General Corporation Law of the State of Delaware.
FOURTH: Number of Shares. The aggregate number of shares of all
classes of stock which the Corporation shall have authority to issue is
15,600,000 shares, consisting of 15,000,000 shares of Common Stock, $.01 par
value (herein called the "Common Stock"), and 600,000 shares of Non-Voting
Common Stock, $.01 par value (herein called the "Non-Voting Common Stock").
All cross-references in each subdivision of this Article Fourth refer to other
paragraphs in such subdivision unless otherwise indicated.
The following is a statement of the designations and the powers,
preferences and rights, and the qualifications, limitations or restrictions
thereof, of each class of stock of the Corporation:
I.
COMMON STOCK
1. Dividends. The holders of shares of Common Stock shall be
entitled to receive such dividends as from time to time may be declared by the
Board of Directors of the Corporation, subject to the rights of holders of Non-
Voting Common Stock provided for herein.
2. Liquidation. In the event of any liquidation, dissolution or
winding up of the Corporation, whether voluntary or involuntary, the holders of
Common Stock and the holders of Non-Voting Common Stock shall be entitled to
share ratably based
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<PAGE> 5
upon the number of shares held by them in all assets of the Corporation
available for distribution to its stockholders.
3. Voting Rights. All shares of Common Stock shall be identical
with each other in every respect. The shares of Common Stock shall entitle the
holders thereof to one vote for each share upon all matters upon which
stockholders have the right to vote.
II.
NON-VOTING COMMON STOCK
1. Dividends. The holders of shares of Non-Voting Common Stock
shall be entitled to receive such dividends as from time to time may be
declared by the Board of Directors of the Corporation. No dividend will be
declared or paid on Common Stock unless an equivalent per share dividend is
declared and paid on the Non-Voting Common Stock. In the event that the
holders of Common Stock receive a dividend payable in shares of Common Stock,
then holders of Non-Voting Common Stock shall receive an equivalent dividend,
payable in shares of Non-Voting Common Stock.
2. Liquidation. In the event of any liquidation, dissolution or
winding up of the Corporation, whether voluntary or involuntary, the holders of
Common Stock and the holders of Non-Voting Common Stock shall be entitled to
share ratably based upon the number of shares held by them in all assets of the
Corporation available for distribution to its stockholders.
3. Voting Rights. Holders of Non-Voting Common Stock shall have
no rights to vote except as provided by law.
4. Conversion.
4A. Right to Convert. Subject to the terms and conditions of this
paragraph 4, the holder of any share or shares of Non-Voting Common Stock shall
have the right, at its option and at any time, to convert any whole number of
such shares of Non-Voting Common Stock (except that upon any liquidation of the
Corporation the right of conversion shall terminate at the close of business on
the last full business day next preceding the date fixed for payment of the
amount distributable on Non-Voting Common Stock) into an equal number of
fully-paid and nonassessable whole shares of Common Stock. Such rights of
conversion shall be exercised by the holder thereof by giving written notice
that the holder elects to convert a stated number of whole shares of Non-Voting
Common Stock into Common Stock and by surrender of a certificate or
certificates for the shares so to be converted to the Corporation at its
principal office (or such other office of the Corporation as the Corporation
may designate by notice in writing to the holder or holders of Non-Voting
Common Stock) at
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<PAGE> 6
any time during its usual business hours, together with a statement of the name
or names (with address) in which the certificate or certificates for shares of
Common Stock shall be issued.
4B. Issuance of Certificates; Time Conversion Effected. Promptly
after the receipt of the written notice referred to in subparagraph 4A and
surrender of the certificate or certificates for the share or shares of
Non-Voting Common Stock to be converted, the Corporation shall issue and
deliver, or cause to be issued and delivered, to the holder, registered in such
name or names as such holder may direct, a certificate or certificates for the
number of whole shares of Common Stock issuable upon the conversion of such
share or shares of Non-Voting Common Stock. To the extent permitted by law,
such conversion shall be deemed to have been effected immediately prior to the
close of business on the day the certificate or certificates for such share or
shares shall have been surrendered as aforesaid, and at such time the rights of
the holder of such share or shares of Non-Voting Common Stock shall cease, and
the person or persons in whose name or names any certificate or certificates
for shares of Common Stock shall be issuable upon such conversion shall be
deemed to have become the holder or holders of record of the share or shares
represented thereby.
4C. Fractional Shares; Dividends; Partial Conversion. No
fractional shares shall be issued upon conversion of Non-Voting Common Stock
into Common Stock and no payment or adjustment shall be made upon any
conversion on account of any cash dividends on the Common Stock issued upon
such conversion. At the time of each conversion, the Corporation shall pay in
cash an amount equal to all dividends accrued and unpaid (if any) on the shares
of Non-Voting Common Stock surrendered for conversion to the date upon which
such conversion is deemed to take place as provided in subparagraph 4B. In case
the number of shares of Non-Voting Common Stock represented by the certificate
or certificates surrendered pursuant to subparagraph 4A exceeds the number of
shares converted, the Corporation shall, upon such conversion, execute and
deliver to the holder thereof, at the expense of the Corporation, a new
certificate or certificates for the number of shares of Non-Voting Common Stock
represented by the certificate or certificates surrendered which are not to be
converted.
5. Subdivision or Combination of Stock. In case the Corporation
shall at any time subdivide its outstanding shares of Common Stock into a
greater number of shares, then the Non-Voting Common Stock shall be similarly
subdivided, and conversely, in case the outstanding shares of Common Stock
shall be combined into a small number of shares, then the number of shares of
Non-Voting Common Stock immediately prior to such combination shall be
proportionately reduced.
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<PAGE> 7
FIFTH: Each share of Series A Convertible Preferred Stock, par value
$1.00 per share (the "Series A Preferred Stock"), of the Corporation issued and
outstanding as of the effective date of this Amended and Restated Certificate
of Incorporation shall, upon the effectiveness of this Amended and Restated
Certificate of Incorporation and without any action on the part of the holder
thereof, be automatically converted into one share of Common Stock. Each share
of Series B Convertible Non-Voting Preferred Stock, par value $1.00 per share
(the "Series B Preferred Stock"), of the Corporation issued and outstanding as
of the effective date of this Amended and Restated Certificate of Incorporation
shall, upon effectiveness of this Amended and Restated Certificate of
Incorporation and without any action on the part of the holder thereof, be
automatically converted into one share of Common Stock. Each share of Class A
Common Stock, par value $.01 per share (the "Class A Common Stock"), of the
Corporation issued and outstanding as of the effective date of this Amended and
Restated Certificate of Incorporation shall, upon the effectiveness of this
Amended and Restated Certificate of Incorporation and without any action on the
part of the holder thereof, be automatically converted into one share of Common
Stock. Each share of Class B Common Stock, par value $.01 per share (the "Class
B Common Stock"), of the Corporation issued and outstanding as of the effective
date of this Amended and Restated Certificate of Incorporation shall, upon
effectiveness of this Amended and Restated Certificate of Incorporation and
without any action on the part of the holder thereof, be automatically
converted into one share of Non-Voting Common Stock. Each share of Class C
Common Stock, par value $.01 per share (the "Class C Common Stock"), of the
Corporation issued and outstanding as of the effective date of this Amended and
Restated Certificate of Incorporation shall, upon the effectiveness of this
Amended and Restated Certificate of Incorporation and without any action on
the part of the holder thereof, be automatically converted into one share of
Non-Voting Common Stock. Holders of Series A Preferred Stock, Series B
Preferred Stock, Class A Common Stock, Class B Common Stock and Class C Common
Stock shall be entitled to exchange their certificates for new certificates
evidencing Common Stock and Non-Voting Common Stock, as the case may be,
following effectiveness of this Amended and Restated Certificate of
Incorporation.
SIXTH: In furtherance and not in limitation of the powers conferred
by the laws of the State of Delaware, the Board of Directors of the Corporation
is expressly authorized and empowered to make, alter or repeal the Bylaws of
the Corporation, subject to the power of the stockholders of the Corporation to
alter or repeal any Bylaw made by the Board of Directors.
SEVENTH: The Corporation reserves the right at any time and from time
to time to amend, alter, change or repeal any provisions contained in this
Amended and Restated Certificate of
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<PAGE> 8
Incorporation in accordance with the provisions hereof and the laws of the
State of Delaware; to add or insert other provisions authorized by the laws of
the State of Delaware at the time in force in the manner now or hereafter
prescribed by law; and to amend, alter, change or repeal all rights,
preferences and privileges of whatsoever nature conferred upon stockholders,
directors or any other person whomsoever by and pursuant to this Amended and
Restated Certificate of Incorporation in its present form or as hereafter
amended or granted subject to the right reserved in this Article.
EIGHTH: No director of the Corporation shall be personally liable to
the Corporation or its stockholders for monetary damages for breach of
fiduciary duty as a director, except that the foregoing 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 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 for which the director derived an improper
personal benefit.
IN WITNESS WHEREOF, Medaphis Corporation has caused its corporate seal
to be affixed to this Certificate, and has caused this Certificate to be signed
by Randolph G. Brown, its Chairman, President and Chief Executive Officer and
Pamela S. Topper, its Vice President, General Counsel and Secretary, this 1st
day of October, 1991.
MEDAPHIS CORPORATION
By: /s/ Randolph G. Brown
---------------------
Randolph G. Brown
Chairman, President and
Chief Executive Officer
[CORPORATE SEAL]
By: /s/ Pamela S. Topper
--------------------
Pamela S. Topper
Vice President, General
Counsel and Secretary
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<PAGE> 9
STATE OF GEORGIA )
COUNTY OF FULTON )
Before me, the undersigned authority, on this date personally appeared
Randolph G. Brown and Pamela S. Topper, known to me to be the persons whose
names are subscribed to the foregoing certificate, and acknowledged to me that
they executed the same for the purposes therein expressed.
Given under my hand and seal this 1st day of October, 1991.
/s/ Sharon I. Garner
--------------------
Notary Public in and for the
State of Georgia
[NOTARIAL SEAL]
My Commission Expires:
Notary Public, Fulton County, Georgia
My Commission Expires October 25, 1992
--------------------------------------
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<PAGE> 10
State of Delaware PAGE 1
Office of the Secretary of State
-----------------------------
I, EDWARD J. FREEL, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO
HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF
AMENDMENT OF "MEDAPHIS CORPORATION", FILED IN THIS OFFICE ON THE ELEVENTH DAY
OF MAY, A.D. 1993, AT 10 O'CLOCK A.M.
/s/ Edward J. Freel
------------------------------------
Edward J. Freel, Secretary of State
2075933 8100 AUTHENTICATION: 7887809
960091512 DATE: 03-28-96
<PAGE> 11
STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 10:00 AM O5/11/1993
723131074 - 2075933
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
MEDAPHIS CORPORATION
Medaphis Corporation, a corporation organized and existing under and
by virtue of the General Corporation Law of the State of Delaware (the
"Corporation"), DOES HEREBY CERTIFY:
1. That pursuant to a unanimous written consent of the Board of
Directors of the Corporation, resolutions were duly adopted setting forth a
proposed amendment of the Certificate of Incorporation of the Corporation,
declaring said amendment to be advisable and referring said amendment to the
stockholders of the Corporation for consideration thereof and approval by the
stockholders at the Corporation's 1993 Annual Stockholders Meeting (the "1993
Annual Meeting"). The resolution setting forth the proposed amendment (the
"Amendment") is as follows:
RESOLVED, that Article Fourth of the Company's Amended
and Restated Certificate of Incorporation is hereby amended
by deleting in its entirety the first sentence of such
Article and replacing it with the following:
"The aggregate number of shares of all classes of stock
which the Corporation shall have authority to issue is
30,600,000, consisting of 30,000,000 shares of Common
Stock, $.O1 par value (herein called "Common Stock"),
and 600,000 shares of Non-Voting Common Stock, $.O1 par
value (herein called "Non-Voting Stock").
2. That thereafter, pursuant to a resolution of the Board of
Directors calling for the Amendment to be submitted to a vote of the
stockholders at the 1993 Annual Meeting, the Amendment was adopted and approved
by the stockholders at the 1993 Annual Meeting, at which meeting the necessary
number of shares were
<PAGE> 12
voted in favor of the Amendment in accordance with Section 242 of the General
Corporation Law of the State of Delaware.
3. That the Amendment was duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of the State of
Delaware.
4. The undersigned officers of the Corporation hereby acknowledge
that the foregoing is the act and deed of the Corporation and that the facts
stated herein are true.
IN WITNESS WHEREOF, Medaphis Corporation has caused its corporate seal
to be affixed to this Certificate, and has caused this Certificate to be signed
by the officers identified below, this 29th day of April, 1993.
By: /s/ Randolph G. Brown
----------------------------
Name: Randolph G. Brown
Title: Chairman, President
and Chief Executive
Officer
Attest:
By: /s/ Michael R. Cote
---------------------------------
Name: Michael R. Cote
Title: Senior Vice President -
Finance and Administration,
Chief Financial Officer and
Assistant Secretary
[CORPORATE SEAL]
-2-
<PAGE> 13
STATE OF GEORGIA )
COUNTY OF COBB )
Before me, the undersigned authority, on this date personally appeared
Randolph G. Brown and Michael R. Cote, known to me to be the persons whose
names are subscribed to the foregoing certificate, and acknowledged to me that
they executed the same for the purposes therein expressed.
Given under my hand and seal this 29th day of April, 1993.
/s/ Cynthia K. Gilmore
----------------------------
Notary Public in and for the
State of Georgia
[NOTARIAL SEAL]
My Commission Expires:
Notary Public, Cobb County, Georgia
My Commission Expires Sept. 19, 1996
-3-
<PAGE> 14
State of Delaware PAGE 1
Office of the Secretary of State
-------------------------------
I, EDWARD J. FREEL, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO
HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF
OWNERSHIP, WHICH MERGES:
"MDSC, INC.", A GEORGIA CORPORATION,
WITH AND INTO "MEDAPHIS CORPORATION" UNDER THE NAME OF "MEDAPHIS
CORPORATION", A CORPORATION ORGANIZED AND EXISTING UNDER THE LAWS OF THE STATE
OF DELAWARE, AS RECEIVED AND FILED IN THIS OFFICE THE TWENTY-SEVENTH DAY OF
DECEMBER, A.D. 1993, AT 10 O'CLOCK A.M.
/s/ Edward J. Freel
-------------------------------------
Edward J. Freel, Secretary of State
2075933 8100M AUTHENTICATION: 7887810
960091512 DATE: 03-28 96
<PAGE> 15
STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 10:00 AM 12/27/1993
723361088 - 2075933
CERTIFICATE OF OWNERSHIP AND MERGER OF
MEDAPHIS CORPORATION
AND
MDSC, INC.
1. Medaphis Corporation, a Delaware corporation ("Medaphis"),
owns one hundred percent (100%) of the outstanding stock of
MDSC, Inc., a Georgia corporation ("MDSC").
2. The Board of Directors of Medaphis duly adopted the following
resolution on December 21, 1993:
RESOLVED, that Medaphis merge MDSC, Inc., a wholly owned
subsidiary corporation of Medaphis, into Medaphis and assume
all obligations of MDSC pursuant to Section 14-2-1104 of the
Georgia Business Corporation Code and Section 253 of the
Delaware General Corporation Law.
3. A true and correct copy of the Agreement and Plan of Merger is
attached as Exhibit A and incorporated herein by reference.
MEDAPHIS CORPORATION
By: /s/ Randolph G. Brown
-----------------------
[CORPORATE SEAL] Title: Director
--------------------
ATTEST: President
By: /s/ Pamela Topper
------------------------
Title: Secretary
---------------------
MDSC, INC.
By: /s/ Randolph G. Brown
[CORPORATE SEAL] -------------------------
Title: Director
ATTEST: ----------------------
President
By: /s/ Pamela Topper
-------------------------
Title: Secretary
-----------------------
<PAGE> 16
AGREEMENT AND PLAN OF MERGER OF MDSC, INC.
WITH AND INTO
MEDAPHIS CORPORATION
This Agreement and Plan of Merger (the "Agreement") is made and
entered into this 22nd day of December, 1993 by and between MDSC, Inc., a
Georgia corporation ("MDSC"), and Medaphis Corporation, a Delaware corporation
("Medaphis") and the sole shareholder of MDSC (MDSC and Medaphis being
hereinafter sometimes collectively referred to as the "Constituent
Corporations").
Section 1
Merger
1.1 On the Effective Date, MDSC shall be merged with and into
Medaphis, and Medaphis (the "Surviving Corporation") shall continue in
existence and the merger shall in all respects have the effect provided for in
Section 14-2-1106 of the Georgia Business Corporation Code and Sections 259,
260 and 261 of the Delaware Corporation Law.
1.2 Without limiting the foregoing, on and after the Effective
Date, the separate existence of MDSC shall cease, and, in accordance with the
terms of this Agreement, the title to all real estate and other property owned
by each of the Constituent Corporations shall be vested in the Surviving
Corporation without reversion or impairment; the Surviving Corporation shall
have all liabilities of each of the Constituent Corporations; and any
proceeding pending against any Constituent Corporation may be continued as if
the merger did not occur or the Surviving Corporation may be substituted in its
place.
Section 2
Terms of the Transaction
2.1 Upon the Effective Date, each share of MDSC Common Stock
issued and outstanding immediately prior to the Effective Date or held in the
treasury of MDSC shall, by virtue of the merger and without any action on the
part of the holder thereof, thereupon be canceled and retired and cease to
exist.
2.2 After the Effective Date, each holder of an outstanding
certificate or certificates which immediately prior thereto represented shares
of MDSC Common Stock will, upon surrender of such certificate or certificates,
be entitled to be paid in cash the sum of $1.00 per share.
1
<PAGE> 17
Section 3
Directors and Officers
The persons who are directors and officers of Medaphis immediately
prior to the Effective Date shall continue as the directors and officers of the
Surviving Corporation and shall continue to hold office as provided in the
bylaws of the Surviving Corporation.
Section 4
Articles of Incorporation and Bylaws
4.1 From and after the Effective Date, the Certificate of
Incorporation of Medaphis, as in effect at such date, shall be the Certificate
of Incorporation of the Surviving Corporation and shall continue in effect
until the same shall be altered, amended or repealed as therein provided or as
provided by law.
4.2 From and after the Effective Date, the bylaws of Medaphis, in
effect at such date, shall be the bylaws of the Surviving Corporation and shall
continue in effect until the same shall be altered, amended or repealed as
therein provided or as provided by law.
Section 5
Board Approval, Effectiveness of Merger
This Agreement has been approved by the Board of Directors of Medaphis
as provided by the Georgia Business Corporation Code and the Delaware General
Corporation Law. The merger shall become effective on December 31, 1993 (said
date is herein referred to as the "Effective Date").
Section 6
Miscellaneous
6.1 This Agreement may be executed in counterparts, each of which
when so executed shall be deemed to be an original and all of which together
shall constitute one and the same agreement.
6.2 This Agreement and the legal relations between the parties
hereto shall be governed by and construed in accordance with the laws of the
State of Delaware with respect to the filing of this Agreement with the
Delaware Secretary of State and with the laws of the State of Georgia with
respect to the filing of this Agreement with the Georgia Secretary of State.
2
<PAGE> 18
IN WITNESS WHEREOF, the Constituent Corporations have each caused this
Agreement to be executed, their respective corporate seals to be affixed and
the foregoing attested, all by their respective duly authorized officers, as of
the date hereinabove first written.
MEDAPHIS CORPORATION
By: /s/ Randolph G. Brown
[CORPORATE SEAL] ------------------------------
Title: Director
ATTEST ---------------------------
By: /s/ Pamela Topper
-----------------------------
Title: Secretary
--------------------------
MDSC, INC.
By: /s/ Randolph G. Brown
------------------------------
Title: Director
---------------------------
[CORPORATE SEAL]
ATTEST:
By: /s/ Pamela Topper
-----------------------------
Title: Secretary
--------------------------
3
<PAGE> 19
ARTICLES OF MERGER OF
MEDAPHIS CORPORATION
AND
MDSC, INC.
1. Medaphis Corporation, a Delaware corporation ("Medaphis"), owns one
hundred percent (100%) of the outstanding stock of MDSC, Inc., a
Georgia corporation ("MDSC").
2. The Agreement and Plan of Merger attached hereto as Exhibit A and
incorporated by reference herein was duly approved by the Board of
Directors of Medaphis.
3. The Agreement and Plan of Merger did not require approval by the
shareholders of Medaphis or MDSC.
4. The effective date of the merger of MDSC into Medaphis is December 31,
1993.
5. The name of the surviving corporation is Medaphis Corporation.
MEDAPHIS CORPORATION
By: /s/ Randolph G. Brown
-----------------------
[CORPORATE SEAL] Title: Director
--------------------
ATTEST:
By: /s/ Pamela Topper
--------------------------
Title: Secretary
-----------------------
MDSC, INC.
By: /s/ Randolph G. Brown
---------------------
[CORPORATE SEAL] Title: Director
------------------
ATTEST:
By: /s/ Pamela Topper
--------------------------
Title: Secretary
----------------------
<PAGE> 20
STATE OF GEORGIA
COUNTY OF COBB
Before me, a notary public, on this day personally appeared Randolph
G. Brown, known to me to be the person whose name is subscribed to the
foregoing documents and, being by me first duly sworn, declared that the
statements therein contained are true and correct.
Given under my hand and seal of office this 21st day of December,
1993.
(Notarial Seal) /s/ Cynthia K. Gilmore
------------------------------------
Notary Public, Cobb County, Georgia
My Commission Expires Sept. 19, 1996
STATE OF GEORGIA
COUNTY OF COBB
Before me, a notary public, on this day personally appeared Randolph
G. Brown, known to me to be the person whose name is subscribed to the
foregoing documents and, being by me first duly sworn, declared that the
statements therein contained are true and correct.
Given under my hand and seal of office this 21st day of December,
1993.
(Notarial Seal) /s/ Cynthia K. Gilmore
------------------------------------
Notary Public, Cobb County, Georgia
My Commission Expires Sept. 19, 1996
<PAGE> 21
PAGE 1
State of Delaware
Office of the Secretary of State
--------------------------------
I, EDWARD J. FREEL, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO
HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF
OWNERSHIP, WHICH MERGES:
"SYNERGY HEALTH SYSTEMS, INC.", A TEXAS CORPORATION,
WITH AND INTO "MEDAPHIS CORPORATION" UNDER THE NAME OF "MEDAPHIS
CORPORATION", A CORPORATION ORGANIZED AND EXISTING UNDER THE LAWS OF THE STATE
OF DELAWARE, AS RECEIVED AND FILED IN THIS OFFICE THE TWENTY-SEVENTH DAY OF
DECEMBER, A.D. 1993, AT 10:01 O'CLOCK A.M.
/s/ Edward J. Freel
-----------------------------------
Edward J. Freel, Secretary of State
2075933 8100M AUTHENTICATION: 7887811
960091512 DATE: 03-28-96
<PAGE> 22
STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 10:01 AM 12/27/1993
72336lO89 - 2075933
CERTIFICATE OF OWNERSHIP AND MERGER OF
MEDAPHIS CORPORATION
AND
SYNERGY HEALTH SYSTEMS, INC.
1. Medaphis Corporation, a Delaware corporation ("Madaphis"), owns one
hundred percent (100%) of the outstanding stock of Synergy Health
Systems, Inc., a Texas corporation ("Synergy").
2. The Board of Directors of Medaphis duly adopted the following
resolution on December 21, 1993:
RESOLVED, that Medaphis merge Synergy, a wholly owned subsidiary
corporation of Medaphis, into Medaphis and assume all obligations of
Synergy pursuant to Article 5.16 of the Texas Business Corporation Act
and Section 253 of the Delaware General Corporation Law;
3. A true and correct copy of the Agreement and Plan of Merger is
attached hereto as Exhibit A and incorporated herein by reference.
4. The effective date of the merger shall be December 31, 1993.
MEDAPHIS CORPORATION
By: /s/ Randolph G. Brown
----------------------
[CORPORATE SEAL] Title: Director
-------------------
President
ATTEST:
By: /s/ Pamela Topper
-----------------------
Title: Secretary
--------------------
SYNERGY HEALTH SYSTEMS, INC.
By: /s/ Randolph G. Brown
------------------------
[CORPORATE SEAL] Title: Director
---------------------
President
ATTEST:
By: /s/ Pamela Topper
-----------------------
Title: Secretary
---------------------
<PAGE> 23
AGREEMENT AND PLAN OF MERGER OF SYNERGY HEALTH SYSTEMS, INC.
WITH AND INTO
MEDAPHIS CORPORATION
This Agreement and Plan of Merger (the "Agreement") is made and
entered into this 22nd day of December, 1993 by and between Synergy Health
Systems, Inc., a Texas corporation ("Synergy"), and Medaphis Corporation, a
Delaware corporation ("Medaphis") and the sole shareholder of Synergy (Synergy
and Medaphis being hereinafter sometimes collectively referred to as the
"Constituent Corporations").
Section 1
Merger
1.1 On the Effective Date, Synergy shall be merged with and into
Medaphis, and Medaphis (the "Surviving Corporation") shall continue in
existence and the merger shall in all respects have the effect provided for in
Section 5.06 of the Texas Business Corporation Act and Sections 259, 260 and
261 of the Delaware General Corporation Law.
1.2 Without limiting the foregoing, on and after the Effective
Date, the separate existence of Synergy shall cease, and, in accordance with
the terms of this Agreement, the title to all real estate and other property
owned by each of the Constituent Corporations shall be vested in the Surviving
Corporation without reversion or impairment; the Surviving Corporation shall
have all liabilities of each of the Constituent Corporations; and any
proceeding pending against any Constituent Corporation may be continued as if
the merger did not occur or the Surviving Corporation may be substituted in its
place.
Section 2
Terms of the Transaction
2.1 Upon the Effective Date, each share of Synergy Common Stock
issued and outstanding immediately prior to the Effective Date or held in the
treasury of Synergy shall, by virtue of the merger and without any action on
the part of the holder thereof, thereupon be canceled and retired and cease to
exist.
2.2 After the Effective Date, each holder of an outstanding
certificate or certificates which immediately prior thereto represented shares
of Synergy Common Stock will, upon surrender of such certificate or
certificates, be entitled to be paid in cash the sum of $1.00 per share.
<PAGE> 24
Section 3
Directors and Officers
The persons who are directors and officers of Medaphis immediately
prior to the Effective Date shall continue as the directors and officers of the
Surviving Corporation and shall continue to hold office as provided in the
bylaws of the Surviving Corporation.
Section 4
Articles of Incorporation and Bylaws
4.1 From and after the Effective Date, the Certificate of
Incorporation of Medaphis, as in effect at such date, shall be the Certificate
of Incorporation of the Surviving Corporation and shall continue in effect
until the same shall be altered, amended or repealed as therein provided or as
provided by law.
4.2 From and after the Effective Date, the bylaws of Medaphis, in
effect at such date, shall be the bylaws of the Surviving Corporation and shall
continue in effect until the same shall be altered, amended or repealed as
therein provided or as provided by law.
Section 5
Board Approval, Effectiveness of Merger
This Agreement has been approved by the Board of Directors of Medaphis
as provided by the Texas Business Corporation Act and the Delaware General
Corporation Law. The merger shall become effective on December 31, 1993 (said
date is herein referred to as the "Effective Date").
Section 6
Miscellaneous
6.1 This Agreement may be executed in counterparts, each of which
when so executed shall be deemed to be an original and all of which together
shall constitute one and the same agreement.
6.2 This Agreement and the legal relations between the parties
hereto shall be governed by and construed in accordance with the laws of the
State of Delaware with respect to the filing of this Agreement with the
Delaware Secretary of State and in accordance with the laws of the State of
Texas with respect to the filing of this Agreement with the Texas Secretary of
State.
<PAGE> 25
IN WITNESS WHEREOF, the Constituent Corporations have each caused this
Agreement to be executed, their respective corporate seals to be affixed and
the foregoing attested, all by their respective duly authorized officers, as of
the date hereinabove first written.
Medaphis Corporation
By: /s/ Randolph G. Brown
----------------------------
[CORPOPATE SEAL] Title: Director
-------------------------
ATTEST:
By: /s/ Pamela Topper
------------------------
Title: Secretary
---------------------
Synergy Health Systems, Inc.
By: /s/ Randolph G. Brown
----------------------------
[CORPORATE SEAL] Title: Director
ATTEST
By: /s/ Pamela Topper
-------------------------
Title: Secretary
---------------------
<PAGE> 26
ARTICLES OF MERGER OF
MEDAPHIS CORPORATION
AND
SYNERGY HEALTH SYSTEMS, INC.
1. Medaphis Corporation, a Delaware corporation, owns 100% of the
outstanding shares of stock of Synergy Health Systems, Inc., a Texas
corporation.
2. Synergy Health Systems, Inc. has 1,000 shares of Common Stock
outstanding. Medaphis Corporation owns 1,000 shares of Common Stock
of Synergy Health Systems, Inc.
3. The Board of Directors of Medaphis Corporation duly adopted the
following resolution on December 21, 1993;
RESOLVED, that Medaphis merge Synergy, a wholly owned subsidiary
corporation of Medaphis, into Medaphis and assume all obligations of
Synergy pursuant to Article 5.16 of the Texas Business Corporation Act
and Section 253 of the Delaware General Corporation Law.
4. The registered office of Medaphis Corporation, the surviving
corporation, in Delaware is located at Corporation Trust Center, 1209
Orange Street, Wilmington, Delaware 19801.
MEDAPHIS CORPORATION
By: /s/ Randolph G. Brown
----------------------------
[CORPORATE SEAL] Title: Director
ATTEST:
By: /s/ Pamela Topper
----------------------------
Title: Secretary
------------------------- SYNERGY HEALTH SYSTEMS, INC.
By: /s/ Randolph G. Brown
----------------------------
[CORPORATE SEAL] Title: Director
-------------------------
ATTEST:
By: /s/ Pamela Topper
----------------------------
Title: Secretary
-------------------------
<PAGE> 27
STATE OF GEORGIA
COUNTY OF COBB
Before me, a notary public, on this day personally appeared Randolph G.
Brown, known to me to be the person whose name is subscribed to the foregoing
documents and, being by me first duly sworn, declared that the statements
therein contained are true and correct.
Given under my hand and seal of office this 21st day of December, A.D.
1993.
(Notarial Seal) /s/ Cynthia K. Gilmore
--------------------------------------
Notary Public, Cobb County, Georgia
My Commission Expires Sept. 19, 1996
STATE OF GEORGIA
COUNTY OF COBB
Before me, a notary public, on this day personally appeared Randolph
G. Brown, known to me to be the person whose name is subscribed to the
foregoing documents and, being by me first duly sworn, declared that the
statements therein contained are true and correct.
Given under my hand and seal of office this 21st day of December, A.D.
1993.
(Notarial Seal) /s/ Cynthia K. Gilmore
------------------------------------
Notary Public, Cobb County, Georgia
My Commission Expires Sept. 19, 1996
<PAGE> 28
STATE OF GEORGIA
COUNTY OF COBB
Before me, a notary public, on this day personally appeared Randolph
G. Brown, known to me to be the person whose name is subscribed to the foregoing
documents and, being by me first duly sworn, declared that the statements
therein contained are true and correct.
Given under my hand and seal of office this 21st day of December,
1993.
(Notarial Seal) /s/ Cynthia K. Gilmore
-------------------------------------
Notary Public, Cobb County, Georgia
My Commission Expires Sept. 19, 1996
STATE OF GEORGIA
COUNTY OF COBB
Before me, a notary public, on this day personally appeared Randolph
G. Brown, known to me to be the person whose name is subscribed to the
foregoing documents and, being by me first duly sworn, declared that the
statements therein contained are true and correct.
Given under my hand and seal of office this 21st day of December,
1993.
(Notarial Seal) /s/ Cynthia K. Gilmore
------------------------------------
Notary Public, Cobb County, Georgia
My Commission Expires Sept. 19, 1996
<PAGE> 29
State of Delaware PAGE 1
Office of the Secretary of State
---------------------------------
I, EDWARD J. FREEL, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO
HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF
OWNERSHIP, WHICH MERGES:
"SYSTEMEDICS, INC.", A NEW JERSEY CORPORATION,
WITH AND INTO "MEDAPHIS CORPORATION" UNDER THE NAME OF "MEDAPHIS
CORPORATION", A CORPORATION ORGANIZED AND EXISTING UNDER THE LAWS OF THE STATE
OF DELAWARE, AS RECEIVED AND FILED IN THIS OFFICE THE TWENTY-SEVENTH DAY OF
DECEMBER, A.D. 1993, AT 10:02 O'CLOCK A.M.
/s/ Edward J. Freel
-----------------------------------
Edward J. Freel, Secretary of State
2075933 8100M AUTHENTICATION: 7887812
960091512 DATE: 03-28-96
<PAGE> 30
STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 10:02 AM 12/27/1993
723361090 - 2075933
CERTIFICATE OF OWNERSHIP AND MERGER OF
MEDAPHIS CORPORATION
AND
SYSTEMEDICS, INC.
I. Medaphis Corporation, a Delaware corporation ("Medaphis"), owns one
hundred percent (100%) of the outstanding stock of Systemedics, Inc.,
a New Jersey corporation ("Systemedics").
II. The Board of Directors of Medaphis duly adopted, by unanimous
written consent of its members, the following resolution on December
21, 1993:
RESOLVED, that Medaphis merge Systemedics, a wholly owned
subsidiary corporation of Medaphis, into Medaphis and assume all
obligations of Systemedics pursuant to Section 14A:10-5.1 of the New
Jersey Corporation Act and Section 253 of the Delaware General
Corporation Law.
III. The Agreement of Merger is attached hereto as Exhibit A and
incorporated by reference herein.
IV. The effective date of the merger is December 31, 1993.
MEDAPHIS CORPORATION
By: /s/ Randolph G. Brown
---------------------
[CORPORATE SEAL] Title: Director
------------------
President
ATTEST:
By: /s/ Pamela Topper
-------------------
Title: Secretary
----------------
SYSTEMEDICS, INC.
By: /s/ Randolph G. Brown
---------------------
[CORPORATE SEAL] Title: Director
------------------
ATTEST:
By: /s/ Pamela Topper
-------------------
Title: Secretary
----------------
<PAGE> 31
AGREEMENT AND PLAN OF MERGER OF SYSTEMEDICS, INC.
WITH AND INTO
MEDAPHIS CORPORATION
This Agreement and Plan of Merger (the "Agreement") is made and
entered into this 22nd day of December, 1993 by and between Systemedics, Inc.,
a New Jersey corporation ("Systemedics"), and Medaphis Corporation, a Delaware
corporation ("Medaphis") and the sole shareholder of Systemedics (Systemedics
and Medaphis being hereinafter sometimes collectively referred to as the
"Constituent Corporations").
Section 1
Merger
- ------
1.1 On the Effective Date, Systemedics shall be merged with
and into Medaphis, and Medaphis (the "Surviving Corporation") shall continue in
existence and the merger shall in all respects have the effect provided for in
Section 14A:10-6 of the New Jersey Corporation Act and Sections 259, 260 and
261 of the Delaware General Corporation Law.
1.2 Without limiting the foregoing, on and after the
Effective Date, the separate existence of Systemedics shall cease, and, in
accordance with the terms of this Agreement, the title to all real estate and
other property owned by each of the Constituent Corporations shall be vested in
the Surviving Corporation without reversion or impairment; the Surviving
Corporation shall have all liabilities of each of the Constituent Corporations;
and any proceeding pending against any Constituent Corporation may be continued
as if the merger did not occur or the Surviving Corporation may be substituted
in its place.
Section 2
Terms of the Transaction
- ------------------------
2.1 Upon the Effective Date, each share of Systemedics Common
Stock and Class A Preferred Stock issued and outstanding immediately prior to
the Effective Date or held in the treasury of Systemedics shall, by virtue of
the merger and without any action on the part of the holder thereof, thereupon
be canceled and retired and cease to exist.
2.2 After the Effective Date, each holder of an outstanding
certificate or certificates which immediately prior thereto represented shares
of Systemedics Common Stock or Class A Preferred Stock will, upon surrender of
such certificate or certificates, be entitled to be paid in cash the sum of
$1.00 per share.
1
<PAGE> 32
Section 3
Directors and Officers
The persons who are directors and officers of Medaphis immediately
prior to the Effective Date shall continue as the directors and officers of the
Surviving Corporation and shall continue to hold office as provided in the
bylaws of the Surviving Corporation.
Section 4
Articles of Incorporation and Bylaws
4.1 From and after the Effective Date, the Articles of
Incorporation of Medaphis, as in effect at such date, shall be the Articles of
Incorporation of the Surviving Corporation and shall continue in effect until
the same shall be altered, amended or repealed as therein provided or as
provided by law.
4.2 From and after the Effective Date, the bylaws of
Medaphis, in effect at such date, shall be the bylaws of the Surviving
Corporation and shall continue in effect until the same shall be altered,
amended or repealed as therein provided or as provided by law.
Section 5
Board Approval, Effectiveness of Merger
This Agreement has been approved by the Board of Directors of
Medaphis as provided by the New Jersey Corporation Act and the Delaware General
Corporation Law. The merger shall become effective on December 31, 1993 (said
date is herein referred to as the "Effective Date").
Section 6
Miscellaneous
6.1 This Agreement may be executed in counterparts, each of
which when so executed shall be deemed to be an original and all of which
together shall constitute one and the same agreement.
6.2 This Agreement and the legal relations between the
parties hereto shall be governed by and construed in accordance with the laws
of the State of Delaware with respect to the filing of this Agreement with the
Delaware Secretary of State and with the laws of the State of New Jersey with
respect to the filing of this Agreement with the New Jersey Secretary of State.
2
<PAGE> 33
IN WITNESS WHEREOF, the Constituent Corporations have each caused
this Agreement to be executed, their respective corporate seals to be affixed
and the foregoing attested, all by their respective duly authorized officers,
as of the date hereinabove first written.
Medaphis Corporation
By: /s/ Randolph G. Brown
------------------------
[CORPORATE SEAL] Title: Director
---------------------
ATTEST
By: /s/ Pamela Topper
-------------------
Title: Secretary
----------------
Systemedics, Inc.
By: /s/ Randolph G. Brown
------------------------
[CORPORATE SEAL] Title: Director
---------------------
ATTEST
By: /s/ Pamela Topper
-------------------
Title: Secretary
----------------
3
<PAGE> 34
CERTIFICATE OF MERGER OF
MEDAPHIS CORPORATION
AND
SYSTEMEDICS, INC.
1. The name of the surviving corporation is Medaphis Corporation, a
Delaware corporation ("Medaphis"). The name of the merged corporation
is Systemedics, Inc., a New Jersey corporation ("Systemedics").
2. The Agreement and Plan of Merger attached hereto as Exhibit A and
incorporated by reference herein was duly approved by the Board of
Directors of Medaphis on December 21, 1993.
3. Systemedics has 115.3 shares of Common Stock and 100 shares of Class
A Preferred Stock outstanding. Medaphis owns 115.3 shares of Common
Stock and 100 shares of Class A Preferred Stock of Systemedics.
4. Pursuant to subsection 14A:10-5.1(4) of the New Jersey Corporation
Act, the merger of Systemedics into Medaphis is to become effective
on December 31, 1993.
5. Applicable provisions of the laws of Delaware were, or upon
compliance with filing and recording requirements, will be complied
with in full.
6. Medaphis hereby agrees that it may be served with process in the
State of New Jersey in any proceeding for the enforcement of any
obligation of Systemedics and in any proceeding for the enforcement
of the rights of a dissenting shareholder of Systemedics against
Medaphis.
7. Medaphis hereby irrevocably appoints the Secretary of State of New
Jersey as its agent to accept service of process in any proceeding
described in Section 6 above. The address of Medaphis to which the
Secretary of State of New Jersey shall mail a copy of the process in
any such proceeding is: 2700 Cumberland Parkway, Suite 300, Atlanta,
Georgia 30339.
8. Medaphis hereby agrees that it will promptly pay to the dissenting
shareholders of Systemedics the amount, if any, to which they shall
be entitled under the provisions of Section 14A:10-7.1(c) of the New
Jersey Corporation Act with respect to the rights of dissenting
shareholders.
<PAGE> 35
MEDAPHIS CORPORATION
By: /s/ Randolph G. Brown
-------------------------
[CORPORATE SEAL] Title: Director
----------------------
ATTEST:
By: /s/ Pamela Topper
-----------------
Title: Secretary
--------------
<PAGE> 36
STATE OF GEORGIA
COUNTY OF COBB
Before me, a notary public, on this day personally appeared Randolph
G. Brown, known to me to be the person whose name is subscribed to the
foregoing documents and, being by me first duly sworn, declared that the
statements therein contained are true and correct.
Given under my hand and seal of office this 21st day of December,
1993.
(Notarial Seal) /s/ Cynthia K. Gilmore
-------------------------------------
Notary Public, Cobb County, Georgia
My Commission Expires Sept. 19, 1996
STATE OF GEORGIA
COUNTY OF COBB
Before, me a notary public, on this day personally appeared Randolph
G. Brown, known to me to be the person whose name is subscribed to the
foregoing documents and, being by me first duly sworn, declared that the
statements therein contained are true and correct.
Given under my hand and seal of office this 21st day of December,
1993.
(Notarial Seal) /s/ Cynthia K. Gilmore
-------------------------------------
Notary Public, Cobb County, Georgia
My Commission Expires Sept. 19, 1996
<PAGE> 37
State of Delaware PAGE 1
Office of the Secretary of State
-------------------------------
I, EDWARD J. FREEL, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO
HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF
AMENDMENT OF "MEDAPHIS CORPORATION", FILED IN THIS OFFICE ON THE SEVENTEENTH
DAY OF MARCH, A.D. 1995, AT 9 O'CLOCK A.M.
/s/ Edward J. Freel
-----------------------------------
Edward J. Freel, Secretary of State
2075933 8100 AUTHENTICATION: 7887813
960091512 DATE: 03-28-96
<PAGE> 38
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 09:00 AM 03/17/1995
95OO59546 - 2075933
CERTIFICATE OF AMENDMENT
OF
AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
MEDAPHIS CORPOFMTION
Medaphis Corporation (the "Corporation"), a corporation organized and
existing under and by virtue of the Delaware General Corporation Law (the
"DGCL"), DOES HEREBY CERTIFY:
1. That pursuant to an action duly and properly taken by the
Board of Directors of the Corporation at a Meeting held on January 27, 1995,
resolutions were duly adopted setting forth a proposed amendment of the Amended
and Restated Certificate of Incorporation of the Corporation, declaring said
amendment to be advisable and referring said amendment to the stockholders of
the Corporation for consideration thereof and approval and adoption by the
stockholders at a special meeting of stockholders of the Corporation to be duly
called by the Board of Directors of the Corporation (the "Special Meeting").
The resolution setting forth the proposed amendment (the "Amendment") is as
follows:
RESOLVED, that Article Fourth of the Corporation's Amended and
Restated Certificate of Incorporation is hereby amended by deleting
in its entirety the first sentence of such Article and replacing it
with the following:
"The aggregate number of shares of all classes of stock
which the Corporation shall have authority to issue is
100,600,000, consisting of 100,000,000 shares of Common
Stock, $.01 par value (herein called "Common Stock"), and
600,000 shares of Non-Voting Common Stock, $.01 par value
(herein called "Non-Voting Stock").
<PAGE> 39
2. That thereafter, pursuant to a resolution of the Board of
Directors calling for the Amendment to be submitted to a vote of the
stockholders at the Special Meeting, the Amendment was approved and adopted by
the stockholders at the Special Meeting, at which meeting the necessary number
of shares were voted in favor of the Amendment in accordance with Section 242
of the DGCL.
3. That the Amendment was duly adopted in accordance with
the provisions of Section 242 of the DGCL.
4. The undersigned officers of the Corporation hereby
acknowledge that the foregoing is the act and deed of the Corporation and that
the facts stated herein are true.
IN WITNESS WHEREOF, Medaphis Corporation has caused its corporate
seal to be affixed to this Certificate and has caused this Certificate to be
signed by the officers identified below this 17th day of March, 1995.
By: /s/ Randolph G. Brown
----------------------------------
Name: Randolph G. Brown
Title: Chairman, Chief Executive Officer
and President
Attest:
By: /s/ Pamela S. Topper
--------------------
Name: Pamela S. Topper
Title: Vice President,
General Counsel and
Secretary
[CORPORATE SEAL]
<PAGE> 40
STATE OF GEORGIA )
COUNTY OF FULTON )
Before me, the undersigned authority, on this date personally
appeared Randolph G. Brown and Pamela S. Topper, known to me to be the persons
whose names are subscribed to the foregoing certificate, and acknowledged to me
that they executed the same for the purposes therein expressed.
Given under my hand and seal this 17th day of March, 1995.
/s/ Marilyn S. O'Neal
----------------------------
Notary Public in and for the
State of Georgia
[NOTARIAL SEAL]
-----------------------------
<PAGE> 41
State of Delaware PAGE 1
Office of the Secretary of State
--------------------------------
I, EDWARD J. FREEL, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO
HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF
CHANGE OF REGISTERED AGENT OF "MEDAPHIS CORPORATION", FILED IN THIS OFFICE ON
THE SIXTEENTH DAY OF AUGUST, A.D. 1995, AT 9 O'CLOCK A.M.
/s/ Edward J. Freel
-----------------------------------
Edward J. Freel, Secretary of State
2075933 8100 AUTHENTICATlON: 7887814
960091512 DATE: 03-28-96
<PAGE> 42
STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 09:00 AM 08/16/1995
950185793 - 2075933
CERTIFICATE OF CHANGE OF LOCATION OF REGISTERED OFFICE
AND OF REGISTERED AGENT
It is hereby certified that:
1. The name of the corporation (hereinafter called the "corporation") is
MEDAPHIS CORPORATION
2. The registered office of the corporation within the State of Delaware
to 32 Loockerman Square, Suite L-100, City of Dover 19904, County of Kent.
3. The registered agent of the corporation within the State of Delaware
is hereby changed to The Prentice-Hall Corporation System, Inc., the business
office of which is identical with the registered office of the corporation as
hereby changed.
4. The corporation has authorized the changes hereinbefore set forth by
resolution of its Board of Directors.
Signed on July 25, 1995
/s/ Pamela S. Topper
---------------------
Authorized Officer
PAMELA S. TOPPER
Vice President
<PAGE> 1
EXHIBIT 4.4
CERTIFICATE OF AMENDMENT OF
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
<PAGE> 2
STATE OF DELAWARE
OFFICE OF THE SECRETARY OF STATE
--------------------------------
I, EDWARD J. FREEL, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO
HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF
AMENDMENT OF "MEDAPHIS CORPORATION", FILED IN THIS OFFICE ON THE SECOND DAY OF
MAY, A.D. 1996, AT 9 O'CLOCK A.M.
A CERTIFIED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE NEW
CASTLE COUNTY RECORDER OF DEEDS FOR RECORDING.
/s/ Edward J. Freel
[SEAL] -----------------------------------
Edward J. Freel, Secretary of State
AUTHENTICATION: 7930915
DATE: 05-02-96
2075933 8100
960127613
<PAGE> 3
CERTIFICATE OF AMENDMENT
OF
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
OF
MEDAPHIS CORPORATION
Medaphis Corporation, a Delaware corporation (the "Corporation"), does
hereby certify as follows:
1. The amendment (the "Amendment") is to delete the first sentence of
Article Fourth of the Corporation's Amended and Restated Certificate of
Incorporation and replace it with the following:
"The aggregate number of shares of all classes of stock
which the Corporation shall have authority to issue is 200,600,000,
consisting of 200,000,000 shares of Common Stock, $.01 par value
(herein called "Common Stock"), and 600,000 shares of Non-Voting
Common Stock, $.01 par value (herein called "Non-Voting Stock")."
2. The Amendment was duly adopted in accordance with the provisions
of Section 242 of the General Corporation Law of the State of Delaware.
IN WITNESS WHEREOF, Medaphis Corporation has caused this Certificate to be
signed by an authorized officer, this 1st day of May, 1996.
By: /s/ Randolph G. Brown
--------------------------
Name: Randolph G. Brown
Title: Chairman, President and
Chief Executive Officer
STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 09:00 AM 05/02/1996
960127613 - 2075933
<PAGE> 1
EXHIBIT 5
OPINION OF KING & SPALDING
REGARDING LEGALITY OF SHARES BEING REGISTERED
<PAGE> 2
KING & SPALDING
191 PEACHTREE STREET
ATLANTA, GEORGIA 30303-1763
TELEPHONE: 404/572-4600
FACSIMILE: 404/572-5100
DIRECT DIAL: DIRECT FAX:
May 6, 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 2,750,000 shares of the Company's voting common
stock, par value $.01 per share ("Common Stock"), to be offered pursuant to the
Medaphis Corporation Non-Qualified Stock Option Plan for Employees of Acquired
Companies (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
<PAGE> 3
Medaphis Corporation
May 6,1996
Page 2
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.
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
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
Medaphis Corporation on Form S-8 of our reports dated March 15, 1996 relating
to the consolidated financial statements and financial statement schedule of
Medaphis Corporation as of December 31, 1995 and 1994 and for each of the three
years in the period ended December 31, 1995 appearing in and incorporated by
reference in the Annual Report on Form 10-K of Medaphis Corporation for the
year ended December 31, 1995.
/s/ Deloitte & Touche LLP
Atlanta, Georgia
May 6, 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-1
of Exhibit 99.4 of the Form 8-K of Medaphis Corporation dated March 13, 1996.
/s/ Price Waterhouse LLP
PRICE WATERHOUSE LLP
Austin, Texas
May 6, 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
May 6, 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.,
May 6, 1996
<PAGE> 1
EXHIBIT 99.1
THIRD AMENDMENT TO MEDAPHIS CORPORATION NON-QUALIFIED STOCK OPTION PLAN
FOR EMPLOYEES OF ACQUIRED COMPANIES
<PAGE> 2
THIRD AMENDMENT TO MEDAPHIS CORPORATION
NON-QUALIFIED STOCK OPTION PLAN
FOR EMPLOYEES OF ACQUIRED COMPANIES
THIS THIRD AMENDMENT is made the 26th day of October, 1995, 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 Medaphis Corporation
Non-Qualified Stock Option Plan for Employees of Acquired Companies (the
"Plan"); and
WHEREAS, the Board of Directors of the Company has approved an increase in
the number of shares reserved for issuance pursuant to the Plan from 1,600,000
shares to 2,100,000 shares.
NOW THEREFORE, Section 3 of the Plan is hereby amended by deleting Section 3
of the Plan in its entirety and replacing it with the following:
"Section 3.
SHARES RESERVED UNDER THE PLAN
There shall be 2,100,000 shares of Stock reserved for issuance under
this Plan, and such shares of Stock shall be reserved to the extent that the
Company deems appropriate from authorized but unissued shares of Stock and
from shares of Stock which have been repurchased by the Company. Furthermore,
any shares of Stock subject to an Option that remain unissued after the
cancellation or expiration of such Option thereafter shall again become
available for use under this Plan."
<PAGE> 3
FURTHER, except as specifically amended by this Third Amendment, the Plan
shall remain in full force and effect as prior to this Third Amendment
IN WITNESS WHEREOF, the Company has caused this Third Amendment to be
executed on the day and year first above written.
MEDAPHIS CORPORATION
By: /s/ Michael R. Cote
-----------------------
Title: SVP and CFO
--------------------
ATTEST:
By: /s/ Peggy B. Sherman
-----------------------------------
Title: VP and Associate General Counsel
--------------------------------
[CORPORATE SEAL]
<PAGE> 1
EXHIBIT 99.2
FOURTH AMENDMENT TO MEDAPHIS CORPORATION NON-QUALIFIED STOCK OPTION PLAN
FOR EMPLOYEES OF ACQUIRED COMPANIES
<PAGE> 2
FOURTH AMENDMENT TO MEDAPHIS CORPORATION
NON-QUALIFIED STOCK OPTION PLAN
FOR EMPLOYEES OF ACQUIRED COMPANIES
THIS FOURTH AMENDMENT is made the 6th day of May, 1996, 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 Medaphis Corporation
Non-Qualified Stock Option Plan for Employees of Acquired Companies (the
"Plan"); and
WHEREAS, the Board of Directors of the Company has approved an increase in
the number of shares reserved for issuance pursuant to the Plan from 2,100,000
shares to 4,350,000 shares; and
WHEREAS, the Board of Directors of the Company desires to amend the Plan to
permit the Committee to issue options without certain restrictions on the
options of Eligible Employees who cease to be employees of the Company.
NOW THEREFORE, Section 3 of the Plan is hereby amended by deleting Section 3
of the Plan in its entirety and replacing it with the following:
"Section 3.
SHARES RESERVED UNDER THE PLAN
There shall be 4,350,000 shares of Stock reserved for issuance under
this Plan, and such shares of Stock shall be reserved to the extent that the
Company deems appropriate from authorized but unissued shares of Stock and
from shares of Stock which have been repurchased by the Company. Furthermore,
any shares of Stock subject to an Option that remain unissued after the
cancellation or expiration of such Option thereafter shall again become
available for use under this Plan."
<PAGE> 3
FURTHER, Section 7 of the Plan is hereby amended by deleting Section 7 of
the Plan in its entirety and replacing it with the following:
"Section 7.
GRANT OF OPTIONS
The Committee, acting in its absolute discretion, shall have the right
to grant Options to Eligible Employees under this Plan in connection with any
Acquisition or thereafter from time to time. Each grant of an Option shall
be evidenced by an Option Agreement and each Option Agreement shall
incorporate such other terms and conditions as the Committee, acting in its
absolute discretion, deems consistent with the terms of the Plan, provided
that (unless the Committee decides otherwise with respect to any option grant
or option grants) each Option Agreement shall provide that if the Eligible
Employee ceases to be an employee of the Company or of any parent or
subsidiary corporation of the Company (other than as a result of a
transaction contemplated by Section 14 hereof), the Option shall expire,
terminate and become unexercisable after the earlier to occur of: (i) the
expiration of three (3) months from the date on which the Eligible Employee
ceases to be an employee of the Company or of any parent or subsidiary
corporation of the Company, for any reason other than death or disability
(within the meaning of Code Section 22(e)(3)), or (ii) the expiration of six
(6) months from the date the Eligible Employee ceases to be employed by the
Company or any parent or subsidiary corporation of the Company, for reasons
of death or disability (within the meaning of Code Section (22)(e)(3))."
FURTHER, except as specifically amended by this Fourth Amendment, the Plan
shall remain in full force and effect as prior to this Fourth Amendment.
IN WITNESS WHEREOF, the Company has caused this Fourth Amendment to be
executed on the day and year first above written.
MEDAPHIS CORPORATION
By: /s/ Michael R. Cote
---------------------
Title: Senior Vice President--
Finance, Chief
Financial Officer and
Assistant Secretary
ATTEST:
By: /s/ William R. Spalding
-------------------------
Title: Senior Vice President--
Administration, General
Counsel and Secretary
[CORPORATE SEAL]
