<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 12, 1996
REGISTRATION NO. 333-
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
---------------------
MEDAPHIS CORPORATION
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C>
DELAWARE 58-1651222
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
</TABLE>
2700 CUMBERLAND PARKWAY
SUITE 300
ATLANTA, GEORGIA 30339
(Address, including zip code, of registrant's principal executive offices)
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)
---------------------
WITH COPIES TO:
<TABLE>
<S> <C>
ROBERT W. MILLER WILLIAM R. SPALDING
KING & SPALDING MEDAPHIS CORPORATION
191 PEACHTREE STREET 2700 CUMBERLAND PARKWAY, SUITE 300
ATLANTA, GEORGIA 30303-1763 ATLANTA, GEORGIA 30339
(404) 572-4600 (770) 444-5300
</TABLE>
---------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time
to time after the effective date of this Registration Statement.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. / /
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. /X/
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. / /
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /
If delivery of the Prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /
---------------------
CALCULATION OF REGISTRATION FEE
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<TABLE>
<S> <C> <C> <C> <C>
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PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF SECURITIES TO BE AMOUNT TO OFFERING PRICE PER AGGREGATE OFFERING AMOUNT OF
REGISTERED BE REGISTERED SHARE(1) PRICE(1) REGISTRATION FEE
- -----------------------------------------------------------------------------------------------------------
Common Stock, par value $.01 per
share............................ 750,000 $37 $27,750,000 $9,568.97
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</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee. In
accordance with Rule 457(c) under the Securities Act of 1933, as amended,
such amounts are based on the average of the high and low prices per share
of Common Stock of Medaphis Corporation on July 11, 1996, as reported on The
Nasdaq National Market.
---------------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8 (A),
MAY DETERMINE.
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<PAGE> 2
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR
MAY OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT
BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR
THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE
SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE
UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS
OF ANY SUCH STATE.
SUBJECT TO COMPLETION, JULY 12, 1996
PROSPECTUS
750,000 SHARES
MEDAPHIS CORPORATION
COMMON STOCK
($.01 PAR VALUE)
---------------------
The 750,000 shares (the "Shares") of common stock, $.01 par value ("Common
Stock"), of Medaphis Corporation ("Medaphis" or the "Company") may be offered
for sale from time to time by and for the account of certain stockholders of
Medaphis (the "Selling Stockholders"). See "Selling Stockholders." The Selling
Stockholders acquired the Shares in connection with the acquisition of Medical
Management Sciences, Inc. ("MMS") by Medaphis. Medaphis is registering the
Shares pursuant to the Registration Rights Agreement dated December 29, 1995,
among Medaphis and the former stockholders of MMS (the "Registration Rights
Agreement"). Medaphis will not receive any of the proceeds from the sale of the
Shares by the Selling Stockholders, but has agreed to bear certain expenses of
registration of the Shares. See "Plan of Distribution."
The Common Stock is listed on The Nasdaq National Market under the symbol
"MEDA." On July 11, 1996, the last reported sale price of the Common Stock on
The Nasdaq National Market was $36.25 per share.
The Selling Stockholders from time to time may offer and sell the Shares
directly or through agents or broker-dealers on terms to be determined at the
time of sale. To the extent required, the names of any agent or broker-dealer
and applicable commissions or discounts and any other required information with
respect to any particular offer will be set forth in an accompanying Prospectus
Supplement. See "Plan of Distribution."
The Selling Stockholders and any agents or broker-dealers that participate
with the Selling Stockholders in the distribution of the Shares may be deemed to
be "underwriters" within the meaning of the Securities Act of 1933, as amended
(the "1933 Act"), and any commissions received by them and any profit on the
resale of the Shares may be deemed to be underwriting commissions or discounts
under the 1933 Act. See "Plan of Distribution" herein for indemnification
arrangements among Medaphis and the Selling Stockholders.
THERE ARE CERTAIN RISKS ASSOCIATED WITH AN INVESTMENT IN MEDAPHIS COMMON
STOCK. FOR A DISCUSSION OF SUCH RISKS, SEE "RISK FACTORS" BEGINNING ON PAGE 3.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
THE DATE OF THIS PROSPECTUS IS , 1996
<PAGE> 3
AVAILABLE INFORMATION
Medaphis is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and, accordingly, files
reports, proxy statements and other information with the Securities and Exchange
Commission ("Commission"). Such reports, proxy statements and other information
filed with the Commission by Medaphis can be inspected and copied at the office
of the Commission at Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549,
or at its Regional Offices located at 7 World Trade Center, Suite 1300, New
York, New York 10048, and 500 West Madison Street, Suite 1400, Chicago, Illinois
60661, and copies of such materials can be obtained from the Public Reference
Section of the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549, at
prescribed rates. In addition, the Common Stock is listed on the Nasdaq National
Market and such reports, proxy statements and other information concerning
Medaphis can be inspected and copied at the Nasdaq National Market, 1735 K
Street, N.W., Washington, D.C. 20006-1506.
Medaphis has filed with the Commission a registration statement on Form S-3
(together with any amendments, the "Registration Statement") under the 1933 Act,
covering the shares of Medaphis Common Stock being offered by this Prospectus.
This Prospectus, which is part of the Registration Statement, does not contain
all of the information and undertakings set forth in the Registration Statement
and reference is made to such Registration Statement, including exhibits, which
may be inspected and copied in the manner and at the locations specified above,
for further information with respect to Medaphis and the Medaphis Common Stock.
Statements contained in this Prospectus concerning the provisions of any
documents are not necessarily complete and, in each instance, reference is made
to the copy of such documents filed as an exhibit to the Registration Statement
or otherwise filed with the Commission. Each such statement is qualified in its
entirety by such reference.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents previously filed with the Commission by Medaphis
are incorporated by reference into this Prospectus:
(i) Medaphis' Annual Report on Form 10-K for the fiscal year ended
December 31, 1995, filed on April 1, 1996;
(ii) Medaphis' Quarterly Report on Form 10-Q for the quarter ended
March 31, 1996, filed on May 15, 1996;
(iii) Medaphis' Current Reports on Form 8-K filed on April 3, 1995 (as
amended by Form 8-K/A filed on April 5, 1995), October 13, 1995, January
19, 1996, February 12, 1996, February 29, 1996, April 3, 1996, May 21,
1996, May 24, 1996, May 29, 1996, July 3, 1996 and July 9, 1996; and
(iv) The description of the Medaphis Common Stock in Medaphis'
Registration Statement on Form 8-A/A filed on May 22, 1996.
In addition, all documents filed by Medaphis pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Exchange Act subsequent to the date of this Prospectus
and prior to the termination of the offering made pursuant to the Registration
Statement shall be deemed to be incorporated by reference into and to be a part
of this Prospectus from the date of filing of such documents. Any statement
contained in a document so incorporated by reference shall be deemed to be
modified or superseded for purposes of this Prospectus to the extent that a
statement contained in this Prospectus, or in any other subsequently filed
document which is also incorporated by reference, modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed to
constitute a part of this Prospectus except as so modified or superseded.
Medaphis will provide, without charge, to each person to whom this
Prospectus is delivered, upon the written or oral request of any such person, a
copy of any or all of the documents incorporated by reference (not including
exhibits to such documents unless such exhibits are specifically incorporated by
reference in such documents). Requests for copies should be directed to Melissa
Coley, Investor Relations Coordinator, Medaphis Corporation, 2700 Cumberland
Parkway, Suite 300, Atlanta, Georgia 30339, telephone (770) 444-5300.
2
<PAGE> 4
THE COMPANY
Medaphis is a leading provider of business management services and systems
to the healthcare industry. Medaphis' services and systems are designed to
assist its clients with the business management functions associated with the
delivery of healthcare services, thereby permitting physicians and hospitals to
focus on providing quality medical services to their patients. Medaphis also
provides subrogation and related recovery services primarily to healthcare
payors, scheduling and information management systems to hospitals and emerging
integrated healthcare delivery systems and systems integration and work flow
engineering services. Medaphis' scheduling and information systems are designed
to improve efficiency by automating certain scheduling and related management
functions within a healthcare facility. The Company's systems integration and
work flow engineering services are designed to increase flexibility, improve
end-user access to information and increase decision-making capabilities through
the strategic use and development of client/server, imaging and other advanced
technologies. Medaphis currently provides business management services and
systems to approximately 19,700 physicians and over 2,200 hospitals in all 50
states, subrogation and recovery services to healthcare plans covering in excess
of 24 million people throughout the United States and systems integration and
work flow engineering services in the United States and abroad.
Medaphis is incorporated under the laws of the State of Delaware. Medaphis
Common Stock is traded on the Nasdaq National Market under the symbol "MEDA."
Unless the context otherwise requires, reference to Medaphis includes Medaphis
Corporation and its subsidiaries. Medaphis' principal executive offices are
located at 2700 Cumberland Parkway, Suite 300, Atlanta, Georgia 30339, and its
telephone number is (770) 444-5300.
RISK FACTORS
In addition to the other information included or incorporated by reference
in this Prospectus, the following factors should be considered carefully in
evaluating an investment in Medaphis Common Stock. This Prospectus contains and
incorporates by reference certain forward-looking statements, including, but not
limited to, statements regarding product development initiatives, the status of
Medaphis' physician billing operations, the status and future prospects of
Medaphis' re-engineering and consolidation project and the status and scope of
the Federal Investigation described below. The actual results of such matters
may differ materially from such forward-looking statements due to risks and
uncertainties set forth under this caption and in other reports and registration
statements filed by Medaphis under the 1933 Act and the Exchange Act.
Acquisitions; Future Operating Results; Re-Engineering Project; Margin
Pressure. Medaphis' expansion strategy involves both acquisitions and internal
growth. Although Medaphis has successfully acquired businesses and effectively
integrated their operations in the past, there can be no assurance that Medaphis
will be able to continue to make successful acquisitions in the future or that
any such acquisitions will be successfully integrated into Medaphis's
operations. Furthermore, there can be no assurance that an acquisition will not
have an adverse effect upon Medaphis' operating results, particularly in the
fiscal quarters immediately following the consummation of such acquisition.
There can be no assurance that Medaphis will be able to continue to operate an
acquired business in a profitable manner. Although Medaphis has reported net
income for each of the past four fiscal years (and would have reported net
income in fiscal 1991 but for the restatement of its financial statements as a
result of previous acquisitions accounted for under the pooling of interests
method of accounting) and has expanded its operations through acquisitions and
internal growth, there can be no assurance that Medaphis will be able to sustain
profitability or revenue growth on an annual or quarterly basis in the future,
that fluctuations in quarter-to-quarter or year-to-year operating results will
not occur or that any such quarter-to-quarter or year-to-year fluctuations will
not be material. In addition, Medaphis recorded restructuring and other charges
in the first quarter of 1995 relating to its announced re-engineering and
consolidation project. There can be no assurance that this re-engineering and
consolidation project will be successful, will achieve any cost or labor
efficiencies or will not have an adverse effect upon Medaphis' operations.
Finally, Medaphis is experiencing margin pressure in the billing and accounts
receivable management services operations of Medaphis Physician Services
Corporation ("MPSC"). MPSC did not significantly contribute to Medaphis' overall
results of operations during the second half of 1995. During the first quarter
of 1996, Medaphis' Services Division contributed positively to the operating
results of Medaphis. However, MPSC adversely affected the results of operations
of the Services Division for the
3
<PAGE> 5
quarter ended March 31, 1996. Management does not expect this trend to improve
materially until further progress is made with, among other things, Medaphis'
re-engineering and consolidation project and overall operations of MPSC. To
date, Medaphis has been able to offset margin pressure in MPSC's operations
through growth in its technology operations, but there can be no assurance that
Medaphis will be able to continue such trend in the future.
Pending Federal Investigation; Putative Class Action Lawsuits. The United
States Attorney's Office for the Central District of California is conducting an
investigation (the "Federal Investigation") of Medaphis' billing and collection
practices in its offices located in Calabasas and Cypress, California (the
"Designated Offices"). Medaphis first became aware of the Federal Investigation
when it received search warrants and grand jury subpoenas on June 13, 1995.
Although the precise scope of the Federal Investigation is not known at this
time, Medaphis believes that the U.S. Attorney's Office is investigating
allegations of billing fraud and that the inquiry is focused upon Medaphis'
billing and collection practices in the Designated Offices. Numerous federal and
state civil and criminal laws govern medical billing and collection activities.
In general, these laws provide for various fines, penalties, multiple damages,
assessments and sanctions for violations, including possible exclusion from
Medicare, Medicaid and certain other federal and state healthcare programs.
Although the Designated Offices represent less than 2% of Medaphis' annual
revenue, there can be no assurance that the Federal Investigation will be
resolved promptly, that additional subpoenas or warrants will not be received by
Medaphis or that the Federal Investigation will not have a material adverse
effect upon Medaphis. Medaphis reported a charge of $12 million in 1995 for the
administrative fees, costs and expenses it anticipates incurring in connection
with the Federal Investigation and the putative class action lawsuits described
below. The charge is intended to cover only the anticipated administrative
expenses of the Federal Investigation and the lawsuits and does not include any
provision for fines, penalties, damages, assessments, judgments or sanctions
that may arise out of such matters.
Following the announcement of the Federal Investigation, Medaphis, various
of its officers and directors and the lead underwriters associated with
Medaphis' public offering of common stock in April 1995 were named as defendants
in putative stockholder class action lawsuits filed in federal district court
for the Northern District of Georgia. In general, these lawsuits alleged
violations of the federal securities laws in connection with Medaphis' filings
under the federal securities acts, including the registration statement filed in
connection with Medaphis' public offering in April 1995. On October 13, 1995,
the named plaintiffs in these lawsuits filed a consolidated class action
complaint (the "Consolidated Complaint"). On January 3, 1996, the court denied
defendants' motion to dismiss the Consolidated Complaint which argued that the
Complaint failed to state a claim upon which relief may be granted. On April 11,
1996, certain of the named plaintiffs to the Consolidated Complaint voluntarily
dismissed with prejudice all of their claims. As a result of these dismissals,
the Consolidated Complaint no longer contains any claims based on the 1933 Act,
and Medaphis' underwriters and outside directors are no longer named as
defendants. On June 26, 1996, the court denied the plaintiffs' motion to certify
a plaintiffs' class. Medaphis believes that it has meritorious defenses to this
action and intends to assert them vigorously.
Governmental Budgetary Constraints and Healthcare Reform. In the 1995
session of the United States Congress, the focus of healthcare legislation was
on budgetary and related funding mechanism issues. A number of reports,
including the 1995 Annual Report of the Board of Trustees of the Federal
Hospital Insurance Program (Medicare), have projected that the Medicare "trust
fund" is likely to become insolvent by the year 2002 if the current growth rate
of approximately 10% per annum in Medicare expenditures continues. Similarly,
federal and state expenditures under the Medicaid program are projected to
increase significantly during the same seven-year period. In response to these
projected expenditure increases, and as part of an effort to balance the federal
budget, both the Congress and the Clinton Administration have made proposals to
reduce the rate of increase in projected Medicare and Medicaid expenditures and
to change funding mechanisms and other aspects of both programs. Congress has
passed legislation that would reduce projected expenditure increases
substantially and would make significant changes in the Medicare and the
Medicaid programs. The Clinton Administration has proposed alternate measures to
reduce, to a lesser extent, projected increases in Medicare and Medicaid
expenditures. As of the date of this Prospectus, neither proposal has become
law.
4
<PAGE> 6
The Medicare legislation that has been adopted by Congress would reduce
projected expenditure increases by a variety of means, including limitations on
payments to providers, increased beneficiary premiums for physician and certain
other services, and limited incentives for Medicare beneficiaries to enroll in
health maintenance organizations and other managed care plans or to accept
Medicare coverage with a substantially increased deductible, with the savings
being available to the beneficiaries to pay non-covered expenses. Medaphis
cannot predict the effect on it if such Medicare legislation is adopted into
law. The proposed changes in physician payments alter the formula for
determining aggregate Medicare funds available for physician payments and are
designed to ensure that such payments do not decline in the 1996-2002 federal
fiscal years, but Medaphis cannot determine whether the physician payment
changes would in future years have an adverse effect on its revenues or
earnings. If the incentives for Medicare beneficiaries to enroll in health
maintenance organizations and other managed care plans result in an increase in
physician payments made by health maintenance organizations and other managed
care plans, fees paid to Medaphis by physicians for billing and collection
services provided by Medaphis could be adversely affected. Changes in the
Medicaid program would reduce the number and extent of federal mandates
concerning how state Medicaid programs operate (including levels of benefits
provided and levels of payments to providers) and would change the funding
mechanism from a sharing formula between the federal government and a state to
"block grant" funding. Medaphis cannot predict the effect of any such
legislation, if adopted, on its operations.
Although Congress, in 1995, did not consider healthcare reform proposals,
Medaphis anticipates that numerous healthcare reform proposals will continue to
be introduced in future sessions of Congress. Medaphis cannot predict whether
any such proposal will be adopted or the effect on Medaphis of any proposal that
does become law.
A number of states in which Medaphis has operations either have adopted or
are considering the adoption of healthcare reform proposals at the state level.
These state reform laws have, in may cases, not been fully implemented. Medaphis
cannot predict the effect of proposed state healthcare reform laws on its
operations. Additionally, certain reforms are occurring in the healthcare market
which may continue regardless of whether comprehensive federal or state
healthcare reform legislation is adopted and implemented. These market reforms
include certain employer initiatives such as creating purchasing cooperatives
and contracting for healthcare services for employees through managed care
companies (including health maintenance organizations), and certain provider
initiatives such as risk-sharing among healthcare providers and managed care
companies through capitated contracts and integration among hospitals and
physicians into comprehensive delivery systems. Consolidation of management and
billing services by integrated delivery systems may result in a decrease in
demand for Medaphis' billing and collection services for particular physician
practices, but this decrease may be offset by an increase in demand for
Medaphis' consulting and comprehensive business management services (including
billing and collection services) for the new provider systems.
Existing Government Regulation. Existing governmental regulation can
adversely affect Medaphis' business through, among other things, its potential
to reduce the amount of reimbursement received by Medaphis' clients for
healthcare services. A significant portion of Medaphis' revenue is derived from
management fees which are based upon a percentage of net collections of
healthcare receivables. During the past decade, federal and state governments
have implemented legislation designed to stimulate a reduction in the increase
in healthcare costs and it is anticipated that such legislative initiatives will
continue. Medaphis also is subject to applicable federal and state billing and
credit collection agency laws and regulations. There can be no assurance that
current or future government regulations or healthcare reform measures will not
have a material adverse effect upon Medaphis' business.
Competition. Medaphis faces intense competition in each of the areas in
which it does business. In providing business management systems and services to
physicians and hospitals, Medaphis competes with certain national information
management systems and transaction processing organization, certain regional
companies which provide such systems or services and certain physician groups
and hospitals which provide their own business management services. In providing
subrogation and recovery services, Medaphis competes primarily with the internal
recovery operations of potential customers and with certain regional subrogation
recovery vendors. In terms of providing systems integration and workflow
engineering systems and services, Medaphis competes with national, regional and
local companies specializing in information technology and systems integration
consulting services, national and regional application development companies,
the software
5
<PAGE> 7
development and systems integration units of national computer equipment
manufacturers, large information systems facilities management and outsourcing
organizations, national "Big Six" accounting firms and the information systems
groups of large general management consulting firms. Certain of Medaphis'
competitors have longer operating histories and greater financial, technical and
marketing resources than Medaphis. There can be no assurance that competition
from current or potential competitors will not have a material adverse effect
upon Medaphis.
Evolving Industry Standards; Rapid Technological Changes. The markets for
Medaphis' software products are characterized by rapidly changing technology,
evolving industry standards and frequent new products and product enhancements.
Medaphis' success in its business will depend upon its continued ability to
enhance its existing products, to introduce new products on a timely and cost
effective basis to meet evolving customer requirements, to achieve market
acceptance for new product offerings and to respond to emerging industry
standards and other technological changes. There can be no assurance that
Medaphis will be able to respond effectively to technological changes or new
industry standards. Moreover, there can be no assurance that competitors of
Medaphis will not develop competitive products, or that any such competitive
products will not have an adverse effect upon Medaphis' operating results.
Systems Integration Projects. Medaphis' systems integration operations
typically have large projects which involve re-engineering various client
operations through the use of imaging, client/server and other advanced
technologies. Certain of Medaphis' systems integration contracts have included
significant initial license fees. Failure to meet expectations with respect to a
major project could damage Medaphis' reputation as a systems integrator, affect
its ability to attract new systems integration business, result in the payment
of liquidated or other damages to the client and jeopardize Medaphis' ability to
collect for systems integration services already performed on the project.
Moreover, given the size and complexity of the large-scale systems integration
contracts entered into by Medaphis and the license fees associated therewith,
the results of operations of Medaphis' Systems Division could be subject to
significant quarterly fluctuations based upon the timing of receipt of
large-scale re-engineering contracts. However, management of Medaphis
anticipates that the episodic nature of its existing systems integrations
operations should be partially offset over time by the results of operations of
BSG Corporation and Rapid Systems Solutions, Inc. (both of which were recently
acquired by Medaphis), which historically have had a larger number of smaller
systems integration projects that have not included initial license fees.
Possible Volatility of Stock Price. Medaphis believes factors such as
announcements with respect to healthcare reform measures, the Federal
Investigation, acquisitions and quarter-to-quarter and year-to-year variations
in financial results could cause the market price of Medaphis Common Stock to
fluctuate substantially. Any adverse announcement with respect to healthcare
reform measures, the Federal Investigation, acquisitions or any shortfall in
revenue or earnings from levels expected by securities analysts could have an
immediate and significant adverse effect on the trading price of Medaphis Common
Stock in any given period. As a result, the market for Medaphis Common Stock may
experience material adverse price and volume fluctuations.
Dependence on Senior Management. Medaphis' success depends upon the
continued contributions of its senior management. Medaphis enters into
confidentiality and non-solicitation agreements with its executive officers and
key employees. In general, these agreements contain certain covenants on the
part of the executive or key employee concerning confidential and proprietary
information of Medaphis and preclude the executive or key employee from
soliciting customers or employees of Medaphis during the twelve-month period
following termination of employment. The loss of services of certain of
Medaphis' executive officers could have a material adverse effect upon the
respective businesses of Medaphis.
USE OF PROCEEDS
Medaphis will not receive any of the proceeds from the sale of the Shares.
All of the proceeds from the sale of the Shares will be received by the Selling
Stockholders.
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<PAGE> 8
SELLING STOCKHOLDERS
The following table provides the names and the number of shares of Medaphis
Common Stock owned by each Selling Stockholder. Since the Selling Stockholders
may sell all, some or none of the Shares that may be offered hereby, no estimate
can be made of the aggregate number of Shares that will actually be offered
hereby or that will be owned by each Selling Stockholder upon completion of the
offering to which this Prospectus relates.
The Shares offered by this Prospectus may be offered from time to time by
the Selling Stockholders named below:
<TABLE>
<CAPTION>
SHARES
BENEFICIALLY SHARES
OWNED PRIOR TO PERCENT OF THAT MAY BE
SELLING STOCKHOLDER THE OFFERING(2) CLASS OFFERED(3)
------------------------------------------------- --------------- ---------- -------------
<S> <C> <C> <C>
Lori T. Caudill(1)............................... 489,927 * 250,000
Carol T. Shumaker(1)............................. 489,927 * 250,000
Alyson T. Stinson(1)............................. 489,927 * 250,000
</TABLE>
- ---------------
* less than 1%
(1) The Selling Stockholders are former stockholders of MMS. On or around
January 2, 1996, the Selling Stockholders, together with certain other
individuals and related trusts, acquired an aggregate of 3,999,996 shares
of Medaphis Common Stock in connection with the acquisition of MMS by
Medaphis. Ms. Caudill, Ms. Shumaker and Ms. Stinson, together with the
other former stockholders of MMS and certain other persons, may be deemed
to be a "group" within the meaning of Rule 13d-5 under the Exchange Act by
virtue of acquiring shares of Medaphis Common Stock as described above.
Thus, pursuant to Rule 13d-5, Ms. Caudill, Ms. Shumaker and Ms. Stinson
each may be deemed to beneficially own all shares of Medaphis Common Stock
owned by each other and by the other former stockholders of MMS. Ms.
Caudill, Ms. Shumaker and Ms. Stinson each disclaim beneficial ownership of
such shares. Ms. Caudill, Ms. Shumaker and Ms. Stinson are daughters of
James F. Thacker, who became an employee of Medaphis in connection with the
acquisition of MMS by Medaphis.
(2) Excludes, with respect to the Selling Stockholders, 2,500,149 shares of
Medaphis Common Stock beneficially owned or deemed to be beneficially owned
by James F. Thacker and certain related trusts. Includes, with respect to
each Selling Stockholder, 250,000 Shares that may be offered by such
Selling Stockholder pursuant to this Prospectus, which Shares are also
beneficially owned by Mr. Thacker. The 750,000 Shares that may be offered
by the Selling Stockholders pursuant to this Prospectus were borrowed from
Mr. Thacker. The Selling Stockholders are severally obligated to repay the
borrowing by delivering to Mr. Thacker shares of Medaphis Common Stock
equal in number to the borrowed shares upon the earlier of (x) five
business days after receipt from Mr. Thacker of written notice demanding
repayment and (y) July 1, 1998.
(3) As described above in footnote (2), the 750,000 Shares that may be offered
by the Selling Stockholders pursuant to this Prospectus were borrowed from
James F. Thacker.
PLAN OF DISTRIBUTION
The Shares may be sold from time to time by the Selling Stockholders, or by
pledges, donees, transferees or other successors in interest. Such sales may be
made on one or more exchanges or in the over-the-counter market or otherwise, at
prices and at terms then prevailing or at prices related to the then current
market price, or in negotiated transactions. The Shares may be sold by one or
more of the following, (a) a block trade in which the broker-dealer so engaged
will attempt to sell the Shares as agent but may position and resell a portion
of the block as principal to facilitate the transaction; (b) purchases by a
broker-dealer as principal and resale by such broker-dealer for its account
pursuant to this Prospectus, (c) an exchange distribution in accordance with the
rules of such exchange; and (d) ordinary brokerage transactions and transactions
in which the broker solicits purchasers. At the time a particular offer is made,
a Prospectus supplement, if required, will be distributed that sets forth the
name or names of agents or broker-dealers, any commissions
7
<PAGE> 9
and other terms constituting compensation and any other required information. In
effecting sales, broker-dealers engaged by the Selling Stockholders may arrange
for other broker-dealers to participate in the resales.
In connection with distributions of the Shares or otherwise, the Selling
Stockholders may enter into hedging transactions with broker-dealers. In
connection with such transactions, broker-dealers may engage in short sales of
the Shares registered hereunder in the course of hedging the positions they
assume with Selling Stockholders. The Selling Stockholders may also sell shares
short and redeliver the Shares registered hereunder to close out short
positions. The Selling Stockholders may also enter into option or other
transactions with broker-dealers which require the delivery to the broker-dealer
of the Shares registered hereunder, which the broker-dealer may resell or
otherwise transfer pursuant to this Prospectus. The Selling Stockholders may
also loan or pledge the Shares registered hereunder to a broker-dealer and the
broker-dealer may sell the Shares so loaned or upon a default the broker-dealer
may effect sales of the pledged Shares pursuant to this Prospectus. As of the
date of this Prospectus, to the Company's knowledge, there are no selling
arrangements between the Selling Stockholders and any broker-dealer.
Broker-dealers or agents may receive compensation in the form of
commissions, discounts or concessions from Selling Stockholders in amounts to be
negotiated in connection with the sale. Such broker-dealers and any other
participating broker-dealers may be deemed to be "underwriters" within the
meaning of the 1933 Act in connection with such sales and any such commission,
discount or concession may be deemed to be underwriting discounts or commissions
under the 1933 Act.
Pursuant to the Registration Rights Agreement, Medaphis has filed the
Registration Statement, of which this Prospectus forms a part, with respect to
the sale of the Shares. Medaphis has agreed to use its reasonable best efforts
to keep the Registration Statement current and effective through the earlier of
the sale of all of the Shares or twenty-one days following the effective date of
the Registration Statement.
Medaphis will not receive any of the proceeds from the sale of the Shares
by the Selling Stockholders. Medaphis will bear the costs of registering the
Shares under the 1933 Act, including the registration fee under the 1933 Act,
legal and accounting fees and any printing expenses. The Selling Stockholders
will bear all other expenses in connection with this offering, including selling
commissions and brokerage fees, and fees and expenses of counsel for the Selling
Stockholders.
The Selling Stockholders may agree to indemnify any broker-dealer or agent
that participates in transactions involving the Shares against certain
liabilities, including liabilities arising under the 1933 Act. Medaphis and the
Selling Stockholders have agreed to indemnify each other and certain other
persons (including, in the case of Medaphis, broker-dealers) against certain
liabilities in connection with the offering of the Shares, including liabilities
arising under the 1933 Act.
LEGAL MATTERS
The legality of the Shares will be passed upon for the Selling Stockholders
by King & Spalding, 191 Peachtree Street, Atlanta, Georgia 30303-1763.
EXPERTS
The supplemental consolidated financial statements of Medaphis as of
December 31, 1994 and 1995, and for each of the three years in the period ended
December 31, 1995 included in Medaphis' Current Report on Form 8-K filed on July
9, 1996 and incorporated by reference herein and the financial statement
schedule of Medaphis included in Medaphis' Annual Report on Form 10-K for the
year ended December 31, 1995 and incorporated herein by reference have been
audited by Deloitte & Touche LLP, independent auditors, as stated in their
reports thereon included in Medaphis' Current Report on Form 8-K filed on July
9, 1996 and in Medaphis' Annual Report on Form 10-K for the year ended December
31, 1995 and incorporated herein by reference. Such supplemental consolidated
financial statements and financial statement schedule have been incorporated
herein in reliance upon such reports given upon the authority of that firm as
experts in accounting and auditing.
8
<PAGE> 10
The combined financial statements of MMS as of December 31, 1993 and 1994
and for each of the three years in the period ended December 31, 1994 included
in Medaphis' Current Report on Form 8-K filed on January 19, 1996 have been
audited by Deloitte & Touche LLP, independent auditors, as stated in their
report appearing in Medaphis' Current Report on Form 8-K filed on January 19,
1996 and incorporated herein by reference. Such combined financial statements
have been incorporated herein by reference in reliance upon such report given
upon the authority of that firm as experts in accounting and auditing.
The financial statements of The Receivables Management Division of MedQuist
Inc. as of and for the year ended December 31, 1994 included in Medaphis'
Current Report on Form 8-K filed on January 19, 1996 incorporated by reference
in this Form S-3 have been audited by Arthur Andersen LLP, independence public
accountants, as stated in their report with respect thereto, and are
incorporated herein by reference in reliance upon the authority of said firm as
experts in giving said reports.
The balance sheets of Healthcare Recoveries, Inc. as of June 30, 1993 and
1994 and the statements of operations, changes in stockholders' (deficit) and
cash flows for each of the three years in the period ended June 30, 1994
included in Medaphis' Current Report on Form 8-K filed on October 13, 1995 and
incorporated herein by this reference have been incorporated herein in reliance
on the report, which includes an explanatory paragraph regarding a change in the
method of accounting for income taxes, of Coopers & Lybrand L.L.P., independent
accountants, given on the authority of that firm as experts in accounting and
auditing.
The consolidated financial statements of BSG Corporation as of December 31,
1994 and 1995 and for each of the three years in the period ended December 31,
1995 incorporated in this Prospectus by reference to Medaphis' Current Report on
Form 8-K filed on April 3, 1996 have been so incorporated in reliance on the
report of Price Waterhouse LLP, independent accountants, given on the authority
of said firm as experts in auditing and accounting.
The combined financial statements of the Atwork Companies as of and for the
years ended December 31, 1993 and 1994 included in Medaphis' Current Report on
Form 8-K filed on April 3, 1995 have been audited by Deloitte & Touche LLP,
independent auditors, as stated in their report appearing in Medaphis' Current
Report on Form 8-K filed on April 3, 1995 and incorporated herein by reference.
Such combined financial statements have been incorporated herein by reference in
reliance upon such report given upon the authority of that firm as experts in
accounting and auditing.
The consolidated financial statements of Health Data Sciences Corporation
and subsidiary as of March 31, 1995 and 1996 and for each of the three years in
the period ended March 31, 1996 included in Medaphis' Current Report on From 8-K
filed on July 3, 1996 have been audited by Deloitte & Touche LLP, independent
auditors, as stated in their report appearing in Medaphis' Current Report on
Form 8-K filed on July 3, 1996 and incorporated herein by reference. Such
consolidated financial statements have been incorporated herein by reference in
reliance upon such report given upon the authority of that firm as experts in
accounting and auditing.
9
<PAGE> 11
- ------------------------------------------------------
- ------------------------------------------------------
NO DEALER, SALESPERSON OR OTHER INDIVIDUAL HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATION NOT CONTAINED IN THIS PROSPECTUS AND,
IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON AS
HAVING BEEN AUTHORIZED BY MEDAPHIS OR ANY SELLING STOCKHOLDER. THIS PROSPECTUS
DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY THE
SECURITIES OFFERED HEREBY IN ANY JURISDICTION OR TO ANY PERSON TO WHOM IT IS
UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION. NEITHER THE DELIVERY OF THIS
PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE
ANY IMPLICATION THAT THE INFORMATION CONTAINED HEREIN IN CORRECT AS OF ANY DATE
SUBSEQUENT TO THE DATE HEREOF.
---------------------
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Available Information................. 2
Incorporation of Certain Documents By
Reference........................... 2
The Company........................... 3
Risk Factors.......................... 3
Use of Proceeds....................... 6
Selling Stockholders.................. 7
Plan of Distribution.................. 7
Legal Matters......................... 8
Experts............................... 8
</TABLE>
- ------------------------------------------------------
- ------------------------------------------------------
- ------------------------------------------------------
- ------------------------------------------------------
750,000 SHARES
MEDAPHIS CORPORATION
COMMON STOCK
($.01 PAR VALUE)
--------------------
PROSPECTUS
--------------------
July , 1996
- ------------------------------------------------------
- ------------------------------------------------------
<PAGE> 12
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
<TABLE>
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
<S> <C>
Securities and Exchange Commission Registration Fee $ 9,568.97
Legal Fees and Expenses $ 10,000
Accounting Fees and Expenses $ 50,000
Blue Sky Fees and Expenses (including
legal fees and expenses) $ 3,000
Printing $ 1,000
Miscellaneous $ 431.03
--------------
TOTAL $ 74,000
==============
</TABLE>
All of the above items, except for the registration fee, are estimates.
The Selling Stockholders will not bear any of the expenses set forth above.
ITEM 15. 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.
II-I
<PAGE> 13
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 $25 million.
ITEM 16. EXHIBITS
Exhibit Description
- ------- -----------
2.1 Merger Agreement dated as of December 29, 1995, by and among
Registrant, CarSub, Inc., and Medical Management Sciences, Inc.
(incorporated by reference to Exhibit 2.1 to Registrant's Current
Report on Form 8-K filed on January 19, 1996).
4.1 Amended and Restated Certificate of Incorporation of Registrant
(incorporated by reference to Exhibit 4.1 of Registrant's
Registration Statement on Form S-8, File No. 333-03213).
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 May 22, 1996)
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, File No.
333-03213).
4.5 Amended and Restated By-Laws of Registrant (incorporated by
reference to Exhibit 3.2 of Registrant's Annual Report on Form
10-K, File No. 000-19480).
4.6 Form of Registration Rights Agreement among Registrant, William J.
DeZonia, Lori T. Caudill, Carol T. Shumaker, Alyson T. Stinson,
James F. Thacker, James F. Thacker Retained Annuity Trust and
Paulanne H. Thacker Retained Annuity Trust (incorporated by
reference to Exhibit 4.1 to Registrant's Current Report on Form
8-K filed on January 19, 1996).
5.1 Opinion of King & Spalding regarding legality of shares being
registered.
23.1 Consent of Deloitte & Touche LLP.
23.2 Consent of Price Waterhouse LLP.
II-2
<PAGE> 14
23.3 Consent of Coopers & Lybrand L.L.P.
23.4 Consent of Arthur Andersen LLP.
23.5 Consent of King & Spalding (contained in the opinion filed as
Exhibit 5.1).
24.1 Powers of Attorney of the officers and directors of Registrant
signing this Registration Statement (appears at page II-6).
ITEM 17. 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
II-3
<PAGE> 15
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as 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.
II-4
<PAGE> 16
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-3 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 12th day of
July, 1996.
MEDAPHIS CORPORATION
By: /s/ Randolph G. Brown
-------------------------
Randolph G. Brown
Chairman, Chief Executive
Officer and President
II-5
<PAGE> 17
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Randolph G. Brown and Michael R. Cote and each
of them, his true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any and all amendments to this Registration
Statement, and to file the same, with all exhibits thereto, and other documents
in connection therewith, with the Securities and Exchange Commission, granting
unto said attorneys-in-fact and agents full power and authority to do and
perform each and every act and thing requisite and necessary to be done in and
about the premises, as fully to all intents and purposes as he might or could
do in person, hereby ratifying and confirming all that said attorneys-in-fact
and agents, or their substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
/s/ Randolph G. Brown
- ------------------------ Chairman, Chief Executive July 12, 1996
Randolph G. Brown Officer, President
and Director
/s/ Michael R. Cote
- ------------------------ Senior Vice July 12, 1996
Michael R. Cote President -- Finance,
Chief Financial
Officer and Assistant
Secretary
/s/ James S. Douglass
- ------------------------ Vice President, Corporate July 12, 1996
James S. Douglass Controller and Chief
Accounting Officer
/s/ Robert C. Bellas, Jr.
- ------------------------ Director July 12, 1996
Robert C. Bellas, Jr.
/s/ David E. McDowell
- ------------------------ Director July 12, 1996
David E. McDowell
/s/ David R. Holbrooke, M.D.
- ------------------------ Director July 12, 1996
David R. Holbrooke, M.D.
/s/ Dennis A. Pryor
- ------------------------ Director July 12, 1996
Dennis A. Pryor
/s/ Steven G. Papermaster Director July 12, 1996
- ------------------------
Steven G. Papermaster
</TABLE>
II-6
<PAGE> 18
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Description Page
- ------- ----------- ----
<S> <C> <C>
2.1 Merger Agreement dated as of December 29, 1995, by and among
Registrant, CarSub, Inc., and Medical Management Sciences, Inc.
(incorporated by reference to Exhibit 2.1 to Registrant's Current
Report on Form 8-K filed on January 19, 1996).
4.1 Amended and Restated Certificate of Incorporation of Registrant
(incorporated by reference to Exhibit 4.1 of Registrant's Registration
Statement on Form S-8, File No. 333-03213).
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 May 22,
1996).
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, File No.
333-03213).
4.5 Amended and Restated By-Laws of Registrant (incorporated by reference
to Exhibit 3.2 of Registrant's Annual Report on Form 10-K, File No.
000-19480).
4.6 Form of Registration Rights Agreement among Registrant, William J.
DeZonia, Lori T. Caudill, Carol T. Shumaker, Alyson T. Stinson, James
F. Thacker, James F. Thacker Retained Annuity Trust and Paulanne H.
Thacker Retained Annuity Trust (incorporated by reference to Exhibit
4.1 to Registrant's Current Report on Form 8-K filed on January 19,
1996).
5.1 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 L.L.P.
23.4 Consent of Arthur Andersen LLP.
23.5 Consent of King & Spalding (contained in the opinion filed as Exhibit
5.1).
24.1 Powers of Attorney of the officers and directors of Registrant signing
this Registration Statement (appears at page II-6).
</TABLE>
<PAGE> 1
EXHIBIT 5.1
July 12, 1996
Medaphis Corporation
Suite 300
2700 Cumberland Parkway
Atlanta, Georgia 30339
Re: Form S-3 Registration Statement relating to 750,000 shares of
Common Stock, par value $.01 per share, of Medaphis Corporation
Ladies and Gentlemen:
We have acted as counsel for Medaphis Corporation, a Delaware corporation
(the "Company"), in connection with the preparation of the Registration
Statement of Form S-3 (the "Registration Statement") filed with the Securities
and Exchange Commission under the Securities Act of 1933, as amended, relating
to the offering from time to time of up to 750,000 shares (the "Shares") of
Common Stock, par value $.01 per share, of the Company, by certain stockholders
of the Company (the "Selling Stockholders").
As such counsel, 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 opinions hereinafter set forth. 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.
Based upon the foregoing, we are of the opinion that:
(i) The Company is a corporation incorporated and validly existing
in good standing under the laws of the State of Delaware; and
(ii) The Shares have been duly authorized and validly issued and are
fully paid and nonassessable.
We consent to the filing of this opinion as an exhibit to the Registration
Statement and to the reference to us under the caption "Legal Matters" in the
Prospectus that forms a part of the Registration Statement.
Very truly yours,
/s/ King & Spalding
------------------------------
KING & SPALDING
<PAGE> 1
EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the following:
- - To the incorportion by reference in this Registration Statement of Medaphis
Corporation on Form S-3 (the "Registration Statement") of our report dated June
29, 1996 relating to the supplemental consolidated financial statements of
Medaphis Corporation appearing in the Current Report on Form 8-K dated June 29,
1996 of Medaphis Corporation;
- - 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;
- - To the use in the Registration Statement of our report dated May 23, 1996
relating to the consolidated financial statements of Health Data Sciences
Corporation as of March 31, 1996 and 1995 and for each of the three years in
the period ended March 31, 1996, appearing in the Current Report on Form 8-K
dated June 29, 1996 of Medaphis Corporation.
- - To the incorporation by reference in the Registration Statement of our
report dated October 11, 1995 (December 29, 1995 as to Note 15), relating to
the combined financial statements of Medical Management Sciences, Inc. as of
December 31, 1994, appearing in the Current Report on Form 8-K dated December
29, 1995 of Medaphis Corporation;
- - To the incorporation by reference in the Registration Statement of our
report dated February 17, 1995 (March 17, 1995 as to Note 8), relating to the
combined financial statements of the Artwork Companies as of December 31, 1994
and 1993 and for the years then ended, appearing in the Current Report on Form
8-K dated March 17, 1995 of Medaphis Corporation; and
- - To the reference to us under the heading "Experts" in the Prospectus, which
is part of the Registration Statement.
DELOITTE & TOUCHE LLP
Atlanta, Georgia
July 11, 1996
<PAGE> 1
EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Prospectus
constituting part of this Registration Statement on Form S-3 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. We also consent to the
reference to us under the heading "Experts" in such Prospectus.
/s/ Price Waterhouse LLP
- ------------------------
PRICE WATERHOUSE LLP
Austin, Texas
July 11, 1996
<PAGE> 1
EXHIBIT 23.3
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the registration statement of
Medaphis Corporation on Form S-3 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."
COOPERS & LYBRAND L.L.P.
Louisville, Kentucky
July 11, 1996
<PAGE> 1
EXHIBIT 23.4
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-3 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.
ARTHUR ANDERSEN LLP
Philadelphia, Pa.,
July 11, 1996
