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As filed with the Securities and Exchange Commission on April 29, 1997
REGISTRATION NO. 333-_________
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------------
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
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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)
DAVID E. MCDOWELL
CHAIRMAN AND CHIEF EXECUTIVE OFFICER
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 A COPY TO:
WILLIAM R. SPALDING
KING & SPALDING
191 PEACHTREE STREET
ATLANTA, GEORGIA 30303-1763
(404) 572-4600
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
========================================================================================================================
Proposed Maximum Proposed Maximum
Amount to Offering Price Per Aggregate Offering Amount of
Title of Securities to be Registered be Registered Share(1) Price(1) Registration Fee
- ------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value $.01 per share . . 1,500,000 $4.6875 $7,031,250 $2,130.68
- ------------------------------------------------------------------------------------------------------------------------
(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 April 22, 1997.
Exhibit Index Located on Page 8.
Page 1 of 13 Pages.
========================================================================================================================
</TABLE>
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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 (the "Securities Act"). 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.
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, 1996, filed on March 31, 1997;
(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, 1996; 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 May 22, 1996.
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 5. Interests of Named Experts and Counsel.
The validity of the issuance of the shares of Common Stock offered
hereby will be passed upon for the Company by King & Spalding, Atlanta,
Georgia. King & Spalding also advises and represents the Company with respect
to various matters. The Company will pay King & Spalding's fees and expenses
in connection with this Registration Statement. William R. Spalding served as
an executive officer of the Company until his election as a partner of King &
Spalding on April 11, 1997.
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 (the "DGCL")
as it currently exists or is later amended.
Under Section 145 of the DGCL, 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
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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 DGCL or (iv) for
any transaction in which the director derived an improper personal benefit.
In addition, the Registrant and David E. McDowell are parties to an
agreement pursuant to which the Registrant has agreed to indemnify and hold
harmless Mr. McDowell to the fullest extent permitted by the DGCL 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 $500,000 and an annual per occurrence and
aggregate cap on coverage of $50 million.
Item 8. Exhibits.
<TABLE>
<CAPTION>
Exhibit Description
- ------- -----------
<S> <C>
4.1 Amended and Restated Certificate of Incorporation of
Registrant (incorporated by reference to Exhibit 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 4.4 of Registrant's Registration Statement on Form
S-8, File No. 333-03213).
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
May 22, 1996).
4.4 Amended and Restated By-Laws of Registrant (incorporated by
reference to Exhibit 3.2 of Registrant's Annual Report on
Form 10-K for the year ended December 31, 1992).
4.5 Form of Warrant (incorporated by reference to Exhibit 4.4
of Registrant's Current Report on Form 8-K filed on
February 18, 1997).
4.6 Specimen Common Stock Certificate (incorporated by reference
to Exhibit 4.1 of Registrant's Annual Report on Form 10-K
for the year ended December 31, 1995).
5.1 Opinion of King & Spalding regarding legality of shares
being registered.
23.1 Consent of Deloitte & Touche LLP.
</TABLE>
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<TABLE>
<S> <C>
23.2 Consent of King & Spalding (contained in the opinion filed
as Exhibit 5.1).
99.1 Sixth 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;
(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
Exchange Act that are incorporated by reference in the Registration
Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, 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, each filing of the Registrant's annual report pursuant to
Section 13(a) or 15(d) of the Exchange Act (and, where applicable, each filing
of an employee benefit plan's annual report pursuant to Section 15(d) of the
Exchange Act) 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 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 expressed in the
Securities 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
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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 Securities Act and will be
governed by the final adjudication of such issue.
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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 29th day of
April, 1997.
MEDAPHIS CORPORATION
By: /S/ Jerome H. Baglien
------------------------------------
Jerome H. Baglien
Senior Vice President, Chief
Financial Officer and
Assistant Secretary
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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>
<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
/s/ David E. McDowell Chairman, Chief Executive April 29, 1997
- ---------------------------- Officer and Director
David E. McDowell
/s/ Jerome H. Baglien Senior Vice President,
- ---------------------------- Chief Financial Officer and
Jerome H. Baglien Assistant Secretary April 29, 1997
(principal financial officer and
acting principal accounting
officer)
/s/ Robert C. Bellas, Jr. Director April 29, 1997
- ----------------------------
Robert C. Bellas, Jr.
/s/ David R. Holbrooke, M.D. Director April 29, 1997
- ----------------------------
David R. Holbrooke, M.D.
/s/ John C. Pope Director April 29, 1997
- ----------------------------
John C. Pope
/s/ Dennis A. Pryor Director April 29, 1997
- ----------------------------
Dennis A. Pryor
</TABLE>
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Description Page
- ------- ----------- ----
<S> <C> <C>
4.1 Amended and Restated Certificate of Incorporation of Registrant (incorporated by
reference to Exhibit 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 4.4 of Registrant's Registration
Statement on Form S-8, File No. 333-03213). --
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 May 22, 1996). --
4.4 Amended and Restated By-Laws of Registrant (incorporated by reference to Exhibit
3.2 of Registrant's Annual Report on Form 10-K for the year ended December 31, 1992). --
4.5 Form of Warrant (incorporated by reference to Exhibit 4.4 of Registrant
Current Report on Form 8-K filed on February 18, 1997). --
4.6 Specimen Common Stock Certificate (incorporated by reference to Exhibit 4.1
of Registrant's Annual Report on Form 10-K for the year ended December 31, 1995).
5.1 Opinion of King & Spalding regarding legality of shares being
registered. --
23.1 Consent of Deloitte & Touche LLP. --
23.2 Consent of King & Spalding (contained in the opinion filed as Exhibit 5.1). --
99.1 Sixth Amendment to Medaphis Corporation Non-Qualified Stock Option Plan
for Employees of Acquired Companies. --
</TABLE>
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EXHIBIT 5.1
[KING & SPALDING LETTERHEAD]
April 29, 1997
Medaphis Corporation
2700 Cumberland Parkway
Suite 300
Atlanta, Georgia 30339
Ladies and Gentlemen:
We have acted as counsel to Medaphis Corporation, a Delaware
corporation ("Medaphis"), in connection with the registration of 1,500,000
shares (the "Shares") of Medaphis common stock, par value $.01 per share,
pursuant to a Form S-8 Registration Statement (the "Registration Statement")
filed with the Securities and Exchange Commission on April 25, 1997. We
understand that the Shares will be issued pursuant to the Medaphis Corporation
Non-Qualified Stock Option Plan for Employees of Acquired Companies.
In so acting, we have examined and relied upon the accuracy of
original, certified, conformed or photographic copies of the Registration
Statement, and such records, other agreements, certificates and other documents
as we have deemed necessary or appropriate to enable us to render 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. We also have reviewed such releases
and no-action letters of the Securities and Exchange Commission as we have
deemed relevant to the opinion set forth below.
Based upon the foregoing and subject to the limitations and
qualifications set forth below, we are of the opinion that the Shares have been
duly authorized and, when issued in accordance with the terms of the option
agreements and option plan under which such Shares are governed, will be
validly issued, fully paid and nonassessable and free of statutory preemptive
rights.
The foregoing opinion is subject to the following limitations and
qualifications:
<PAGE> 2
Medaphis Corporation
April 29, 1997
Page 2
We are members of the Bar of the State of Georgia and, accordingly, do
not purport to be experts on or to express any opinion herein concerning any
law other than the laws of the State of Georgia, the corporate laws of the
State of Delaware, and the federal laws of the United States.
This opinion has been furnished to you at your request and no other
person or entity shall be entitled to rely upon this opinion without our prior
written consent. We consent to the inclusion of this opinion in the
Registration Statement. This opinion is given as of this date, and we assume no
obligation to advise you after this date of facts or circumstances that come to
our attention or changes in law that occur which could affect the opinions
contained in this letter.
Very truly yours,
/s/ KING & SPALDING
--------------------
KING & SPALDING
<PAGE> 1
EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement
of Medaphis Corporation on Form S-8 of our report dated March 31, 1997 (which
expresses an unqualified opinion and includes an explanatory paragraph relating
to a going concern uncertainty), appearing in the Annual Report on Form 10-K of
Medaphis Corporation for the year ended December 31, 1996.
/s/ DELOITTE & TOUCHE LLP
Atlanta, Georgia
April 25, 1997
<PAGE> 1
EXHIBIT 99.1
SIXTH AMENDMENT TO MEDAPHIS CORPORATION
NON-QUALIFIED STOCK OPTION PLAN
FOR EMPLOYEES OF ACQUIRED COMPANIES
THIS SIXTH AMENDMENT is made the 7th day of January, 1997 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 to 6,515,000
shares from 5,015,000 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 6,515,000 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."
FURTHER, except as specifically amended by this Sixth Amendment, the
Plan shall remain in full force and effect as prior to this Sixth Amendment.
<PAGE> 2
IN WITNESS WHEREOF, the Company has caused this Sixth 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,
General Counsel and Secretary
[CORPORATE SEAL]
