<PAGE> 1
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
--------------------------
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 RESTRICTED STOCK AGREEMENTS
(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, ESQ.
KING & SPALDING
191 PEACHTREE STREET
ATLANTA, GEORGIA 30303-1763
(404) 572-4600
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=========================================================================================================================
Title of Securities to be Registered Amount to Proposed Maximum Proposed Maximum Amount of
be Registered Offering Price Per Aggregate Offering Registration Fee
Share(1) Price(1)
- -------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value $.01 per share..... 31,449 $4.6875 $147,417.19 $44.67
- -------------------------------------------------------------------------------------------------------------------------
(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 47 Pages.
=========================================================================================================================
</TABLE>
<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)(i)
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 other 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 valildity 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, and Amended and Restated By-Laws 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
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<PAGE> 3
corporation may indemnify a director, officer, employee or agent of the
corporation (or other entity if such person is serving in such capacity at the
corporation's request) against expenses (including attorneys' fees) actually and
reasonably incurred by him if he acted in good faith and in a manner he
reasonably believed to be in, or not opposed to, the best interests of the
corporation, except that no indemnification shall be made in respect of any
claim, issue or matter as to which such person shall have been adjudged to be
liable to the corporation unless a court determines that, despite the
adjudication of liability but in view of all the circumstances of the case, such
person is fairly and reasonably entitled to indemnification for such expenses as
the court shall deem proper. Expenses (including attorneys' fees) incurred by an
officer or director in defending any civil, criminal, administrative or
investigative action, suit or proceeding may be paid by the corporation in
advance of the final disposition of such action, suit or proceeding upon receipt
of an undertaking by or on behalf of such director or officer to repay such
amount if it shall ultimately be determined that he is not entitled to be
indemnified by the corporation.
The Registrant's Amended and Restated Certificate of Incorporation, as
amended, provides that a director of the Registrant shall not be personally
liable to the Registrant or its stockholders for monetary damages for breach of
fiduciary duty as a director, except for liability (i) for any breach of the
director's duty of loyalty to the Registrant or its stockholders, (ii) for any
acts or omissions not in good faith or which involve intentional misconduct or
a knowing violation of law, (iii) under Section 174 of the 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 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, Registration No.
333-03213).
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 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, File No. 000-19480).
4.5 Form of Warrant (incorporated by reference to Exhibit 4.1 of Registrant's
Current Report on Form 8-K filed on February 11, 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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<PAGE> 4
<TABLE>
<S> <C>
23.2 Consent of King & Spalding (contained in the opinion filed as Exhibit
5.1).
99.1 Restricted Stock Agreement of Angela Caldas Witt.
99.2 Restricted Stock Agreement of Gary L. Dickinson.
99.3 Restricted Stock Agreement of Rudy R. Hilado.
99.4 Restricted Stock Agreement of Kean E. Kauffman.
99.5 Restricted Stock Agreement of Karen C. Miller.
99.6 Restricted Stock Agreement of Cindy A. Post.
</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.
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<PAGE> 5
(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 liabilities (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
Securities 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, the Registrant
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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<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/ David E. McDowell Chairman, Chief Executive April 29, 1997
------------------------ Officer and Director
David E. McDowell
/s/ Jerome H. Baglien Senior Vice President, April 29, 1997
------------------------ Chief Financial Officer and
Jerome H. Baglien Assistant Secretary
(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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<PAGE> 8
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, Registration No.
333-03213). --
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 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, File No. 000-19480). --
4.5 Form of Warrant (incorporated by reference to Exhibit 4.1 of Registrant's --
Current Report on Form 8-K filed on February 11, 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 Restricted Stock Agreement of Angela Caldas Witt. --
99.2 Restricted Stock Agreement of Gary L. Dickinson. --
99.3 Restricted Stock Agreement of Rudy R. Hilado. --
99.4 Restricted Stock Agreement of Kean E. Kauffman. --
99.5 Restricted Stock Agreement of Karen C. Miller. --
99.6 Restricted Stock Agreement of Cindy A. Post. --
</TABLE>
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<PAGE> 1
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 31,449 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 29, 1997. We understand that
the Shares will be issued pursuant to certain Medaphis Restricted Stock
Agreements.
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 Medaphis
Restricted Stock Agreements, will be validly issued, fully paid and
nonassessable and free of statutory preemptive rights, subject only to vesting
and other restrictions contained in such Restricted Stock Agreements.
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
MEDAPHIS CORPORATION
RESTRICTED STOCK AGREEMENT
THIS RESTRICTED STOCK AGREEMENT ("Agreement") is made as of the 21st day
of January, 1997, by and between MEDAPHIS CORPORATION, a corporation organized
and doing business under the laws of the State of Delaware (the "Company"), and
ANGELA CALDAS WITT, a resident of the State of California (the "Recipient").
W I T N E S S E T H:
WHEREAS, the Recipient is a key employee of Health Data Sciences
Corporation, a Delaware corporation which is a wholly-owned subsidiary of the
Company ("HDS");
WHEREAS, in order to advance the interests of the Company by stimulating
the efforts of the Recipient and encouraging the Recipient to continue
Recipient's employment with HDS, the Board of Directors of the Company has
awarded to the Recipient a certain number of shares of voting common stock, par
value $.01 per share (the "Common Stock"), of the Company (the "Award"),
subject to the payment by the Recipient to the Company in cash of the aggregate
par value of the shares covered by the Award and to the restrictions contained
in this Agreement; and
WHEREAS, the Company and the Recipient wish to confirm the terms and
conditions of the Award.
NOW, THEREFORE, in consideration of the mutual covenants contained herein,
it is hereby agreed between the parties hereto as follows:
1. Grant of Award. Upon and subject to the terms, restrictions,
limitations, and conditions stated herein, the Company hereby grants to the
Recipient an Award of 5,538 shares of Common Stock (the "Shares"), effective as
of the date first written above.
2. Terms and Conditions of Award. The Award shall be subject to the
following terms and conditions:
(a) Restrictions; Vesting. The Shares shall remain restricted and
subject to the transfer and other restrictions set forth in Section 5
hereof unless and until such Shares vest and become nonforfeitable
hereunder. The Shares shall vest and become nonforfeitable hereunder in
accordance with the following schedule:
<PAGE> 2
<TABLE>
<CAPTION>
Years From Percent
Date of Grant Vested
------------- -------
<S> <C>
Less than 1 0%
1 25%
2 50%
3 75%
4 100%
</TABLE>
The Recipient acknowledges and agrees that the Compensation Committee of
the Board of Directors of the Company (the "Committee"), subject to the
provisions of Section 13 hereof, shall have the authority to change,
adjust or modify the vesting provisions of this Section 2(a) subsequent
to the date hereof in any manner deemed equitable by the Committee to
reflect changes in the Company's financial condition, results of
operation, capital structure or other matters which occur subsequent to
the date hereof, and all such changes, adjustments or modifications
effected by the Committee under this Section 2(a) shall be final,
conclusive and binding on the Recipient.
(b) Restricted Shares; Certificates. Upon grant of the Award
evidenced hereby and payment of the applicable purchase price pursuant to
Section 2(e) hereof, a certificate in respect of the Shares shall be
issued to reflect the Shares underlying the Award. Such certificate
shall be registered in the name of the Recipient and shall bear an
appropriate legend referring to the terms, conditions and restrictions
applicable to the Award. The Recipient hereby agrees not to dispose of
the Shares in violation of this Agreement and any attempt to dispose of
Shares in contravention of the terms, conditions and restrictions of this
Agreement shall be ineffective. The certificate for Shares shall be
subject to such transfer orders and other restrictions as the Committee
may deem advisable under this Agreement, the rules, regulations and other
requirements of the Securities and Exchange Commission, any stock
exchange upon which the Common Stock is listed and any applicable federal
or state securities law. The Committee shall cause a legend to be put on
any such certificate substantially in the following form:
"THE TRANSFERABILITY OF THIS CERTIFICATE AND THE SHARES OF
COMMON STOCK REPRESENTED HEREBY ARE SUBJECT TO THE TERMS AND
CONDITIONS (INCLUDING FORFEITURE) OF AN AGREEMENT ENTERED INTO
BETWEEN THE REGISTERED OWNER HEREOF AND MEDAPHIS CORPORATION. A
COPY OF SUCH AGREEMENT IS ON FILE IN THE OFFICES OF MEDAPHIS
CORPORATION."
(c) Vested Shares; Reissued Certificates. Upon the vesting of the Shares
pursuant to the terms of this Agreement, the Recipient may present, or request
the presentation of, the restricted certificate to the Company for reissuance
of a certificate which reflects that number
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<PAGE> 3
of Shares held free and clear of the restrictions set forth in this Agreement
other than those imposed by law.
(d) Custody. The Recipient acknowledges and agrees that the
certificate evidencing Shares which are restricted may be held in custody
by a bank or other institution or that the Company may itself hold such
certificate in custody until such Shares shall vest and become
nonforfeitable hereunder, and the Recipient agrees, upon the request of
the Company, to deliver a stock power endorsed in blank relating to the
Shares.
(e) Payment. The Recipient shall pay to the Company in cash the sum
of $55.38 as consideration for the Shares.
3. Termination of Employment. In the event of the termination of the
Recipient's employment by HDS or the Company or any parent or other subsidiary
corporation of the Company, the Shares which have not yet become vested and
nonforfeitable hereunder shall be forfeited to the Company and the
consideration paid by the Recipient with respect to such forfeited Shares
pursuant to Section 2(e) hereof shall be repaid by the Company to the Recipient
without any interest being paid thereon; provided, however, that in the event
of termination of the Recipient's employment by the Company or any parent or
subsidiary corporation of the Company by reason of total and permanent
disability (within the meaning of Section 22(e)(3) of the Internal Revenue Code
of 1986, as amended (the "Code")) or death, all Shares shall thereupon vest and
become nonforfeitable, so that such Recipient or his assigns or beneficiaries
shall be entitled to retain the number of Shares subject to the Award.
4. Shares Subject to Agreement.
(a) Change in Control Events. For purposes of this Agreement, "Change
in Control" shall be defined as: (1) the adoption of a plan of merger or
consolidation of the Company with any other corporation as a result of
which the holders of the outstanding voting stock of the Company as a
group would receive less than fifty percent (50%) of the voting stock of
the surviving or resulting corporation; (2) the adoption of a plan of
liquidation or the approval of the dissolution of the Company; or (3) the
sale or transfer of substantially all of the assets of the Company.
(b) The Company. In the event of a Change in Control event described
in Section 4(a)(1), (2), or (3) hereof, all Shares underlying the Award
shall become fully vested and nonforfeitable on the date immediately
preceding the effective date of the transaction contemplated by Section
4(a)(1), (2) or (3), as applicable.
(c) Liquidation of Shares After Change of Control. Upon the occurrence
of any event described in Section 4(b) hereof, the Recipient shall have
the right in connection with the closing or other consummation of such
event either to (i) sell to the Company, or the
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<PAGE> 4
surviving or resulting corporation, the Shares received under the
Award at a cash price per Share equal to the then Fair Market Value (as
hereinafter defined) of the Common Stock, or (ii) receive the number and
class of shares of stock or other securities or any other property to
which the terms of the agreement of merger, consolidation, reorganization
or other corporate transaction would entitle the Recipient to receive as
the holder of record of the number of Shares underlying the Award;
provided, however, that in the event the transaction contemplated by
Section 4(b) involves a merger to be accounted for under the "pooling of
interests" accounting method, then the Committee shall have the authority
hereunder to modify the rights of Recipient under this Section 4(c) to the
extent necessary in order to preserve the "pooling of interests"
accounting treatment for such merger. For purposes of this Agreement,
"Fair Market Value" shall mean (1) the closing price on a specified date
for a share of Common Stock as reported by The Wall Street Journal under
the Nasdaq National Market quotation system (or under any successor
quotation system) or, if the Common Stock is not traded on the Nasdaq
National Market, under the stock exchange or quotation system under which
such closing price is reported or, (2) if The Wall Street Journal does not
report such closing price, such closing price as reported by a newspaper
or trade journal selected by the Committee or, (3) if no such closing
price is available on such date, such closing price as so reported or so
quoted in accordance with Section 4(c)(i) for the immediately preceding
business day, or (4) if no newspaper or trade journal reports such closing
price or if no such price quotation is available, the price at which the
Committee acting in good faith determines through any reasonable valuation
method that a share of Common Stock might change hands between a willing
buyer and a willing seller, neither being under any compulsion to buy or
to sell and both having reasonable knowledge of the relevant facts.
5. Restrictions on Transfer. The Recipient agrees that the Shares shall
be restricted and nontransferable and shall not be sold, exchanged,
transferred, hypothecated or otherwise disposed of at any time prior to their
vesting in accordance with Sections 2(a), 3, or 4(b) hereof.
6. Rights as a Stockholder. Upon payment for the Shares pursuant to
Section 2(e) hereof and issuance of a certificate pursuant to Section 2(b)
hereof, the Recipient shall have rights as a stockholder of the Company with
respect to the Shares covered by the Award (regardless of whether such Shares
have become vested and nonforfeitable hereunder) to: (a) receive dividends in
cash or other property or other distributions or rights in respect of the Shares
(except that shares of Common Stock issued in order to effect a stock split or
any other securities issued in respect of Shares which have not yet vested and
become nonforfeitable hereunder shall be restricted on the same terms underlying
the Shares); and (b) vote the Shares as the record owner thereof.
7. No Contract of Employment. The grant of the Award to the Recipient
under this Agreement shall not constitute a contract of employment and shall
not confer on the Recipient any rights upon the Recipient's termination of
employment in addition to those, if any, expressly set forth herein.
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<PAGE> 5
8. Tax Matters; Withholding. The Recipient understands and acknowledges
that unless the Recipient makes a timely election under Section 83(b) of the
Code (a "Section 83(b) Election"), the fair market value of the Shares will be
treated as compensation income, subject to applicable withholding and
employment taxes, upon the vesting of such Shares. The Recipient further
acknowledges and understands that taxation of Recipient's compensation income
resulting from an Award (including the imposition of applicable withholding and
employment taxes) may be accelerated by the filing of a Section 83(b) Election,
but that filing such an election may be undesirable if the Shares subsequently
are forfeited under the vesting restrictions set forth herein. The Recipient
agrees that Recipient will obtain independent tax advice concerning the
desirability of filing a Section 83(b) Election with respect to the Award
evidenced hereby. The Recipient may elect (if Recipient is not subject to the
provisions of Section 16 of the Securities Exchange Act of 1934, as amended, at
the time of such election) to have withheld from the Shares issuable in
respect of an Award such number of Shares equal to the amount necessary to
satisfy any federal and state tax withholding requirements which the Company,
acting in its discretion, deems applicable to such Award. If the Recipient
does not so elect to have Shares withheld to satisfy such tax withholding
requirements, funds required to pay applicable withholding taxes shall be
obtained from other cash payments due to the Recipient from the Company or from
cash funds provided by the Recipient to the Company; and the Company shall be
authorized to retain custody (or to cause any other custodian to retain
custody) of the Shares until sufficient funds are provided by the Recipient to
the Company to pay all such withholding taxes.
9. The Committee. The Committee acting in its absolute discretion shall
exercise such powers and take such actions as are expressly called for under
this Agreement. Further, the Committee shall have the power to interpret this
Agreement and to take such other actions as the Committee deems equitable under
the circumstances, which action shall be binding upon the Company, the
Recipient and each other person directly or indirectly affected by such action.
No member of the Committee shall be liable for any action or determination
made in good faith with respect to this Agreement.
10. General Restrictions. If there is no registration statement covering
the Shares in effect under the Securities Act of 1933, as amended, then
notwithstanding anything contained herein to the contrary, no purported transfer
of such Shares shall be effective without the written opinion of counsel to the
Company that the Common Stock is being transferred in accordance with the terms
of an applicable exemption from the registration requirements of applicable
federal and state securities laws.
11. Governing Laws. This Agreement shall be construed, administered and
enforced according to the laws of the State of Georgia.
12. Successors. This Agreement shall be binding upon and inure to the
benefit of the heirs, legal representatives, successors and permitted assigns
of the parties.
-5-
<PAGE> 6
13. Amendment. This Agreement may be amended by the Committee from time
to time to the extent that the Committee deems necessary or appropriate;
provided, however, the Committee may not effect any amendment to this Agreement
which would materially impair the rights of the Recipient hereunder without the
prior written consent of Recipient.
IN WITNESS WHEREOF, the parties have executed this Agreement on the date and
year first set forth above.
MEDAPHIS CORPORATION
[CORPORATE SEAL] By: /s/ DANIEL S. CONNORS, JR.
ATTEST: -----------------------------------
Daniel S. Connors, Jr.
Senior Vice President -
Personnel & Administration
/s/ PEGGY SHERMAN
- ---------------------------------
Assistant Secretary
RECIPIENT
/s/ ANGELA CALDAS WITT (SEAL)
------------------------------------
Angela Caldas Witt
-6-
<PAGE> 1
EXHIBIT 99.2
MEDAPHIS CORPORATION
RESTRICTED STOCK AGREEMENT
THIS RESTRICTED STOCK AGREEMENT ("Agreement") is made as of the 21st day
of January, 1997, by and between MEDAPHIS CORPORATION, a corporation organized
and doing business under the laws of the State of Delaware (the "Company"), and
GARY L. DICKINSON, a resident of the State of California (the "Recipient").
W I T N E S S E T H:
WHEREAS, the Recipient is a key employee of Health Data Sciences
Corporation, a Delaware corporation which is a wholly-owned subsidiary of the
Company ("HDS");
WHEREAS, in order to advance the interests of the Company by stimulating
the efforts of the Recipient and encouraging the Recipient to continue
Recipient's employment with HDS, the Board of Directors of the Company has
awarded to the Recipient a certain number of shares of voting common stock, par
value $.01 per share (the "Common Stock"), of the Company (the "Award"),
subject to the payment by the Recipient to the Company in cash of the aggregate
par value of the shares covered by the Award and to the restrictions contained
in this Agreement; and
WHEREAS, the Company and the Recipient wish to confirm the terms and
conditions of the Award.
NOW, THEREFORE, in consideration of the mutual covenants contained herein,
it is hereby agreed between the parties hereto as follows:
1. Grant of Award. Upon and subject to the terms, restrictions,
limitations, and conditions stated herein, the Company hereby grants to the
Recipient an Award of 3,956 shares of Common Stock (the "Shares"), effective as
of the date first written above.
2. Terms and Conditions of Award. The Award shall be subject to the
following terms and conditions:
(a) Restrictions; Vesting. The Shares shall remain restricted and
subject to the transfer and other restrictions set forth in Section 5
hereof unless and until such Shares vest and become nonforfeitable
hereunder. The Shares shall vest and become nonforfeitable hereunder in
accordance with the following schedule:
<PAGE> 2
<TABLE>
<CAPTION>
Years From Percent
Date of Grant Vested
------------- -------
<S> <C>
Less than 1 0%
1 25%
2 50%
3 75%
4 100%
</TABLE>
The Recipient acknowledges and agrees that the Compensation Committee of
the Board of Directors of the Company (the "Committee"), subject to the
provisions of Section 13 hereof, shall have the authority to change,
adjust or modify the vesting provisions of this Section 2(a) subsequent
to the date hereof in any manner deemed equitable by the Committee to
reflect changes in the Company's financial condition, results of
operation, capital structure or other matters which occur subsequent to
the date hereof, and all such changes, adjustments or modifications
effected by the Committee under this Section 2(a) shall be final,
conclusive and binding on the Recipient.
(b) Restricted Shares; Certificates. Upon grant of the Award
evidenced hereby and payment of the applicable purchase price pursuant to
Section 2(e) hereof, a certificate in respect of the Shares shall be
issued to reflect the Shares underlying the Award. Such certificate
shall be registered in the name of the Recipient and shall bear an
appropriate legend referring to the terms, conditions and restrictions
applicable to the Award. The Recipient hereby agrees not to dispose of
the Shares in violation of this Agreement and any attempt to dispose of
Shares in contravention of the terms, conditions and restrictions of this
Agreement shall be ineffective. The certificate for Shares shall be
subject to such transfer orders and other restrictions as the Committee
may deem advisable under this Agreement, the rules, regulations and other
requirements of the Securities and Exchange Commission, any stock
exchange upon which the Common Stock is listed and any applicable federal
or state securities law. The Committee shall cause a legend to be put on
any such certificate substantially in the following form:
"THE TRANSFERABILITY OF THIS CERTIFICATE AND THE SHARES OF
COMMON STOCK REPRESENTED HEREBY ARE SUBJECT TO THE TERMS AND
CONDITIONS (INCLUDING FORFEITURE) OF AN AGREEMENT ENTERED INTO
BETWEEN THE REGISTERED OWNER HEREOF AND MEDAPHIS CORPORATION. A
COPY OF SUCH AGREEMENT IS ON FILE IN THE OFFICES OF MEDAPHIS
CORPORATION."
(c) Vested Shares; Reissued Certificates. Upon the vesting of the
Shares pursuant to the terms of this Agreement, the Recipient may
present, or request the presentation of, the restricted certificate to
the Company for reissuance of a certificate which reflects that number
-2-
<PAGE> 3
of Shares held free and clear of the restrictions set forth in this
Agreement other than those imposed by law.
(d) Custody. The Recipient acknowledges and agrees that the
certificate evidencing Shares which are restricted may be held in custody
by a bank or other institution or that the Company may itself hold such
certificate in custody until such Shares shall vest and become
nonforfeitable hereunder, and the Recipient agrees, upon the request of
the Company, to deliver a stock power endorsed in blank relating to the
Shares.
(e) Payment. The Recipient shall pay to the Company in cash the sum
of $39.56 as consideration for the Shares.
3. Termination of Employment. In the event of the termination of the
Recipient's employment by HDS or the Company or any parent or other subsidiary
corporation of the Company, the Shares which have not yet become vested and
nonforfeitable hereunder shall be forfeited to the Company and the
consideration paid by the Recipient with respect to such forfeited Shares
pursuant to Section 2(e) hereof shall be repaid by the Company to the Recipient
without any interest being paid thereon; provided, however, that in the event
of termination of the Recipient's employment by the Company or any parent or
subsidiary corporation of the Company by reason of total and permanent
disability (within the meaning of Section 22(e)(3) of the Internal Revenue Code
of 1986, as amended (the "Code")) or death, all Shares shall thereupon vest and
become nonforfeitable, so that such Recipient or his assigns or beneficiaries
shall be entitled to retain the number of Shares subject to the Award.
4. Shares Subject to Agreement.
(a) Change in Control Events. For purposes of this Agreement,
"Change in Control" shall be defined as: (1) the adoption of a plan of
merger or consolidation of the Company with any other corporation as a
result of which the holders of the outstanding voting stock of the
Company as a group would receive less than fifty percent (50%) of the
voting stock of the surviving or resulting corporation; (2) the adoption
of a plan of liquidation or the approval of the dissolution of the
Company; or (3) the sale or transfer of substantially all of the assets
of the Company.
(b) The Company. In the event of a Change in Control event
described in Section 4(a)(1), (2), or (3) hereof, all Shares underlying
the Award shall become fully vested and nonforfeitable on the date
immediately preceding the effective date of the transaction contemplated
by Section 4(a)(1), (2) or (3), as applicable.
(c) Liquidation of Shares After Change of Control. Upon the occurrence
of any event described in Section 4(b) hereof, the Recipient shall have the
right in connection with the closing or other consummation of such event either
to (i) sell to the Company, or the
-3-
<PAGE> 4
surviving or resulting corporation, the Shares received under the
Award at a cash price per Share equal to the then Fair Market Value (as
hereinafter defined) of the Common Stock, or (ii) receive the number and
class of shares of stock or other securities or any other property to
which the terms of the agreement of merger, consolidation, reorganization
or other corporate transaction would entitle the Recipient to receive as
the holder of record of the number of Shares underlying the Award;
provided, however, that in the event the transaction contemplated by
Section 4(b) involves a merger to be accounted for under the "pooling of
interests" accounting method, then the Committee shall have the authority
hereunder to modify the rights of Recipient under this Section 4(c) to the
extent necessary in order to preserve the "pooling of interests"
accounting treatment for such merger. For purposes of this Agreement,
"Fair Market Value" shall mean (1) the closing price on a specified date
for a share of Common Stock as reported by The Wall Street Journal under
the Nasdaq National Market quotation system (or under any successor
quotation system) or, if the Common Stock is not traded on the Nasdaq
National Market, under the stock exchange or quotation system under which
such closing price is reported or, (2) if The Wall Street Journal does not
report such closing price, such closing price as reported by a newspaper
or trade journal selected by the Committee or, (3) if no such closing
price is available on such date, such closing price as so reported or so
quoted in accordance with Section 4(c)(i) for the immediately preceding
business day, or (4) if no newspaper or trade journal reports such closing
price or if no such price quotation is available, the price at which the
Committee acting in good faith determines through any reasonable valuation
method that a share of Common Stock might change hands between a willing
buyer and a willing seller, neither being under any compulsion to buy or
to sell and both having reasonable knowledge of the relevant facts.
5. Restrictions on Transfer. The Recipient agrees that the Shares shall
be restricted and nontransferable and shall not be sold, exchanged,
transferred, hypothecated or otherwise disposed of at any time prior to their
vesting in accordance with Sections 2(a), 3, or 4(b) hereof.
6. Rights as a Stockholder. Upon payment for the Shares pursuant to
Section 2(e) hereof and issuance of a certificate pursuant to Section 2(b)
hereof, the Recipient shall have rights as a stockholder of the Company with
respect to the Shares covered by the Award (regardless of whether such Shares
have become vested and nonforfeitable hereunder) to: (a) receive dividends in
cash or other property or other distributions or rights in respect of the
Shares (except that shares of Common Stock issued in order to effect a stock
split or any other securities issued in respect of Shares which have not yet
vested and become nonforfeitable hereunder shall be restricted on the same
terms underlying the Shares); and (b) vote the Shares as the record owner
thereof.
7. No Contract of Employment. The grant of the Award to the Recipient
under this Agreement shall not constitute a contract of employment and shall
not confer on the Recipient any rights upon the Recipient's termination of
employment in addition to those, if any, expressly set forth herein.
-4-
<PAGE> 5
8. Tax Matters; Withholding. The Recipient understands and acknowledges
that unless the Recipient makes a timely election under Section 83(b) of the
Code (a "Section 83(b) Election"), the fair market value of the Shares will be
treated as compensation income, subject to applicable withholding and
employment taxes, upon the vesting of such Shares. The Recipient further
acknowledges and understands that taxation of Recipient's compensation income
resulting from an Award (including the imposition of applicable withholding and
employment taxes) may be accelerated by the filing of a Section 83(b) Election,
but that filing such an election may be undesirable if the Shares subsequently
are forfeited under the vesting restrictions set forth herein. The Recipient
agrees that Recipient will obtain independent tax advice concerning the
desirability of filing a Section 83(b) Election with respect to the Award
evidenced hereby. The Recipient may elect (if Recipient is not subject to the
provisions of Section 16 of the Securities Exchange Act of 1934, as amended, at
the time of such election) to have withheld from the Shares issuable in
respect of an Award such number of Shares equal to the amount necessary to
satisfy any federal and state tax withholding requirements which the Company,
acting in its discretion, deems applicable to such Award. If the Recipient
does not so elect to have Shares withheld to satisfy such tax withholding
requirements, funds required to pay applicable withholding taxes shall be
obtained from other cash payments due to the Recipient from the Company or from
cash funds provided by the Recipient to the Company; and the Company shall be
authorized to retain custody (or to cause any other custodian to retain
custody) of the Shares until sufficient funds are provided by the Recipient to
the Company to pay all such withholding taxes.
9. The Committee. The Committee acting in its absolute discretion shall
exercise such powers and take such actions as are expressly called for under
this Agreement. Further, the Committee shall have the power to interpret this
Agreement and to take such other actions as the Committee deems equitable under
the circumstances, which action shall be binding upon the Company, the
Recipient and each other person directly or indirectly affected by such action.
No member of the Committee shall be liable for any action or determination
made in good faith with respect to this Agreement.
10. General Restrictions. If there is no registration statement covering
the Shares in effect under the Securities Act of 1933, as amended, then
notwithstanding anything contained herein to the contrary, no purported
transfer of such Shares shall be effective without the written opinion of
counsel to the Company that the Common Stock is being transferred in accordance
with the terms of an applicable exemption from the registration requirements of
applicable federal and state securities laws.
11. Governing Laws. This Agreement shall be construed, administered and
enforced according to the laws of the State of Georgia.
12. Successors. This Agreement shall be binding upon and inure to the
benefit of the heirs, legal representatives, successors and permitted assigns
of the parties.
-5-
<PAGE> 6
13. Amendment. This Agreement may be amended by the Committee from time
to time to the extent that the Committee deems necessary or appropriate;
provided, however, the Committee may not effect any amendment to this Agreement
which would materially impair the rights of the Recipient hereunder without the
prior written consent of Recipient.
IN WITNESS WHEREOF, the parties have executed this Agreement on the date
and year first set forth above.
MEDAPHIS CORPORATION
[CORPORATE SEAL] By: /s/ DANIEL S. CONNORS, JR.
ATTEST: --------------------------------
Daniel S. Connors, Jr.
Senior Vice President -
Personnel & Administration
/s/ PEGGY SHERMAN
- ------------------------------
Assistant Secretary
RECIPIENT
/s/ GARY L. DICKINSON (SEAL)
-------------------------------
Gary L. Dickinson
-6-
<PAGE> 1
EXHIBIT 99.3
MEDAPHIS CORPORATION
RESTRICTED STOCK AGREEMENT
THIS RESTRICTED STOCK AGREEMENT ("Agreement") is made as of the 21st day
of January, 1997, by and between MEDAPHIS CORPORATION, a corporation organized
and doing business under the laws of the State of Delaware (the "Company"), and
RUDY R. HILADO, a resident of the State of California (the "Recipient").
W I T N E S S E T H:
WHEREAS, the Recipient is a key employee of Health Data Sciences
Corporation, a Delaware corporation which is a wholly-owned subsidiary of the
Company ("HDS");
WHEREAS, in order to advance the interests of the Company by stimulating
the efforts of the Recipient and encouraging the Recipient to continue
Recipient's employment with HDS, the Board of Directors of the Company has
awarded to the Recipient a certain number of shares of voting common stock, par
value $.01 per share (the "Common Stock"), of the Company (the "Award"),
subject to the payment by the Recipient to the Company in cash of the aggregate
par value of the shares covered by the Award and to the restrictions contained
in this Agreement; and
WHEREAS, the Company and the Recipient wish to confirm the terms and
conditions of the Award.
NOW, THEREFORE, in consideration of the mutual covenants contained herein,
it is hereby agreed between the parties hereto as follows:
1. Grant of Award. Upon and subject to the terms, restrictions,
limitations, and conditions stated herein, the Company hereby grants to the
Recipient an Award of 5,538 shares of Common Stock (the "Shares"), effective as
of the date first written above.
2. Terms and Conditions of Award. The Award shall be subject to the
following terms and conditions:
(a) Restrictions; Vesting. The Shares shall remain restricted and
subject to the transfer and other restrictions set forth in Section 5
hereof unless and until such Shares vest and become nonforfeitable
hereunder. The Shares shall vest and become nonforfeitable hereunder in
accordance with the following schedule:
<PAGE> 2
<TABLE>
<CAPTION>
Years From Percent
Date of Grant Vested
------------- -------
<S> <C>
Less than 1 0%
1 25%
2 50%
3 75%
4 100%
</TABLE>
The Recipient acknowledges and agrees that the Compensation Committee of
the Board of Directors of the Company (the "Committee"), subject to the
provisions of Section 13 hereof, shall have the authority to change,
adjust or modify the vesting provisions of this Section 2(a) subsequent
to the date hereof in any manner deemed equitable by the Committee to
reflect changes in the Company's financial condition, results of
operation, capital structure or other matters which occur subsequent to
the date hereof, and all such changes, adjustments or modifications
effected by the Committee under this Section 2(a) shall be final,
conclusive and binding on the Recipient.
(b) Restricted Shares; Certificates. Upon grant of the Award
evidenced hereby and payment of the applicable purchase price pursuant to
Section 2(e) hereof, a certificate in respect of the Shares shall be
issued to reflect the Shares underlying the Award. Such certificate
shall be registered in the name of the Recipient and shall bear an
appropriate legend referring to the terms, conditions and restrictions
applicable to the Award. The Recipient hereby agrees not to dispose of
the Shares in violation of this Agreement and any attempt to dispose of
Shares in contravention of the terms, conditions and restrictions of this
Agreement shall be ineffective. The certificate for Shares shall be
subject to such transfer orders and other restrictions as the Committee
may deem advisable under this Agreement, the rules, regulations and other
requirements of the Securities and Exchange Commission, any stock
exchange upon which the Common Stock is listed and any applicable federal
or state securities law. The Committee shall cause a legend to be put on
any such certificate substantially in the following form:
"THE TRANSFERABILITY OF THIS CERTIFICATE AND THE SHARES OF
COMMON STOCK REPRESENTED HEREBY ARE SUBJECT TO THE TERMS AND
CONDITIONS (INCLUDING FORFEITURE) OF AN AGREEMENT ENTERED INTO
BETWEEN THE REGISTERED OWNER HEREOF AND MEDAPHIS CORPORATION. A
COPY OF SUCH AGREEMENT IS ON FILE IN THE OFFICES OF MEDAPHIS
CORPORATION."
(c) Vested Shares; Reissued Certificates. Upon the vesting of the
Shares pursuant to the terms of this Agreement, the Recipient may
present, or request the presentation of, the restricted certificate to
the Company for reissuance of a certificate which reflects that number
-2-
<PAGE> 3
of Shares held free and clear of the restrictions set forth in this
Agreement other than those imposed by law.
(d) Custody. The Recipient acknowledges and agrees that the
certificate evidencing Shares which are restricted may be held in custody
by a bank or other institution or that the Company may itself hold such
certificate in custody until such Shares shall vest and become
nonforfeitable hereunder, and the Recipient agrees, upon the request of
the Company, to deliver a stock power endorsed in blank relating to the
Shares.
(e) Payment. The Recipient shall pay to the Company in cash the sum
of $55.38 as consideration for the Shares.
3. Termination of Employment. In the event of the termination of the
Recipient's employment by HDS or the Company or any parent or other subsidiary
corporation of the Company, the Shares which have not yet become vested and
nonforfeitable hereunder shall be forfeited to the Company and the
consideration paid by the Recipient with respect to such forfeited Shares
pursuant to Section 2(e) hereof shall be repaid by the Company to the Recipient
without any interest being paid thereon; provided, however, that in the event
of termination of the Recipient's employment by the Company or any parent or
subsidiary corporation of the Company by reason of total and permanent
disability (within the meaning of Section 22(e)(3) of the Internal Revenue Code
of 1986, as amended (the "Code")) or death, all Shares shall thereupon vest and
become nonforfeitable, so that such Recipient or his assigns or beneficiaries
shall be entitled to retain the number of Shares subject to the Award.
4. Shares Subject to Agreement.
(a) Change in Control Events. For purposes of this Agreement,
"Change in Control" shall be defined as: (1) the adoption of a plan of
merger or consolidation of the Company with any other corporation as a
result of which the holders of the outstanding voting stock of the
Company as a group would receive less than fifty percent (50%) of the
voting stock of the surviving or resulting corporation; (2) the adoption
of a plan of liquidation or the approval of the dissolution of the
Company; or (3) the sale or transfer of substantially all of the assets
of the Company.
(b) The Company. In the event of a Change in Control event
described in Section 4(a)(1), (2), or (3) hereof, all Shares underlying
the Award shall become fully vested and nonforfeitable on the date
immediately preceding the effective date of the transaction contemplated
by Section 4(a)(1), (2) or (3), as applicable.
(c) Liquidation of Shares After Change of Control. Upon the
occurrence of any event described in Section 4(b) hereof, the Recipient
shall have the right in connection with the closing or other consummation
of such event either to (i) sell to the Company, or the
-3-
<PAGE> 4
surviving or resulting corporation, the Shares received under the
Award at a cash price per Share equal to the then Fair Market Value (as
hereinafter defined) of the Common Stock, or (ii) receive the number and
class of shares of stock or other securities or any other property to
which the terms of the agreement of merger, consolidation, reorganization
or other corporate transaction would entitle the Recipient to receive as
the holder of record of the number of Shares underlying the Award;
provided, however, that in the event the transaction contemplated by
Section 4(b) involves a merger to be accounted for under the "pooling of
interests" accounting method, then the Committee shall have the authority
hereunder to modify the rights of Recipient under this Section 4(c) to the
extent necessary in order to preserve the "pooling of interests"
accounting treatment for such merger. For purposes of this Agreement,
"Fair Market Value" shall mean (1) the closing price on a specified date
for a share of Common Stock as reported by The Wall Street Journal under
the Nasdaq National Market quotation system (or under any successor
quotation system) or, if the Common Stock is not traded on the Nasdaq
National Market, under the stock exchange or quotation system under which
such closing price is reported or, (2) if The Wall Street Journal does not
report such closing price, such closing price as reported by a newspaper
or trade journal selected by the Committee or, (3) if no such closing
price is available on such date, such closing price as so reported or so
quoted in accordance with Section 4(c)(i) for the immediately preceding
business day, or (4) if no newspaper or trade journal reports such closing
price or if no such price quotation is available, the price at which the
Committee acting in good faith determines through any reasonable valuation
method that a share of Common Stock might change hands between a willing
buyer and a willing seller, neither being under any compulsion to buy or
to sell and both having reasonable knowledge of the relevant facts.
5. Restrictions on Transfer. The Recipient agrees that the Shares shall
be restricted and nontransferable and shall not be sold, exchanged,
transferred, hypothecated or otherwise disposed of at any time prior to their
vesting in accordance with Sections 2(a), 3, or 4(b) hereof.
6. Rights as a Stockholder. Upon payment for the Shares pursuant to
Section 2(e) hereof and issuance of a certificate pursuant to Section 2(b)
hereof, the Recipient shall have rights as a stockholder of the Company with
respect to the Shares covered by the Award (regardless of whether such Shares
have become vested and nonforfeitable hereunder) to: (a) receive dividends in
cash or other property or other distributions or rights in respect of the
Shares (except that shares of Common Stock issued in order to effect a stock
split or any other securities issued in respect of Shares which have not yet
vested and become nonforfeitable hereunder shall be restricted on the same
terms underlying the Shares); and (b) vote the Shares as the record owner
thereof.
7. No Contract of Employment. The grant of the Award to the Recipient
under this Agreement shall not constitute a contract of employment and shall
not confer on the Recipient any rights upon the Recipient's termination of
employment in addition to those, if any, expressly set forth herein.
-4-
<PAGE> 5
8. Tax Matters; Withholding. The Recipient understands and acknowledges
that unless the Recipient makes a timely election under Section 83(b) of the
Code (a "Section 83(b) Election"), the fair market value of the Shares will be
treated as compensation income, subject to applicable withholding and
employment taxes, upon the vesting of such Shares. The Recipient further
acknowledges and understands that taxation of Recipient's compensation income
resulting from an Award (including the imposition of applicable withholding and
employment taxes) may be accelerated by the filing of a Section 83(b) Election,
but that filing such an election may be undesirable if the Shares subsequently
are forfeited under the vesting restrictions set forth herein. The Recipient
agrees that Recipient will obtain independent tax advice concerning the
desirability of filing a Section 83(b) Election with respect to the Award
evidenced hereby. The Recipient may elect (if Recipient is not subject to the
provisions of Section 16 of the Securities Exchange Act of 1934, as amended, at
the time of such election) to have withheld from the Shares issuable in
respect of an Award such number of Shares equal to the amount necessary to
satisfy any federal and state tax withholding requirements which the Company,
acting in its discretion, deems applicable to such Award. If the Recipient
does not so elect to have Shares withheld to satisfy such tax withholding
requirements, funds required to pay applicable withholding taxes shall be
obtained from other cash payments due to the Recipient from the Company or from
cash funds provided by the Recipient to the Company; and the Company shall be
authorized to retain custody (or to cause any other custodian to retain
custody) of the Shares until sufficient funds are provided by the Recipient to
the Company to pay all such withholding taxes.
9. The Committee. The Committee acting in its absolute discretion shall
exercise such powers and take such actions as are expressly called for under
this Agreement. Further, the Committee shall have the power to interpret this
Agreement and to take such other actions as the Committee deems equitable under
the circumstances, which action shall be binding upon the Company, the
Recipient and each other person directly or indirectly affected by such action.
No member of the Committee shall be liable for any action or determination
made in good faith with respect to this Agreement.
10. General Restrictions. If there is no registration statement covering
the Shares in effect under the Securities Act of 1933, as amended, then
notwithstanding anything contained herein to the contrary, no purported
transfer of such Shares shall be effective without the written opinion of
counsel to the Company that the Common Stock is being transferred in accordance
with the terms of an applicable exemption from the registration requirements of
applicable federal and state securities laws.
11. Governing Laws. This Agreement shall be construed, administered and
enforced according to the laws of the State of Georgia.
12. Successors. This Agreement shall be binding upon and inure to the
benefit of the heirs, legal representatives, successors and permitted assigns
of the parties.
-5-
<PAGE> 6
13. Amendment. This Agreement may be amended by the Committee from time
to time to the extent that the Committee deems necessary or appropriate;
provided, however, the Committee may not effect any amendment to this Agreement
which would materially impair the rights of the Recipient hereunder without the
prior written consent of Recipient.
IN WITNESS WHEREOF, the parties have executed this Agreement on the date
and year first set forth above.
MEDAPHIS CORPORATION
[CORPORATE SEAL] By: /s/ DANIEL S. CONNORS, JR.
ATTEST: ----------------------------------
Daniel S. Connors, Jr.
Senior Vice President -
Personnel & Administration
/s/ PEGGY SHERMAN
- ----------------------------------
Assistant Secretary
RECIPIENT
/s/ R.R. HILADO (SEAL)
-----------------------------------
Rudy R. Hilado
-6-
<PAGE> 1
EXHIBIT 99.4
MEDAPHIS CORPORATION
RESTRICTED STOCK AGREEMENT
THIS RESTRICTED STOCK AGREEMENT ("Agreement") is made as of the 21st day
of January, 1997, by and between MEDAPHIS CORPORATION, a corporation organized
and doing business under the laws of the State of Delaware (the "Company"), and
KEAN E. KAUFFMAN, a resident of the State of California (the "Recipient").
W I T N E S S E T H:
WHEREAS, the Recipient is a key employee of Health Data Sciences
Corporation, a Delaware corporation which is a wholly-owned subsidiary of the
Company ("HDS");
WHEREAS, in order to advance the interests of the Company by stimulating
the efforts of the Recipient and encouraging the Recipient to continue
Recipient's employment with HDS, the Board of Directors of the Company has
awarded to the Recipient a certain number of shares of voting common stock, par
value $.01 per share (the "Common Stock"), of the Company (the "Award"),
subject to the payment by the Recipient to the Company in cash of the aggregate
par value of the shares covered by the Award and to the restrictions contained
in this Agreement; and
WHEREAS, the Company and the Recipient wish to confirm the terms and
conditions of the Award.
NOW, THEREFORE, in consideration of the mutual covenants contained herein,
it is hereby agreed between the parties hereto as follows:
1. Grant of Award. Upon and subject to the terms, restrictions,
limitations, and conditions stated herein, the Company hereby grants to the
Recipient an Award of 3,956 shares of Common Stock (the "Shares"), effective as
of the date first written above.
2. Terms and Conditions of Award. The Award shall be subject to the
following terms and conditions:
(a) Restrictions; Vesting. The Shares shall remain restricted and
subject to the transfer and other restrictions set forth in Section 5
hereof unless and until such Shares vest and become nonforfeitable
hereunder. The Shares shall vest and become nonforfeitable hereunder in
accordance with the following schedule:
<PAGE> 2
<TABLE>
<CAPTION>
Years From Percent
Date of Grant Vested
------------- -------
<S> <C>
Less than 1 0%
1 25%
2 50%
3 75%
4 100%
</TABLE>
The Recipient acknowledges and agrees that the Compensation Committee of
the Board of Directors of the Company (the "Committee"), subject to the
provisions of Section 13 hereof, shall have the authority to change,
adjust or modify the vesting provisions of this Section 2(a) subsequent
to the date hereof in any manner deemed equitable by the Committee to
reflect changes in the Company's financial condition, results of
operation, capital structure or other matters which occur subsequent to
the date hereof, and all such changes, adjustments or modifications
effected by the Committee under this Section 2(a) shall be final,
conclusive and binding on the Recipient.
(b) Restricted Shares; Certificates. Upon grant of the Award
evidenced hereby and payment of the applicable purchase price pursuant to
Section 2(e) hereof, a certificate in respect of the Shares shall be
issued to reflect the Shares underlying the Award. Such certificate
shall be registered in the name of the Recipient and shall bear an
appropriate legend referring to the terms, conditions and restrictions
applicable to the Award. The Recipient hereby agrees not to dispose of
the Shares in violation of this Agreement and any attempt to dispose of
Shares in contravention of the terms, conditions and restrictions of this
Agreement shall be ineffective. The certificate for Shares shall be
subject to such transfer orders and other restrictions as the Committee
may deem advisable under this Agreement, the rules, regulations and other
requirements of the Securities and Exchange Commission, any stock
exchange upon which the Common Stock is listed and any applicable federal
or state securities law. The Committee shall cause a legend to be put on
any such certificate substantially in the following form:
"THE TRANSFERABILITY OF THIS CERTIFICATE AND THE SHARES OF
COMMON STOCK REPRESENTED HEREBY ARE SUBJECT TO THE TERMS AND
CONDITIONS (INCLUDING FORFEITURE) OF AN AGREEMENT ENTERED INTO
BETWEEN THE REGISTERED OWNER HEREOF AND MEDAPHIS CORPORATION. A
COPY OF SUCH AGREEMENT IS ON FILE IN THE OFFICES OF MEDAPHIS
CORPORATION."
(c) Vested Shares; Reissued Certificates. Upon the vesting of the
Shares pursuant to the terms of this Agreement, the Recipient may present, or
request the presentation of, the restricted certificate to the Company for
reissuance of a certificate which reflects that number
-2-
<PAGE> 3
of Shares held free and clear of the restrictions set forth in this Agreement
other than those imposed by law.
(d) Custody. The Recipient acknowledges and agrees that the
certificate evidencing Shares which are restricted may be held in custody
by a bank or other institution or that the Company may itself hold such
certificate in custody until such Shares shall vest and become
nonforfeitable hereunder, and the Recipient agrees, upon the request of
the Company, to deliver a stock power endorsed in blank relating to the
Shares.
(e) Payment. The Recipient shall pay to the Company in cash the sum
of $39.56 as consideration for the Shares.
3. Termination of Employment. In the event of the termination of the
Recipient's employment by HDS or the Company or any parent or other subsidiary
corporation of the Company, the Shares which have not yet become vested and
nonforfeitable hereunder shall be forfeited to the Company and the
consideration paid by the Recipient with respect to such forfeited Shares
pursuant to Section 2(e) hereof shall be repaid by the Company to the Recipient
without any interest being paid thereon; provided, however, that in the event
of termination of the Recipient's employment by the Company or any parent or
subsidiary corporation of the Company by reason of total and permanent
disability (within the meaning of Section 22(e)(3) of the Internal Revenue Code
of 1986, as amended (the "Code")) or death, all Shares shall thereupon vest and
become nonforfeitable, so that such Recipient or his assigns or beneficiaries
shall be entitled to retain the number of Shares subject to the Award.
4. Shares Subject to Agreement.
(a) Change in Control Events. For purposes of this Agreement,
"Change in Control" shall be defined as: (1) the adoption of a plan of
merger or consolidation of the Company with any other corporation as a
result of which the holders of the outstanding voting stock of the
Company as a group would receive less than fifty percent (50%) of the
voting stock of the surviving or resulting corporation; (2) the adoption
of a plan of liquidation or the approval of the dissolution of the
Company; or (3) the sale or transfer of substantially all of the assets
of the Company.
(b) The Company. In the event of a Change in Control event described
in Section 4(a)(1), (2), or (3) hereof, all Shares underlying the Award
shall become fully vested and nonforfeitable on the date immediately
preceding the effective date of the transaction contemplated by Section
4(a)(1), (2) or (3), as applicable.
(c) Liquidation of Shares After Change of Control. Upon the
occurrence of any event described in Section 4(b) hereof, the Recipient
shall have the right in connection with the closing or other consummation
of such event either to (i) sell to the Company, or the
-3-
<PAGE> 4
surviving or resulting corporation, the Shares received under the
Award at a cash price per Share equal to the then Fair Market Value (as
hereinafter defined) of the Common Stock, or (ii) receive the number and
class of shares of stock or other securities or any other property to
which the terms of the agreement of merger, consolidation, reorganization
or other corporate transaction would entitle the Recipient to receive as
the holder of record of the number of Shares underlying the Award;
provided, however, that in the event the transaction contemplated by
Section 4(b) involves a merger to be accounted for under the "pooling of
interests" accounting method, then the Committee shall have the authority
hereunder to modify the rights of Recipient under this Section 4(c) to the
extent necessary in order to preserve the "pooling of interests"
accounting treatment for such merger. For purposes of this Agreement,
"Fair Market Value" shall mean (1) the closing price on a specified date
for a share of Common Stock as reported by The Wall Street Journal under
the Nasdaq National Market quotation system (or under any successor
quotation system) or, if the Common Stock is not traded on the Nasdaq
National Market, under the stock exchange or quotation system under which
such closing price is reported or, (2) if The Wall Street Journal does not
report such closing price, such closing price as reported by a newspaper
or trade journal selected by the Committee or, (3) if no such closing
price is available on such date, such closing price as so reported or so
quoted in accordance with Section 4(c)(i) for the immediately preceding
business day, or (4) if no newspaper or trade journal reports such closing
price or if no such price quotation is available, the price at which the
Committee acting in good faith determines through any reasonable valuation
method that a share of Common Stock might change hands between a willing
buyer and a willing seller, neither being under any compulsion to buy or
to sell and both having reasonable knowledge of the relevant facts.
5. Restrictions on Transfer. The Recipient agrees that the Shares shall
be restricted and nontransferable and shall not be sold, exchanged,
transferred, hypothecated or otherwise disposed of at any time prior to their
vesting in accordance with Sections 2(a), 3, or 4(b) hereof.
6. Rights as a Stockholder. Upon payment for the Shares pursuant to
Section 2(e) hereof and issuance of a certificate pursuant to Section 2(b)
hereof, the Recipient shall have rights as a stockholder of the Company with
respect to the Shares covered by the Award (regardless of whether such Shares
have become vested and nonforfeitable hereunder) to: (a) receive dividends in
cash or other property or other distributions or rights in respect of the Shares
(except that shares of Common Stock issued in order to effect a stock split or
any other securities issued in respect of Shares which have not yet vested and
become nonforfeitable hereunder shall be restricted on the same terms underlying
the Shares); and (b) vote the Shares as the record owner thereof.
7. No Contract of Employment. The grant of the Award to the Recipient
under this Agreement shall not constitute a contract of employment and shall
not confer on the Recipient any rights upon the Recipient's termination of
employment in addition to those, if any, expressly set forth herein.
-4-
<PAGE> 5
8. Tax Matters; Withholding. The Recipient understands and acknowledges
that unless the Recipient makes a timely election under Section 83(b) of the
Code (a "Section 83(b) Election"), the fair market value of the Shares will be
treated as compensation income, subject to applicable withholding and
employment taxes, upon the vesting of such Shares. The Recipient further
acknowledges and understands that taxation of Recipient's compensation income
resulting from an Award (including the imposition of applicable withholding and
employment taxes) may be accelerated by the filing of a Section 83(b) Election,
but that filing such an election may be undesirable if the Shares subsequently
are forfeited under the vesting restrictions set forth herein. The Recipient
agrees that Recipient will obtain independent tax advice concerning the
desirability of filing a Section 83(b) Election with respect to the Award
evidenced hereby. The Recipient may elect (if Recipient is not subject to the
provisions of Section 16 of the Securities Exchange Act of 1934, as amended, at
the time of such election) to have withheld from the Shares issuable in
respect of an Award such number of Shares equal to the amount necessary to
satisfy any federal and state tax withholding requirements which the Company,
acting in its discretion, deems applicable to such Award. If the Recipient
does not so elect to have Shares withheld to satisfy such tax withholding
requirements, funds required to pay applicable withholding taxes shall be
obtained from other cash payments due to the Recipient from the Company or from
cash funds provided by the Recipient to the Company; and the Company shall be
authorized to retain custody (or to cause any other custodian to retain
custody) of the Shares until sufficient funds are provided by the Recipient to
the Company to pay all such withholding taxes.
9. The Committee. The Committee acting in its absolute discretion shall
exercise such powers and take such actions as are expressly called for under
this Agreement. Further, the Committee shall have the power to interpret this
Agreement and to take such other actions as the Committee deems equitable under
the circumstances, which action shall be binding upon the Company, the
Recipient and each other person directly or indirectly affected by such action.
No member of the Committee shall be liable for any action or determination
made in good faith with respect to this Agreement.
10. General Restrictions. If there is no registration statement covering
the Shares in effect under the Securities Act of 1933, as amended, then
notwithstanding anything contained herein to the contrary, no purported
transfer of such Shares shall be effective without the written opinion of
counsel to the Company that the Common Stock is being transferred in accordance
with the terms of an applicable exemption from the registration requirements of
applicable federal and state securities laws.
11. Governing Laws. This Agreement shall be construed, administered and
enforced according to the laws of the State of Georgia.
12. Successors. This Agreement shall be binding upon and inure to the
benefit of the heirs, legal representatives, successors and permitted assigns
of the parties.
-5-
<PAGE> 6
13. Amendment. This Agreement may be amended by the Committee from time
to time to the extent that the Committee deems necessary or appropriate;
provided, however, the Committee may not effect any amendment to this Agreement
which would materially impair the rights of the Recipient hereunder without the
prior written consent of Recipient.
IN WITNESS WHEREOF, the parties have executed this Agreement on the date
and year first set forth above.
MEDAPHIS CORPORATION
[CORPORATE SEAL] By: /s/ DANIEL S. CONNORS, JR.
ATTEST: -------------------------------------
Daniel S. Connors, Jr.
Senior Vice President -
Personnel & Administration
/s/ PEGGY SHERMAN
- ----------------------------------
Assistant Secretary
RECIPIENT
/s/ KEAN E. KAUFFMAN (SEAL)
------------------------------------
Kean E. Kauffman
-6-
<PAGE> 1
EXHIBIT 99.5
MEDAPHIS CORPORATION
RESTRICTED STOCK AGREEMENT
THIS RESTRICTED STOCK AGREEMENT ("Agreement") is made as of the 21st day
of January, 1997, by and between MEDAPHIS CORPORATION, a corporation organized
and doing business under the laws of the State of Delaware (the "Company"), and
KAREN C. MILLER, a resident of the State of California (the "Recipient").
W I T N E S S E T H:
WHEREAS, the Recipient is a key employee of Health Data Sciences
Corporation, a Delaware corporation which is a wholly-owned subsidiary of the
Company ("HDS");
WHEREAS, in order to advance the interests of the Company by stimulating
the efforts of the Recipient and encouraging the Recipient to continue
Recipient's employment with HDS, the Board of Directors of the Company has
awarded to the Recipient a certain number of shares of voting common stock, par
value $.01 per share (the "Common Stock"), of the Company (the "Award"),
subject to the payment by the Recipient to the Company in cash of the aggregate
par value of the shares covered by the Award and to the restrictions contained
in this Agreement; and
WHEREAS, the Company and the Recipient wish to confirm the terms and
conditions of the Award.
NOW, THEREFORE, in consideration of the mutual covenants contained herein,
it is hereby agreed between the parties hereto as follows:
1. Grant of Award. Upon and subject to the terms, restrictions,
limitations, and conditions stated herein, the Company hereby grants to the
Recipient an Award of 6,923 shares of Common Stock (the "Shares"), effective as
of the date first written above.
2. Terms and Conditions of Award. The Award shall be subject to the
following terms and conditions:
(a) Restrictions; Vesting. The Shares shall remain restricted and
subject to the transfer and other restrictions set forth in Section 5
hereof unless and until such Shares vest and become nonforfeitable
hereunder. The Shares shall vest and become nonforfeitable hereunder in
accordance with the following schedule:
<PAGE> 2
<TABLE>
<CAPTION>
Years From Percent
Date of Grant Vested
------------- -------
<S> <C>
Less than 1 0%
1 25%
2 50%
3 75%
4 100%
</TABLE>
The Recipient acknowledges and agrees that the Compensation Committee of
the Board of Directors of the Company (the "Committee"), subject to the
provisions of Section 13 hereof, shall have the authority to change,
adjust or modify the vesting provisions of this Section 2(a) subsequent
to the date hereof in any manner deemed equitable by the Committee to
reflect changes in the Company's financial condition, results of
operation, capital structure or other matters which occur subsequent to
the date hereof, and all such changes, adjustments or modifications
effected by the Committee under this Section 2(a) shall be final,
conclusive and binding on the Recipient.
(b) Restricted Shares; Certificates. Upon grant of the Award
evidenced hereby and payment of the applicable purchase price pursuant to
Section 2(e) hereof, a certificate in respect of the Shares shall be
issued to reflect the Shares underlying the Award. Such certificate
shall be registered in the name of the Recipient and shall bear an
appropriate legend referring to the terms, conditions and restrictions
applicable to the Award. The Recipient hereby agrees not to dispose of
the Shares in violation of this Agreement and any attempt to dispose of
Shares in contravention of the terms, conditions and restrictions of this
Agreement shall be ineffective. The certificate for Shares shall be
subject to such transfer orders and other restrictions as the Committee
may deem advisable under this Agreement, the rules, regulations and other
requirements of the Securities and Exchange Commission, any stock
exchange upon which the Common Stock is listed and any applicable federal
or state securities law. The Committee shall cause a legend to be put on
any such certificate substantially in the following form:
"THE TRANSFERABILITY OF THIS CERTIFICATE AND THE SHARES OF
COMMON STOCK REPRESENTED HEREBY ARE SUBJECT TO THE TERMS AND
CONDITIONS (INCLUDING FORFEITURE) OF AN AGREEMENT ENTERED INTO
BETWEEN THE REGISTERED OWNER HEREOF AND MEDAPHIS CORPORATION. A
COPY OF SUCH AGREEMENT IS ON FILE IN THE OFFICES OF MEDAPHIS
CORPORATION."
(c) Vested Shares; Reissued Certificates. Upon the vesting of the
Shares pursuant to the terms of this Agreement, the Recipient may present, or
request the presentation of, the restricted certificate to the Company for
reissuance of a certificate which reflects that number
-2-
<PAGE> 3
of Shares held free and clear of the restrictions set forth in this Agreement
other than those imposed by law.
(d) Custody. The Recipient acknowledges and agrees that the
certificate evidencing Shares which are restricted may be held in custody
by a bank or other institution or that the Company may itself hold such
certificate in custody until such Shares shall vest and become
nonforfeitable hereunder, and the Recipient agrees, upon the request of
the Company, to deliver a stock power endorsed in blank relating to the
Shares.
(e) Payment. The Recipient shall pay to the Company in cash the sum
of $69.23 as consideration for the Shares.
3. Termination of Employment. In the event of the termination of the
Recipient's employment by HDS or the Company or any parent or other subsidiary
corporation of the Company, the Shares which have not yet become vested and
nonforfeitable hereunder shall be forfeited to the Company and the
consideration paid by the Recipient with respect to such forfeited Shares
pursuant to Section 2(e) hereof shall be repaid by the Company to the Recipient
without any interest being paid thereon; provided, however, that in the event
of termination of the Recipient's employment by the Company or any parent or
subsidiary corporation of the Company by reason of total and permanent
disability (within the meaning of Section 22(e)(3) of the Internal Revenue Code
of 1986, as amended (the "Code")) or death, all Shares shall thereupon vest and
become nonforfeitable, so that such Recipient or his assigns or beneficiaries
shall be entitled to retain the number of Shares subject to the Award.
4. Shares Subject to Agreement.
(a) Change in Control Events. For purposes of this Agreement,
"Change in Control" shall be defined as: (1) the adoption of a plan of
merger or consolidation of the Company with any other corporation as a
result of which the holders of the outstanding voting stock of the
Company as a group would receive less than fifty percent (50%) of the
voting stock of the surviving or resulting corporation; (2) the adoption
of a plan of liquidation or the approval of the dissolution of the
Company; or (3) the sale or transfer of substantially all of the assets
of the Company.
(b) The Company. In the event of a Change in Control event described
in Section 4(a)(1), (2), or (3) hereof, all Shares underlying the Award
shall become fully vested and nonforfeitable on the date immediately
preceding the effective date of the transaction contemplated by Section
4(a)(1), (2) or (3), as applicable.
(c) Liquidation of Shares After Change of Control. Upon the
occurrence of any event described in Section 4(b) hereof, the Recipient
shall have the right in connection with the closing or other consummation
of such event either to (i) sell to the Company, or the
-3-
<PAGE> 4
surviving or resulting corporation, the Shares received under the
Award at a cash price per Share equal to the then Fair Market Value (as
hereinafter defined) of the Common Stock, or (ii) receive the number and
class of shares of stock or other securities or any other property to
which the terms of the agreement of merger, consolidation, reorganization
or other corporate transaction would entitle the Recipient to receive as
the holder of record of the number of Shares underlying the Award;
provided, however, that in the event the transaction contemplated by
Section 4(b) involves a merger to be accounted for under the "pooling of
interests" accounting method, then the Committee shall have the authority
hereunder to modify the rights of Recipient under this Section 4(c) to the
extent necessary in order to preserve the "pooling of interests"
accounting treatment for such merger. For purposes of this Agreement,
"Fair Market Value" shall mean (1) the closing price on a specified date
for a share of Common Stock as reported by The Wall Street Journal under
the Nasdaq National Market quotation system (or under any successor
quotation system) or, if the Common Stock is not traded on the Nasdaq
National Market, under the stock exchange or quotation system under which
such closing price is reported or, (2) if The Wall Street Journal does not
report such closing price, such closing price as reported by a newspaper
or trade journal selected by the Committee or, (3) if no such closing
price is available on such date, such closing price as so reported or so
quoted in accordance with Section 4(c)(i) for the immediately preceding
business day, or (4) if no newspaper or trade journal reports such closing
price or if no such price quotation is available, the price at which the
Committee acting in good faith determines through any reasonable valuation
method that a share of Common Stock might change hands between a willing
buyer and a willing seller, neither being under any compulsion to buy or
to sell and both having reasonable knowledge of the relevant facts.
5. Restrictions on Transfer. The Recipient agrees that the Shares shall
be restricted and nontransferable and shall not be sold, exchanged,
transferred, hypothecated or otherwise disposed of at any time prior to their
vesting in accordance with Sections 2(a), 3, or 4(b) hereof.
6. Rights as a Stockholder. Upon payment for the Shares pursuant to
Section 2(e) hereof and issuance of a certificate pursuant to Section 2(b)
hereof, the Recipient shall have rights as a stockholder of the Company with
respect to the Shares covered by the Award (regardless of whether such Shares
have become vested and nonforfeitable hereunder) to: (a) receive dividends in
cash or other property or other distributions or rights in respect of the Shares
(except that shares of Common Stock issued in order to effect a stock split or
any other securities issued in respect of Shares which have not yet vested and
become nonforfeitable hereunder shall be restricted on the same terms underlying
the Shares); and (b) vote the Shares as the record owner thereof.
7. No Contract of Employment. The grant of the Award to the Recipient
under this Agreement shall not constitute a contract of employment and shall
not confer on the Recipient any rights upon the Recipient's termination of
employment in addition to those, if any, expressly set forth herein.
-4-
<PAGE> 5
8. Tax Matters; Withholding. The Recipient understands and acknowledges
that unless the Recipient makes a timely election under Section 83(b) of the
Code (a "Section 83(b) Election"), the fair market value of the Shares will be
treated as compensation income, subject to applicable withholding and
employment taxes, upon the vesting of such Shares. The Recipient further
acknowledges and understands that taxation of Recipient's compensation income
resulting from an Award (including the imposition of applicable withholding and
employment taxes) may be accelerated by the filing of a Section 83(b) Election,
but that filing such an election may be undesirable if the Shares subsequently
are forfeited under the vesting restrictions set forth herein. The Recipient
agrees that Recipient will obtain independent tax advice concerning the
desirability of filing a Section 83(b) Election with respect to the Award
evidenced hereby. The Recipient may elect (if Recipient is not subject to the
provisions of Section 16 of the Securities Exchange Act of 1934, as amended, at
the time of such election) to have withheld from the Shares issuable in
respect of an Award such number of Shares equal to the amount necessary to
satisfy any federal and state tax withholding requirements which the Company,
acting in its discretion, deems applicable to such Award. If the Recipient
does not so elect to have Shares withheld to satisfy such tax withholding
requirements, funds required to pay applicable withholding taxes shall be
obtained from other cash payments due to the Recipient from the Company or from
cash funds provided by the Recipient to the Company; and the Company shall be
authorized to retain custody (or to cause any other custodian to retain
custody) of the Shares until sufficient funds are provided by the Recipient to
the Company to pay all such withholding taxes.
9. The Committee. The Committee acting in its absolute discretion shall
exercise such powers and take such actions as are expressly called for under
this Agreement. Further, the Committee shall have the power to interpret this
Agreement and to take such other actions as the Committee deems equitable under
the circumstances, which action shall be binding upon the Company, the
Recipient and each other person directly or indirectly affected by such action.
No member of the Committee shall be liable for any action or determination
made in good faith with respect to this Agreement.
10. General Restrictions. If there is no registration statement covering
the Shares in effect under the Securities Act of 1933, as amended, then
notwithstanding anything contained herein to the contrary, no purported
transfer of such Shares shall be effective without the written opinion of
counsel to the Company that the Common Stock is being transferred in accordance
with the terms of an applicable exemption from the registration requirements of
applicable federal and state securities laws.
11. Governing Laws. This Agreement shall be construed, administered and
enforced according to the laws of the State of Georgia.
12. Successors. This Agreement shall be binding upon and inure to the
benefit of the heirs, legal representatives, successors and permitted assigns
of the parties.
-5-
<PAGE> 6
13. Amendment. This Agreement may be amended by the Committee from time
to time to the extent that the Committee deems necessary or appropriate;
provided, however, the Committee may not effect any amendment to this Agreement
which would materially impair the rights of the Recipient hereunder without the
prior written consent of Recipient.
IN WITNESS WHEREOF, the parties have executed this Agreement on the date
and year first set forth above.
MEDAPHIS CORPORATION
[CORPORATE SEAL] By: /s/ DANIEL S. CONNORS, JR.
ATTEST: --------------------------------
Daniel S. Connors, Jr.
Senior Vice President -
Personnel & Administration
/s/ PEGGY SHERMAN
- ---------------------------------
Assistant Secretary
RECIPIENT
/s/ KAREN C. MILLER (SEAL)
---------------------------------
Karen C. Miller
-6-
<PAGE> 1
EXHIBIT 99.6
MEDAPHIS CORPORATION
RESTRICTED STOCK AGREEMENT
THIS RESTRICTED STOCK AGREEMENT ("Agreement") is made as of the 21st day
of January, 1997, by and between MEDAPHIS CORPORATION, a corporation organized
and doing business under the laws of the State of Delaware (the "Company"), and
CINDY A. POST, a resident of the State of California (the "Recipient").
W I T N E S S E T H:
WHEREAS, the Recipient is a key employee of Health Data Sciences
Corporation, a Delaware corporation which is a wholly-owned subsidiary of the
Company ("HDS");
WHEREAS, in order to advance the interests of the Company by stimulating
the efforts of the Recipient and encouraging the Recipient to continue
Recipient's employment with HDS, the Board of Directors of the Company has
awarded to the Recipient a certain number of shares of voting common stock, par
value $.01 per share (the "Common Stock"), of the Company (the "Award"),
subject to the payment by the Recipient to the Company in cash of the aggregate
par value of the shares covered by the Award and to the restrictions contained
in this Agreement; and
WHEREAS, the Company and the Recipient wish to confirm the terms and
conditions of the Award.
NOW, THEREFORE, in consideration of the mutual covenants contained herein,
it is hereby agreed between the parties hereto as follows:
1. Grant of Award. Upon and subject to the terms, restrictions,
limitations, and conditions stated herein, the Company hereby grants to the
Recipient an Award of 5,538 shares of Common Stock (the "Shares"), effective as
of the date first written above.
2. Terms and Conditions of Award. The Award shall be subject to the
following terms and conditions:
(a) Restrictions; Vesting. The Shares shall remain restricted and
subject to the transfer and other restrictions set forth in Section 5
hereof unless and until such Shares vest and become nonforfeitable
hereunder. The Shares shall vest and become nonforfeitable hereunder in
accordance with the following schedule:
<PAGE> 2
<TABLE>
<CAPTION>
Years From Percent
Date of Grant Vested
------------- -------
<S> <C>
Less than 1 0%
1 25%
2 50%
3 75%
4 100%
</TABLE>
The Recipient acknowledges and agrees that the Compensation Committee of
the Board of Directors of the Company (the "Committee"), subject to the
provisions of Section 13 hereof, shall have the authority to change,
adjust or modify the vesting provisions of this Section 2(a) subsequent
to the date hereof in any manner deemed equitable by the Committee to
reflect changes in the Company's financial condition, results of
operation, capital structure or other matters which occur subsequent to
the date hereof, and all such changes, adjustments or modifications
effected by the Committee under this Section 2(a) shall be final,
conclusive and binding on the Recipient.
(b) Restricted Shares; Certificates. Upon grant of the Award
evidenced hereby and payment of the applicable purchase price pursuant to
Section 2(e) hereof, a certificate in respect of the Shares shall be
issued to reflect the Shares underlying the Award. Such certificate
shall be registered in the name of the Recipient and shall bear an
appropriate legend referring to the terms, conditions and restrictions
applicable to the Award. The Recipient hereby agrees not to dispose of
the Shares in violation of this Agreement and any attempt to dispose of
Shares in contravention of the terms, conditions and restrictions of this
Agreement shall be ineffective. The certificate for Shares shall be
subject to such transfer orders and other restrictions as the Committee
may deem advisable under this Agreement, the rules, regulations and other
requirements of the Securities and Exchange Commission, any stock
exchange upon which the Common Stock is listed and any applicable federal
or state securities law. The Committee shall cause a legend to be put on
any such certificate substantially in the following form:
"THE TRANSFERABILITY OF THIS CERTIFICATE AND THE SHARES OF
COMMON STOCK REPRESENTED HEREBY ARE SUBJECT TO THE TERMS AND
CONDITIONS (INCLUDING FORFEITURE) OF AN AGREEMENT ENTERED INTO
BETWEEN THE REGISTERED OWNER HEREOF AND MEDAPHIS CORPORATION. A
COPY OF SUCH AGREEMENT IS ON FILE IN THE OFFICES OF MEDAPHIS
CORPORATION."
(c) Vested Shares; Reissued Certificates. Upon the vesting of the Shares
pursuant to the terms of this Agreement, the Recipient may present, or request
the presentation of, the restricted certificate to the Company for reissuance
of a certificate which reflects that number
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<PAGE> 3
of Shares held free and clear of the restrictions set forth in this
Agreement other than those imposed by law.
(d) Custody. The Recipient acknowledges and agrees that the
certificate evidencing Shares which are restricted may be held in custody
by a bank or other institution or that the Company may itself hold such
certificate in custody until such Shares shall vest and become
nonforfeitable hereunder, and the Recipient agrees, upon the request of
the Company, to deliver a stock power endorsed in blank relating to the
Shares.
(e) Payment. The Recipient shall pay to the Company in cash the sum
of $55.38 as consideration for the Shares.
3. Termination of Employment. In the event of the termination of the
Recipient's employment by HDS or the Company or any parent or other subsidiary
corporation of the Company, the Shares which have not yet become vested and
nonforfeitable hereunder shall be forfeited to the Company and the
consideration paid by the Recipient with respect to such forfeited Shares
pursuant to Section 2(e) hereof shall be repaid by the Company to the Recipient
without any interest being paid thereon; provided, however, that in the event
of termination of the Recipient's employment by the Company or any parent or
subsidiary corporation of the Company by reason of total and permanent
disability (within the meaning of Section 22(e)(3) of the Internal Revenue Code
of 1986, as amended (the "Code")) or death, all Shares shall thereupon vest and
become nonforfeitable, so that such Recipient or his assigns or beneficiaries
shall be entitled to retain the number of Shares subject to the Award.
4. Shares Subject to Agreement.
(a) Change in Control Events. For purposes of this Agreement,
"Change in Control" shall be defined as: (1) the adoption of a plan of
merger or consolidation of the Company with any other corporation as a
result of which the holders of the outstanding voting stock of the
Company as a group would receive less than fifty percent (50%) of the
voting stock of the surviving or resulting corporation; (2) the adoption
of a plan of liquidation or the approval of the dissolution of the
Company; or (3) the sale or transfer of substantially all of the assets
of the Company.
(b) The Company. In the event of a Change in Control event described
in Section 4(a)(1), (2), or (3) hereof, all Shares underlying the Award
shall become fully vested and nonforfeitable on the date immediately
preceding the effective date of the transaction contemplated by Section
4(a)(1), (2) or (3), as applicable.
(c) Liquidation of Shares After Change of Control. Upon the
occurrence of any event described in Section 4(b) hereof, the Recipient
shall have the right in connection with the closing or other consummation
of such event either to (i) sell to the Company, or the
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<PAGE> 4
surviving or resulting corporation, the Shares received under the
Award at a cash price per Share equal to the then Fair Market Value (as
hereinafter defined) of the Common Stock, or (ii) receive the number and
class of shares of stock or other securities or any other property to
which the terms of the agreement of merger, consolidation, reorganization
or other corporate transaction would entitle the Recipient to receive as
the holder of record of the number of Shares underlying the Award;
provided, however, that in the event the transaction contemplated by
Section 4(b) involves a merger to be accounted for under the "pooling of
interests" accounting method, then the Committee shall have the authority
hereunder to modify the rights of Recipient under this Section 4(c) to the
extent necessary in order to preserve the "pooling of interests"
accounting treatment for such merger. For purposes of this Agreement,
"Fair Market Value" shall mean (1) the closing price on a specified date
for a share of Common Stock as reported by The Wall Street Journal under
the Nasdaq National Market quotation system (or under any successor
quotation system) or, if the Common Stock is not traded on the Nasdaq
National Market, under the stock exchange or quotation system under which
such closing price is reported or, (2) if The Wall Street Journal does not
report such closing price, such closing price as reported by a newspaper
or trade journal selected by the Committee or, (3) if no such closing
price is available on such date, such closing price as so reported or so
quoted in accordance with Section 4(c)(i) for the immediately preceding
business day, or (4) if no newspaper or trade journal reports such closing
price or if no such price quotation is available, the price at which the
Committee acting in good faith determines through any reasonable valuation
method that a share of Common Stock might change hands between a willing
buyer and a willing seller, neither being under any compulsion to buy or
to sell and both having reasonable knowledge of the relevant facts.
5. Restrictions on Transfer. The Recipient agrees that the Shares shall
be restricted and nontransferable and shall not be sold, exchanged,
transferred, hypothecated or otherwise disposed of at any time prior to their
vesting in accordance with Sections 2(a), 3, or 4(b) hereof.
6. Rights as a Stockholder. Upon payment for the Shares pursuant to
Section 2(e) hereof and issuance of a certificate pursuant to Section 2(b)
hereof, the Recipient shall have rights as a stockholder of the Company with
respect to the Shares covered by the Award (regardless of whether such Shares
have become vested and nonforfeitable hereunder) to: (a) receive dividends in
cash or other property or other distributions or rights in respect of the Shares
(except that shares of Common Stock issued in order to effect a stock split or
any other securities issued in respect of Shares which have not yet vested and
become nonforfeitable hereunder shall be restricted on the same terms underlying
the Shares); and (b) vote the Shares as the record owner thereof.
7. No Contract of Employment. The grant of the Award to the Recipient
under this Agreement shall not constitute a contract of employment and shall
not confer on the Recipient any rights upon the Recipient's termination of
employment in addition to those, if any, expressly set forth herein.
-4-
<PAGE> 5
8. Tax Matters; Withholding. The Recipient understands and acknowledges
that unless the Recipient makes a timely election under Section 83(b) of the
Code (a "Section 83(b) Election"), the fair market value of the Shares will be
treated as compensation income, subject to applicable withholding and
employment taxes, upon the vesting of such Shares. The Recipient further
acknowledges and understands that taxation of Recipient's compensation income
resulting from an Award (including the imposition of applicable withholding and
employment taxes) may be accelerated by the filing of a Section 83(b) Election,
but that filing such an election may be undesirable if the Shares subsequently
are forfeited under the vesting restrictions set forth herein. The Recipient
agrees that Recipient will obtain independent tax advice concerning the
desirability of filing a Section 83(b) Election with respect to the Award
evidenced hereby. The Recipient may elect (if Recipient is not subject to the
provisions of Section 16 of the Securities Exchange Act of 1934, as amended, at
the time of such election) to have withheld from the Shares issuable in
respect of an Award such number of Shares equal to the amount necessary to
satisfy any federal and state tax withholding requirements which the Company,
acting in its discretion, deems applicable to such Award. If the Recipient
does not so elect to have Shares withheld to satisfy such tax withholding
requirements, funds required to pay applicable withholding taxes shall be
obtained from other cash payments due to the Recipient from the Company or from
cash funds provided by the Recipient to the Company; and the Company shall be
authorized to retain custody (or to cause any other custodian to retain
custody) of the Shares until sufficient funds are provided by the Recipient to
the Company to pay all such withholding taxes.
9. The Committee. The Committee acting in its absolute discretion shall
exercise such powers and take such actions as are expressly called for under
this Agreement. Further, the Committee shall have the power to interpret this
Agreement and to take such other actions as the Committee deems equitable under
the circumstances, which action shall be binding upon the Company, the
Recipient and each other person directly or indirectly affected by such action.
No member of the Committee shall be liable for any action or determination
made in good faith with respect to this Agreement.
10. General Restrictions. If there is no registration statement covering
the Shares in effect under the Securities Act of 1933, as amended, then
notwithstanding anything contained herein to the contrary, no purported
transfer of such Shares shall be effective without the written opinion of
counsel to the Company that the Common Stock is being transferred in accordance
with the terms of an applicable exemption from the registration requirements of
applicable federal and state securities laws.
11. Governing Laws. This Agreement shall be construed, administered and
enforced according to the laws of the State of Georgia.
12. Successors. This Agreement shall be binding upon and inure to the
benefit of the heirs, legal representatives, successors and permitted assigns
of the parties.
-5-
<PAGE> 6
13. Amendment. This Agreement may be amended by the Committee from time
to time to the extent that the Committee deems necessary or appropriate;
provided, however, the Committee may not effect any amendment to this Agreement
which would materially impair the rights of the Recipient hereunder without the
prior written consent of Recipient.
IN WITNESS WHEREOF, the parties have executed this Agreement on the date
and year first set forth above.
MEDAPHIS CORPORATION
[CORPORATE SEAL] By: /s/ DANIEL S. CONNORS, JR.
ATTEST: --------------------------------
Daniel S. Connors, Jr.
Senior Vice President -
Personnel & Administration
/s/ PEGGY SHERMAN
- ------------------------------
Assistant Secretary
RECIPIENT
/s/ CINDY A. POST (SEAL)
---------------------------------
Cindy A. Post
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