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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 18, 1998
REGISTRATION NO. 333 -
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
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MEDAPHIS CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 58-1651222
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2700 CUMBERLAND PARKWAY
SUITE 300
ATLANTA, GEORGIA 30339
(Address, including zip code, of registrant's principal executive offices)
MEDAPHIS CORPORATION EMPLOYEE STOCK PURCHASE PLAN
(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)
COPY TO:
RANDOLPH L. M. HUTTO, ESQ.
MEDAPHIS CORPORATION
2700 CUMBERLAND PARKWAY
SUITE 300
ATLANTA, GEORGIA 30339
(770) 444-5300
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
===================================================================================================================
Proposed Proposed
Maximum Maximum Amount of
Amount to Offering Price Per Aggregate Registration
Title of Securities to be Registered be Registered Share(1) Offering Price(1) Fee
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<S> <C> <C> <C> <C>
Common Stock, par value $.01 per share......... 700,000 $10.58 $7,406,000 $2,184.77
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</TABLE>
(1) Estimated solely for the purpose of computing the registration fee
pursuant to Rule 457(h) on the basis of the high and low prices of
Common Stock of Medaphis Corporation on February 13, 1998.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
The contents of the Registrant's Registration Statement on Form S-8,
File Number 333-07201, are incorporated herein by reference.
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, 1997, filed on February 2, 1998;
(b) All reports filed by the Registrant pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), since December 31, 1997; and
(c) The description of the Registrant's 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 6. Indemnification of Directors and Officers
The following summary is qualified in its entirety by reference to the
complete text of the statute, Amended and Restated Certificate of Incorporation,
as amended, Amended and Restated By-Laws and agreement referred to below.
The Registrant's Amended and Restated By-Laws provide that each person
who was or is made a party to, is threatened to be made a party to or is
otherwise involved in any action, suit or proceeding, whether civil, criminal,
administrative or investigative, by reason of the fact that he is or was a
director, officer, employee or agent of the Registrant (or is or was serving at
the request of the Registrant as a director, officer, employee or agent of
another entity), will be indemnified and held harmless by the Registrant to the
fullest extent permitted by the Delaware General Corporation Law as it currently
exists or is later amended.
Under Section 145 of the Delaware General Corporation Law, a
corporation may indemnify a director, officer, employee or agent of the
corporation (or other entity if such person is serving in such capacity at the
corporation's request) against expenses (including attorneys' fees), judgments,
fines and amounts paid in settlement actually and reasonably incurred by him if
he acted in good faith and in a manner he reasonably believed to be in, or not
opposed to, the best interests of the corporation and, with respect to any
criminal action or proceeding, had no reasonable cause to believe his conduct
was unlawful. In the case of an action brought by or in the right of the
corporation, the corporation may indemnify a director, officer, employee or
agent of the corporation (or other entity if such person is serving in such
capacity at the corporation's request) against expenses (including attorneys'
fees) actually and reasonably incurred by him if he acted in good faith and in a
manner he reasonably believed to be in, or not opposed
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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 persons shall
have been adjudged to be liable to the corporation unless a court determines
that, despite the adjudication of liability but in view of all the circumstances
of the case, such person is fairly and reasonably entitled to indemnification
for such expenses as the court shall deem proper. Expenses (including attorneys'
fees) incurred by an officer or director in defending any civil, criminal,
administrative or investigative action, suit or proceeding may be paid by the
corporation in advance of the final disposition of such action, suit or
proceeding upon receipt of an undertaking by or on behalf of such director or
officer to repay such amount if it shall ultimately be determined that he is not
entitled to be indemnified by the corporation.
The Registrant's Amended and Restated Certificate of Incorporation, as
amended, provides that a director of the Registrant shall not be personally
liable to the Registrant or its stockholders for monetary damages for breach of
fiduciary duty as a director, except for liability (i) for any breach of the
director's duty of loyalty to the Registrant or its stockholders, (ii) for any
acts or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) under Section 174 of the Delaware General
Corporation Law or (iv) for any transaction in which the director derived an
improper personal benefit.
In addition, the Registrant and 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 Delaware General
Corporation Law as it presently exists or to such greater extent as such law may
subsequently be amended.
The Registrant maintains directors and officers liability insurance.
Such policies have a deductible of $150,000 and an annual per occurrence and
aggregate cap on coverage of $50 million.
Item 8. Exhibits.
Exhibit Description
4.1 Amended and Restated Certificate of Incorporation of
Registrant (incorporated by reference to Exhibit 3.1 of
Registrant's Registration Statement on Form S-1, File No.
33-42216).
4.2 Certificate of Amendment of Amended and Restated Certificate
of Incorporation of Registrant (incorporated by reference to
Exhibit 3 of Registrant's Quarterly Report on Form 10-Q for
the Quarterly Period Ended March 31, 1993).
4.3 Certificate of Amendment of Amended and Restated Certificate
of Incorporation of Registrant (incorporated by reference to
Exhibit 3.3 of Registrant's Registration Statement on Form
8-A/A, filed on March 28, 1995).
4.4 Certificate of Amendment of Amended and Restated Certificate
of Incorporation of Registrant (incorporated by reference to
Exhibit 4.4 of Registrant's Registration Statement on Form
S-8, Registration No. 333-03213).
4.5 Certificate of Amendment of Amended and Restated Certificate
of Incorporation of Registrant (incorporation by reference to
Exhibit 3.5 to Quarterly Report on Form 10-Q for the quarterly
period ended June 30, 1997).
4.6 Amended and Restated By-Laws of Registrant (incorporated by
reference to Exhibit 3.2 of Registrant's 1992 Form 10-K, File
No. 000-19480).
5 Opinion of Randolph L. M. Hutto, Esq. regarding legality of
shares being registered.
23.1 Consent of Price Waterhouse LLP
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Medaphis
Corporation certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Atlanta, State of Georgia, on this 18th day of
February, 1998.
MEDAPHIS CORPORATION
By: /s/ David E. McDowell
------------------------------------
David E. McDowell
Chairman and Chief Executive
Officer
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Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
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<S> <C> <C>
/s/ David E. McDowell Chairman, Chief Executive February 18, 1998
- ------------------------------ Officer and Director
David E. McDowell
/s/ Allen W. Ritchie Executive Vice February 18, 1998
- ------------------------------ President and
Allen W. Ritchie Chief Financial
Officer
/s/ Mark P. Colonnese Vice President and February 18, 1998
- ------------------------------ Corporate Controller
Mark P. Colonnese
/s/ Robert C. Bellas, Jr. Director February 18, 1998
- ------------------------------
Robert C. Bellas, Jr.
/s/ David R. Holbrooke, M.D. Director February 18, 1998
- ------------------------------
David R. Holbrooke, M.D.
/s/ John C. Pope Director February 18, 1998
- ------------------------------
John C. Pope
/s/ Dennis A. Pryor Director February 18, 1998
- ------------------------------
Dennis A. Pryor
/s/ C. Christopher Trower Director February 18, 1998
- ------------------------------
C. Christopher Trower
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Description Page
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<S> <C> <C>
4.1 Amended and Restated Certificate of Incorporation of
Registrant (incorporated by reference to Exhibit 3.1 of
Registrant's Registration Statement on Form S-1, File No.
33-42216).
4.2 Certificate of Amendment of Amended and Restated Certificate
of Incorporation of Registrant (incorporated by reference to
Exhibit 3 of Registrant's Quarterly Report on Form 10-Q for
the Quarterly Period Ended March 31, 1993).
4.3 Certificate of Amendment of Amended and Restated Certificate
of Incorporation of Registrant (incorporated by reference to
Exhibit 3.3 of Registrant's Registration Statement on Form
8-A/A, filed on March 28, 1995).
4.4 Certificate of Amendment of Amended and Restated Certificate
of Incorporation of Registrant (incorporated by reference to
Exhibit 4.4 of Registrant's Registration Statement on Form
S-8, Registration No. 333-03213).
4.5 Certificate of Amendment of Amended and Restated Certificate
of Incorporation of Registrant (incorporation by reference to
Exhibit 3.5 to Quarterly Report on Form 10-Q for the quarterly
period ended June 30, 1997).
4.6 Amended and Restated By-Laws of Registrant (incorporated by
reference to Exhibit 3.2 of Registrant's 1992 Form 10-K, File
No. 000-19480).
5 Opinion of Randolph L. M. Hutto, Esq. regarding legality of
shares being registered.
23.1 Consent of Price Waterhouse LLP
</TABLE>
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EXHIBIT 5
OPINION OF RANDOLPH L. M. HUTTO, ESQ.
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[MEDAPHIS
LETTERHEAD]
February 18,1998
Medaphis Corporation
2700 Cumberland Parkway
Suite 300
Atlanta, Georgia 30339
Re: Medaphis Corporation -- Form S-8 Registration Statement
Ladies and Gentlemen:
I am the General Counsel of Medaphis Corporation, a Delaware
corporation ( the "Company"). In connection with the proposed filing with the
Securities and Exchange Commission of a Registration Statement on Form S-8 (the
"Registration Statement") relating to 700,000 shares of the Company's voting
common stock, par value $.01 per share ("Common Stock"), to be offered pursuant
to the Medaphis Corporation Employee Stock Purchase Plan, as amended (the
"Plan"), I have examined and relied upon such records, documents, certificates
and other instruments as in my judgment are necessary or appropriate to form the
basis for the opinion set forth below. In all such examinations, I have assumed
the genuineness of signatures on original documents and the conformity to such
original documents of all copies submitted to me as certified, conformed or
photographic copies, and as to any certificates of public officials, I have
assumed the same to have been properly given and to be accurate.
This opinion is limited in all respects to the federal laws of the
United States of America and the laws of the State of Delaware, and no opinion
is expressed with respect to the laws of any other jurisdiction or any effect
which such laws may have on the opinion expressed below.
Based upon the foregoing and subject to the limitations, qualifications
and assumptions set forth herein, I am of the opinion that the shares of Common
Stock to be issued upon the exercise of options (the "Options") granted to
participants under the Plan are duly authorized and, assuming that (i) the
shares of Common Stock so issuable continue to be duly authorized on the dates
of exercise of the Options; (ii) prior to the dates of exercise of the Options,
the stockholders of the Company have approved an increase in the number of
shares of Common Stock available for sale under the Plan, as provided in the
Third Amendment to the Plan; (iii) on such dates of exercise the Options will
constitute the legal, valid, and binding obligations of the Company and will
(subject to applicable bankruptcy, insolvency, and other laws affecting the
enforceability of creditors' rights generally) be enforceable as to the Company
in accordance with the terms of the Plan; and (iv) no change occurs in the
applicable law or the pertinent facts, then, when the Options are duly and
effectively exercised in accordance with the terms of the Plan, the shares of
Common Stock so issuable will be validly issued, fully paid and nonassessable.
I consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ Randolph L. M. Hutto
Randolph L. M. Hutto
General Counsel
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EXHIBIT 23.1
CONSENT OF PRICE WATERHOUSE LLP
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CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of Medaphis Corporation of our report dated January 27,
1998, which appears on page F-1 of Medaphis Corporation's Annual Report on Form
10-K for the fiscal year ended December 31, 1997. We also consent to the
incorporation by reference of our report on the Financial Statement Schedule,
which appears on page F-30 of such Annual Report on Form 10-K.
/s/ Price Waterhouse LLP
PRICE WATERHOUSE LLP
Atlanta, GA
February 13, 1998
