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As filed with the Securities and Exchange Commission on May 10, 1999
REGISTRATION NO. 333 -
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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MEDAPHIS CORPORATION
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C>
DELAWARE 58-1651222
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
</TABLE>
2840 MT. WILKINSON PARKWAY
SUITE 300
ATLANTA, GEORGIA 30339
(Address, including zip code, of registrant's principal executive offices)
MEDAPHIS CORPORATION NON-QUALIFIED STOCK OPTION PLAN
FOR NON-EXECUTIVE EMPLOYEES, AS AMENDED
(Full title of plan)
RANDOLPH L. M. HUTTO
EXECUTIVE VICE PRESIDENT AND GENERAL COUNSEL
2840 MT. WILKINSON PARKWAY
SUITE 300
ATLANTA, GEORGIA 30339
(770) 444-5300
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
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
<S> <C> <C> <C> <C>
Common Stock, par value $.01 per share......... 2,000,000 $3.50 $7,000,000.00 $1946.00
</TABLE>
(1) Estimated solely for the purpose of computing the registration fee
pursuant to Rule 457(h) on the basis of the high and low prices of
Common Stock of Medaphis Corporation on May 4, 1999.
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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 333-60729 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, 1998, filed on March 19, 1999;
(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, 1998; 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 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
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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.
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<CAPTION>
Exhibit Description
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<S> <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
(incorporated by reference to Exhibit 3.5 of Registrant's 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 3.5 of Registrant's Quarterly Report on
Form 10-Q for the quarterly period ended September 30,
1998).
5 Opinion of Randolph L. M. Hutto, Esq. regarding the legality of shares being registered.
23.1 Consent of PricewaterhouseCoopers LLP
</TABLE>
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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 6th day of
May, 1999.
MEDAPHIS CORPORATION
By: /s/ ALLEN W. RITCHIE
---------------------------------
Allen W. Ritchie
President 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 and Director May 6, 1999
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David E. McDowell
/s/ ALLEN W. RITCHIE President and May 6, 1999
- ------------------------------------- Chief Executive Officer
Allen W. Ritchie
/s/ WAYNE A. TANNER Executive Vice President and May 6, 1999
- ------------------------------------- Chief Financial Officer
Wayne A. Tanner
/s/ RODERICK M. HILLS Director May 6, 1999
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Roderick M. Hills
/s/ DAVID R. HOLBROOKE Director May 6, 1999
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David R. Holbrooke, M.D.
/s/ KEVIN E. MOLEY Director May 6, 1999
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Kevin E. Moley
/s/ JOHN C. POPE Director May 6, 1999
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John C. Pope
/s/ C. CHRISTOPHER TROWER Director May 6, 1999
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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 (incorporated by reference to Exhibit 3.5 of Registrant's 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 3.5
of Registrant's Quarterly Report on Form 10-Q for the quarterly period ended September
30, 1998).
5 Opinion of Randolph L. M. Hutto, Esq. regarding the legality of shares being registered.
23.1 Consent of PricewaterhouseCoopers LLP
</TABLE>
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EXHIBIT 5
OPINION OF RANDOLPH L. M. HUTTO, ESQ.
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[MEDAPHIS
CORPORATION
LETTERHEAD]
May 6,1999
Medaphis Corporation
2840 Mt. Wilkinson 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 2,000,000 shares of the Company's voting common stock,
par value $.01 per share ("Common Stock"), to be offered pursuant to the
Medaphis Corporation Non-Qualified Stock Option Plan for Non- Executive
Employees, 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
eligible employees 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) 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 (iii) 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 PRICEWATERHOUSECOOPERS 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 our report dated February 10, 1999 relating to the
financial statements, which appears in the Medaphis Corporation's Annual Report
on Form 10-K for the year ended December 31, 1998. We also consent to the
incorporation by reference of our report dated February 10, 1999 relating to the
financial statement schedule, which appears in such Annual Report on Form 10-K.
/s/ PRICEWATERHOUSECOOPERS LLP
PricewaterhouseCoopers LLP
Atlanta, Georgia
May 10, 1999
