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As filed with the Securities and Exchange Commission on May 16, 2000
REGISTRATION NO. 333 - _____
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UNITED STATES
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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PER-SE TECHNOLOGIES, INC.
(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.)
2840 MT. WILKINSON PARKWAY
ATLANTA, GEORGIA 30339
(Address, including zip code, of registrant's principal executive offices)
SECOND AMENDED AND RESTATED PER-SE TECHNOLOGIES, INC.
NON-QUALIFIED STOCK OPTION PLAN, AS AMENDED
(Full title of plan)
RANDOLPH L. M. HUTTO
EXECUTIVE VICE PRESIDENT AND GENERAL COUNSEL
2840 MT. WILKINSON PARKWAY
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
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Proposed Proposed Amount of
Amount to Maximum Maximum Registration
Title of Securities to be Registered be Registered Offering Price Aggregate Fee
Per Share(1) Offering Price(1)
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<S> <C> <C> <C> <C>
Common Stock, par value $.01 per share........ 3,000,000 $6.84 $20,520,000.00 $5,417.28
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(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 Per-Se Technologies, Inc. on May 10, 2000.
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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 333-07203 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, 1999, filed on March 27, 2000;
(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, 1999;
(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, and any
amendment or report filed for the purpose of updating such
description; and
(d) The description of Rights set forth in the
Registration Statement on Form 8-A filed February 12, 1999, and any
amendment or report filed for the purpose of updating such
description.
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 opinion of counsel as to the legality of the securities registered
hereunder is given by Randolph L. M. Hutto, Executive Vice President, General
Counsel and Secretary of the Registrant. As of the date hereof, Mr. Hutto
beneficially owns approximately 67,556 shares of the Registrant's Common Stock.
Item 6. Indemnification of Directors and Officers
The following summary is qualified in its entirety by reference to the
complete text of the statute, the Restated Certificate of Incorporation,
Restated By-Laws and agreement referred to below.
The Registrant's 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.
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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 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 Restated Certificate of Incorporation 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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Exhibit Description
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4.1 Restated Certificate of Incorporation of Registrant (incorporated by
reference to Exhibit 3.1 to Annual Report on Form 10-K for the year
ended December 31, 1999).
4.2 Restated By-Laws of Registrant (incorporated by reference to Exhibit
3.2 to Annual Report on Form 10-K for the year ended December 31,
1999).
4.3 Specimen Common Stock Certificate (incorporated by reference to
Exhibit 4.1 to Annual Report on Form 10-K for the year ended December
31, 1999).
4.4 Rights Agreement dated as of February 11, 1999, between Registrant and
American Stock Transfer & Trust Company (including form of rights
certificates) (incorporated by reference to Exhibit 4 to Current
Report on Form 8-K filed on February 12, 1999).
4.5 First Amendment to Rights Agreement dated as of February 11, 1999,
between Registrant and American Stock Transfer & Trust Company,
entered into as of May 4, 2000 (incorporated by reference to Exhibit
4.4 to Quarterly Report on Form 10-Q for the quarter ended March 31,
2000).
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5 Opinion of Randolph L. M. Hutto, Esq. regarding the legality of shares
being registered.
23.1 Consent of PricewaterhouseCoopers LLP
99.1 Form of Option Agreement relating to Registrant's Second Amended and
Restated Non-Qualified Stock Option Plan (incorporated by reference to
Exhibit 4.2 to Annual Report on Form 10-K for the year ended December
31, 1999).
99.2 Second Amended and Restated Per-Se Technologies, Inc. Non-Qualified
Stock Option Plan (incorporated by reference to Exhibit 10.1 to Annual
Report on Form 10-K for the year ended December 31, 1999).
99.3 First Amendment to Second Amended and Restated Per-Se Technologies,
Inc. Non-Qualified Stock Option Plan (incorporated by reference to
Exhibit 10.45 to Annual Report on Form 10-K for the year ended
December 31, 1999).
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Per-Se
Technologies, Inc. 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 16th day of
May, 2000.
PER-SE TECHNOLOGIES, INC.
By: /s/ ALLEN W. RITCHIE
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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.
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Signature Title Date
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/s/ DAVID E. MCDOWELL Chairman and Director May 16, 2000
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David E. McDowell
/s/ ALLEN W. RITCHIE President, Chief Executive May 16, 2000
- --------------------------------------- Officer and Director
Allen W. Ritchie
/s/ WAYNE A. TANNER Executive Vice President and May 16, 2000
- --------------------------------------- Chief Financial Officer
Wayne A. Tanner
/s/ MARY C. BLACKADAR Vice President and Controller May 16, 2000
- --------------------------------------- (Principal Accounting Officer)
Mary C. Blackadar
/s/ RODERICK M. HILLS Director May 16, 2000
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Roderick M. Hills
/s/ DAVID R. HOLBROOKE Director May 16, 2000
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David R. Holbrooke, M.D.
/s/ KEVIN E. MOLEY Director May 16, 2000
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Kevin E. Moley
/s/ JOHN C. POPE Director May 16, 2000
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John C. Pope
/s/ C. CHRISTOPHER TROWER Director May 16, 2000
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C. Christopher Trower
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EXHIBIT INDEX
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Exhibit Description Page
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4.1 Restated Certificate of Incorporation of Registrant (incorporated
by reference to Exhibit 3.1 to Annual Report on Form 10-K for the
year ended December 31, 1999).
4.2 Restated By-Laws of Registrant (incorporated by reference to
Exhibit 3.2 to Annual Report on Form 10-K for the year ended
December 31, 1999).
4.3 Specimen Common Stock Certificate (incorporated by reference to
Exhibit 4.1 to Annual Report on Form 10-K for the year ended
December 31, 1999).
4.4 Rights Agreement dated as of February 11, 1999, between Registrant
and American Stock Transfer & Trust Company (including form of
rights certificates) (incorporated by reference to Exhibit 4 to
Current Report on Form 8-K filed on February 12, 1999).
4.5 First Amendment to Rights Agreement dated as of February 11, 1999,
between Registrant and American Stock Transfer & Trust Company,
entered into as of May 4, 2000 (incorporated by reference to
Exhibit 4.4 to Quarterly Report on Form 10-Q for the quarter ended
March 31, 2000).
5 Opinion of Randolph L. M. Hutto, Esq. regarding the legality of
shares being registered.
23.1 Consent of PricewaterhouseCoopers LLP
99.1 Form of Option Agreement relating to Registrant's Second Amended
and Restated Non-Qualified Stock Option Plan (incorporated by
reference to Exhibit 4.2 to Annual Report on Form 10-K for the year
ended December 31, 1999).
99.2 Second Amended and Restated Per-Se Technologies, Inc. Non-Qualified
Stock Option Plan (incorporated by reference to Exhibit 10.1 to
Annual Report on Form 10-K for the year ended December 31, 1999).
99.3 First Amendment to Second Amended and Restated Per-Se Technologies,
Inc. Non-Qualified Stock Option Plan (incorporated by reference to
Exhibit 10.45 to Annual Report on Form 10-K for the year ended
December 31, 1999).
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EXHIBIT 5
OPINION OF RANDOLPH L. M. HUTTO, ESQ.
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[PER-SE TECHNOLOGIES, INC. LETTERHEAD]
May 16, 2000
Per-Se Technologies, Inc.
2840 Mt. Wilkinson Parkway
Atlanta, Georgia 30339
Re: Per-Se Technologies, Inc. -- Form S-8 Registration Statement
Ladies and Gentlemen:
I am the General Counsel of Per-Se Technologies, Inc., 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 3,000,000 shares of the Company's voting
common stock, par value $.01 per share ("Common Stock"), to be offered pursuant
to the Second Amended and Restated Per-Se Technologies, Inc. Non-Qualified
Stock Option 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 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 reports dated February 8, 2000 relating to the
financial statements and financial statement schedule, which appear in Per-Se
Technologies, Inc.'s Annual Report on Form 10-K for the year ended December 31,
1999.
/s/ PRICEWATERHOUSECOOPERS LLP
PricewaterhouseCoopers LLP
Atlanta, Georgia
May 11, 2000
