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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 6, 2000
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-3
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)
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<S> <C>
DELAWARE 58-1651222
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
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2840 MT. WILKINSON PARKWAY, ATLANTA, GEORGIA 30339-3632
(770) 444-5300
(Address, including zip code, and telephone number,
including area code, of registrant's executive offices)
RANDOLPH L. M. HUTTO, ESQ.
EXECUTIVE VICE PRESIDENT AND GENERAL COUNSEL
PER-SE TECHNOLOGIES, INC.
2840 MT. WILKINSON PARKWAY
ATLANTA, GEORGIA 30339-3632
(770) 444-5300
(Name, address, including zip code, and telephone number
including area code, of agent for service)
THE COMMISSION IS REQUESTED TO SEND COPIES OF ALL COMMUNICATIONS TO:
J. VAUGHAN CURTIS, ESQ.
ALSTON & BIRD LLP
ONE ATLANTIC CENTER
1201 WEST PEACHTREE STREET
ATLANTA, GEORGIA 30309-3424
(404) 881-7000
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after the Registration Statement becomes effective.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
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If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
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If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
CALCULATION OF REGISTRATION FEE
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PROPOSED MAXIMUM PROPOSED
TITLE OF SHARES AMOUNT TO BE AGGREGATE OFFERING PRICE MAXIMUM AGGREGATE AMOUNT OF
TO BE REGISTERED REGISTERED PER SHARE(1) OFFERING PRICE(1) REGISTRATION FEE
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<S> <C> <C> <C> <C>
Common stock, par
value $.01 per share
(with attached Rights
to purchase Series A
Junior Preferred
Stock, no par
value)(2) 333,331 shares $7.75 $2,583,315 $682
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(1) Estimated solely for purposes of determining the registration fee pursuant
to Rule 457(c).
(2) Prior to the occurrence of certain events, the Rights will not be evidenced
or traded separately from the Per-Se Technologies common stock. Value, if
any, of the Rights is reflected in the market price of the Per-Se
Technologies common stock. Accordingly, no separate fee is paid.
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THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
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THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. THE
SELLING STOCKHOLDERS MAY NOT SELL THESE SECURITIES UNTIL THE REGISTRATION
STATEMENT FILED WITH THE SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE.
THIS PROSPECTUS IS NOT AN OFFER TO SELL THESE SECURITIES AND THE SELLING
STOCKHOLDERS ARE NOT SOLICITING AN OFFER TO BUY THESE SECURITIES IN ANY
STATE WHERE SUCH OFFER OR SALE IS NOT PERMITTED.
SUBJECT TO COMPLETION, DATED JANUARY 6, 2000
PROSPECTUS
333,331 Shares
PER-SE TECHNOLOGIES, INC.
Common Stock
The following stockholders may offer and sell up to 333,331 shares of our
common stock under this prospectus: Lori T. Caudill, William J. DeZonia, Carol
T. Shumaker, Alyson T. Stinson, James F. Thacker, James F. Thacker Retained
Annuity Trust and Paulanne H. Thacker Retained Annuity Trust. The selling
stockholders acquired these shares or warrants to purchase these shares from us
in connection with the settlement of various claims against us.
Of the 333,331 shares covered by this prospectus, 166,664 shares are
presently issued and outstanding and 166,667 shares have been reserved for
issuance pursuant to the exercise of warrants held by the selling stockholders.
Accordingly, the selling stockholders must first exercise those warrants and
acquire the underlying shares from us before they can resell those shares under
this prospectus. The warrants have an exercise price of $15.9375 per share, are
immediately exercisable and remain exercisable until June 25, 2004.
The selling stockholders may sell their shares of common stock through
public or private transactions at prevailing market prices or at privately
negotiated prices. See "Plan of Distribution." We will not receive any of the
proceeds from the sale of shares of common stock by the selling stockholders.
Our common stock is listed on the Nasdaq National Market under the symbol
"PSTI". On January 4, 2000, the last sale price of our common stock as reported
by Nasdaq was $7.75 per share.
Our principal executive offices are located at 2840 Mt. Wilkinson Parkway,
Atlanta, Georgia 30339-3632, and our telephone number is (770) 444-5300.
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THIS INVESTMENT INVOLVES RISKS. SEE "RISK FACTORS" BEGINNING ON PAGE 3.
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NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE COMMISSION HAS
APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS PROSPECTUS IS
TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
The date of this prospectus is , 2000
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TABLE OF CONTENTS
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PAGE
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Cautionary Notice Regarding Forward-Looking Statements...... 2
Risk Factors................................................ 3
The Company................................................. 7
Use of Proceeds............................................. 7
Selling Stockholders........................................ 8
Plan of Distribution........................................ 9
Legal Matters............................................... 10
Experts..................................................... 10
Additional Information...................................... 10
Incorporation of Certain Documents by Reference............. 11
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CAUTIONARY NOTICE REGARDING FORWARD-LOOKING STATEMENTS
THIS PROSPECTUS INCLUDES STATEMENTS WHICH MAY CONSTITUTE "FORWARD-LOOKING
STATEMENTS" WITHIN THE MEANING OF THE SECURITIES ACT OF 1933 AND THE SECURITIES
EXCHANGE ACT OF 1934. THOSE STATEMENTS INCLUDE STATEMENTS REGARDING THE INTENT,
BELIEF OR CURRENT EXPECTATIONS OF PER-SE TECHNOLOGIES AND MEMBERS OF PER-SE
TECHNOLOGIES' MANAGEMENT TEAM AS WELL AS THE ASSUMPTIONS ON WHICH SUCH
STATEMENTS ARE BASED. PROSPECTIVE INVESTORS ARE CAUTIONED THAT ANY SUCH
FORWARD-LOOKING STATEMENTS ARE NOT GUARANTEES OF FUTURE PERFORMANCE AND INVOLVE
RISKS AND UNCERTAINTIES, AND THAT ACTUAL RESULTS MAY DIFFER MATERIALLY FROM
THOSE CONTEMPLATED BY SUCH FORWARD-LOOKING STATEMENTS. IMPORTANT FACTORS
CURRENTLY KNOWN TO PER-SE TECHNOLOGIES THAT COULD CAUSE ACTUAL RESULTS TO DIFFER
MATERIALLY FROM THOSE IN FORWARD-LOOKING STATEMENTS ARE SET FORTH IN THE "RISK
FACTORS" SECTION OF THIS PROSPECTUS AND THE SAFE HARBOR COMPLIANCE STATEMENT FOR
FORWARD-LOOKING STATEMENTS INCLUDED AS AN EXHIBIT TO THE REPORTS FILED BY PER-SE
TECHNOLOGIES WITH THE COMMISSION UNDER THE SECURITIES EXCHANGE ACT OF 1934 AND
INCORPORATED HEREIN BY REFERENCE. PER-SE TECHNOLOGIES UNDERTAKES NO OBLIGATION
TO UPDATE OR REVISE FORWARD-LOOKING STATEMENTS TO REFLECT CHANGED ASSUMPTIONS,
THE OCCURRENCE OF UNANTICIPATED EVENTS OR CHANGES TO FUTURE OPERATING RESULTS
OVER TIME.
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RISK FACTORS
Before you invest in our common stock, you should be aware that there are
various risks, including those described below. You should carefully consider
these risk factors, together with all of the other information included in this
prospectus, before you decide whether to purchase shares of our common stock.
OUR SUBSTANTIAL INDEBTEDNESS COULD ADVERSELY AFFECT OUR FINANCIAL PERFORMANCE.
We have a significant amount of indebtedness and, as a result, significant
obligations to make payments on our debt. If we are unable to make the required
debt payments, we could be required to reduce or delay capital expenditures,
sell certain of our assets, restructure or refinance our indebtedness, or seek
additional equity capital. Our ability to make payments on our debt obligations
will depend on our future operating performance, which will be affected by
certain conditions that are beyond our control.
Our substantial indebtedness could have important consequences to our
financial performance. For example:
- our ability to obtain additional financing in the future may be impaired;
- if a substantial portion of our cash flow from operations is dedicated to
the payment of debt, we may have reduced funds available for operations;
- the terms of our existing debt places restrictions on us, including our
ability to incur additional debt or pay dividends; and
- we may be more leveraged than our competitors, which may limit our
flexibility to respond to changes in the marketplace and may place us at
a competitive disadvantage.
WE ARE SUBJECT TO ONGOING LITIGATION AND A GOVERNMENT INVESTIGATION WHICH MAY
ADVERSELY AFFECT OUR BUSINESS.
We are involved in several lawsuits which may expose us to material loss
contingencies. These lawsuits include, but are not limited to, claims brought by
former shareholders of companies that we acquired. We have also received written
demands from customers and former customers that have not yet resulted in legal
action and may receive demands with respect to the operation of our business and
actions we have taken, including modifications made to a computerized coding
tool to assist in healthcare reimbursement used by one of our subsidiaries and
the transition from the computerized coding tool to manual coding. We are also
subject to a formal, non-public investigation by the Securities and Exchange
Commission into, among other things, trading and other issues relating to
restatements of our financial statements.
We may not be able successfully to defend any of these lawsuits. In
addition, other lawsuits may be filed and other government investigations may be
commenced against us. Existing or new lawsuits or new government investigations
could have a material adverse effect on us. The ongoing government investigation
against us may result in significant fines, damages or other penalties and the
Commission could require further restatements of our financial statements. The
investigation could have a material adverse effect on us. Also, in the event of
an adverse outcome with respect to pending lawsuits, there is the risk that our
insurance coverage may not fully cover any damages assessed against us. The
litigation with which we are involved (as well as future litigation) could have
a disruptive effect upon the operations of the business and consume the time and
attention of our senior management.
WE HAVE INCURRED SIGNIFICANT LOSSES IN RECENT YEARS.
We had losses in each of 1995, 1996, 1997, 1998 and 1999. Most of these
losses result from restructuring and other charges, litigation settlements,
intangible asset impairment and acquisition costs. We cannot assure you when or
if we will become profitable in the future.
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WE HAVE SUFFERED SIGNIFICANT SETBACKS IN RECENT YEARS AND MAY NOT BE ABLE TO
TURNAROUND SUCCESSFULLY.
We have suffered several setbacks in recent years, including:
- government investigations;
- the failure successfully to integrate acquired companies;
- restatements of our 1994, 1995, 1996 and interim 1997 financial
statements;
- the discontinuance of the operations of one of the businesses we
acquired;
- the abandonment of an extensive reengineering program that failed;
- a steep drop in the price of our common stock; and
- the filing of various lawsuits and claims against us.
As a result of these setbacks, we have been operating in what is commonly
described as a "turnaround" situation. In addition to risks associated with
"turnaround" situations, we face certain challenges more specific to our
operations, including:
- successfully integrating acquired companies;
- shifting our strategic focus from acquiring compatible businesses to
running our existing businesses efficiently and profitably;
- managing our customers' perceptions of our continued viability and
focusing on customer service;
- combating employee turnover;
- reducing costs and increasing efficiencies; and
- reevaluating the efficiency of our operations following our abandonment
of the reengineering initiative in 1996.
WE MAY NOT BE ABLE TO KEEP UP WITH CHANGES IN OUR INDUSTRY.
The markets for our software products and services are characterized by
rapidly changing technology, evolving industry standards and frequent new
product introductions. We may not be able to keep pace with changes in our
industry. Our success depends in part upon our ability to:
- enhance our existing products and services;
- introduce new products and services quickly and cost effectively;
- achieve market acceptance for new products and services; and
- respond to emerging industry standards and other technological changes.
Also, our competitors may develop competitive products that could adversely
affect our operating results. In addition, it is possible that:
- we will be unsuccessful in refining, enhancing and developing our
software and billing systems going forward;
- the costs associated with refining, enhancing and developing our software
and billing systems may increase significantly in the future; or
- our existing software and technology will become obsolete as a result of
ongoing technological developments in the marketplace.
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WE COULD LOSE CERTAIN CUSTOMERS IF WE ARE NOT SUCCESSFUL ON SEVERAL MAJOR CLIENT
PROJECTS.
Our client/server information technology business involves projects
designed to reengineer customer operations through the strategic use of imaging,
client/server and other advanced technologies. Failure to meet our customers'
expectations with respect to a major project could have the following
consequences:
- damage our reputation and standing in this marketplace;
- impairment of our ability to attract new client/server information
technology business;
- the payment of damages to a customer; and
- the inability to collect for services already performed on the project.
WE MAY NOT BE ABLE TO COMPETE SUCCESSFULLY WITH OTHER MANAGEMENT SERVICES
COMPANIES.
The medical management services business is highly competitive. We compete
with national and regional physician and hospital reimbursement organizations
and collection businesses, national information and data processing
organizations, and physician groups and hospitals that provide their own
business management services. We are uncertain whether we can continue to
compete successfully with all of these competitors.
Potential industry and market changes that could adversely affect our
ability to compete for billing and collection business include:
- an increase in the number of managed care providers compared to
fee-for-service providers; and
- new alliances between healthcare providers and third-party payors in
which healthcare providers are employed by such third-party payors.
WE MAY NOT BE ABLE TO COMPETE SUCCESSFULLY WITH OTHER INFORMATION TECHNOLOGY
COMPANIES.
The business of providing application software, information technology and
consulting services is also highly competitive. We compete with national and
regional companies in this regard. Certain of our competitors have longer
operating histories and greater financial, technical and marketing resources
than we do. We are uncertain whether we can continue to compete successfully
with these competitors.
OUR REVENUE AND OPERATIONS MAY BE ADVERSELY AFFECTED BY PRICING PRESSURES WHICH
ADVERSELY AFFECT OUR CUSTOMERS.
We believe that the revenue growth rate experienced by our healthcare
clients continues to be adversely affected by managed care pricing and declining
government reimbursement levels. At the same time, the process of submitting
healthcare claims for reimbursement to third-party payors in accordance with
applicable industry and regulatory standards grows in complexity and cost. We
believe that these trends have adversely affected and could continue to
adversely affect our customers' revenues and profitability and, therefore,
adversely affect us too.
CHANGES IN THE HEALTHCARE MARKETPLACE MAY DECREASE DEMAND FOR OUR BILLING
SERVICES.
In general, consolidation initiatives in the healthcare marketplace may
result in fewer potential customers for our services. Some of these types of
initiatives include:
- employer initiatives such as creating purchasing cooperatives, like HMOs;
- provider initiatives, such as risk-sharing among healthcare providers and
managed care companies through capitated contracts; and
- integration among hospitals and physicians into comprehensive delivery
systems.
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We believe that the continued consolidation of management and billing
services through integrated delivery systems could result in a decrease in
demand for our billing and collection services for particular physician
practices.
FUTURE INVESTIGATIONS OF HEALTHCARE BILLING AND COLLECTION PRACTICES MAY
ADVERSELY AFFECT OUR BUSINESS.
Our medical billing and collection activities are governed by numerous
federal and state civil and criminal laws. Federal and state regulators
increasingly use these laws to investigate healthcare providers and companies,
like us, that provide billing and collection services. In connection with these
laws:
- we may be subjected to federal or state government investigation and
possible civil or criminal fines;
- we may ultimately be required to defend a false claims action;
- we may be sued by private payors; or
- we may be excluded from Medicare, Medicaid and/or other government funded
healthcare programs.
We have been the subject of several federal investigations, and we may
become the subject of false claims litigation or additional investigations
relating to our billing and collection activities. Any such proceeding or
investigation could have a material adverse effect on our business.
The ownership and operation of hospitals is also subject to comprehensive
regulation by federal and state governments which may adversely affect hospital
reimbursement. This regulation could have an adverse effect on the operations of
hospitals in general, and consequently reduce the amount of our revenues related
to hospital clients. Current or future government regulations or healthcare
reform measures may have a material adverse effect upon our business.
OUR STOCK PRICE HAS BEEN VOLATILE AND COULD CONTINUE TO FLUCTUATE SUBSTANTIALLY.
Our common stock is listed on the Nasdaq National Market. The market price
of our common stock has been volatile and could fluctuate substantially, based
on a variety of factors, including the following:
- announcements relating to government investigations;
- our liquidity and financial resources;
- our divestiture of businesses;
- the status of lawsuits or other demands;
- healthcare reform measures;
- quarter-to-quarter and year-to-year variations in financial results; and
- failure to continue to meet Nasdaq National Market listing requirements.
Furthermore, stock prices for many companies fluctuate widely for reasons
that may be unrelated to their operating results. These fluctuations and general
economic, political and market conditions may adversely affect the market price
of our common stock.
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THE COMPANY
Per-Se Technologies, which was incorporated in 1985 in Delaware, provides
integrated application software, business management services, and electronic
commerce services to healthcare providers.
Per-Se's integrated application software offerings to physicians and
healthcare organizations include patient scheduling, staff management, clinical
information systems and patient financial management software.
Business management services provided to physicians and healthcare
organizations by Per-Se include clinical data collection, data input, medical
coding, billing, contract management, cash collections and accounts receivable
management. These services are designed to assist healthcare providers with the
business management functions associated with the delivery of healthcare
services, allowing physicians and hospital staff to focus on providing quality
patient care. These services also assist physicians and healthcare organizations
in improving cash flows and reducing administrative costs and burdens.
Per-Se offers e-commerce services to both integrated healthcare delivery
networks and physician practices, including electronic claims processing,
referral submissions, eligibility verification and other electronic transaction
processing.
Per-Se markets its products and services primarily to integrated healthcare
delivery networks, hospitals, physician practices, long-term care facilities,
home health providers and managed care providers. Per-Se serves more than 18,000
physicians and 2,000 healthcare organizations predominantly in North America. We
also sell our software solutions internationally, both directly and through
distribution agreements.
USE OF PROCEEDS
Per-Se Technologies will not receive any proceeds from the sale of shares
of common stock by the selling stockholders. However, 166,667 of the shares
covered by this prospectus are subject to issuance by Per-Se Technologies
pursuant to the exercise of warrants held by the selling stockholders. Per-Se
Technologies would receive proceeds from the exercise of those warrants by the
selling stockholders. The warrants have an exercise price of $15.9375 per share,
payable in cash, resulting in an aggregate cash exercise price of $2,656,255.
Cash proceeds received by Per-Se Technologies from the exercise of any of the
warrants would be used for general corporate purposes.
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SELLING STOCKHOLDERS
The following table sets forth certain information about the selling
stockholders. The shares covered by this prospectus may be offered from time to
time by the selling stockholders. See "Plan of Distribution." Of the 333,331
shares covered by this prospectus, 166,664 shares are presently issued and
outstanding and 166,667 shares have been reserved for issuance pursuant to the
exercise of warrants held by the selling stockholders. Accordingly, the selling
stockholders must first exercise those warrants and acquire the underlying
shares from us before they can resell those shares under this prospectus. The
warrants have an exercise price of $15.9375 per share, are immediately
exercisable and remain exercisable until June 25, 2004.
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SHARES BENEFICIALLY SHARES OFFERED SHARES BENEFICIALLY PERCENTAGE OF
OWNED BEFORE PURSUANT TO OWNED AFTER SHARES OWNED
NAME THIS OFFERING THIS OFFERING(1) THIS OFFERING(2) AFTER THIS OFFERING(3)
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Lori T. Caudill........... 93,382(4)(5) 19,993 73,389(4) *
William J. DeZonia........ 18,195(6) 2,506 15,689 *
Carol T. Shumaker......... 90,048(4)(5) 19,993 70,055(4) *
Alyson T. Stinson......... 76,715(4)(5) 19,993 56,722(4) *
James F. Thacker.......... 174,355(7) 169,526 4,829 *
James F. Thacker
Retained Annuity Trust.... 91,326(8) 50,660 40,666 *
Paulanne H. Thacker
Retained Annuity Trust.... 142,160(8) 50,660 91,500 *
</TABLE>
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* Less than 1%.
(1) This number represents the maximum number of shares that may be offered and
sold under this prospectus. There is no assurance that the selling
stockholders will sell any or all of the offered shares.
(2) Assumes (i) that all of the shares of Per-Se Technologies common stock held
by the selling stockholders and being offered under this prospectus are
sold, (ii) that the selling stockholders acquire no additional shares of
Per-Se Technologies common stock prior to the completion of this offering,
and (iii) that the shares of Per-Se Technologies common stock held by the
selling stockholders which are not being offered pursuant to this prospectus
are not sold.
(3) Based on an aggregate of shares of Per-Se Technologies common stock
outstanding, consisting of 29,575,459 shares of Per-Se Technologies common
stock outstanding as of December 31, 1999, plus 166,667 shares which would
be issued to the selling stockholders upon their exercise of warrants.
(4) Includes 56,722 shares representing one-third of the 170,166 shares held by
Empire Investment Banking Company, L.P., which is owned by Ms. Caudill, Ms.
Shumaker and Ms. Stinson in equal one-third shares.
(5) Includes 9,997 shares issuable pursuant to the exercise of warrants.
(6) Includes 1,253 shares issuable pursuant to the exercise of warrants.
(7) Includes 84,763 shares issuable pursuant to the exercise of warrants.
(8) Includes 25,330 shares issuable pursuant to the exercise of warrants.
CERTAIN RELATIONSHIPS AMONG THE SELLING STOCKHOLDERS AND PER-SE TECHNOLOGIES
Per-Se Technologies acquired Medical Management Sciences, Inc. on December
29, 1995 in a stock-for-stock merger transaction. Each of the selling
stockholders was a stockholder in Medical Management Sciences, Inc. when it was
acquired by Per-Se Technologies. The shares covered by this prospectus, or
warrants to purchase such shares, were issued to the selling stockholders in
settlement of various claims made by the selling stockholders against Per-Se
Technologies arising from that merger. In connection with that settlement and
the issuance of the shares covered by this prospectus, Per-Se Technologies
agreed to take certain actions necessary to register the resale of those shares,
including the preparation and filing of a
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registration statement under the Securities Act of 1933 (of which this
prospectus forms a part) and paying certain expenses associated with the
registration statement or this prospectus.
In connection with the settlement, Per-Se Technologies entered into a
Consulting Agreement with Providence Management Corporation. The Consulting
Agreement, which has a term of 5 years, provides for an initial payment of
$300,000, which payment was made in July 1999, and additional payments of
$150,000 per year, payable on a monthly basis, during the term of the Consulting
Agreement. James F. Thacker, one of the selling stockholders, is the principal
in Providence Management Corporation.
William J. DeZonia, one of the selling stockholders, is currently employed
by Per-Se Technologies. Mr. DeZonia is a senior vice president and serves as
chief compliance officer.
PLAN OF DISTRIBUTION
Per-Se Technologies is registering the 333,331 shares on behalf of the
selling stockholders. As used herein, "selling stockholders" includes donees and
pledgees selling shares received from a named selling stockholder after the date
of this prospectus. All costs, expenses and fees in connection with the
registration of the shares offered hereby will be borne by Per-Se Technologies.
Brokerage commissions and similar selling expenses, if any, attributable to the
sale of shares will be borne by the selling stockholders. Sales of shares may be
effected by selling stockholders from time to time, in one or more types of
transactions (which may include block transactions) in the over-the-counter
market, in negotiated transactions, through put or call options transactions
relating to the shares, through short sales of shares, or a combination of such
methods of sale, at market prices prevailing at the time of sale, or at
negotiated prices. Such transactions may or may not involve brokers or dealers.
The selling stockholders have advised Per-Se Technologies that, as of the date
of this prospectus, they have not entered into any agreements, understandings or
arrangements with any underwriters or broker-dealers regarding the sale of their
securities, nor is there an underwriter or coordinating broker acting in
connection with the proposed sale of shares by the selling stockholders. The
selling stockholders may subsequently determine to utilize registered
broker-dealers in connection with the sale of the shares.
The selling stockholders may effect such transactions by selling shares
directly to purchasers or to or through broker-dealers, which may act as agents
or principals. Such broker-dealers may receive compensation in the form of
discounts, concessions, or commissions from the selling stockholders and/or the
purchasers of shares for whom such broker-dealers may act as agents or to whom
they sell as principal, or other (which compensation as to a particular
broker-dealer might be in excess of customary commissions).
The selling stockholders and any broker-dealers that act in connection with
the sale of shares might be deemed to be "underwriters" within the meaning of
Section 2(11) of the Securities Act of 1933, and any commissions received by
such broker-dealers and any profit on the resale of the shares sold by them
while acting as principals might be deemed to be underwriting discounts or
commission under such Act. Per-Se Technologies has agreed to indemnify each
selling stockholder against certain liabilities, including liabilities arising
under the Securities Act of 1933. The selling stockholders may agree to
indemnify any agent, dealer or broker-dealer that participates in transactions
involving sales of the shares against certain liabilities arising under the
Securities Act of 1933.
Because selling stockholders may be deemed to be "underwriters" within the
meaning of Section 2(11) of the Securities Act of 1933, the selling stockholders
will be subject to the prospectus delivery requirements of such Act. Per-Se
Technologies has informed the selling stockholders that the anti-manipulative
provisions of Regulation M promulgated under the Securities Exchange Act of 1934
may apply to their sales in the market.
The shares will be sold only through registered or licensed brokers or
dealers if required under applicable state securities laws. In addition, in
certain states the shares may not be sold unless they have been registered or
qualified for sale in the applicable state or an exception from the registration
or qualification requirement is available and is complied with.
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Selling stockholders also may resell all or a portion of the shares in open
market transactions in reliance upon Rule 144 under the Securities Act of 1933,
provided they meet the criteria and conform to the requirements of such Rule.
Upon Per-Se Technologies being notified by a selling stockholder that any
material arrangement has been entered into with a broker-dealer for the sale of
shares through a block trade, special offering, exchange distribution or
secondary distribution or a purchase by a broker or dealer, a supplement to this
prospectus will be filed, if required, pursuant to Rule 424(b) under the Act,
disclosing (i) the name of each such selling stockholder and of the
participating broker-dealer(s), (ii) the number of shares involved, (iii) the
price at which such shares were sold, (iv) the commissions paid or discounts or
concessions allowed to such broker-dealer(s), where applicable, (v) that such
broker-dealers(s) did not conduct any investigation to verify the information
set out or incorporated by reference in this prospectus and (vi) other facts
material to the transaction. In addition, upon Per-Se Technologies being
notified by a selling stockholder that a donee or pledgee intends to sell more
than 500 shares, a supplement to this prospectus will be filed if required.
LEGAL MATTERS
A legal opinion to the effect that the shares offered hereby by the selling
stockholders are validly issued, fully paid and non-assessable has been rendered
by Randolph L. M. Hutto, Esq., Atlanta, Georgia, Executive Vice President and
General Counsel of Per-Se Technologies.
EXPERTS
The consolidated financial statements incorporated in this Prospectus by
reference to the Annual Report on Form 10-K of Per-Se Technologies, Inc.
(formerly Medaphis Corporation) for the year ended December 31, 1998 has been
incorporated in reliance on the reports of PricewaterhouseCoopers LLP,
independent accountants, given on the authority of said firm as experts in
auditing and accounting.
ADDITIONAL INFORMATION
We file annual, quarterly, and current reports, proxy statements, and other
documents with the Commission. You may read and copy any document we file at the
following locations of the Commission:
<TABLE>
<S> <C> <C>
Public Reference Room New York Regional Office Chicago Regional Office
450 Fifth Street, N.W. 7 World Trade Center 500 West Madison Street
Room 1024 Suite 1300 Suite 1400
Washington, D.C. 20549 New York, New York 10048 Chicago, Illinois 60661
</TABLE>
You may call 1-800-SEC-0330 for more information on the Commission's public
reference facilities. You may also obtain copies of this information by mail
from the Public Reference Section of the Commission, 450 Fifth Street, N.W.,
Room 1024, Washington, D.C. 20549, at prescribed rates. The Commission also
maintains an Internet site at http://www.sec.gov that contains reports, proxy
statements and other information about issuers, like Per-Se Technologies, who
file electronically with the Commission. In addition, you can inspect reports,
proxy statements and other information about Per-Se Technologies at the offices
of The Nasdaq Stock Market, Inc., Reports Section, 1735 K Street, N.W.,
Washington, D.C. 20006. Also, you can find more information about Per-Se
Technologies on our Internet website at http://www.Per-Se.com. However,
information contained in or linked to our website does not constitute part of
this prospectus and is not, and shall not be deemed to be, incorporated into
this prospectus by reference.
This prospectus is part of a registration statement that we filed with the
Commission. The registration statement contains more information than this
prospectus regarding Per-Se Technologies and our common
10
<PAGE> 12
stock, including certain exhibits. You can get a copy of the registration
statement from the Commission at the addresses listed above or from its Internet
site.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The Commission allows us to "incorporate" into this prospectus information
we file with the Commission in other documents. This means that we can disclose
important information to you by referring to other documents that contain that
information. The information incorporated by reference is considered to be part
of this prospectus, and information we file later with the Commission will
automatically update and, to some extent, supersede this information. We
incorporate by reference the documents listed below, except to the extent
information in those documents is different from the information contained in
this prospectus, and all future documents filed with the Commission under
Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 until
the termination of the offering of these shares:
(a) Annual Report on Form 10-K for the fiscal year ended December 31,
1998;
(b) Current Report on Form 8-K filed February 12, 1999 (event date
February 12, 1999);
(c) Current Report on Form 8-K filed May 5, 1999 (event date April 20,
1999);
(d) Quarterly Report on Form 10-Q for the quarter ended March 31,
1999;
(e) Quarterly Report on Form 10-Q for the quarter ended June 30, 1999;
(f) Current Report on Form 8-K filed August 16, 1999 (event date
August 16, 1999);
(g) Current Report on Form 8-K filed September 21, 1999 (event date
September 20, 1999);
(h) Quarterly Report on Form 10-Q for the quarter ended September 30,
1999;
(i) Current Report on Form 8-K filed November 24, 1999 (event date
November 24, 1999);
(j) Current Report on Form 8-K filed December 30, 1999 (event date
December 17, 1999);
(k) The description of common stock set forth in the registration
statement on Form 8-A/A filed May 22, 1996, and any amendment or report
filed for the purpose of updating such description; and
(l) 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.
We will provide without charge to each person to whom this prospectus is
delivered, upon written or oral request of such person, a copy of any and all of
the documents that have been incorporated by reference in this prospectus (not
including exhibits to such documents unless such exhibits are specifically
incorporated by reference in this prospectus). Requests should be directed to
Per-Se Technologies, Inc., 2840 Mt. Wilkinson Parkway, Atlanta, Georgia
30339-3632, Attention: Corporate Secretary; telephone number (770) 444-5300.
You should rely only on the information contained or incorporated by
reference in this document. We have not authorized anyone to provide you with
the information that is different from that which is contained or incorporated
by reference in this prospectus. The common stock is not being offered in any
state where the offer is not permitted. You should not assume that the
information in this prospectus is accurate as of any date other than the date on
the front of this prospectus.
11
<PAGE> 13
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
<TABLE>
<S> <C>
Registration fee to Securities and Exchange Commission...... $ 682
Accounting fees and expenses................................ 0
Legal fees and expenses..................................... 5,000
Miscellaneous expenses...................................... 2,000
------
Total............................................. $7,682
======
</TABLE>
The foregoing items, except for the registration fee to the Securities and
Exchange Commission, are estimated. Per-Se Technologies has agreed to bear all
expenses in connection with the registration of the shares being offered by the
selling stockholders.
ITEM 15. 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 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
II-1
<PAGE> 14
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 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
The following exhibits are filed as part of this Registration Statement:
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
- ------- -----------
<C> <C> <S>
4.1 -- Amended and Restated Articles of Incorporation of the
Registrant (incorporated by reference to Exhibit 3.1 of the
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 the 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 the Registrant (incorporated by
reference to Exhibit 3.3 of Registrant's Registration
Statement on Form 8-A/A filed March 28, 1995).
4.4 -- Certificate of Amendment of Amended and Restated Certificate
of Incorporation of the 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 the 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 the Registrant (incorporated
by reference to Exhibit 3.6 of Registrant's Quarterly Report
on Form 10-Q for the quarterly period ended June 30, 1997).
4.7 -- Rights Agreement, dated as of February 11, 1999, between the
Registrant and American Stock Transfer & Trust Company
(incorporated by reference to Exhibit 4 of Registrant's
Current Report on Form 8-K filed February 12, 1999).
4.8 -- Settlement Agreement, dated as of June 24, 1999, by and
among Lori T. Caudill, William J. DeZonia, Carol T.
Shumaker, Alyson T. Stinson, James F. Thacker, James F.
Thacker Retained Annuity Trust, Paulanne H. Thacker Retained
Annuity Trust and the Registrant (incorporated by reference
to Exhibit 10.1 of Registrant's Quarterly Report on Form
10-Q for the quarterly period ended June 30, 1999).
4.9 -- Form of Common Stock Purchase Warrant
5 -- Opinion of Randolph L. M. Hutto, Esq. regarding the legality
of shares being registered.
23 -- Consent of PricewaterhouseCoopers LLP.
99 -- Selected Financial Data.
</TABLE>
II-2
<PAGE> 15
ITEM 17. UNDERTAKINGS.
(a) The Undersigned registrant hereby undertakes:
(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 of 1933 (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 the 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% 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) of this
Section do not apply if the Registration Statement is on Form S-3, Form
S-8 or Form F-3 and 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 Securities Exchange Act of 1934
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 initial
bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned registrant hereby undertakes 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 Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the 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 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
II-3
<PAGE> 16
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.
(d) The undersigned registrant hereby undertakes that:
(1) For purposes of determining any liability under the Securities
Act, the information omitted from the form of prospectus filed as part of
this registration statement in reliance upon Rule 430A and contained in a
form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or
(4) or 497(h) under the Securities Act shall be deemed to be part of this
registration statement as of the time it was declared effective.
(2) For the purpose of determining any liability under the Securities
Act, each post-effective amendment that contains a form of prospectus 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.
II-4
<PAGE> 17
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-3 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 January 5, 2000.
PER-SE TECHNOLOGIES, INC.
By: /s/ ALLEN W. RITCHIE
-----------------------------------
Allen W. Ritchie
President and Chief Executive
Officer
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints Allen W.
Ritchie and Randolph L.M. Hutto, and each of them, as his or her true and lawful
attorneys-in-fact and agents, with full power of substitution and resubstitution
in each of them, for him or her and in his or her name, place and stead, and in
any and all capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement on Form S-3 of Per-Se Technologies,
Inc. or a related registration statement filed pursuant to Rule 462(b), and to
file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
connection therewith, as fully to all intents and purposes as he or she might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or either of them, or their or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities indicated on January 5, 2000.
<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<C> <S>
/s/ DAVID E. MCDOWELL Chairman and Director
- -----------------------------------------------------
David E. McDowell
/s/ ALLEN W. RITCHIE President, Chief Executive Officer and
- ----------------------------------------------------- Director (Principal Executive Officer)
Allen W. Ritchie
/s/ WAYNE A. TANNER Executive Vice President and Chief Financial
- ----------------------------------------------------- Officer (Principal Financial Officer)
Wayne A. Tanner
/s/ MARY C. BLACKADAR Director of Accounting (Principal Accounting
- ----------------------------------------------------- Officer)
Mary C. Blackadar
/s/ RODERICK M. HILLS Director
- -----------------------------------------------------
Roderick M. Hills
/s/ DAVID R. HOLBROOKE, M.D. Director
- -----------------------------------------------------
David R. Holbrooke, M.D.
</TABLE>
II-5
<PAGE> 18
<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<C> <S>
/s/ KEVIN E. MOLEY Director
- -----------------------------------------------------
Kevin E. Moley
/s/ JOHN C. POPE Director
- -----------------------------------------------------
John C. Pope
/s/ C. CHRISTOPHER TROWER Director
- -----------------------------------------------------
C. Christopher Trower
</TABLE>
II-6
<PAGE> 19
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
- ------- -----------
<C> <C> <S>
4.1 -- Amended and Restated Certificate of Incorporation of the
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 the Registrant (incorporated by
reference to Exhibit 3 of Registrant's Quarterly Report on
Form 10-Q of the quarterly period ended March 31, 1993).
4.3 -- Certificate of Amendment of Amended and Restated Certificate
of Incorporation of the Registrant (incorporated by
reference to Exhibit 3.3 of Registrant's Registration
Statement on Form 8-A/A filed March 28, 1995).
4.4 -- Certificate of Amendment of Amended and Restated Certificate
of Incorporation of the 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 the 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 the Registrant (incorporated
by reference to Exhibit 3.6 of Registrant's Quarterly Report
on Form 10-Q for the quarterly period ended June 30, 1997).
4.7 -- Rights Agreement, dated as of February 11, 1999, between the
Registrant and American Stock Transfer & Trust Company
(incorporated by reference to Exhibit 4 of Registrant's
Current Report on Form 8-K filed February 12, 1999).
4.8 -- Settlement Agreement, dated as of June 24, 1999, by and
among Lori T. Caudill, William J. DeZonia, Carol T.
Shumaker, Alyson T. Stinson, James F. Thacker, James F.
Thacker Retained Annuity Trust, Paulanne H. Thacker Retained
Annuity Trust and the Registrant, incorporated by reference
to Exhibit 10.1 of Registrant's Quarterly Report on Form
10-Q for the quarterly period ended June 30, 1999).
4.9 -- Form of Common Stock Purchase Warrant
5 -- Opinion of Randolph L.M. Hutto, Esq. regarding the legality
of shares being registered.
23 -- Consent of PricewaterhouseCoopers LLP.
99 -- Selected Financial Data.
</TABLE>
<PAGE> 1
EXHIBIT 4.9
THIS WARRANT AND THE SHARES OF COMMON STOCK COVERED HEREBY (COLLECTIVELY, THE
"SECURITIES") HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT"), OR UNDER THE SECURITIES LAWS OF ANY STATE OR
OTHER JURISDICTION (THE "BLUE SKY LAWS"). THE SECURITIES WILL BE ACQUIRED FOR
INVESTMENT AND MAY NOT BE OFFERED FOR SALE, HYPOTHECATED, SOLD OR TRANSFERRED,
NOR WILL ANY ASSIGNEE OR TRANSFEREE THEREOF BE RECOGNIZED BY PER-SE
TECHNOLOGIES, INC. (THE "COMPANY") AS HAVING ANY INTEREST IN SUCH SECURITIES, IN
THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT WITH RESPECT TO THE
SECURITIES UNDER THE SECURITIES ACT AND ANY APPLICABLE BLUE SKY LAWS, OR AN
OPINION OF COUNSEL, WHICH OPINION AND COUNSEL SHALL BE SATISFACTORY TO THE
COMPANY, THAT SUCH REGISTRATION IS NOT REQUIRED.
PER-SE TECHNOLOGIES, INC.
COMMON STOCK PURCHASE WARRANT
JUNE 25,1999
Warrant No. [ ] No of Shares - [ ]
This certifies that, for value received, [_________________] or its
registered assigns, is entitled, subject to the terms and conditions
hereinafter set forth, at or before 4:00 p.m., Atlanta time, June 25, 2004, but
not thereafter, to purchase up to [_________] shares of the voting common
stock, par value $.01 per share (the "Common Stock"), of PER-SE TECHNOLOGIES,
INC., a Delaware corporation (the "Company"), such number of shares being
subject to adjustment upon the occurrence of the contingencies set forth in
this Warrant. The purchase price payable upon the exercise of this Warrant
shall be $5.3125 per share, said amount being hereinafter referred to as the
"Warrant Price" and being subject to adjustment upon the occurrence of the
contingencies set forth in this Warrant.
The Warrant has been issued pursuant to that certain Settlement
Agreement and Full and Complete Release, dated June 24, 1999, between the
Company, on the one hand and the former stockholders of Medical Management
Services, Inc. (the "MMS Shareholders"), on the other hand (as amended from time
to time, the "Settlement Agreement'), in consideration of the termination of
pending litigation and release of claims, as provided in the Settlement
Agreement.
Upon delivery of this Warrant with the subscription form annexed
hereto, duly executed, together with payment of the Warrant Price for the shares
of Common Stock thereby purchased, at the principal office of the Company, 2840
Mt. Wilkinson Parkway, Suite 300, Atlanta, GA 30339-3632, or at such other
address as the Company may designate by notice in writing to the registered
holder hereof (the "Holder"), the Holder
<PAGE> 2
of this Warrant shall be entitled to receive a certificate or certificates of
the shares of Common Stock so purchased (the "Warrant Shares"). All shares of
Common Stock which may be issued upon the exercise of this Warrant will, upon
issuance of such shares in accordance with the terms hereof, be fully-paid and
non-assessable, and any certificate(s) evidencing such shares of Common Stock
will bear such legend as the Company deems appropriate to comply with applicable
federal and state securities law.
This Warrant is subject to the following terms and conditions:
1. Exercise of Warrant. This Warrant may be exercised in whole
at any time, or in part from time to time, at or prior to 4:00 p.m., Atlanta
time, June 25, 2004, but not thereafter, as to all or any part of the number of
whole shares of Common Stock then subject hereto. Payment of the Warrant Price
may be made by cash, certified or bank cashier's check or wire transfer. In this
case of any partial exercise of this Warrant, the Company shall execute and
deliver a new Warrant of like tenor and date for the balance of the shares of
Common Stock purchasable hereunder to the Holder hereof.
2. Adjustment of Warrant Price and Number of Shares
Purchasable Hereunder. The Warrant Price and the number of shares of Common
Stock purchasable hereunder shall be subject to adjustment from time to time in
accordance with the following provisions:
(a) In the event of any payment of any cash dividend
or distribution of property by the Company otherwise than out
of earned surplus (other than distributions of Common Stock),
to the holders of the Common Stock, the Warrant Price for the
shares of Common Stock then subject to this Warrant shall be
reduced by the per share amount of such dividend or
distribution unless and until the Warrant Price is equal to
the then par value of the Common Stock. For purposes of this
Section 2(a), the per share amount of any distribution of
property shall be the fair market value thereof as determined
by the Board of Directors of the Company in good faith in the
resolutions authorizing any such distribution.
(b) In case the Company shall at any time subdivide
the outstanding shares of its Common Stock, the Warrant Price
in effect immediately prior to such subdivision shall be
proportionately decreased, and in case the Company shall at
any time combine the outstanding shares of its Common Stock,
the Warrant Price in effect immediately prior to such
combination shall be proportionately increased, effective from
and after the record date of such subdivision or combination,
as the case may be.
(c) Upon any adjustment in the Warrant Price per share
pursuant to Section 2(b) above, the registered holder of this
Warrant shall thereafter be entitled to purchase, at the
adjusted Warrant Price, the number of shares of Common Stock,
calculated to the nearest full share obtained by (X)
multiplying the number of shares of Common Stock purchasable
hereunder
2
<PAGE> 3
immediately prior to such adjustment by the Warrant Price in
effect immediately prior to such adjustment, and (Y) dividing
the product thereof by the Warrant Price resulting from such
adjustment. No such adjustment in the number of shares that
may be purchased upon exercise of this Warrant shall be
required in the event of an adjustment in the Warrant Price
per share pursuant to Section 2(a).
(d) In the event of the issuance of additional shares of
Common Stock of the Company as a dividend, from and after the
day which is the record date for the determination of
stockholders entitled to such dividend, the Holder of this
Warrant shall (until another adjustment) be entitled to
purchase the number of shares of Common Stock, calculated to
the nearest full share, obtained by multiplying the number of
shares of Common Stock purchasable hereunder immediately prior
to said record date by the percentage which the number of
additional shares constituting any such dividend is of the
total number of shares of Common Stock outstanding immediately
prior to said record date and adding the result so obtained to
the number of shares of Common Stock purchasable hereunder
immediately prior to said record date. Upon each adjustment
pursuant to this Section 2(d), the Warrant Price in effect
immediately prior to such adjustment shall be reduced to an
amount determined by dividing (X) the product obtained by
multiplying such Warrant Price by the number of shares of
Common Stock purchasable hereunder immediately prior to such
adjustment by (Y) the number of shares of Common Stock
purchasable hereunder immediately following such adjustment.
3. Reorganization, Reclassification, Consolidation of Merger.
If at any time while this Warrant is outstanding there shall be any
reorganization or reclassification of the capital stock of the Company (other
than a subdivision or combination of shares of Common Stock as provided for in
Section 2 above), or any consolidation or merger of the Company with another
corporation, the Holder of this Warrant shall thereafter be entitled to receive,
during the term hereof and upon payment of the Warrant Price, the number of
shares of stock or other securities or property of the Company or of the
successor corporation resulting from such consolidation or merger, as the case
may be, to which a holder of the Common Stock of the Company, deliverable upon
the exercise of this Warrant, would have been entitled upon such reorganization,
reclassification, consolidation or merger if this Warrant had been exercised
immediately prior to such reorganization, reclassification, consolidation or
merger; and in any such case, appropriate adjustment (as determined in good
faith by the Board of Directors of the Company) shall be made in the application
of the provisions herein set forth with respect to the rights and interest
thereafter of the Holder of this Warrant to the end that the provisions set
forth herein (including the adjustment of the Warrant Price and the number of
shares issuable upon the exercise of this Warrant) shall thereafter be
applicable, as near as reasonably may be, in relation to any shares or other
property thereafter deliverable upon the exercise hereof.
4. Notice of Adjustments. Upon any adjustment of the Warrant
Price and any increase or decrease in the number of shares of Common Stock
purchasable upon
3
<PAGE> 4
the exercise of this Warrant, then, and in each such case, the Company, within
thirty days thereafter, shall give written notice thereof to the Holder of this
Warrant at the address at such Holder as shown on the books of the Company,
which notice shall state the Warrant Price as adjusted and the increased or
decreased number of shares purchasable upon the exercise of this Warrant,
setting forth in reasonable detail the method of calculation of each.
5. Charges and Expenses. The issuance of certificates for
shares of Common Stock upon any exercise of this Warrant shall be made without
charge to the Holder hereof for any expenses in respect to the issuance of such
certificates, all of which expenses shall be paid by the Company, and such
certificates shall be issued in the name of, or in such name or names as may be
directed by, the Holder of this Warrant; provided, however, that in the event
that certificates for shares of Common Stock are to be issued in a name other
than the name of the Holder of this Warrant, this Warrant when surrendered for
exercise shall be accompanied by an: (a) instrument of transfer in form
satisfactory to the Company, duly executed by the Holder hereof in person or by
an attorney duly authorized in writing; and (b) opinion of counsel, which
opinion and counsel shall be satisfactory to the Company, that such transfer has
been made in compliance with the applicable federal and state securities laws.
6. Registration.
(a) The Company shall prepare and file with the Securities and
Exchange Commission (the "Commission") as soon as practicable after the
date hereof a registration statement (the "Registration Statement") on
Form S-3 or other available form covering resale of the Warrant Shares
by the MMS Shareholders and shall use its reasonable best efforts to
have the Registration Statement declared effective by the Commission as
promptly as practicable thereafter. The Company and each of the MMS
Shareholders will cooperate in the preparation of the Registration
Statement and will furnish each other with all information concerning
themselves, and such other matters as may be reasonably necessary or
advisable for the Registration Statement, filings under the state
securities laws, and any other statement or application made by or on
behalf of the Company or any of the MMS Shareholders to any
governmental body in connection with the Settlement Agreement and the
transactions contemplated thereby. The Company shall provide a
reasonable opportunity for the MMS Shareholders to review a draft of
the Registration Statement, and any amendment or supplement thereto,
and to correct any information with respect to the MMS Shareholders
prior to the time the Registration Statement is filed with the
Commission. The Company agrees to maintain the effectiveness of the
Registration Statement from the date on which the Commission declares
the Registration Statement to be effective through the first to occur
of (i) the first anniversary of the Closing under the Settlement
Agreement and the effectiveness of the respective releases provided
under Section 2.0 of the Settlement Agreement; (ii) the date on which
each of the MMS Shareholders is no longer subject to any restriction on
resale pursuant to Rule 144 promulgated under the
4
<PAGE> 5
Securities Act ("Rule 144") applicable to the Warrant Shares; and (iii)
the date on which each of the MMS Shareholders shall have exercised all
of the Warrants and sold all of the Warrant Shares held by such person.
Notwithstanding the preceding sentence, if the Board of Directors of
the Company determines in good faith that it is in the best interests
of the stockholders of the Company not to disclose the existence of
facts surrounding any proposed or pending acquisition, disposition,
strategic alliance, financing transaction, or other pending material
event involving the Company, the Company, by written notice to the MMS
Shareholders, may suspend the rights of the MMS Shareholders to make
sales pursuant to the Registration Statement; provided that such period
of suspension shall not exceed forty-five (45) days during the period
in which the Registration Statement is required to remain effective as
provided herein. In addition to the foregoing, in connection with the
preparation, filing, and effectiveness of the Registration Statement,
the Company will:
(i) Prepare and file with the Commission such amendments and
supplements to the Registration Statement and the prospectus used in
connection therewith as may be necessary to keep the Registration
Statement effective for such period as may be required hereunder, and
in each case to comply with provisions of the Securities Act with
respect to the disposition of the Warrant Shares during such period in
accordance with the intended methods of distribution by the MMS
Shareholders set forth in the Registration Statement;
(ii) Furnish the MMS Shareholders such number of copies of
the Registration Statement, each amendment and supplement thereto, in
each case including all exhibits, the prospectus included in the
Registration Statement, and such other documents as the MMS
Shareholders may reasonably request in order to facilitate the
disposition of the Warrant Shares by the MMS Shareholders;
(iii) Use its reasonable best efforts to register or qualify
the Warrant Shares under such other securities or blue sky laws of such
jurisdictions within the United States as the MMS Shareholders
reasonably request to keep such registration or qualification in effect
for as long as the Registration Statement is in effect and to do any
and all other acts and things which may be reasonably necessary or
advisable to enable the MMS Shareholders to consummate the disposition
in such jurisdictions of the Warrant Shares then held or owned by the
MMS Shareholders;
(iv) At any time when a prospectus relating to the resale of
Warrant Shares is required to be delivered under the Securities Act, to
notify the MMS Shareholders of the happening of any event as a result
of which the prospectus contained in the Registration Statement
contains an untrue statement of material fact or omits any facts
necessary to make the statements therein not misleading, and promptly
prepare a supplement or amendment to such prospectus so that, as
thereafter delivered to the purchasers of Settlement Shares, such
prospectus will not contain an untrue statement of material fact or
omit to state any fact necessary
5
<PAGE> 6
to make the statements therein, in light of the circumstances under
which statements were made, not misleading;
(v) If the Registration Statement has been filed on Form S-3
or any other available form promulgated by the Commission permitting
the incorporation of the Company's Commission reports or other
documents by reference, and if such short form thereafter becomes
unavailable for use by the Company for any reason, the Company shall as
promptly as practicable thereafter take such steps as are necessary to
convert the Registration Statement into a registration statement on
Form S-1 or other available long form, including, but not limited to,
by post-effective amendment, and shall use commercially reasonable
efforts to cause such long-form registration statement to become
effective as promptly as practicable thereafter and to otherwise comply
with the provisions of this Section 6.
(b) Exchange Act Reports. From and after the date hereof, and for so
long as is necessary in order to permit the MMS Shareholders to sell the Warrant
Shares pursuant to Rule 144 and to maintain the availability to the Company of
Form S-3 or other available short-form registration statement permitting the
incorporation of the Company's Commission reports or other documents by
reference, the Company will file on a timely basis all reports and other
documents required to be filed by it pursuant to the Securities Act, and the
Exchange Act, including Section 13 or 15(d) thereof; and to furnish to any MMS
Shareholder, so long as such MMS Shareholder owns any Warrant Shares, forthwith
upon request (i) a written statement by the Company that it has complied with
reporting requirements of Rule 144, the Securities Act, and the Exchange Act, or
that it qualifies as a registrant whose securities may be issued or resold
pursuant to Form S-3 (or any other available short-form registration statement),
(ii) a copy of the most recent annual or quarterly report of the Company and
such other reports and documents so filed by the Company (including all
exhibits), and (iii) such other information as may be reasonably requested in
availing any MMS Shareholder of any rule or regulation of the Commission which
permits the selling of any such securities of the Company without registration
or pursuant to Form S-3 or other available short-form registration statement.
7. Miscellaneous.
(a) The Company covenants that it will at all times reserve and keep
available, solely for the purpose of issuance upon the exercise hereof, a
sufficient number of shares of Common Stock to permit the exercise hereof in
full.
(b) The terms of this Warrant shall be binding upon and shall inure to
the benefit of any successors or assigns of the Company and of the Holder hereof
and of the Common Stock issued or issuable upon the exercise hereof.
(c) No Holder of this Warrant, as such, shall be entitled under this
Warrant to vote or receive dividends or be deemed to be a stockholder of the
Company for any purpose.
6
<PAGE> 7
(d) This Warrant and all rights hereunder are not transferable by the
Holder hereof without the prior written consent of the Company, which consent
shall not be unreasonably withheld and which consent may be conditioned upon
delivery to the Company of an opinion of counsel, which opinion and counsel are
satisfactory to the Company, that such transfer will be made in compliance with
applicable federal and state securities laws. The Company may deem and treat the
Holder of this Warrant at any time as the absolute owner hereof for all purposes
and shall not be affected by any notice to the contrary.
(e) By acceptance of this Warrant the Holder represents and warrants to
the Company that such Holder is an "accredited investor" within the meaning of
Regulation D under the Securities Act and that the Holder is acquiring this
Warrant and will acquire any shares of Common Stock issued upon the exercise of
this Warrant for the Holder's own account with the intent of holding such
warrant or shares of Common Stock for investment and without the intent of
participating directly or indirectly in a distribution of the same. Any
certificates for Common Stock issued upon the exercise of this Warrant shall
bear a legend similar to the legend appearing on the first page of this Warrant.
(f) This Warrant shall be construed in accordance with and governed by
the laws of the State of Georgia without regard to conflicts of law principles.
IN WITNESS WHEREOF, the Company has caused this Warrant to be signed by
its duly authorized officers.
Dated: June 25, 1999
PER-SE TECHNOLOGIES, INC.
ATTEST:
By: By:
------------------------- --------------------------
Name: Name:
------------------------- --------------------------
Its: Its:
------------------------- --------------------------
7
<PAGE> 8
SUBSCRIPTION FORM
(To be Executed by the Registered Holder to
Exercise the Rights to Purchase Common
Stock evidenced by the foregoing Warrant)
TO: PER-SE TECHNOLOGIES, INC.
The undersigned hereby exercises the right to purchase __________
shares of Common Stock covered by the attached Warrant in accordance with the
terms and conditions thereof, and herewith makes payment of the Warrant Price of
such shares in full.
The undersigned represents and warrants to you that the undersigned is
an "accredited investor" within the meaning of Regulation D under the Securities
Act of 1933, as amended and that the undersigned is acquiring such shares for
the undersigned's own account with the intent of holding such shares for
investment and without the intent of participating directly or indirectly in a
distribution of such shares.
----------------------------------
By:
------------------------------
----------------------------------
----------------------------------
Address
Dated:
--------------, ---------
8
<PAGE> 9
ASSIGNMENT
(To be Executed by the Registered Holder to
effect a Transfer of the foregoing Warrant)
FOR VALUE RECEIVED, the undersigned hereby sells, and assigns and transfers unto
_______________________________________________________________________________
_______________________________________________________________________________
the foregoing Warrant and the rights represented thereto to purchase shares of
Common Stock of PER-SE TECHNOLOGIES, INC., in accordance with the terms and
conditions thereof, and does hereby irrevocably constitute and appoint
__________________ Attorney to transfer the said Warrant on the books of the
Company, with full power of substitution. The assignment intended hereby shall
not be effective without the written consent thereto of Per-Se Technologies,
Inc.
----------------------------------
By:
-------------------------------
----------------------------------
----------------------------------
Address
Dated
----------------,---
In the presence of:
- -------------------------
9
<PAGE> 1
EXHIBIT 5
January 5, 2000
Securities and Exchange Commission
450 Fifth Street
Washington, D.C. 20549
Re: Form S-3 Registration Statement relating to 333,331
shares of common stock, par value $.01 per share, of
Per-Se Technologies, Inc.
Ladies and Gentlemen:
I am the General Counsel of Per-Se Technologies, Inc., a Delaware
corporation ("Per-Se"), and have acted in such capacity in connection with the
preparation of the Registration Statement on Form S-3 filed with the Securities
and Exchange Commission under the Securities Act of 1933, as amended (the
"Registration Statement"), relating to 333,331 shares of Per-Se common stock,
par value $.01 per share ("Common Stock"), to be sold by certain stockholders of
Per-Se (the "Selling Stockholders") in accordance with the Plan of Distribution
set forth in the Registration Statement.
As such counsel, 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 opinions hereinafter set forth. 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 certificates of
public officials, I have assumed the same to have been properly given and to be
accurate.
Based on the foregoing, I am on the opinion that:
(i) Per-Se is a corporation incorporated and validly existing in good
standing under the laws of the State of Delaware; and
(ii) The outstanding shares of Common Stock to be sold by the Selling
Stockholders have been duly authorized and are validly issued,
fully paid and nonassessable.
I consent to the filing of this opinion as an Exhibit to the
Registration Statement and to the reference to me under the caption "Legal
Matters" in the Prospectus that forms a part of the Registration Statement.
Very truly yours,
/s/ RANDOLPH L. M. HUTTO
Randolph L. M. Hutto
<PAGE> 1
EXHIBIT 23
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-3 of our reports dated February 10, 1999 relating to the
financial statements and financial statement schedule, which appear in the
Per-Se Technologies, Inc. (formerly Medaphis Corporation) Annual Report on Form
10-K for the year ended December 31, 1998. We also consent to the reference to
us under the heading "Experts" in such Registration Statement.
/s/ PricewaterhouseCoopers LLP
- ------------------------------
PricewaterhouseCoopers LLP
Atlanta, Georgia
January 5, 2000
<PAGE> 1
EXHIBIT 99
SELECTED FINANCIAL DATA
The following table sets forth selected consolidated financial data reflecting
Per-Se Technologies, Inc.'s one-for-three reverse stock split which became
effective on November 23, 1999:
<TABLE>
<CAPTION>
Year Ended December 31,
For the Nine Months Ended ---------------------------------------------------------------
September 30, 1999 1998 1997 1996 1995 1994
-------------------------- --------- --------- --------- --------- ---------
(in thousands, except per share data)
<S> <C> <C> <C> <C> <C> <C>
STATEMENTS OF OPERATIONS DATA
Revenue $ 245,001 $ 349,823 $ 392,420 $ 400,451 $ 369,034 $ 267,248
Income (loss) from continuing
operations (59,238) (558,957) (92,523) (99,644) (17,704) 19,446
Net income (loss) (1) (58,694) (560,214) (2) (19,303) (3) (137,337) (2,650) 25,314
Pro forma net income (loss) (4) (58,694) (560,214) (19,303) (136,358) (4,780) 24,251
Weighted average shares
outstanding 27,524 25,673 24,226 23,742 17,530 15,376
PER SHARE DATA (4)
Pro forma basic income (loss)
from continuing operations $ (2.15) $ (21.77) $ (3.82) $ (4.20) $ (1.01) $ 1.26
Pro forma basic net income
(loss) $ (2.13) $ (21.82) $ (0.80) $ (5.74) $ (0.27) $ 1.58
<CAPTION>
As of December 31,
As of ---------------------------------------------------------------
September 30, 1999 1998 1997 1996 1995 1994
----------------------- --------- ---------- --------- --------- ---------
(in thousands)
<S> <C> <C> <C> <C> <C> <C>
BALANCE SHEET DATA
Total assets $ 239,772 $ 286,721 $ 847,145 $ 901,997 $ 908,456 $ 571,555
Total debt 175,042 176,080 200,691 271,424 153,842 148,030
Convertible subordinated debentures -- -- -- -- 63,375 63,375
Stockholders' equity $ (18,367) $ 2,323 $ 501,781 $ 508,525 $ 554,008 $ 235,970
</TABLE>
(1) Reflects the income (loss) from discontinued operations of $(0.1) million,
$ (0.7) million, $(37.7) million, $15.1 million and $5.9 million for 1998,
1997, 1996, 1995 and 1994, respectively, and the gain on sale of Medaphis
Services Corporation, a discontinued operation, of $7.2 million in 1998.
(2) Reflects an $8.4 million extraordinary charge for the early extinguishment
of debt.
(3) Reflects the extraordinary income of $76.4 million relating to the sale of
Healthcare Recoveries, Inc. and a $2.5 million charge for the change in
accounting for business process reengineering costs incurred in connection
with an information technology project, pursuant to Emerging Issues Task
Force Consensus No. 97-13, Accounting for Costs Incurred in Connection with
a Consulting or an Internal Project that Combines Business Process
Reengineering and Information Technology.
(4) In 1995 and 1996, the Company acquired Automation Atwork ("Atwork"), Consort
Technologies, Inc ("Consort"), Intelligent Visual Computing ("IVC"), Rapid
Systems Solutions, Inc. ("Rapid Systems") and BSG Corporation ("BSG")in
merger transactions accounted for as poolings-of-interests. Prior to the
mergers, Atwork, Consort, IVC, Rapid Systems and a company acquired by BSG
prior to the Company's merger with BSG had elected "S" corporation status
for income tax purposes. As a result of the mergers (or, in the case of the
company acquired by BSG, its acquisition by BSG), such entities terminated
their "S" corporation elections. Pro forma net income (loss) and pro forma
net income (loss) per common share are presented in the consolidated
statements of operations as if each of these entities had been a "C"
corporation during the periods presented.
