As filed with the Securities and Exchange Commission on September __, 1997
Registration No. 333-
=========================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-----------------------
MEDIC COMPUTER SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
North Carolina
(State or other jurisdiction of incorporation or organization)
56-1306083
(I.R.S. Employer Identification No.)
8601 Six Forks Road
Raleigh, North Carolina 27615
(919) 847-8102
(Address, including zip code, and telephone number,
including area code of registrant's principal
executive offices)
JOHN P. MCCONNELL
President
Medic Computer Systems, Inc.
8601 Six Forks Road
Raleigh, North Carolina 27615
(919) 847-8102
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
Copies to:
DONALD R. REYNOLDS, ESQ.
Wyrick Robbins Yates & Ponton LLP
4101 Lake Boone Trail, Suite 300
Raleigh, North Carolina 27607
(919) 781-4000
Approximate date of commencement of proposed sale to the public: As
soon as practicable after this 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. [ ]
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. [ ]
If delivery of the prospectus is expected to be made pursuant to
Rule 434, please check the following box. [ ]
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
- --------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------- --------------------- ---------------------- ---------------------- ----------------------
Proposed Proposed maximum
Title of each class of securities Amount to be maximum offering aggregate offering Amount of
to be registered registered price per unit(1) price(1) registration fee
- ------------------------------------- --------------------- ---------------------- ---------------------- ----------------------
Common Stock, $.01 par value 301,142 shares $31.9688 $9,627,148.37 $2,917.32
===================================== ===================== ====================== ====================== ======================
</TABLE>
(1) Estimated solely for the purpose of computing the amount of the
registration fee, based on the average of the high and low prices for
the Common Stock as reported on the Nasdaq National Market System on
September 2, 1997 pursuant to Rule 457(c).
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 that 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.
================================================================================
<PAGE>
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.
SUBJECT TO COMPLETION, DATED SEPTEMBER __, 1997
PROSPECTUS
MEDIC COMPUTER SYSTEMS, INC.
301,142 Shares of Common Stock
The common stock, $.01 par value per share ("Common Stock"), of Medic
Computer Systems, Inc. (the "Company") as traded on the Nasdaq National Market
Common Stock on the NMS on September 2, 1997 was $31.9688 per share.
---------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF
THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
---------------------
The shares of Common Stock offered hereby (the "Shares") are to be sold
from time to time by the Selling Shareholders (see "Selling Shareholders") by
means of ordinary brokers' transactions, in transactions directly with market
makers, in certain privately negotiated transactions, through the writing of
options on shares (whether such options are listed on an options exchange or
otherwise), or a combination of such methods of sale. See "Plan of
Distribution". Each Selling Shareholder has advised the Company that no sale or
distribution of the Shares other than as disclosed herein will be effected until
after this Prospectus shall have been appropriately amended or supplemented, if
required, to set forth the terms thereof. The Company will not receive any
proceeds from the sale of the Shares by the Selling Shareholders.
In making this offering on behalf of the Company, the Selling
Shareholders may be deemed to be "underwriters" within the meaning of the
Securities Act of 1933, as amended (the "Securities Act").
The Selling Shareholders will receive all of the net proceeds from the
sale of the Shares. The expenses of this offering are estimated to be $15,000
and will be paid by the Company. Normal commission expenses and brokerage fees,
as well as any applicable transfer taxes, are payable individually by the
Selling Shareholders.
---------------------
No person is authorized to give any information or to make any
representations other than those contained or incorporated by reference in this
Prospectus and, if given or made, such information or representations
<PAGE>
must not be relied upon as having been authorized. This Prospectus does not
constitute an offer of any securities other than the registered securities to
which it relates or an offer to any person in any jurisdiction where such offer
would be unlawful. The delivery of this Prospectus at any time does not imply
that the information herein is correct as of any time subsequent to its date.
---------------------
The date of this Prospectus is September __, 1997.
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith files periodic reports, proxy statements and other
information with the Securities and Exchange Commission (the "Commission"). Such
reports, proxy statements and other information which can be inspected and
copied at the public reference facilities maintained by the Commission at 450
Fifth Street, N.W., Washington, D.C. 20549, and at certain of the Commission's
regional offices located as follows: Seven World Trade Center, Suite 1300, New
York, New York 10048; and 500 West Madison Street, Suite 1400, Chicago, Illinois
60661. Copies of such material can also be obtained at prescribed rates from the
Public Reference Section of the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549. Such reports, proxy statements and other information
concerning the Company may also be inspected at the office of the Nasdaq Stock
Market, Inc. at the National Association of Securities, 1735 K Street, N.W.,
Washington, D.C. 20006.
The Company has filed with the Commission a Registration Statement on
Form S-3 (herein referred to, together with all amendments thereto, as the
"Registration Statement") under the Securities Act with respect to the offering
of the Shares made hereby. This Prospectus does not contain all of the
information contained in the Registration Statement, certain parts of which are
omitted in accordance with the rules and regulations of the Commission.
Statements contained in this Prospectus as to the contents of any contract or
other document are summaries that are not necessarily complete and in each
instance reference is made to the copy of such contract or other document filed
as an exhibit to the Registration Statement, each such statement herein being
qualified in all respect by such reference. Such documents may be obtained from
the Public Reference Section of the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549 at prescribed rates or may be examined without charge at
the public reference facilities of the Commission.
The Commission maintains a World Wide Web site that contains reports,
proxy and information statements and other information regarding registrants
that file electronically with the Commission. The address of the Commission's
web-site is http:\\www.sec.gov.
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The following documents filed by the Company with the
Commission are incorporated in this Prospectus by reference: (a) the Company's
Annual Report on Form 10-K for the fiscal year ended December 31, 1996, filed
pursuant to Section 13 of the Exchange Act; (b) the description of the Company's
Common Stock contained in the Company's Registration Statement on Form 8-A filed
pursuant to Section 12 of the Exchange Act on May 6, 1992, including any
amendment or report filed for the purpose of updating such description; (c) the
Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 1997;
(d) the Company's Quarterly Report on Form 10-Q for the quarter ended June 30,
1997; (e) the Company's Current Report on Form 8-K dated July 16, 1997; and (f)
the Company's Current Report on Form 8-K dated September 8, 1997. All reports
and other documents filed by the Company pursuant to Section 13(a), 13(c), 14 or
15(d) of the Exchange Act subsequent to the date hereof and prior to the
termination of the offering of the Shares shall be deemed to be incorporated by
reference in this Prospectus and to be a part hereof from the date of the filing
of such documents. Any statement contained herein or in a document incorporated
or deemed to be incorporated by reference herein shall be deemed to be modified
or superseded for purposes of this Prospectus to the extent that a statement
contained herein or in any other subsequently filed document that also is or is
deemed to be incorporated by reference herein modifies or supersedes such
statement. Any such statement
<PAGE>
so modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Prospectus.
The Company hereby undertakes to provide without charge to each person,
including any beneficial owner, to whom a copy of this Prospectus is delivered,
upon written or oral request of such person, a copy of any or all of the
foregoing documents incorporated by reference in this Prospectus (other than the
exhibits to such documents, unless such exhibits are specifically incorporated
by reference in such document). Requests for such copies should be directed to
the Chief Financial Officer of Medic Computer Systems, Inc., 8601 Six Forks
Road, Raleigh, North Carolina 27615 (telephone: 919-847-8102).
<PAGE>
THIS PROSPECTUS, INCLUDING THE INFORMATION INCORPORATED HEREIN BY
REFERENCE, CONTAINS FORWARD-LOOKING STATEMENTS WHICH INVOLVE RISKS AND
UNCERTAINTIES. THE COMPANY'S ACTUAL RESULTS MAY DIFFER MATERIALLY FROM THOSE
DISCUSSED IN THE FORWARD-LOOKING STATEMENTS AS A RESULT OF VARIOUS FACTORS,
INCLUDING WITHOUT LIMITATION THOSE SET FORTH IN THE INFORMATION INCORPORATED
HEREIN BY REFERENCE.
ACQUISITION OF HOME CARE INFORMATION SYSTEMS, INC.
On February 28, 1997, the Company entered into an Agreement and Plan of
Merger (the "Merger Agreement") with Home Care Information Systems, Inc., a New
Jersey Corporation ("HCIS"), HCIS Acquisition Corporation, a North Carolina
corporation and wholly owned subsidiary of the Company ("HCIS Acquisition"), and
each of the stockholders of HCIS (the "Selling Shareholders"). Pursuant to the
Merger Agreement, HCIS Acquisition was merged with and into HCIS (the "Merger")
on or about February 28, 1997, and each outstanding share of common stock of
HCIS was converted automatically into the right to receive shares of the
Company's Common Stock and cash in lieu of fractional shares based on the merger
exchange ratio set forth in the Merger Agreement (the "Exchange Ratio"). As a
result, HCIS is a wholly owned subsidiary of the Company. The 301,142 shares of
the Company's Common Stock offered hereby issued in the Merger to holders of
outstanding shares of HCIS stock and remaining unsold as of the date hereof are
referred to herein as the "Shares".
PLAN OF DISTRIBUTION
The shares offered hereby consist of the Shares. The Selling
Shareholders may sell Shares from time to time in the over-the-counter market at
prices and on terms prevailing at the time of any such sale. Any such sales may
be made in brokers' transactions through broker-dealers acting as agents or in
transactions directly with market makers. The Selling Shareholders may also sell
Shares from time to time in privately negotiated transactions in which no broker
or other third party (other than the purchaser) is involved, through the writing
of options on shares (whether such options are listed on an options exchange or
otherwise), or a combination of such methods of sale. A Selling Shareholder also
may pledge shares as collateral for margin accounts and such shares may be
resold pursuant to the terms of such accounts. The Selling Shareholders will pay
any applicable transfer taxes and brokerage commissions or discounts, if any,
with respect to the sale of Shares.
The Selling Shareholders, and any other persons who participate in the
sale of the Shares, may be deemed to be "underwriters" as defined in the
Securities Act. Any commissions paid or any discounts or concessions allowed to
any such persons, and any profits received on resale of Shares, may be deemed to
be underwriting discounts and commissions under the Securities Act.
The Company has agreed to maintain the effectiveness of this
Registration Statement until the earlier of (i) April 9, 1998 plus a number of
additional days equal to the time from August 14, 1997 until the effective date
hereof or (ii) the date when all the Shares covered by the Registration
Statement have been sold pursuant to this Registration Statement. No sales may
be made pursuant to this Prospectus after such date unless the Company amends or
supplements this Prospectus to indicate that it has agreed to extend such period
of effectiveness.
<PAGE>
SELLING SHAREHOLDERS
The following table sets forth certain information, as of September 5,
1997, with respect to the Selling Shareholders and the number of Shares offered
hereby:
<TABLE>
<CAPTION>
<S> <C> <C>
Percentage of
Ownership Prior to
Name of Selling Shareholder(1) Shares Offering
- ------------------------------------------------------ ---------------------- --------------------------
Steven L. Griff 120,514 *
Michael J. Del Collo, Jr. 85,314 *
James C. McMillan, Jr. 95,314 *
----------------------
TOTAL: 301,142
</TABLE>
- ---------------------------
(1) All Selling Shareholders were formerly stockholders of HCIS and are
current employees of HCIS.
* Less than 1%.
LEGAL MATTERS
The validity of the Shares offered hereby has been passed upon for the
Company by Wyrick Robbins Yates & Ponton LLP, Raleigh, North Carolina.
<PAGE>
MEDIC COMPUTER SYSTEMS, INC.
REGISTRATION STATEMENT ON FORM S-3
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
The following table sets forth the various expenses in connection with
the sale and distribution of the securities being registered. All expenses of
registration of the Shares will be borne by the Company. All of the amounts
shown are estimates except the registration fee.
<TABLE>
<CAPTION>
<S> <C>
Item Amount to be Paid
Registration fee $ 2,917.32
Legal fees and expenses $ 5,000.00
Accounting fees and expenses $ 5,000.00
Miscellaneous $ 2,082.68
-----------
TOTAL $ 15,000.00
===========
</TABLE>
Item 15. Indemnification of Directors and Officers
The Company's Articles of Incorporation eliminate, to the fullest
extent permitted by the North Carolina Business Corporation Act (the "Business
Corporation Act"), the personal liability of each director to the Company or its
shareholders for monetary damages for breach of duty as a director. This
provision in the Articles of Incorporation does not change a director's duty of
care, but it eliminates monetary liability for certain violations of that duty,
including violations based on grossly negligent business decisions that may
include decisions relating to attempts to change control of the Company. The
provision does not affect the availability of equitable remedies for a breach of
the duty of care, such as an action to enjoin or rescind a transaction involving
a breach of fiduciary duty; in certain circumstances, however, equitable
remedies may not be available as a practical matter. Under the Business
Corporation Act, the limitation of liability provision is ineffective against
liabilities for (i) acts or omissions that the director knew or believed at the
time of the breach to be clearly in conflict with the best interests of the
Company, (ii) unlawful distributions described in Business Corporation Act
Section 55-8-33, (iii) any transaction from which the director derived an
improper personal benefit, or (iv) acts or omissions occurring prior to the date
the provision became effective. The provision also in no way affects a
director's liability under the federal securities laws.
Also, to the fullest extent permitted by the Business Corporation Act,
the Company's Bylaws provide, in addition to the indemnification of directors
and officers otherwise provided by the Business Corporation Act, for
indemnification of the Company's current or former directors, officers and
employees against any all liability and litigation expense, including reasonable
attorneys' fees, arising out of their status or activities as directors,
officers and employees, except for liability or litigation expense incurred on
account of activities that were at the time known or believed by
<PAGE>
such director, officer or employee to be clearly in conflict with the best
interests of the Company.
At present, there is no pending litigation or proceeding involving a
director or officer of the Registrant as to which indemnification is being
sought nor is the Registrant aware of any threatened litigation that may result
in claims for indemnification by any officer or director.
Item 16. Exhibits
5.1 Opinion of Wyrick Robbins Yates & Ponton LLP.
23.1 Consent of Coopers & Lybrand L.L.P.
23.2 Consent of Counsel (included in Exhibit 5.1).
25.1 Power of Attorney (see page II-4).
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;
(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) that, individually or in the aggregate,
represent a fundamental change in the information set forth in the registration
statement;
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in the registration statement
or any material change to such information in the registration statement;
PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed by the Registrant
pursuant to Section 13 or Section 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 of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered that remain unsold at the
termination of the offering.
<PAGE>
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 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 to be the initial bona fide offering thereof.
(h) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the provisions discussed in Item 15 above,
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 Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
the Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Raleigh,
County of Wake, State of North Carolina, on the 4th day of September 1997.
MEDIC COMPUTER SYSTEMS, INC.
By:_/s/ JOHN P. MCCONNELL
John P. McConnell
President
Each person whose signature appears below in so signing also makes,
constitutes and appoints John P. McConnell and Luanne L. Roth, and each of them
acting alone, his/her true and lawful attorney-in-fact, with full power of
substitution, for him/her in any and all capacities, to sign any and all
amendments (including post-effective amendments) to this Registration Statement
and any related Registration Statements filed pursuant to Rule 462(b)
promulgated under the Securities Act of 1933, as amended, and to file the same,
with all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorney-in-fact and
agent, full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he/she might or could do in person, hereby ratifying and
confirming all that said attorney-in-fact and agent, or his/her substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated.
<TABLE>
<CAPTION>
<S> <C> <C>
Signature Title Date
/s/ JOHN P. MCCONNELL President (Principal September 4, 1997
- --------------------- Executive Officer) and
John P. McConnell Director
/s/ LUANNE L. ROTH Vice President and September 4, 1997
- --------------------- Chief Financial Officer
Luanne L. Roth (Principal Financial and
Accounting Officer)
/s/ ALAN W. WINCHESTER Director September 4, 1997
- ----------------------
Alan W. Winchester
/s/ THOMAS C. NELSON Director September 4, 1997
- --------------------
Thomas C. Nelson
<PAGE>
/s/ JOHN L. CORSE Director September 4, 1997
- -------------------
John L. Corse
/s/ PATRICK V. HAMPSON Director September 4, 1997
- ----------------------
Patrick V. Hampson
</TABLE>
<PAGE>
EXHIBIT 5.1
September 10, 1997
Medic Computer Systems, Inc.
8601 Six Forks Road
Raleigh, North Carolina 27615
RE: Registration Statement on Form S-3
Ladies and Gentlemen:
We have examined the Registration Statement on Form S-3 to be filed by
Medic Computer Systems, Inc., a North Carolina corporation (the "Company"), with
the Securities and Exchange Commission on or about the date hereof (the
"Registration Statement"), in connection with the registration under the
Securities Act of 1933, as amended, of 301,142 shares of the Company's Common
Stock, $.01 par value per share (the "Shares"). In our examination, we have
assumed the genuineness of all signatures, the authenticity of all documents
submitted to us as originals and the conformity with the original of all
documents submitted to us as copies thereof.
As your legal counsel, we have examined the proceedings taken, and are
familiar with the proceedings proposed to be taken, in connection with the sale
and issuance of the Shares.
It is our opinion that, upon completion of the proceedings being taken
or contemplated by us, as your counsel, to be taken prior to the issuance of the
Shares, including the proceedings being taken in order to permit such
transaction to be carried out in accordance with applicable state securities
laws, the Shares when issued and sold in the manner referred to in the
Registration Statement and in accordance with the resolutions adopted by the
Board of Directors of the Company, will be legally and validly issued, fully
paid and nonassessable.
We consent to the use of this opinion as an exhibit to the Registration
Statement and further consent to the use of our name wherever appearing in the
Registration Statement, including the Prospectus constituting a part thereof,
and any amendments thereto.
Very truly yours,
/s/ Wyrick Robbins Yates & Ponton LLP
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the registration statement of
Medic Computer Systems, Inc. on Form S-3 of our report dated March 21, 1997, on
our audits of the consolidated financial statements of Medic Computer Systems,
Inc. as of December 31, 1996 and 1995, and for the years ended December 31,
1996, 1995 and 1994, appearing in the Annual Report on Form 10-K for the year
ended December 31, 1996.
/s/Coopers & Lybrand L.L.P.
Raleigh, North Carolina
September 11, 1997
