<PAGE>
As filed with the Securities and Exchange Commission on April 7, 1997
Registration No. 333-23683
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
SHARED MEDICAL SYSTEMS CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 23-1704148
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
51 Valley Stream Parkway
Malvern, Pennsylvania 19355
(610) 219-6300
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
Bonnie L. Shuman, Esquire
Shared Medical Systems Corporation
General Counsel
51 Valley Stream Parkway
Malvern, Pennsylvania 19355
(610) 219-6300
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copies to:
Thomas E. Wood, Esquire
Drinker Biddle & Reath
Suite 300
1000 Westlakes Drive
Berwyn, Pennsylvania 19312-2409
Approximate date of commencement of proposed sale to the public: From time to
time 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. [ ] ______________
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>
- -----------------------------------------------------------------------------------------------------------
Proposed
Title of Shares Proposed maximum
to be Amount to be maximum aggregate aggregate offering Amount of
registered registered price per unit(1) price(1) Registration Fee
<S> <C> <C> <C> <C>
- -----------------------------------------------------------------------------------------------------------
Common Stock, $.01 par value 753,195 $51.75 $38,977,841 $11,811.47
per share
</TABLE>
________________________________________________________________________________
(1) Estimated solely for purposes of calculating the registration fee. In
accordance with Rule 457(c) promulgated under the Securities Act of 1933, as
amended, the price shown is based upon the average of the high and low price of
Shared Medical Systems Corporation on March 17, 1997, as reported by the Nasdaq
National Market.
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.
<PAGE>
PROSPECTUS
SHARED MEDICAL SYSTEMS CORPORATION
753,195 Shares of Common Stock
This Prospectus relates to 753,195 shares of Common Stock, par
value $.01 per share ("Common Stock"), of SHARED MEDICAL SYSTEMS
CORPORATION, a Delaware corporation (the "Company") which may be offered
for sale from time to time by certain stockholders of the Company (the
"Selling Stockholders"), or by their pledgees, donees, transferees or other
successors in interest, to or through underwriters or through brokers or
agents in one or more transactions at varying prices determined at the time
of sale or at fixed or negotiated prices. See "Plan of Distribution."
Holders of Common Stock are entitled to one vote per share on all matters
submitted to the stockholders and do not have cumulative voting rights in
the election of directors, or preemptive rights to subscribe for additional
securities which may be issued by the Company.
The Company will not receive any of the proceeds from the sale of
shares of Common Stock (the "Shares") by the Selling Stockholders. The
Company will pay all of the expenses associated with the registration of
the Shares under the Securities Act of 1933, estimated to be approximately
$21,061.47. The Selling Stockholders will pay for all other costs of the
distribution and sale of the Shares, if any.
The Common Stock is traded on the Nasdaq National Market under
the symbols "SMED." On April 4, 1997 the closing price of the Common Stock
was $47.75 per share.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR
HAS THE SECURITIES AND EXCHANGE 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 Date of this Prospectus is April 10, 1997
<PAGE>
No dealer, salesman or other person has been authorized to give
any information or to make any representation not contained in or
incorporated by reference in this Prospectus and, if given or made, such
information or representation must not be relied upon as having been
authorized by the Company, the Selling Stockholders or any other person.
This Prospectus does not constitute an offer to sell or a solicitation of
an offer to buy any of the securities offered hereby in any jurisdiction
to any person to whom it is unlawful to make such an offer in such
jurisdiction. Neither the delivery of this Prospectus nor any sale made
hereunder shall, under any circumstances, create any implication that the
information herein is correct as of any time subsequent to the date hereof
or that there has been no change in the affairs of the Company since such
date.
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 reports, proxy statements and other information
with the Securities and Exchange Commission (the "Commission"). Such
reports, proxy statements and other information concerning the Company
filed with the Commission may be inspected and copied at the public
reference facilities maintained by the Commission at its office at Room
1024, 450 Fifth Street, N.W., Washington, D.C. 20549, as well as at the
Regional Offices of the Commission at 500 West Madison Street, Suite 1400,
Chicago, Illinois 60661 and 7 World Trade Center, New York, New York 10048.
Copies of such material can be obtained from the Public Reference Section
of the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549, at
prescribed rates. The Commission maintains a Web site that contains
reports, proxy, and information statements and other information regarding
registrants that file electronically with the Commission at
http://www.sec.gov. Shares of the Company's Common Stock are traded on the
Nasdaq National Market. Such reports, proxy and information statements and
other information can also be inspected and copied at the offices of the
National Association of Securities Dealers, Inc. at 1735 K Street, N.W.,
Washington, D.C. 20006-1500.
The Company has filed a registration statement on Form S-3
(herein, together with all amendments and exhibits thereto, the
"Registration Statement"), under the Securities Act of 1933, as amended
(the "Securities Act"), with respect to the securities offered pursuant to
this Prospectus. This Prospectus does not contain all of the information
set forth in the Registration Statement, certain parts of which are omitted
in accordance with the rules and regulations of the Commission. For
further information, reference is made to the Registration Statement and
the exhibits filed as a part thereof. Statements contained herein
concerning any document filed as an exhibit are not necessarily complete
and, in each instance, reference is made to the copy of such document filed
as an exhibit to the Registration
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<PAGE>
Statement. Each such statement is qualified in its entirety by such
reference.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents, filed by the Company with the Commission
(File No. 07416) pursuant to the Exchange Act or pursuant to the Securities
Act are hereby incorporated by reference in this Prospectus: (a) the
Company's Annual Report on Form 10-K for the fiscal year ended December 31,
1996; (b) the description of the Company's Common Stock contained in the
Company's Registration Statement on Form 10, Reg. No. 000-07416, filed on
September 19, 1973, including any amendments or reports filed for the
purpose of updating such description.
All other documents filed by the Company pursuant to Section
13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the date of
this Prospectus and prior to the termination of the offering pursuant to
this Prospectus shall be deemed to be incorporated by reference and to be a
part of this Prospectus from the date of filing of such documents. Any
statement contained 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 subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement.
Any statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Prospectus.
The Company will provide without charge to each person to whom a
copy of this Prospectus is delivered, upon oral or written request of any
such person, a copy of any or all of the documents incorporated herein by
reference, other than the exhibits to such documents (unless such exhibits
are specifically incorporated by reference into the information that the
Prospectus incorporates). Requests should be directed to Shared Medical
Systems Corporation, 51 Valley Stream Parkway, Malvern, Pennsylvania 19355;
Attn: Terrence W. Kyle, telephone (610) 219-6300.
THE COMPANY
The Company was incorporated in Delaware in 1969. The Company's
principal executive office is located at 51 Valley Stream Parkway, Malvern,
Pennsylvania 19355, and its telephone number is (610) 219-6300.
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<PAGE>
The Company and its subsidiaries provide computer-based
information systems and associated services to the health industry in North
America and Europe.
The Company's services and systems are offered to integrated
health networks, multientity health corporations, community health
information networks, acute-care hospitals, physician groups, managed
services organizations, and other health providers. These services and
systems include a full range of clinical, financial, patient management,
managed care, imaging, management decision, and electronic data interchange
services that use diverse computing and networking technologies, ranging
from remote processing (i.e., at the Company's Information Services
Center), to distributed processing systems, to on-site systems. The Company
also provides professional services related to its information systems
business.
In the United States, which has historically been the Company's
most significant market, the Company currently has contracts with hospitals
in 48 states, the District of Columbia, and Puerto Rico. The Company
markets its information systems and provides installation services and
ongoing technical and educational support with a field staff working from
branch offices. At its Corporate Headquarters and Information Services
Center, the Company has a customer service staff, applications specialists,
and communications and computer operations personnel who assist customers
in their day-to-day use of the Company's systems, and system designers and
programmers who work to improve existing software applications and develop
additional information processing services and systems.
On February 28, 1997, a wholly-owned subsidiary of the Company
completed a merger with American Healthware Systems, Inc., a provider of
financial information systems and facilities management services to health
organizations in New York State. Under the terms of the merger agreement,
the Company issued 1,255,325 shares of the Company's Common Stock in
exchange for all outstanding shares of American Healthware Systems, Inc.
This transaction will be accounted for as a pooling of interests.
In 1981, the Company entered the health information processing
services and systems market in Europe. In Europe, the Company markets,
installs and supports its products through local offices in ten countries.
Currently, the Company has customer contracts in Belgium, the Czech
Republic, Denmark, France, Germany, Greece, Hungary, Ireland, Italy,
Luxembourg, Malta, the Netherlands, Poland, the Slovak Republic, Spain, and
the United Kingdom.
The Company's health information systems and related services are
delivered on computers that range from personal computers to minicomputers,
to mainframes, which can operate at the customer's site, at the Company's
Information Services Center (i.e. remotely), or as part of a distributed
network. Distributed network systems enable customers to process any
combination of the Company's information systems either at the
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<PAGE>
Company's Information Services Center, or at the customer's site. These
systems are also offered with networking features that enable multientity
health organizations to process information for affiliated hospitals,
physician groups, and clinics.
USE OF PROCEEDS
The net proceeds from the sale of shares of Common Stock will be
received by the Selling Stockholders. The Company will receive none of the
proceeds from any sale of shares of Common Stock by the Selling
Stockholders.
SELLING STOCKHOLDERS
The table below sets forth information as of March 20, 1997 with
respect to the Selling Stockholders, their names, holdings of shares of the
Company's Common Stock prior to the offering of the Shares, the number of
Shares being offered for the Selling Stockholders' accounts, and the number
of shares of the Company's Common Stock owned by the Selling Stockholders
immediately following the sale of the Shares, assuming all of the offered
Shares are sold.
COMMON STOCK
------------
<TABLE>
<CAPTION>
Shares of Common Stock Percentage of
Common Stock Shares of to be Common Stock
Owned Before Common Stock Owned After Owned After
the Offering Being Offered the Offering the Offering*
------------ ------------- ------------ --------------
<S> <C> <C> <C> <C>
Harold Fischman 502,130 301,278/(1)/ 200,852 0.8%
George Weinberger 753,195 451,917/(2)/ 301,278 1.2%
</TABLE>
__________________
* Based on 24,862,447 shares of Common Stock outstanding as of February 28,
1997 (net of treasury shares).
(1) Represents 60% of the total number of shares of Common Stock acquired by
Mr. Fischman upon the merger of American Healthware Systems, Inc., of which
Mr. Fischman was a shareholder, with a subsidiary of the Company on
February 28, 1997.
(2) Represents 60% of the total number of shares of Common Stock of the Company
acquired by Mr. Weinberger in the merger transaction referenced in note 1,
above. Mr. Weinberger also was a shareholder in American Healthware
Systems, Inc.
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<PAGE>
Relationship Between the Company and the Selling Stockholders
The Selling Stockholders were the former sole stockholders of American
Healthware Systems, Inc., which merged with a wholly-owned subsidiary of
the Company on February 28, 1997. The Selling Stockholders acquired their
shares of Common Stock of the Company as consideration in the merger.
PLAN OF DISTRIBUTION
The Shares are being offered by the Selling Stockholders acting
as principals for their own accounts. The Selling Stockholders will offer
the Shares from time to time on the NASDAQ National Market through broker-
dealer firms. Such broker-dealers may receive compensation in the form of
discounts, concessions or commissions from the Selling Stockholders for
whom they may act as agent in such transactions. The Selling Stockholders
will bear all discounts, concessions and commissions incurred by them in
the sale of the Shares. The Selling Stockholders and any broker-dealers
that participate in the distribution of Shares offered hereby may be deemed
to be underwriters under the Securities Act, and any profit on the sale of
such securities by them, and any discounts, concessions or commissions
received by any such broker-dealers, may be deemed to be underwriting
discounts and commissions under the Securities Act.
LEGAL MATTERS
The validity of the Shares offered hereby are being passed upon
by Drinker Biddle & Reath, counsel to the Company. Raymond K. Denworth, a
Director of the Company and the owner of less than 1% of the Company's
Common Stock outstanding on February 28, 1997, is of counsel to Drinker
Biddle & Reath.
EXPERTS
The consolidated financial statements and schedules incorporated
by reference in this prospectus and elsewhere in this Registration
Statement have been audited by Arthur Andersen LLP, independent public
accountants, as indicated in their reports with respect thereto, and are
included herein in reliance upon the authority of said firm as experts in
giving said reports.
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<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The following is a list of the estimated expenses to be incurred
by the Company in connection with the issuance and distribution of the
Shares being registered hereby.
<TABLE>
<S> <C>
SEC Registration Fee.......................... $11,811.47
Accountants' Fees and Expenses................ 1,000.00*
Legal Fees and Expenses....................... 7,500.00
Miscellaneous................................. 750.00*
-----------
TOTAL.................................... $ 21,061.47*
</TABLE>
__________________
* Estimated, subject to change.
The Selling Stockholders will not bear any portion of the expenses of
registration of the Shares.
Item 15. Indemnification of Directors and Officers.
Section 102(b)(7) of the Delaware General Corporation Law (the "GCL")
provides that a provision in a Delaware corporation's certificate of
incorporation eliminating or limiting the personal liability of a director
to a corporation or its stockholders shall not eliminate or limit the
liability of a director (i) for any breach of the director's duty of
loyalty to the corporation or its stockholders, (ii) for acts or omissions
not in good faith or which involve intentional misconduct or a knowing
violation of law, (iii) for willful or negligent unlawful payments of
dividends or stock purchases or redemptions by the corporation, or (iv) for
any transaction from which the director derived an improper personal
benefit.
Article Twelfth of the Company's Restated Certificate of Incorporation
provides that a director of the Company shall have no personal liability to
the Company or to its stockholders for monetary damages for breach of
fiduciary duty as a director except to the extent that Section 102(b)(7)
(or any successor provision) of the GCL, as amended from time to time,
expressly provides that the liability of a director may not be eliminated
or limited.
Section 145 of the GCL contains detailed provisions permitting a
Delaware corporation to indemnify directors and
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<PAGE>
officers against expenses, judgments, fines and settlements in connection
with litigation under certain circumstances.
Article IX of the Registrant's By-Laws provides that any person who
was or is a party or is threatened to be made a party to a proceeding,
whether civil, criminal, administrative or investigative, by reason of the
fact that such person is or was a director or officer of the Company, or is
or was serving while a director or officer of the Company at the request of
the Company as a director, officer, employee, agent, fiduciary or other
representative of another corporation, partnership, joint venture, trust,
employee benefit plan or other enterprise, shall be indemnified by the
Company against expenses (including attorneys' fees), judgments, fines,
excise taxes and amounts paid in settlement actually and reasonably
incurred by such person in connection with such action, suit or proceeding
to the full extent permissible under Delaware Law.
The Agreement of Merger pursuant to which the Selling Stockholders
acquired the shares of Company Common Stock which are the subject of this
Registration Statement provides for the indemnification by the Selling
Stockholders of the Company, its officers, directors and shareholders
against certain damages that may arise out of certain inaccuracies or
breaches in the Agreement of Merger or related documents and for certain
undisclosed liabilities and litigation described therein.
The Registration Rights Agreements between the Company and the Selling
Stockholders provides for the indemnification of the Company, its officers,
directors, employees, agents or "control" persons within the meaning of
Section 15 of the Securities Act, by the Selling Stockholders for losses,
including legal expenses, that arise out of certain statements or omissions
in this Registration Statement. If indemnification is unavailable, the
Selling Stockholders may be responsible for contribution.
The Company maintains, on behalf of its directors and officers,
insurance protection against certain liabilities arising out of the
discharge of their duties, as well as insurance covering the Company for
indemnification payment made to its directors and officers for certain
liabilities.
II-2
<PAGE>
Item 16. Exhibits.
Exhibit
Number Description
------- -----------
4.1 Shared Medical Systems Corporation Restated Certificate of
Incorporation dated June 19, 1992 (incorporated by reference to
Exhibit (4) to the Company's Quarterly Report on Form 10-Q for
the quarter ended June 30, 1992)
4.2 Amended Bylaws of Shared Medical Systems Corporation (incorporated
by reference to Exhibit (3) to the Company's Quarterly Report on
Form 10-Q for the fiscal quarter ended September 30, 1995)
5 Opinion of Drinker Biddle & Reath
23.1 Consent of Drinker Biddle & Reath (included in Exhibit 5)
23.2 Consent of Arthur Andersen LLP (incorporated by reference to
Exhibit 23 to the Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 1996)
24 Powers of Attorney -- see signature pages
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) 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 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 end of the estimated maximum
offering range may be reflected in the form of prospectus filed
with the Securities and Exchange Commission pursuant to Rule
424(b) if, in the aggregate, the changes in value and price
represent no
II-3
<PAGE>
more than a 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) 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 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 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.
C. 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 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 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
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<PAGE>
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 of 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.
D. The undersigned registrant hereby undertakes that:
(1) For purposes of determining any liability under the
Securities Act of 1933, 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 of 1933, 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-5
<PAGE>
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 Malvern, Pennsylvania on April 7, 1997.
SHARED MEDICAL SYSTEMS CORPORATION
By /s/Marvin S. Cadwell
--------------------------------
Marvin S. Cadwell
Chief Executive Officer
By /s/Terrence W. Kyle
--------------------------------
Terrence W. Kyle
Senior Vice President and
Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons, in
the capacities and on the dates indicated.
Each person whose signature appears below in so signing also
makes, constitutes and appoints Marvin S. Cadwell or Terrence W. Kyle his
or her true and lawful attorney-in-fact, with full power of substitution,
for him or her in any and all capacities, to execute and cause to be filed
with the Securities and Exchange Commission any and all amendments and
post-effective amendments to this Registration Statement, with exhibits
thereto and other documents in connection therewith, and hereby ratifies
and confirms all that said attorney-in-fact or his substitute or
substitutes may do or cause to be done by virtue hereof.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/Marvin S. Cadwell Chief Executive April 7, 1997
-------------------------
Marvin S. Cadwell Officer and
Director (Principal
Executive Officer)
/s/Terrence W. Kyle Senior Vice April 7, 1997
-------------------------
Terrence W. Kyle President and Chief
Financial Officer
(Principal Financial
Officer)
* Vice President and April 7, 1997
-------------------------
Edward J. Grady Controller (Principal
Accounting Officer)
* Chairman of the April 7, 1997
-------------------------
R. James Macaleer Board of Directors
* Director April 7, 1997
-------------------------
Raymond K. Denworth
* Director April 7, 1997
-------------------------
Frederick W. DeTurk
* Director April 7, 1997
-------------------------
Jeffrey S. Rubin
* Director April 7, 1997
-------------------------
Josh S. Weston
* Director April 7, 1997
-------------------------
Gail R. Wilensky
* Terrence W. Kyle in his
capacity as attorney-in-fact
</TABLE>
<PAGE>
EXHIBIT INDEX
Exhibit
Number Description
------- -----------
5 Opinion of Drinker Biddle & Reath
23.1 Consent of Drinker Biddle & Reath (included in Exhibit 5)
24 Power of Attorney -- see signature pages
<PAGE>
EXHIBIT 5
March 20, 1997
Shared Medical Systems Corporation
51 Valley Stream Parkway
Malvern, Pennsylvania 19355
Gentlemen:
We have acted as counsel to Shared Medical Systems Corporation (the
"Company") in connection with the preparation and filing with the Securities and
Exchange Commission of the Company's Registration Statement on Form S-3 under
the Securities Act of 1933 (the "Registration Statement") relating to 753,195
shares of Common Stock of the Company, par value $.01 per share (the "Shares")
currently outstanding.
In this capacity, we have reviewed originals or copies, certified or
otherwise identified to our satisfaction, of the Company's Restated Certificate
of Incorporation, its By-Laws, as amended, resolutions of its Board of
Directors, and such other documents and corporate records as we have deemed
appropriate for the purpose of giving this opinion.
Based upon the foregoing and consideration of such questions of law as we
have deemed relevant, we are of the opinion that the issuance of the Shares has
been duly authorized by the necessary corporate action of the Company and that
the Shares have been validly issued and are fully paid and nonassessable by the
Company.
The opinions expressed herein are limited to the federal laws of the United
States and the Delaware General Corporation Law.
We consent to the use of this opinion as an exhibit to the Registration
Statement. This does not constitute a consent under Section 7 of the Securities
Act of 1933 since we have not certified any part of the Registration Statement
and do not
<PAGE>
Shared Medical Systems
Corporation
March 20, 1997
Page 2
otherwise come within the categories of persons whose consent is required under
said Section 7 or the rules and regulations of the Securities and Exchange
Commission.
Very truly yours,
/s/ Drinker Biddle & Reath
DRINKER BIDDLE & REATH
