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Pursuant to Rule 424(b)(3)
Registration No. 333-23683
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 28, 1997 the closing price of the Common Stock
was $39.00 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 May 7, 1997
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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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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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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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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 April 28, 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
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<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*
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<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>
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* Based on 24,862,374 shares of Common Stock outstanding as of March 31, 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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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 may be sold from time to time by the Selling Stockholders,
or by pledgees, donees, transferees or other successors in interest including,
without limitation, Bear, Stearns & Co. Inc. Such sales may be made on one or
more exchanges or on the Nasdaq National Market, or otherwise at prices and at
terms then prevailing or at prices related to the then current market price, or
in negotiated transactions. The Shares may be sold by one or more of the
following: (a) a block trade in which the broker or dealer so engaged will
attempt to sell the Shares as agent but may position and resell a portion of the
block as principal to facilitate the transaction; (b) purchases by a broker or
dealer as principal and resale by such broker or dealer for its account pursuant
to this Prospectus; (c) and exchange distribution in accordance with the rules
of such exchange; and (d) ordinary brokerage transactions and transactions in
which the broker solicits purchasers. In addition, any securities covered by
this Prospectus which qualify for sale pursuant to Rule 144 may be sold under
Rule 144 rather than pursuant to this Prospectus. From time to time the Selling
Stockholders may engage in short sales, short sales versus the box, puts and
calls and other transactions in securities of the issuer or derivatives thereof,
and may sell and deliver the Shares in connection therewith.
In effecting sales, brokers or dealers engaged by the Selling
Stockholders may arrange for other brokers or dealers to participate. Brokers
or dealers will receive commissions or discounts from Selling Stockholders in
amounts to be negotiated immediately prior to the sale. The Selling
Stockholders and agents who execute orders on their behalf may be deemed to be
underwriters as that term is defined in Section 2(11) of the Securities Act and
a portion of any proceeds of sales and discounts, commissions or other
compensation may be deemed to be underwriting compensation for purposes of the
Securities Act.
LEGAL MATTERS
The validity of the Shares offered hereby are being passed upon
by Drinker Biddle & Reath LLP, 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 April 28, 1997, is of counsel to Drinker Biddle
& Reath LLP.
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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