<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON October 28, 1998
Registration No.333-64097
================================================================================
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)
<TABLE>
<CAPTION>
<S> <C>
DELAWARE 23-1704148
(State or other jurisdiction of incorporation or organization) (IRS Employer Identification No.)
</TABLE>
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
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 LLP
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, please 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>
- --------------------------------------------------------------------------------------------------------------------
Title of each class of Amount Proposed Proposed
securities to be to be Maximum offering maximum aggregate Amount of
registered registered Price per unit* offering price* registration fee**
- --------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $.01 par 130,081 $53.71875 $6,987,788.72 $2,061.40
value per share Shares
</TABLE>
* Estimated solely for purposes of calculating the registration fee. In
accordance with Rule 457(h) under the Securities Act of 1933, the price shown
is based upon the average of the high and low prices of Shared Medical
Systems Corporation Common Stock reported by the New York Stock Exchange on
September 21, 1998.
** Previously paid.
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 value per sharech 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 OCTOBER 28, 1998
PROSPECTUS
SHARED MEDICAL SYSTEMS CORPORATION
130,081 Shares of Common Stock
This Prospectus relates to 130,081 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 directly to other purchasers 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 $11,311.40. 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 New York Stock Exchange under the symbols
"SMS." On October 26, 1998, the closing price of the Common Stock was
$41 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 ______________, 1998.
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.
<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 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
New York Stock Exchange. Such reports, proxy and information statements and
other information can also be inspected and copied at the offices of the New
York Stock Exchange at 20 Broad Street, New York, N.Y. 10005.
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 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, 1997; (b) the Company's
Quarterly Reports on Form 10-Q for the quarters ended March 31, 1998 and June
30, 1998; (c) the Company's Annual Report on Form 11-K with respect to the SMS
Retirement Savings Plan for the fiscal year ended December 31, 1997; (d) the
Company's Current Reports on Form 8-K filed on February 12, 1998, July 14, 1998
and October 20, 1998; and (e) the description of the Company's Common Stock
contained in the Company's Registration Statement on Form 8-A, filed on August
22, 1997, 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
2
<PAGE>
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.
3
<PAGE>
THE COMPANY
The Company was incorporated in Delaware in 1969. The Company's principal
executive offices are located at 51 Valley Stream Parkway, Malvern, Pennsylvania
19355, and its telephone number is (610) 219-6300.
The Company and its subsidiaries provide information service and systems
solutions to the health industry in North America, Europe and Asia Pacific.
The Company's services and systems are offered to integrated health
networks, multientity health corporations, community health information
networks, hospitals, physician offices, clinics, and other health providers.
These services and systems include a full range of clinical, financial, patient
management, electronic data interchange, managed care, management solutions, and
integrated multimedia solutions that use diverse computing and networking
technologies, ranging from remote processing (i.e., at the Company's Information
Services Center), to client/server networks, to distributed processing systems,
to onsite 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 health
organizations in 47 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 systems.
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 eleven countries. Currently, the Company
has customer contracts in Belgium, the Czech Republic, Denmark, France, Germany,
Greece, Hungary, Ireland, Italy, Luxembourg, Malta, Netherlands, Poland, Slovak
Republic, Spain, and the United Kingdom. In 1997, the Company entered the Asia
Pacific market by signing a customer contract in New Zealand.
The Company's health information systems and related services are delivered
on computers that range from personal computers, to client/server networks, 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 Company's
Information Services Center, or at the customer's site. These systems are also
offered with networking features that enable multientity health providers to
process information for affiliated hospitals, physician groups, and clinics.
On June 30, 1998, a wholly-owned subsidiary of the Company acquired all of
the shares of DP Informatica Srl, a provider of health information systems in
Italy. Under the terms of the purchase agreement, the Company issued 130,081
shares of the Company's Common Stock in exchange for all of the shares of DP
Informatica Srl. This transaction will be accounted for as a pooling of
interests.
4
<PAGE>
USE OF PROCEEDS
The net proceeds from the sale of the 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 October 28, 1998 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,
if any, 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>
Fulvio Pugliese 35,094 35,094 - - - -
Andrea Mazzanti 29,823 29,823 - - - -
Maurizio Giuliani 29,823 29,823 - - - -
Antonio Masini 22,677 22,677 - - - -
Franca Quartieri 12,664 12,664 - - - -
</TABLE>
RELATIONSHIP BETWEEN THE COMPANY AND THE SELLING STOCKHOLDERS
The Selling Stockholders formerly owned all of the shares of DP Informatica
Srl, an Italian corporation ("DPI"). DPI was acquired by a wholly-owned
subsidiary of the Company on June 30, 1998 in a transaction pursuant to which
the Company issued to the Selling Stockholders shares of the Company's Common
Stock in exchange for their shares in DPI. All of the shares of the Company's
Common Stock being offered hereunder were acquired by the Selling Stockholders
as consideration in such transaction.
Messrs. Pugliese, Mazzanti, Giuliani and Masini are currently employees of
DPI, which is now an indirect wholly-owned subsidiary of the Company.
5
<PAGE>
PLAN OF DISTRIBUTION
The Shares may be sold by the Selling Stockholders, or by their pledgees,
donees, transferees or other successors in interest, from time to time in
varying amounts, including in block transactions. Such sales may be made on the
New York Stock Exchange, or on one or more other exchanges, or otherwise, at
prices related to the then current market price, or in negotiated transactions.
The Shares may be sold by the Selling Stockholders directly to one or more
purchasers, through agents designated from time to time or to or through broker-
dealers designated from time to time. 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.
Broker-dealers may receive compensation in the form of discounts,
concessions or commissions from the Selling Stockholders for whom they may act
as agents 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 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 October 28, 1998, is Of Counsel to Drinker Biddle & Reath LLP.
EXPERTS
The audited 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.
6
<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 $ 2,061.40
Accountant's Fees and Expenses 1,000.00*
Legal Fees and Expenses 7,500.00*
Miscellaneous 750.00*
----------
TOTAL $11,311.40
</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 Registrant's Restated Certificate of
Incorporation provides that a director of the Registrant shall have no personal
liability to the Registrant 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 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 Registrant, or is or was
serving while a director or officer of the Registrant at the request of the
Registrant 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
Registrant against expenses (including attorneys' fees), judgments, fines,
excise taxes and amounts paid in settlement actually and
II-1
<PAGE>
reasonably incurred by such person in connection with such action, suit or
proceeding to the full extent permissible under Delaware Law.
The Stock Purchase Agreement between the Company and the Selling
Stockholders pursuant to which the Selling Stockholders acquired the shares of
the Company's Common Stock which are the subject of this Registration Statement
provides for the indemnification by the Selling Stockholders 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 Registrant 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 Registrant for indemnification
payments made to its directors and officers for certain liabilities.
ITEM 16. EXHIBITS.
EXHIBIT
NUMBER DESCRIPTION
- ------ -----------
4(a) Shared Medical Systems Corporation Restated Certificate of
Incorporation dated May 14, 1992 and Certificate of Amendment of
Restated Certificate of Incorporation dated May 21, 1997
(incorporated by reference to Exhibit 3 to the Registrant's
Quarterly Report on Form 10-Q for the quarter ended June 30,
1997)
4(b) Amended By-Laws of Shared Medical Systems Corporation
(incorporated by reference to Exhibit 3 to the Registrant's
Quarterly Report on Form 10-Q for the quarter ended September 30,
1995)
5** Opinion of Drinker Biddle & Reath LLP
23(a)* Consent of Arthur Andersen LLP
23(b)** Consent of Drinker Biddle & Reath LLP (included in its opinion
filed as Exhibit 5)
24** Powers of Attorney (included on signature pages)
- ---------------
* Filed herewith
**Previously filed
II-2
<PAGE>
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 volume and price
represent no 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.
(2) That, 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.
(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
II-3
<PAGE>
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 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.
II-4
<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 amendment
no. 1 to registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in Malvern, Pennsylvania, on October 28, 1998.
SHARED MEDICAL SYSTEMS CORPORATION
By: /s/ Marvin S. Cadwell
-------------------------------------------------------------
Marvin S. Cadwell
President and 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
amendment no. 1 to registration statement has been signed below by the following
persons in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
/s/ Marvin S. Cadwell President and Chief Executive October 28, 1998
- ---------------------- Officer; Director (Principal
Marvin S. Cadwell Executive Officer)
/s/ Terrence W. Kyle Senior Vice President and October 28, 1998
- -------------------- Chief Financial Officer
Terrence W. Kyle (Principal Financial Officer)
/s/ Edward J. Grady* Vice President and Controller October 28, 1998
- ------------------- (Principal Accounting Officer)
Edward J. Grady
</TABLE>
II-5
<PAGE>
<TABLE>
<S> <C> <C>
/s/ R. James Macaleer* Chairman of the Board of October 28, 1998
- ----------------------
R. James Macaleer Directors
/s/ Raymond K. Denworth, Jr.* Director October 28, 1998
- ----------------------------
Raymond K. Denworth, Jr.
/s/ Frederick W. DeTurk* Director October 28, 1998
- -----------------------
Frederick W. DeTurk
/s/ Jeffrey S. Rubin* Director October 28, 1998
- --------------------
Jeffrey S. Rubin
/s/ Josh S. Weston* Director October 28, 1998
- ------------------
Josh S. Weston
/s/ Gail R. Wilensky* Director October 28, 1998
- --------------------
Gail R. Wilensky
</TABLE>
*By: /s/ Terrence W. Kyle
--------------------
Terrence W. Kyle
Attorney-in-Fact
- -------------------------
* Note: Powers of Attorney appointing Marvin S. Cadwell or Terrence W. Kyle
to execute any amendments to the Registration Statement on behalf of the
above-named individuals were previously filed with the Securities and
Exchange Commission.
II-6
<PAGE>
EXHIBIT INDEX
Exhibit
Number Description of Exhibit
- ------- ----------------------
5** Opinion of Drinker Biddle & Reath LLP
23(a)* Consent of Arthur Andersen LLP
23(b)** Consent of Drinker Biddle & Reath LLP (included in its opinion
filed as Exhibit 5)
24** Power of Attorney (included on signature pages)
- ---------------
* Filed herewith
** Previously filed
<PAGE>
Exhibit 23(a)
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
To Shared Medical Systems Corporation:
As independent public accountants, we hereby consent to the incorporation by
reference in this Form S-3 Registration Statement of our reports dated February
9, 1998 included (or incorporated by reference) in Shared Medical Systems
Corporation's Form 10-K for the year ended December 31, 1997 and to all
references to our Firm included in this Registration Statement.
/s/ Arthur Andersen LLP
Philadelphia, Pennsylvania
October 28, 1998
