<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.
********************************************************************************
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION
ON APRIL 27, 1998. Registration No. 333-47071
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 (IRS 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
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 1,119,428 $76.21875 $85,321,402 $25,169.81
value per share Shares
</TABLE>
* Estimated solely for purposes of calculating the registration fee. In
accordance with Rule 457(c) 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 February 23, 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
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
<PAGE>
SUBJECT TO COMPLETION, DATED APRIL 27, 1998
PROSPECTUS
SHARED MEDICAL SYSTEMS CORPORATION
1,119,428 SHARES OF COMMON STOCK
This Prospectus relates to 1,119,428 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 $34,419.81. 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 April 23, 1998, the closing price of the Common Stock was $71.8125
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
<PAGE>
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
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;
-2-
<PAGE>
and (b) 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 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 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
-4-
<PAGE>
hospitals, physician groups, and clinics.
On January 28, 1998, a wholly-owned subsidiary of the Company acquired all
of the shares of DATA-Plan Software GmbH, a provider of client/server clinical,
financial, and administrative health information systems in Germany. Under the
terms of the purchase agreement, the Company issued 1,119,428 shares of the
Company's Common Stock in exchange for 98.5% of the shares of DATA-Plan Software
GmbH. This transaction will be accounted for as a pooling of interests.
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 April 27, 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>
Anton Ederer 338,102 338,102 -- --
Thomas Unterhaslberger 106,341 106,341 -- --
Werner Unterhaslberger 568,644 568,644 -- --
Reinhard Walter 106,341 106,341 -- --
- -
</TABLE>
RELATIONSHIP BETWEEN THE COMPANY AND THE SELLING STOCKHOLDERS
The Selling Stockholders formerly owned 98.5% of the shares of DATA-PLAN
Software GmbH, a German limited liability company ("DPS"). DPS was acquired by
a wholly-owned subsidiary of the Company on January 28, 1998 in a transaction
pursuant to which the Company, on behalf of such wholly-owned subsidiary, issued
to the Selling Stockholders shares of the Company's Common Stock in exchange for
their shares in DPS. All of the shares of the Company's Common Stock being
offered hereunder were acquired by the Selling Stockholders as consideration in
such transaction.
-5-
<PAGE>
Each of the Selling Stockholders is currently a managing director of DATA-
Plan GmbH, which is now an indirect wholly-owned subsidiary of the Company.
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 April 27, 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.
SEC Registration Fee $25,169.81
Accountant's Fees and Expenses 1,000.00*
Legal Fees and Expenses 7,500.00*
Miscellaneous 750.00*
----------
TOTAL $34,419.81
_____________________
* 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.
II-1
<PAGE>
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 reasonably incurred by
such person in connection with such action, suit or proceeding to the full
extent permissible under Delaware Law.
The Agreement on the Exchange of Shares and Stock 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, 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** Power of Attorney
- ---------------
* 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 from 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
II-3
<PAGE>
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 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 April 27, 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.
Signature Title Date
- --------- ----- ----
/s/ Marvin S. Cadwell President and Chief Executive April 27, 1998
- ---------------------- Officer; Director (Principal
Marvin S. Cadwell Executive Officer)
II-5
<PAGE>
/s/ Terrence W. Kyle Senior Vice President and April 27, 1998
- --------------------------- Chief Financial Officer
Terrence W. Kyle (Principal Financial Officer)
/s/ Edward J. Grady* Vice President and Controller April 27, 1998
- --------------------------- (Principal Accounting Officer)
Edward J. Grady
/s/ R. James Macaleer* Chairman of the Board of April 27, 1998
- --------------------------- Directors
R. James Macaleer
/s/ Raymond K. Denworth, Jr.* Director April 27, 1998
- ----------------------------
Raymond K. Denworth, Jr.
/s/ Frederick W. DeTurk* Director April 27, 1998
- ----------------------------
Frederick W. DeTurk
/s/ Jeffrey S. Rubin* Director April 27, 1998
- ----------------------------
Jeffrey S. Rubin
/s/ Josh S. Weston* Director April 27, 1998
- ----------------------------
Josh S. Weston
/s/ Gail R. Wilensky* Director April 27, 1998
- ----------------------------
Gail R. Wilensky
*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
- ------------
* 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 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
April 27, 1998
