<PAGE>
As filed with the Securities and Exchange Commission on June 29, 1998
Registration No. 333-____________
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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 Amount Proposed Proposed
of 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 57,593 $69.09375 $3,979,316.34 $1,173.90
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 June 23,
1998.
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>
+++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
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 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 JUNE 29, 1998
PROSPECTUS
SHARED MEDICAL SYSTEMS CORPORATION
57,593 SHARES OF COMMON STOCK
This Prospectus relates to 57,593 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 $10,423.90. 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 June 23, 1998, the closing price of the Common Stock was $69.1875 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 Report on Form 10-Q for the quarter ended March 31, 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
Report on Form 8-K filed on February 12, 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 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.
2
<PAGE>
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 May 29, 1998, the Company acquired all of the outstanding capital stock of
JJO Enterprises, Inc., a provider of decision support computer software systems
for healthcare providers. Under the terms of the purchase agreement, the
Company issued 57,593 shares of the Company's Common Stock in exchange for all
of the outstanding shares of capital stock of JJO Enterprises, Inc. 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 June 29, 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.
<TABLE>
<CAPTION>
COMMON STOCK
------------
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>
John J. Orefice 41,847 41,847 - - - -
Marian C. Jennings 11,945 11,945 - - - -
Virginia R. Orefice 2,004 2,004 - - - -
Martin Grey 1,728 1,728 - - - -
Mark Rinaldi 69 69 - - - -
</TABLE>
RELATIONSHIP BETWEEN THE COMPANY AND THE SELLING STOCKHOLDERS
The Selling Stockholders formerly owned all of the shares of JJO Enterprises,
Inc., an Illinois corporation ("JJO"). JJO was acquired by the Company on May
29, 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 JJO. All of the shares of the Company's Common Stock being offered hereunder
were acquired by the Selling Stockholders as consideration in such transaction.
John J. Orefice and Martin Grey are currently employees 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 June 29, 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 $ 1,173.90
Accountant's Fees and Expenses 1,000.00*
Legal Fees and Expenses 7,500.00*
Miscellaneous 750.00*
----------
TOTAL $10,423.90
==========
_____________________
* 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 reasonably incurred by such person in connection with
such action, suit or proceeding to the full extent permissible under Delaware
Law.
II-1
<PAGE>
Registration Rights Agreements between the Company and the Selling
Stockholders provide 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
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.
II-3
<PAGE>
B. The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each
filing of the Registrant's annual report pursuant to section 13(a)
or section 15(d) of the Securities Exchange Act of 1934 (and, where
applicable, each filing of an employee benefit plan's annual report
pursuant to section 15(d) of the Securities Exchange Act of 1934)
that is incorporated by reference in the registration statement
shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering
thereof.
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 registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Malvern, Pennsylvania, on June 29, 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
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.
Signature Title Date
- --------- ----- ----
/s/ Marvin S. Cadwell President and Chief Executive June 29, 1998
- ---------------------------- Officer; Director (Principal
Marvin S. Cadwell Executive Officer)
II-5
<PAGE>
/s/ Terrence W. Kyle Senior Vice President and June 29, 1998
- ---------------------------- Chief Financial Officer
Terrence W. Kyle (Principal Financial Officer)
/s/ Edward J. Grady Vice President and Controller June 29, 1998
- ---------------------------- (Principal Accounting Officer)
Edward J. Grady
/s/ R. James Macaleer Chairman of the Board of June 29, 1998
- ---------------------------- Directors
R. James Macaleer
/s/ Raymond K. Denworth, Jr. Director June 29, 1998
- ----------------------------
Raymond K. Denworth, Jr.
/s/ Frederick W. DeTurk Director June 29, 1998
- ----------------------------
Frederick W. DeTurk
/s/ Jeffrey S. Rubin Director June 29, 1998
- ----------------------------
Jeffrey S. Rubin
/s/ Josh S. Weston Director June 29, 1998
- ----------------------------
Josh S. Weston
/s/ Gail R. Wilensky Director June 29, 1998
- ----------------------------
Gail R. Wilensky
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)
<PAGE>
Exhibit 5
DRINKER BIDDLE & REATH LLP
Suite 300
1000 Westlakes Drive
Berwyn, PA 19312-2409
June 29, 1998
Shared Medical Systems Corporation
51 Valley Stream Parkway
Malvern, Pennsylvania 19355
Ladies and 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 57,593
shares of the 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 non-assessable
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 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 LLP
Drinker Biddle & Reath LLP
<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
June 29, 1998
