<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
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 Identification No.)
incorporation or organization)
51 Valley Stream Parkway, Malvern, Pennsylvania 19355
- ----------------------------------------------- ---------
(Address of Principal Executive Offices) (Zip Code)
EMPLOYEE STOCK PURCHASE PLAN
-----------------------------
(Full Title of the Plan)
Bonnie L. Shuman, Esq.
Shared Medical Systems Corporation
51 Valley Stream Parkway
Malvern, Pennsylvania 19355
---------------------------------------
(Name and address of agent for service)
(610) 219-6300
-------------------------------------------------------------
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------
Title of Amount Proposed Proposed
Securities to to be Maximum Offering Maximum Aggregate Amount of
be Registered Registered Price Per Share* Offering Price* Registration Fee
- ----------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, 200,000 $56.03125 $11,206,250 $3,115.34
par value Shares
$.01 per share
</TABLE>
* Estimated solely for purposes of calculating the registration fee. In
accordance with Rule 457(h) under the Securities Act, the price shown is
based upon $56.03125 the average of the high and low prices of Shared
Medical Systems Corporation Common Stock reported by the New York Stock
Exchange on September 15, 1999.
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
(Not required to be filed as part of this Registration Statement)
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
There are incorporated herein by reference the following
documents:
1. The Shared Medical Systems Corporation (the "Company") Annual Report
on Form 10-K for the year ended December 31, 1998.
2. All other reports filed by the Company pursuant to Section 13(a) or
15(d) of the Securities Exchange Act of 1934 since December 31, 1998.
3. The description of the Company's Common Stock contained in the
Company's registration statement on Form 8-A filed under the
Securities Exchange Act of 1934 on August 22, 1997, including any
amendment or report filed for the purpose of updating such
description.
4. The description of the Rights attached to the Company's Common Stock
contained in the Company's registration statement on Form 8-A filed
under the Securities Exchange Act of 1934 on August 22, 1997,
including any amendment or report filed for the purpose of updating
such description.
All other reports and other documents filed by the Company pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934
subsequent to the date of this Registration Statement and prior to the filing of
a post-effective amendment to this Registration Statement which indicates that
all of the Common Shares offered hereby have been sold or which deregisters all
such Common Shares then remaining unsold shall be deemed to be incorporated by
reference in this Registration Statement and to be a part hereof from the date
of the filing of such reports and documents.
Item 4. Description of Securities.
Not Applicable.
<PAGE>
Item 5. Interests of Named Experts and Counsel.
Bonnie L. Shuman, an employee of the Registrant and the Registrant's
General Counsel, Vice President and Assistant Secretary, has given an opinion
upon the validity of the securities being registered. Mrs. Shuman is paid a
salary by the Company and participates in various employee benefit plans offered
to employees generally, as well as in plans offered to a limited number of key
employees. As of September 1, 1999, Mrs. Shuman was the beneficial owner of
1,002 shares of the Registrant's common stock, and options to purchase 22,900
additional shares of common stock.
Item 6. 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.
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.
<PAGE>
Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits.
The following is a list of exhibits required by Item 601 of Regulation
S-K filed as part of this Registration Statement.
Exhibit 4(a) The Company's Employee Stock Purchase Plan, as Amended and
Restated as of January 1, 1999.
Exhibit 4(b) Rights Agreement dated as of May 1, 1991, between the
Company and Pittsburgh National Bank, as Rights Agent
(incorporated by reference to Exhibit (4) to the Company's
Form 10-K Report for the year ended December 31, 1996).
Exhibit 5 Opinion of Counsel.
Exhibit 23(a) Consent of Arthur Andersen LLP.
Exhibit 23(b) Consent of Counsel (included in Exhibit 5).
Exhibit 24 Power of Attorney (included on signature pages).
Item 9. Undertakings.
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;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement;
provided, however, that paragraphs (i) and (ii) do not apply if the information
- -------- -------
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed by the Registrant pursuant to section 13 or
section 15(d) of the Securities Exchange Act of 1934 that are incorporated by
reference in the registration statement.
<PAGE>
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
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.
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.
<PAGE>
SIGNATURES
The Registrant. 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-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned thereunto
duly authorized, in Malvern, Pennsylvania, on this 17th day of September, 1999.
SHARED MEDICAL SYSTEMS CORPORATION
By: /s/ Marvin S. Cadwell
--------------------------------
Marvin S. Cadwell
President and Chief Executive Officer
<PAGE>
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 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.
Name Title Date
- ---- ----- ----
/s/ Marvin S. Cadwell President and Chief September 17, 1999
- ------------------------------
Marvin S. Cadwell Executive Officer; Director
(Principal Executive Officer)
/s/ Terrence W. Kyle Senior Vice President and September 17, 1999
- ------------------------------
Terrence W. Kyle Chief Financial Officer
(Principal Financial Officer)
/s/ Edward J. Grady Vice President and September 17, 1999
- ------------------------------
Edward J. Grady Controller
(Principal Accounting Officer)
/s/ R. James Macaleer Chairman of the Board of September 17, 1999
- ------------------------------
R. James Macaleer Directors
/s/ Frederick W. DeTurk Director September 17, 1999
- ------------------------------
Frederick W. DeTurk
<PAGE>
/s/ Jeffrey S. Rubin Director September 17, 1999
- ------------------------------
Jeffrey S. Rubin
/s/ Josh S. Weston Director September 17, 1999
- ------------------------------
Josh S. Weston
/s/ Gail R. Wilensky Director September 17, 1999
- ------------------------------
Gail R. Wilensky
<PAGE>
EXHIBIT INDEX
Exhibit
Number Description of Exhibit
- ------- ----------------------
4(a) The Company's Employee Stock Purchase Plan, as Amended and
Restated as of January 1, 1999.
4(b) Rights Agreement dated as of May 1, 1991, between the Company and
Pittsburgh National Bank, as Rights Agent (incorporated by
reference to Exhibit (4) to the Company's Form 10-K Report for
the year ended December 31, 1996).
5 Opinion of Counsel
23(a) Consent of Arthur Andersen LLP
23(b) Consent of Counsel (included in Exhibit 5)
24 Power of Attorney (included on signature pages)
<PAGE>
Exhibit 4(a)
SHARED MEDICAL SYSTEMS CORPORATION
Employee Stock Purchase Plan
(As Amended and Restated as of January 1, 1999)
1. Purpose of the Plan. The purpose of the Employee Stock Purchase Plan
-------------------
(the "Plan") is to provide an opportunity for eligible employees of Shared
Medical Systems Corporation (the "Company") and any Participating Subsidiary of
the Company to obtain an ownership interest in the Company through purchases of
common stock by payroll deductions. The term "Participating Subsidiary" shall
mean any corporation of which the Company is the owner of stock possessing at
least 80 percent of the total combined voting power of all classes of stock
entitled to vote. During the period when the Plan is in effect, the Custodian
shall purchase shares of Company common stock ("Shares") on the open market and
allocate them to participating employees at 85% of the average price it paid for
them.
2. Term of the Plan. The operation of this Plan shall commence on
-----------------
the date fixed by the Company and shall continue in effect until terminated by
the Company pursuant to Section 17 hereof.
3. Custodian. The Company shall be the Custodian for the Plan, unless
----------
the Company shall in its discretion select a bank, transfer agent or other
appropriate third party to be the Custodian.
4. Eligibility Requirements. Any full-time employee of the Company
-------------------------
or of any Participating Subsidiary, and any part-time employee of the Company or
of any Participating Subsidiary who has completed at least one calendar year of
service and is regularly scheduled to work at least 20 hours per week, shall be
eligible to participate in the Plan. An eligible employee may join the Plan at
the beginning of any month, provided that he has properly completed, executed
and returned to the Company an authorization for payroll deductions, on the form
provided by the Company, by the last regular Company working day of the
preceding month, or such later date as shall be specified by the Company.
5. Payroll Deduction. Each eligible employee participating in the Plan
------------------
shall specify (on the form provided by the Company) a payroll deduction of a
designated dollar amount per pay period (not exceeding an amount equal to 10% of
such participant's gross compensation) or a percentage of such participant's
gross compensation of between 1% and 10% (in whole percentages only); provided,
however, that each payroll deduction shall be rounded down to the last whole
dollar amount, and further provided that the minimum amount that may be deducted
is $5.00 per pay period. An employee participating in the Plan may increase or
decrease the amount to be deducted from his
<PAGE>
compensation as of the January 1, April 1, July 1, or October 1 of any year for
which the Plan is in effect by submitting a form provided by the Company for
such purpose by the last regular Company working day of the preceding month, or
such later date as shall be specified by the Company.
6. Stock Purchase Accounts. The Custodian shall establish and maintain
------------------------
a stock purchase account in the name of each participating employee. Each amount
deducted from a participating employee's paycheck shall be credited to such
employee's stock purchase account. No interest will be paid on any amounts in
any stock purchase accounts. Funds deducted from participants' paychecks and
credited to participants' stock purchase accounts shall be applied by the
Custodian to the purchase of Shares described in Section 8. Dividends on shares
credited to a participant's account shall, unless otherwise directed in writing
by a participant, also be applied by the Custodian to such purchase of Shares.
7. Company and Participating Subsidiary Contributions. For each month
---------------------------------------------------
that the Plan is in effect, the Company and each Participating Subsidiary shall
pay the Custodian amounts, which when combined with funds received by the
Custodian through payroll deductions (and reinvested dividends) from employees
of the Company and each Participating Subsidiary, will be sufficient to enable
the Custodian to make the acquisitions of Shares described in Section 8. The
Company and the Participating Subsidiaries shall make such payments for any
month as the funds are required by the Custodian.
8. Acquisitions of Shares by the Custodian. Promptly after the end of
----------------------------------------
each month that the Plan is in effect, the Company shall prepare and transmit to
the Custodian an indication of the aggregate amount of payroll deductions made
during that month. Within 10 days after the receipt of such information
(generally on the fifth working day of a month), the Custodian shall acquire
Shares on the open market having an aggregate price equal to 117.6% (100/85) of
the amount of payroll deductions (and any available dividends being reinvested).
9. Allocation of Shares. As soon as administratively feasible after
---------------------
the date of purchase, each employee shall be entitled to have allocated to his
account a number of full and fractional Shares determined by dividing the amount
of cash in his account by 85% of the average price of the Shares for such month
(as defined in Section 10). The employee's account will be debited for 85% of
the price of said Shares. The Shares allocated to participant accounts shall be
delivered in book entry form, provided, however, that a participant may request
a certificate for shares credited to his or her account, upon such terms and
conditions as shall be established by the Company.
10. Average Price of Shares. For purposes of making the allocation of
------------------------
Shares described in Section 9, the average price of the Shares for any month
shall be the average price paid for all Shares acquired by the Custodian for
such month.
<PAGE>
11. Withdrawal from the Plan. Any participating employee who, for any
-------------------------
reason, ceases to be a full-time employee of the Company or any Participating
Subsidiary shall be deemed to have withdrawn from the Plan as of the first day
of the following month. In addition, any other participating employee may
voluntarily withdraw from the Plan as of the first day of any month by written
notice to the Company by the last regular Company working day of the preceding
month, or such later date as shall be specified by the Company. An employee who
has voluntarily withdrawn from the Plan may not thereafter re-join the Plan
until the expiration of 12 calendar months from the date of his withdrawal.
Upon a participant's withdrawal from the Plan, any funds in the
participant's account shall be retained and applied in accordance with Sections
6 and 8, and the participant or his or her beneficiary shall thereafter be
entitled to the shares credited to the participant's account. A certificate for
the whole shares in the account shall be delivered to the employee or his or her
beneficiary along with a check representing the fair market value of any
fractional shares in the account.
12. Administration of the Plan. Except to the extent that
---------------------------
responsibilities may be delegated to and assumed by a Custodian other than the
Company, the Plan shall be administered by the Chief Financial Officer of the
Company. His determinations as to any questions which may arise with respect to
the interpretation of the provisions of the Plan shall be final, and he may
prescribe such rules as he deems necessary to effectuate the provisions of the
Plan. The Chief Financial Officer shall receive no additional compensation for
serving as administrator of the Plan.
13. Expenses. Brokerage expenses for purchases by the Custodian, the
---------
charges of a Custodian other than the Company, and all costs of maintaining
records and executing transfers under the plan will be borne by the Company.
(In the event participants sell their shares through a third party custodian's
brokerage service or through any other third party broker, the brokerage
expenses for such sales will be borne by the participants.)
14. Withholding Taxes. All taxes subject to withholding payable with
------------------
respect to Company and Participating Subsidiary contributions under the Plan
will be deducted from the balance of participating employees' salaries and will
not reduce such contributions hereunder.
15. Statement of Account. As soon as practicable after the close of
---------------------
December 31 of each year that the Plan is in effect, the Custodian shall
distribute to each participating employee an annual statement of his account.
The Custodian may also distribute quarterly or monthly statements if so directed
by the Company. Such statements shall set forth as of the end of each month
during such period (i) the amount in the account at the beginning of the month
and the amount of employee contributions for the month; and (ii) the amount
debited to the account at the end of the month for the purchase
<PAGE>
of Shares, the number of Shares purchased for the account for the month and the
purchase price.
16. Government Regulations. The Plan and the transactions with respect
-----------------------
to the Company's common stock pursuant thereto are subject to all applicable
rules and regulations of state and federal law and to such approval of
governmental agencies as may be required.
17. Termination or Amendment of the Plan. The Company may terminate
--------------------------------------
or amend the Plan effective as of the first day of any month, provided that no
such termination or amendment shall impair the rights of any participating
employee under the Plan to receive any Shares which have been allocated to his
account, together with the amount of any payroll deductions which have not been
applied to the purchase of shares. Upon termination of the Plan, any cash or
Shares remaining in the possession of the Custodian after satisfaction of the
above rights of participating employees shall belong to the Company.
<PAGE>
Exhibit 5
September 17, 1999
The Board of Directors of
Shared Medical Systems Corporation
Ladies and Gentlemen:
I am the General Counsel of Shared Medical Systems Corporation (the
"Company") and have acted as such in connection with the preparation and filing
with the Securities and Exchange Commission of the Company's Registration
Statement on Form S-8 under the Securities Act of 1933 (the "Registration
Statement") relating to 200,000 shares of the Common Stock of the Company, par
value $.01 per share (the "Shares").
In this connection, I have reviewed the Company's Restated Certificate
of Incorporation and its By-Laws, as amended, resolutions of its Board of
Directors and its stockholders, and such other documents and corporate records
as I have deemed appropriate in the circumstances.
Based upon the foregoing and consideration of such questions of law as
I have deemed relevant, I am of the opinion that the Shares are validly issued,
fully-paid and non-assessable by the Company.
I consent to the use of this opinion as an exhibit to the Registration
Statement.
Sincerely yours,
/s/ Bonnie L. Shuman
Bonnie L. Shuman
General Counsel
<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-8 Registration Statement of our reports dated February
8, 1999 included (or incorporated by reference) in Shared Medical Systems
Corporation's Form 10-K for the year ended December 31, 1998 and to all
references to our Firm included in this Registration Statement.
/s/ Arthur Andersen LLP
Philadelphia, Pennsylvania
September 17, 1999
