As filed with the Securities and Exchange Commission on March __, 2000.
Registration No. 333-71179
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
Amendment No. 3
Registration Statement
Under
THE SECURITIES ACT OF 1933
Medcom USA, Incorporated
(Exact name of registrant as specified in charter)
Delaware
(State or other jurisdiction of incorporation)
18001 Cowan, Suite C & D
Irvine, CA 92614
65-0287558 (949) 261-6665
(IRS Employer I.D. (Address, including zip code, and telephone number
Number) of principal executive offices)
Mark Bennett
18001 Cowan, Suite C & D
Irvine, CA 92614
(949) 261-6665
(Name and address, including zip code, and telephone number,
including area code, of agent for service)
Copies of all communications, including all communications sent
to the agent for service, should be sent to:
William T. Hart, Esq.
Hart & Trinen
1624 Washington Street
Denver, Colorado 80203
(303) 839-0061
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
As soon as practicable after the effective date
of this Registration Statement
If the only securities being registered on this Form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box. [ ]
<PAGE>
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, 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 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
Title of each Proposed Proposed
Class of Maximum Maximum
Securities Securities Offering Aggregate Amount of
to be to be Price Per Offering Registration
Registered Registered Unit (1) Price Fee (3)
- ---------- ---------- ---------- ---------- -------------
Common Stock (2) 15,308,923 $0.62 $9,491,533 $2,506
Total
(1) Offering price computed in accordance with Rule 457(c).
(2) Shares of common stock owned by existing shareholders and shares of common
stock issuable upon the exercise of warrants. Includes additional shares
which may be issued due to adjustments to warrants.
(3) A fee of $1,626 was paid when this Registration Statement was initially
filed.
Pursuant to Rule 416, this Registration Statement includes such
indeterminate number of additional securities as may be required for issuance
upon the conversion of the Preferred Stock or upon the exercise of the warrants
as a result of any adjustment in the number of securities issuable by reason of
the anti-dilution provisions of the Preferred Stock or the warrants.
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 l933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
<PAGE>
SELLING SHAREHOLDER OFFERING PROSPECTUS
MEDCOM USA, INCORPORATED.
15,308,923 Shares of Common Stock
This prospectus relates to the sale of common stock by certain persons who
either own or have the right to acquire shares of Medcom's common stock. These
persons are sometimes referred to in this prospectus as the selling
shareholders. See the section of this prospectus entitled "selling shareholders"
for more information concerning the selling shareholders. Medcom will not
receive any proceeds from the sale of the shares by the selling shareholders.
Medcom is an electronic transactions processing company with a primary
focus on the healthcare industry. Medcom's products include the MedCard System,
the only completely paperless insurance billing system designed for use by
hospitals, doctors and other healthcare providers, and a website through which a
consumer can order up to 5,000 home medical products on the Internet and obtain
healthcare information.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of the securities offered by this
prospectus or passed upon the accuracy or adequacy of this prospectus. Any
representation to the contrary is a criminal offense.
The securities offered by this prospectus are speculative and involve a
high degree of risk. For a description of certain important factors that should
be considered by prospective investors, see "Risk Factors" beginning on page
____ of this prospectus.
The former name of Medcom was Sims Communications, Inc. In October 1999
the shareholders of Sims approved the change in the corporate name to Medcom
USA, Incorporated.
On March __, 2000 the closing price of Medcom's common stock on the NASDAQ
SmallCap Market was $____ per share. Medcom's NASDAQ symbol is EMED.
The date of this prospectus is March __, 2000
<PAGE>
PROSPECTUS SUMMARY
Medcom USA, Incorporated was incorporated in August 1991 under the name
Sims Communications, Inc. The corporate name was changed to Medcom USA,
Incorporated in October 1999.
Medcom's executive offices are located at 18001 Cowan, Suite C & D, Irvine
California 92614. Medcom's telephone number is (949) 261-6665.
Medcom's initial business was the rental of cellular telephones through a
stand-alone dispensing station known as an Automated Communications Distribution
Center ("ACDC"). Prior to 1996 Medcom operated ACDC units for its own account
and also sold franchises which provided third parties the right to operate ACDC
units at various franchised locations. At October 31, 1999, Medcom was not
operating any ACDC units and Medcom's only remaining franchisee had four ACDC
units in operation.
In December 1996 Medcom acquired all the issued and outstanding shares of
Link International, Inc., a corporation which manufactures and distributes
machines which dispense prepaid calling cards and terminals which are used by
merchants to perform a variety of transactions, including accepting credit cards
and bank debit cards in payment for sales of merchandise and services. In June
1999 Medcom sold substantially all of the assets associated with Link and
recorded a gain on the sale of approximately $2,000.
In May 1998 Medcom acquired One Medical Services, Inc., a corporation
which provides a financial processing and communications network for the home
medical equipment industry. In July 1999 Medcom licensed its rights to the One
Medical Service Network to an unrelated third party for $1,377,000, of which
$567,000 has been paid and the remainder of which ($810,000) will be paid in
accordance with the terms of an unsecured promissory note which is payable prior
to July 2006.
In January 2000 the holders of Medcom's Series C preferred shares
converted the preferred shares into 3,490,000 shares of Medcom's common stock.
In payment of accrued dividends Medcom made cash payments of $160,567 and issued
60,000 shares of its common stock to the holders of the Series C preferred
shares. For assisting in arranging the conversion of the preferred shares,
MedCom issued 175,000 shares of common stock to Morse Financial Consulting, Inc.
As of the date of this prospectus substantially all of Medcom's revenues
were generated by its Justmed.com and Movie Vision divisions.
JustMed.com
The JustMed.com division involves three components:
o The Medcard health insurance verification and billing system
o The JustMed.com website
o The Med Store
<PAGE>
MedCard System
In November 1998 Medcom acquired an exclusive world wide license to
software programs and related technology known as the MedCard system. The
MedCard system is an electronic processing system which consolidates insurance
eligibility verification and processes medical claims and approvals of credit
card and debit card payments in under 30 seconds through a single, small
terminal. Using the MedCard system, health care providers are relieved from the
problems associated with eligibility confirmation and billings, healthcare
providers' reimbursements are accelerated and account receivables are reduced.
The time it takes to collect payments from insurance providers decreases from
months to days. Medcom obtains revenues from the sale or lease of its processing
terminals and from fees received from every transaction processed by the
terminals.
As of February 29, 2000 the MedCard system was able to retrieve on-line
eligibility and authorization information from 108 medical insurance companies
and plans and electronically process and submit billings for its healthcare
providers to over 1650 companies. These insurance providers include CIGNA,
Prudential, Oxford Health Plan, United Health Plans, Blue Cross, Medicaid,
Aetna, Blue Cross/Blue Sheild and Metrahealth.
The license was acquired from Dream Technologies, LLC ("Dream") and
MedCard Management Systmes, Inc. ("MMS") in consideration for $450,000 in cash,
100,000 shares of the Medcom's common stock and an option to purchase an
additional 350,000 shares of common stock at a price of $1.28 at any time prior
to November 10, 2001
Medcom also agreed to pay Dream a royalty, not to exceed $250,000 per
month, equal to 25% of the net revenues derived by Medcom from the MedCard
system. Once royalties in any month reach $250,000, Medcom is obligated to pay
Dream 10% of the net revenues derived from the MedCard system during that
particular month. The term net revenues means the gross revenues received from
the use of the MedCard Systems less (a) terminal lease costs of up to $50 per
month,: (b) commissions payable to agents which place terminals with end users;
and (c) network costs which include (i) claim fees payable to data vendors, (ii)
charges for verification of insurance converage and (iii) similar
telecommunications charges related to obtaining claims processing and/or
benefits verification information.
Website
The JustMed.com website is an internet website which began functioning on
July 1, 1999. The website advertises healthcare products and services which are
available to the general public and provides medical information to the general
public. Persons in need of healthcare products and services can access the
website and order products or transfer to the more detailed websites maintained
by the companies which provide the products and services. Medcom expects to
generate revenues from this website by charging providers of healthcare products
and services fees for advertising on the website. Medcom will also receive fees
when a person transfers from Medcom's website to the websites maintained by a
provider of healthcare products or services. Medcom expects that advertisers on
its website will include distributors of healthcare equipment and products,
hospitals, physician practice groups, and clinics.
<PAGE>
Med Store
The Med Store is a feature of Medcom's website which allows consumers to
use their computers to purchase a variety of healthcare products and services.
Items available for purchase include canes, crutches, walkers, bath chairs,
blood pressure units, cold therapies, exercise equipment and hot and cold packs.
Movie Vision
In January 1998 Medcom acquired a business known as Movie Vision from
Moviebar USA, Incorporated and Vectorvision, Incorporated. Movie Vision rents
video cassettes, primarily containing motion pictures, through automated
dispensing units in hotels. Movie Vision currently has video cassette dispensing
machines in approximately 105 hotels in the United States.
The Offering
This prospectus relates to the sale of shares of Medcom's common stock:
o issuable upon the conversion of Medcom's Series C preferred stock,
o issuable upon the exercise of warrants held by the Series C preferred
shareholders
o issuable upon the exercise of warrants and options which were previously
issued by Medcom, and
o held by certain persons who either purchased the shares from Medcom in
private offerings, received the shares for services provided to Medcom, or
received the shares in settlement of amounts owed to these persons by
Medcom.
Since the number of shares to be issued upon the conversion of the
Series C Preferred Shares will depend upon the price of Medcom's common stock at
the conversion the actual number of shares which will be issued upon conversion
cannot be determined at this time. See "Comparative Share Data".
The holders of the preferred shares, warrants and options, to the
extent they convert their preferred shares into shares of common stock or
exercise the warrants or options, and the owners of the shares of common stock
described above are referred to in this prospectus as the selling shareholders.
Medcom will not receive any funds upon the conversion of the preferred shares
since Medcom received $1,700,000 when the preferred shares were sold. If all
warrants and options held by the selling shareholders are exercised, Medcom will
receive approximately $1,586,000, which will be used to fund Medcom's
operations. Medcom will not receive any proceeds from the sale of the shares by
the selling shareholders.
As of February 29, 2000, Medcom had 30,161,967 outstanding shares of
common stock. Assuming all warrants and options held by the selling shareholders
are exercised, there will be 33,943,912 shares of common stock issued and
outstanding. The number of outstanding shares before and after this offering
does not give effect to shares which may be issued upon the exercise and/or
conversion of other options, warrants or convertible securities previously
issued by Medcom. See "Comparative Share Data".
<PAGE>
Statement of Operations Data:
Six months ended
Years Ended June 30, December 31, 1999
1999 1998
---- ----
Revenues $2,240,876 $980,951 $1,963,166
Cost of Services (697,481) (523,479) (716,485)
Operating and other
Expenses (8,690,380) (7,503,483) (4,120,015)
Loss from Discontinued
Operations -- (63,737) --
---------------------------------------------------
Net Loss $(7,146,985) $(7,109,748) $(2,873,334)
============ ============ ============
Balance Sheet Data:
June 30, December 31,
1999 1998 1999
Current Assets $1,405,096 $1,088,022 $2,649,779
Total Assets 6,374,862 5,602,751 7,890,764
Current Liabilities 2,142,550 2,785,015 2,029,326
Total Liabilities 2,268,256 3,372,542 2,860,486
Working Capital (Deficit) (737,454) (1,696,993) 620,453
Shareholders' Equity 4,106,606 2,230,209 5,030,278
No common stock dividends have been declared by Medcom since its inception.
RISK FACTORS
Prospective investors should be aware that ownership of Medcom's common
stock involves risks which could adversely affect the value of their holdings of
common stock. Medcom does not make, nor has it authorized any other person to
make, any representations about the future market value of Medcom's common
stock.
The securities offered should be purchased only by persons who can afford
to lose their entire investment. Prospective investors should read this entire
prospectus and carefully consider, among others, the following risk factors in
addition to the other information in this prospectus prior to making an
investment.
There can be no assurance that Medcom will be able to generate sufficient
revenues and become profitable.
Medcom has incurred losses since it was formed in 1991. From the date of
its formation through December 31, 1999, Medcom incurred net losses of
approximately $(30,437,000). During the six months ended December 31, 1999
Medcom had a loss of $(2,873,334). Medcom expects to continue to incur losses
until such time, if ever, as it earns net income. MeCom's independent
accountants have stated in their report to MedCom's financial statements for the
year ended June 30, 1999 that due to MedCom's recurring losses from operations
there is substantial doubt as to MedCom's ability to continue in business.
<PAGE>
Medcom Needs Additional Capital to Continue in Business.
This offering is being made on behalf of certain selling shareholders.
Medcom will not receive any proceeds from the sale of the shares offered by the
selling shareholders. Medcom projects that it will need approximately $2,000,000
in additional funding before Medcom's revenues equals its expenses, although
there is no assurance that Medcom's projections in this regard will be accurate.
There can be no assurance that Medcom will be able to obtain additional funding,
if needed, or if available on terms satisfactory to Medcom, in which case Medcom
may be unable to continue in business.
Options, Warrants and Convertible Securities issued by Medcom may result in
substantial dilution to Medcom's Shareholders.
Medcom has issued options warrants and other convertible securities
("derivative securities") which allow the holders to acquire up to 5,236,916
additional shares, or 15%, of Medcom's common stock. Medcom has agreed, at its
expense, to register for public sale up to 3,781,945 shares of common stock
underlying these derivative securities. The sale of these shares over a short
period of time may cause the price of Medcom's common stock to decline. See
"Comparative Share Data" for more information concerning the derivative
securities issued by Medcom.
Medcom's need for capital may result in the issuance of additional shares of
common stock which may result in substantial dilution to Medcom's shareholders.
This offering is being made on behalf of certain selling shareholders.
Medcom will not receive any proceeds from the sale of the shares offered by the
selling shareholders. Due to Medcom's history of losses, it is likely that
Medcom's continued operations will depend upon funds received from the sale of
Medcom's common or preferred stock The issuance of these shares and their sale,
or potential for resale, in the public market may cause the price of Medcom's
common stock to decline. There can be no assurance that Medcom will be able to
obtain additional funding, if needed, or if available on terms satisfactory to
Medcom. During the past twelve months the number of Medcom's outstanding shares
increased from 12,095,497 shares to 30,161,967 shares.
Prices for Medcom's Common Stock have been highly volatile and will be
influenced by a number of factors, including the depth and liquidity of the
market for Medcom's Common Stock, Medcom's financial results, investor
perceptions of Medcom, and general economic and other conditions.
There is No Assurance that Medcom's Common Stock Will Continue to be Listed on
NASDAQ.
Although Medcom's Common Stock is currently listed on the NASDAQ Small-Cap
Market, the National Association of Securities Dealers, Inc. ("NASD") requires,
for continued inclusion on the NASDAQ Small-Cap Market, that Medcom must
maintain $2,000,000 in tangible net worth and that the bid price of Medcom's
Common Stock must be at least $1.00.
<PAGE>
If Medcom's securities were delisted from the NASDAQ Small-Cap Market,
Medcom's securities would trade in the unorganized interdealer over-the-counter
market through the OTC Bulletin Board which provides significantly less
liquidity than the NASDAQ Small-Cap Market. Securities which are not traded on
the NASDAQ Small-Cap Market may be more difficult to sell and may be subject to
more price volatility than NASDAQ listed securities. There can be no assurance
that Medcom's securities will remain listed on the NASDAQ Small-Cap Market.
If Medcom's Common Stock was delisted from NASDAQ, trades in such
securities may then be subject to Rule 15g-9 under the Securities Exchange Act
of 1934, which rule imposes certain requirements on broker/dealers who sell
securities subject to the rule to persons other than established customers and
accredited investors. For transactions covered by the rule, brokers/dealers must
make a special suitability determination for purchasers of the securities and
receive the purchaser's written agreement to the transaction prior to sale. Rule
15g-9, if applicable to sales of Medcom's securities, may affect the ability of
broker/dealers to sell Medcom's securities and may also affect the ability of
investors in this offering to sell such securities in the secondary market and
otherwise affect the trading market in Medcom's securities.
The Securities and Exchange Commission has rules that regulate
broker/dealer practices in connection with transactions in "penny stocks". Penny
stocks generally are equity securities with a price of less than $5.00 (other
than securities registered on certain national securities exchanges or quoted on
the NASDAQ system, provided that current price and volume information with
respect to transactions in that security is provided by the exchange or system).
The penny stock rules require a broker/dealer, prior to a transaction in a penny
stock not otherwise exempt from the rules, to deliver a standardized risk
disclosure document prepared by the Commission that provides information about
penny stocks and the nature and level of risks in the penny stock market. The
broker/dealer also must provide the customer with current bid and offer
quotations for the penny stock, the compensation of the broker/dealer and its
salesperson in the transaction, and monthly account statements showing the
market value of each penny stock held in the customer's account. The bid and
offer quotations, and the broker/dealer and salesperson compensation
information, must be given to the customer orally or in writing prior to
effecting the transaction and must be given to the customer in writing before or
with the customer's confirmation. These disclosure requirements may have the
effect of reducing the level of trading activity in the secondary market for a
stock that becomes subject to the penny stock rules.
Medcom's recent changes in its business may not result in profits.
During the summer of 1999 Medcom began directing its efforts towards its
JustMed.com division. The JustMed.com division is in the early stage of
development and has a limited operating history. The success of the JustMed.com
division will be dependent on:
o convincing healthcare providers to use the Medcard system for insurance
verification and billing,
o the continued growth and the use of the internet by the general public.
o obtaining new advertisers and new content for its website, and
o the general public's acceptance of the internet as a source of healthcare
information and services.
<PAGE>
There is no assurance that the JustMed.com division will gain acceptance
from healthcare providers or the general public or that the JustMed.com division
will generate any profits.
There can be no assurance that Medcom will be able to compete with the numerous
other companies which are engaged in Medcom's lines of business.
There are many companies that will compete with Medcom at some level.
Competing health insurance processing systems include Envoy, Medical Manager,
Medic, Spot Check and Mediphis. Leading consumer healthcare websites include AOL
Health Channel, Thrive Online, drkoop.com, Mayo Clinic Health Oasis,
InteliHealth, Mediconsult.com, and OnHealth. Many of these competitors are far
better capitalized than Medcom and control significant market share in their
respective industry segments.
Medcom is Dependent on the Internet and Telecommunications Carriers for its
Operations.
Medcom's website is dependent upon the ability of the general public to
use the internet. Medcom's Medcard system relies on telecommunications carriers
to transmit data. A major equipment failure affecting the systems of internet
service providers or providers of telecommunications services, or the inability
of telecommunications carriers to provide or expand their current levels of
service to Medcom, could have a material adverse effect on Medcom's operations.
Future Government Regulation of the internet may adversely affect Medcom's
business.
Medcom is dependent upon the Internet for a part of its business.
Presently, the Federal Communications Commission in the United States does not
regulate companies that provide internet services as common carriers or
telecommunications service providers. Notwithstanding the current state of the
rules, the FCC's potential jurisdiction over the Internet is broad because the
Internet relies on wire and radio communications facilities and services over
which the FCC has long-standing authority. Compliance with future government
regulation of the internet could result in increased costs to Medcom.
Medcom may face potential liability for information carried on its website.
The legal obligations and potential liability of companies which provide
information by means of the internet are not well defined and are evolving. Any
liability of Medcom resulting from information carried on or disseminated
through its website could have a material adverse effect on its business,
operating results and financial condition.
Medcom may be unable to protect its technology.
Certain technology used by Medcom is covered by U.S. patents. There is no
assurance that any patents issued or licensed to Medcom will protect Medcom's
technology as disputes may arise between Medcom and others as to the scope and
validity of these or other patents. Any defense of the patents could prove
costly and time consuming and there can be no assurance that Medcom will be in a
<PAGE>
position, or will deem it advisable, to carry on such a defense. With respect to
Medcom's unpatented proprietary technology, there is no assurance that others
may not acquire or independently develop the same or similar technology.
Medcom is Dependent on its Agreements with Credit Card Companies.
Medcom's terminals and video dispensing machines are capable of operating
on an automatic basis as the result of a nationwide credit card system. By means
of telephone lines and computers, this system links credit card companies,
issuing banks and credit card processing firms throughout the United States and
allows products and services to be purchased through credit cards. Medcom
presently has agreements with credit card processors which authorize the use of
various major credit cards in Medcom's machines. In order for Medcom to continue
to have the services of these credit card processors available, Medcom is
required to meet certain conditions as provided in the agreements between the
credit card processors and Medcom. In the event Medcom fails to meet these
conditions, the credit card processors may automatically refuse to accept credit
cards, in which case Medcom's machines would be unable to process transactions.
DOCUMENTS INCORPORATED BY REFERENCE
Medcom will provide, without charge, to each person to whom a copy of this
prospectus is delivered, including any beneficial owner, upon the written or
oral request of such person, a copy of any or all of the documents incorporated
by reference herein (other than exhibits to such documents, unless such exhibits
are specifically incorporated by reference into this prospectus). Requests
should be directed to:
Medcom USA, Incorporated
18001 Cowan, Suite C & D
Irvine, CA 92614
(949) 261-6665
(949) 261-0323 (fax)
The following documents filed with the Securities and Exchange Commission
by Medcom (Commission File No. 0-25474) are hereby incorporated by reference
into this Prospectus:
(1) Annual Report on Form 10-KSB for the fiscal year ended June 30, 1999.
(2) Proxy Statement relating to October 14, 1999 Annual Meeting of
Shareholders.
(3) Proxy Statement relating to October 14, 1999 Special Meeting of
Shareholders.
(4) Quarterly report on Form 10-QSB for the quarter ending December 31, 1999.
(5) Description of Medcom's common stock as contained in a registration
statement on Form 8-A and filed under the Securities Exchange Act of 1934.
<PAGE>
All documents filed with the Securities and Exchange Commission by Medcom
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of
1934 subsequent to the date of this prospectus and prior to the termination of
this offering shall be deemed to be incorporated by reference into this
prospectus and to be a part of this prospectus from the date of the filing of
such documents. Any statement contained in a document incorporated or deemed to
be incorporated by reference shall be deemed to be modified or superseded for
the purposes of this prospectus to the extent that a statement contained in this
prospectus or in any subsequently filed document which also is or is deemed to
be incorporated by reference modifies or supersedes such statement. Such
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this prospectus.
ADDITIONAL INFORMATION
Medcom has filed with the Securities and Exchange Commission, 450 5th
Street, N.W., Washington, D.C. 20001, a Registration Statement under the
Securities Act of l933, as amended, with respect to the securities offered by
this prospectus. This Prospectus does not contain all of the information set
forth in the Registration Statement. For further information with respect to
Medcom and such securities, reference is made to the Registration Statement and
to the exhibits filed with the registration statement. Statements contained in
this Prospectus as to the contents of any contract or other documents are
summaries, and in each instance reference is made to the copy of such contract
or other document filed as an exhibit to the Registration Statement, each such
statement being qualified in all respects by the actual terms of the document.
Medcom is subject to the requirements of the Securities Exchange Act of l934 and
is required to file reports, proxy statements and other information with the
Securities and Exchange Commission. Copies of the exhibits to the registration
statement, as well as copies of any reports, proxy statements and other
information filed by Medcom, can be inspected and copied at the public reference
facility maintained by the Commission at Room 1024, 450 Fifth Street, N.W.,
Washington, D.C. and at the Commission's Regional offices in New York (7 World
Trade Center, Suite 1300, New York, New York 10048) and Chicago (Northwestern
Atrium Center, 500 West Madison Street, Suite 1400, Chicago, Illinois
60661-2511). Copies of such material can be obtained from the Public Reference
Section of the Commission at its office in Washington, D.C. 20549 at prescribed
rates. Certain information concerning Medcom is also available at the Internet
Web Site maintained by the Securities and Exchange Commission at www.sec.gov.
COMPARATIVE SHARE DATA
As of February 29, 2000, Medcom had 30,161,967 shares of common stock
issued and outstanding. Assuming all warrants and options held by the selling
shareholders are exercised, there will be 33,943,912 shares of common stock
issued and outstanding. The following table describes the origin of the shares
offered by this prospectus.
Number of Shares Note Reference
Shares outstanding as of February 29, 2000 30,161,967
Shares offered by existing shareholders 11,526,978
<PAGE>
Number of Shares Note Reference
Shares issuable upon exercise of warrants 113,333 A
held by former Series C Preferred shareholders.
Shares which may be acquired by sales agent. 40,500 B
Shares issuable upon exercise of warrants sold 3,781,945 C
to private investors and upon exercise of
warrants issued to sales agents and financial
consultants
Shares which will be outstanding, assuming 33,943,912
exercise of all options and warrants listed
above
Percentage of Medcom's common stock represented 45%
by shares offered by this prospectus, assuming
the exercise of all options and warrants listed above
Other Shares Which May Be Issued:
The following table lists additional shares of Medcom's common stock which
are not offered by this prospectus but may be issued as the result of the
exercise of outstanding options, warrants or the conversion of other securities
issued by Medcom:
Number Note
of Shares Reference
Shares issuable upon the exercise of 1,454,971 C
warrants sold to private investors
and upon exercise of warrants issued
to sales agents and financial
consultants
Shares issuable upon exercise of options 6,397,500 D
previously granted by Company
Additional shares issuable in connection
with the acquisition of One Medical
Services, Inc.: E
Warrant Shares 187,500
Incentive Shares 1,485,000
A. Between November 1998 and January 1999, Medcom sold 1,700 shares of its
series C preferred stock (the "Preferred Stock") to a group of institutional
investors for $1,700,000. In connection with this offering, Medcom issued to
Settondown Capital International, Ltd., the sales agent for the offering, 45
shares of series C preferred stock. The Series C preferred shares were
subsequently converted into 3,490,000 shares of Medcom's common stock .
<PAGE>
B. In connection with the issuance of the Series C Preferred Stock Medcom also:
(i) Issued to the holders of the Series C Preferred Stock, on a pro rata
basis, warrants which collectively allow for the purchase of up to
113,333 shares of Medcom's common stock. The warrants are
exercisable at a price of $1.00 per share at any time prior to July
31, 2004.
(ii) Issued to Settondown Capital International, Ltd., warrants for the
purchase of 37,500 shares of Medcom's common stock and 14,769 shares
of common stock. The warrants for the purchase of the 37,500 shares
of common stock are exercisable at a price ranging between $1.27 and
$1.50 per share at any time prior to December 31, 2003. Settondown,
as the holder of 45 shares of the Series C preferred stock, also
received 3,000 warrants which have the same terms as the warrants
referred to in (i) above.
C. In connection with certain private offerings, Medcom sold shares of common
stock and warrants. The warrants sold in these private offerings are exercisable
at prices ranging between $0.44 and $2.17 per share and expire between March
2000 and April 2004. Medcom has also entered into a number of agreements with
various financial consultants. Pursuant to the terms of these agreements, Medcom
has issued to the financial consultants shares of common stock, plus warrants to
purchase additional shares of common stock. The warrants referred to above are
exercisable at prices ranging between $0.59 and $5.00 per share and expire
between November 2001 and April 2004. Up to 3,781,945 shares of common stock
issuable upon the exercise of warrants held by certain private investors, and
financial consultants are being offered to the public by means of this
prospectus. See "Selling Shareholders".
D. Options are held by present and former officers, directors and employees of
Medcom. The options may be exercised at prices ranging between $0.52 and $8.00
per share.
Substantially all of these options are currently exercisable.
E. Effective May 30, 1998 Medcom acquired One Medical Services, Inc. in
consideration for 142,350 shares of common stock and 187,000 warrants
exercisable at $2.00 per share at any time prior to May 30, 2003. Medcom has
also agreed to issue to the former owners of One Medical up to 1,485,000
additional shares of common stock depending on the future operating of One
Medical. The number of shares to be issued each quarter will be determined by
dividing the quarterly net income of One Medical (for each fiscal quarterly
beginning June 30, 1998 and ending June 30, 2001), by the average closing price
of Medcom's common stock for the five day trading period prior to the end of
each quarter. As of February 15, 2000 Medcom had not issued any additional
shares to the former owners of One Medical.
The shares which are referred to in Notes A, B and C (limited to 3,781,945
shares in the case of Note C), as well as 11,526,978 shares owned by existing
shareholders, are being registered for public sale by means of this prospectus.
A total of 2,957,000 shares issuable upon the exercise of options, and
which are referred to in Note D, have been registered for public sale by means
of a registration statement on Form S-8 filed with the Securities and Exchange
Commission
<PAGE>
SELLING SHAREHOLDERS
The Offering
This prospectus relates to the sale of shares of Medcom's common stock:
o issuable upon the exercise of warrants and options which were previously
issued by Medcom, and
o held by certain persons who either purchased the shares from Medcom in
private offerings, received the shares for services provided to Medcom, or
received the shares in settlement of amounts owed to these persons by
Medcom.
The holders of the warrants and options, to the extent they exercise
the warrants or options, and the owners of the common stock described above are
referred to in this prospectus as the selling shareholders. To the knowledge of
Medcom, none of the selling shareholders are affiliated with a broker-dealer.
Medcom has agreed to pay the expenses associated with registering the shares to
be sold by the selling shareholders which, as of February 29, 2000, were
approximately $40,000.
Medcom has agreed with Augustine Fund, LP, Gilston Corporation Ltd., HSBC
James Capel Canada, Inc., Manchester Asset Management Ltd., Settondown Capital
International Ltd., and Tonga Partners LP to file a registration statement, of
which this prospectus is a part, to register for public sale the shares of
common stock issuable upon the exercise of the warrants held by these selling
shareholders. Medcom also agreed to keep this registration statement current
until two years after the date the warrants held by these selling shareholders
are exercised.
Medcom agreed with American Nortel Communications, Inc. to file a
registration statement, of which this prospectus is a part, registering for
public sale 1,111,111 shares of common stock sold to American Nortel in October
1999. Medcom has issued 300,000 shares of common stock to American Nortel as a
penalty due to the fact that this registration statement was not declared
effective by February 15, 2000. Medcom is not required to issue any additional
shares to American Nortel with respect to the effective date of the registration
statement.
Medcom has agreed with the other selling shareholders to include the
shares sold to the selling shareholders in this registration statement.
<PAGE>
The names of the selling shareholders are:
Shares
Which
May be Share
Acquired Shares to Owner-
Upon Ex- be Sold ship
Shares ercise of in this After
Name Owned Warrants Offering (1) Offering
- ---------------- ------- -------- ------------ --------
Alston, Patrick 1,000 1,000
American Nortel
Communications 1,411,111 200,000 1,611,111
Aron, Don and Camberg, Roy 6,250 6,250
Asian Restaurants 67,800 67,800
Augustine Fund, LP 20,000 20,000 --
Baker, Donald 10,000 10,000
Barghols, Kent 140,000 140,000
Baritex, Inc. 20,000 20,000
Baron, George 350 350
Benda, Russell P. 10,000 2,000 12,000
Bennett, Wendy 7,500 7,500
Berger, Gregg 3,429 3,429
Berger, Marvin 7,000 7,000
Bhatia, Lalit 4,500 4,500
Bieler, Bruno 1,500 1,500
Big Apple Consulting 50,000 50,000
Borst, George 8,000 8,000
Brook, Philip 6,667 6,667
Burlington Securities
Corporation 250,000 250,000
Caprio, James 150,000 150,000
Carlson, Brett 20,000 20,000
Chelverton Fund Limited 180,000 70,000 250,000
Cobb, Debi 4,500 4,500
Colby, Clark A. 135,000 27,000 162,000
Colby, Clark A. Jr. 35,000 7,000 42,000
Colby, Thomas E. 35,000 7,000 42,000
Colby-Jackson, Kimberly A. 25,000 5,000 30,000
Collins, Andrew 40,000 40,000
Continental Capital & Equity
Corporation 200,000 200,000
Corchia, Robert 60,975 12,195 73,170
Corn, Dennis 3,500 3,500
Cowan, David E. 20,000 20,000
Crowder, Robert 19,200 19,200
<PAGE>
Shares
Which
May be Share
Acquired Shares to Owner-
Upon Ex- be Sold ship
Shares ercise of in this After
Name Owned Warrants Offering (1) Offering
- ---------------- -------- -------- ------------ --------
Crowder, William 19,200 19,200
Cugliandro, Nicole 600 600
Denner, Keith 633,278 126,656 759,934
Dennis, W. Sam 378,000 75,600 453,600
Dieterich & Associates 12,570 12,570
Dieterich, Chris 11,428 11,428
Dietrich, Zora 28,950 40,000 68,950
Dream Technologies, Inc. 258,932 258,932
Doctor, Lori 24,000 4,800 28,800
Eickenberg, William 21,000 21,000
Elliot, Scott 40,000 40,000
Euromarket Advisory Services 30,000 30,000
Faelnar, Jeffrey 4,500 4,500
Falleo, BettyAnn 1,500 1,500
Fegen, Nicholas 190,000 1,000,000 1,190,000
Fingleson, Rodney 30,000 30,000
First Choice Money
Resources, Inc. 10,000 20,000 30,000
Fohson, Ltd. 30,000 30,000
Gales, Richard 1,050 1,050
Gales, Toni 3,716 3,716
Gallear, Jim 600 600
Gifts of Joy Incorporated 116,571 160,000 276,571
Gilston Corporation Ltd. 16,667 16,667 --
Goatley, William M. 25,000 5,000 30,000
Gonzalez, Brenda 15,000 3,000 18,000
Goslar, Chad 10,000 2,000 12,000
Great Neck Partners 233,331 133,333 366,664
Hansen, Larry 10,000 10,000
Harbor Financial 29,250 29,250
Hart, Ian 35,000 35,000
Hasan, Nabeel 20,000 4,000 24,000
Healy, Margret 400 400
Heartland Systems Company 533,333 106,667 640,000
Herbol, Robert - Instacall 270,755 270,755
Hernandez, Maria 2,000 2,000
Hiniker, Ken 50,000 10,000 60,000
HSBC James Capel Canada, Inc. 16,667 16,667 --
<PAGE>
Shares
Which
May be Share
Acquired Shares to Owner-
Upon Ex- be Sold ship
Shares ercise of in this After
Name Owned Warrants Offering (1) Offering
- ---------------- -------- -------- ------------ --------
Hughes, Michael 5,000 44,000 49,000
Iverson, Thor 50,000 10,000 60,000
Johns, Brian 10,000 10,000
Johnson Capital Consulting,
Inc 100,000 100,000
Jones, John 61,714 61,714
Jones, Nancy 22,857 22,857
Kaplan, Errol 45,000 22,714 67,714
Kaplan, Lynne 20,000 20,000
Kinley, Craig 10,000 10,000
Kitay, Ruben 11,428 11,428
Knight Press 30,000 30,000
Kubba, Ammar 33,142 33,142
Kurfis, Diane 4,000 4,000
Ladd, Leon 56,670 56,670
Levit, Jack 800,834 800,834
Levy, Lynne 7,927 1,585 9,512
LHL Holdings 172,268 172,268
Lyon, E.B, III 12,500 12,500
Mahin, John 15,000 3,000 18,000
Manchester Asset Management Ltd. -- 21,666 21,666 --
Marenco, Luis 6,500 6,500
Market Search International Inc. 13,333 13,333
Massengill, Jessee 9,600 9,600
McKay, Jeff 25,000 25,000
Meltzer, Sam 11,428 11,428
Messer, Jerry 30,000 6,000 36,000
Michael Associates 522,222 104,444 626,666
Milam, Jeb L. 10,000 10,000
Morse Financial Consulting
Inc. 275,000 275,000
Morse, Debra 10,000 20,000 30,000
Moviebar Company USA 25,000 25,000
Mulburger, Karl 20,000 20,000
Niemerow, Celia 4,000 4,000
Niemerow, Richard 5,000 5,000
Novembre, Lou 3,000 3,000
Nunez, Jeffrey 22,857 22,857
<PAGE>
Shares
Which
May be Share
Acquired Shares to Owner-
Upon Ex- be Sold ship
Shares ercise of in this After
Name Owned Warrants Offering (1) Offering
- ---------------- -------- -------- ------------ --------
OAC Joint Venture, Inc. 22,857 22,857
Olszewski, Tracey 13,000 13,000
O'Neill, Claudia 5,000 5,000
Palermo, Vito 10,000 10,000
Peterkin, Debbie 2,000 2,000
Phelps, Marsh 6,500 6,500
Piazza, Linda 6,500 6,500
Piazza, William 80,000 16,000 96,000
Picou, Deborah 70,000 70,000
Pipia, Vincent 138,868 138,868
Pizzolo, Antholy 150,000 150,000
Pizzolo, Ronald 150,000 150,000
Powell, Ann 2,500 2,500
Proskin, Arnold and Martha 25,000 5,000 30,000
Quenneville, Charles 50,000 10,000 60,000
Rabe, Brian and Felicity 36,000 36,000
Raff, Rebecca 50,000 50,000
Renna, Thomas 8,250 -- 8,250
Rhodes, John Travis 10,000 10,000
Richmark Capital 110,000 250,000 360,000
Roark, Larry 300,000 40,000 340,000
Robert Brouse Grantor Trust 69,434 69,434
Rook, Lisa 200,000 200,000
Ross, Christopher 10,000 10,000
Rothstein, Richard 400,000 80,000 480,000
S.R.G. & Associates Ltd. 37,500 37,500
Sabb, Maria 3,500 3,500
Sabb, Marlo 2,500 2,500
Sandler, Jack 115,000 23,000 138,000
Santuro, Jessica 4,571 4,571
Scharf, Aron D. 18,286 18,286
Sciacca, Joseph 12,000 2,400 14,400
Seganti, Edward 25,800 5,160 30,960
Settondown Capital Interna-
tional, Ltd. 14,769 40,500 55,269 --
Severance, Fayette 16,667 16,667
Shaifer, Carl 25,000 5,000 30,000
Simay, Lynn 24,000 4,800 28,800
SMP Financial Consultants 190,000 50,000 240,000
<PAGE>
Shares
Which
May be Share
Acquired Shares to Owner-
Upon Ex- be Sold ship
Shares ercise of in this After
Name Owned Warrants Offering (1) Offering
- ---------------- -------- -------- ------------ --------
Sorg, Kevin 10,000 10,000
Spielman, Michael 6,097 1,219 7,316
Stevens, Robert 7,000 7,000
Stilger, Kenneth 25,000 5,000 30,000
Stone, David 4,571 4,571
Suppan, Robert 22,500 4,500 27,000
Texas Capital Securities 6,250 6,250
The Rockies Fund, Inc. 400,000 80,000 480,000
Thomas, William E. 200,000 40,000 240,000
Todd Brouse Grantor Trust 69,434 69,434
Tonga Partners, LP -- 38,333 38,333 --
Trieu, Tho 3,500 3,500
Turkiewicz, Hal 7,318 1,464 8,782
U.S. Automotive, Inc. 108,571 160,000 268,571
Vogel, Robert W. 5,000 1,000 6,000
Weitzberg, Bruce 7,500 7,500
Weldon, John P. III 10,000 10,000
Wheet, Charles 20,000 20,000
Worthington, Matthew 4,000 4,000
Yasmeh, Bruce 121,951 149,390 271,341
Zapara Inc. 22,857 22,857
Zubay, Kenneth 30,488 6,098 36,586
------------ ------------ -------------
TOTAL 11,526,978 3,781,945 15,308,923
========== ========= ==========
(1) Assumes all shares owned, or which may be acquired, by the selling
shareholders, are sold to the public by means of this prospectus.
None of the selling shareholders will own more than 1% of Medcom's common
stock after this offering. With the exception of Burlington Securities
Corporation and Continental Capital & Equity Corporation, both of which are
registered broker-dealers, none of the selling shareholders, to the knowledge of
Medcom, are broker-dealers or are affiliated with broker-dealers.
<PAGE>
The names of the natural persons who exercise control over those selling
shareholders which are corporations, partnerships, or similar entities are:
American Nortel Communications, Inc. Bill Williams
Asian Restaurants Morris Salem
Augustine Fund, LP Thomas Duszynski
Baritex, Inc. Joseph Riccio
Big Apple Consulting Warren White
Burlington Securities Corporation Vincent Molinari
Chelverton Fund Limited James P. Morton
Continental Capital & Equity
Corporation John Manion
Dieterich & Associates Christopher Dieterich
Dream Technologies, Inc. Michael Fufidio
Euromarket Advisory Services Deborah Picou
First Choice Money Resources, Inc. Craig Morse
Gifts of Joy Incorporated Warin Nakashima
Gilston Corporation Ltd. Dawn Davies
Great Neck Partners Marv Lyons
Harbor Financial Patrick Riccio
Heartland Systems Company Harold Carpenter
HSBC James Capel Canada, Inc. Giora Lavie
Johnson Capital Consulting, Inc. Peter Johnson
LHL Holdings, Ltd. Jack Levit
Manchester Asset Management Ltd. Dierdie M. McCoy
Market Search International, Inc. Russ Militello
Michael Associates Albert Riccardi
Morse Financial Consulting, Inc. James Morse
Movie Bar Company USA Jack Levit
OAC Joint Venture, Inc. Aron Scharf
Richmark Capital Richard Monello
S.R.G. & Associates, Ltd. Scott Griffith
Settondown Capital
International, Ltd. Anthony L.J. Inder Rieden
SMP Financial Consultants James Caprio
Texas Capital Securities Thomas Buckley
The Rockies Fund, Inc. Stephen Calendrella
Tonga Partners, LP Carlo Cannell
U.S. Automotive, Inc. Zora Speert
Zapara, Inc. Michael Zapara
Manner of Sale. The shares of common stock owned, or which may be
acquired, by the selling shareholders may be offered and sold by means of this
prospectus from time to time as market conditions permit in the over-the-counter
market, or otherwise, at prices and terms then prevailing or at prices related
to the then-current market price, or in negotiated transactions. These shares
may be sold by one or more of the following methods, without limitation: (a) by
a broker or dealer as agent for a selling shareholder; (b) purchases by a broker
or dealer as principal and resale by such broker or dealer for its account
<PAGE>
pursuant to this prospectus; (c) ordinary brokerage transactions and
transactions in which the broker solicits purchasers; and (d) face-to-face
transactions between sellers and purchasers without a broker/dealer. In
effecting sales, brokers or dealers engaged by the selling shareholders may
arrange for other brokers or dealers to participate. Such brokers or dealers may
receive commissions or discounts from selling shareholders in amounts to be
negotiated.
A Selling Shareholder may enter into hedging transactions with
broker-dealers and the broker-dealers may engage in short sales of Medcom's
common stock in the course of hedging the positions they assume with such
Selling Shareholder, including, without limitation, in connection with the
distribution of Medcom's common stock by such broker-dealers. A Selling
Shareholder may also enter into option or other transactions with broker-dealers
that involve the delivery of the common stock to the broker-dealers, who may
then resell or otherwise transfer such common stock. A Selling Shareholder may
also loan or pledge the common stock to a broker-dealer and the broker-dealer
may sell the common stock so loaned or upon default may sell or otherwise
transfer the pledged common stock.
Broker-dealers, underwriters or agents participating in the distribution
of Medcom's common stock as agents may receive compensation in the form of
commissions, discounts or concessions from the Selling Shareholders and/or
purchasers of the common stock for whom such broker-dealers may act as agent, or
to whom they may sell as principal, or both (which compensation as to a
particular broker-dealer may be less than or in excess of customary
commissions). Selling Shareholders and any broker-dealers who act in connection
with the sale of common stock hereunder may be deemed to be "Underwriters"
within the meaning of the Securities Act, and any commissions they receive may
be deemed to be underwriting discounts and commissions under the Securities Act.
Neither Medcom nor any Selling Shareholder can presently estimate the amount of
such compensation. Medcom knows of no existing arrangements between any selling
shareholder, any other stockholder, broker, dealer, underwriter or agent
relating to the sale or distribution of Medcom's common stock.
Medcom has advised the selling shareholders that they and any securities
broker/dealers or others who may be deemed to be statutory underwriters will be
subject to the Prospectus delivery requirements under the Securities Act of
1933. Medcom has also advised the Selling Shareholders that in the event of a
"distribution" of the shares owned by the Selling Shareholder, such Selling
Shareholders, any "affiliated purchasers", and any broker/dealer or other person
who participates in such distribution may be subject to Rule 102 under the
Securities Exchange Act of 1934 ("1934 Act") until their participation in that
distribution is completed. A "distribution" is defined in Rule 102 as an
offering of securities "that is distinguished from ordinary trading transactions
by the magnitude of the offering and the presence of special selling efforts and
selling methods". Medcom has also advised the Selling Shareholders that Rule 102
under the 1934 Act prohibits any "stabilizing bid" or "stabilizing purchase" for
the purpose of pegging, fixing or stabilizing the price of the Common Stock in
connection with this offering. Rule 101 makes it unlawful for any person who is
participating in a distribution to bid for or purchase stock of the same class
as is the subject of the distribution.
DESCRIPTION OF SECURITIES
Common Stock
Medcom is authorized to issue 40,000,000 shares of common stock. Holders of
common Stock are each entitled to cast one vote for each share held of record on
all matters presented to shareholders. Cumulative voting is not allowed; hence,
the holders of a majority of the outstanding common stock can elect all
directors.
<PAGE>
Holders of common stock are entitled to receive such dividends as may be
declared by the Board of Directors out of funds legally available therefor and,
in the event of liquidation, to share pro rata in any distribution of Medcom's
assets after payment of liabilities. The board is not obligated to declare a
dividend. It is not anticipated that dividends will be paid in the foreseeable
future.
Holders of common stock do not have preemptive rights to subscribe to
additional shares if issued by Medcom. There are no conversion, redemption,
sinking fund or similar provisions regarding the common stock.
Preferred Stock
Medcom is authorized to issue up to 1,000,000 shares of preferred stock.
Medcom's Articles of Incorporation provide that the Board of Directors has the
authority to divide the preferred stock into series and, within the limitations
provided by Delaware statute, to fix by resolution the voting power,
designations, preferences, and relative participation, special rights, and the
qualifications, limitations or restrictions of the shares of any series so
established. As the Board of Directors has authority to establish the terms of,
and to issue, the preferred stock without shareholder approval, the preferred
stock could be issued to defend against any attempted takeover of Medcom.
In April 1995, Medcom issued 25,250 shares of Series A preferred stock.
Each Series A preferred share is convertible into 0.2 of a share of Medcom's
common stock. As of October 31 1999, 20,000 shares of the Series A preferred
stock had been converted into shares of Medcom's common stock.
In March 1996, Medcom issued 100,000 shares of its Series B preferred
stock. Each Series B preferred share is convertible into 0.25 of a share of
Medcom's common stock. As of July 31, 1999 all shares of the Series B preferred
stock had been converted into 25,000 shares of Medcom's common stock.
Between November 1998 and January 1999 Medcom issued 1,745 shares of its
Series C preferred stock. The Series C preferred shares were subsequently
converted into 3,490,000 shares of Medcom's common stock.Transfer Agent
Corporate Stock Transfer, Inc., of Denver, Colorado, is the transfer agent
for Medcom's common stock.
EXPERTS
The financial statements as of June 30, 1999 incorporated by reference in
this prospectus from Medcom's annual report on Form 10-KSB have been audited by
Ehrhardt Keefe Steiner & Hottman PC independent auditors, as stated in their
<PAGE>
report which is incorporated herein by reference, and have been so incorporated
in reliance upon the report of such firm given upon their authority as experts
in accounting and auditing.
INDEMNIFICATION
Medcom's Bylaws authorize indemnification of a director, officer, employee
or agent of Medcom against expenses incurred by him in connection with any
action, suit, or proceeding to which he is named a party by reason of his having
acted or served in such capacity, except for liabilities arising from his own
misconduct or negligence in performance of his duty. In addition, even a
director, officer, employee, or agent of Medcom who was found liable for
misconduct or negligence in the performance of his duty may obtain such
indemnification if, in view of all the circumstances in the case, a court of
competent jurisdiction determines such person is fairly and reasonably entitled
to indemnification. Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers, or persons
controlling Medcom pursuant to the foregoing provisions, Medcom has been
informed 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.
<PAGE>
No dealer, salesman or other person has been authorized to give any
information or to make any representations, other than those contained in this
prospectus. Any information or representation not contained in this prospectus
must not be relied upon as having been authorized by Medcom. This prospectus
does not constitute an offer to sell, or a solicitation of an offer to buy, the
securities offered hereby in any state or other jurisdiction to any person to
whom it is unlawful to make such offer or solicitation.
TABLE OF CONTENTS
Page
Prospectus Summary .....................................................
Risk Factors ............................................................
Documents Incorporated by Reference .....................................
Additional Information ..................................................
Comparative Share Data ..................................................
Selling Shareholders ....................................................
Description of Securities ...............................................
Experts .................................................................
Indemnification .........................................................
Common Stock
MEDCOM USA, INCORPORATED
PROSPECTUS
<PAGE>
PART II
Information Not Required in Prospectus
Item 14. Other Expenses of Issuance and Distribution
SEC Filing Fee $ 3,103
Blue Sky Fees and Expenses 2,000
Printing and Engraving Expenses 2,000
Legal Fees and Expenses 40,000
Accounting Fees and Expenses 3,000
Miscellaneous Expenses 4,897
----------
TOTAL $ 55,000
========
All expenses other than the S.E.C. filing fees are estimated.
Item 15. Indemnification of Officers and Directors.
The Delaware General Corporation Law and Medcom's Bylaws that Medcom
may indemnify any and all of its officers, directors, employees or agents or
former officers, directors, employees or agents, against expenses actually and
necessarily incurred by them, in connection with the defense of any legal
proceeding or threatened legal proceeding, except as to matters in which such
persons shall be determined to not have acted in good faith and in the best
interest of Medcom.
Item 16. Exhibits
Exhibits Page Number
1 Underwriting Agreement N/A
3.1 Certificate of Incorporation, (1)
------------------------
as amended
3.1.1 Amendment to Articles of Incorporation (1)
3.2 Bylaws (l)
4.1 Form of 1993 Incentive Stock Option Plan
and 1993 Non-Statutory Stock Option Plan (2)
------------------------
4.2 Form of Stock Bonus Plan (3)
------------------------
4.3 Designation of Series C Preferred Stoc
(as amended) (4)
------------------------
5 Opinion of Counsel ---------------
<PAGE>
10 Series C Preferred Stock Purchase Agreement,
Escrow Agreement, Registration Rights Agreement (4)
and Form of Warrant
10.1 Agreement relating to acquisition of Medcard System Previously filed
10.2 Agreement relating to sale of assets of Link
International Previously filed
10.3 Employment Agreement with Mark Bennett Previously filed
10.4 Employment Agreement with Michael Malet Previously filed
23.1 Consent of Hart and Trinen _______________
23.2 Consent of Ehrhardt Keefe Steiner & Hottman, PC _______________
24. Power of Attorney Included as part of the
Signature Page
(1) Incorporated by reference to the same exhibit filed as part of Medcom's
Registration Statement on Form SB-2 (Commission File No. 33-70546-A).
(2) Incorporated by reference, and as same exhibit number, from Registration
Statement on Form SB-2 (Commission File Number 33-70546-A).
(3) Incorporated by reference, and as same exhibit number, from Amendment No. 1
to Registration Statement on Form SB-2 (Commission File Number 33-70546-A).
(4) Incorporated by reference, and as same exhibit number, from report on 8-K
dated December 14, 1998.
Item 17. 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 l0(a)(3) of the
Securities Act of l933; (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;
<PAGE>
(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, including
(but not limited to) any addition or deletion of a managing underwriter.
(2) That, for the purpose of determining any liability under the
Securities Act of l933, 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.
Insofar as indemnification for liabilities arising under the Securities
Act of l933 may be permitted to directors, officers and controlling persons of
the Registrant, 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 of 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>
POWER OF ATTORNEY
The registrant and each person whose signature appears below hereby
authorizes the agent for service named in this Registration Statement, with full
power to act alone, to file one or more amendments (including post-effective
amendments) to this Registration Statement, which amendments may make such
changes in this Registration Statement as such agent for service deems
appropriate, and the Registrant and each such person hereby appoints such agent
for service as attorney-in-fact, with full power to act alone, to execute in the
name and in behalf of the Registrant and any such person, individually and in
each capacity stated below, any such amendments to this Registration Statement.
SIGNATURES
Pursuant to the requirements of the Securities Act of l933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
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 the City of Irvine, State of California, on the 7th day of March,
2000.
MEDCOM COMMUNICATIONS INC.
By: /s/ Mark bennett
MARK BENNETT, President
By: /s/ Alan Ruben
ALAN RUBEN, Principal Financial Officer
and Chief Accounting Officer
Pursuant to the requirements of the Securities Act of l933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
/s/ Mark Bennett
Mark Bennett Director March 7, 2000
/s/ Michael Malet
Michael Malet Director March 7, 2000
David Breslow Director March __, 2000
/s/ Julio Curra
Julio Curra Director March 7, 2000
<PAGE>
MEDCOM USA, INCORPORATED
AMENDMENT NO. 3
TO
REGISTRATION STATEMENT ON
FORM S-3
EXHIBITS
Hart & Trinen, LLP
1624 Washington St.
Denver, CO 80203
(303) 839-0061
(303) 839-5414 Fax
March 7, 2000
Medcom USA, Incorporated
18001 Cowan
Suite C & D
Irvine, CA 92614
Gentlemen:
This letter will constitute an opinion upon the legality of the sale by
certain Selling Shareholders of Medcom USA, Incorporated, a Delaware corporation
("Medcom"), of up to 15,308,923 shares of Common Stock, all as referred to in
the Registration Statement on Form S-3 filed by Medcom with the Securities and
Exchange Commission.
We have examined the Articles of Incorporation, the Bylaws and the minutes of
the Board of Directors of Medcom and the applicable laws of the State of
Delaware, and a copy of the Registration Statement. In our opinion, Medcom was
authorized to issue the shares of stock mentioned above and such shares will,
when sold, be legally issued, fully paid and non-assessable.
Very truly yours,
HART & TRINEN
William T. Hart
CONSENT OF ATTORNEYS
Reference is made to the Registration Statement of Medcom USA, Incorporated,
whereby certain Selling Shareholders propose to sell up to 15,308,923 shares of
Medcom's Common Stock. Reference is also made to Exhibit 5 included in the
Registration Statement relating to the validity of the securities proposed to be
sold.
We hereby consent to the use of our opinion concerning the validity of the
securities proposed to be issued and sold.
Very truly yours,
HART & TRINEN
William T. Hart
Denver, Colorado
March 7, 2000
CONSENT OF INDEPENDENT AUDITORS' REPORT
We consent to the incorporation by reference in this Amendment No. 3 to the
Registration Statement on Form S-3 (No. 333-71179) of our report dated August
19, 1999 for the year ended June 30, 1999, included in the Form 10-KSB of MedCom
USA, Inc. (f/k/a Sims Communications, Inc.) for the year ended June 30, 1999.
Ehrhardt Keefe Steiner & Hottman PC
March 8, 2000
Denver, Colorado
