As filed with the Securities and Exchange Commission on ____________, 1997.
Registration No. 33-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________________
FORM S-3
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
______________________
MEDPLUS, INC.
(Exact name of registrant as specified in its charter)
Ohio 48-1094982
(State or other 8805 Governor's Hill Drive (I.R.S. Employer
jurisdiction of Cincinnati, Ohio 45249 Identification No.)
incorporation (513) 583-0500
or organizarion) Fax: (513) 583-8884
(Address, including zip code, and telephone number, including area code,
of Registrant's principal executive offices)
______________________
Moira J. Squier, Esq.
MedPlus, Inc.
8805 Governor's Hill Drive
Cincinnati, Ohio 45249
(513) 583-0500
Fax: (513) 583-8884
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
______________________
Copy to:
Charles F. Hertlein, Jr., Esq.
Dinsmore & Shohl
1900 Chemed Center
255 East Fifth Street
Cincinnati, Ohio 45202
(513) 977-8315
Fax: (513) 977-8141
Approximate date of commencement of proposed sale to the public;
As soon as practicable after this Registration Statement becomes effective.
CALCULATION OF REGISTRATION FEE
Title of Each Class Amount to be Proposed Proposed Amount of
of Securities to be Registered Maximum Maximum Registration
Registered Offering Aggregate Fee
Price Per Offering
Share Price
Common Stock,
without par value.... 113,523 $6.25(1) $709,518.75 $215.01
(1) Estimated solely for the purpose of calculating the amount of registration
fee.
_____________
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 this Registration
Statement shall become effective on such date as the Commission, acting
pursuant to said Section 8(a), may determine.
_____________________________________________________________________________
PROSPECTUS
113,523 Shares
MEDPLUS, INC.
Common Stock
_______________
Certain selling shareholders (the "Selling Shareholders") are offering
for sale pursuant to this Prospectus up to 113,523 shares (the "Shares") of
the common stock without par value ("Common Stock") of MedPlus, Inc. (the
"Company"). The Selling Shareholders originally acquired the Shares from the
Company in December 1995 pursuant to the merger into the Company of Universal
Document Management Services, Inc. See "Selling Shareholders." The Company
will not receive any proceeds from the sale of Shares hereunder. See "Use of
Proceeds."
The Shares may be sold from time to time by the Selling Shareholders (or
their pledges or donees) in one or more transactions (which may include block
transactions in the Nasdaq National Market), in negotiated transactions or
otherwise, at prices then prevailing or at negotiated prices. The Selling
Shareholders may effect such transactions by selling Shares directly to
purchasers or to or through broker-dealers which may act as agents or
principals. Such broker-dealers may receive compensation in the form of
discounts, concessions or commissions from the Selling Shareholders and/or the
purchasers of the Shares for whom such broker-dealers may act as agents or to
whom they sell as principal, or both. In effecting sales, brokers or dealers
engaged by the Selling Shareholders may arrange for other brokers or dealers
to participate. Commissions or discounts which may be received by brokers or
dealers are not expected to exceed those customary in the type of transactions
involved. The Selling Shareholders and any persons who act as broker-dealers
in connection with the sale of the Shares offered hereby might be deemed to be
"underwriters" within the meaning of Section 2(11) of the Securities Act of
1933, as amended (the "Securities Act"), and any commissions received by them,
and any profit on the resale of the Shares a principal, may under certain
circumstances be deemed to be underwriting discounts and commissions under the
Securities Act.
All expenses of registration of the Shares under the Securities Act and
applicable state laws, estimated to be approximately $5,000 will be borne by
the Company. Any commission expenses and brokerage fees, the fees of counsel
to the Selling Shareholders and any applicable taxes are payable individually
by the Selling Shareholders.
The Common Stock is traded on the over-the-counter and quoted on the
Nasdaq National Market under the symbol "MEDP". On January 20, 1997, the
closing price of the Common Stock on the Nasdaq National Market was $6.25 per
share.
INVESTORS SHOULD CONSIDER THE MATTERS SET FORTH HEREIN UNDER "RISK FACTORS."
_________
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 ______, 1997
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended ("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 can be inspected
and copied at the Public Reference Room of the Commission, Room 1024, 450
Fifth Street, NW, Washington, D.C. and at the Commission's regional offices at
500 West Madison Street, 14th Floor, Chicago, Illinois 60661 and 14th Floor,
75 Park Place, New York, New York. Copies of this material can be obtained
from the Public Reference Section of the Commission, 450 Fifth Street, NW,
Washington, D.C. 20549, at prescribed rates. The Commission also maintains an
Internet website at http://www.sec.gov that contains reports, proxy statements
and other information.
The Company has filed with the Commission in Washington, D.C., a
Registration Statement on Form S-3 (the "Registration Statement") under the
Securities Act, with respect to the Shares offered by this Prospectus. This
Prospectus, which constitutes a part of the Registration Statement, does not
contain all of the information set forth in the Registration Statement and the
exhibits thereto. For further information with respect to the Company and the
Shares, reference is made to the Registration Statement and the exhibits
incorporated therein by reference or filed as a part thereof. Statements made
in this Prospectus as to the contents of any contract, agreement or other
document referred to are not necessarily complete; with respect to each such
contract, agreement or other document filed or incorporated by reference as an
exhibit to the Registration Statement, reference is made to the exhibit for a
complete description of the matter involved, and each such statement shall be
deemed qualified in its entirety by such reference.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Company with the Commission are
hereby incorporated by reference: (1) Annual Report on Form 10-KSB for the
year ended December 31, 1995; (ii) Quarterly Reports on Form 10-QSB for the
quarters ended March 31, June 30 and September 30, 1996; (iii) Proxy Statement
dated April 17, 1996; and (iv) the description of the Common Stock contained
in the Company's Registration Statement on Form 8-A under the Exchange Act
relating thereto, effective date May 24, 1994, including any amendment or
reports filed for the purpose of updating such description.
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14
or 15(d) of the Exchange Act subsequent to the date of this Prospectus and
prior to the termination of the offering of the Shares covered by this
Prospectus shall be deemed to be incorporated by reference into this
Prospectus and to be a part hereof 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 other subsequently filed document which also is or is deemed
to be incorporated by reference herein modifies or supersedes such statement.
Any such statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Prospectus.
The Company will provide without charge to each person to whom a
Prospectus is delivered upon written or oral request of such person, a copy of
any or all documents incorporated herein by reference (other than exhibits to
such documents unless such exhibits are specifically incorporated by reference
into such documents). Requests for copies should be directed to Moira J.
Squier, General Counsel, MedPlus, Inc., 8805 Governor's Hill Drive,
Cincinnati, Ohio 45249, telephone (513) 583-0500.
TABLE OF CONTENTS
Available Information................................................
Incorporation of Certain Documents by Reference......................
The Company..........................................................
Use of Proceeds......................................................
Risk Factors.........................................................
Selling Shareholders.................................................
Plan of Distribution.................................................
Legal Matters........................................................
Experts..............................................................
No person is authorized to give any information or make any
representations other than those contained or incorporated by reference in
this Prospectus, in connection with the offering referred to herein and, if
given or made, such information or representation must not be relied upon as
having been authorized by the Company or the Selling Shareholders. This
Prospectus does not constitute an offer to sell or a solicitation of any offer
to buy the securities registered hereby in any jurisdiction to any person to
whom it is unlawful to make such offer or solicitation in such jurisdiction.
Neither the delivery of this Prospectus nor any sale made hereunder shall,
under any circumstances, create any implication that there has been no change
in the affairs of the Company since the date hereof or that the information
contained or incorporated by reference herein is correct as of any time
subsequent to its date.
THE COMPANY
MedPlus provides state-of-the-art information management technology and
products to customers in the health care industry. The Company sells and
supports hardware and software solutions to meet the needs of health care
organizations. The Company's products include electronic patient systems,
optical document archival and retrieval systems, intelligent bar coding
systems, object-oriented workflow and document management systems and
laboratory, business office and physician office integration services. The
Company's technology and products are designed to allow health care providers
to easily and quickly achieve quality and productivity enhancements, and cost
containment goals which are increasingly imposed upon them by legal and
regulatory requirements as well as economic and consumer pressures.
The Company was originally incorporated in 1991. The Company's principal
executive offices are located at 8805 Governor's Hill Drive, Cincinnati, Ohio
45249. Its telephone number is (513) 583-0500.
USE OF PROCEEDS
The Company will receive no proceeds from the sale of Shares by the
Selling Shareholders.
RISK FACTORS
The following factors, any of which could have a material adverse effect
on the Company, should be carefully considered in evaluating the Company and
its business before purchasing the shares offered by this Prospectus:
Product Acceptance and Market Development. The markets for the Company's
products, particularly for its OptiMaxx and ChartMaxx products, are relatively
new and may not develop as anticipated. The Company's future success is
dependent upon market acceptance of its products in preference to competing
products. Growth in the market for the Company's products will also depend
upon a variety of factors, including the nature of future regulations
affecting potential customers and basic economic forces, all of which are
beyond the Company's control.
Competition. The market for information technology in the health care
industry is intensely competitive. The Company believes that the principal
competitive factors in this market include the breadth and quality of system
and product offerings, product pricing, the reputation and stability of the
information systems provider, the features and capabilities of the information
systems, ongoing support for such systems, the potential for enhancements
thereto, and technical and financial resources. Certain of the Company's
competitors have significantly greater financial, technical, research and
development and marketing resources than the Company. In addition, the
Company's products compete with other technologies as well as similar products
developed by other companies. Other major information technology companies
may enter the markets in which the Company competes. Competitive pressures
and other factors, such as new product introductions by its competitors, or
the entry into new geographic markets may result in significant pricing
pressures that could have a material adverse effect on the Company's business.
Rapid Technological Change. The computer and information systems
industries have long been characterized by rapid technological advances in
both software and hardware. There could be substantial new developments of
software or hardware, or even of entire new technologies, that could quickly
render the Company's current products obsolete. To respond to rapidly
changing technology, the Company will be required to make substantial
continuing investments in research and development, and there can be no
assurance that its efforts will be successful or that there will be adequate
funds available for such efforts.
Complementary Business or Products. The Company has adopted the strategy
of advancing and/or investing funds in companies that develop software and/or
provide services to the health care industry, or that may be complementary
and/or assist in the development, marketing, and distribution of the Company's
product lines. There can be no assurance that these investee companies will
be successful and that the advances will be repaid or that the investments
will have ongoing value.
Dependence on IntelliCode Intelligent Bar Code System Product Line. From
the date of the Company's inception, the IntelliCode product line has been the
most significant business segment of the Company. However, it has been the
Company's goal to diversify its information management technology products.
The Company introduced the OptiMaxx product line in 1994 and made the first
commercial release version of ChartMaxx in the fourth quarter of 1995. The
Company acquired Universal Document Management Systems, Inc. in December 1995
and FutureCORE, Inc. in June 1996.
Extended Sales Cycle; Dependence on Future Systems Sales. The decision
by a health care provider to replace or substantially modify or upgrade its
information systems typically involves a substantial capital commitment and an
extended review and approval process. Accordingly, the sales cycle for the
Company's products, particularly the OptiMaxx and ChartMaxx products, may
exceed twelve months from initial contact to contract execution. During these
periods, the Company may expend substantial time, efforts and funds preparing
a contract proposal and negotiating the contract. The Company does not record
revenues on products until they have either been shipped, or specific
milestones in the installation or implementation of the system have been
reached. Any significant or ongoing failure to achieve signed contracts and
subsequent product shipment or product acceptance after expending time, effort
and funds could have a material adverse effect on the Company's business.
Variability in Quarterly Operating Results; Future Profitability;
Possible Volatility in Stock Price. The Company has recently experienced
quarterly operating losses, principally as a result of significant
expenditures to develop and market its current and new products.
Additionally, results of operations have fluctuated and may continue to
fluctuate significantly as a result of a number of factors, including: (i)
the volume and timing of system sales and customer acceptances; (ii) customer
purchasing patterns, extended sales cycles, particularly those of OptiMaxx and
ChartMaxx, and scheduling of system installations; (iii) the mix of direct and
indirect sales; and (iv) actions of competitors. The Company believes that
revenues generated by indirect sales sources, which are harder to predict, may
increase as a percentage of total revenues. The Company's total revenues and
results of operations may be affected by seasonal trends as a result of
customers' annual purchasing and budgeting practices.
The Company's future profitability is dependent on its ability to achieve
sufficient levels of revenue to fund its operating expenses and there can be
no assurance that the Company will be profitable in the future. The Company's
future operating results are likely to be subject to significant variability
from quarter to quarter and could be adversely affected in any particular
quarter. As a result, the Company believes that period to period comparisons
of its revenues and results of operations are not necessarily meaningful and
should not be relied upon as indicators of future performance. Due to the
foregoing factors, it is possible that the Company's operating results may be
below the expectations of public market analysts and investors. In such
event, the price of the Company's Common Stock could be materially and
adversely affected. In addition, the market price for the Company's Common
Stock could be adversely affected by general trends in the Company's industry,
changes in general market conditions and other factors.
Dependence on Key Personnel. The Company's continued success is
dependent upon certain key management and technical personnel. Competition
for qualified employees is intense, and the loss of certain of the Company's
employees or its inability to attract, retain and motivate highly skilled
employees in the future could adversely affect its business.
Highly Regulated Customer Base. The Company focuses its business on
providing information solutions to health care organizations, particularly
hospitals. Hospitals and other health care organizations are strictly
regulated, and it is likely that the level of regulation will increase. The
acceptance of the Company's products by its customers will depend, to a very
significant degree, upon whether the use of the Company's products will be in
compliance with applicable regulations or will assist health care
organizations in complying with such regulations. While the Company closely
monitors such regulations and designs its products accordingly, a substantial
change in the level of regulation or the substance of particular regulations
could adversely affect the Company's business.
Uncertainty in Health Care Industry; Government Health Care Reform
Proposals. The health care industry is undergoing significant changes,
including consolidation of health care providers to form larger health care
delivery enterprises as well as market-driven or government initiatives to
reform health care. While, in general, these changes have had a positive
impact on the Company's business, the increased bargaining power of these
combined enterprises may lead to a reduction in the gross margins of the
Company's products, which could have a material adverse effect on the
Company's business, financial condition or results of operations. As the
number of health care delivery enterprises decreases due to further industry
consolidation, each sale becomes more significant and competition for such
sale is greater. The Company's business, financial condition or results of
operations may be materially and adversely affected in the event that the
Company is unable to make sales of its systems to health care providers that
are combining, replacing or substantially modifying their health care
information systems. In addition, numerous proposals relating to health care
reform have been, and additional proposals may be, introduced in the United
States Congress and state legislatures. Although the effects of federal and
state initiatives for health care reform are unknown, the Company believes
that competitive factors in the health care industry will continue to drive
reform of health care delivery. The Company cannot predict with any certainty
what impact, if any, such market or government initiatives might have on its
business, financial conditions or results of operations.
Dependence Upon Relationships With Third Party Vendors. The Company does
not possess substantial internal manufacturing capacity and instead relies
upon third party manufacturers, including manufacturers with which the Company
has negotiated special manufacturing agreements. The Company's dependence on
third party suppliers involves several potential risks, including limited
control over pricing, production constraints which may limit product
availability and quality, and delivery schedules. While the Company believes
it has adequately protected itself against most foreseeable risks through its
special manufacturing agreements with key suppliers, if a third party
manufacturer were to cease operations due to insolvency or for other reasons,
if such manufacturer should reach full production capacity, or if such a
manufacturer should breach its agreement with the Company, there could be a
disruption in supply until other sources could be obtained. Such a disruption
could adversely affect the Company's business. The Company believes, however,
that any such effect would be temporary since numerous alternative sources of
supply are available.
In addition, the Company relies to a large extent upon licensed third
party software which it integrates through the use of its own proprietary
software. Consequently, the Company is dependent upon such third party
software vendors for ongoing support and enhancements. The failure of one or
more of such vendors to provide such services for any reason could adversely
affect the Company's business. The Company believes that the effect of such a
failure would be temporary because numerous alternative sources of software
support are available.
Lack of Intellectual Property Protection. To a significant degree, the
Company's products consist of third party hardware and software integrated
with some proprietary hardware and software of the Company. The Company
historically did not hold any patents or copyrights with respect to any of its
products and only recently adopted a policy of applying for patents and/or
copyrights in appropriate situations. To the extent possible, the Company
attempts to protect its use of third party hardware and software with
contractual exclusivity and confidentiality provisions, but, because the
Company does not own the rights to these third party products, there can be no
assurance that competitors or others will not attempt to integrate the same or
similar products into systems competitive with those sold by the Company. To
protect its proprietary rights, the Company relies upon the law of trade
secrets and confidentiality agreements with employees and customers.
Notwithstanding these safeguards, it could be possible for competitors to
obtain and/or imitate the Company's software and/or hardware. Further, there
can be no assurance that others will not independently develop products
similar or superior to those of the Company.
Product Liability. The Company's products are designed to collect,
store, and disseminate in various ways a wide range of information within
health care facilities, including clinical and financial information.
Although the health care personnel who utilize the Company's products are
responsible for the proper diagnosis and treatment of patients, and the
Company's products are not directly utilized for such specific purposes, there
can be no assurance that the Company will not become involved in products
liability and/or malpractice claims and litigation, or that its insurance
coverage, currently maintained at $10 million, will be sufficient in such a
case. To date, however, the Company has not been involved in any such
litigation.
Control. The directors and officers of the Company currently own or
control, in the aggregate, 3,237,000 shares of the Company's Common Stock, or
approximately 53% of all the shares outstanding prior to completion of the
offering. Upon completion of the offering, these persons will own 3,146,000
shares of the Company's Common Stock, or approximately 51.6% of the
outstanding shares. As a result, the current directors and executive officers
as a group will be able to exercise control over the election of directors and
other matters which are presented to a vote of the shareholders of the
Company.
SELLING SHAREHOLDERS
The Selling Shareholders acquired the Shares in December 1995 exchange
for their controlling interest in Universal Document Management Services, Inc.
pursuant to such company's merger into a wholly-owned subsidiary of the
Company. The merger agreement contained a registration rights clause which
granted the Selling Shareholders the one-time right to require the Company to
file a registration statement under the Securities Act to cover their sale of
the Shares.
The following table sets forth information as of December 31, 1996, with
respect to beneficial ownership of Common Stock by Selling Shareholders and
has been provided to the Company by the Selling Shareholders:
Percentage
of Shares
Shares Shares to Shares to to be
Owned be Sold be Owned Owned
Name of Prior to Pursuant After After
Selling Shareholder Offering Hereto Offering Offering
Jay Hilnbrand and
Judy Hilnbrand 100,724 90,724(1) 10,000 (2)
Robert C. Weiss 22,685 22,685(1) 0 (2)
Milton Bortz and
Honeylou Bortz 100 114 0 (2)
(1) Shares acquired by the Selling Shareholders pursuant to the
merger of Universal Document Management Systems, Inc. with and into the
Company.
(2) Less than 1%.
PLAN OF DISTRIBUTION
General
The Shares may be sold from time to time by the Selling Shareholders (or
their pledgees or donees) in one or more transactions (which may include block
transactions on the Nasdaq National Market) in negotiated transactions or
otherwise, at prices then prevailing or at negotiated prices. The Selling
Shareholders may effect such transactions by selling the Shares directly to
purchasers or to or through broker-dealers which may act as agents or
principals. Such broker-dealers may receive compensation in the form of
discounts, concessions or commissions from the Selling Shareholders and/or the
purchasers of the Shares for whom such broker-dealers may act as agents or to
whom they may sell as principal, or both. In effecting sales, brokers or
dealers engaged by the Selling Shareholders may arrange for other brokers or
dealers to participate. Commissions or discounts which may be received by
brokers or dealers are not expected to exceed those customary in the type of
transactions involved. The Selling Shareholders and any persons who act as
broker-dealers in connection with the sale of the Shares offered hereby might
be deemed to be "underwriters" within the meaning of Section 2(11) of the
Securities Act, and any commissions received by them, and any profit on the
resale of the Shares as principal, may, under certain circumstances, be deemed
to be underwriting discounts and commissions under the Securities Act.
All expenses of registration of the Shares with the Commission, estimated
to be approximately $5,000 will be borne by the Company. Any commission
expenses and brokerage fees, the fees of counsel to the Selling Shareholders,
and any applicable taxes are payable individually by the Selling Shareholders.
There can be no assurance that the Selling Shareholders will sell any or
all of the Shares offered hereby. The Company is not required to maintain the
effectiveness under the Securities Act of the Registration Statement of which
this Prospectus is a part for a period greater than three years after the
Registration Statement is declared effective by the Commission.
Indemnification
The Company's Code of Regulations provides that each person who is made a
party or is otherwise involved in any action, suit or proceeding, by reason of
the fact that he/she is or was a director or officer of the Company, or is or
was serving at the request of the Company as a director, officer, trustee,
employee or agent or another entity, shall be indemnified and held harmless by
the Company to the fullest extent authorized by the Ohio General Corporation
Law (the "OGCL") against all expenses, liability and loss, including
attorneys' fees. The OGCL permits indemnification in non-shareholder
derivative actions for expenses, judgments, fines and settlement amounts, if
the director or officer acted in good faith and in a manner he/she reasonably
believed to be in or not opposed to the best interests of the Company and with
respect to any criminal action or proceeding, had no reasonable cause to
believe his/her conduct was unlawful. In a shareholder derivative action, the
OGCL permits indemnification for expenses only if the director or officer
acted in good faith and in a manner he/she reasonably believed to be in or not
opposed to the best interests of the Company, unless the director or officer
has been adjudged to be liable for negligence or misconduct in the performance
of his/her duties. The intent of the Company's Code of Regulations is to make
indemnification for directors and officers mandatory rather than permissive.
In addition, the Code of Regulations requires the Company to pay a directors's
or officer's expenses incurred in defending any such proceeding, in advance of
the proceeding's final disposition, provided that the director or officer
delivers to the Company an undertaking to repay all advanced amounts if its is
ultimately determined that he/she is not entitled to be indemnified under Ohio
law. To the extent that an officer or director is successful on the merits in
any proceeding, Ohio law mandates indemnification for expenses, including
attorneys' fees. The Code of Regulations also provides a procedure whereby a
director or officer denied indemnification may bring an action against the
Company to recover the amount of his/her indemnification claim, and the burden
of proving that the director or officer did not meet the applicable standard
of conduct described in the OGCL is placed on the Company. The Company's Code
of Regulations also provides that the Company may maintain insurance, at its
expense, to protect itself and any director, officer, employee, or agent of
the Company against any expense, liability, or loss, whether or not the
Company would have the power to indemnify such person against such expense,
liability or loss under the OGCL.
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Company pursuant to the foregoing provisions, or otherwise, the Company has
been advised that, in the opinion of the Securities and Exchange Commission,
such indemnification is against public policy as expressed in the Securities
Act and is, therefore, unenforceable.
LEGAL MATTERS
The validity of the Shares of Common Stock offered hereby will be passed
upon for the Company by Dinsmore & Shohl, Cincinnati, Ohio.
EXPERTS
The financial statements of the Company as of December 31, 1995, and
1994, and for each of the years in the two-year period ended December 31,
1995, incorporated by reference in this Prospectus from the Company's Annual
Report on Form 10-KSB, have been incorporated by reference herein in reliance
upon the report of KPMG Peat Marwick LLP, independent certified public
accountants, incorporated by reference herein, and upon the authority of said
firm as experts in accounting and auditing.
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
The following is an itemized statement of the expenses (all but the SEC
fees are estimates) in connection with the issuance of the securities being
registered hereunder. All such expenses will be borne by the Company.
SEC registration fees...........................................$ 215.01
Legal fees and expenses.........................................$3,000.00
Accounting fees and expenses....................................$1,500.00
Miscellaneous...................................................$ 284.99
Total...........................................................$5,000.00
Item 15. Indemnification of Directors and Officers
The Company's Code of Regulations provides that each person who is made a
party or is otherwise involved in any action, suit or proceeding, by reason of
the fact that he/she is or was a director or officer of the Company, or is or
was serving at the request of the Company as a director, officer, trustee,
employee or agent or another entity, shall be indemnified and held harmless by
the Company to the fullest extent authorized by the Ohio General Corporation
Law (the "OGCL") against all expenses, liability and loss, including
attorneys' fees. The OGCL permits indemnification in non-shareholder
derivative actions for expenses, judgments, fines and settlement amounts, if
the director or officer acted in good faith and in a manner he/she reasonably
believed to be in or not opposed to the best interests of the Company and with
respect to any criminal action or proceeding, had no reasonable cause to
believe his/her conduct was unlawful. In a shareholder derivative action, the
OGCL permits indemnification for expenses only if the director or officer
acted in good faith and in a manner he/she reasonably believed to be in or not
opposed to the best interests of the Company, unless the director or officer
has been adjudged to be liable for negligence or misconduct in the performance
of his/her duties. The intent of the Company's Code of Regulations is to make
indemnification for directors and officers mandatory rather than permissive.
In addition, the Code of Regulations requires the Company to pay a directors's
or officer's expenses incurred in defending any such proceeding, in advance of
the proceeding's final disposition, provided that the director or officer
delivers to the Company an undertaking to repay all advanced amounts if its is
ultimately determined that he/she is not entitled to be indemnified under Ohio
law. To the extent that an officer or director is successful on the merits in
any proceeding, Ohio law mandates indemnification for expenses, including
attorneys' fees. The Code of Regulations also provides a procedure whereby a
director or officer denied indemnification may bring an action against the
Company to recover the amount of his/her indemnification claim, and the burden
of proving that the director or officer did not meet the applicable standard
of conduct described in the OGCL is placed on the Company. The Company's Code
of Regulations also provides that the Company may maintain insurance, at its
expense, to protect itself and any director, officer, employee, or agent of
the Company against any expense, liability, or loss, whether or not the
Company would have the power to indemnify such person against such expense,
liability or loss under the OGCL.
Item 16. Exhibits
Each of the following exhibits is filed or incorporated by reference in
this Registration Statement.
Exhibit
Number Description of Exhibit
(5) and
(23.1) Opinion and consent of Dinsmore & Shohl, counsel to the
Registrant.
(23.3) Consent of KPMG Peat Marwick LLP
(24) Powers of Attorney (a)
________
(a) A power of attorney whereby various individuals authorize the signing
of their names to any and all amendments to this Registration Statement and
other documents submitted in connection therewith is contained on the first
page of the signature pages following Part II of this Registration Statement.
Item 17. Undertakings
(a) Rule 415 Offering. The undersigned small business issuer hereby
undertakes that it will:
(1) File, during any period in which it offers or sells
securities, a post-effective amendment to this registration statement to
include any additional or changed material information on the plan of
distribution.
(2) For determining liability under the Securities Act, treat
each post-effective amendment as a new registration statement of the
securities offered, and the offering of the securities at that time to be the
initial bona fide offering.
(3) File a post-effective amendment to remove from registration
any of the securities that remain unsold at the end of the offering.
(e) Request for Acceleration of Effective Date. Insofar as
indemnification for liabilities arising under the Securities Act of 1933 (the
"Act") may be permitted to directors, officers and controlling persons of the
small business issuer pursuant to the foregoing provisions, or otherwise, the
small business issuer 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 small business issuer of expenses
incurred or paid by a director, officer or controlling person of the small
business issuer 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 small business issuer 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 Securities
Act and will be governed by the final adjudication of such issue.
(f) Reliance on Rule 430A. The undersigned small business issuer
will:
(1) For determining any liability under the Securities Act,
treat the information omitted from the form of prospectus filed as part of
this registration statement in reliance upon Rule 430A and contained in a form
of prospectus filed by the small business issuer under Rule 424(b)(1), or (4)
or 497(h) under the Securities Act as part of this registration statement as
of the time the Commission declared it effective.
(2) For determining any liability under the Securities Act,
treat each post-effective amendment that contains a form of prospectus as a
new registration statement for the securities offered in the registration
statement, and that offering of the securities at that time as the initial
bona fide offering of those securities.
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 a 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 Cincinnati, State of Ohio on the
24th day of January, 1997.
MEDPLUS, INC.
By: /S/ Richard A. Mahoney
_______________________________
Richard A. Mahoney, President
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Richard A. Mahoney, Philip S.
Present, II, Moira J. Squier and Daniel Silber, and each of them, jointly and
severally, as his true and lawful attorneys-in-fact and agents, each with full
power of substitution, and each with power to act alone, to sign and execute
on behalf of the undersigned any amendment or amendments to this Registration
Statement on Form S-3, and to perform any acts necessary to be done in order
to file such amendment with exhibits thereto and other documents in connection
therewith with the Securities and Exchange Commission, and each of the
undersigned does hereby ratify and confirm all that said attorneys-in-fact and
agents, or their or his substitutes, shall do or cause to be done by virtue
hereof.
In accordance with the requirements of the Securities Act of 1933, this
Registration Statement was signed by the following persons in the capacities
and on the dates indicated.
Signature Title Date
/S/ Richard A. Mahoney President and Director January 24, 1997
Richard A. Mahoney (Principal Executive
Officer)
/S/ Daniel Silber Treasurer and Chief January 6, 1997
Daniel Silber Finanical Officer
(Principal Financial and
Accounting Officer)
/S/ Robert E. Kenny, III Director January 7, 1997
Robert E. Kenny, III
/S/ Paul J. Stein Director January 7, 1997
Paul J. Stein
/S/ Jay Hilnbrand Director January 6, 1997
Jay Hilnbrand
___________________ Director __________________
Paul Martin
Exhibit 23/1
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors
MedPlus, Inc.
We consent to incorporation by reference in the registration statement on Form
S-3 of MedPlus, Inc. of our report dated March 11, 1996, relating to the
consolidated balance sheets of MedPlus, Inc. and subsidiary as of December 31,
1995 and 1994, and the related consolidated statements of operations,
shareholders' equity, and cash flows for each of the years in the three-year
period ended December 31, 1995, which report appears in the December 31, 1995
annual report on Form 10-KSB of MedPlus, Inc. and subsidiary.
/S/ KPMG Peat Marwick LLP
Cincinnati, Ohio
January 24, 1997
Exhibit 5
Charles F. Hertlein, Jr.
(513) 977-8315
January 24, 1997
MedPlus, Inc.
8805 Governor's Hill Drive
Cincinnati, Ohio 45249
Ladies and Gentlemen:
This opinion is rendered for use in connection with the Registration
Statement on Form S-3, prescribed pursuant to the Securities Act of 1933, to
be filed by MedPlus, Inc. (the "Company") with the Securities and Exchange
Commission on or about January 24, 1997, under which up to 113,509 shares of
the Company's Common Stock without par value ("Common Stock") are to be
registered.
We hereby consent to the filing of this opinion as Exhibit 5 and 23.1 to
the Registration Statement and to the reference to our name in the
Registration Statement.
As counsel to the Company, we have examined and are familiar with
originals or copies, certified or otherwise identified to our satisfaction, of
such statutes, documents, corporate records, certificates of public officials,
and other instruments as we have deemed necessary for the purpose of this
opinion, including the Company's Amended Articles of Incorporation and Amended
Code of Regulations and the record of proceedings of the shareholders and
directors of the Company.
Based upon the foregoing, we are of the opinion that:
1. The Company has been duly incorporated and is validly existing and
in good standing as a corporation under the laws of the State of Ohio.
2. When the Registration Statement shall have been declared effective
by order of the Securities and Exchange Commission and up to 113,509 shares of
the Common Stock to be issued for sale to the public shall have been issued
and sold upon the terms set forth in the Registration Statement, such shares
will be legally and validly issued and outstanding, fully-paid and
nonassessable.
Very truly yours,
DINSMORE & SHOHL LLP
/S/ Charles F. Hertlein, Jr.
Charles F. Hertlein, Jr.
Encl.
