<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 11, 1998
REGISTRATION NO. 333-
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
----------------------------------
MEDIRISK, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 58-2256400
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
TWO PIEDMONT CENTER, SUITE 400
3565 PIEDMONT ROAD, N.E.
ATLANTA, GEORGIA 30305-1502
(404) 364-6700
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING
AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
MEDIRISK, INC. 1998 LONG-TERM INCENTIVE PLAN
MEDIRISK, INC. 1998 EMPLOYEE STOCK PURCHASE PLAN
OPTION AGREEMENT FOR 32,480 SHARES OF COMMON STOCK
BETWEEN MEDIRISK, INC. AND MARK A. KAISER
(FULL TITLES OF THE PLANS)
----------------------------------
KENNETH M. GOINS, JR.
MEDIRISK, INC.
TWO PIEDMONT CENTER, SUITE 400
3565 PIEDMONT ROAD, N.E.
ATLANTA, GEORGIA 30305-1502
(404) 364-6700
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING
AREA CODE, OF AGENT FOR SERVICE)
COPIES TO:
DOUGLAS B. CHAPPELL, ESQ.
ALSTON & BIRD
ONE ATLANTIC CENTER
1201 WEST PEACHTREE STREET
ATLANTA, GEORGIA 30309-3424
(404) 881-7000
(404) 881-7777 (FAX)
----------------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
====================================================================================================================
PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF SECURITIES AMOUNT TO BE OFFERING PRICE AGGREGATE OFFERING AMOUNT OF
TO BE REGISTERED REGISTERED (1) PER SHARE (2) PRICE (2) REGISTRATION FEE
- --------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock 732,480 $2.55 $1,867,824 $551
=====================================================================================================================
</TABLE>
(1) Of the 732,480 shares being registered, all are reserved for issuance
pursuant to stock incentives.
(2) Estimated solely for purposes of calculating the registration fee pursuant
to Rule 457(c), based upon the average of high and low prices reported on
the NASDAQ National Market System on September 9, 1998.
==============================================================================
<PAGE> 2
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
The documents constituting Part I of this Registration Statement will
be sent or given to participants in the Plans as specified by Rule 428(b)(1)
under the Securities Act of 1933, as amended (the "Securities Act").
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed by Medirisk, Inc. (the "Company") with
the Securities and Exchange Commission (the "Commission") are incorporated by
reference in this Registration Statement:
(a) The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1997, as amended.
(b) The Company's Quarterly Report on Form 10-Q for the fiscal quarter
ended March 31, 1998.
(c) The Company's Quarterly Report on Form 10-Q for the fiscal quarter
ended June 30, 1998.
(d) The Company's Current Report on Form 8-K, filed with the Commission on
April 13, 1998.
(e) The Company's Current Report on Form 8-K, filed with the Commission on
May 29, 1998, as amended by Form 8-K/A, filed with the Commission on
June 5, 1998.
(f) The Company's Current Report on Form 8-K, filed with the Commission on
June 30, 1998, as amended by Form 8-K/A filed with the Commission on
August 31, 1998.
(g) The description of the Company's Common Stock contained in the
Company's Registration Statement, filed pursuant to Section 12 of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"),
including any amendment or report filed for the purpose of updating
such description.
All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act after the date of this
Registration Statement and prior to the filing of a post-effective amendment
that indicates that all securities offered hereby have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference herein and to be part hereof from the date of filing
of such documents.
ITEM 4. DESCRIPTION OF SECURITIES
Not Applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not Applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Registrant's Bylaws, as amended, and the Certificate of
Incorporation, as amended, provide that directors and officers of the
Registrant will be indemnified by the Registrant to the fullest extent
authorized by Delaware law, as it now exists or may in the future be amended,
against all expenses and liabilities reasonably
II-1
<PAGE> 3
incurred in connection with service for or on behalf of the Registrant. The
Certificate of Incorporation, as amended, also provides that the right of
directors and officers to indemnification is not exclusive of any other right
now possessed or hereafter acquired under any statute, agreement or otherwise.
The Registrant and its officers and directors have entered into indemnification
agreements providing for mandatory indemnification consistent with the
provisions in the Bylaws.
The Registrant's Certificate of Incorporation provides that Directors
of the Registrant will not be personally liable for monetary damages to the
Registrant for certain breaches of their fiduciary duty as directors, except
for (i) any appropriation of any business opportunity of the Company in
violation of his duties to the Registrant or its shareholders, (ii) acts or
omissions which involve intentional misconduct or a knowing violation of law,
(iii) approval of certain illegal dividends or redemptions and (iv)
transactions approved by the directors from which they derive an improper
personal benefit. In appropriate circumstances, equitable remedies or
nonmonetary relief, such as an injunction, will remain available to a
shareholder seeking redress from any such violation. In addition, the provision
applies only to claims against a director arising out of his role as a director
and not in any other capacity (such as an officer or employee of the
Registrant).
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not Applicable.
ITEM 8. EXHIBITS
4.1 Certificate of Incorporation as amended (incorporated by reference to
Exhibit 3.1 of the Company's Registration Statement on Form S-1, filed
with the Commission on September 19, 1996). (Registration No.
333-12311)
4.1.1 Certificate of Designation of Series 1998-A Preferred Stock
(incorporated by reference to Exhibit 3.1.1 of the Company's Current
Report on Form 8-K, filed with the Commission on April 13, 1998).
4.1.2 Certificate of Designation, Preferences and Rights of Series A Junior
Participating Preferred Stock.
4.2 Bylaws (incorporated by reference to Exhibit 3.2 of the Registrant's
Annual Report on Form 10-K for the year ended December 31, 1997, filed
with the Commission on March 30, 1998).
5 Opinion of Alston & Bird, counsel to Registrant, as to the legality of
the securities being registered.
23.1 Consent of Alston & Bird (included in Exhibit 5)
23.2 Consent of KPMG Peat Marwick LLP
23.3 Consent of Lovins, Clark and Company, P.C.
23.4 Consent of Ernst & Young LLP
24 Power of Attorney (see signature pages to this Registration Statement)
ITEM 9. UNDERTAKINGS
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement to
include any material information with respect to the plan of
distribution not
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<PAGE> 4
previously disclosed in the registration statement or any material
change to such information in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each 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.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of
the Registrant's annual report pursuant to Section 13(a) or Section 15(d)
of the Securities Exchange Act of 1934 (and, where applicable, each filing
of an employee benefit plan's annual report pursuant to Section 15(d) of
the Securities Exchange Act of 1934) that is incorporated by reference in
the Registration Statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial bona fide
offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the foregoing
provisions, or otherwise, the Registrant has been advised that in the
opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the Registrant in
the successful defense of any action, suit or proceeding) is asserted by
such director, officer or controlling person in connection with the
securities being registered, the Registrant will, unless in the opinion of
its counsel the matter has been settled by controlling precedent, submit
to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
[the remainder of this page intentionally left blank]
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<PAGE> 5
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 Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Atlanta, State of Georgia, on September 10,
1998.
MEDIRISK, INC.
By: /s/ Kenneth M. Goins, Jr.
----------------------------------------------------
Kenneth M. Goins, Jr.
Executive Vice President and Chief Financial Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Mark A. Kaiser, Kenneth M. Goins and
Barry W. Burt, and each of them, as true and lawful attorneys-in-fact and
agents, with full power of substitution and resubstitution for him or her and
in his name or her name, place and stead, in any and all capacities, to sign
any and all amendments (including post-effective amendments) to this
Registration Statement, and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully and to
all intents and purposes as he or she might or could do in person, hereby
ratifying and confirming all which said attorneys-in-fact and agents or any of
them, or their or his or her substitute or substitutes, may lawfully do, or
cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<S> <C> <C>
/s/ Mark A. Kaiser Chairman of the Board, Chief September 10, 1998
- -------------------------------------------- Executive Officer and President
Mark A. Kaiser (Principal Executive Officer)
/s/ Kenneth M. Goins, Jr. Executive Vice President and September 10, 1998
- -------------------------------------------- Chief Financial Officer (Principal
Kenneth M. Goins, Jr. Financial Officer)
/s/ Thomas C. Kuhn III Vice President -- Finance and September 10, 1998
- -------------------------------------------- Administration (Principal
Thomas C. Kuhn III Accounting Officer)
/s/ Keith O. Cowan Director September 10, 1998
- --------------------------------------------
Keith O. Cowan
/s/ Michael J. Finn Director September 10, 1998
- --------------------------------------------
Michael J. Finn
</TABLE>
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<PAGE> 6
<TABLE>
<S> <C> <C>
/s/ William M. McClatchey, M.D. Director September 10, 1998
- --------------------------------------------
William M. McClatchey, M.D.
/s/ Robert P. Pinkas Director September 10, 1998
- --------------------------------------------
Robert P. Pinkas
</TABLE>
II-5
<PAGE> 1
EXHIBIT 4.1.2
CERTIFICATE OF DESIGNATION, PREFERENCES AND
RIGHTS OF
SERIES A JUNIOR PARTICIPATING PREFERRED STOCK
OF
MEDIRISK, INC.
Pursuant to Section 151 of the
Delaware General Corporation Law
Medirisk, Inc., a corporation organized under the laws of the State of
Delaware (the "Corporation"), hereby certifies that, pursuant to the authority
conferred upon the Board of Directors by the Certificate of Incorporation, as
amended, of the Corporation, the Board of Directors on July [29], 1998, adopted
the following resolution creating a series of 200,000 shares of Preferred Stock
designated as Series A Junior Participating Preferred Stock:
RESOLVED, that pursuant to the authority granted to and vested in the
Board of Directors of this Corporation (the "Board") in accordance with the
provisions of its Certificate of Incorporation, as amended, a series of
Preferred Stock of the Corporation be and hereby is created, and that the
designation and amount thereof and the voting rights or powers, preferences and
relative, participating, optional and other special rights of the shares of
such series, and the qualifications, limitations or restrictions thereof are as
follows:
1. Series A Junior Participating Preferred Stock. There is hereby
established a series of Preferred Stock, par value $0.001 per share, of the
Corporation, and the designation and certain terms, powers, preferences and
other rights of the shares of such series, and certain qualifications,
limitations and restrictions thereon, are hereby fixed as follows:
(i) The distinctive serial designation of this series
shall be "Series A Junior Participating Preferred Stock" (hereinafter called
"this Series"). Each share of this Series shall be identical in all with the
other shares of this Series except as to the dates from and after which
dividends thereon shall be cumulative.
(ii) The number of shares in this Series shall initially be
200,000, which number may from time to time be increased or decreased (but not
below the number then outstanding) by the Board of Directors. Shares of this
Series purchased by the Corporation shall be canceled and shall revert to
authorized but unissued shares of Preferred Stock undesignated as to series.
Shares of this Series may be issued in fractional shares, which fractional
shares shall entitle the holder, in proportion to such holder's fractional
share, to all rights of a holder of a whole share of this Series.
(iii) The holders of full or fractional shares of this
Series shall be entitled to receive, when and as declared by the Board of
Directors, but only out of funds legally available therefor, dividends, (A) on
each date that dividends or other distributions (other than dividends or
distributions payable in Common Stock of the Corporation) are payable on or in
respect of Common Stock comprising part of the Reference Package (as defined
below), in an amount per whole share of this Series equal to the aggregate
amount of dividends or other distributions (other than dividends or
distributions payable in Common Stock of the Corporation) that would be payable
on such date to a holder of the Reference Package and (B) on the last day of
March, June, September and December in each year, in an amount per whole share
of this Series equal to the excess (if any) of $1.00 over the aggregate
dividends paid per whole share of this Series during the three-month period
ending on such last day. Each such dividend shall be paid to the holders of
record of shares of this Series on the date, not exceeding sixty days preceding
such dividend or distribution payment date, fixed for that purpose by the Board
of Directors in advance of payment of each particular dividend or distribution.
Dividends on each full and each fractional share of this Series shall be
cumulative from the date such full or fractional share is originally issued;
provided that any such full or fractional share
<PAGE> 2
originally issued after a dividend record date and on or prior to the dividend
payment date to which such record date relates shall not be entitled to receive
the dividend payable on such dividend payment date or any amount in respect of
the period from such original issuance to such dividend payment date.
The term "Reference Package" shall initially mean 100 shares of Common
Stock, par value $0.001 per share ("Common Stock"), of the Corporation. In the
event the Corporation shall at any time (A) declare or pay a dividend on any
Common Stock payable in Common Stock, (B) subdivide any Common Stock or (C)
combine any Common Stock into a smaller number of shares, then and in each such
case the Reference Package after such event shall be the Common Stock that a
holder of the Reference Package immediately prior to such event would hold
thereafter as a result thereof.
Holders of shares of this Series shall not be entitled to any
dividends, whether payable in cash, property or stock, in excess of full
cumulative dividends, as herein provided on this Series.
So long as any shares of this Series are outstanding, no dividend
(other than a dividend in Common Stock or in any other stock ranking junior to
this Series as to dividends and upon liquidation) shall be declared or paid or
set aside for payment or other distribution declared or made upon the Common
Stock or upon any other stock ranking junior to this Series as to dividends or
upon liquidation, nor shall any Common Stock nor any other stock of the
Corporation ranking junior to or on a parity with this Series as to dividends
or upon liquidation be redeemed, purchased or otherwise acquired for any
consideration (or any moneys be paid to or made available for a sinking fund
for the redemption of any shares of any such stock) by the Corporation (except
by conversion into or exchange for stock of the Corporation ranking junior to
this Series as to dividends and upon liquidation), unless, in each case, the
full cumulative dividends (including the dividend to be due upon payment of
such dividend, distribution, redemption, purchase or other acquisition) on all
outstanding shares of this Series shall have been, or shall contemporaneously
be, paid.
(iv) In the event of any merger, consolidation,
reclassification or other transaction in which the shares of Common Stock are
exchanged for or changed into other stock or securities, cash and/or any other
property, then in any such case the shares of this Series shall at the same
time be similarly exchanged or changed in an amount per whole share equal to
the aggregate amount of stock, securities, cash and/or any other property
(payable in kind), as the case may be, that a holder of the Reference Package
would be entitled to receive as a result of such transaction.
(v) In the event of any liquidation, dissolution or
winding up of the affairs of the Corporation, whether voluntary or involuntary,
the holders of full and fractional shares of this Series shall be entitled,
before any distribution or payment is made on any date to the holders of the
Common Stock or any other stock of the Corporation ranking junior to this
Series upon liquidation, to be paid in full an amount per whole share of this
Series equal to the greater of (A) $1.00 or (B) the aggregate amount
distributed or to be distributed prior to such date in connection with such
liquidation, dissolution or winding up to a holder of the Reference Package
(such greater amount being hereinafter referred to as the "Liquidation
Preference"), together with accrued dividends to such distribution or payment
date, whether or not earned or declared. If such payment shall have been made
in full to all holders of shares of this Series, the holders of shares of this
Series as such shall have no right or claim to any of the remaining assets of
the Corporation.
In the event the assets of the Corporation available for distribution
to the holders of shares of this Series upon any liquidation, dissolution or
winding up of the Corporation, whether voluntary or involuntary, shall be
insufficient to pay in full all amounts to which such holders are entitled
pursuant to the first paragraph of this Section (v), no such distribution shall
be made on account of any shares of any other class or series of Preferred
Stock ranking on a parity with the shares of this Series upon such liquidation,
dissolution or winding up unless proportionate distributive amounts shall be
paid on account of the shares of this Series, ratably in proportion to the full
distributable, amounts for which holders of all such parity shares are
respectively entitled upon such liquidation, dissolution or winding up.
- 2 -
<PAGE> 3
Upon the liquidation, dissolution or winding up of the Corporation,
the holders of shares of this Series then outstanding shall be entitled to be
paid out of assets of the Corporation available for distribution to its
stockholders all amounts to which such holders are entitled pursuant to the
first paragraph of this Section (v) before any payment shall be made to the
holders of Common Stock or any other stock of the Corporation ranking junior
upon liquidation to this Series.
For the purposes of this Section (v), the consolidation or merger of,
or binding share exchange by, the Corporation with any other corporation shall
not be deemed to constitute a liquidation, dissolution or winding up of the
corporation.
(vi) The shares of this Series shall not be redeemable.
(vii) In addition to any other vote or consent of
stockholders required by law or by the Certificate of Incorporation, as
amended, of the Corporation, each whole share of this Series shall, on any
matter, vote as a class with any other capital stock comprising part of the
Reference Package and voting on such matter and shall have the number of votes
thereon that a holder of the Reference Package would have.
IN WITNESS WHEREOF, Medirisk, Inc. has caused this Certificate of
Designation to be executed as of August 21, 1998.
MEDIRISK, INC.
By: /s/ Barry W. Burt
--------------------------------------
Barry W. Burt
Vice President and Secretary
- 3 -
<PAGE> 1
EXHIBIT 5
[LETTERHEAD OF ALSTON & BIRD LLP]
<TABLE>
<S> <C> <C>
DOUGLAS B. CHAPPELL DIRECT DIAL: 404-881-7551 E-MAIL: [email protected]
</TABLE>
September 10, 1998
Medirisk, Inc.
Two Piedmont Center, Suite 400
3565 Piedmont Road, N.E.
Atlanta, GA 30305-1502
Re: Registration of 732,480 shares of Common Stock of Medirisk, Inc.
Ladies and Gentlemen:
We have acted as counsel to Medirisk, Inc., a Delaware corporation
(the "Company"), in connection with the preparation of the Company's
Registration Statement of Form S-8 with respect to the offer and sale of Common
Stock of the Company under the Medirisk, Inc. 1998 Long-Term Incentive Plan,
the Medirisk, Inc. 1998 Employee Stock Purchase Plan and the Option Agreement
for 32,480 share of Common Stock between the Company and Mark A. Kaiser (such
Registration Statement, as amended, is hereinafter referred to as the
"Registration Statement") filed with the Securities and Exchange Commission
under the Securities Act of 1933, as amended. The Registration Statement
relates to the offer and sale by the Company of up to 732,480 shares of its
Common Stock, par value $0.001 per share ("Common Stock").
In connection therewith, we have examined and relied upon the
original, or copies certified to our satisfaction, of (i) the Certificate of
Incorporation of the Company, as amended, and the Bylaws of the Company, as
amended; (ii) the minutes and records of the corporate proceedings of the
Company with respect to the issuance by the Company of the Company Securities;
(iii) the Registration Statement and all exhibits thereto; and (iv) such other
documents and instruments as we have deemed necessary for the expression of the
opinions contained herein.
In making the foregoing examinations, we have assumed the genuineness
of all signatures and the authenticity of all documents submitted to us as
originals, and the conformity to original documents of all documents submitted
to us as certified or photostatic copies thereof. As to various questions of
fact material to this opinion, where such facts have not been independently
established, and as to the content and form of certain minutes, records,
resolutions and other documents or writings of the Company, we have relied, to
the extent we have deemed reasonably appropriate, upon representations or
certificates of officers of the Company or governmental officials. We have
assumed that the Underwriting Agreement will be executed in substantially the
same form submitted to us.
<PAGE> 2
Based upon the foregoing, and having due regard for such legal
considerations as we deem relevant, we are of the opinion, under the law of the
State of Delaware, that the Common Stock, upon receipt by the Company of the
full consideration for the Common Stock in accordance with the terms of the
stock incentives under which such Common Stock is issuable, will be validly
issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion with the Securities
and Exchange Commission as an exhibit to the Registration Statement and to the
reference to this firm under "Legal Matters" in the prospectuses forming a part
of such Registration Statement.
Very truly yours,
ALSTON & BIRD
By: /s/ Douglas B. Chappell
-----------------------------------
Douglas B. Chappell, a Partner
- 2 -
<PAGE> 1
EXHIBIT 23.2
Accountants' Consent
The Board of Directors
Medirisk, Inc.:
We consent to the use of our reports incorporated herein by reference.
/s/ KPMG Peat Marwick LLP
KPMG PEAT MARWICK LLP
Atlanta, Georgia
September 8, 1998
<PAGE> 1
EXHIBIT 23.3
[LETTERHEAD OF LOVINS, CLARK & COMPANY, P.C.]
September 8, 1998
Mr. Tom Kuhn
Medirisk, Inc.
Two Piedmont Center, Suite 400
3565 Piedmont Road
Atlanta, Georgia 30305-1501
RE: Successful Solutions, Inc.
Dear Tom:
We consent to the use of our audit report of Successful Solutions, Inc. for the
years ended December 31, 1997 and 1996.
Sincerely,
/s/ David Lovins
Lovins, Clark & Company, P.C.
Vidalia, Georgia
<PAGE> 1
EXHIBIT 23.4
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement (Form
S-8) of Medirisk, Inc. pertaining to the Medirisk, Inc. 1998 Long-Term Incentive
Plan, the Medirisk, Inc. 1998 Employee Stock Purchase Plan and the Option
Agreement for 32,480 shares of common stock between Medirisk, Inc. and Mark A.
Kaiser of our report dated April 30, 1998 (except for Note 12, as to which
the date is June 25, 1998), with respect to the financial statements of
Sweetwater Health Enterprises, Inc. included in the Medirisk, Inc.
Form 8-K/A filed with the Securities and Exchange Commission on
August 31, 1998.
/s/ ERNST & YOUNG LLP
Ernst & Young LLP
Dallas, Texas
September 9, 1998
