<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 8, 1996
REGISTRATION NO. 333-
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------
ENVOY CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
<TABLE>
<S> <C>
TENNESSEE 62-1575729
(STATE OR OTHER JURISDICTION (I.R.S. EMPLOYER
OF INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)
</TABLE>
15 CENTURY BOULEVARD, SUITE 600
NASHVILLE, TENNESSEE 37214
(615) 885-3700
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
------------------------
JIM D. KEVER
15 CENTURY BOULEVARD, SUITE 600
NASHVILLE, TENNESSEE 37214
(615) 885-3700
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENT FOR SERVICE)
------------------------
COPIES TO:
<TABLE>
<S> <C>
BOB F. THOMPSON ROBERT W. SMITH, JR.
BASS, BERRY & SIMS PLC PIPER & MARBURY L.L.P.
FIRST AMERICAN CENTER 36 SOUTH CHARLES STREET
NASHVILLE, TENNESSEE 37238 BALTIMORE, MARYLAND 21201
(615) 742-6200 (410) 539-2530
</TABLE>
------------------------
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. / /
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. / / ____________________
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. /X/ 333-04433
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /
------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------
PROPOSED PROPOSED
AMOUNT MAXIMUM MAXIMUM
TITLE OF EACH CLASS OF TO BE OFFERING PRICE AGGREGATE AMOUNT OF
SECURITIES TO BE REGISTERED REGISTERED(1) PER SHARE(2) OFFERING PRICE(2) REGISTRATION FEE
- -----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, no par value per share......... 425,500 $27.125 $11,541,688 $3,980
- -----------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------
</TABLE>
(1) Includes up to 55,500 shares of Common Stock which the Underwriters have the
option to purchase to cover over-allotments, if any.
(2) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457(c) based upon the average of the high and low
reported prices of the Registrant's Common Stock on The Nasdaq Stock
Market's National Market on August 7, 1996.
------------------------
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 SECTION 8(A), MAY
DETERMINE.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE> 2
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The information in the Registration Statement on Form S-3 filed by
ENVOY Corporation (the "Company") with the Securities and Exchange Commission
(File No. 333-04433) pursuant to the Securities Act of 1933, as amended, is
incorporated by reference into this Registration Statement.
II-1
<PAGE> 3
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on this Form S-3 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in Nashville, Tennessee on August 7, 1996.
ENVOY CORPORATION
By: /s/ FRED C. GOAD, JR.
------------------------------------
Fred C. Goad, Jr.
Chairman, Co-Chief Executive
Officer and Director
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>
<C> <S> <C>
/s/ FRED C. GOAD, JR. Chairman of the Board, Co-Chief August 7, 1996
- ---------------------------------------- Executive Officer and Director
Fred C. Goad, Jr.
* Co-Chief Executive Officer, August 7, 1996
- ---------------------------------------- President and Director
Jim D. Kever
* Chief Financial Officer and August 7, 1996
- ---------------------------------------- Secretary (Principal Financial and
Kevin M. McNamara Accounting Officer)
* Director August 7, 1996
- ----------------------------------------
William E. Ford
* Director August 7, 1996
- ----------------------------------------
W. Marvin Gresham
* Director August 7, 1996
- ----------------------------------------
Laurence E. Hirsch
* Director August 7, 1996
- ----------------------------------------
G. Walter Loewenbaum II
* Director August 7, 1996
- ----------------------------------------
Richard A. McStay
*By: /s/ FRED C. GOAD, JR. August 7, 1996
--------------------------------
Fred C. Goad, Jr.
Attorney-in-Fact
</TABLE>
II-2
<PAGE> 4
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ------ ------------------------------------------------------------------------------------
<C> <S>
1 Form of Underwriting Agreement (incorporated by reference to Exhibit 1 to the
Registration Statement on Form S-3 (Registration No. 333-04433)).
4.1 Amended and Restated Charter of Registrant, as amended (incorporated by reference to the
Registrant's Annual Report on Form 10-K for the year ended December 31, 1995 filed
April 1, 1996)
4.3 Amended and Restated Bylaws of Registrant (incorporated by reference to the
Registrant's Form 10, as amended, No. 0-25062)
4.4 Specimen Common Stock certificate (incorporated by reference to the Registrant's
Form 10, as amended, No. 0-25062)
5 Opinion of Stokes & Bass, Berry & Sims PLC.
23.1 Consent of Ernst & Young LLP.
23.2 Consent of Deloitte & Touche LLP.
23.3 Consent of Deloitte & Touche LLP.
23.4 Consent of Hardman Guess Frost & Cummings, P.C.
23.5 Consent of Counsel (included in opinion filed as Exhibit 5).
24 Power of Attorney (incorporated by reference to Exhibit 24 to the Registration
Statement on Form S-3 (Registration No. 333-04433)).
</TABLE>
<PAGE> 1
Exhibit 5
B A S S, B E R R Y & S I M S P L C
A PROFESSIONAL LIMITED LIABILITY COMPANY
ATTORNEYS AT LAW
2700 FIRST AMERICAN CENTER 1700 RIVERVIEW TOWER
NASHVILLE, TENNESSEE 37238-2700 POST OFFICE BOX 1509
TELEPHONE (615) 742-6200 KNOXVILLE, TENNESSEE 37901-1509
TELECOPIER (615) 742-6293 TELEPHONE (423) 521-6200
TELECOPIER (423) 521-6234
August 8, 1996
ENVOY Corporation
15 Century Boulevard, Suite 600
Nashville, Tennessee 37214
Re: Registration Statement on Form S-3
Ladies and Gentlemen:
We have acted as counsel to ENVOY Corporation (the "Company") in
connection with the preparation of the above-referenced Registration Statement
on Form S-3 filed by the Company with the Securities and Exchange Commission on
August 8, 1996, pursuant to Rule 462(b) promulgated under the Securities Act of
1933, as amended ("Registration Statement"), covering the 425,500 shares of
common stock, no par value per share (the "Common Stock"), of the Company to be
sold by the Company and by certain selling shareholders of the Company (the
"Selling Shareholders") to the underwriters represented by Alex Brown & Son
Incorporated, Hambrecht & Quist, LLC, J.C. Bradford & Co., L.L.C., and
Southcoast Capital Corporation (the "Underwriters") for public distribution
pursuant to the Underwriting Agreement between the Company, the Selling
Shareholders, and the Underwriters (the "Underwriting Agreement") filed as an
exhibit to the Registration Statement.
In connection with this opinion, we have examined and relied upon such
records, documents and other instruments as in our judgment are necessary or
appropriate in order to express the opinions hereinafter set forth and have
assumed the genuineness of all signatures, the authenticity of all documents
submitted to us as originals, and the conformity to original documents of all
documents submitted to us as certified photostatic copies.
Based upon the foregoing and such other matters as we have deemed
relevant, we are of the opinion that the shares of Common Stock to be sold by
the Company when issued and delivered in the manner and on the terms of the
Underwriting Agreement will be validly issued, fully paid, and nonassessable.
We hereby consent to the reference to our law firm in the Registration
Statement under the caption "Legal Matters" and to the use of this opinion as an
exhibit to the Registration Statement.
Very truly yours,
/s/ Bass, Berry & Sims, PLC
<PAGE> 1
Exhibit 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the references to our firm under the captions "Certain
Financial Data" and "Experts" incorporated by reference in the Registration
Statement (Form S-3) and related Prospectus of ENVOY Corporation for the
registration of 3,000,000 shares of its common stock and to the inclusion and
incorporation by reference therein of our reports dated February 12, 1996
(except as to Note 14, as to which the date is March 6, 1996), with respect to
the financial statements and schedule of ENVOY Corporation included in its
Annual Report (Form 10-K) for the year ended December 31, 1995, filed with the
Securities and Exchange Commission.
/s/ Ernst & Young LLP
-----------------
Ernst & Young LLP
Nashville, Tennessee
August 5, 1996
<PAGE> 1
Exhibit 23.2
INDEPENDENT AUDITORS' CONSENT
We consent to the use in this Registration Statement of ENVOY Corporation of
our report dated February 10, 1995 (June 6, 1995 as to Note 3), which is
incorporated by reference in such Registration Statement.
/s/ DELOITTE & TOUCHE LLP
---------------------
DELOITTE & TOUCHE LLP
Nashville, Tennessee
August 7, 1996
<PAGE> 1
Exhibit 23.3
INDEPENDENT AUDITORS' CONSENT
We consent to the use in this Registration Statement of ENVOY Corporation of
our report dated April 19, 1996, which is incorporated by reference in
such Registration Statement.
/s/ DELOITTE & TOUCHE LLP
---------------------
DELOITTE & TOUCHE LLP
New York, New York
August 7, 1996
<PAGE> 1
Exhibit 23.4
CONSENT OF INDEPENDENT AUDITORS
ENVOY Corporation
Nashville, Tennessee
With respect to our report dated February 28, 1996, relating to the financial
statements of Teleclaims, Inc., as of and for the years ended December 31, 1995
and 1994, we hereby consent to the inclusion and use of our report in the
Registration Statement on Form S-3 of ENVOY Corporation, incorporated by
reference in the prospectus.
/s/ Hardman Guess Frost & Cummings, P.C.
------------------------------------
Hardman Guess Frost & Cummings, P.C.
Birmingham, Alabama
August 7, 1996
