As filed with the Securities and Exchange Commission
on August 8, 1997
Registration No. 333-
- -------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-----------------------------------
ENVOY Corporation
-----------------------
(Exact name of registrant as specified in its charter)
Tennessee
---------------
(State or other jurisdiction of incorporation or organization)
62-1575729
--------------
(I.R.S. employer identification no.)
Two Lakeview Place
15 Century Boulevard, Suite 600
Nashville, Tennessee 38214
---------------------------------
(Address of principal executive offices)
ENVOY Corporation
Employee Stock Purchase Plan
------------------------------
(Full title of the plan)
Gregory T. Stevens
Vice President and General Counsel
Two Lakeview Place
15 Century Boulevard, Suite 600
Nashville, Tennessee 37214
----------------------------------
(Name and address of agent for service)
(615) 885-3700
----------------
(Telephone number, including area code, of agent for service)
<TABLE>
CALCULATION OF REGISTRATION FEE
<CAPTION>
Proposed
Proposed maximum
Title of securities Amount to be Maximum offering aggregate offering Amount of
to be registered registered price per share(*) price registration fee
<S> <C> <C> <C> <C>
Common Stock 1,000,000 shares $27.4375 $27,437,500 $8,314.39
</TABLE>
* Estimated solely for the purpose of determining the amount of the registration
fee. Such estimates have been calculated in accordance with Rule 457(c) and (h)
under the Securities Act of 1933, as amended, and are based on the average of
the high and low price per share of the Registrant's Common Stock as reported on
the Nasdaq National Market on August 7, 1997.
Page 1 of __ sequentially numbered pages.
Exhibit Index appears on sequential page number 8.
<PAGE>
PART II
Information Required in the Registration Statement
Item 3. Incorporation of Documents by Reference.
The following documents filed by ENVOY Corporation (the "Registrant") with
the Securities and Exchange Commission (the "Commission") pursuant to the
Securities Exchange Act of 1934 (the "Exchange Act") are hereby incorporated by
reference as of their respective dates:
(1) Annual Report on Form 10-K for the fiscal year ended
December 31, 1996;
(2) Quarterly Report on Form 10-Q for the fiscal quarter ended
March 31, 1997;
(3) Current Report on Form 8-K, filed June 23, 1997; and
(4) The description of the Registrant's Common Stock contained in the
Registration Statement on Form 10 filed by the Registrant to register the Common
Stock under the Exchange Act, including all amendments and reports filed for the
purpose of updating such description prior to the termination of the offering of
the Common Stock offered hereby.
All documents filed by the Registrant pursuant to Section 13(a), 13(c), 14,
or 15(d) of the Exchange Act after the date hereof and prior to the filing of a
post-effective amendment to this Registration Statement which 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 a part hereof from the date of filing of such documents. Any
statements contained in a document incorporated or deemed to be incorporated by
reference herein shall be deemed to be modified or replaced for purposes hereof
to the extent that a statement contained herein (or in any other subsequently
filed document which also is incorporated or deemed to be incorporated by
reference herein) modifies or replaces such statement. Any statement so modified
or replaced shall not be deemed, except as so modified or replaced, to
constitute a part hereof.
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 Tennessee Business Corporation Act ("TBCA") provides that a corporation
may indemnify any of its directors and officers against liability incurred in
connection with a proceeding if (a) such person acted in good faith; (b) in the
case of conduct in an official capacity
II-1
<PAGE>
with the corporation, he reasonably believed such conduct was in the
corporation's best interests; (c) in all other cases, he reasonably believed
that his conduct was at least not opposed to the best interests of the
corporation; and (d) in connection with any criminal proceeding, such person had
no reasonable cause to believe his conduct was unlawful. In actions brought by
or in the right of the corporation, however, the TBCA provides that no
indemnification may be made if the director or officer was adjudged to be liable
to the corporation. The TBCA also provides that in connection with any
proceeding charging improper personal benefit to an officer or director, no
indemnification may be made if such officer or director is adjudged liable on
the basis that such personal benefit was improperly received. In cases where the
director or officer is wholly successful, on the merits or otherwise, in the
defense of any proceeding instigated because of his or her status as a director
or officer of a corporation, the TBCA mandates that the corporation indemnify
the director officer against reasonable expenses incurred in the proceeding. The
TBCA provides that a court of competent jurisdiction, unless the corporation's
charter provides otherwise, upon application, may order that an officer or
director be indemnified for reasonable expenses if, in consideration of all
relevant circumstances, the court determines that such individual is fairly and
reasonably entitled to indemnification, notwithstanding the fact that (a) such
officer or director was adjudged liable to the corporation in a proceeding by or
in the right of the corporation; (b) such officer or director was adjudged
liable on the basis that personal benefit was improperly received by him; or (c)
such officer or director breached his duty of care to the corporation.
The Registrant's Bylaws require the Registrant to indemnify its directors
and officers to the fullest extent permitted by law with respect to all
liability and loss suffered and expense reasonably incurred by such person in
any action, suit or proceeding in which such person was (or is) made (or
threatened to be made) a party, or is otherwise involved by reason of the fact
that such person is or was a director or officer of the Registrant. The Bylaws
further provide that the Registrant is obligated to pay the expenses of the
directors and officers incurred in defending the foregoing proceedings if the
indemnified party agrees to repay all amounts advanced if it is ultimately
determined that such person is not entitled to indemnification.
In addition, the Registrant's Charter provides that the Registrant's
directors shall not be personally liable to the Registrant or its shareholders
for monetary damages for breach of any fiduciary duty as a director of the
Registrant except to the extent such exemption from liability or limitation
thereof is not permitted under the TBCA. Under the TBCA, this provision does not
relieve the Registrant's directors from personal liability to Registrant or its
shareholders for monetary damages for breach of fiduciary duty as a director, to
the extent such liability arises from a judgment or other final adjudication
establishing (a) any breach of the director's duty of loyalty, (b) acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law, (c) any unlawful distributions, or (d) receiving any improper
personal benefit. Nor does this provision eliminate the duty of care and, in
appropriate circumstances, equitable remedies such as injunctive or other forms
of non-monetary relief will remain available under Tennessee law. Finally, this
provision does not affect a director's responsibilities under any other law,
such as the federal securities laws or state or federal environmental laws.
The Registrant has entered into indemnification agreements with each of its
directors and executive officers. The Registrant believes that its Charter and
Bylaw provisions and indemnification agreements are necessary to attract and
retain qualified persons as directors and officers.
II-2
<PAGE>
The Registrant has in effect an executive liability insurance policy which
provides coverage for its directors and officers. Under this policy, the insurer
agrees to pay, subject to certain exclusions (including violations of securities
laws), for any claim made against a director or officer of the Registrant for a
wrongful act by such director or officer, but only if and to the extent such
director or officer becomes legally obligated to pay such claim or the
Registrant is required to indemnify the director or officer for such claim.
Item 7. Exemption From Registration Claimed
Not applicable.
Item 8. Exhibits
See Exhibit Index (page II-7).
Item 9. Undertakings.
A. The Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933, as amended (the "Securities Act");
(ii) To reflect in the prospectus any facts or events arising after the
effective date of the Registration Statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in the Registration Statement;
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the Registration Statement or any
material change to such information in the Registration Statement;
provided, however, that paragraphs (A)(1)(i) and (A)(1)(ii) do not apply if
the information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the Registrant pursuant to Section 13 or 15(d) of the Exchange Act
that are incorporated by reference in the Registration Statement.
(2) That, for the purpose of determining any liability under the Securities
Act, 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.
II-3
<PAGE>
B. The Registrant hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of the Registrant's annual
report pursuant to Section 13(a) or 15(d) of the Exchange Act that is
incorporated by reference in this 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 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 Commission such indemnification is
against public policy as expressed in the Securities 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 Securities Act and will be governed by the final
adjudication of such issue.
II-4
<PAGE>
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 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 Nashville, State of Tennessee, on the 8th day of
August, 1997.
ENVOY CORPORATION
By: /s/ Fred C. Goad, Jr.
------------------------------------------
Fred C. Goad, Jr.
Co-Chief Executive Officer
KNOW ALL MEN BY THESE PRESENTS, each person whose signature appears below
hereby constitutes and appoints Fred C. Goad, Jr. and Jim D. Kever, and each of
them, his true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for him and in his name, place, and stead, in
any and all capacities, to sign any and all amendments to this Registration
Statement, and to file the same, with the Securities and Exchange Commission,
granting unto said attorneys-in-fact and agents 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 to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or their 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>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Fred C. Goad, Jr. August 8, 1997
- -------------------------- Co-Chief Executive Officer
Fred C. Goad, Jr. and Chairman of the Board
of Directors (Co-Principal
Executive Officer)
/s/ Jim D. Kever August 8, 1997
- -------------------------- Co-Chief Executive Officer,
Jim D. Kever President and Director (Co-
Principal Executive Officer)
/s/ Kevin M. McNamara August 8, 1997
- -------------------------- Chief Financial Officer and
Kevin M. McNamara Secretary (Principal
Financial and Accounting
Officer)
II-5
<PAGE>
Signature Title Date
--------- ----- ----
/s/ William E. Ford Director August 8, 1997
- ---------------------------
William E. Ford
/s/ W. Marvin Gresham Director August 8, 1997
- ---------------------------
W. Marvin Gresham
/s/ Laurence E. Hirsch Director August 8, 1997
- ---------------------------
Laurence E. Hirsch
/s/ G. Walter Loewenbaum II Director August 8, 1997
- ---------------------------
G. Walter Lowenbaum, II
/s/ Richard A. McStay Director August 8, 1997
- ---------------------------
Richard A. McStay
/s/ Harlan F. Seymour Director August 8, 1997
- ---------------------------
Harlan F. Seymour
</TABLE>
II-6
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Sequentially
Exhibit No. Description Numbered Pages
- ---------- ----------- --------------
<S> <C> <C>
4.1 Article IV of Registrant's Charter, as
amended(1)
4.2 Shareholder Rights Plan (2)
4.3 Series B Convertible Preferred Stock Purchase
Agreement among Registrant, General Atlantic
Partners 25, L.P., GAP Coinvestment Partners,
L.P. and First Union Capital Partners, Inc. dated
November 30, 1995 (3)
4.4 Registration Rights Agreement dated March 6,
1996 by and among Registrant, General Atlantic
Partners 25, L.P., GAP Coinvestment Partners,
L.P. and First Union Capital Partners, Inc. (4)
4.5 Securities Purchase Agreement dated March 6,
1996 by and among Registrant and the
Purchasers set forth on the signature pages
thereto (4)
4.6 Registration Rights Agreement dated March 6,
1996 by and among Registrant and the
Purchasers set forth on the signature pages
thereto (4)
5 Opinion of Bass, Berry & Sims PLC
23.1 Consent of Ernst & Young LLP
23.2 Consent of Deloitte & Touche LLP
</TABLE>
______________________________________
(1) Incorporated by reference to the Registrant's Annual Report on Form
10-K for the year ended December 31, 1995.
(2) Incorporated by reference to the Registrant's Form 10, as amended No.
0-25062.
(3) Incorporated by reference to the Registrant's Current Report on Form
8-K filed December 7, 1995.
(4) Incorporated by reference to the Registrant's Current Report on Form
8-K filed March 21, 1996.
II-7
EXHIBIT 5
<PAGE>
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, 1997
ENVOY Corporation
Two Lakeview Place
15 Century Boulevard, Ste 600
Nashville, TN 37214
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
We have acted as your counsel in the preparation of a Registration
Statement on Form S-8 (the "Registration Statement") relating to the Company's
Employee Stock Purchase Plan (the "Plan") filed by you with the Securities and
Exchange Commission covering 1,000,000 shares (the "Shares") of common stock, no
par value per share, issuable pursuant to the Plan.
In so acting, 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 or photostatic copies.
Based on the foregoing, we are of the opinion that the Shares, when issued
pursuant to and in accordance with the Plan, will be validly issued, fully paid,
and nonassessable.
We hereby consent to the use of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ Bass, Berry & Sims PLC
EXHIBIT 23.1
<PAGE>
Consent of Independent Auditors
We consent to the incorporation by reference in the Registration Statement
on Form S-8 for the registration of 1,000,000 shares of Common Stock pertaining
to the ENVOY Corporation Employee Stock Purchase Plan of our report dated
February 12, 1997, except as to Note 16, as to which the date is March 11, 1997,
with respect to the consolidated financial statements and schedule of ENVOY
Corporation included in its Annual Report (Form 10-K) for the year ended
December 31, 1996, filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
ERNST & YOUNG LLP
Nashville, Tennessee
August 6, 1997
EXHIBIT 23.2
<PAGE>
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement
of ENVOY Corporation on Form S-8 of our report dated February 10, 1995 (June 6,
1995 as to Note 3), appearing in the Annual Report on Form 10-K of ENVOY
Corporation for the year ended December 31, 1996.
/s/ Deloitte & Touche
DELOITTE & TOUCHE LLP
Nashville, Tennessee
August 6, 1997
