<PAGE> 1
As filed with the United States Securities and Exchange Commission
on March 29, 1995.
Registration No. 33-58273
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------
FORM S-4
AMENDMENT NO. 1 TO REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
IDEON GROUP, INC.
-----------------
(Exact name of Registrant as specified in its Charter)
Delaware 7389 59 3293212
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(State or other jurisdiction of (Primary Standard (I.R.S. Employer
incorporation or organization) Industrial Identification No.)
Classification Code)
7596 Centurion Parkway
Jacksonville, Florida 32256
(904) 928-1800
------------------------
(Address of Principal Executive Offices)
Lisa Ormand
Vice President & Corporate Secretary
7596 Centurion Parkway
Jacksonville, Florida 32256
(904) 928-1800
--------------
(Name, address, telephone number of agent for service)
Approximate date of commencement of proposed sale to the public: as
soon as practicable after the merger of SafeCard Services, Incorporated and
Ideon Merger Company as described in the Proxy Statement/Prospectus included as
part of this Registration Statement.
If any of the securities being registered on this form are to be
offered in connection with the formation of a holding company and there is
compliance with General Instruction G, please check the following box. [ ]
Total number of pages: 20
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 20. Indemnification of Directors and Officers.
Section 145 of the Delaware General Corporation Law generally provides
Ideon broad powers to indemnify its directors, officers, employees and agents.
Section 145(a) provides that a corporation may indemnify any person
who was or is a party or is threatened to be made a party to any threatened,
pending or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative (other than an action by or in the right of a
corporation) by reason of the fact that such person is or was a director,
officer, employee or agent of the corporation against expenses (including
attorneys fees), judgments, fines and amounts paid in settlement actually and
reasonably incurred in connection with such action, suit or proceeding if such
person acted in good faith and in a manner that he or she reasonably believed
to be in or not opposed to the best interests of the corporation, and, with
respect to any criminal action or proceeding, if he or she had no reasonable
cause to believe his or her conduct was unlawful.
Section 145(b) provides that a corporation may indemnify any person
who was or is a party or is threatened to be made a party to any threatened,
pending or completed action or suit by or in the right of the corporation to
procure a judgment in its favor by reason of the fact that he or she is or was
a director, officer, employee or agent of the corporation against expenses
(including attorneys fees) actually and reasonably incurred by him or her in
connection with the defense or settlement of such action or suit if such person
acted in good faith and in a manner that he or she reasonably believed to be in
or not opposed to the best interests of the corporation and except that no
indemnification shall be made in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable to the corporation
unless and only to the extent that the Court of Chancery or the court in which
such action or suit was brought shall determine upon application that, despite
the adjudication of liability but in view of all the circumstances of the case,
such person is fairly and reasonably entitled to indemnity for such expenses
which the court deems proper.
Section 145(c) provides that, to the extent that a director, officer,
employee or agent of the corporation has been successful on the merits or
otherwise in defense of any action, suit or proceeding referred to in
subsections (a) and (b) of Section 145, or in defense of any claim, issue or
matter therein, he or she shall be indemnified against expenses (including
attorneys fees) actually and reasonably incurred by him or her in connection
therewith.
Section 145(d) provides that any indemnification under subsections
145(a) and (b) (unless ordered by a court) shall be made by the corporation
only as authorized in the specific case upon a determination that
indemnification is proper in the circumstances because the indemnitee has met
the applicable standard of conduct set forth in subsections (a) and (b) of
Section 145. Such determination shall be made (i) by a majority vote of
directors who were not parties to such action, suit or proceeding, even though
less than a quorum, or (ii) if there are no such directors or if such directors
so direct, by independent legal counsel in a written opinion, or (iii) by the
stockholders.
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Section 145(e) provides that expenses (including attorneys fees)
incurred by a director or officer in defending any civil, criminal,
administrative or investigative action, suit or proceeding may be paid by the
corporation in advance of the final disposition of such action, suit or
proceeding upon receipt of an undertaking by or on behalf of such director or
officer to repay such amount if it shall ultimately be determined that he or
she is not entitled to be indemnified by the corporation as authorized in
Section 145.
Section 145(f) provides that the indemnification and advancement of
expenses provided by, or granted pursuant to, the other subsections of Section
145 shall not be deemed exclusive of any other rights to which any director or
officer seeking indemnification or advancement of expenses may be entitled
under any bylaw, agreement, vote of stockholders or disinterested directors or
otherwise, both as to action in his or her official capacity and as to action
in another capacity while holding office.
Section 145(j) provides that the indemnification and advancement of
expenses provided by, or granted pursuant to, Section 145 shall, unless
otherwise provided when authorized or ratified, continue as to a person who has
ceased to be a director or officer and shall inure to the benefit of the heirs,
executors and administrators of such person.
Article NINTH of the Ideon Certificate provides that Ideon shall, to
the full extent permitted by law, indemnify all persons whom it may indemnify
pursuant thereto.
Article TENTH of the Ideon Certificate, consistent with Section
102(b)(7) of the Delaware General Corporation Law, provides that a director of
Ideon shall not be personally liable to Ideon or its stockholders for monetary
damages for breach of fiduciary duty as a director, except for liability (i)
for any breach of the directors' duty of loyalty to Ideon or its stockholders,
(ii) for acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law, (iii) for any improper payment of
dividends or any unlawful stock purchase or redemption as provided under
Section 174 of the Delaware General Corporation Law, or (iv) for any
transaction from which the director derived an improper personal benefit.
Article TENTH further provides no amendment or repeal of such article or
adoption of any provision of the Certificate of Incorporation inconsistent with
Article TENTH shall prejudice the exculpatory effect of Article TENTH with
respect to any act or omission occurring prior to the effective date of such
amendment, repeal or inconsistent provision.
Section 10 of Article V of the Ideon By-laws provides that each
person who is or was a director or officer of Ideon and each person who serves
or may have served at the request of Ideon as a director or officer of another
corporation, partnership, joint venture, trust or other enterprise (and the
heirs, executors, administrators and estates of any such persons), shall be
indemnified by Ideon in accordance with and to the fullest extent authorized
by, the provisions of the Delaware General Corporation Law as it may from time
to time be amended. Each person who is or was an employee or agent of Ideon,
and each person who serves or may have served as an employee or agent of
another corporation, partnership, joint venture trust or other enterprise, may
be similarly indemnified at the discretion of the Board of Directors.
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In addition to indemnification provided by statutes, the Ideon
Certificate and By-laws, Ideon will assume written indemnity agreements with its
directors and with certain of its officers. In general, the written indemnity
agreements provide broad protection to the indemnitee, including, among other
things, (i) mandatory advancement of litigation expenses (including attorneys
fees), subject to an undertaking by the indemnitee to repay such advances if it
is later determined that he or she is not entitled to indemnification; (ii)
contribution toward the amount incurred by the indemnitee under certain
circumstances where complete indemnification may otherwise be unavailable;
(iii) continuation of the maximum directors and officers liability insurance
available to Ideon; and (iv) payment of expenses incurred by the indemnitee in
actions brought by the indemnitee under certain circumstances. The indemnity
agreements provide additional benefits in the event of a change in control of
Ideon. The indemnity agreements also provide that no action may be brought by
or on behalf of Ideon against the indemnitee after the expiration of two years
from the date of the accrual of such action.
ITEM 21. Exhibits.
2 Plan of Reorganization and Agreement of Merger dated
January 23, 1995 between the Company, Ideon Group, Inc., and
Ideon Merger Company, incorporated by reference to Appendix A
of Ideon's Registration Statement on Form S-4 (No. 33-58273)
filed as of March 28, 1995.
3(a) SafeCard Services, Incorporated's Certificate of
Incorporation, incorporated by reference to Exhibit 3(a) of
the Company's Annual Report on Form 10-K for its fiscal year
ended October 31, 1992.
3(b) SafeCard Services Insurance Company's Certificate of
Incorporation, incorporated by reference to Exhibit 3(e) of
the Company's Annual Report on Form 10-K for its fiscal year
ended October 31, 1987.
3(c) SafeCard Services Insurance Company's By-Laws, incorporated
by reference to Exhibit 3(f) of the Company's Annual Report
on Form 10-K for its fiscal year ended October 31, 1987.
3(d) SafeCard Services, Incorporated's By-Laws as amended through
December 31, 1994, incorporated by reference to Exhibit 3(e)
to the Company's Annual Report on Form 10-K for its fiscal
year ended October 31, 1994.
3(e) Ideon Group, Inc.'s Certificate of Incorporation, incorporated
by reference to Appendix B of Ideon's Registration Statement
on Form S-4 (No. 33-58273) filed as of March 28, 1995.
3(f) Ideon Group, Inc.'s By-Laws, incorporated by reference to
Appendix B of Iedon's Registration Statement on Form S-4 (No.
33-58273) filed as of March 28, 1995.
3(g) Certificate of Incorporation of Ideon Merger Company,
incorporated by reference to Exhibit 3(g) of Ideon's
Registration Statement on Form S-4 (No. 33-58273) filed as of
March 28, 1995.
3(h) By-laws of Ideon Merger Company, incorporated by reference to
Exhibit 3(h) of Ideon's Registration Statement on Form S-4
(No.33-58273) filed as of March 28, 1995.
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5 Opinion of Mahoney Adams & Criser, P.A., counsel for the
Company, concerning the legality of the securities being
registered, incorporated by reference to Exhibit 5 of Ideon's
Registration Statement on Form S-4 (No. 33-58273) filed as of
March 28, 1995.
8 Opinion of Mahoney Adams & Criser, P.A. to certain federal
income tax consequences, incorporated by reference to Exhibit
8 of Ideon's Registration Statement on Form S-4 (No. 33-58273)
filed as of March 28, 1995.
MANAGEMENT CONTRACTS AND COMPENSATORY PLANS
10(a) Form of Non-Qualified Stock Option Agreement dated August 30,
1989 between the Company and an outside director, incorporated
by reference to Exhibit 10(a) of the Company's Quarterly
Report on Form 10-Q for its fiscal quarter ended July 31, 1989.
10(b) Form of Non-Qualified Stock Option Agreement dated October 16,
1991 between the Company and an outside director, incorporated
by reference to Exhibit 10(n) of the Company's Annual Report on
Form 10-K for its fiscal year ended October 31, 1991.
10(c) Form of Non-Qualified 1991 Employee Stock Option Plan dated
October 16, 1991 between the Company and twenty key employees,
incorporated by reference to Exhibit 10(o) of the Company's
Annual Report on Form 10-K for its fiscal year ended
October 31, 1991.
10(d) Board of Directors Resolution dated December 6, 1991
establishing a non-employee director retirement plan,
incorporated by reference to Exhibit 10(s) of the Company's
Annual Report on Form 10-K for its fiscal year ended
October 31, 1991.
10(e) Indemnification Agreements for certain of the Company's
directors dated October 2, 1992, incorporated by reference to
Exhibit 10(x) to the Company's Annual Report on Form 10-K for
its fiscal year ended October 31, 1992.
10(f) Indemnification Agreements for two of the Company's directors
dated February 11, 1993 and September 1, 1993, incorporated by
reference to Exhibit 10(ai) of the Company's Annual Report on
Form 10-K for its fiscal year ended October 31, 1993.
10(g) Forms of Non-Qualified Stock Option Agreements dated
February 11, 1993 and September 1, 1993 between the Company
and two outside directors, incorporated by reference to
Exhibit 10(aj) of the Company's Annual Report on Form 10-K
for its fiscal year ended October 31, 1993.
10(h) 1994 Long Term Stock-Based Incentive Plan, incorporated by
reference to the Company's 1993 definitive proxy statement.
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10(i) Second Amendment to the 1994 Long Term Stock-Based Incentive
Plan, incorporated by reference to Exhibit 10(i) of the
Company's Annual Report on Form 10-K for year ended
October 31, 1994.
10(j) Employment Agreement, effective as of December 1, 1993,
between the Company and Paul G. Kahn, incorporated by
reference to Exhibit 1 of the Company's Current Report on
Form 8-K filed on December 6, 1993.
10(k) Employment Agreement, effective as of February 1, 1994,
between the Company and Francis J. Marino, incorporated by
reference to the Company's Quarterly Report on Form 10-Q for
the fiscal quarter ended January 31, 1994.
10(l) Amendment to Exhibit 3 of the Employment Agreement, effective
as of February 1, 1994, between the Company and Francis J.
Marino, incorporated by reference to Exhibit 10(l) of the
Company's Annual Report of Form 10-K for year ended
October 31, 1994.
10(m) Employment Agreement as of May 2, 1994, between the Company
and G. Thomas Frankland, incorporated by reference to Exhibit
10(a) of the Company's Quarterly Report for its fiscal
quarter ended April 30, 1994.
10(n) Amendment to Exhibit 3 of the Employment Agreement, effective
as of May 2, 1994, between the Company and G. Thomas
Frankland, incorporated by reference to Exhibit 10(n) of the
Company's Annual Report on Form 10-K for the year ended
October 31, 1994.
10(o) Indemnification Agreement as of April 7, 1994, between the
Company and one outside director, incorporated by reference
to Exhibit 10(b) of the Company's Quarterly Report for its
fiscal quarter ended April 30, 1994.
10(p) Non-Qualified Stock Option Agreement as of April 7, 1994,
between the Company and one outside director, incorporated by
reference to Exhibit 10(c) of the Company's Quarterly Report
for its fiscal quarter ended April 30, 1994.
10(q) Employment Agreement, effective as of September 14, 1994,
between the Company and John R. Birk, incorporated by
reference to Exhibit 10(q) of the Company's Annual Report of
Form 10-K for the year ended October 31, 1994.
10(r) Amendment, effective as of January 1, 1995, to Employment
Agreement, between the Company and John R. Birk, incorporated
by reference to Exhibit 10(r) to the Company's Annual Report
on Form 10-K for the year ended October 31, 1994.
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10(s) Executive Deferred Compensation Plan, incorporated by
reference to Exhibit 10(s) to the Company's Annual Report on
Form 10-K for the year ended October 31, 1994.
10(t) Form of Executive Agreement between the Company and certain
senior officers, incorporated by reference to Exhibit 10(t)
to the Company's Annual Report on Form 10-K for the year ended
October 31, 1994.
10(u) Form of Non-Qualified Stock Option Agreement under the 1994
Long Term Stock-Based Incentive Plan between the Company and
certain officers of the Company, incorporated by reference to
Exhibit 10(u) to the Company's Annual Report on Form 10-K
for the year ended October 31, 1994.
10(v) Board of Director's resolution dated January 24, 1995 reducing
benefit under the non-employee director retirement plan,
incorporated by reference to Exhbiit 10(v) of Ideon's
Registration Statement on Form S-4 (No. 33-58273) filed as of
March 28, 1995.
10(w) Form of Indemnification Agreement between the Company and
certain outside directors, incorporated by reference to
Exhibit 10(w) of Ideon's Registration Statement on Form S-4
(No. 33-58273) filed as of March 28, 1995.
OTHER MATERIAL CONTRACTS
10(x) Termination Agreement dated as of May 26, 1994 between the
Company and Steven J. Halmos and Recission Agreement made and
entered into as of June 9, 1994 between the Company and
Steven J. Halmos, incorporated by reference to Exhibit 10(e)
from the Company's Quarterly Report on Form 10-Q for the
fiscal quarter ended July 31, 1994.
10(y) Agreement with Citicorp (South Dakota), N.A., effective
January 1, 1989, incorporated by reference to the Company's
Form 8 Amendment No. 3, dated November 10, 1989, to its
Quarterly Report on Form 10-Q for its fiscal quarter ended
April 30, 1989.
10(z) Second Amendment to Agreement with Citicorp (South Dakota),
N.A. dated March 31, 1992, incorporated by reference to
Exhibit 10(b) to the Company's Quarterly Report on Form 10-Q
for its fiscal quarter ended April 30, 1992.
10(aa) Third Amendment to the Agreement with Citibank (South Dakota),
N.A., dated August 30, 1993, incorporated by reference to
Exhibit 10(ah) of the Company's Annual Report on Form 10-K
for its fiscal year ended October 31, 1993.
10(ab) Agreement with Peter Halmos, dated November 1, 1988, regarding
a marketing license for credit information services,
incorporated by reference to Exhibit 10(e) of the Company's
Annual Report on Form 10-K, for its fiscal year ended
October 31, 1988.
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10(ac) First Amendment to Agreement, dated January 25, 1991,
regarding marketing license for credit information services,
incorporated by reference to Exhibit 10(m) of the Company's
Annual Report on Form 10-K for its fiscal year ended
October 31, 1990.
10(ad) Letter Agreement dated January 27, 1992, between CreditLine
Corporation and the Company, incorporated by reference to
Exhibit 10(q) of the Company's Annual Report on Form 10-K for
its fiscal year ended October 31, 1991.
10(ae) Confirmation Agreement between Peter Halmos, High Plains
Capital Corporation, CreditLine Corporation and the Company
dated January 27, 1992, incorporated by reference to Exhibit
10(r) of the Company's Annual Report on Form 10-K for its
fiscal year ended October 31, 1991.
10(af) Public Relations Consulting Agreement dated October 25, 1994
between the Dilenschneider Group, Inc. and the Company,
incorporated by reference to Exhibit 10(ad) to the Company's
Annual Report on Form 10-K for the year ended October 31, 1994.
10(ag) Special Projects Public Relations Consulting Agreement dated
December 14, 1994 between the Company and the Dilenschneider
Group, Inc., incorporated by reference to Exhibit 10(ae) to the
Company's Annual Report on Form 10-K for the year ended
October 31, 1994.
15 Letter regarding unaudited financial information.
21 Subsidiaries of the Registrant, incorporated by reference to
Exhibit 21 of Ideon's Registration Statement on Form S-4 (No.
33-58273) filed as of March 28, 1995.
23(a) Consents of Price Waterhouse LLP, Independent Accountants
23(b) Consent of Mahoney Adams & Criser, P.A., counsel for the
Company, incorporated by reference to Exhibits 5 and 8 of
Ideon's Registration Statement on Form S-4 (No. 33-58273)
filed as of March 28, 1995.
23(c) Consents of Directors, incorporated by reference to Exhibit
23(c) Ideon's Registration Statement on Form S-4 (No.
33-58273) filed as of March 28, 1995.
99 Form of Proxy to be used at the Annual Meeting of Stockholders
of SafeCard Services, Incorporated, incorporated by reference
to Exhibit 99 of Ideon's Registration Statement on Form S-4
(No. 33-58273) filed as of March 28, 1995.
ITEM 22. Undertakings.
(1) The undersigned registrant hereby undertakes:
(a) to file during any period in which offers or sales of the
securities registered hereunder are being made, a post-
effective amendment to this Registration Statement;
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(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 this 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
this Registration Statement or any material change to
such information in this Registration Statement;
provided however, that paragraphs (a)(i) and (a)(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 Section 15(d) of the
Securities Exchange Act of 1934, as amended, that are incorporated by reference
in this Registration Statement.
(b) 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.
(c) 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.
(2) The undersigned 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
Section 15(d) of the Securities Exchange Act of 1934 (and, where
applicable, each filing of the registrant's 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.
(3) 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 provisions described under
Item 20 above, 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
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.
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(4) The undersigned registrant hereby undertakes that prior to any
public reoffering of the securities registered hereunder through use
of a prospectus which is a part of this registration statement, by any
person or party who is deemed to be an underwriter within the meaning
of Rule 145(c), the issuer undertakes that such reoffering prospectus
will contain the information called for by the applicable registration
form with respect to reofferings by persons who may be deemed
underwriters, in addition to the information called for by the other
items of the applicable form.
(5) The undersigned registrant hereby undertakes that every
prospectus (i) that is filed pursuant to paragraph (4) immediately
preceding, or (ii) that purports to meet the requirements of Section
10(a)(3) of the Securities Act and is used in connection with an
offering of securities subject to Rule 415, will be filed as a part of
an amendment to the registration statement and will not be used until
such amendment is effective and that for purposes 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 offering therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering
thereof.
(6) The undersigned registrant hereby undertakes to respond to
requests for information that is incorporated by reference into the
prospectus pursuant to Item 4, 10(b), 11 or 13 of this form, within
one business day of receipt of such request, and to send the
incorporated documents by first class mail or other equally prompt
means. This includes information contained in documents filed
subsequent to the effective date of the registration statement through
the date of responding to the request.
(7) The undersigned registrant hereby undertakes to supply by
means of a post-effective amendment all information concerning a
transaction, and the company being acquired involved therein, that was
not the subject of and included in the registration statement when it
became effective.
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SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant has
duly caused this amendment to the registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in Jacksonville,
Florida, on the 29th day of March, 1995.
IDEON GROUP, INC.
By: /s/ Paul G. Kahn
---------------------------------------
Paul G. Kahn, Chairman and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
amendment to the 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/ PAUL G. KAHN Director, Chairman and March 29, 1995
------------------------------ Chief Executive Officer
Paul G. Kahn
/S/ G. THOMAS FRANKLAND Director, Vice Chairman March 29, 1995
------------------------------ and Chief Financial Officer
G. Thomas Frankland (Principal Accounting Officer)
/S/ FRANCIS J. MARINO Director March 29, 1995
------------------------------
Francis J. Marino
/S/ JOHN R. BIRK Director March 29, 1995
------------------------------
John R. Birk
/S/ MARC F. JOSEPH Director March 29, 1995
------------------------------
Marc F. Joseph
</TABLE>
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<TABLE>
<CAPTION>
EXHIBIT INDEX PAGINATION BY SEQUENTIAL NUMBERING SYSTEM
<S> <C> <C>
2 Plan of Reorganization and Agreement of Merger dated Incorporated by reference to Appendix A of Ideon's
January 23, 1995 between the Company, Ideon Group, Inc., Registration Statement on Form S-4 (No. 33-58273)
and Ideon Merger Company (included in the Proxy filed as of March 28, 1995.
Statement).
3(a) SafeCard Services, Incorporated's Certificate of Incorporated by reference to Exhibit 3(a) of the
Incorporation. Company's Annual Report on Form 10-K for its
fiscal year ended October 31, 1992.
3(b) SafeCard Services Insurance Company's Certificate of Incorporated by reference to Exhibit 3(e) of the
Incorporation. Company's Annual Report on Form 10-K for its
fiscal year ended October 31, 1987.
3(c) SafeCard Services Insurance Company's By-laws. Incorporated by reference to Exhibit 3(f) of the
Company's Annual Report on Form 10-K for its
fiscal year ended October 31, 1987.
3(d) SafeCard Services, Incorporated's By-laws. Incorporated by reference to Exhibit 3(e) of the
Company's Annual Report on Form 10-K for the
year ended October 31, 1994.
3(e) Certificate of Incorporation of Ideon Group, Inc. Incorporated by reference to Appendix B of Ideon's
Registration Statement on Form S-4 (No. 33-58273)
filed as of March 28, 1995.
3(f) By-laws of Ideon Group, Inc. Incorporated by reference to Appendix B of Ideon's
Registration Statement on Form S-4 (No. 33-58273)
filed as of March 28, 1995.
3(g) Certificate of Incorporation of Ideon Merger Company Incorporated by reference to Exhibit 3(g) of Ideon's
dated January 20,1995. Registration Statement on Form S-4 (No. 33-58273)
filed as of March 28, 1995.
3(h) By-laws of Ideon Merger Company. Incorporated by reference to Exhibit 3(h) of Ideon's
Registration Statement on Form S-4 (No. 33-58273)
filed as of March 28, 1995.
5 Opinion of Mahoney Adams & Criser, P.A., counsel for the Incorporated by reference to Exhibit 5 of Ideon's
Company, concerning the legality of the securities being Registration Statement on Form S-4 (No. 33-58273)
registered. filed as of March 28, 1995.
8 Opinion of Mahoney Adams & Criser, P.A. as to certain Incorporated by reference to Exhibit 8 of Ideon's
federal income tax consequences. Registration Statement on Form S-4 (No. 33-58273)
filed as of March 28, 1995.
MANAGEMENT CONTRACTS AND COMPENSATORY PLANS
10(a) Form of Non-Qualified Stock Option Agreement dated Incorporated by reference to Exhibit 10(a) of the
August 30, 1989 between the Company and an outside Company's Quarterly Report on Form 10-Q for its
director. fiscal quarter ended July 31, 1989.
</TABLE>
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<TABLE>
<S> <C> <C>
10(b) Form of Non-Qualified Stock Option Agreement dated Incorporated by reference to Exhibit 10(n) of the
October 16, 1991 between the Company and an outside Company's Annual Report on Form 10-K for its fiscal
director. year ended October 31, 1991.
10(c) Form of Non-Qualified 1991 Employee Stock Option Plan Incorporated by reference to Exhibit 10(o) of the
dated October 16, 1991 between the Company and twenty Company's Annual Report on Form 10-K for its fiscal
key employees. year ended October 3, 1991.
10(d) Board of Directors Resolution dated December 6, 1991 Incorporated by reference to Exhibit 10(s) of the
establishing a non-employee director retirement plan. Company's Annual Report on Form 10-K for its fiscal
year ended October 31, 1991.
10(e) Indemnification Agreements for certain of the Incorporated by reference to Exhibit 10(x) to the
Company's directors dated October 2, 1992. Company's Annual Report on Form 10-K for its fiscal
year ended October 31, 1992.
10(f) Indemnification Agreements for two of the Company's Incorporated by reference to Exhibit 10(ai) of the
Directors dated February 11, 1993 and September 1, Company's Annual Report on Form 10-K for its fiscal
1993. year ended October 31, 1993.
10(g) Forms of Non-Qualified Stock Option Agreements dated Incorporated by reference to Exhibit 10(aj) of the
February 11, 1993 and September 1, 1993 between the Company's Annual Report on Form 10-K for its fiscal
Company and two outside directors. year ended October 31, 1993.
10(h) 1994 Long Term Stock-Based Incentive Plan. Incorporated by reference to the Company's 1993
definitive proxy statement.
10(i) Second Amendment to the 1994 Long Term Stock-Based Incorporated by reference to Exhibit 10(i) of the
Incentive Plan. Company's Annual Report on Form 10-K for its fiscal
year ended October 31, 1994.
10(j) Employment Agreement, effective as of December 1, Incorporated by reference to Exhibit 1 of the
1993, between the Company and Paul G. Kahn. Company's Current Report on Form 8-K filed on
December 6, 1993.
10(k) Employment Agreement, effective as of February 1, Incorporated by reference to the Company's Quarterly
1994, between the Company and Francis J. Marino. Report on Form 10-Q for the fiscal quarter ended
January 31, 1994.
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10(l) Amendment to Exhibit 3 of the Employment Agreement, Incorporated by reference to Exhibit 10(l) of the
effective as of February 1, 1994, between the Company Company's Annual Report on Form 10-K for its fiscal
and Francis J. Marino. year ended October 31, 1994.
10(m) Employment Agreement as of May 2, 1994, between the Incorporated by reference to Exhibit 10(a) of the
Company and G. Thomas Frankland. Company's Quarterly Report for its fiscal quarter
ended April 30, 1994.
10(n) Amendment to Exhibit 3 of the Employment Agreement, Incorporated by reference to Exhibit 10(n) of the
effective as of May 2, 1994, between the Company and Company's Annual Report of Form 10-K for its fiscal
G. Thomas Frankland. year ended October 31, 1994.
10(o) Indemnification Agreement as of April 7, 1994, between Incorporated by reference to Exhibit 10(b) of the
the Company and one outside director. Company's Quarterly Report for its fiscal quarter
ended April 30, 1994.
10(p) Non-Qualified Stock Option Agreement as of April 7, Incorporated by reference to Exhibit 10(c) of the
1994, between the Company and one outside director. Company's Quarterly Report for its fiscal quarter
ended April 30, 1994.
10(q) Employment Agreement, effective as of September 14, Incorporated by reference to Exhibit 10(q) of the
1995, between the Company and John R. Birk. Company's Annual Report on Form 10-K for its fiscal
year ended October 31, 1994.
10(r) Amendment, effective as of January 1, 1995, to Incorporated by reference to Exhibit 10(r) of the
Employment Agreement, between the Company and John R. Company's Annual Report on Form 10-K for its fiscal
Birk. year ended October 31, 1994.
10(s) Executive Deferred Compensation Plan. Incorporated by reference to Exhibit 10(s) of the
Company's Annual Report on Form 10-K for its fiscal
year ended October 31, 1994.
10(t) Form of Executive Agreement between the Company and Incorporated by reference to Exhibit 10(t) of the
certain senior officers. Company's Annual Report on Form 10-K for its fiscal
year ended October 31, 1994.
10(u) Form of Non-Qualified Stock Option Agreement under the Incorporated by reference to Exhibit 10(u) of the
1994 Long Term Stock-Based Incentive Plan between the Company's Annual Report on Form 10-K for its fiscal
Company and certain officers of the Company. year ended October 31, 1994.
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10(v) Board of Directors Resolution dated January 24, 1995 Incorporated by reference to Exhibit 10(v) of Ideon's
reducing benefit under the nonemployees directors Registration Statement on Form S-4 (No. 33-58273) filed
retirement plan. as of March 28, 1995.
10(w) Form of Indemnification Agreement between the Incorporated by reference to Exhibit 10(w) of Ideon's
Company and certain outside directors. Registration Statement on Form S-4 (No. 33-58273) filed
as of March 28, 1995.
OTHER MATERIAL CONTRACTS
10(x) Termination Agreement dated as of May 26, 1994 between Incorporated by reference to Exhibit 10(e) from the
the Company and Steven J. Halmos and Recission Company's Quarterly Report on Form 10-Q for the
Agreement made and entered into as of June 9, 1994 fiscal quarter ended July 31, 1994.
between the Company and Steven J. Halmos.
10(y) Agreement with Citicorp (South Dakota), N.A., effective Incorporated by reference to the Company's Form 8
January 1, 1989. Amendment No. 3, dated November 10, 1989, to its
Quarterly Report on Form 10-Q for its fiscal quarter
ended April 30, 1989.
10(z) Second Amendment to Agreement with Citicorp (South Incorporated by reference to Exhibit 10(b) to the
Dakota), N.A. dated March 31, 1992. Company's Quarterly Report on Form 10-Q for its
fiscal quarter ended April 30, 1992.
10(aa) Third Amendment to the Agreement with Citibank (South Incorporated by reference to Exhibit 10(ah) of the
Dakota), N.A., dated August 30, 1993. Company's Annual Report on Form 10-K for its fiscal
year ended October 31, 1993.
10(ab) Agreement with Peter Halmos, dated November 1, 1988, Incorporated by reference to Exhibit 10(e) of the
regarding a marketing license for credit information Company's Annual Report on Form 10-K, for its fiscal
services. year ended October 31, 1988.
10(ac) First Amendment to Agreement, dated January 25, 1991, Incorporated by reference to Exhibit 10(m) of the
regarding marketing license for credit information Company's Annual Report on Form 10-K for its fiscal
services. year ended October 31, 1990.
10(ad) Letter Agreement dated January 27, 1992, between Incorporated by reference to Exhibit 10(q) of the
CreditLine Corporation and the Company. Company's Annual Report on Form 10-K for its fiscal
year ended October 31, 1991.
10(ae) Confirmation Agreement between Peter Halmos, High Incorporated by reference to Exhibit 10(r) of the
Plains Capital Corporation, CreditLine Corporation and Company's Annual Report on Form 10-K for its fiscal
the Company dated January 27, 1992. year ended October 31, 1991.
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10(af) Public Relations Consulting Agreement dated October 25, Incorporated by reference to Exhibit 10(ad) of the
1994 between the Dilenschneider Group, Inc. and the Company's Annual Report on Form 10-K for its fiscal
Company. year ended October 31, 1994.
10(ag) Special Projects Public Relations Consulting Agreement Incorporated by reference to Exhibit 10(ae) of the
dated December 14, 1994 between the Company and the Company's Annual Report on Form 10-K for its fiscal
Dilenschneider Group, Inc. year ended October 31, 1994.
15 Letter regarding unaudited financial information.
21 Subsidiaries of the Registrant. Incorporated by reference to Exhibit 21 of Ideon's
Registration Statement on Form S-4 (No. 33-58273) filed
as of March 28, 1995.
23(a) Consent of Price Waterhouse LLP, Independent Accountants.
23(b) Consent of Mahoney Adams & Criser, P.A., counsel for Incorporated by reference to Exhibits 5 and 8 of Ideon's
the Company. Registration Statement on Form S-4 (No. 33-58273) filed
as of March 28, 1995.
23(c) Consents of Directors Incorporated by reference to Exhibit 23(c) of Ideon's
Registration Statement on Form S-4 (No. 33-58273) filed
as of March 28, 1995.
99 Form of Proxy to be used for the Annual Meeting of Incorporated by reference to Exhibit 99 of Ideon's
Stockholders of SafeCard Services, Incorporated. Registration Statement on Form S-4 (No. 33-58273) filed
as of March 28, 1995.
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EXHIBIT 15
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
We are aware that SafeCard Services, Incorporated has included our report dated
February 6, 1995 except for Note 1, as to which the date is March 24, 1995
(issued pursuant to the provisions of Statement on Auditing Standards No. 71)
in the Prospectus constituting part of the Registration Statement on Forms S-4
to be filed on or about March 27, 1995. We are also aware of our
responsibilities under the Securities Act of 1933.
Your very truly,
PRICE WATERHOUSE LLP
Denver, Colorado
March 27, 1995
<PAGE> 1
EXHIBIT 23(a)
CONSENT OF INDEPENDENT ACCOUNTANTS
----------------------------------
We hereby consent to the incorporation by reference in the Prospectus
constituting part of this Registration Statement on Forms S-4 of our report
dated December 5, 1994 except for Note 1, as to which the date is March 24,
1995 appearing on page 25 of the Annual Report on Form 10-K/A of SafeCard
Services, Incorporated for the year ended October 31, 1994. We also consent to
the references to us under the heading "Selected Financial Data" in such
Prospectus. However, it should be noted that Price Waterhouse has not prepared
or certified such "Selected Financial Data."
PRICE WATERHOUSE LLP
Denver, Colorado
March 27, 1995
<PAGE> 2
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the use in this Registration Statement on Form S-4 of
Ideon Group, Inc. of our report dated March 27, 1995, relating to the financial
statements of Ideon Group, Inc., which appears in this Registration Statement
on Form S-4.
Price Waterhouse LLP
Denver, Colorado
March 27, 1995
