As filed with the Securities and Exchange Commission on May 11, 1995.
Registration No. 33-
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
IDEON GROUP, INC.
(Exact name of registrant as specified in its charter)
Delaware 59-3293212
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
7596 Centurion Parkway
Jacksonville, Florida 32256
(Address of Principal Executive Offices)
IDEON GROUP, INC. 1994 LONG TERM STOCK-BASED INCENTIVE PLAN
(Full title of Plan)
Lisa Ormand
Vice President and Corporate Secretary
7596 Centurion Parkway
Jacksonville, Florida 32256
(904) 218-1800
(Name, address, and telephone number of agent for service)
Total number of pages: 24
<PAGE>
CALCULATION OF REGISTRATION FEE
Proposed
Amount Maximum Amount of
Title of Shares to be Aggregate Price Registration
to be Registered Registered Per Unit Fee
---------------- ---------- --------------- ------------
Common Stock 1,340,000 $16.44 $7,596
(1) Estimated solely for the purpose of determining the registration fee.
The common stock of Ideon Group, Inc. ("Registrant" or the "Company"), par value
$.01 per share (the "Common Stock"), is listed on the New York Stock Exchange
("NYSE"). $16.44 represents the represents the average of high and low prices of
the Registrant's Common Stock as quoted on NYSE on May 9, 1995.
(2) This amount is calculated based on the incremental number of shares being
registered hereunder for issuance pursuant to the exercise of options and other
rights under the Ideon Group, Inc. 1994 Long Term Stock-Based Incentive Plan (as
amended, the "1994 Plan"). 2,400,000 shares of the Common Stock issuable under
the 1994 Plan were previously registered pursuant to Registration Statement No.
33-55581 on Forms S-3 and S-8 filed on September 22, 1994. On May 11, 1995, the
Company filed a post-effective amendment to Registration Statement No. 33-55581
pursuant to Rule 414 promulgated under the Securities Act of 1933, as amended
(the "Securities Act") to reflect the succession of SafeCard Services,
Incorporated, a Delaware corporation ("SafeCard"), into Registrant, which had
been a wholly-owned subsidiary of SafeCard. Such succession occurred on April
28, 1995 upon consummation of the reorganization (the "Reorganization") of
SafeCard and Ideon Merger Company, a wholly-owned subsidiary of Registrant. The
Reorganization was approved by the stockholders of SafeCard at the Annual
Meeting of Stockholders held on April 27, 1995 for which proxies were solicited
pursuant to Section 14(a) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"). Also on April 27, 1995, the stockholders authorized an
amendment to the 1994 Plan to increase the number of shares of the Common Stock
issuable pursuant to such plan by 1,340,000 shares. Such shares being registered
pursuant hereto may be granted as restricted stock or issuable upon the exercise
of options or stock appreciation rights under the 1994 Plan. This Registration
Statement also includes such indeterminate number of additional shares of the
Common Stock of the Company as may be issuable as a result of stock splits,
stock dividends or similar transactions, as described in the 1994 Plan.
<PAGE>
This Registration Statement contains a prospectus pursuant to Form S-3
(in accordance with Section C of the General Instructions to Form S-8) which
covers reoffers and resales, by affiliates, or persons who may be deemed to be
affiliates, of Registrant, of shares of the Common Stock of Registrant. The
second part contains Information Required in the Registration Statement pursuant
to Part II of Form S-8. In addition, the Form S-8 registers shares of the Common
Stock of Registrant issued as restricted stock or upon exercise of options or
stock appreciation rights granted pursuant to the 1994 Plan. Pursuant to the
Note to Part I of Form S-8, the Plan Information specified by Part I is not
being filed with the Securities and Exchange Commission (the "Commission").
<PAGE>
PROSPECTUS
IDEON GROUP, INC.
301,000 Shares of Common Stock
(Par Value $.01 Per Share)
This Prospectus may be used by a certain person (the "Covered
Stockholder") who may be deemed to be an affiliate of Ideon Group, Inc. (the
"Company" or "Registrant") to sell shares of the Common Stock, which may be
acquired by such person pursuant to the lapse of restrictions on restricted
stock or the exercise of all or any portion of certain stock options granted to
such person by Registrant. All proceeds from any sales of such shares of the
Common Stock will inure to the benefit of the Covered Stockholder. Registrant
will receive none of the proceeds from the sale of shares which may be offered
hereby but may receive funds upon the exercise of the options pursuant to which
the Covered Stockholder will acquire certain of the shares covered by this
Prospectus, which funds, if any, will be used for working capital. All expenses
of registration incurred in connection herewith are being borne by Registrant,
but all selling and other expenses incurred by the individual Covered
Stockholder will be borne by such Covered Stockholder.
The Covered Stockholder has not advised Registrant of any specific
plans for the distribution of the shares of the Common Stock covered by this
Prospectus, but, if and when shares are sold, it is anticipated that the shares
will be sold from time to time primarily in transactions (which may include
block transactions) on the New York Stock Exchange at the market price then
prevailing, although sales may also be made in negotiated transactions or
otherwise. The shares of the Common Stock to which this Prospectus relates may
be authorized for listing on the New York Stock Exchange. See "The Plan of
Distribution." The Common Stock of Registrant is listed and traded on the New
York Stock Exchange under the symbol IQ.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS
THE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
No person is authorized to give any information or to make any
representation not contained in this Prospectus and, if given or made, such
information or representation should not be relied upon as having been
authorized. This Prospectus does not constitute an offer to sell, or a
solicitation of an offer to purchase, any of the securities offered by this
Prospectus in any jurisdiction to or from any person to whom or from whom it is
unlawful to make such offer. Neither the delivery of this Prospectus nor any
distribution of securities made hereunder shall, under any circumstances, create
any implication that there has been no change in the affairs of the Company
since the date hereof or that information in this Prospectus or in the documents
incorporated herein by reference is correct as of any time subsequent to the
date hereof or the dates thereof.
The date of this Prospectus is May 11, 1995
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the information requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act") and files
reports, proxy statements and other information with the Securities and Exchange
Commission (the "Commission"). These reports, proxy statements and other
information can be inspected and copied at the Commission's public reference
room located at 450 Fifth Street, N.W., Room 1024, Washington, D.C. 20549, and
at the public reference facilities in the Commission's regional offices located
at: Northwestern Atrium Center, 500 West Madison Street, Suite 1400, Chicago,
Illinois 60661, and 75 Park Place, 14th Floor, New York, New York 10007. Copies
of such materials can be obtained at prescribed rates by writing to the
Securities and Exchange Commission, Public Reference Section, 450 Fifth Street,
N.W., Washington, D.C. 20549. In addition, reports, proxy statements and other
information concerning the Company may be inspected at the offices of the New
York Stock Exchange, Inc., 20 Broad Street, New York, New York 10005.
INCORPORATION OF DOCUMENTS BY REFERENCE
The Company hereby incorporates by reference into this Registration
Statement the following documents filed with the Commission: (i) Registrant's
Prospectus included in Registration Statement No. 33-58273 on Form S-4 filed
with the Commission as of March 28, 1995; (ii) the Annual Report of SafeCard
Services, Incorporated ("SafeCard") on Form 10-K for the fiscal year ended
October 31, 1994; (iii) SafeCard's Current Report on Form 8-K dated December 8,
1994; (iv) SafeCard's Transition Report on Form 10-Q for the two months ended
December 31, 1994; (v) SafeCard's Amendment No. 1 to its Annual Report on Form
10-K for the fiscal year ended October 31, 1994; (vi) SafeCard's Amendment No. 2
to its Annual Report on Form 10-K for the fiscal year ended October 31, 1994;
(vii) SafeCard's Amendment No. 3 to its Annual Report on Form 10-K for the
fiscal year ended October 31, 1994; (viii) SafeCard's Amendment No. 1 to its
Transition Report on Form 10-Q for the two months ended December 31, 1994; (ix)
SafeCard's Proxy Statement dated March 30, 1995; and (x) the description of the
Common Stock contained in the Registrant's Registration Statement on Form 8-B
filed with the Commission pursuant to Section 12 of the Exchange Act and any
amendment or report filed for the purpose of updating such description.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS
THE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
THE FOREGOING DOCUMENTS, EXCLUDING EXHIBITS UNLESS SPECIFICALLY
INCORPORATED HEREIN, ARE AVAILABLE WITHOUT CHARGE UPON REQUEST TO THE VICE
PRESIDENT OF INVESTOR RELATIONS, IDEON GROUP, INC., 7596 CENTURION PARKWAY,
JACKSONVILLE, FLORIDA 32256, (904)218-1800.
All documents subsequently filed by the Company with the Commission
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to
the filing of a post-effective amendment which indicates that all securities
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 respective dates of the filing of such documents.
Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any other subsequently filed document which also is
incorporated or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.
With respect to the unaudited consolidated financial information of
SafeCard for the transition period ended December 31, 1994 incorporated by
reference in this Registration Statement, Price Waterhouse LLP reported that
they have applied limited procedures in accordance with professional standards
for a review of such information. However, their separate reports dated February
6, 1995, except for Note 1 as to which the date is March 24, 1995, incorporated
by reference herein, state that they did not audit and they do not express an
opinion on that unaudited consolidated financial information. Price Waterhouse
LLP has not carried out any significant or additional audit tests beyond those
which would have been necessary if their reports had not been included.
Accordingly, the degree of reliance on their reports on such information should
be restricted in light of the limited nature of the review procedures applied.
Price Waterhouse LLP is not subject to the liability provisions of Section 11 of
the Securities Act of 1933, as amended (the "Securities Act") for their reports
on the unaudited consolidated financial information because those reports are
not a "report" or a "part" of the registration statement prepared or certified
by Price Waterhouse LLP within the meaning of sections 7 and 11 of the
Securities Act.
THE COMPANY
The Company is an information-based services enterprise. The Company
through its wholly-owned subsidiary, SafeCard, historically has been in the
business of selling subscriptions by mail and telephone for continuity services
provided pursuant to subscriptions which typically continue annually or
periodically unless canceled by the subscriber. The Company has embarked on a
diversification program designed to transform itself from a single-unit credit
card enhancement provider into a marketing and services organization operating
through multiple strategic business units. In September 1994, the Company
acquired the Wright Express Corporation, a provider of information processing,
management and financial services to petroleum companies and commercial
transportation fleets in the United States. In February 1995, the Company
acquired National Leisure Group, Inc., a leading retailer of vacation travel
packages and services marketed directly to consumers in partnership with
established credit card companies, brand-name retailers and wholesale clubs. The
Company has also developed a credit card marketing and services business
commencing with a co-branded credit card to be funded by SunTrust BankCard, N.A.
marketed as part of the PGA TOUR Partners program under a Marketing and Services
Agreement with the PGA TOUR. In April 1995, it announced the launch of a new
child registration and search service through its subsidiary, Family Protection
Network, Inc.
<PAGE>
The Company's principal executive office is located at 7596
Centurion Parkway, Jacksonville, Florida 32256 and its telephone number is
(904) 218-1800.
COVERED STOCKHOLDERS
The names of the Covered Stockholder and the position, offices or other
material relationships which he has had with the Company and its predecessors or
affiliates over the past three years is as follows:
Current Position Former Position
Covered Stockholder with the Company with the Company
------------------- ----------------- ----------------
John R. Birk President and President and Chief
Chief Operating Executive Officer of
Officer Wright Express
Corporation
The 301,000 shares of Common Stock covered by this Prospectus are
shares which are subject to certain restrictions and to options granted by the
Company to the Covered Stockholders since September 1994.
The following table sets forth: (i) the name of the Covered Stockholder
who may sell the Common Stock pursuant to this Prospectus, (ii) the number of
shares of the Common Stock beneficially owned by such Covered Stockholder as of
April 30, 1995, (iii) the number of shares of the Common Stock which may be
offered and are being registered for the account of such Covered Stockholder
by this Prospectus (all of which will be acquired by the Covered Stockholder
pursuant to the lapse of restrictions on shares of restricted stock or
pursuant to the exercise of options) and (iv) the amount and (if one percent
or more) the percentage of the class to be owned by such Covered Stockholder if
such Covered Stockholder were to sell all of the shares of the Common Stock
covered by this Prospectus.
Percent of
Total
Outstanding
Shares
Owned if
Number of Number Shares All Shares
Shares Owned of Owned if All Registered
as of Shares to Registered Were Sold
April 30, be Offered Hereunder (if 1% or
Name 1995 for Resale Were Sold(1) More) (2)
- ---- ---- ---------- ------------- ---------
John R. Birk 5,850 301,000(3) 4,850 ----
(1) Assuming that all shares individually owned and covered by this Prospectus
are sold and that no additional shares are purchased or sold by the Covered
Stockholder.
(2) Based upon 28,942,265 shares of the Common Stock outstanding as of April 30,
1995 plus the number of shares subject to option such individual has the right
to purchase and assuming that all shares of the Common Stock individually owned
and covered by this Prospectus are sold and that no additional shares are
purchased or sold by such Covered Stockholder.
(3) Includes shares of restricted stock and shares subject to options.
PLAN OF DISTRIBUTION
Any shares of the Common Stock sold pursuant to this Prospectus will be
sold by the Covered Stockholder for his own account, and he will receive all
proceeds from any such sales. The Company will receive none of the proceeds from
the sale of shares which may be offered hereby but may receive funds upon the
exercise of the options pursuant to which the Covered Stockholder will acquire
the shares covered by this Prospectus, which funds, if any, will be used for
working capital. The Covered Stockholder has not advised the Company of any
specific plans for the distribution of the shares of the Common Stock covered by
this Prospectus, but, if and when shares are sold, it is anticipated that the
shares will be sold from time to time primarily in transactions (which may
include block transactions) on the New York Stock Exchange at the market price
then prevailing, although sales may also be made in negotiated transactions or
otherwise. If shares of the Common Stock are sold through brokers, the Covered
Stockholder may pay customary brokerage commissions and charges. The Covered
Stockholder may effect such transactions by selling shares to or through
broker-dealers, and such broker-dealers may receive compensation in the form of
discounts, concessions or commissions from the Covered Stockholder and/or the
purchasers of shares for whom such broker-dealers may act as agent or to whom
they may sell as principal, or both (which compensation as to a particular
broker-dealer might be in excess of customary commissions). The Covered
Stockholder and any broker-dealers that act in connection with the sale of the
shares hereunder might be deemed to be "underwriters" within the meaning of
Section 2(11) of the Securities Act, and any commissions received by them and
any profit on the resale of shares as principal might be deemed to be
underwriting discounts and commissions under such Act. Shares of Common Stock
covered by this Prospectus also may be sold pursuant to Rule 144 under the
Securities Act rather than pursuant to this Prospectus. The Covered Stockholder
has been advised that they are subject to the applicable provisions of the
Exchange Act, including without limitation Rules 10b-5, 10b-6 and 10b-7
thereunder.
The shares of the Common Stock to which this Prospectus relates may be
authorized for listing on the New York Stock Exchange.
INDEMNIFICATION
Section 145 of the Delaware General Corporation Law provides that a
corporation shall have the power, and in some cases is required, to indemnify an
officer, director, employee or agent, who was or is a party or is threatened to
be made a party to any threatened, pending or completed action, suit or
proceeding, by reason of the fact that he or she is or was or has agreed to
become a director, officer, employee or agent of the Company or is or was
serving or has agreed to serve at the request of the Company as a director,
officer, employee or agent of another corporation, partnership, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise, or by reason of any action alleged to have been taken or
omitted in such capacity, against expenses, judgments, fines and amounts paid in
settlements. Mr. Birk has an indemnification agreement with the Company pursuant
to Registrant's Certificate and By-Laws, which require indemnification of
Registrant's directors and officers to the extent such indemnification is
permitted under the Delaware General Corporation Law.
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers or persons controlling the Company
pursuant to the foregoing provisions, Registrant has been informed that in the
opinion of the Commission such indemnification is against public policy as
expressed in the Securities Act and is therefore unenforceable.
LEGAL MATTERS
The validity of the shares of the Common Stock offered hereby have been
passed upon for the Company by Mahoney Adams & Criser, P.A.
EXPERTS
The consolidated financial statements incorporated in this prospectus
and the Registration Statement by reference to the Annual Report on Form 10-K
for the fiscal year ended October 31, 1994 have been so incorporated in reliance
on the report of Price Waterhouse LLP, independent accountants, given the
authority of said firm as experts in auditing and accounting.
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The Company hereby incorporates by reference into this Registration
Statement the following documents filed with the Commission: (i) Registrant's
Prospectus included in Registration Statement No. 33-58273 on Form S-4 filed
with the Commission as of March 28, 1995; (ii) the Annual Report of SafeCard
Services, Incorporated ("SafeCard") on Form 10-K for the fiscal year ended
October 31, 1994; (iii) SafeCard's Current Report on Form 8-K dated December 8,
1994; (iv) SafeCard's Transition Report on Form 10-Q for the two months ended
December 31, 1994; (v) SafeCard's Amendment No. 1 to its Annual Report on Form
10-K for the fiscal year ended October 31, 1994; (vi) SafeCard's Amendment No. 2
to its Annual Report on Form 10-K for the fiscal year ended October 31, 1994;
(vii) SafeCard's Amendment No. 3 to its Annual Report on Form 10-K for the
fiscal year ended October 31, 1994; (viii) SafeCard's Amendment No. 1 to its
Transition Report on Form 10-Q for the two months ended December 31, 1994; (ix)
SafeCard's Proxy Statement dated March 30, 1995; and (x) the description of the
Common Stock contained in the Registrant's Registration Statement on Form 8-B
filed with the Commission pursuant to Section 12 of the Exchange Act and any
amendment or report filed for the purpose of updating such description.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS
THE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
All documents subsequently filed by the Company with the Commission
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to
the filing of a post-effective amendment which indicates that all securities
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 respective dates of the filing of such documents.
Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any other subsequently filed document which also is
incorporated or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.
With respect to the unaudited consolidated financial information of
SafeCard for the transition period ended December 31, 1994 incorporated by
reference in this Registration Statement, Price Waterhouse LLP reported that
they have applied limited procedures in accordance with professional standards
for a review of such information. However, their separate reports dated February
6, 1995, except for Note 1 as to which the date is March 24, 1995, incorporated
by reference herein, state that they did not audit and they do not express an
opinion on that unaudited consolidated financial information. Price Waterhouse
LLP has not carried out any significant or additional audit tests beyond those
which would have been necessary if their reports had not been included.
Accordingly, the degree of reliance on their reports on such information should
be restricted in light of the limited nature of the review procedures applied.
Price Waterhouse LLP is not subject to the liability provisions of Section 11 of
the Securities Act of 1933, as amended (the "Securities Act") for their reports
on the unaudited consolidated financial information because those reports are
not a "report" or a "part" of the registration statement prepared or certified
by Price Waterhouse LLP within the meaning of sections 7 and 11 of the
Securities Act.
ITEM 4. DESCRIPTION OF SECURITIES
Not Applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not Applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145 of the Delaware General Corporation Law generally provides
Registrant 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.
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 Registrant's Amended and Restated Certificate of
Incorporation, as amended ("Registrant's Certificate") provides that Ideon
shall, to the full extent permitted by applicable law, indemnify all persons
whom it may indemnify pursuant thereto.
Article TENTH of Registrant's Certificate, consistent with Section
102(b)(7) of the Delaware General Corporation Law, provides that a director of
Registrant shall not be personally liable to Registrant or its stockholders for
monetary damages for breach of fiduciary duty as a director, except for
liability (i) for any breach of the director's duty of loyalty to Registrant 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.
<PAGE>
Section 10 of Article V of Registrant's By-laws provides that each
person who is or was a director or officer of Registrant or any of its
subsidiaries and each person who serves or may have served at the request of
Registrant 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 Registrant 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 Registrant 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.
In addition to indemnification provided by statutes, Registrant's
Certificate and By-laws, Registrant 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 Registrant; 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 Registrant. The indemnity agreements also provide that
no action may be brought by or on behalf of Registrant against the indemnitee
after the expiration of two years from the date of the accrual of such action.
Registrant maintains insurance covering liability of directors and
officers arising out of their performance in such capacities, subject to certain
exclusions and to policy limits.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
This Registration Statement includes the following exhibits:
<PAGE>
Exhibit Number
- ------- ------
4(a) Registrant's Amended and Restated Certificate of Incorporation,
incorporated by reference to Appendix B of SafeCard's 1995 definitive
proxy statement which was included in Ideon's Registration Statement
(No. 33-58273) on Form S-4 filed as of March 28, 1995.
4(b) Certificate of Amendment to Registrant's Amended and Restated
Certificate of Incorporation, incorporated by reference to Exhibit
3(b) of Registrant's Registration Statement on Form 8-B filed as of
May 5, 1995.
4(c) Registrant's By-Laws, incorporated by reference to Appendix B of
SafeCard's 1995 definitive proxy statement which was included in
Ideon's Registration Statement (No. 33-58273) on Form S-4 filed as of
March 28, 1995.
5 Opinion of Mahoney Adams & Criser, P.A.
15 Letter Regarding unaudited financial information.
23(a) Consents of Price Waterhouse LLP, Independent Accountants.
23(b) Consent of Mahoney Adams & Criser, P.A, included in Exhibit 5.
ITEM 9. UNDERTAKINGS
(1) 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:
(i) To include any prospectus required by Section 10(a)(3)
of 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 by the Company pursuant
to Section 13 or Section 15(d) of the Exchange Act, 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) Registrant hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of Registrant's annual report
pursuant to section 13(a) or section 15(d) of the Exchange Act, (and, where
applicable, each filing of an employee benefit plan's annual report pursuant to
Section 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 herein, 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 Registrant pursuant to the foregoing provisions, or otherwise, 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 Registrant of expenses incurred or paid
by a director, officer or controlling person of 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,
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.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act, Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Forms S-8 and S-3 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Jacksonville, State of Florida, on the 11th day
of May 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, this Registration
Statement has been signed by the following persons in the capacities and on the
date indicated.
Signature Title Date
- --------- ----- ----
/s/ William T. Bacon, Jr. Director May 11, 1995
- ----------------------------
William T. Bacon, Jr.
/s/ Marshall L. Burman Director May 11, 1995
- ----------------------------
Marshall L. Burman
/s/ John Ellis Bush Director May 11, 1995
- ----------------------------
John Ellis Bush
/s/ Robert L. Dilenschneider Director May 11, 1995
- ----------------------------
Robert L. Dilenschneider
/s/ Adam W. Herbert, Jr. Director May 11, 1995
- ----------------------------
Adam W. Herbert, Jr.
<PAGE>
/s/ Paul G. Kahn Director, Chairman and May 11, 1995
- ---------------------------- Chief Executive Officer
Paul G. Kahn
/s/ Eugene Miller Director May 11, 1995
- ----------------------------
Eugene Miller
/s/ Thomas F. Petway, III Director May 11, 1995
- ----------------------------
Thomas F. Petway, III
/s/ G. Thomas Frankland Chief Financial Officer May 11, 1995
- ---------------------------- (also principal accounting officer)
G. Thomas Frankland
<PAGE>
INDEX TO EXHIBITS
PAGINATION BY
EXHIBIT EXHIBIT SEQUENTIAL
NUMBER DESCRIPTION NUMBERING SYSTEM
4(a) Ideon's Amended and Restated Incorporated by
Certificate of Incorporation. reference to Appendix B
of SafeCard's 1995
definitive proxy
statement which was
included in Ideon's
Registration Statement on
Form S-4 (No. 33-
58273) filed as of
March 28, 1995.
4(b) Certificate of Amendment to Ideon's Incorporated by
Amended and Restated Certificate of reference to Exhibit 3(b)
Incorporation. to Registrant's Form 8-B
as filed on May 5, 1995.
4(c) Registrant's By-Laws. Incorporated by reference
to Appendix B of
SafeCard's 1995
definitive proxy
statement which was
included in Ideon's
Registration Statement on
Form S-4 (No. 33-58273)
filed as of March 28,
1995.
5 Opinion of Mahoney Adams & Criser, 19-21
P.A.
15 Letter regarding unaudited financial 22
information.
23(a) Consents of Price Waterhouse LLP, 23-24
Independent Accountants.
23(b) Consent of Mahoney Adams & Criser, Included in Exhibit 5.
P.A.
EXHIBIT 5
May 10, 1995
Ideon Group, Inc.
7596 Centurion Parkway
Jacksonville, Florida 32256
Re: Registration Statements on Form S-8 as specified on Exhibit A hereto
Ladies and Gentlemen:
We refer to the Registration Statements and amendments thereto on Form S-8
(collectively and, to the extent applicable, as amended, the "Registration
Statements") under the Securities Act of 1933, as amended (the "Securities
Act"), filed by Ideon Group, Inc., a Delaware corporation (the "Company"), as
successor to SafeCard Services, Inc., with the Securities and Exchange
Commission (the "Commission") on or about May 11, 1995 and as more particularly
described on Exhibit A attached hereto. The Registration Statements cover an
aggregate of approximately 4,521,332 shares (the "Shares") of common stock, par
value $.01 per share ("Common Stock") of the Company, together with such
indeterminate number of additional shares of Common Stock as may be issuable as
a result of stock splits, stock dividends or similar transactions, authorized
for issuance pursuant to the exercise of rights under the benefit plans
described in the Registration Statements (collectively, the "Plans").
We have examined the originals, or photostatic or certified copies, of such
records of the Company, certificates of officers of the Company and of public
officials, and such other documents as we have deemed relevant and necessary as
the basis for the opinion set forth below. In such examination we have assumed
the genuineness of all signatures, the authenticity of all documents submitted
to us as originals, the conformity to original documents of all documents
submitted to us as photostatic or certified copies and the authenticity of the
originals of such copies.
Based upon the foregoing, we are of the opinion that the Shares, when sold
and delivered by the Company as contemplated by and in accordance with the
Plans, will be legally issued, fully paid and non-assessable.
We hereby consent to the use of our name in the Registration Statements as
counsel who will pass upon the legality of the Shares for the Company and as
having prepared this opinion, and to the use of this opinion as an exhibit to
the Registration Statements. We further consent to the use of our name as
counsel for the Company.
In giving this consent, we do not thereby admit that we come within the
category of persons whose consent is required under Section 7 of the Securities
Act, or the rules or regulations of the Commission promulgated thereunder.
Very truly yours,
/s/Mahoney Adams & Criser, P.A.
---------------------------------
Mahoney Adams & Criser, P.A.
<PAGE>
EXHIBIT A
Post-Effective Amendment No. 1 to Registration Statement No. 33-57071
relating to the Ideon Group, Inc. 401(k) and Profit Sharing Plan
Post-Effective Amendment No. 1 to Registration Statement No. 33-55585
relating to the Ideon Group, Inc. Employees Stock Option Plan
Post-Effective Amendment No. 1 to Registration Statement No. 33-39023
relating to the Ideon Group, Inc. 1989 Stock Option Plan
Post-Effective Amendment No. 1 to Registration Statement No. 33-55581
relating to the Ideon Group, Inc. 1994 Long-Term Stock Based Incentive Plan
Post-Effective Amendment No. 2 to Registration Statement No. 33-51439
relating to the Ideon Group, Inc. 1992 Stock Option Plan and two individual
directors' stock option agreements
Post-Effective Amendment No. 2 to Registration Statement No. 33-48317
relating to the Ideon Group, Inc. 1991 Stock Option Plan and one individual
director's stock option agreement
Registration Statement filed with the Securities and Exchange Commission on
May 11, 1995 relating to the Ideon Group, Inc. 1994 Long-Term Stock Based
Incentive Plan
Registration Statement filed with the Securities and Exchange Commission on
May 11, 1995 relating to the Ideon Group, Inc. Directors Stock Plan
EXHIBIT 15
Securities and Exchange Commission
450 Fifth Street, N. W.
Washington, D. C. 20549
We are aware that Ideon Group, Inc., has included our report relating to the
consolidated financial statements of SafeCard Services, Incorporated, 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 this Registration Statement on Form S-8 to
be filed on or about May 11, 1995. We are also aware of our responsibilities
under the Securities Act of 1933.
PRICE WATERHOUSE LLP
Denver, Colorado
May 11, 1995
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 Form S-8 of our report dated
December 5, 1994, except for Note 1, as to which the date is March 24, 1995,
relating to the consolidated financial statements of SafeCard Services,
Incorporated, appearing on page 25 of the Annual Report on Form 10-KA for the
year ended October 31, 1994. We also consent to the reference to us under the
heading "Experts" in such Prospectus.
PRICE WATERHOUSE LLP
Denver Colorado
May 11, 1995
<PAGE>
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Prospectus
constituting part of this Registration Statement on Form S-8 of our report dated
March 27, 1995, relating to the financial statements of Ideon Group, Inc., which
appears in the Registration Statement on Form S-4 (No. 33-58273).
PRICE WATERHOUSE LLP
Miami, Florida
May 11, 1995
