Post-effective Amendment No. 1 to Registration Statement No. 33-57071
Post-effective Amendment No. 1 to Registration Statement No. 33-55585
Post-effective Amendment No. 1 to Registration Statement No. 33-39023
As filed with the Securities and Exchange Commission on May 11, 1995.
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST EFFECTIVE AMENDMENT NO. 1 TO
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)
401(K) AND PROFIT SHARING PLAN OF IDEON GROUP, INC.
IDEON GROUP, INC. EMPLOYEES STOCK OPTION PLAN
1989 STOCK OPTION PLAN
----------------------
(Full title of Plans)
Lisa Ormand
Vice President and Corporate Secretary
7596 Centurion Parkway
Jacksonville, Florida 32256
(904) 218-1800
(Name, address, telephone number of agent for service)
Total number of pages: 18
<PAGE>
This Post-Effective Amendment is being filed 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 Ideon Group, Inc., a Delaware corporation
("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 its 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").
In accordance with Rule 414, the Registrant as the successor issuer
hereby expressly adopts the following Registration Statements of SafeCard as its
own Registration Statements for all purposes of the Securities Act and the
Exchange Act: Registration Statement (No. 33-57071) on Form S-8 filed on
December 23, 1994 relating to shares issuable pursuant to SafeCard's 401(k) and
Profit Sharing Plan, Registration Statement (No. 33-55585) on Form S-8 filed on
September 22, 1994 relating to shares issuable pursuant to SafeCard's Employees
Stock Option Plan, and Registration Statement (No. 33-39023) on Form S-8 filed
on February 14, 1991 relating to shares issuable pursuant to SafeCard's 1989
Stock Option Plan. All shares issuable under the 1987 Stock Option Plan
registered pursuant to the Registration Statement (No. 33-39023) on Form S-8
filed on February 14, 1991 have been sold.
The registration fees were paid at the time of the original filing of
the foregoing registration statements. This Registration Statement also includes
such indeterminate number of additional shares of common stock of the Registrant
as may be issuable as a result of stock splits, stock dividends or similar
transactions, as described in the plans. In addition, pursuant to Rule 416(c)
under the Securities Act, this Registration Statement also covers an
indeterminate amount of interests in the plans to be offered or sold pursuant to
the 401(k) and Profit Sharing Plan.
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
Items 1 and 2. Plan Information; Registrant Information
and Employee Plan Annual Information
The document(s) containing the information specified in the
instructions to Part I of Form S-8 will be sent or given to participants in each
of the plans as specified by Rule 428(b)(1).
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
Registrant hereby incorporates by reference into this Registration
Statement the following documents filed with the Securities and Exchange
Commission (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 Registrant's common stock, $.01
par value (the "Common Stock") contained in the Registrant's Registration
Statement on Form 8-B filed with the Commission pursuant to Section 12 of the
Securities Exchange Act of 1934, as amended (the "Exchange Act") and any
amendment or report filed for the purpose of updating such description.
All documents subsequently filed by Registrant 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 Services, Incorporated 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
report dated February 6, 1995, except for Note 1, for 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 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 (the "Registrant's Certificate") provides that
Registrant 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 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 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, at the request of Registrant, 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.
Item 7. Exemption from Registration Claimed
Not applicable.
Item 8. Exhibits
(a) This Form S-8 Registration Statement includes the following exhibits:
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.
(b) The undersigned hereby undertakes to submit the 401(k) and Profit
Sharing Plan and any amendment thereto to the Internal Revenue Service ("IRS")
in a timely manner and has made or will make all changes required by the IRS in
order to qualify the plan under section 401 of the Internal Revenue Code of
1986, as amended to date.
<PAGE>
Item 9. 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:
(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) 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
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 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, 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 Form S-8 and has duly caused this Post Effective
Amendment 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
------------------------------------
Chairman and Chief Executive Officer
Pursuant to the requirements of the Securities Act, this Post Effective
Amendment 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.
/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
Pursuant to the requirements of the Securities Act, the trustees (or
other persons who administer the employee benefit plans) have duly caused this
Registration Statement to be signed on their behalf by the undersigned,
thereunto duly authorized, in the City of Jacksonville, State of Florida as of
the 11th day of May, 1995.
IDEON GROUP, INC.
as Plan Administrator
By: /s/ John Campbell
---------------------------------------
Vice President- Compensation & Benefits
<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
Incorporation 3(o) 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, P. A. 13-15
15 Letter regarding unaudited financial 16
information.
23(a) Consents of Price Waterhouse LLP, 17-18
Independent Accountants.
23(b) Consent of Mahoney Adams & Criser, P. A. Included in Exhibit 5
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.
<PAGE>
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
this Post Effective Amendment to the Registration Statements on Form S-8
to be filed on or about May 10, 1995. We are also aware of our responsibilities
under the Securities Act of 1933.
PRICE WATERHOUSE LLP
Denver, Colorado
May 10, 1995
EXHIBIT 23(A)
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Post Effective
Amendment to the Registration Statements 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.
PRICE WATERHOUSE LLP
Denver Colorado
May 10, 1995
<PAGE>
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Post Effective
Amendment to the Registration Statements 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 10, 1995
